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Our acquisition of Sprint Communications, now called Cogent Fiber, LLC, including difficulties integrating our business with the Cogent Fiber Business, which may result in the combined company not operating as effectively and efficiently as expected;
−Removed: transition services required to support the Cogent Fiber Business and the related costs continuing for a period longer than expected, government policies worldwide;
−Removed: vaccination and in-office requirements, delays in the delivery of network equipment or optical fiber, loss of key right-of-way agreements, future economic instability in the global economy, including the risk of economic recession and recent bank failures and liquidity concerns at certain other banks, which could affect spending on Internet services;
+Added: government policies worldwide;
+Added: vaccination and in-office requirements, delays in the delivery of network equipment or optical fiber, loss of key right-of-way agreements, future economic instability in the global economy, including the risk of economic recession and bank failures and liquidity concerns at certain other banks, which could affect spending on Internet services;
the impact of changing foreign exchange rates (in particular the Euro to US dollar and Canadian dollar to US dollar exchange rates) on the translation of our non-US dollar denominated revenues, expenses, assets and liabilities into US dollars;
8 unchanged sentences
our reliance on a limited number of equipment vendors, and the potential for hardware or software problems associated with such equipment;
+Added: our inability to obtain the equipment necessary for our expansion plans and customer requirements;
tariffs imposed on equipment we purchase for our network or other similar government-imposed fees and charges;
2 unchanged sentences
the management of network failures and/or disruptions;
−Removed: our ability to make payments on our indebtedness as they become due and outcomes in litigation, risks associated with variable interest rates under our Swap Agreement as well as other risks discussed from time to time in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Reports on Form 10-Q.
−Removed: Acquisition of Sprint Communications
+Added: our ability to make payments on our indebtedness as they become due and outcomes in litigation, as well as other risks discussed from time to time in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2025 and our Quarterly Reports on Form 10-Q.
+Added: Acquisition of Cogent Fiber Business
On May 1, 2023 (the “Closing Date”), Cogent Infrastructure, Inc.
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The determination of the discount rate requires some judgment.
−Removed: During the third quarter of 2023, the Short-term Lease Payment was reduced by $4.8 million and in the first quarter of 2024 the Short-term Lease Payment, net of discount, was reduced by an additional $17.0 million.
IP Transit Services Agreement
−Removed: On the Closing Date, we entered into an agreement for IP transit services (“IP Transit Services Agreement”), pursuant to which T-Mobile USA, Inc., a Delaware corporation and direct subsidiary of T-Mobile (“ TMUSA”) will pay us an aggregate of $700.0 million, consisting of (i) $350.0 million in equal monthly installments of $29.2 million per month during the first year after the Closing Date and (ii) $350.0 million in equal monthly installments of $8.3 million per month over the subsequent 42 months.
−Removed: Under the IP Transit Services Agreement, TMUSA paid us $25.0 million and $25.0 million during the three months ended September 30, 2025 and 2024, respectively, and TMUSA paid us $75.0 million and $179.2 million during the nine months ended September 30, 2025 and 2024, respectively.
+Added: On the Closing Date, we entered into an agreement for IP transit services (“IP Transit Services Agreement”), pursuant to which TMUSA will pay us an aggregate of $700.0 million, consisting of (i) $350.0 million in equal monthly installments of $29.2 million per month during the first year after the Closing Date and (ii) $350.0 million in equal monthly installments of $8.3 million per month over the subsequent 42 months.
+Added: Under the IP Transit Services Agreement, TMUSA paid us $25.0 million both during the three months ended March 31, 2026 and 2025.
We accounted for the Transaction as a business combination under ASC Topic 805 Business Combinations (“ASC 805”).
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The interest rate used in determining the present value was derived considering rates on similar issued debt instruments with comparable durations, among other market factors.
−Removed: The determination of the discount rate required some judgment.
−Removed: Transition Services Agreement
−Removed: On the Closing Date, the Buyer entered into a transition services agreement (the “TSA”) with the Seller, pursuant to which the Seller provides to the Buyer, and the Buyer provides to the Seller on an interim basis following the Closing Date, certain specified services (the “Transition Services”) to ensure an orderly transition following the separation of the Cogent Fiber Business from Sprint Communications.
−Removed: The services provided by the Seller to the Buyer include, among others, information technology support, back office and finance, real estate and facilities, vendor and supply chain management, including the payment and processing of vendor invoices for the Company and human resources services.
−Removed: The services provided by the Buyer to the Seller include, among others, information technology and network support, finance and back office and other wireless business support.
−Removed: The Transition Services are generally intended to be provided for a period of up to two years following the Closing Date, although such period may be extended for an additional one-year term by either party upon 30 days’ prior written notice.
−Removed: The fees for the Transition Services are calculated using either a per service monthly fee or an hourly rate for the employees allocated to provide such services.
−Removed: Any third-party costs incurred in providing the Transition Services are passed on to the party receiving such services at cost for the two-year period.
−Removed: Amounts paid for the Cogent Fiber Business by T-Mobile are reimbursed at cost.
−Removed: Either party to the TSA may terminate the agreement with respect to any individual service in full for convenience upon 30 days’ prior written notice for certain services and reduced for other services after a 90-day period.
−Removed: The TSA may be terminated in its entirety if the other party has failed to perform any of its material obligations and such failure is not cured within 30 days.
−Removed: The TSA provides for customary indemnification and limits on liability.
−Removed: Amounts billed under the TSA are due 30 days from receipt of the related invoice.
−Removed: Amounts billed to us under the TSA are primarily for reimbursement at cost of payments to vendors of the Cogent Fiber Business until these vendors are fully transitioned to us.
−Removed: Page 33 of 60
−Removed: Severance Reimbursements
−Removed: The Purchase Agreement also provided for reimbursement from the Seller to us for qualifying severance expenses incurred.
−Removed: Total qualifying severance expenses were $28.6 million of which $12.3 million was recorded in the nine months ended September 30, 2024.
−Removed: These severance payments ended in the second quarter of 2024 and were all paid in full.
−Removed: Other Services Provided to the Seller
−Removed: In addition, on the Closing Date, we entered into a commercial agreement (the “Commercial Agreement”) with TMUSA for colocation and connectivity services, pursuant to which we will provide such services to TMUSA for a per service monthly fee plus certain third-party costs incurred in providing the services.
−Removed: Under the Commercial Agreement, we recorded revenue of $0.4 million and $4.1 million during the three months ended September 30, 2025 and 2024, respectively, and we recorded revenue of $2.1 million and $13.2 million during the nine months ended September 30, 2025 and 2024, respectively.
−Removed: Acquisition-Related Costs
−Removed: In connection with the Transaction and negotiation of the Purchase Agreement, we incurred a total of $13.6 million of professional fees and other acquisition-related costs (not including severance costs) since the acquisition date.
−Removed: Acquisition-related costs (not including severance costs) were $21.4 million for the nine months ended September 30, 2024.
−Removed: There were no acquisition-related costs incurred in the nine months ended September 30, 2025.
+Added: The determination of the discount rate requires some judgment.
Competitive Advantages
−Removed: We believe we address many of the data communications needs of businesses large and small, communications service providers and other bandwidth-intensive organizations by offering them high-quality, high-speed Internet access, optical transport and optical wave services, and private network services at attractive prices.
−Removed: After our acquisition of the Cogent Fiber Business, we began offering services to larger enterprise customers.
+Added: We believe we address many of the data communications needs of a diverse group of businesses, communications service providers and other bandwidth-intensive organizations by offering high-quality, high-speed Internet access, optical transport and optical wave services, and private network services at attractive prices.
We believe that our organization has the following competitive advantages:
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This price deflation is a result of a variety of factors including increased competition, enhanced substitutability of certain products and services and the continued impact of Moore’s Law, which has driven down the cost of technology, particularly for fiber optic Wavelength Division Multiplexing equipment and optically interfaced routers.
−Removed: Faced with the backdrop of continued price deflation in our industry, we have made a series of discreet choices around our network design, operating strategy and product offerings that are consistent with our objective of becoming the low-cost operator in our industry.
−Removed: Since our initiation of operations, this strategy has resulted in a rapid decline in our cost to transmit bits, which has increased our margins and decreased our capital intensity as measured by our capital expenditures per total revenues.
+Added: Faced with the backdrop of continued price deflation in our industry, we have made a series of discrete choices around our network design, operating strategy and product offerings that are consistent with our objective of becoming the low-cost operator in our industry.
+Added: Since our initiation of operations, this strategy has resulted in a rapid decline in our cost to transmit bits, which has increased our margins and decreased our capital intensity, excluding capital expenditures for the repurposing of acquired Sprint assets, as measured by our capital expenditures per total revenues.
Important components of our low-cost operating strategy include:
−Removed: ● One Network Protocol .
−Removed: Upon our founding, we selected to operate our network solely using Ethernet protocol.
+Added: ● One IP Network Protocol .
+Added: Upon our founding, we selected to operate our network that provides Internet - based services (our “IP Network”) solely using Ethernet protocol.
We made this selection in order to take advantage of the significantly greater installed base and lower cost of Ethernet network equipment versus other protocols, the substantially lower costs associated with operating and maintaining one network protocol and the continued benefits of the rapid price performance ratio improvements of Ethernet-related equipment.
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Selecting one operating protocol has positively impacted our operating overhead and the simplicity of our organization.
−Removed: We believe the vast majority of our competitors currently operate their networks with multiple protocols, and we believe that attempts to upgrade their networks to one protocol would be operationally challenging and costly.
+Added: We believe the
Page 27 of 46
+Added: vast majority of our competitors currently operate their networks with multiple protocols, and we believe that attempts to upgrade their networks to one protocol would be operationally challenging and costly.
● Our IP Network .
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● Optical Wave Network.
−Removed: Acquiring the Sprint Network has also allowed us to construct a wavelength network using the predominantly owned fiber.
+Added: Acquiring the Sprint Network has also allowed us to construct a wavelength network (our “Optical Wave Network”) predominantly using the fiber that is owned by Cogent Fiber and leased to our operating subsidiary, Cogent Communications, LLC under a long-term IRU.
This enables us to expand our product offerings to include optical wavelength and optical transport services.
We are selling these services to our existing customers, customers acquired with the Cogent Fiber Business and to new customers who require dedicated optical transport connectivity without the capital and ongoing expenses associated with owning and operating network infrastructure.
−Removed: As of September 30, 2025, we offered this service in 996 wave-enabled data centers in the United States, Mexico and Canada.
+Added: As of March 31, 2026, we offered this service in 1,107 wave-enabled locations in the United States, Mexico and Canada.
We believe our wavelength service has the advantages of unique routes, ubiquitous service locations, faster provisioning times and lower prices.
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The vast majority of our revenue is driven by or related to our high-capacity, bi-directional, symmetric Internet access services which can be accessed on-net in multi-tenant office buildings (“MTOBs”) and carrier neutral data centers (“CNDCs”) or off-net through other carriers’ “last mile” connections to customer facilities.
−Removed: The addition of optical wave and optical transport services, our direct, VPN connection to cloud providers services and our decision to continue to support MPLS virtual private network (“VPN”) services for our acquired customers are consistent with this strategy.
+Added: The addition of optical wave and optical transport services, our direct, virtual private network (“VPN”) connection to cloud providers services and our decision to continue to support MPLS based VPN services for our acquired customers are consistent with this strategy.
Consistent with this strategy, we have pared, and continue to pare, non-core services acquired with the Cogent Fiber Business.
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● Scalable Network Equipment and Hub Configurations .
−Removed: We have begun the process of optimizing our network for historical IP-based Internet services and optical wave (optical transport services).
+Added: We continue the process of optimizing our IP Network and Optical Wave Network for historical IP-based Internet services and optical wave (optical transport services), respectively.
