What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-04 · 272 added, 153 removed, 531 unchanged (44% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2026 AND DECEMBER 31, 2025

AS OF JUNE 30, 2026 AND DECEMBER 31, 2025

(IN THOUSANDS, EXCEPT SHARE DATA)

22 unchanged sentences

Accrued and other current liabilities

Senior unsecured 2027 notes, net of unamortized debt costs of $ 827 and discount of $ 2,909

Current maturities, operating lease liabilities

1 unchanged sentence

Total current liabilities

Senior unsecured 2027 notes, net of unamortized debt costs of $ 1,236 and discount of $ 4,344

Secured IPv4 notes, net of unamortized debt costs of $ 7,804 and $ 8,863 , respectively

Senior secured 2032 notes, net of unamortized debt costs of $ 2,285 and $ 2,020 , respectively

Senior unsecured 2027 notes, net of unamortized debt costs of $ 1,034 and $ 1,236 , respectively, and discounts of $ 3,633 and $ 4,344 , respectively

Secured IPv4 notes, net of debt costs of $ 8,339 and $ 8,863 , respectively

Operating lease liabilities, net of current maturities

16 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND MARCH 31, 2025

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS )

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND JUNE 30, 2025

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

1 unchanged sentence

Three Months Ended

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

Service revenue

4 unchanged sentences

Total operating expenses

Gains on lease terminations and other

Operating loss

Gains on asset sales

Gains on finance lease terminations

Operating income (loss)

Interest expense, including change in valuation interest rate swap agreement

Gain on debt extinguishment – 2032 notes

Loss on debt extinguishment and redemption – 2026 notes

Interest income – IP Transit Services Agreement

Interest income – Purchase Agreement

Interest income (loss) and other, net

Loss before income taxes

Income tax benefit

Comprehensive loss:

Interest income and other, net

Income (loss) before income taxes

Income tax (provision) benefit

Net income (loss)

Comprehensive income (loss):

Net income (loss)

Foreign currency translation adjustment

Comprehensive loss

Net loss per common share:

Basic net loss per common share

Diluted net loss per common share

Comprehensive income (loss)

Net income (loss) per common share:

Basic net income (loss) per common share

Diluted net income (loss) per common share

Dividends declared per common share

4 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND JUNE 30, 2025

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Six Months Ended

June 30, 2026

June 30, 2025

Service revenue

Operating expenses:

Network operations (including $ 416 and $ 996 of equity-based compensation expense, respectively, exclusive of depreciation and amortization shown separately below)

Selling, general, and administrative (including $ 14,789 and $ 11,681 of equity-based compensation expense, respectively)

Depreciation and amortization

Total operating expenses

Gains on asset sales

Gains on finance lease terminations

Operating income (loss)

Interest expense, including change in valuation interest rate swap agreement

Gain on debt extinguishment – 2032 notes

Loss on debt extinguishment and redemption – 2026 notes

Interest income – IP Transit Services Agreement

Interest income – Purchase Agreement

Interest income and other, net

Income (loss) before income taxes

Income tax (provision) benefit

Net income (loss)

Comprehensive income (loss):

Net income (loss)

Foreign currency translation adjustment

Comprehensive income (loss)

Net income (loss) per common share:

Basic net income (loss) per common share

Diluted net income (loss) per common share

Dividends declared per common share

Weighted-average common shares - basic

Weighted-average common shares - diluted

The accompanying notes are an integral part of these condensed consolidated statements.

COGENT COMMUNICATIONS HOLDINGS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND MARCH 31, 2025

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND JUNE 30, 2025

(IN THOUSANDS)

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

June 30, 2026

June 30, 2025

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash provided by operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation and amortization

2 unchanged sentences

Equity-based compensation expense (net of amounts capitalized)

Gains on lease terminations and other

Gain on debt extinguishment – 2032 notes

Loss on debt extinguishment and redemption – 2026 notes

Gains on asset sales and finance lease terminations

Deferred income taxes

4 unchanged sentences

Deposits and other assets

Net cash provided by operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Proceeds from sale of data center assets, net

Cash receipts - IP Transit Services Agreement – T-Mobile

Purchases of property and equipment

Net cash used in investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Dividends paid

Purchases of common stock

Net proceeds from issuance of secured IPv4 notes – net of debt costs of $ 4.0 million and $ 7.6 million, respectively

Net proceeds from issuance of senior secured 2032 notes - net of debt costs of $ 2.2 million

Debt extinguishment – 2032 notes

Debt extinguishment and redemption – 2026 notes

Proceeds from exercises of stock options

Principal payments of finance lease obligations

Net cash used in financing activities

Net cash (used in) provided by financing activities

Effect of exchange rates changes on cash

Net decrease in cash, cash equivalents and restricted cash

Net increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

16 unchanged sentences

The Company is a facilities-based provider of low-cost, high-speed Internet access, private network services, optical wavelength and optical transport services and data center colocation space and power.

The Company operates two networks:

an IP Network specifically designed and optimized to transmit packet routed data and a wavelength network designed to provide optical wave and transport services (“Optical Wave Network”).

The Company network is designed and optimized specifically to provide both IP services to transmit packet routed data as well as to provide optical wave and transport services.

The Company delivers its services primarily to businesses, large and small, communications service providers and other bandwidth-intensive organizations in 58 countries across North America, Europe, Asia, South America, Oceania and Africa.

The Company is a Delaware corporation and is headquartered in Washington, DC.

The Company offers on-net Internet access services exclusively through its own facilities, which run from its IP Network to its customers’ premises.

The Company offers its on-net services to customers located in buildings that are physically connected to its IP Network.

The Company offers on-net Internet access services exclusively through its own facilities, which run from its network to its customers’ premises.

The Company offers its on-net services to customers located in buildings that are physically connected to its network.

As a result, the Company is not dependent on local telephone companies or cable TV companies to serve its customers for its on-net Internet access and private network services.

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The Company continues to support but does not actively sell these non-core services.

Following the Company’s acquisition of Cogent Fiber LLC and pursuant to intercompany arrangements between Cogent Fiber LLC and the Company for use of the acquired Cogent Fiber LLC network, the Company began to provide optical wavelength services and optical transport services over its Optical Wave Network that is generally independent of the Company’s IP Network.

