UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 15, 2026
Cogent Communications Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-51829 | 46-5706863 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 2450 N St NW, Washington, D.C. |
20037 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 202-295-4200
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on which Registered |
| Common Stock, par value $0.001 per share | CCOI | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On June 15, 2026, Cogent Communications Group, LLC (“Cogent Group”) and Cogent Finance, Inc. (the “Co-Issuer” and, together with Cogent Group, the “Issuers”), two wholly owned subsidiaries of Cogent Communications Holdings, Inc. (the “Company”), entered into a First Supplemental Indenture (the “Supplemental Indenture”) with the Company, the other guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent (the “Trustee and Collateral Agent”), to the Indenture, dated as of June 17, 2025 (the “Indenture”), among the Issuers, the Company, the other guarantors named therein, the Trustee and Collateral Agent to effect certain amendments to the Indenture to: (i) amend the “Permitted Liens” definition therein to increase the secured leverage ratio under the “ratio liens” basket from 4.00:1.00 to 4.75:1.00; (ii) require the Company to contribute or otherwise provide to Cogent Group and/or one or more of its restricted subsidiaries the proceeds of certain data center sales and require Cogent Group to use such proceeds solely to repurchase or otherwise retire existing indebtedness at a discount (with at least 50% of such proceeds being used to repurchase the Issuers’ existing 6.500% Senior Secured Notes due 2032 (the “Notes”)); (iii) provide that the proceeds from such data center sales will not be used to increase available restricted payment capacity under the Indenture; (iv) provide that Cogent Group will not make restricted payments constituting the dividend, distribution, sale, transfer or contribution of indefeasible rights of use (“IRUs”) and prohibit any IRU that is owned or held by Cogent 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; and (v) amend, supplement or change certain other provisions in the Indenture related to the foregoing. Entry into the Supplemental Indenture follows the Issuers’ receipt of consents from holders of a majority of the outstanding aggregate principal amount of the Notes. The Supplemental Indenture was effective upon execution.
The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | ||
| Number | Description | |
| 4.1 | First Supplemental Indenture, dated as of June 15, 2026, among Cogent Communications Group, LLC, Cogent Finance, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 15, 2026
| Cogent Communications Holdings, Inc. | ||
| By: | /s/ David Schaeffer | |
| Name: David Schaeffer | ||
| Title: President and Chief Executive Officer | ||
Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
Dated as of June 15, 2026
among
COGENT COMMUNICATIONS GROUP, LLC and
COGENT FINANCE, INC., as the Issuers,
the Guarantors party hereto
and
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
6.500% SENIOR SECURED NOTES DUE 2032
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 15, 2026, among Cogent Communications Group, LLC (the “Company”), Cogent Finance, Inc. (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors party hereto (the “Guarantors”) and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).
W I T N E S S E T H:
WHEREAS, each of the Issuers and the Guarantors have heretofore executed and delivered to the Trustee and the Collateral Agent an indenture, dated as of June 17, 2025 (the “Original Indenture” and, together with this Supplemental Indenture and any other supplements thereto, the “Indenture”), providing for the issuance of $600,000,000 aggregate principal amount of the Issuers’ 6.500% Senior Secured Notes due 2032 (the “Notes”);
WHEREAS, pursuant to Section 9.02 of the Original Indenture, the Issuers, the Guarantors, the Trustee and the Collateral Agent may amend or supplement the Original Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (the “Requisite Consents”);
WHEREAS, as of June 15, 2026, the Issuers have received and caused to be delivered to the Trustee evidence of receipt of the Requisite Consents from or on behalf of Holders to amend the Original Indenture as set forth herein and such evidence is attached to the Officer’s Certificate delivered as of the date hereof to the Trustee and the Collateral Agent in connection with the execution of this Supplemental Indenture;
WHEREAS, the Issuers and the Guarantors have each duly authorized the execution and delivery of this Supplemental Indenture; and
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Amendments to the Original Indenture.
(a) Section 1.01 (“Definitions”) of the Original Indenture is hereby amended by adding the following definition:
“Data Center Proceeds” means the net cash proceeds from the sale by Cogent Holdco (or any Subsidiary of Cogent Holdco that is not a Subsidiary of the Company) of certain data centers, which net cash proceeds are contributed or otherwise provided to the Company and/or one or more of its Restricted Subsidiaries; provided that only the greater of (i) the first $175.0 million of such net cash proceeds and (ii) the net cash proceeds from the first 10 such data center sales occurring after June 15, 2026 shall constitute Data Center Proceeds.
(b) Clause (5) of the definition of “Permitted Liens” in Section 1.01 (“Definitions”) of the Original Indenture is hereby amended by replacing the reference therein to “4.00” with “4.75”.