This process has not altered our primary reliance on two sets of equipment for operation, nor has the addition of optical waves (optical transport services) to our product set altered this equipment configuration.
−Removed: In order to further scale our operating leverage, we have systematically reused older equipment in less dense portions of our network.
−Removed: Due to interoperability between the generations of products, we are able to transfer older equipment from our core, high-traffic areas to less congested portions of our network.
−Removed: The result of this dynamic grooming process is that we are able to utilize our equipment for materially longer periods than our competitors, thereby reducing our capital investment in our network.
+Added: In order to further scale our operating leverage, we have systematically reused older equipment in less dense portions of our networks.
+Added: Due to interoperability between the generations of products, we are able to transfer older equipment from our core, high-traffic areas to less congested portions in each network.
+Added: The result of this dynamic grooming process is that we are able to utilize our equipment for materially longer periods than our competitors, thereby reducing our capital investment in our networks.
We design and build all of our network hubs, points of presence, and data centers to the same standards and configurations.
This replication strategy provides us scale benefits in equipment purchases, training, and maintenance.
+Added: Page 28 of 46
● Greater Control and Superior Delivery .
−Removed: Our on-net service does not rely on circuits that must be provisioned by a third-party carrier.
−Removed: In our on-net MTOBs, we provide our customers the entire network, including the “last mile” and the in-building fiber optic connections to our customer’s suite.
+Added: Our on-net service, whether provisioned on our IP Network or our Optical Wave Network, does not rely on circuits that must be provisioned by a third-party carrier.
+Added: In our on-net MTOBs, we provide our customers their entire network connection, including the “last mile” and the in-building fiber optic connections to our customer’s suite.
In our CNDCs, we are collocated with our customers.
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The vast majority of our on-net Internet and VPN services can be installed in less than two weeks, which is materially faster than the installation times for some of our incumbent competitors.
−Removed: Page 35 of 60
+Added: We are able to install our optical wave services, on average, in thirty business days or less, which we believe provides a competitive advantage.
● High-Quality, Reliable Service.
We are able to offer high-quality Internet service due to our network design and composition.
−Removed: We believe that we deliver a high level of technical performance because our network is optimized for packet routed traffic.
−Removed: Its design increases the speed and throughput of our network and reduces the number of data packets dropped during transmission compared to traditional circuit-switched networks.
−Removed: We believe that our network is more reliable and carries traffic at lower cost than networks built as overlays to traditional circuit-switched, or TDM networks.
+Added: We believe that we deliver a high level of technical performance because our IP Network is optimized for packet routed traffic.
+Added: Its design increases the speed and throughput of our IP Network and reduces the number of data packets dropped during transmission compared to traditional circuit-switched networks.
+Added: We believe that our IP Network is more reliable and carries traffic at lower cost than networks providing similar services that were originally built as overlays to traditional circuit-switched, or TDM networks.
+Added: With respect to our optical wave services, we believe that our Optical Wave Network offers advantages over other optical networks through its location along railroad rights of way and burial deeper than industry norms.
+Added: We believe these two factors result in fewer cable cuts, and, as result, fewer service interruptions.
● Large Addressable Market.
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Additional factors relevant to our pursuit of new buildings include the willingness of building owners to grant us access rights, the availability of optical fiber networks to serve those buildings, the costs to connect buildings to our network and equipment availability.
−Removed: We have also begun to evaluate the sustainability of new locations by evaluating the LEED Green Rating of Buildings, the potential to source renewable energy at locations and the potential impact of climate change on a location including proximity to water and the risk of flooding.
−Removed: Our network is connected to a total of 3,537 buildings that are located in 302 metropolitan markets globally.
+Added: Our IP Network is connected to a total of 3,605 buildings that are located in 306 metropolitan markets globally.
These buildings include:
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● 1,744 CNDCs located in 1,545 buildings;
−Removed: ● 100 of our own Cogent data centers;
−Removed: ● 86 of our smaller Cogent edge data centers.
−Removed: Our MTOB’s are in major North American cities where we offer our services to a diverse set of high-quality corporate customers within close physical proximity of each other.
+Added: ● 99 of our own AC powered Cogent data centers;
+Added: ● 86 of our smaller DC powered Cogent edge data centers.
+Added: Our MTOBs are located in major North American cities where we offer our services to a diverse set of high-quality corporate customers within close physical proximity of each other.
Our CNDCs are located in North America, Europe, Asia, South America, Oceania and Africa where our net-centric customers directly interconnect with our network.
−Removed: Our Cogent data centers, including our Cogent Edge data centers, are directly connected to our network and operate across the United States and in Europe, and comprise:
−Removed: ● 2.1 million square feet of floor space, and
−Removed: ● 212 MW of power.
−Removed: We believe that these network points of presence strategically position our network to attract high levels of Internet traffic and maximize our revenue opportunities and profitability.
+Added: Our Optical Wave Network is connected to 1,107 wave enabled locations located in 153 metropolitan markets in the United States, Canada and Mexico.
+Added: All of our wavelength services are on-net as they originate and terminate on our Optical Wave Network.
+Added: Our Cogent data centers, including our Cogent Edge data centers, are directly connected to our network and operate across the United States and in Europe, and comprise 2.1 million square feet of floor space, and 211 MW of power.
+Added: Page 29 of 46
+Added: We believe that these network points of presence strategically position our networks to attract high levels of Internet traffic and maximize our revenue opportunities and profitability.
Balanced, High-Traffic IP Network.
−Removed: Since its inception, our network has grown significantly in terms of its geographic reach, customer connections, and traffic.
+Added: Since its inception, our IP Network has grown significantly in terms of its geographic reach, customer connections, and traffic.
We currently serve:
● 7,630 access networks, as well as numerous large and small content providers;
−Removed: o 63,875 net-centric customer connections,
−Removed: o 43,391 corporate customer connections, and
−Removed: o 11,013 enterprise customer connections.
−Removed: Page 36 of 60
−Removed: Because of these bases of customers who distribute (content providers) and receive (access networks) content on our network, we believe that the majority of all the traffic remains “on-net” by both originating and terminating on our network.
+Added: ● 65,098 net-centric customer connections,
+Added: ● 41,903 corporate customer connections, and
+Added: ● 9,808 enterprise customer connections.
+Added: Because of the number of customers who distribute (content providers) and receive (access networks) content on our IP Network, we believe that the majority of all the traffic remains “on-net” by both originating and terminating on our IP Network.
This control of traffic is an important differentiator as it increases our service reliability and speed of traffic delivery.
The increasing share of traffic delivered from content providers to access networks also enhances our margins as we are compensated by both the originating customer and the terminating customer.
−Removed: The breadth of our network, extensive size of our customer base, and the volume of our traffic enables us to be one of a handful of Tier 1 networks that are interconnected on a settlement-free basis.
+Added: The breadth of our IP Network, extensive size of our customer base, and the volume of our traffic enables us to be one of a handful of Tier 1 networks that are interconnected with other Tier 1 networks on a settlement-free basis.
This Tier 1 network peering status broadens our geographic delivery capability and materially reduces our network costs.
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Several members of the senior management team have been working together at the Company since 2000.
−Removed: Our senior management team has designed and built our network and, during our formative years, led the integration of network assets we acquired through 13 significant acquisitions prior to our acquisition of the Cogent Fiber Business and managed the expansion and growth of our business.
+Added: Our senior management team has designed and built our IP Network and, later, our Optical Wave Network, led the integration of network assets we acquired through 14 significant acquisitions and managed the expansion and growth of our business.
A number of the members of senior management who joined us as part of our acquisition of the Cogent Fiber Business have similar experience and tenure in both the telecommunications industry and at the Cogent Fiber Business.
−Removed: We anticipate that our management team will successfully manage the integration of the Cogent Fiber Business into our current operations.
+Added: We believe that our management team has and will continue to successfully manage the integration of the Cogent Fiber Business into our current operations.
We intend to remain a leading provider of high-quality, high-speed Internet access and private network services and to continue to improve our profitability and cash flow.
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Grow our Corporate Customer Base.
−Removed: Our on-net corporate customers are typically small to medium-sized businesses connected to our network through MTOBs or connected to our network through one of our on-net CNDCs.
+Added: Our on-net corporate customers are typically small to medium-sized businesses connected to our IP Network through MTOBs or connected to our IP Network or our Optical Wave Network through one of our on-net CNDCs.
We generally sell two types of services to our corporate customers:
dedicated internet access and private network services.
+Added: We sell a small amount of optical wave services to our corporate customers.
We typically sell dedicated internet access at the same price per connection as our competitors, but our customers benefit from our significantly faster speeds and rapid installation times.
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We believe that the importance of data centers will increasingly lead tenants to reconfigure their communications infrastructure to include dedicated Internet access across their locations.
−Removed: Expand our Business with Enterprise Customers .
−Removed: With our acquisition of the Cogent Fiber Business, we acquired a number of larger enterprise customers.
−Removed: While we are in the process of terminating certain non-core and unprofitable services to these customers at the end of their current term, we have continued to provide our core services to enterprise customers and elected to provide MPLS based VPN as well as VPLS services, a new service for the Company.
+Added: Expand our Profitable Business with Enterprise Customers .
+Added: In conjunction with our acquisition of the Cogent Fiber Business, we acquired a number of larger enterprise customers.
+Added: We have continued to provide our core services to enterprise customers and
+Added: Page 30 of 46
+Added: elected to provide MPLS based VPN as well as VPLS services, a new service for these customers, but continue to terminate unprofitable services to these customers at the end of their current term.
+Added: We have also elected to terminate certain unprofitable customer locations and, in limited circumstances, ceased providing services in certain countries where we could not do so economically.
We have not previously focused our sales efforts on larger enterprise customers.
−Removed: Since the acquisition of the Cogent Fiber Business, we have formed dedicated sales teams who are tasked with preserving existing business with and seeking new sales from enterprise customers.
−Removed: Increase our Share of the Net-Centric Market .
+Added: Since the acquisition of the Cogent Fiber Business, we have formed dedicated sales personnel who are tasked with preserving existing business with and seeking new sales from enterprise customers.
+Added: Increase our Share of the Net-Centric IP Market .
We are currently one of the leading providers of high-speed internet access to a variety of content providers and access networks across the world.
−Removed: We intend to further load our high-capacity network as a result of the growing demand for high-speed Internet access generated by these types of bandwidth-intensive applications such as over-the-top media services, online gaming, video, Internet of Things, voice over IP, remote data storage, and other services.
+Added: We intend to further load our high-capacity IP Network as a result of the growing demand for high-speed Internet access generated by these types of bandwidth-intensive applications such as over-the-top media services, online gaming, video, Internet of Things, voice over IP, remote data storage, and other services.
We expect that we will continue to grow our shares of these segments by offering our customers a series of attractive features including:
● Geographic breadth – We have one of the broadest CNDC footprints in the industry and currently offer network services in 57 countries – as net-centric customers seek a more international audience this footprint is a significant advantage;
−Removed: ● High capacity and reliability – We offer 100 Mbps to 100 Gbps ports in all of the CNDCs and 400 Gbps in selected locations on our network, which differentiates the capacity choices we provide our net-centric clients;
−Removed: Page 37 of 60
−Removed: ● Balanced customer base for IP services – Our leading share of content providers and access networks increases the amount of traffic that originates and terminates on our network thereby reducing latency and enhancing reliability;
+Added: ● High capacity and reliability – We offer 100 Mbps to 100 Gbps ports in all of the CNDCs and 400 Gbps in selected locations on our IP Network, which differentiates the capacity choices we provide our net-centric customers;
+Added: ● Balanced customer base for IP services – Our leading share of content providers and access networks increases the amount of traffic that originates and terminates on our IP Network thereby reducing latency and enhancing reliability;
● Large and dedicated salesforce – Our team of net-centric sales professionals is one of the largest salesforces in this industry segment and enables us to better serve this customer segment while also identifying new sales opportunities and gaining new business and customers.