The Company is selling these wavelength services to its existing customers, customers of Cogent Fiber LLC and to new customers who require dedicated optical transport connectivity without the capital and ongoing expenses associated with owning and operating network infrastructure.

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Accounting Standards Not Yet Adopted

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update No.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses , (“ASU 2024-03”), which requires a public business entity to disclose additional information about specific expense categories in the notes to financial statements on an annual and interim basis.

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In addition, the Closing was subject to customary closing conditions, including the receipt of certain required regulatory approvals and consents.

The Company believes it is in a unique position to monetize the Cogent Fiber Business and its network and management expects to achieve significant cost reduction synergies and revenue synergies from the Transaction.

The Company believes it is in a unique position to monetize the Cogent Fiber Business and its network and management expects to continue to achieve significant cost reduction synergies and revenue synergies from the Transaction.

Purchase Price

10 unchanged sentences

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.

The determination of the discount rate requires some judgment.

The determination of the discount rate required some judgment.

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 was reduced by an additional $ 17.0 million, net of discount of $ 7.2 million.

Including the cumulative impact of these adjustments, the amortization of the discount resulted in interest income of $ 0.5 million and $ 0.4 million for the three months ended March 31, 2026 and 2025, respectively.

Including the cumulative impact of these adjustments, the amortization of the discount resulted in interest income of $ 0.5 million and $ 0.4 million for the three months ended June 30, 2026 and 2025, respectively, and interest income of $ 0.9 million and $ 0.9 million for the six months ended June 30, 2026 and 2025, respectively.

IP Transit Services Agreement

1 unchanged sentence

(now Cogent Communications, LLC), and T-Mobile USA, Inc., a Delaware corporation and direct subsidiary of T-Mobile (“TMUSA”), entered into an agreement for IP transit services (“IP Transit Services Agreement”), pursuant to which TMUSA will pay an affiliate of the Company 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.

Under the IP Transit Services Agreement.

TMUSA paid the Company $ 25.0 million both during the three months ended March 31, 2026 and 2025.

Under the IP Transit Services Agreement, TMUSA paid the Company $ 33.3 million during the three months ended June 30, 2026 and $ 58.3 million during the six months ended June 30, 2026.

The $ 8.3 million payment scheduled for July 2026 was paid on June 30, 2026.

Under the IP Transit Services Agreement, TMUSA paid the Company $ 25.0 million during the three months ended June 30, 2025 and $ 50.0 million during the six months ended June 30, 2025.

The Company accounted for the Transaction as a business combination under ASC Topic 805 Business Combinations (“ASC 805”).

7 unchanged sentences

The determination of the discount rate requires some judgment.

The amortization of the discount resulted in interest income of $ 3.1 million and $ 4.7 million during the three months ended March 31, 2026 and 2025, respectively.

The amortization of the discount resulted in interest income of $ 2.7 million and $ 4.3 million during the three months ended June 30, 2026 and 2025, respectively, and $ 5.8 million and $ 9.0 million during the six months ended June 30, 2026 and 2025, respectively.

Acquired Property & Equipment

16 unchanged sentences

The acquired customer relationships have an estimated useful life of nine years , and the estimated fair value was determined using a market-based income approach.

Amortization expense was $ 0.4 million and $ 0.4 million for the three months ended March 31, 2026 and 2025, respectively.

Amortization expense was $ 0.4 million and $ 0.9 million for the three and six months ended June 30, 2026, respectively, and was $ 0.4 million and $ 0.9 million for the three and six months ended June 30, 2025, respectively.

Future amortization expense of the customer relationships is $ 1.8 million per year for six years .

4 unchanged sentences

Upon consideration of relevant factors, the Company concluded that it was not more-likely-than-not that impairment was present, and therefore, a quantitative impairment assessment was not required.

There was no impairment recorded during the period from May 1, 2023 through March 31, 2026.

There was no impairment recorded during the period from May 1, 2023 through June 30, 2026.

Basis of presentation

8 unchanged sentences

All inter-company accounts and activity have been eliminated.

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Use of estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of

the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

The preparation of consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results may differ from these estimates.

Financial instruments

At March 31, 2026 and December 31, 2025, the carrying amount of cash and cash equivalents, restricted cash, accounts receivable, prepaid and other current assets, accounts payable, and accrued expenses approximated fair value because of the short-term nature of these instruments.

At June 30, 2026 and December 31, 2025, the carrying amount of cash and cash equivalents, restricted cash, accounts receivable, prepaid and other current assets, accounts payable, and accrued expenses approximated fair value because of the short-term nature of these instruments.

The Company measures its cash equivalents and restricted cash at amortized cost, which approximates fair value based upon quoted market prices (Level 1).

Based upon recent trading prices (Level 2—market approach) at March 31, 2026:

Based upon recent trading prices (Level 2—market approach) at June 30, 2026:

● The fair value of the Company’s $ 450.0 million aggregate principal amount of 7.00 % Senior Unsecured Notes due 2027 (the “2027 Notes”) was $ 446.1 million;

5 unchanged sentences

The Swap Agreement was settled in February 2026.

Restricted cash related to the IPv4 Notes, as discussed in Note 3, was $ 39.0 million as of March 31, 2026 and $ 52.5 million as of December 31, 2025.

Additional cash may be further restricted under the provisions of the Company’s IPv4 Note indenture.

Restricted cash related to the IPv4 Notes, as discussed in Note 3, was $ 38.4 million as of June 30, 2026 and $ 52.5 million as of December 31, 2025.

Restricted cash related to the Company’s 2032 Notes was $ 147.6 million as of June 30, 2026, as discussed in Note 3.

Additional cash may be further restricted under the provisions of the Company’s IPv4 Note Indenture (as defined below) and the Company’s 2032 Notes.

The Company does not use derivative financial instruments for trading purposes.

3 unchanged sentences

The Company records certain excise taxes and surcharges on a gross basis and includes them in its revenue and network operations expense.

Excise taxes and surcharges billed to customers and recorded on a gross basis (as service revenue and network operations expense) were $ 19.5 million and $ 20.2 million for the three months ended March 31, 2026 and 2025, respectively.

Basic and diluted net loss per common share

Excise taxes and surcharges billed to customers and recorded on a gross basis (as service revenue and network operations expense) were $ 18.9 million and $ 38.4 million for the three and six months ended June 30, 2026, respectively and were $ 20.0 million and $ 40.2 million for the three and six months ended June 30, 2025, respectively.

