Cogent (NASDAQ: CCOI) CEO Schaeffer returns 58,667 shares and gifts 58,666

Rhea-AI Filing Summary

Cogent Communications Holdings chairman, CEO, and president Dave Schaeffer reported dispositions of common stock tied to a performance share award and estate planning transfers. On April 1, he returned 58,667 shares to the company in a disposition to the issuer at $0.00 per share, leaving 638,476 shares held directly immediately after that step.

On the same date, he made bona fide gifts totaling 58,666 shares of common stock, including 29,333 shares given directly and 29,333 shares transferred to a family trust for no consideration. After these gifts, he held 609,143 shares directly and 258,990 shares indirectly through the family trust. The footnotes explain this activity followed a January 3, 2022 performance share grant of up to 88,000 shares, where 29,333 shares vested under Tranche 1 criteria and 58,667 shares tied to Tranches 2 and 3 were forfeited.

Insights

Equity compensation and insider-transactions analyst

Transactions reflect performance award outcomes and gifting, not open‑market trading.

The reported activity involves no open‑market buying or selling. One block of 58,667 shares was returned to the issuer at $0.00 per share after performance conditions for two tranches of a 2022 performance share grant were not met. This is effectively a forfeiture, not a sale.

Two additional transactions are bona fide gifts totaling 58,666 shares, split between direct recipients and a family trust. Schaeffer still holds 609,143 shares directly and 258,990 shares indirectly through the trust after these changes. With no derivative positions shown and no cash proceeds, the filing mainly updates equity-based compensation results and estate planning, providing limited insight into his market view of the stock.

Insider Trade Summary

58,666 shares gifted

Mixed 3 txns

Insider SCHAEFFER DAVE

Role CHAIRMAN, CEO, AND PRESIDENT

Type	Security	Shares	Price	Value
Disposition	common stock	58,667	$0.00	--
Gift	common stock	29,333	$0.00	--
Gift	common stock	29,333	$0.00	--

Holdings After Transaction: common stock — 638,476 shares (Direct); common stock — 258,990 shares (Indirect, by family trust)

Footnotes (1)

1. 1. On January 3, 2022, the reporting person was granted an award of up to 88,000 performance shares. Tranche 1 of the award consisted of 29,333 shares based on the Company's organic growth rate in revenue as compared to 1.5 times the organic growth rate of the NASDAQ Telecommunications Index ("NTI") between January 1, 2022, and December 31, 2025. Tranche 2 of the award consisted of 29,333 shares based on the Company's organic growth rate in cash flows from operating activities as compared to 2.0 times the organic growth rate of the NTI between January 1, 2022, and December 31, 2025. Tranche 3 of the award consisted of 29,334 shares based on the Company's total shareholder return as compared to the total shareholder return of the NTI between January 1, 2022, and December 31, 2025. 2. On April 1, 2026, the Company determined that the performance criteria for the Tranche 1 had been achieved and 29,333 shares of common stock were earned and vested. The Company also determined that the performance criteria for Tranches 2 and 3 had not been achieved and that 58,667 shares were therefore forfeited. 3. These shares were transferred to a family trust for no consideration.

Key Figures

Disposition to issuer: 58,667 shares Gifted shares total: 58,666 shares Direct holdings after gifts: 609,143 shares +4 more

7 metrics

Disposition to issuer 58,667 shares Common stock returned to issuer on April 1, 2026 at $0.00

Gifted shares total 58,666 shares Bona fide gifts of common stock on April 1, 2026

Direct holdings after gifts 609,143 shares Direct common stock owned after April 1, 2026 transactions

Indirect holdings via family trust 258,990 shares Indirect common stock held by family trust after gift

Performance award size 88,000 shares Maximum performance shares granted January 3, 2022

Vested Tranche 1 shares 29,333 shares Tranche 1 earned and vested when revenue growth criteria met

Forfeited Tranche 2 and 3 shares 58,667 shares Performance criteria not achieved for Tranches 2 and 3

Key Terms

performance shares, bona fide gift, family trust, total shareholder return, +1 more