−Removed: ● Wavelength and optical transport services - We began offering optical wavelength and optical transport services to our net-centric customers who require these high-bandwidth dedicated point-to-point services.
−Removed: Pursue On-net Customer Growth.
−Removed: Our high-capacity network provides us with the ability to add a significant number of customers to our network with minimal direct incremental costs.
−Removed: We intend to increase usage of our network and operational infrastructure by adding customers in our existing on-net buildings, as well as developing additional markets and connecting more MTOBs and CNDCs to our network.
−Removed: We also upgraded our network and operational infrastructure to provide wave and optical transport services in more of our on-net buildings.
+Added: Increase our Share of the Optical Wavelength Market.
+Added: We offer 10 Gbps, 100Gbps and 400 Gbps optical wavelength and optical transport services to our net-centric customers who require these high-bandwidth dedicated point-to-point services.
+Added: We intend to become one of the leading providers of optical wavelength services in North America.
+Added: Building upon the foundation provided by the assets of the Cogent Fiber Business, we have created, and continue to expand, our Optical Wave Network to provide optical wavelength services to hyper-scalers and other net-centric customers who require optical wave services.
+Added: We believe that we offer our customers the following:
+Added: Diverse routes – Our Optical Wave Network is located along rights of way that are largely unique.
+Added: As such, we offer route diversity and geographic redundancy to our customers.
+Added: Ubiquitous Footprint – We offer optical wavelength services in 1,107 locations in North America directly connected to our Optical Wave Network.
+Added: This broad footprint allows us to meet customers in locations of their choosing and to provide fully on-net optical wave services to them in these locations.
+Added: Rapid Installation – We are typically able to install our optical wave services in less than 30 business days, far below the current industry norm.
+Added: We believe that over time the percentage of our optical wave services that are installed in 30 business days or less will continue to grow.
+Added: High Reliability – We believe our Optical Wave Network suffers a lower frequency of interruptions and fiber cuts.
+Added: The fiber in our Optical Wave Network is largely buried along railroad lines, making it less susceptible to inadvertent cuts, and is buried deeper than newer networks with stronger sheathing, mitigating some of the damage caused by inadvertent cuts.
+Added: We believe a lower frequency of fiber cuts results in more reliable service for the customer.
+Added: Competitive Pricing – We have historically been a price leader in the markets in which we provide service.
+Added: We intend to continue that position in the market for optical wavelengths and offer highly competitive pricing to our customers.
+Added: Pursue On-net Customer Growth to Corporate and Net - centric Customers.
+Added: Our high- capacity networks provide us with the ability to add a significant number of customers to either network, depending on the service offering, with minimal direct incremental
+Added: Page 31 of 46
+Added: We intend to increase usage of our networks and operational infrastructure by adding customers in our existing on-net buildings, as well as developing additional markets connecting more MTOBs and CNDCs to our IP Network and connecting more CNDCs to our Optical Wave Network.
We emphasize our on-net services because they generate greater profit margins and we have more control over service levels, quality and pricing, and our on-net services are provisioned in considerably less time than our off-net services.
−Removed: Our fiber network connects directly to our on-net customers’ premises and we pay no local access (“last mile”) charges to other carriers to provide our on-net services.
+Added: Our networks connect directly to our on-net customers’ premises and we pay no local access (“last mile”) charges to other carriers to provide our on-net services.
Continue to Improve our Sales Efforts and Productivity.
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In order to gain market share in our targeted businesses, we expect to continue our sales efforts including introducing strategies and tools to optimize and improve our sales productivity.
−Removed: We also intend to leverage the skills and relationships of our sales force to sell new service offerings, in particular, optical wavelength and optical transport services.
+Added: We also intend to leverage the skills and relationships of our sales force to sell our expanded service offerings, in particular, optical wavelength and optical transport services.
We have developed several training programs that are directed toward increasing our sales representative tenure and increasing our sales representative productivity.
−Removed: In addition, we have required all of our employees to work in the office on a full-time basis, thereby providing additional opportunities for management coaching and oversight in order to increase productivity.
+Added: In addition, when consistent with their job description and responsibilities, we require all of our employees to work in the office on a full-time basis, thereby providing additional opportunities for management coaching and oversight in order to increase productivity.
Expand our Off-net Corporate and Enterprise Internet Access and VPN Business .
4 unchanged sentences
Expand our Product Offerings to Include Wavelength and Optical Transport Services .
−Removed: In connection with our acquisition of the Cogent Fiber Business, we expanded our offerings of optical wavelength and optical transport services over our fiber network.
+Added: In connection with our acquisition of the Cogent Fiber Business, we expanded our offerings to include optical wavelength and optical transport services over our Optical Wave Network.
We are selling these services to our existing customers, customers acquired with the Cogent Fiber Business and to new customers who require dedicated optical transport connectivity without the capital and ongoing expenses associated with owning and operating network infrastructure.
−Removed: We currently offer wavelength services in 996 wave-enabled data centers in the United States, Mexico and Canada.
+Added: As of March 31, 2026, we offered wavelength services in 1,107 wave-enabled locations in the United States, Mexico and Canada.
We believe our wavelength service has the advantages of unique routes, ubiquitous service locations, faster provisioning times and lower prices.
Expand our Data Center Footprint .
−Removed: We currently operate 186 Cogent data centers across the United States and Europe, including:
−Removed: ● 100 larger Cogent “classic” data centers;
−Removed: ● 86 smaller Cogent edge data centers.
−Removed: Page 38 of 60
In connection with our acquisition of the Cogent Fiber Business, we acquired multiple Sprint facilities that previously housed Sprint equipment.
We evaluated the suitability of these facilities for conversion to commercial data center space and began repurposing suitable facilities.
−Removed: Repurposing these facilities included removing unused, obsolete equipment and racks, and upgrading or installing new HVAC systems, uninterruptable power supplies, backup generators and fire suppression systems as well as other structural changes.
−Removed: By September 30, 2025, we had converted the former Sprint facilities into 52 Cogent data centers and 86 Cogent edge data centers.
+Added: Repurposing these facilities included removing unused, obsolete equipment and racks, converting many locations from DC power to AC power, and upgrading or installing new HVAC systems, uninterruptable power supplies, backup generators and fire suppression systems as well as other structural changes.
+Added: By March 31, 2026, we had converted the former Sprint facilities into 53 Cogent data centers and 86 Cogent edge data centers.
In connection with this conversion process, we also decommissioned certain legacy Cogent data centers.
1 unchanged sentence
We lease IPv4 address space to our customers, both on a standalone basis and as a complement to a customer’s Internet access services with us.
+Added: Our IPv4 Issuer is our primary lessor of IPv4 address space with the remainder leased by our other operating subsidiaries.
We also provide a small number of free IPv4 addresses to our dedicated Internet access customers.
We currently own approximately 38 million IPv4 addresses.
−Removed: We currently lease 14.6 million of our IPv4 addresses to our customers on contracts with service terms ranging from one month to five years.
+Added: As of March 31, 2026, we were leasing 15.2 million of our IPv4 addresses to our customers on contracts with service terms ranging from one month to five years.
We intend to continue to lease IPv4 addresses to our customers as well as explore alternatives for monetizing our IPv4 address inventory.
Monetize Acquired Data Center Facilities .
−Removed: We are actively marketing the sale or lease of twenty-four data center facilities acquired in the Transaction.
−Removed: In October 2025, we entered into a non-binding letter of intent “(LOI”) for the sale of two data center facilities and the associated land for $144.0 million in cash.
−Removed: The LOI includes certain contingencies, including the completion of further due diligence by the prospective buyer and negotiation and execution of a definitive purchase and sale agreement.
+Added: We are actively marketing the sale or lease of 24 data center facilities acquired in the Transaction.
+Added: Page 32 of 46
Results of Operations
−Removed: Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024
+Added: Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
Our management reviews and analyzes several key financial measures in order to manage our business and assess the quality and variability of our service revenue, operating results and cash flows.
2 unchanged sentences
Three Months Ended
−Removed: September 30,
(in thousands)
3 unchanged sentences
Depreciation and amortization expenses
−Removed: Gains on lease terminations and other
Interest income – IP Transit Services Agreement
1 unchanged sentence
Income tax benefit
−Removed: (1) Includes non-cash equity-based compensation expenses of $570 and $469 in the three months ended September 30, 2025 and 2024, respectively.
−Removed: (2) Includes non-cash equity-based compensation expenses of $8,362 and $7,406 in the three months ended September 30, 2025 and 2024, respectively.
−Removed: NM – not meaningful
−Removed: Service Revenue .
−Removed: We continually work to grow our total service revenue by increasing the number of potential customers that we can reach on our network.
−Removed: We do this by investing capital to expand the geographic footprint of our network, increasing the number of buildings that we are connected to, including CNDCs and MTOBs, and increasing our penetration rate into our existing buildings.
−Removed: These efforts broaden the global reach of our network and increase the size of our potential addressable market.
−Removed: We also seek to grow our service revenue by investing in our sales and marketing team.
−Removed: We typically sell corporate connections at similar pricing to our competitors, but our corporate customers benefit from our significantly faster speeds, greater aggregate throughput, enhanced service level agreements and rapid installation times.
−Removed: In the net-centric market, we offer comparable services in terms of capacity but typically at significantly lower prices.
−Removed: Page 39 of 60
−Removed: Our service revenue decreased by 5.9% from the three months ended September 30, 2024 to the three months ended September 30, 2025.
−Removed: Exchange rates positively impacted our service revenue by $1.8 million, reflecting the impact of translating our service revenue for the three months ended September 30, 2025 at the average foreign currency exchange rates for the three months ended September 30, 2024.
−Removed: Our total service revenue decreased from the cancellation of low-margin and non-core customers we acquired with the Cogent Fiber Business, and a reduction in revenue under the Commercial Agreement with TMUSA, partially offset by the growth in customers from expanding our network and offering wavelength services, adding additional buildings to our network, increasing our penetration into the buildings connected to our network and gaining market share by offering our services at lower prices than our competitors.
−Removed: Revenue recognition standards include guidance relating to any tax assessed by a governmental authority that is directly imposed on a revenue-producing transaction between a seller and a customer and may include, but is not limited to, gross receipts taxes, Universal Service Fund fees and certain state regulatory fees.
−Removed: We record these taxes billed to our customers on a gross basis (as service revenue and network operations expense) in our condensed consolidated statements of comprehensive loss.
−Removed: The impact of these taxes including the Universal Service Fund, resulted in a decrease to our revenues of $0.6 million from the three months ended September 30, 2024 to the three months ended September 30, 2025.
−Removed: Three Months Ended
−Removed: September 30,
−Removed: Other Operating Data
−Removed: Revenue by Customer Type – (thousands)
−Removed: Customer Connections by Customer Type - end of period
−Removed: Revenue – by Network Connection Type – (thousands)
−Removed: Customer Connections – by Network Connection Type - end of period
−Removed: Average Revenue Per Unit (ARPU)
−Removed: ARPU wavelength
−Removed: Average Price per Megabit installed base
−Removed: Revenue and customer connections by customer type .
−Removed: Our corporate customers generally purchase their services on a price per connection basis.
−Removed: Our net-centric customers generally purchase their services on a price per megabit-metered basis.
−Removed: We began to serve enterprise customers in connection with our acquisition of the Cogent Fiber Business.
−Removed: We define “enterprise” customers as large corporations (typically, Fortune 500 companies with greater than $5 billion in annual revenue) running Wide Area Networks (“WANs”) with several dozen to several hundred sites.
−Removed: Our enterprise customers generally purchase our services on a price per location basis.
−Removed: Page 40 of 60
−Removed: On the Closing Date, with the Cogent Fiber Business we acquired:
−Removed: ● 17,823 corporate customer connections,
−Removed: ● 5,711 net-centric customer connections and
−Removed: ● 23,209 enterprise customer connections.