Basic and diluted net income (loss) per common share

Basic net income or net loss per share (“EPS”) excludes dilution for common stock equivalents and is computed by dividing net income or net loss available to common stockholders by the weighted-average number of common shares outstanding for the period.

3 unchanged sentences

The following details the determination of diluted weighted-average shares:

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Weighted average common shares - basic

3 unchanged sentences

The following details unvested shares of restricted common stock as well as the anti-dilutive effects of stock options and restricted stock awards outstanding:

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Unvested shares of restricted common stock

2 unchanged sentences

Stockholders’ (Deficit) Equity

The following details the changes in stockholders’ (deficit) equity for the three months ended March 31, 2026 and 2025, respectively (in thousands except share data):

The following details the changes in stockholders’ (deficit) equity for the three and six months ended June 30, 2026 and 2025 (in thousands except share data):

Comprehensive

Stockholders’

Balance at December 31, 2024

Balance at March 31, 2026

Forfeitures of shares granted to employees

2 unchanged sentences

Issuances of common stock

Exercises of options

Dividends paid

Balance at June 30, 2026

Comprehensive

Stockholders’

Balance at March 31, 2025

Forfeitures of shares granted to employees

Equity-based compensation

Foreign currency translation

Issuances of common stock

Exercises of options

Common stock purchases & retirement

Dividends paid

Balance at June 30, 2025

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Comprehensive

Stockholders’

Income (Loss)

Equity (Deficit)

Balance at December 31, 2025

4 unchanged sentences

Dividends paid

Balance at March 31, 2026

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Balance at June 30, 2026

Comprehensive

Stockholders’

Balance at December 31, 2024

Forfeitures of shares granted to employees

Equity-based compensation

Foreign currency translation

Issuances of common stock

Exercises of options

Common stock purchases & retirement

Dividends paid

Balance at June 30, 2025

Revenue recognition

8 unchanged sentences

(in thousands)

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Service revenue recognized from deferred revenue balance at beginning of period

Amortization expense for contract costs

Lessor Accounting

The Company is a lessor for leases of owned dark fiber acquired in connection with the Transaction, that have contract terms that are accounted for as operating leases.

These transactions are generally structured as indefeasible-right-of use agreements (“IRUs”), which are the exclusive right to use specified fibers for a specified term, typically 20 - 25 years .

Cash consideration received on transfers of dark fiber, including upfront installation fees, is recognized on a straight-line basis to service revenue over the term of the agreement.

Lease income is included in service revenue in the condensed consolidated statements of comprehensive (loss) income.

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In February 2016, the FASB issued ASU No.

2 unchanged sentences

The operating lease liability under ASU 2016-02 is not considered a liability under the consolidated leverage ratio calculations in the indentures governing the Company’s senior unsecured and senior secured note obligations.

The Company has made an accounting policy election to not apply the recognition requirements of ASU 2016-02 to its short-term leases-leases with a term of one year or less.

The Company has made an accounting policy election to not apply the recognition requirements of ASU 2016-02 to its short-term leases, which are leases with a term of one year or less.

The Company has also elected to apply certain practical expedients under ASU 2016-02 including not separating lease and non-lease components on its finance and operating leases.

(Amounts in thousands)

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Finance lease cost

3 unchanged sentences

Total lease costs

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March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

Other lease information (amounts in thousands)

15 unchanged sentences

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments under the lease.

As of March 31, 2026, the Company had committed to additional IRU agreements totaling $ 105.5 million in future payments to be paid over periods of up to 20 years .

As of June 30, 2026, the Company had committed to additional IRU agreements totaling $ 96.7 million in future payments to be paid over periods of up to 20 years .

These obligations begin when the related fiber is accepted, which is generally expected to occur in the next 12 months.

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The future minimum payments under the Company’s operating lease and finance lease agreements are as follows (in thousands):

For the Twelve Months Ending March 31

For the Twelve Months Ending June 30,

Total minimum lease obligations

3 unchanged sentences

Lease obligations, net of current maturities

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Allowance for credit losses

The Company estimates credit losses expected over the life of its trade receivables based on historical information combined with current conditions that may affect a customer’s ability to pay and reasonable and supportable forecasts.

While the Company uses various credit quality metrics, it primarily monitors collectability by reviewing the duration of collection pursuits on its delinquent trade receivables.

Based on the Company’s experience, the customer’s delinquency status is the strongest indicator of the credit quality of the underlying trade receivables, which is analyzed monthly.

Current-period

Provision for

Expected Credit

Charged Against

Allowance for credit losses (deducted from accounts receivable) (in thousands)

Three months ended March 31, 2026

Three months ended March 31, 2025

(in thousands)

March 31, 2026

March 31, 2025

Bad debt expense

Bad debt recoveries

Asset Retirement Obligations

3 unchanged sentences

(in thousands)

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Depreciation and amortization expense

Capitalized compensation cost

Gain on sale of Cogent Fiber data center assets

On June 29, 2026, the Company completed the sale of ten owned data center buildings and the associated land (the “Ten Data Centers”) for net proceeds of $ 224.2 million, paid in cash in full at closing.

The Ten Data Centers were acquired on May 1, 2023 in connection with the Company’s acquisition of the Cogent Fiber Business.

The net book value of the Ten Data Centers was $ 93.4 million on the closing date, resulting in a gain of $ 130.7 million.

Long-term debt:

As of March 31, 2026 and December 31, 2025, the Company had the following long-term debt obligations outstanding;

● $ 600.0 million aggregate principal amount of secured 2032 Notes,

As of June 30, 2026 and December 31, 2025, the Company had the following long-term debt obligations outstanding;

● $ 579.6 million aggregate principal amount of the original $ 600.0 million secured 2032 Notes outstanding at June 30, 2026, and $ 600.0 million outstanding at December 31, 2025,

● $ 300.0 million aggregate principal amount of unsecured 2027 Mirror Notes,

1 unchanged sentence

● $ 206.0 million aggregate principal amount of secured IPv4 notes issued in May 2024 (the “Existing IPv4 Notes”) and

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● $ 174.4 million aggregate principal amount of secured IPv4 notes issued in April 2025 (the “New IPv4 Notes” and, together with the Existing IPv4 Notes, the “IPv4 Notes”).