5 terms

performance shares financial

"the reporting person was granted an award of up to 88,000 performance shares"

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

bona fide gift financial

"transaction_code_description": "Bona fide gift""

family trust financial

"nature_of_ownership": "by family trust""

total shareholder return financial

"based on the Company's total shareholder return as compared to the total shareholder return of the NTI"

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

NASDAQ Telecommunications Index financial

"as compared to the organic growth rate of the NASDAQ Telecommunications Index ("NTI")"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SCHAEFFER DAVE

(Last) (First) (Middle)

2450 N ST NW

4TH FLOOR

(Street)

WASHINGTON DISTRICT OF COLUMBIA 20037

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
COGENT COMMUNICATIONS HOLDINGS, INC. [ CCOI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHAIRMAN, CEO, AND PRESIDENT

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
common stock	04/01/2026		D		58,667(1)(2)	D	$0	638,476	D
common stock	04/01/2026		G		29,333(3)	D	$0	609,143	D
common stock	04/01/2026		G		29,333(3)	A	$0	258,990	I	by family trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 1. On January 3, 2022, the reporting person was granted an award of up to 88,000 performance shares. Tranche 1 of the award consisted of 29,333 shares based on the Company's organic growth rate in revenue as compared to 1.5 times the organic growth rate of the NASDAQ Telecommunications Index ("NTI") between January 1, 2022, and December 31, 2025. Tranche 2 of the award consisted of 29,333 shares based on the Company's organic growth rate in cash flows from operating activities as compared to 2.0 times the organic growth rate of the NTI between January 1, 2022, and December 31, 2025. Tranche 3 of the award consisted of 29,334 shares based on the Company's total shareholder return as compared to the total shareholder return of the NTI between January 1, 2022, and December 31, 2025.

2. 2. On April 1, 2026, the Company determined that the performance criteria for the Tranche 1 had been achieved and 29,333 shares of common stock were earned and vested. The Company also determined that the performance criteria for Tranches 2 and 3 had not been achieved and that 58,667 shares were therefore forfeited.

3. 3. These shares were transferred to a family trust for no consideration.

	/s/ David Schaeffer	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider stock transactions did CCOI CEO Dave Schaeffer report?

Dave Schaeffer reported three non-derivative transactions in Cogent Communications common stock. He returned 58,667 shares to the issuer and made bona fide gifts totaling 58,666 shares. These changes reflect award forfeiture and gifting, not open-market purchases or sales.

How many Cogent Communications (CCOI) shares does Dave Schaeffer hold after these transactions?

After the reported transactions, Dave Schaeffer holds 609,143 Cogent Communications shares directly and 258,990 shares indirectly through a family trust. These figures come from the post-transaction share balances disclosed for his direct ownership and the trust’s indirect holdings.

Why were 58,667 CCOI performance shares forfeited by Dave Schaeffer?

The company determined on April 1, 2026 that performance criteria for Tranches 2 and 3 of Schaeffer’s 2022 performance share award were not achieved. As a result, 58,667 shares tied to those tranches were forfeited and returned to the issuer for no consideration.

What performance condition did Dave Schaeffer meet to vest CCOI shares?

Tranche 1 of Schaeffer’s January 3, 2022 performance share award vested when the company’s organic revenue growth exceeded 1.5 times the organic growth rate of the NASDAQ Telecommunications Index. This resulted in 29,333 common shares being earned and vested under that tranche.

Were the CCOI insider transactions open-market sales or gifts?

The transactions disclosed were not open-market sales. One was a disposition of 58,667 shares back to the issuer at no price, reflecting forfeited performance shares. The other two were bona fide gifts totaling 58,666 shares, including a transfer to a family trust.

What is the structure of Dave Schaeffer’s performance share award at Cogent Communications (CCOI)?

Schaeffer received up to 88,000 performance shares on January 3, 2022, split into three equal tranches. Each tranche is tied to distinct metrics: organic revenue growth, organic cash flow from operations growth, and total shareholder return versus the NASDAQ Telecommunications Index over a defined period.