−Removed: We classified the $39.5 million of May 2023 Cogent Fiber Business revenue as:
−Removed: ● $20.1 million of monthly recurring revenue as enterprise revenue,
−Removed: ● $12.9 million of monthly recurring revenue as corporate revenue and
−Removed: ● $6.5 million of monthly recurring revenue as net-centric revenue.
−Removed: Revenues from our corporate, net-centric and enterprise customers represented 43.5%, 41.5% and 15.1% of total service revenue, respectively, for the three months ended September 30, 2025 and represented 45.2%, 35.7% and 19.1% of total service revenue, respectively, for the three months ended September 30, 2024.
−Removed: Our revenue from our corporate customers decreased primarily due to cancellations of low margin and non-core corporate customers acquired with the Cogent Fiber Business.
−Removed: During the three months ended September 30, 2025, we continued to see declining vacancy rates compared to their peak during the COVID-19 pandemic and rising office occupancy rates in certain markets in which we operate continuing a trend that began following the end of the COVID-19 pandemic.
−Removed: Other markets, particularly those in California, Washington D.C.
−Removed: and the Pacific Northwest, continue to see markedly higher vacancy rates.
−Removed: These higher vacancy rates may represent a long-term change in office attendance and occupancy rates in these markets.
−Removed: Despite this overall environment, we are seeing some positive trends in our corporate business.
−Removed: As the option to fully or partially work from home becomes permanently established at many companies, our corporate customers are integrating some of the new applications that became part of the remote work environment, which benefits our corporate business as these customers upgrade their Internet access infrastructure to higher capacity connections.
−Removed: Further, if and when companies eventually return to the buildings in which we operate, we believe it will present an opportunity for increased sales.
−Removed: However, the exact timing and path of these positive trends remains uncertain.
−Removed: Our revenue from our net-centric customers increased, primarily due to growth in network traffic from our legacy net-centric customers partly offset by a reduction in revenue under the Commercial Agreement with TMUSA and a reduction in revenue from net-centric customers acquired with the Cogent Fiber Business.
−Removed: Our net-centric customers purchase our services on a price per megabit basis.
−Removed: The net-centric market exhibits significant pricing pressure due to the continued introduction of new technology, which lowers the marginal cost of transmission and routing, and the commodity nature of the service where price is typically the only differentiating factor for these customers.
−Removed: Our average price per megabit of our installed base of customers decreased by 31.0% from the three months ended September 30, 2024 to the three months ended September 30, 2025.
−Removed: The impact of foreign exchange rates has a more significant impact on our net-centric revenues.
−Removed: Our revenue from our enterprise customers decreased primarily due to a reduction in revenue from low-margin and non-core enterprise customers acquired with the Cogent Fiber Business.
−Removed: Revenue and customer connections by network connection type.
−Removed: On the Closing Date, we classified the total $39.5 million of monthly Cogent Fiber Business revenue as:
−Removed: ● $2.5 million of on-net revenue,
−Removed: ● $32.3 million of off-net revenue and
−Removed: ● $4.7 million of non-core revenue.
−Removed: Page 41 of 60
−Removed: Additionally, on the Closing Date, we classified the total 46,743 Cogent Fiber Business customer connections as:
−Removed: ● 1,560 on-net customer connections,
−Removed: ● 24,667 off-net customer connections and
−Removed: ● 20,516 non-core customer connections.
−Removed: Revenues from our on-net, off-net, wavelength and non-core customers represented 55.9%, 39.3%, 4.2% and 0.6% of total service revenue, respectively, for the three months ended September 30, 2025 and represented 53.0%, 43.3%, 2.1% and 1.6% of total service revenue, respectively, for the three months ended September 30, 2024.
−Removed: Our on-net revenues decreased from the three months ended September 30, 2024 to the three months ended September 30, 2025, primarily from terminations of customers acquired with the Cogent Fiber Business offsetting the increase in revenues from our legacy Cogent customers.
−Removed: Our off-net revenues decreased from the three months ended September 30, 2024 to the three months ended September 30, 2025, primarily from cancellations of low-margin off-net customers and off-net customers in unlicensed markets that we acquired with the Cogent Fiber Business.
−Removed: In connection with our acquisition of the Cogent Fiber Business, we expanded our offerings of optical wavelength and optical transport services over our fiber network.
−Removed: Our wavelength revenue was $10.2 million for the three months ended September 30, 2025 and $5.3 million for the three months ended September 30, 2024.
−Removed: Our non-core revenues decreased from the three months ended September 30, 2024 to the three months ended September 30, 2025 from the cancellation of non-core revenues acquired in the Cogent Fiber Business.
−Removed: Non-core services are services, which we acquired and continue to support but do not actively sell.
−Removed: Network Operations Expenses.
−Removed: Network operations expenses include the costs of personnel associated with service delivery, network management and customer support, network facilities costs, right-of-way fees, fiber and equipment maintenance fees, leased circuit costs, access and facilities fees paid to building owners and excise taxes billed to our customers and recorded on a gross basis.
−Removed: Non-cash equity-based compensation expense is included in network operations expenses consistent with the classification of the employee’s salary and other compensation.
−Removed: Our 18.5% decrease in network operations expense is primarily attributable to our efforts to reduce the network operations costs related to our acquisition of the Cogent Fiber Business.
−Removed: These costs primarily include leased circuit costs, including the reduction of the related “tail-circuit” costs for the reduction in off-net revenue and facilities costs.
−Removed: Selling, General, and Administrative (“SG&A”) Expenses.
−Removed: Our SG&A expenses, including non-cash equity-based compensation expense, increased by 4.1% from the three months ended September 30, 2024 to the three months ended September 30, 2025.
−Removed: Our increase in SG&A operations expense is primarily attributable to the effective termination of TSA fees charged to T-Mobile in early 2025 that reduced our SG&A costs in the three months ended September 30, 2024.
−Removed: The services provided by us to T-Mobile under the TSA included, among others, information technology and network support, finance and back office and other wireless business support.
−Removed: Non-cash equity-based compensation expense is included in SG&A expenses consistent with the classification of the employee’s salary and other compensation.
−Removed: Depreciation and Amortization Expenses.
−Removed: Our depreciation and amortization expense decreased by 29.6% primarily due to the completion of the depreciation of network equipment assets acquired with the Cogent Fiber Business that had an estimated useful life of approximately two years from the acquisition date.
−Removed: Gains on Lease Terminations and Other.
−Removed: The $2.5 million gain for the nine months ended September 30, 2025 primarily resulted from the termination of certain dark fiber leases that were no longer needed as the routes were considered to be redundant with the acquired Cogent Fiber Business network and a $0.7 million gain from the sale of a small parcel of land acquired with the Cogent Fiber Business.
−Removed: Page 42 of 60
−Removed: Interest Income - IP Transit Services Agreement .
−Removed: Under the IP Transit Services Agreement TMUSA will pay us an aggregate of $700.0 million, consisting of (i) $350.0 million in equal monthly installments during the first year after the Closing Date and (ii) $350.0 million in equal monthly installments over the subsequent 42 months.
−Removed: The IP Transit Services Agreement was recorded in connection with the Transaction at its discounted present value resulting in a discount of $79.6 million.
−Removed: The amortization of the discount resulted in interest income of $3.9 million for the three months ended September 30, 2025 and $5.4 million for the three months ended September 30, 2024.
−Removed: Interest Expense.
−Removed: On June 17, 2025, Cogent Communications Group, LLC (“Group”) and Cogent Finance, Inc.
−Removed: (the “Co-Issuer” and, together with Group, the “Issuers”), two wholly owned subsidiaries of Cogent Communications Holdings, Inc.
−Removed: (“Holdings”), issued $600.0 million aggregate principal amount of our 6.50% Senior Secured Notes due 2032 (the “2032 Notes”).
−Removed: The 2032 Notes were issued in connection with the extinguishment of our $500.0 million aggregate principal amount of 3.50% Senior Secured Notes that were due in May 2026 that we issued in May 2021 (the “Existing 2026 Notes”).
−Removed: The net proceeds from the 2032 Notes offering were $597.8 million after deducting offering expenses.
−Removed: We used $507.3 million of the net proceeds from the 2032 Notes offering to redeem in full, and satisfy and discharge our obligations under our Existing 2026 Notes.
−Removed: The obligations under our Existing 2026 Notes included the $500.0 million principal amount, a $5.0 million settlement payment and $2.2 million of accrued interest.
−Removed: Our interest expense resulted from interest incurred on our:
−Removed: ● $500.0 million Existing 2026 Notes issued in May 2021 until they were extinguished on June 17, 2025,
−Removed: ● $600.0 million 2032 Notes issued on June 17, 2025 in connection with the extinguishment of our Existing 2026 Notes,
−Removed: ● $174.4 million of 6.646% New IPv4 Notes issued in April 2025 and $206.0 million of 7.924% Existing IPv4 Notes issued in May 2024 (collectively the “IPv4 Notes”),
−Removed: ● $300.0 million of 7.00% Senior Unsecured Notes due 2027 issued in June 2024 (the “2027 Mirror Notes”),
−Removed: ● $450.0 million of 7.00% Senior Unsecured Notes due 2027 issued in June 2022 (the “2027 Notes”),
−Removed: ● Swap Agreement;
−Removed: ● Finance lease obligations.
−Removed: As of September 30, 2025, the fair value of our Swap Agreement was a net liability of $13.8 million.
−Removed: Changes in the valuation of the Swap Agreement are related changes in interest rates and are included in interest expense.
−Removed: Our interest expense increased by 61.4% from the three months ended September 30, 2024 to the three months ended September 30, 2025, primarily due to the May 2024 issuance of our $206.0 million of Existing IPv4 Notes, the April 2025 issuance of our $174.4 million New IPv4 Notes, the June 2024 issuance of our $300.0 million 2027 Mirror Notes and the June 2025 issuance of our $600.0 million 2032 Notes.
−Removed: Income Tax Benefit.
−Removed: Our income tax benefit was $11.1 million for the three months ended September 30, 2025 and $16.9 million for the three months ended September 30, 2024.
−Removed: The change in our income tax benefit is primarily related to projected operating results related to the Cogent Fiber Business acquisition and the timing of the reversal of deferred tax liabilities acquired with the Cogent Fiber Business.
−Removed: Buildings On-net.
−Removed: As of September 30, 2025, and 2024, we had a total of 3,537 and 3,424 on-net buildings connected to our network, respectively.
−Removed: The increase in our on-net buildings was a result of our disciplined network expansion program.
−Removed: We anticipate adding a similar number of buildings to our network for the next several years.
−Removed: Page 43 of 60
−Removed: Nine months Ended September 30, 2025 Compared to the Nine months Ended September 30, 2024
−Removed: Our management reviews and analyzes several key financial measures in order to manage our business and assess the quality and variability of our service revenue, operating results and cash flows.
−Removed: The following summary tables present a comparison of our results of operations with respect to certain key financial measures.
−Removed: The comparisons illustrated in the tables are discussed in greater detail below.
−Removed: Nine months Ended
−Removed: September 30,
−Removed: (in thousands)
−Removed: Service revenue
−Removed: Network operations expenses (1)
−Removed: Selling, general, and administrative (“SG&A”) expenses (2)
−Removed: Sprint acquisition costs
−Removed: Depreciation and amortization expenses
−Removed: Gains on lease terminations and other
−Removed: Gain on bargain purchase – Sprint
−Removed: Interest income – IP Transit Services Agreement
−Removed: Loss on debt extinguishment and redemption – 2026 notes
−Removed: Interest expense – including change in valuation interest rate swap agreement
−Removed: Income tax benefit
−Removed: (1) Includes non-cash equity-based compensation expenses of $1,566 and $1,204 in the nine months ended September 30, 2025 and 2024, respectively.