Classification of 2027 unsecured Mirror Notes and 2027 Notes

The 2027 Mirror Notes and 2027 Notes mature on June 15, 2027.

As a result, these obligations are classified as current liabilities on the Company’s June 30, 2026 balance sheet.

Management believes that cash on hand, cash generated from operating activities and cash from the IP Transit Services Agreement will be adequate to meet the Company’s working capital, capital expenditure, debt service, dividend payments and other cash requirements for the next 12 months and beyond the next 12 months if the Company executes its business plan, which includes the refinancing of the Company’s 2027 Notes and its 2027 Mirror Notes.

Any future acquisitions or other significant unplanned costs or cash requirements in excess of amounts the Company currently holds may require it to raise additional funds through the issuance of debt or equity.

Management expects to refinance the Company’s 2027 Notes and the 2027 Mirror Notes prior to their maturity, which is expected to require the Company to issue additional indebtedness.

It cannot be assured that such financing will be available on terms acceptable to the Company or its stockholders, or at all.

Insufficient funds may require the Company to delay or scale back the number of buildings and markets that it adds to its network, reduce planned increase in sales and marketing efforts, reduce planned dividend payments, or require the Company to otherwise alter its business plan or take other actions that could have a material adverse effect on its business, results of operations and financial condition.

If issuing equity securities raises additional funds, substantial dilution to existing stockholders may result.

The Company may need to, or elect to, refinance all or a portion of its other indebtedness at or before maturity and it cannot provide assurances that the Company will be able to refinance any such indebtedness on commercially reasonable terms or at all.

In addition, the Company may elect to secure additional capital in the future, at acceptable terms, to improve liquidity or fund acquisitions or for general corporate purposes.

In addition, in an effort to reduce future cash interest payments as well as future amounts due at maturity or to extend debt maturities, the Company or its affiliates may, from time to time, issue new debt, enter into debt for debt or debt for equity exchanges, or cash transactions to purchase outstanding debt securities in the open market, through privately negotiated transactions or otherwise.

The Company will evaluate any such transactions in light of the existing market conditions.

The amounts involved in any such transaction, individually or in the aggregate, may be material.

Gain on debt extinguishment – 2032 Notes

In the three months ended June 30, 2026, the Company paid $ 19.3 million to repurchase $ 20.4 million of its 2032 Notes at an average price of $ 91.955 .

In connection with these purchases the Company recognized a gain of $ 1.6 million in the three and six months ended June 30, 2026.

Supplemental indenture – 2032 Notes

In the second quarter of 2026, the Company began to solicit consents from the holders of its 2032 Notes to implement revisions to its 2032 Notes indenture (the “Supplemental Indenture”).

In order to be effective, approval of a majority of the holders of the outstanding par value of the 2032 Notes was required.

On June 12, 2026, the Company obtained the approval from a majority of the holders of its 2032 Notes with respect to the execution of the Supplemental Indenture.

The Company will pay a 12.5 basis point fee, totaling $ 0.5 million to the holders who consented to the Supplemental Indenture, recorded as additional note issuance costs for the 2032 Notes.

The Supplemental Indenture to the 2032 Notes includes the following provisions:

● Amends the “Permitted Liens” definition therein to increase the secured leverage ratio under the “ratio liens” basket from 4.00 to 1.0 to 4.75 to 1.0 ;

● Requires the Company to contribute or otherwise provide to Group and/or one or more of its restricted subsidiaries the after – tax net proceeds of certain data center sales and requires Group to use such proceeds solely to repurchase or otherwise retire existing indebtedness at a discount (with at least 50 % of such net proceeds being used to repurchase the 2032 Notes) (the “Debt Repurchases”);

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Issuance of $ 600.0 million principal amount of 2032 Notes and redemption of the 2026 Notes

o The Debt Repurchases include the greater of a) $ 175.0 million or b) the net proceeds from the sale of the first ten former Cogent Fiber data centers (the “Data Center Proceeds”).

● Provides that the Data Center Proceeds will not be used to increase available restricted payment capacity under the 2032 Notes Indenture;

● Provides that Group will not make restricted payments constituting the dividend, distribution, sale, transfer or contribution of IRUs and prohibit any IRU that is owned or held by Group or any guarantor from being transferred to, assumed by or refinanced by any unrestricted subsidiary or any restricted subsidiary that is not a guarantor, subject to limited exceptions.

The after-tax net proceeds from sale of the Ten Data Centers were approximately $ 168.0 million.

● As result, $ 168.0 million of the net proceeds were considered restricted cash.

o The Company purchased $ 20.4 million par value of its 2032 Notes in the three months ended June 30, 2026.

As a result, the balance of restricted cash related to the sale of the Ten Data Centers was $ 147.6 million as of June 30, 2026.

● The Company will be required to include the next $ 7.0 million of net proceeds from any future sale of a former Cogent Fiber data center as restricted cash to reach the $ 175.0 million Data Center Proceeds target included in the Supplemental Indenture.

Issuance of $ 600.0 million of 2032 Notes and redemption of the 2026 Notes

On June 17, 2025 (the “2032 Notes Closing Date”), Group and Cogent Finance, Inc.

(the “Co-Issuer” and, together with Group, the “Issuers”), two wholly owned subsidiaries of the Company, completed an offering of $ 600.0 million aggregate principal amount of 2032 Notes for issuance in a private placement not registered under the U.S.

(the “Co-Issuer” and, together with Group, the “Issuers”), two wholly owned subsidiaries of the Company, issued $ 600.0 million aggregate principal amount of 2032 Notes in a private placement not registered under the U.S.

Securities Act of 1933, as amended (the “Securities Act”).

1 unchanged sentence

persons in transactions outside the United States in compliance with Regulation S under the Securities Act.

The 2032 Notes are due on July 1, 2032, and bear interest at a rate of 6.50 % per year.

The 2032 Notes will mature on July 1, 2032, and bear interest at a rate of 6.50 % per year.

Interest on the 2032 Notes is paid semi - annually on January 1 and July 1 of each year beginning on January 1, 2026.

The 2032 Notes were issued in connection with the redemption of the Company’s $ 500.0 million 3.50 % Senior Secured Notes due to mature in May 2026 (the “2026 Notes”).

The 2032 Notes were issued in connection with the redemption of the Company’s $ 500.0 million 3.50 % Senior Secured Notes that were due to mature in May 2026 (the “2026 Notes”).