(c) Section 4.04(a)(3)(b) (“Limitation on Restricted Payments”) of the Original Indenture is hereby amended as follows:
“100.0% of the aggregate amount received by the Company in cash and the Fair Market Value of property other than cash since April 1, 2025 as a contribution to its common equity capital or from the issue or sale of Equity Interests (other than Disqualified Stock) of the Company or any Restricted Subsidiary (other than Data Center Proceeds) and the amount of reduction of Indebtedness of the Company or its Restricted Subsidiaries that has been converted into or exchanged for such Equity Interests (other than Equity Interests sold to, or Indebtedness held by, a Subsidiary of the Company); plus”
(d) Section 4.04(b)(3) (“Limitation on Restricted Payments”) of the Original Indenture is hereby amended as follows:
“any Restricted Payment in exchange for, or out of the net proceeds of a contribution to the common equity of the Company or a substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests (other than Disqualified Stock) of the Company or, to the extent the proceeds from such contribution or sale of Equity Interests are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company, a direct or indirect parent of the Company (other than Data Center Proceeds); provided that the amount of any such net proceeds that are utilized for such Restricted Payment will be excluded from Section 4.04(a)(3)(b);”
(e) Section 4.04 (“Limitation on Restricted Payments”) of the Original Indenture is hereby amended by adding paragraphs (e) and (f) as follows:
“(e) Notwithstanding the foregoing, the Company may not make a Restricted Payment constituting the dividend, distribution, sale, transfer or contribution of IRUs, whether directly or through a dividend or distribution of the Equity Interests of an entity or entities that is or are the owner(s) of such IRUs. In addition, no IRU that is owned or held by the Company or any Guarantor as of June 15, 2026, may be transferred to, assumed by or refinanced by any Unrestricted Subsidiary or any Restricted Subsidiary that is not a Guarantor, except (1) in connection with bona fide tax planning or reorganization activities or (2) any transfers, assumptions or refinancings of IRUs having an aggregate Fair Market Value (measured on the date of each applicable transfer, assumption or refinancing and without giving effect to subsequent changes in value) not exceeding $50.0 million.
(f) The Company shall utilize Data Center Proceeds only to repurchase, defease or otherwise retire Indebtedness at a discount to the par value thereof or at maturity of such Indebtedness, and at least 50.0% of the aggregate Data Center Proceeds shall be used to redeem, repurchase, defease or otherwise retire the Notes at a discount to the par value thereof or at maturity of the Notes.”
(f) A new Section 4.18 (“Data Center Proceeds”) is hereby added following Section 4.17 (“Post-Closing Undertakings”) in the Original Indenture:
“Section 4.18 Data Center Proceeds. Cogent Holdco shall contribute or otherwise provide to the Company and/or one or more of its Restricted Subsidiaries all Data Center Proceeds within 30 days of receipt thereof by Cogent Holdco or any of its Subsidiaries.”
3. Effectiveness. This Supplemental Indenture will become effective immediately upon its execution and delivery by the parties hereto.
4. Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
5. Ratification and Reaffirmation of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture (including the Guarantees contained therein) is in all respects ratified and reaffirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.
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6. No Recourse Against Others. No director, officer, employee, incorporator, stockholder, member, manager or partner of either Issuer, any Subsidiary or any direct or indirect parent of either Issuer, as such, will have any liability for any obligations of either Issuer or the Guarantors under the Notes, any Note Guarantees, the Indenture or any Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Note Guarantees. The waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture.
8. Effect of Headings. The section headings herein are for convenience only and shall not affect the construction hereof.
9. The Trustee and the Collateral Agent. Neither the Trustee nor the Collateral Agent shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers. Neither the Trustee nor the Collateral Agent makes any representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
| COGENT COMMUNICATIONS GROUP, LLC | |||
| By: | /s/David Schaeffer | ||
| Name: | David Schaeffer | ||
| Title: | President and Chief Executive Officer | ||
| COGENT FINANCE, INC. | |||
| By: | /s/ David Schaeffer | ||
| Name: | David Schaeffer | ||
| Title: | President and Chief Executive Officer | ||
| COGENT COMMUNICATIONS, LLC, as Guarantor | |||
| By: | /s/ David Schaeffer | ||
| Name: | David Schaeffer | ||
| Title: | President and Chief Executive Officer | ||
| COGENT COMMUNICATIONS, LLC, as sole member of each of: | |||
| COGENT IH, LLC, | |||
| COGENT WG, LLC, and | |||
| SPRINT SOLUTIONS WIRELINE LLC, | |||
| as Guarantors | |||
| By: | /s/ David Schaeffer | ||
| Name: | David Schaeffer | ||
| Title: | President and Chief Executive Officer | ||
| COGENT COMMUNICATIONS HOLDINGS, INC., as Guarantor | |||
| By: | /s/ David Schaeffer | ||
| Name: | David Schaeffer | ||
| Title: | President and Chief Executive Officer | ||
[Signature Page to First Supplemental Indenture (6.500% Senior Secured Notes due 2032)]
| WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee | |||
| By: | /s/ Karen Ferry | ||
| Name: | Karen Ferry | ||
| Title: | Vice President | ||
| WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent | |||
| By: | /s/ Karen Ferry | ||
| Name: | Karen Ferry | ||
| Title: | Vice President | ||
[Signature Page to First Supplemental Indenture (6.500% Senior Secured Notes due 2032)]