−Removed: (2) Includes non-cash equity-based compensation expenses of $20,043 and $17,186 in the nine months ended September 30, 2025 and 2024, respectively.
−Removed: NM – not meaningful
+Added: (1) Includes non-cash equity-based compensation expenses of $319 and $490 in the three months ended March 31, 2026 and 2025, respectively.
+Added: (2) Includes non-cash equity-based compensation expenses of $7,244 and $7,523 in the three months ended March 31, 2026 and 2025, respectively.
Service Revenue .
−Removed: We continually work to grow our total service revenue by increasing the number of potential customers that we can reach on our network.
−Removed: We do this by investing capital to expand the geographic footprint of our network, increasing the number of buildings that we are connected to, including CNDCs and MTOBs, and increasing our penetration rate into our existing buildings.
+Added: We continually work to grow our total service revenue by increasing the number of potential customers that we can reach on our IP Network and our Optical Wave Network.
+Added: We do this by investing capital to expand the geographic footprint of our network, increasing the number of buildings connected to our network, including CNDCs and MTOBs, and increasing our penetration rate into our existing buildings.
These efforts broaden the global reach of our network and increase the size of our potential addressable market.
2 unchanged sentences
In the net-centric market, we offer comparable services in terms of capacity but typically at significantly lower prices.
−Removed: Our service revenue decreased by 6.2% from the nine months ended September 30, 2024 to the nine months ended September 30, 2025.
−Removed: Exchange rates positively impacted our service revenue by $1.9 million reflecting the impact of translating our service revenue for the nine months ended September 30, 2025, at the average foreign currency exchange rates for the nine months ended September 30, 2024.
−Removed: Our total service revenue decreased from the cancellation of low-margin and non-core customers we acquired with the Cogent Fiber Business, and a reduction in revenue under the Commercial Agreement with TMUSA, partially offset by the growth in customers from expanding our network and offering wavelength services, adding additional buildings to our network, increasing our penetration into the buildings connected to our network and gaining market share by offering our services at lower prices than our competitors.
−Removed: Page 44 of 60
+Added: Our service revenue decreased by 3.2% from the three months ended March 31, 2025 to the three months ended March 31, 2026.
+Added: Exchange rates positively impacted our service revenue from the three months ended March 31, 2025 to the three months ended March 31, 2026 by $3.4 million.
+Added: Our total service revenue decreased from the cancellation of low margin and non-core customers we acquired with the Cogent Fiber Business partially offset by the growth in customers from expanding our network, increasing our wavelength service revenue, adding additional buildings to our network, increasing our penetration into the buildings connected to our network and gaining market share by offering our services at lower prices than our competitors.
Revenue recognition standards include guidance relating to any tax assessed by a governmental authority that is directly imposed on a revenue-producing transaction between a seller and a customer and may include, but is not limited to, gross receipts taxes, Universal Service Fund fees and certain state regulatory fees.
−Removed: We record these taxes billed to our customers on a gross basis (as service revenue and network operations expense) in our condensed consolidated statements of comprehensive loss.
−Removed: The impact of these taxes including the Universal Service Fund resulted in a decrease to our revenues of $0.1 million from the nine months ended September 30, 2024 to the nine months ended September 30, 2025.
−Removed: Nine months Ended
−Removed: September 30,
+Added: We record these taxes billed to our customers on a gross basis (as service revenue and network operations expense) in our condensed consolidated statements of comprehensive income.
+Added: The impact of these taxes including the Universal Service Fund resulted in a decrease to our revenues of $0.7 million from the three months ended March 31, 2025 to the three months ended March 31, 2026.
+Added: Page 33 of 46
+Added: Three Months Ended
Other Operating Data
8 unchanged sentences
Our corporate customers generally purchase their services on a price per connection basis.
−Removed: Our net-centric customers generally purchase their services on a price per megabit-metered basis.
+Added: Our net-centric customers generally purchase their IP services on a price per megabit-metered basis and purchase their optical wavelength services on a per connection basis priced by a combination of distance, connection size and contract term.
We began to serve enterprise customers in connection with our acquisition of the Cogent Fiber Business.
1 unchanged sentence
Our enterprise customers generally purchase our services on a price per location basis.
+Added: We believe that we are in a unique position to monetize the Cogent Fiber Business and its network, and we expect to achieve significant cost reduction synergies and revenue synergies from the Transaction.
On the Closing Date, with the Cogent Fiber Business we acquired:
2 unchanged sentences
● 23,209 enterprise customer connections.
−Removed: Page 45 of 60
−Removed: We classified the $39.5 million of May 2023 Cogent Fiber Business revenue as:
+Added: We classified the $39.5 million of May 2023 Cogent Fiber Business monthly revenue as:
● $20.1 million of monthly recurring revenue as enterprise revenue,
● $12.9 million of monthly recurring revenue as corporate revenue, and,
+Added: Page 34 of 46
● $6.5 million of monthly recurring revenue as net-centric revenue.
−Removed: Revenues from our corporate, net-centric and enterprise customers represented 44.2%, 39.5% and 16.3% of total service revenue, respectively, for the nine months ended September 30, 2025 and represented 46.0%, 35.1% and 18.9% of total service revenue, respectively, for the nine months ended September 30, 2024.
+Added: Revenues from our corporate, net-centric and enterprise customers represented 42.3%, 44.2% and 13.5% of total service revenue, respectively, for the three months ended March 31, 2026 and represented 44.8%, 37.5% and 17.7% of total service revenue, respectively, for the three months ended March 31, 2025.
Our revenue from our corporate customers decreased primarily due to cancellations of low margin and non-core corporate customers acquired with the Cogent Fiber Business.
−Removed: Our corporate customers take advantage of our superior speeds, greater aggregate throughput, service levels and installation times versus our competitors During the nine months ended September 30, 2025, we continued to see declining vacancy rates compared to their peak during the COVID-19 pandemic and rising office occupancy rates in certain markets in which we operate continuing a trend that began following the end of the COVID-19 pandemic.
+Added: Our corporate customers take advantage of our superior speeds, greater aggregate throughput, service levels and installation times versus our competitors.
+Added: During the three months ended March 31, 2026, we continued to see declining vacancy rates compared to their peak during the COVID-19 pandemic and rising office occupancy rates in certain markets in which we operate continuing a trend that began following the end of the COVID-19 pandemic.
Other markets, particularly those in California, Washington D.C.
5 unchanged sentences
However, the exact timing and path of these positive trends remains uncertain.
−Removed: Our revenue from our net-centric customers increased, primarily due to growth in network traffic from our legacy net-centric customers partly offset by a reduction in revenue under the Commercial Agreement with TMUSA and from net-centric customers acquired with the Cogent Fiber Business.
−Removed: Our net-centric customers purchase our services on a price per megabit basis.
+Added: Our revenue from our net-centric customers increased, primarily due to growth in network traffic from our legacy net-centric customers partly offset by a reduction in revenue from net-centric customers acquired with the Cogent Fiber Business.
+Added: Our net-centric customers purchase our IP services on a price per megabit basis and purchase their optical wavelength services on a per connection basis priced by a combination of distance, connection size and contract term.
The net-centric market exhibits significant pricing pressure due to the continued introduction of new technology, which lowers the marginal cost of transmission and routing, and the commodity nature of the service where price is typically the only differentiating factor for these customers.
−Removed: Our average price per megabit of our installed base of customers decreased by 28.6% from the nine months ended September 30, 2024 to the nine months ended September 30, 2025.
+Added: Our average price per megabit of our installed base of customers decreased by 36.1% from the three months ended March 31, 2025 to the three months ended March 31, 2026.
The impact of foreign exchange rates has a more significant impact on our net-centric revenues.
Our revenue from our enterprise customers decreased primarily due to a reduction in revenue from low-margin and non-core enterprise customers acquired with the Cogent Fiber Business.
−Removed: Service revenue classified as on-net revenue and enterprise revenue from a low-margin resale customer acquired in connection with the Cogent Fiber Business was $9.7 million for the nine months ended September 30, 2024.
−Removed: The resale customer cancelled its service on June 1, 2024.
Revenue and customer connections by network connection type.
3 unchanged sentences
● $4.7 million of non-core revenue.
−Removed: Page 46 of 60
Additionally, on the Closing Date, we classified the total 46,743 Cogent Fiber Business customer connections as:
2 unchanged sentences
● 20,516 non-core customer connections.
−Removed: Revenues from our on-net, off-net, wavelength and non-core customers represented 54.0%, 41.4%, 3.6% and 1.0% of total service revenue, respectively, for the nine months ended September 30, 2025 and represented 53.0%, 43.5%, 1.6% and 1.9% of total service revenue, respectively, for the nine months ended September 30, 2024.
−Removed: Our on-net revenues decreased from the nine months ended September 30, 2024 to the nine months ended September 30, 2025, primarily from terminations from customers acquired with the Cogent Fiber Business more than offsetting the increase in revenues from our legacy Cogent customers.
−Removed: Service revenue classified as on-net revenue and enterprise revenue from this low-margin resale customer acquired in connection with the Cogent Fiber Business was $9.7 million for the nine months ended September 30, 2024.
−Removed: The resale customer cancelled its service on June 1, 2024.
−Removed: Our off-net revenues decreased from the nine months ended September 30, 2024 to the nine months ended September 30, 2025, primarily from cancellations of low-margin off-net customers and off-net customers in unlicensed markets that we acquired with the Cogent Fiber Business.
+Added: Revenues from our on-net, off-net, wavelength and non-core customers represented 56.7%, 37.2%, 5.7% and 0.4% of total service revenue, respectively, for the three months ended March 31, 2026 and represented 52.5%, 43.4%, 2.9% and 1.2% of total service revenue, respectively, for the three months ended March 31, 2025.
+Added: Page 35 of 46
+Added: Our on-net revenues increased from the three months ended March 31, 2025 to the three months ended March 31, 2026, primarily from an increase in revenues from our legacy Cogent customers.
+Added: Of the $39.5 million of monthly revenue we acquired with the Cogent Fiber acquisition, only 6.3% was on-net revenue.
+Added: Our off-net revenues decreased from the three months ended March 31, 2025 to the three months ended March 31, 2026 primarily from cancellations of low-margin off-net customers and off-net customers in unlicensed markets that we acquired with the Cogent Fiber Business.
+Added: Of the $39.5 million of monthly revenue we acquired with the Cogent Fiber acquisition, 81.7% was off-net revenue.
In connection with our acquisition of the Cogent Fiber Business, we expanded our offerings of optical wavelength and optical transport services over our fiber network.
−Removed: Wavelength revenue was $26.4 million for the nine months ended September 30, 2025 and $12.2 million for the nine months ended September 30, 2024.
−Removed: Our non-core revenues decreased from the nine months ended September 30, 2024 to the nine months ended September 30, 2025 from the cancellation of non-core revenues acquired in the Cogent Fiber Business.
−Removed: Non-core services are services, that we acquired and continue to support but do not actively sell.
+Added: Wavelength revenue was $13.6 million for the three months ended March 31, 2026 and $7.1 million for the three months ended March 31, 2025.
+Added: Our non-core revenues decreased from the three months ended March 31, 2025 to the three months ended March 31, 2026 from the cancellation of non-core revenues acquired in the Cogent Fiber Business.
+Added: Non-core services are services, which we acquired and continue to support but do not actively sell.
+Added: Of the $39.5 million of monthly revenue we acquired with the Cogent Fiber acquisition, we classified 11.9% as non-core revenue.
Network Operations Expenses.
1 unchanged sentence
Non-cash equity-based compensation expense is included in network operations expenses consistent with the classification of the employee’s salary and other compensation.
−Removed: Our 16.4% decrease in network operations expense is primarily attributable to our efforts to reduce the network operations costs related to our acquisition of the Cogent Fiber Business.