The net proceeds from the offering were $ 597.8 million after deducting offering expenses.

On June 4, 2025, the Issuers issued a notice of conditional full redemption to holders of all of the then-outstanding 2026 Notes, specifying the 2032 Notes Closing Date as the redemption date.

On the 2032 Notes Closing Date, Group used $ 507.3 million of the net proceeds from the offering to redeem in full, and satisfy and discharge the Issuers’ obligations under, the 2026 Notes.

On the 2032 Notes Closing Date, Group used $ 507.3 million of the net proceeds from the offering to redeem in full, and satisfy and discharge the Issuers’ obligations under the indenture governing the 2026 Notes.

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.

As a result of the redemption of the 2026 Notes, the Company incurred a loss on debt extinguishment and redemption of $ 5.6 million.

Group expects to use the remainder of the net proceeds for general corporate purposes and/or to make special or recurring dividends to the Company.

Group used the remainder of the net proceeds for general corporate purposes and/or to make special or recurring dividends to the Company.

The 2032 Notes were issued pursuant to, and are governed by, an indenture, dated June 17, 2025 (the “2032 Notes Indenture”), among the Issuers, the Company, the other guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent.

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Under certain circumstances, the 2032 Notes Guarantors may be released from these 2032 Notes Guarantees without the consent of the holders of the 2032 Notes.

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The 2032 Notes and the 2032 Notes Subsidiary Guarantees are the Issuers’ and the 2032 Notes Subsidiary Guarantors’ senior secured obligations, secured by a first-priority lien on substantially all of the Issuers’ and the 2032 Notes Subsidiary Guarantors’ assets, subject to certain exceptions, exclusions, limitations and permitted liens.

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The Company’s guarantee is structurally subordinated to any existing and future indebtedness and other liabilities of the Company’s subsidiaries that are neither the Issuers nor a 2032 Notes Subsidiary Guarantor, including the secured IPv4 Notes.

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The 2032 Notes bear interest at a rate of 6.50 % per annum.

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● issue certain preferred stock or similar equity securities;

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● pay dividends or make other distributions in respect of, or repurchase or redeem, capital stock;

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Upon suspension of the covenants, the 2032 Notes Guarantees and the related liens on the collateral, as applicable, will be released until such time as the covenants are no longer suspended.

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The principal amount of the 2032 Notes would become immediately due and payable upon the occurrence of certain bankruptcy or insolvency events involving Group, the Co-Issuer or certain of Group’s subsidiaries, and may be declared immediately due and payable by the trustee or the holders of at least 25.0 % of the aggregate principal amount of the then-outstanding 2032 Notes upon the occurrence of certain events of default under the Indenture.

Events of default include the following with respect to the Issuers and Group’s significant subsidiaries:

(i) failure to pay principal, premium or interest at required times;

(ii) failure to comply with any other agreements in the Indenture;

(ii) failure to comply with any other agreements in the 2032 Notes Indenture;

(iii) default on certain material indebtedness that is caused by a failure to make a payment within any applicable grace period when due at maturity or results in the acceleration of such indebtedness prior to its express maturity;

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The restricted cash proceeds become available based upon improvements in the monthly leverage ratio and debt service coverage ratio (both as defined in the IPv4 Notes Indenture (as defined below).

During the three months ended March 31, 2026 and 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 the Company’s monthly leverage and debt service coverage ratios under the IPv4 base Indenture.

During the six months ended June 30, 2026 and year ended December 31, 2025 the restriction on $ 14.2 million and $ 26.9 million, respectively, of restricted cash was released primarily due to an improvement in the Company’s monthly leverage and debt service coverage ratios under the IPv4 Base Indenture.

Under the Terms of the IPv4 Notes Indenture, the Company has until October 2026 to satisfy the performance metrics and unlock the remaining restricted funds.

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The New IPv4 Notes were issued pursuant to the IPv4 Base Indenture, dated as of May 2, 2024, as supplemented by the Series 2025-1 Supplement thereto, dated as of the New IPv4 Notes Closing Date (the “Series 2025-1 Supplement”), by and between the IPv4 Issuer and the IPv4 Trustee (as defined below).

The IPv4 Base Indenture allows the IPv4 Issuer to issue additional series of notes subject to certain conditions set forth therein, and the IPv4 Base Indenture, together with the Series 2024-1 Supplement thereto (as defined below) and the Series 2025-1 Supplement, and any other series supplements to the IPv4 Base Indenture, is referred to as the “IPv4 Notes Indenture.” Under the IPv4 Notes Indenture, interest is paid on a monthly basis.

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the “IPv4 Notes Indenture.” Under the IPv4 Notes Indenture, interest is paid on a monthly basis.

From and after the monthly payment date in April of 2030, principal payments will also be required to be made on the New IPv4 Notes on a monthly basis.

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 events occur.

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, events of default, mandatory prepayment or acceleration events occur.

The legal final maturity date of the New IPv4 Notes is in April of 2055 .

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plus (C) the post- ARD note spread of 3.00 % applicable to such New IPv4 Notes.

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In connection with the issuance of the New IPv4 Notes, the IPv4 Issuer obtained consents from noteholders representing more than 50 % of the Voting Rights (as defined in the IPv4 Base Indenture) of the Existing IPv4 Notes to adopt amendments to the IPv4 Base Indenture to, among other things, permit the IPv4 Issuer to (i) issue additional Class A Notes (as defined in the IPv4 Base Indenture) (provided that the Class A Leverage Ratio (as defined in the IPv4 Base Indenture) is less than or equal to 7.25 to 1.00 ) (as opposed to 6.10 to 1.00 under the Base Indenture as previously in effect), (ii) dispose of IPv4 addresses owned by the IPv4 Issuer (provided that the pro forma Leverage Ratio (as defined in the IPv4 Base Indenture) is less than or equal to 7.25 to 1.00 ) (as opposed to the greater of (x) 7.10 to 1.00 and (y) the Leverage Ratio as of the date of the most recent issuance of Additional Notes (as defined in the IPv4 Base Indenture) (after giving effect to the issuance of such Additional Notes) under the IPv4 Base Indenture as previously in effect) and (iii) substitute new IPv4 addresses (including Non-Contributed IP Addresses (as defined in the IPv4 Base Indenture)) to be owned by the IPv4 Issuer for the Contributed IP Addresses then owned by the IPv4 Issuer (provided that the pro forma Leverage Ratio is not greater than 7.25 to 1.00 ) (as opposed to 6.10 to 1.00 under the IPv4 Base Indenture as previously in effect), in each case, among other applicable requirements (collectively, the “Amendments”).