+Added: The 6.0% decrease in network operations expense was primarily attributable to our efforts to reduce the network operations costs related to our acquisition of the Cogent Fiber Business.
These costs primarily include leased circuit costs, including the reduction of the related “tail-circuit” costs for the reduction in off-net revenue and facilities costs.
Selling, General, and Administrative (“SG&A”) Expenses.
−Removed: Our SG&A expenses, including non-cash equity-based compensation expense, decreased by 1.6% from the nine months ended September 30, 2024 to the nine months ended September 30, 2025.
−Removed: Our decrease in SG&A operations expense is primarily attributable to our efforts to reduce SG&A costs related to our acquisition of the Cogent Fiber Business.
−Removed: These costs primarily include compensation and related costs and third-party services costs.
+Added: Our SG&A expenses, including non-cash equity-based compensation expense, decreased by 2.1% from the three months ended March 31, 2025 to the three months ended March 31, 2026.
+Added: Our decrease in SG&A operations expense was primarily attributable to our efforts to reduce SG&A costs related to our acquisition of the Cogent Fiber Business.
+Added: These costs primarily include compensation and related costs.
Non-cash equity-based compensation expense is included in SG&A expenses consistent with the classification of the employee’s salary and other compensation.
−Removed: Acquisition-Related Costs.
−Removed: In connection with the Transaction and negotiation of the Purchase Agreement, we incurred cumulative professional fees and other acquisition related costs totaling $42.1 million, including $28.6 million of reimbursed severance costs.
−Removed: Such fees totaled $21.4 million for the nine months ended September 30, 2024.
−Removed: There were no acquisition related costs recorded in the nine months ended September 30, 2025.
Depreciation and Amortization Expenses.
−Removed: Our depreciation and amortization expense decreased from the nine months ended September 30, 2024 to the nine months ended September 30, 2025 by 8.2% primarily due to the completion of the depreciation of network equipment assets acquired with the Cogent Fiber Business that had an estimated useful life of approximately two years from the acquisition date.
−Removed: Page 47 of 60
−Removed: Gains on Lease Terminations and Other.
−Removed: In June 2024, we elected to exercise a contractual option to prepay in full at a 12.0% discounted rate an IRU finance lease agreement between us and a vendor we assumed with the Cogent Fiber Business for $114.6 million.
−Removed: At the payment date, the present value of the IRU finance lease liability was $117.9 million and the remaining $4.2 million monthly principal payments totaled $130.2 million.
−Removed: The prepayment resulted in a gain on lease termination of $3.3 million related to the difference between the book value of $117.9 million and the cash payment of $114.6 million.
−Removed: We are continuing to use the related IRU asset.
−Removed: The $2.5 million gain for the nine months ended September 30, 2025 primarily resulted from the termination of certain dark fiber leases that were no longer needed as the routes were considered to be redundant with the acquired Cogent Fiber Business network and a $0.7 million gain from the sale of a small parcel of land acquired with the Cogent Fiber Business.
−Removed: Gain on Bargain Purchase.
−Removed: We accounted for the Transaction as a business combination.
−Removed: The identifiable assets acquired and liabilities assumed were recorded at their fair values as of the acquisition date.
−Removed: Assigning fair market values to the assets acquired and liabilities assumed at the date of an acquisition requires the use of significant judgment regarding estimates and assumptions.
−Removed: During the nine months ended September 30, 2024, we made certain adjustments to our estimates of the fair market value of the assets acquired and liabilities assumed resulting in an increase to the gain on bargain purchase of $22.2 million for the nine months ended September 30, 2024.
−Removed: The total bargain purchase gain was $1.4 billion.
+Added: Our depreciation and amortization expense decreased by 28.9%.
+Added: The decrease was primarily due to assets acquired with the Cogent Fiber Business becoming fully depreciated, in particular acquired network equipment assets, more than offsetting the increase in our deployed fixed assets.
Interest Income - IP Transit Services Agreement .
1 unchanged sentence
The IP Transit Services Agreement was recorded in connection with the Transaction at its discounted present value resulting in a discount of $79.6 million.
−Removed: The amortization of the discount resulted in interest income of $12.9 million for the nine months ended September 30, 2025 and $18.7 million for the nine months ended September 30, 2024.
−Removed: Loss on Debt Extinguishment and Redemption – Existing 2026 Notes .
−Removed: On June 17, 2025 we issued $600.0 million aggregate principal amount of our 6.50% Senior Secured Notes due 2032 (the “2032 Notes”).
−Removed: Our 2032 Notes were issued in connection with the extinguishment of our $500.0 million aggregate principal amount of our Existing 2026 Notes.
−Removed: The net proceeds from the 2032 Notes offering were $597.8 million after deducting offering expenses.
−Removed: We used $507.3 million of the net proceeds from the 2032 Notes offering to redeem in full, and satisfy and discharge our obligations under the 2026 Notes.
−Removed: The obligations under the 2026 Notes included the $500.0 million principal amount, a $5.0 million make-whole payment and $2.2 million of accrued interest.
−Removed: As a result of the redemption of the Existing 2026 Notes we incurred a loss on debt extinguishment and redemption of $5.6 million.
−Removed: Interest Expense.
+Added: The amortization of the discount resulted in interest income of $3.1 million for the three months ended March 31, 2026 and $4.7 million for the three months ended March 31, 2025.
+Added: Interest Expense - Including Change in Valuation of Swap Agreement .
Our interest expense resulted from interest incurred on our:
−Removed: ● $500.0 million Existing 2026 Notes issued in May 2021 until they were extinguished on June 17, 2025,
−Removed: ● $600.0 million 2032 Notes issued on June 17, 2025 in connection with the extinguishment of our Existing 2026 Notes,
+Added: ● $500.0 million 2026 Notes issued in May 2021 until they were extinguished on June 17, 2025,
+Added: ● $600.0 million 2032 Notes issued on June 17, 2025 in connection with the extinguishment of our 2026 Notes,
● $174.4 million of 6.646% New IPv4 Notes issued in April 2025 and our $206.0 million of 7.924% Existing IPv4 Notes issued in May 2024 (collectively the “IPv4 Notes”),
1 unchanged sentence
● $450.0 million of 7.00% Senior Unsecured Notes due 2027 issued in June 2022 (the “2027 Notes”),
−Removed: ● Swap Agreement;
−Removed: ● Finance lease obligations.
−Removed: As of September 30, 2025, the fair value of our Swap Agreement was a net liability of $13.8 million.
−Removed: Changes in the valuation of our Swap Agreement are related changes in interest rates and are included in interest expense.
−Removed: Our interest expense increased by 37.1% from the nine months ended September 30, 2024 to the nine months ended September 30, 2025, primarily due to the May 2024 issuance of our $206.0 million of Existing IPv4 Notes, the April 2025 issuance of $174.4 million of our New IPv4
Page 36 of 46
−Removed: Notes, the June 2024 issuance of our $300.0 million 2027 Mirror Notes and the June 2025 issuance of our $600.0 million of 2032 Notes.
+Added: ● Our interest rate swap agreement until it expired in February 2026;
+Added: ● Our finance lease obligations.
+Added: Our interest expense increased by 28.2% from the three months ended March 31, 2025 to the three months ended March 31, 2026.
+Added: Our interest expense increased primarily due to the April 2025 issuance of our New IPv4 Notes, the June 2025 issuance of our 2032 Notes issued for $100.0 million of additional principal amount and at a higher interest rate compared to our extinguished 2026 Notes and our final $4.1 million payment on our interest rate swap agreement in February 2026.
Income Tax Benefit.
−Removed: Our income tax benefit was $46.0 million for the nine months ended September 30, 2025 and $43.9 million for the nine months ended September 30, 2024.
−Removed: The change in our income tax benefit is primarily related to projected operating results related to the Cogent Fiber Business acquisition and the timing of the reversal of deferred tax liabilities acquired with the Cogent Fiber Business.
+Added: Our income tax benefit was $11.4 million for the three months ended March 31, 2026 and $18.2 million for the three months ended March 31, 2025.
+Added: The change in our income tax benefit is primarily related to projected operating results related to the Cogent Fiber Business acquisition and the reversal of deferred tax liabilities acquired with the Cogent Fiber Business.
Buildings On-net.
−Removed: As of September 30, 2025, and 2024, we had a total of 3,537 and 3,424 on-net buildings connected to our network, respectively.
+Added: As of March 31, 2026 and 2025, we had a total of 3,605 and 3,500 on-net buildings connected to our network, respectively.
The increase in our on-net buildings was a result of our disciplined network expansion program.
1 unchanged sentence
Liquidity and Capital Resources
−Removed: Acquisition of Sprint Communications – Cash Flow
+Added: Acquisition of Cogent Fiber Business
+Added: Acquisition of Cogent Fiber Business – Cash Flow
The Cogent Fiber Business’s cash flow was negative at the time of negotiations and during its recent history.
1 unchanged sentence
Based on management’s internal modeling at the culmination of the due diligence process, management determined this cash payment to be $700.0 million.
−Removed: Management intends to reduce the negative cash flow of the Cogent Fiber Business through the payments from the IP Transit Services Agreement, reducing operating costs and increasing revenue primarily by providing optical wavelength and optical transport services.
+Added: Management intends to reduce the negative cash flow of the Cogent Fiber Business through the payments from the IP Transit Services Agreement, by reducing operating costs and by increasing revenue primarily by providing optical wavelength and optical transport services.
We are selling these services to our existing customers, customers we acquired with the Cogent Fiber Business and to new customers who require dedicated optical transport connectivity without the capital and ongoing expenses associated with owning and operating network infrastructure.
−Removed: Our cash flow requirements related to the acquisition of the Cogent Fiber Business will be dependent upon our ability to reduce the acquired operating costs, our success in retaining the acquired customers and our ability to sell optical wavelength and optical transport services over our fiber network.
+Added: Our cash flow requirements related to the acquisition of the Cogent Fiber Business will be dependent upon our ability to reduce the acquired operating costs, our success in retaining the profitable acquired customers and our ability to sell optical wavelength and optical transport services over our Optical Wave Network.
Under the IP Transit Services Agreement, TMUSA will pay us an aggregate of $700.0 million, consisting of (i) $350.0 million in equal monthly installments of $29.2 million per month during the first year after the Closing Date and (ii) $350.0 million in equal monthly installments of $8.3 million per month over the subsequent 42 months.
−Removed: Through September 30, 2025, we received monthly payments totaling $483.3 million under the IP Transit Services Agreement, reflected as cash flows from investing activities in our condensed consolidated statements of cash flows.
+Added: Through March 31, 2026, we received monthly payments totaling $533.3 million under the IP Transit Services Agreement, reflected as cash flows from investing activities in our consolidated statements of cash flows.
As our business has grown as a result of an increasing customer base, the Transaction, broader geographic coverage and increased traffic on our network, we have historically produced a growing level of cash provided by operating activities.
2 unchanged sentences
Increasing our cash provided by operating activities is, in part, dependent upon our ability to reduce the operating costs of the Cogent Fiber Business while retaining its profitable revenue, expanding our geographic footprint and increasing our revenues from our wavelength and optical network services.
−Removed: During the first nine months of 2025, we have received a total of $75.0 million under the IP Transit Services Agreement.
−Removed: During the remainder of 2025, we expect to receive a total of $25.0 million under the monthly payments under the IP Transit Services Agreement.
−Removed: This includes three monthly payments of $8.3 million each.
−Removed: Potential Sale of Acquired Data Centers
−Removed: In October 2025, we entered into a non-binding letter of intent “(LOI”) for the sale of two data center facilities (the “Facilities”) and the associated land for $144.0 million in cash.
−Removed: The LOI includes certain contingencies, including the completion of further due diligence by the prospective buyer and negotiation and execution of a definitive purchase and sale agreement.
−Removed: The Facilities are owned real estate acquired and repurposed by us in the Transaction.
−Removed: Page 49 of 60
Liquidity and cash obligations
1 unchanged sentence
We have had increasing success in raising capital by issuing notes and arranging financing and entering into leases that have had a lower cost and more flexible terms.
−Removed: The combination of our operating performance and access to capital has enhanced our financial flexibility and increased our ability to make distributions to stockholders in the form of cash dividends or through share repurchases.
+Added: The combination of our operating performance and access to capital has enhanced our financial flexibility and increased our ability to make distributions to stockholders in the form of cash dividends or through share
+Added: Page 37 of 46
Since our initial public offering, we have returned $1.8 billion to our stockholders through share repurchases and dividends.
We will continue to assess our capital and liquidity needs and, where appropriate, return capital to our stockholders.
−Removed: Over the next several years, we have significant contractual and anticipated cash outlays including our indicative dividend payments on our common stock, our maturing debt obligations, interest payments on our debt obligations and Swap Agreement and our projected capital expenditure requirements in order to help execute our business plan including the continued integration of the Cogent Fiber Business.
−Removed: The long-term debt interest obligations and maturity dates of our long-term debt obligations are as follows:
−Removed: ● Our $600.0 million 2032 Notes mature in July 2032 and include annual interest payments of $39.0 million until maturity,
+Added: Over the next several years, we have significant contractual and anticipated cash outlays including our indicative dividend payments on our common stock, our maturing debt obligations, interest payments on our debt obligations and our projected capital expenditure requirements in order to help execute our business plan including the continued integration of the Cogent Fiber Business.
+Added: Our long-term debt interest obligations and maturity dates of our long-term debt obligations are as follows:
● Our $450.0 million 2027 Notes mature in June 2027 and include annual interest payments of $31.5 million until maturity,
● Our $300.0 million 2027 Mirror Notes mature in June 2027 and include annual interest payments of $21.0 million until maturity,
−Removed: ● Our $206.0 million Existing IPv4 Notes effectively mature in May 2029 (i.e., the interest rate will significantly increase if we do not pay them on the monthly payment date in May of 2029) and include annual interest payments of $16.3 million until such date (which amount increases if the Existing IPv4 Notes are not repaid prior to May 2029) and
−Removed: ● Our $174.4 million New IPv4 Notes effectively mature in April 2030 (i.e., the interest rate will significantly increase if we do not pay them on the monthly payment date in April of 2030) and include annual interest payments of $11.6 million until such date (which amount increases if the New IPv4 Notes are not repaid prior to April 2030).
−Removed: Under our Swap Agreement, we pay the counterparty a semi-annual payment based upon overnight SOFR plus a contractual interest rate spread, and the counterparty pays us a semi-annual fixed 3.50% interest payment.
−Removed: These settlement payments are made in November and May of each year until the Swap Agreement expires in February 2026.
−Removed: As of September 30, 2025, $13.8 million of our cash and cash equivalents are restricted for use under our Swap Agreement.
−Removed: We have made a $14.3 million deposit with the counterparty to the Swap Agreement.
−Removed: If the fair value of the Swap Agreement exceeds a net liability of $14.3 million, we will be required to deposit additional funds with the counterparty equal to the net liability fair value.
+Added: ● Our $206.0 million Existing IPv4 Notes effectively mature in May 2029 (i.e., the interest rate will significantly increase if we do not pay them on the monthly payment date in May of 2029) and include annual interest payments of $16.3 million until such date (which amount increases if the Existing IPv4 Notes are not repaid prior to May 2029),
+Added: ● Our $174.4 million New IPv4 Notes effectively mature in April 2030 (i.e., the interest rate will significantly increase if we do not pay them on the monthly payment date in April of 2030) and include annual interest payments of $11.6 million until such date (which amount increases if the New IPv4 Notes are not repaid prior to April 2030), and
+Added: ● Our $600.0 million 2032 Notes mature in July 2032 and include annual interest payments of $39.0 million until maturity.
We may need to, or elect to, refinance all or a portion of our indebtedness at or before maturity, and we cannot provide assurances that we will be able to refinance any such indebtedness on commercially reasonable terms or at all.
4 unchanged sentences
We or our affiliates may, at any time and from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise.
−Removed: Such repurchases or exchanges, if any, will be upon such terms and at such prices as we may determine, and
−Removed: Page 50 of 60
−Removed: will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.
+Added: Such repurchases or exchanges, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.
The amounts involved may be material.
−Removed: In light of the economic uncertainties associated with the global economy, including due to the impact from tariffs and trade restrictions, the cash flow requirements of the Cogent Fiber Business, the lingering impact of the COVID-19 pandemic and recent bank failures and liquidity concerns at certain other banks, our executive officers and Board of Directors have continued to carefully monitor our liquidity and cash requirements.
−Removed: Based on current circumstances, we have decreased our quarterly dividend to $0.02 per share of common stock for the dividend to be paid in the fourth quarter of 2025.
+Added: In light of the economic uncertainties associated with the global economy, including due to the impact from tariffs and trade restrictions, the cash flow requirements of the Cogent Fiber Business, the lingering impact of the COVID-19 pandemic our executive officers and Board of Directors have continued to carefully monitor our liquidity and cash requirements.
+Added: Based on current circumstances, we decreased our quarterly dividend to $0.02 per share of common stock for the dividend that was paid in the fourth quarter of 2025.
Any future determination regarding dividends, including a decision to increase our quarterly dividend, will be at the discretion of the Board and will depend on the Company’s financial condition, results of operations, capital requirements, any legal or contractual restrictions on the payment of dividends, and other factors the Board deems relevant.
2 unchanged sentences
Cash, cash equivalents and restricted cash
−Removed: As of September 30, 2025, we had cash, cash equivalents and restricted cash of $226.3 million.
−Removed: Restricted cash as of September 30, 2025 was $79.2 million.
−Removed: The net proceeds from our 2032 Notes, after the extinguishment and redemption of our Existing 2026 Notes, were $92.8 million.
−Removed: The net proceeds of our $174.4 million New IPv4 Notes that we issued in April 2025 were $170.5 million of which $72.6 was restricted.
+Added: As of March 31, 2026, we had cash, cash equivalents and restricted cash of $179.3 million.
+Added: Restricted cash as of March 31, 2026 was $39.0 million.
+Added: The net proceeds from our 2032 Notes, after the extinguishment and redemption of our 2026 Notes, were $92.8 million.
+Added: The net proceeds of our $174.4 million New IPv4 Notes that we issued in April 2025 were $170.5 million of which
+Added: Page 38 of 46
+Added: $72.6 was restricted.
This restricted cash becomes available to us based upon improvements in our monthly leverage ratio and our debt service coverage ratio (as defined in the IPv4 Notes Indenture).
−Removed: During the three months ended September 30, 2025 the restriction on $14.1 million of restricted cash was released primarily due to an improvement in our monthly leverage and debt service coverage ratios under the IPv4 base Indenture.
−Removed: We believe we are able to timely service our debt obligations and will not require any concessions to do so.
+Added: During the three months ended March 31, 2026 and the year ended December 31, 2025, the restriction on $13.5 million and $26.9 million, respectively, of restricted cash was released primarily due to an improvement in our monthly leverage and debt service coverage ratios under the IPv4 Indenture.
+Added: Under the Terms of the indenture, we have until October 2026 to satisfy the performance metrics and unlock the remaining restricted funds.
+Added: Any amounts remaining on deposit in the prefunding account after October 2026 will be withdrawn and applied to prepay the April 2025 IPv4 Notes on a pro rata basis based on the initial principal amount.
+Added: We believe we are able to timely service our debt obligations.
We believe we will have access to additional capital from a variety of sources and the public capital markets for debt and equity.
5 unchanged sentences
The following table sets forth our consolidated cash flows:
−Removed: Nine months Ended September 30,
+Added: Three Months Ended March 31,
(in thousands)
−Removed: Net cash used in operating activities
−Removed: Net cash (used in) provided by investing activities
−Removed: Net cash provided by financing activities
+Added: Net cash provided by operating activities
+Added: Net cash used in investing activities
+Added: Net cash used in financing activities
Effect of exchange rates changes on cash
−Removed: Net (decrease) increase in cash and cash equivalents and restricted cash
−Removed: Net Cash Used in Operating Activities.
+Added: Net decrease in cash and cash equivalents and restricted cash
+Added: Net Cash Provided by Operating Activities.
Our primary source of operating cash is receipts from our customers who are billed on a monthly basis for our services.
−Removed: Our primary uses of operating cash are payments made to our vendors, payments under the TSA, payments to employees and interest payments made to our finance lease vendors and our note holders.
+Added: Our primary uses of operating cash are payments made to our vendors, payments to employees and interest payments made to our finance lease vendors and our note holders.
Our changes in cash provided by operating activities are primarily due to changes in our operating profit and changes in our interest payments.
−Removed: We paid $55.0 million and $31.0 million of interest on our long-term debt obligations for the nine months ended September 30, 2025 and 2024, respectively.
−Removed: On the Closing Date, we entered into a TSA with the Seller, pursuant to which the Seller will provide to us, and we will
−Removed: Page 51 of 60
−Removed: provide to the Seller on an interim basis following the Closing Date, Transition Services to ensure an orderly transition following the separation of the Cogent Fiber Business from Sprint Communications.
−Removed: Amounts billed under the TSA are due 30 days from receipt of the related invoice.
−Removed: During the nine months ended September 30, 2024, we were billed $26.3 million as due to the Seller under the TSA.
−Removed: and we paid $91.9 million to the Seller under the TSA.
−Removed: Amounts recorded and paid as due to the Seller under the TSA resulted in a use of cash in operating activities of $65.3 million for the nine months ended September 30, 2024.
−Removed: Amounts billed and paid under the TSA for the nine months ended September 30, 2025 were immaterial.
−Removed: Net Cash (Used in) Provided by Investing Activities.
+Added: Interest payments on our note obligations were $28.0 million and $4.1 million for the three months ended March 31, 2026 and 2025, respectively.
+Added: Our Interest payments on our note obligations for the three months ended March 31, 2026 included our initial interest payment of $21.0 million on our 2032 Notes.
+Added: Net Cash Used in Investing Activities.
Our primary use of cash for investing activities is for purchases of property and equipment.
−Removed: Purchases of property and equipment were $150.5 million and $148.9 million for the nine months ended September 30, 2025 and 2024, respectively.
−Removed: The changes in purchases of property and equipment were primarily due to the timing and scope of our network expansion and reconfiguration activities including geographic expansion, purchases related to our acquisition of the Cogent Fiber Business, costs associated with providing wave and optical transport services, conversion costs related to acquired data centers and adding buildings to our network.
−Removed: Our primary source of investing cash is from payments under the IP Transit Services Agreement with TMUSA, pursuant to which TMUSA will pay us an aggregate of $700.0 million, consisting of (i) $350.0 million in equal monthly installments during the first year after the Closing Date and (ii) $350.0 million in equal monthly installments over the subsequent 42 months.
−Removed: During the nine months ended September 30, 2025 and 2024 we were paid $75.0 million and $179.2 million under the IP Transit Services Agreement, respectively.
−Removed: Net Cash Provided by Financing Activities.
+Added: Purchases of property and equipment were $46.2 million and $58.1 million for the three months ended March 31, 2026 and 2025, respectively.
+Added: The changes in purchases of property and equipment were primarily due to the timing and scope of our network expansion and reconfiguration activities including geographic expansion, purchases related to our acquisition of the Cogent Fiber Business, costs associated with providing wave services, conversion costs related to acquired data centers and adding buildings to our network.
+Added: The reduction in purchases of property and equipment from the three months ended March 31, 2025 to the three months ended March 31, 2026 was primarily due to the completion of the conversion of the acquired data centers.