In connection with the issuance of the New IPv4 Notes, the IPv4 Issuer obtained consents from noteholders representing more than 50 % of the Voting Rights (as defined in the IPv4 Base Indenture) of the IPv4 Notes to adopt amendments to the IPv4 Base Indenture to, among other things, permit the IPv4 Issuer to (i) issue additional Class A Notes (as defined in the IPv4 Base Indenture) (provided that the Class A Leverage Ratio (as defined in the IPv4 Base Indenture) is less than or equal to 7.25 to 1.00 ) (as opposed to 6.10 to 1.00 under the IPv4 Base Indenture as previously in effect), (ii) dispose of IPv4 addresses owned by the IPv4 Issuer (provided that the pro forma Leverage Ratio (as defined in the IPv4 Base Indenture) is less than or equal to 7.25 to 1.00 ) (as opposed to the greater of (x) 7.10 to 1.00 and (y) the Leverage Ratio as of the date of the most recent issuance of Additional Notes (as defined in the IPv4 Base Indenture) (after giving effect to the issuance of such Additional Notes) under the IPv4 Base Indenture as previously in effect) and (iii) substitute new IPv4 addresses (including Non-Contributed IP Addresses (as defined in the IPv4 Base Indenture)) to be owned by the IPv4 Issuer for the Contributed IP Addresses then owned by the IPv4 Issuer (provided that the pro forma Leverage Ratio is not greater than 7.25 to 1.00 ) (as opposed to 6.10 to 1.00 under the IPv4 Base Indenture as previously in effect), in each case, among other applicable requirements (collectively, the “Amendments”).

Accordingly, on the New IPv4 Notes Closing Date, prior to the issuance of the New IPv4 Notes, the IPv4 Issuer entered into a second amendment to the IPv4 Base Indenture (the “Second Amendment”) with the IPv4 Trustee giving effect to the Amendments.

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The Existing IPv4 Notes bear interest at a rate of 7.924 % which is paid monthly.

The Existing IPv4 Notes were issued pursuant to an indenture, dated as of May 2, 2024 (the “IPv4 Base Indenture”), as supplemented by the Series 2024-1 Supplement thereto, dated as of May 2, 2024 (the “Series 2024-1 Supplement”), in each case entered into by and between the IPv4 Issuer and Wilmington Trust, National Association, as the trustee for the IPv4 Notes (the “IPv4 Trustee”).

The Existing IPv4 Notes were issued pursuant to an indenture, dated as of May 2, 2024, as supplemented by the Series 2024-1 Supplement thereto, dated as of May 2, 2024 (the “Series 2024-1 Supplement”), in each case entered into by and between the IPv4 Issuer and Wilmington Trust, National Association, as the trustee for the IPv4 Notes (the “IPv4 Trustee”).

The IPv4 Base Indenture allows the IPv4 Issuer to issue additional series of notes subject to certain conditions set forth therein.

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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 on a monthly basis.

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.

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, events of default, mandatory prepayment or acceleration events occur.

The legal final maturity date of the Existing IPv4 Notes is in May of 2054 .

If the IPv4 Issuer has not repaid or refinanced the Existing IPv4 Notes prior to the monthly payment date in May of 2029, additional interest will accrue thereon in an amount equal to the greater of (i) 5.0 % per annum and (ii) the excess amount, if any, by which the sum of the following exceeds the interest rate for such Existing IPv4 Note:

(A) the yield to maturity (adjusted to a “mortgage-equivalent basis” pursuant to the standards and practices of the Securities Industry and Financial Markets Association) on the monthly payment date in May of 2029 of the United States Treasury Security having a remaining term closest to 10 years;

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plus (C) the post ARD note spread of 3.400 % applicable to such Existing IPv4 Notes.

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IPv4 Notes collateral, guaranty, covenants and restrictions

The IPv4 Notes are obligations only of the IPv4 Issuer pursuant to the indenture (the “IPv4 Notes Indenture”), and are secured by a security interest in substantially all of the IPv4 Address Assets pursuant to the IPv4 Notes Indenture.

The IPv4 Notes are obligations only of the IPv4 Issuer pursuant to the IPv4 Notes Indenture, and are secured by a security interest in substantially all of the IPv4 Address Assets pursuant to the IPv4 Notes Indenture.

The IPv4 Notes are guaranteed by Cogent IPv4 Holdco LLC, a special-purpose entity and an indirect wholly owned subsidiary of the Company, as the guarantor (in such capacity, the “IPv4 Guarantor”), pursuant to a guaranty, dated as of May 2, 2024 (the “Guaranty”) by the IPv4 Guarantor in favor of the IPv4 Trustee pursuant to which the IPv4 Guarantor has granted a security interest in the equity interests of the IPv4 Issuer as collateral security for its obligations under the Guaranty.

Except as described below, neither the Company nor any subsidiary of the Company, other than the IPv4 Issuer and the IPv4 Guarantor, will guarantee or in any way be liable for the obligations of the IPv4 Issuer under the IPv4 Notes Indenture or the IPv4 Notes.

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The IPv4 Notes are subject to a series of covenants and restrictions customary for transactions of this type.

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Issuance of $ 300.0 million of 2027 Mirror Notes

On June 11, 2024, the Issuers completed an offering of $ 300.0 million aggregate principal amount of its 2027 Mirror Notes for issuance in a private placement not registered under the Securities Act.

On June 11, 2024, the Issuers issued $ 300.0 million aggregate principal amount of their 2027 Mirror Notes in a private placement not registered under the Securities Act.

The 2027 Mirror Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers in an unregistered offering pursuant to Rule 144A under the Securities Act and to certain non-U.S.

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The net proceeds from the offering were approximately $ 291.9 million after deducting the discount and offering expenses.

Group used $ 114.6 million of the net proceeds from the offering to exercise a contractual option to prepay in full the IRU lease noted above, at a discount.

Group used $ 114.6 million of the net proceeds from the offering to exercise a contractual option to prepay in full the IRU leases noted above, at a discount.

Interest on the 2027 Mirror Notes accrues at 7.00 % and is paid semi - annually in arrears on June 15 and December 15 of each year.

Holdings provided a guarantee of the 2027 Mirror Notes, but Holdings is not subject to the covenants under the indenture.

Holdings provides a guarantee of the 2027 Mirror Notes, but Holdings is not subject to the covenants under the 2027 Mirror Notes Indenture (as defined below).

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The 2027 Mirror Notes were issued pursuant to, and are governed by, an indenture, dated June 11, 2024 (the “2027 Mirror Notes Indenture”), among the Issuers, the Company, the other guarantors named therein and Wilmington Trust, National Association, as trustee (the “2027 Notes Trustee”).

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Under certain circumstances, the Guarantors may be released from these Guarantees without the consent of the holders of the 2027 Mirror Notes.

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The 2027 Mirror Notes and the Guarantees are the Issuers’ and the Guarantors’ senior unsecured obligations.

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Issuance of $ 450.0 million of 2027 Notes

On June 22, 2022 (the “2027 Notes Closing Date”), Group completed its offering of $ 450.0 million aggregate principal amount of its 2027 Notes for issuance in a private placement not registered under the Securities Act of 1933, as amended (the “Securities Act”).

On June 22, 2022 (the “2027 Notes Closing Date”), Group issued $ 450.0 million aggregate principal amount of its 2027 Notes in a private placement not registered under the Securities Act.

The 2027 Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers in an unregistered offering pursuant to Rule 144A under the Securities Act and to certain non-U.S.

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Interest on the 2027 Notes accrues at 7.00 % and is paid semi-annually in arrears on June 15 and December 15 of each year.

Holdings provided a guarantee of the 2027 Notes, but Holdings is not subject to the covenants under the indenture.

Holdings provides a guarantee of the 2027 Notes, but Holdings is not subject to the covenants under the 2027 Notes Indenture.

Unless earlier redeemed or repurchased, the 2027 Notes will mature on June 15, 2027.

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Issuance of $ 500.0 million of 2026 Notes

On May 7, 2021 (the “2026 Notes Closing Date”), Group completed an offering of $ 500.0 million aggregate principal amount of its 2026 Notes for issuance in a private placement exempt from registration under the Securities Act.

The 2026 Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S.

persons in transactions outside the United States in compliance with Regulation S under the Securities Act.

The 2026 Notes were issued pursuant to, and are governed by, an indenture (the “2026 Notes Indenture”), dated the 2026 Notes Closing Date by and among Group, Holdings, the other guarantors named therein, the trustee and the collateral agent.

The 2026 Notes are guaranteed on a senior secured basis, jointly and severally, by Group’s material domestic subsidiaries, subject to certain exceptions (the “Subsidiary Guarantors”).

In addition, the 2026 Notes were guaranteed on a senior unsecured basis by Holdings (together with the Subsidiary Guarantors, the “Guarantors”).

The net proceeds from the 2026 Notes offering were $ 496.9 million after deducting the $ 1.8 million discount and $ 1.3 million of offering expenses.

Unless earlier redeemed or repurchased, the 2026 Notes were scheduled to mature on May 1, 2026.

On May 7, 2021, Group issued $ 500.0 million aggregate principal amount of its 2026 Notes in a private placement exempt from registration under the Securities Act.

The 2026 Notes were scheduled to mature on May 1, 2026.

The 2026 Notes were extinguished and redeemed with the issuance of the 2032 Notes in June 2025.

Limitations under the Indentures

The indentures governing the 2032 Notes, the 2027 Notes, and the 2027 Mirror Notes (collectively, the “Indentures”), among other things, limit the ability of Group and its restricted subsidiaries to incur indebtedness;

The 2032 Notes Indenture, the 2027 Notes Indenture, and the 2027 Mirror Notes Indenture (collectively, the “Indentures”), among other things, limit the ability of Group and its restricted subsidiaries to incur indebtedness;

issue certain preferred stock or similar equity securities;

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There are certain exceptions to the limitations on the ability to incur indebtedness under the Indentures, including IRU agreements incurred in the normal course of business and any additional indebtedness if Group’s consolidated leverage ratio, as defined in the Indentures, is less than 6.0 to 1.0 or Group’s fixed charge coverage ratio, as defined in the Indentures, is 2.0 to 1.0 or greater.

Group and its subsidiaries can also incur unlimited liens (which can be used, together with capacity under the debt covenant, to incur additional secured indebtedness) if Group’s consolidated secured leverage ratio, as defined in the Indentures, is less than 4.0 to 1.0 .

Under the Indentures, Group and its restricted subsidiaries can pay dividends, make other distributions, make certain investments and make other restricted payments under certain circumstances, including, with respect to its restricted payments, if, after giving pro forma effect to such restricted payment, Group could still incur $ 1 of “Ratio Debt,” as defined (i.e., either its consolidated leverage ratio is less than 6.0 to 1.0 or its fixed charge coverage ratio is 2.0 to 1.0 or greater).

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As of March 31, 2026, and under the more restrictive leverage ratio definitions under the 2027 Notes Indenture and the 2027 Mirror Notes Indenture (the “2027 Notes Indentures”),

● Group’s consolidated leverage ratio was above 6.0 to 1.00 ,

As of June 30, 2026, under the more restrictive leverage ratio definitions under the 2027 Notes Indenture and the 2027 Mirror Notes Indenture (the “2027 Notes Indentures”):

● Group’s consolidated leverage ratio was below 6.0 to 1.00 ,

● Group’s consolidated secured leverage ratio was below 4.0 , and

● Group’s fixed charge coverage ratio was above 2.0 .

As of March 31, 2026, and under the leverage ratio definitions under the 2032 Notes Indenture, (the definition of consolidated cash flow under Group’s 2032 Notes Indenture includes cash payments from TMUSA under the IP Transit Services Agreement for the reference period, as defined.)

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As of June 30, 2026, under the leverage ratio definitions under the 2032 Notes Indenture, (the definition of consolidated cash flow under Group’s 2032 Notes Indenture includes cash payments from TMUSA under the IP Transit Services Agreement for the applicable reference period):

● Group’s consolidated leverage ratio was below 6.0 to 1.00 ,

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Unrestricted payments

As of March 31, 2026, a total of $ 354.0 million was unrestricted and permitted for restricted payments, including dividends and stock purchases.