+Added: On the Closing Date, we entered into the IP Transit Services Agreement pursuant to which TMUSA will pay us an aggregate of $700.0 million, consisting of (i) $350.0 million in equal monthly installments during the first year after the Closing Date and (ii) $350.0 million in equal monthly installments over the subsequent 42 months.
+Added: During the three months ended March 31, 2026 and 2025 we were paid $25.0 million and $25.0 million under the IP Transit Services Agreement, respectively.
+Added: Net Cash Used in Financing Activities.
Our primary uses of cash for financing activities are for dividend payments, purchases of our common stock and principal payments under our finance lease obligations.
−Removed: Our primary sources of cash for financing activities are issuances of note obligations.
−Removed: During the nine months ended September 30, 2025 and 2024 we paid $147.8 million and $141.0 million for our quarterly dividend payments, respectively.
−Removed: Our quarterly dividends payments have increased due to increases in our quarterly dividend per share amounts.
−Removed: Purchases of our common stock under our stock buyback program were $16.7 million and $8.0 million for the nine months ended September 30, 2025 and 2024, respectively.
−Removed: Principal payments under our finance lease obligations were $25.3 million and $161.2 million for the nine months ended September 30, 2025 and 2024, respectively.
−Removed: In June 2024, we elected to exercise a contractual option to prepay in full at a 12.0% discounted rate an IRU finance lease agreement between us and a vendor we assumed with the Cogent Fiber Business for $114.6 million.
−Removed: At the payment date, the present value of the IRU finance lease liability was $117.9 million and the remaining 31 monthly principal payments of $4.2 million totaled $130.2 million.
−Removed: The prepayment resulted in a gain on lease termination of $3.3 million related to the difference between the book value and the cash payment.
−Removed: Changes in our principal payments under our finance lease obligations were primarily due to the timing and extent of our network expansion and reconfiguration activities including geographic expansion, purchases related to our acquisition of the Cogent Fiber Business associated with providing wave and optical network services and adding buildings to our network.
−Removed: We completed a series of debt issuances in the nine months ended September 30, 2025.
−Removed: On April 11, 2025, we issued $174.4 million aggregate principal amount of 6.646% secured IPv4 address revenue notes, Series 2025-1 Class A-2 (collectively, the “New IPv4 Notes”), with an anticipated repayment date in April 2030, in an offering exempt from registration under the Securities Act.
−Removed: The net proceeds of the New IPv4 Notes, after offering expenses were $170.5 million, of which $72.6 million was restricted cash.
−Removed: Certain of the restricted cash net proceeds becomes available to us based upon improvements in our monthly leverage ratio and debt service coverage ratio (both as defined in the IPv4 Notes Indenture).
−Removed: During the three months ended September 30, 2025, $14.1 million of restricted cash became unrestricted primarily due to an improvement in our monthly leverage and debt service coverage ratios under the IPv4 Notes Indenture.
−Removed: Interest on our New IPv4 Notes is paid monthly.
−Removed: From and after the monthly payment date in April of 2030, principal payments will also be required to be made on our New IPv4 Notes monthly.
−Removed: No principal payments will be due on the New IPv4 Notes prior to the monthly payment date in April of 2030, unless certain rapid amortization, mandatory prepayment or acceleration triggers are activated.
−Removed: On June 17, 2025 (the “2032 Notes Closing Date”), we completed an offering of $600.0 million of 2032 Notes for issuance in a private placement not registered under the Securities Act.
−Removed: The net proceeds from the offering were $597.8 million after deducting offering expenses.
−Removed: On June 4, 2025, we issued a notice of conditional full redemption to holders of all of our outstanding $500.0
+Added: Our primary sources of cash for financing activities
Page 39 of 46
−Removed: million Existing 2026 Notes, specifying the 2032 Notes Closing Date as the redemption date.
−Removed: On the 2032 Notes Closing Date, we used $507.3 million of the net proceeds from the offering to redeem in full, and satisfy and discharge our obligations under our Existing 2026 Notes.
−Removed: The obligations paid under our Existing 2026 Notes included:
−Removed: ● $500.0 million principal amount,
−Removed: ● $5.0 million make-whole payment, and
−Removed: ● $2.2 million of accrued interest.
−Removed: We completed a series of debt issuances in the nine months ended September 30, 2024.
−Removed: On May 2, 2024, we issued $206.0 million of our Existing IPv4 Notes, with an anticipated repayment date in May 2029.
−Removed: The net proceeds from the offering, after debt offering costs, were $198.4 million.
−Removed: Interest on the Existing IPv4 Notes is paid monthly.
−Removed: From and after the monthly payment date in May of 2029, principal payments will also be required to be made on the Existing IPv4 Notes monthly.
−Removed: No principal payments will be due on the Existing IPv4 Notes prior to the monthly payment date in May of 2029, unless certain rapid amortization, mandatory prepayment or acceleration events occur.
−Removed: On June 11, 2024, we completed an offering of $300.0 million of 2027 Mirror Notes for issuance in a private placement not registered under the Securities Act.
−Removed: The 2027 Mirror Notes were issued at a price equal to 98.50% of their face value.
−Removed: The net proceeds from the offering were approximately $291.9 million after deducting the discount and offering expenses.
−Removed: The 2027 Mirror Notes bear interest at a rate of 7.00% per annum.
−Removed: Interest began to accrue on the 2027 Mirror Notes on June 11, 2024 and is paid semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2024.
−Removed: Unless earlier redeemed or repurchased, the 2027 Mirror Notes will mature on June 15, 2027.
+Added: are issuances of note obligations.
+Added: During the three months ended March 31, 2026 and 2025 we paid $1.3 million and $49.1 million for our quarterly dividend payments, respectively.
+Added: In the fourth quarter 2025, we reduced our quarterly dividend payment to $0.02 per share.
+Added: Principal payments under our finance lease obligations were $13.4 million and $8.0 million for the three months ended March 31, 2026 and 2025, respectively.
+Added: Changes in our principal payments under our finance lease obligations were primarily due to the timing and extent of our network expansion and reconfiguration activities including geographic expansion, purchases related to our acquisition of the Cogent Fiber Business associated with providing wave services and adding buildings to our network.
Cash Position and Indebtedness
−Removed: At September 30, 2025, our total indebtedness, at par, was $2.3 billion, and our total cash, cash equivalents and restricted cash ($79.2 million) was $226.3 million.
−Removed: Our total indebtedness at September 30, 2025 includes $601.8 million of finance lease obligations for dark fiber under long-term IRU agreements.
+Added: At March 31, 2026, our total indebtedness, at par, was $2.4 billion and our total cash, cash equivalents and restricted cash ($39.0 million) was $179.3 million.
+Added: Our total indebtedness at March 31, 2026 includes $628.9 million of finance lease obligations for dark fiber under long-term IRU agreements.
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Summarized Financial Information of Holdings
−Removed: Neither Holdings nor any of its subsidiaries that is not also a subsidiary of Group is a “Restricted Subsidiary” as defined under the indentures governing our 2032 Notes, our 2027 Notes or our 2027 Mirror Notes (collectively, the “Indentures”).
+Added: Neither Holdings nor any of its subsidiaries that is not also a subsidiary of Group is a “Restricted Subsidiary” as defined under the indentures governing our 2032 Notes, our 2027 Notes or our 2027 Mirror Notes (the “Indentures”).
Holdings is a guarantor under these notes, but none of its subsidiaries that is not also a subsidiary of Group is a guarantor under these notes.
Under the Indentures, we are required to disclose certain reasonably related information of Holdings and its subsidiaries that is not attributable to Group and its subsidiaries, relating to Holdings’ assets, liabilities and operating results (“Holdings Financial Information”).
−Removed: The Holdings Financial Information as of and for the three and nine months ended September 30, 2025 is detailed below (in thousands):
−Removed: As of September 30, 2025
+Added: The Holdings Financial Information as of and for the three months ended March 31, 2026 is detailed below (in thousands):
+Added: As of March 31, 2026
Cash and cash equivalents
10 unchanged sentences
Accrued and other liabilities
−Removed: Due to T-Mobile – TSA
Operating lease liabilities, current maturities
9 unchanged sentences
Three Months Ended
−Removed: September 30, 2025
+Added: March 31, 2026
Service revenue
5 unchanged sentences
Total operating expenses
+Added: Gain on assets disposals
Operating loss
3 unchanged sentences
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−Removed: Nine months Ended
−Removed: September 30, 2025
−Removed: Service revenue
−Removed: Operating expenses:
−Removed: Network operations
−Removed: Selling, general, and administrative
−Removed: Equity-based compensation expense
−Removed: Depreciation and amortization
−Removed: Total operating expenses
−Removed: Operating loss
−Removed: Interest expense
−Removed: Interest income - Purchase Agreement
−Removed: Interest income and other, net
−Removed: Common Stock Buyback Program
+Added: Stock Buyback Program
Our Board of Directors has approved purchases of shares of our common stock under a buyback program (the “Buyback Program”).
−Removed: During the nine months ended September 30, 2025, we purchased 341,818 shares of our common stock for $16.7 million at an average price of $48.81 per share under the Buyback Program.
−Removed: As of September 30, 2025, there was a total of $105.8 million available under our Buyback Program that is authorized to continue through December 31, 2026.
+Added: There were no purchases of our common stock in the three months ended March 31, 2026 or March 31, 2025.
+Added: As of March 31, 2026, there was a total of $105.8 million available under the Buyback Program that is authorized to continue through December 31, 2026.
Dividends on Common Stock and Return of Capital Program
−Removed: On November 5, 2025, our Board of Directors approved the payment of our quarterly dividend of $0.02 per common share.
−Removed: This estimated $1.0 million dividend payment is expected to be made on December 8, 2025.
+Added: On May 1, 2026, our Board of Directors approved the payment of our quarterly dividend of $0.02 per common share.
+Added: This estimated $1.0 million dividend payment is expected to be made on June 2, 2026.
The payment of any future dividends and any other returns of capital, including stock buybacks, will be at the discretion of our Board of Directors and may be reduced, eliminated or increased and will be dependent upon our financial position, results of operations, available cash, cash flow, capital requirements, limitations under our debt indentures and other factors deemed relevant by our Board of Directors.
5 unchanged sentences
Any future acquisitions or other significant unplanned costs or cash requirements in excess of amounts we currently hold may require that we raise additional funds through the issuance of debt or equity.
+Added: Our 2027 Notes and our 2027 Mirror Notes will mature in June 2027.
+Added: At that time or earlier, we may elect to refinance or repay these notes which may require us to issue additional indebtedness.
We cannot assure you that such financing will be available on terms acceptable to us or our stockholders, or at all.
1 unchanged sentence
If issuing equity securities raises additional funds, substantial dilution to existing stockholders may result.
−Removed: Page 55 of 60
We may need to, or elect to, refinance all or a portion of our indebtedness at or before maturity and we cannot provide assurances that we will be able to refinance any such indebtedness on commercially reasonable terms or at all.
7 unchanged sentences
As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.
−Removed: Critical Accounting Estimates
−Removed: Management believes that as of September 30, 2025, there have been no material changes to our critical accounting policies and significant estimates from those listed in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our annual report on Form 10-K for the year ended December 31, 2024.
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+Added: Critical Accounting Estimates
+Added: Management believes that as of March 31, 2026, there have been no material changes to our critical accounting policies and significant estimates from those listed in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our annual report on Form 10-K for the year ended December 31, 2025.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
−Removed: Management believes that as of September 30, 2025, there have been no material changes to our exposures to market risk from those disclosed in Item 7A “Quantitative and Qualitative Disclosures About Market Risk” of our annual report on Form 10-K for the year ended December 31, 2024.
+Added: Management believes that as of March 31, 2026, there have been no material changes to our exposures to market risk from those disclosed in Item 7A “Quantitative and Qualitative Disclosures About Market Risk” of our annual report on Form 10-K for the year ended December 31, 2025.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.