As of June 30, 2026, a total of $ 240.5 million was unrestricted and permitted for restricted payments, including dividends and stock purchases.

Interest Rate Swap Agreement

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The Swap Agreement was settled on February 5, 2026 with a payment of $ 4.1 million and the total $ 4.3 million cash deposit was released and the account was closed.

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Commitments and contingencies :

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The Company reviews its accruals at least quarterly and adjusts them to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular matter.

The Company has taken certain positions related to its obligations for leased circuits for which it is reasonably possible to result in a loss of up to $ 4.6 million in excess of the amount accrued at March 31, 2026.

The Company has taken certain positions related to its obligations for leased circuits for which it is reasonably possible to result in a loss of up to $ 4.7 million in excess of the amount accrued at June 30, 2026.

In the ordinary course of business, the Company is involved in other legal activities and claims.

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Actual results may differ from these estimates under different assumptions or conditions and such differences could be material.

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Income taxes:

The components of loss before income taxes consist of the following (in thousands):

The components of income (loss) before income taxes consist of the following (in thousands):

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Common stock buyback program:

The Company’s Board of Directors has approved purchases of shares of the Company’s common stock under a buyback program (the “Buyback Program”) through December 31, 2026.

As of March 31, 2026, there was $ 105.8 million remaining for purchases under the Buyback Program.

There were no purchases of common stock in the three months ended March 31, 2026 or in the three months ended March 31, 2025.

In the second quarter of 2025, the Company purchased 229,507 shares of its common stock for $ 11.5 million under its Buyback Program.

There were no purchases of common stock in the three or six months ended June 30, 2026.

As of June 30, 2026, there was $ 105.8 million available under the Buyback Program.

Dividends on common stock:

On May 1, 2026 , the Company’s Board of Directors approved the payment of a quarterly dividend of $ 0.02 per share of common stock.

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 the Company’s Board of Directors and may be reduced, eliminated or increased and will be dependent upon the Company’s financial position, results of operations, available cash, cash flow, capital requirements, limitations under the Company’s debt indentures and other factors deemed relevant by the Company’s Board of Directors.

The Company paid dividends of $ 2.3 million ($ 0.02 per share) and $ 49.6 million ($ 1.01 per share) in the three months ended June 30, 2026 and 2025, respectively.

The Company paid dividends of $ 3.6 million ($ 0.04 per share) and $ 98.7 million ($ 2.01 per share) in the six months ended June 30, 2026 and 2025, respectively.

On August 5, 2026 , the Company’s Board of Directors approved the payment of a quarterly dividend of $ 0.02 per share of common stock.

This estimated $ 1.0 million dividend payment is expected to be made on September 4, 2026 .

The payment of any future dividends and any other returns of capital, including stock buybacks will be at the discretion of the Company’s Board of Directors and may be reduced, eliminated or increased and will be dependent upon the Company’s financial position, results of operations, available cash, cash flow, capital requirements, limitations under the Company’s Indentures and other factors deemed relevant by the Company’s Board of Directors.

The Company is a Delaware corporation and under the General Corporation Law of the State of Delaware, distributions may be restricted including a restriction that distributions, including stock purchases and dividends, do not result in an impairment of a corporation’s capital, as defined under Delaware law.

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The Audit Committee of the Company’s Board of Directors (the “Audit Committee”) reviews and approves all transactions with related parties.

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The Company’s headquarters is located in an office building owned by Sodium LLC whose owner is the Company’s Chief Executive Officer and Chairman, David Schaeffer.

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The amount of fixed annual rent for the Network Operations Lease is $ 34,914 , and the Company is also responsible for paying its metered utility costs and a proportionate share of the building’s other operating expenses that exceed a 2023 base year.

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On July 25, 2023, the Company entered into a Second Amendment to the lease agreement with Germanium (the “Amendment”), which amended the Network Operations Lease to lease an additional 7,369 square feet on the first floor of the building, beginning on August 1, 2023, in connection with the planned expansion of the technical space.

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The Amendment provides for $ 162,118 of additional fixed annual rent during the term of the Network Operations Lease, plus a proportionate share of real estate taxes and operating expenses and separately metered utilities expense.

The Company paid $ 0.8 million and $ 0.8 million in the three months ended March 31, 2026 and 2025, respectively, for rent and related costs (including taxes and utilities) for these leases.

As of late 2025, Mr.

Schaeffer no longer exercises day to day control over the properties that are the subject of Office Lease and Network Operations Lease.

The terms of the Office Lease and Network Operations Lease remain unchanged.

The Company paid $ 0.7 million and $ 0.8 million in the three months ended June 30, 2026 and 2025, respectively, and $ 1.6 million and $ 1.6 million in the six months ended June 30, 2026 and 2025, respectively, for rent and related costs (including taxes and utilities) for these leases.

Geographic and segment information:

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The consolidated operating segment financial information regularly reviewed by the CODM, inclusive of assets, revenue, expenses, profit or loss, and noncash items are included in the Condensed Consolidated Statements of Comprehensive Income (Loss), Condensed Consolidated Balance Sheets, and Condensed Consolidated Statements of Cash Flows.

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Revenues are attributed to regions based on where the services are provided.

Below are the Company’s service revenues and long-lived assets by geographic region - including property plant and equipment and excluding intangible assets (in thousands):

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

North America

South America

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

North America

South America

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Six Months Ended June 30, 2026

North America

South America

Six Months Ended June 30, 2025

North America

South America

Long-lived assets, net

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The majority of North American revenue consists of services delivered within the United States.

Subsequent events:

Gain on debt extinguishment – 2032 Notes

In July 2026, the Company paid $ 106.7 million to repurchase $ 118.4 million of its 2032 Notes at an average price of $ 90.071 .

In connection with these purchases the Company will recognize a gain of approximately $ 11.8 million in the three months ended September 30, 2026.

These purchases resulted in a retirement of $ 118.4 par value of the 2032 Notes and a cumulative retirement of $ 138.8 million of the total $ 175.0 million of repurchases contemplated by the Supplemental Indenture.

Refinancing of 2027 Notes and 2027 Mirror Notes

The Company expects to refinance its 2027 Notes and 2027 Mirror Notes in the third quarter of 2026, subject to market conditions and other factors.

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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.

What changed 10-Q

Item 1. Financial Statements