Cogent amends notes indenture, lifts leverage cap

Cogent Communications Holdings, Inc. announced that its subsidiaries Cogent Communications Group, LLC and Cogent Finance, Inc. entered into a First Supplemental Indenture to amend the terms of their existing notes indenture.

Rhea-AI Filing Summary

Cogent Communications Holdings, Inc. announced that its subsidiaries Cogent Communications Group, LLC and Cogent Finance, Inc. entered into a First Supplemental Indenture to amend the terms of their existing notes indenture.

The amendments raise the secured leverage ratio in the “Permitted Liens” basket from 4.00:1.00 to 4.75:1.00 and direct proceeds from certain data center sales to repurchase or retire existing indebtedness at a discount, with at least 50% applied to the 6.500% Senior Secured Notes due 2032. The changes also restrict transfers of indefeasible rights of use to non-guarantor or unrestricted subsidiaries and make related conforming changes, following consent from holders of a majority in principal amount of the notes.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Secured leverage ratio limit: 4.75:1.00 Prior secured leverage ratio: 4.00:1.00 Senior Secured Notes coupon: 6.500% +2 more

5 metrics

Secured leverage ratio limit 4.75:1.00 Increased from 4.00:1.00 under Permitted Liens ratio liens basket

Prior secured leverage ratio 4.00:1.00 Original limit in Permitted Liens ratio liens basket

Senior Secured Notes coupon 6.500% Coupon on Senior Secured Notes due 2032

Required allocation of sale proceeds At least 50% Minimum of certain data center sale proceeds to repurchase the Notes

Notes maturity 2032 Maturity year of 6.500% Senior Secured Notes

Key Terms

First Supplemental Indenture, Permitted Liens, secured leverage ratio, restricted payments, +2 more

6 terms

First Supplemental Indenture regulatory

"entered into a First Supplemental Indenture (the “Supplemental Indenture”)"

Permitted Liens financial

"amend the “Permitted Liens” definition therein to increase the secured leverage ratio"

secured leverage ratio financial

"increase the secured leverage ratio under the “ratio liens” basket from 4.00:1.00 to 4.75:1.00"

A secured leverage ratio compares the amount of a company’s debt that is backed by collateral (secured debt) to its ability to pay that debt, usually measured against cash flow or the value of assets. Think of it as the share of mortgages on a house compared with the owner’s income or home value — a higher ratio signals more debt burden and greater risk of lender action, tighter borrowing terms, and potential pressure on equity returns, all of which matter to investors.

restricted payments financial

"Cogent Group will not make restricted payments constituting the dividend, distribution, sale"

Restricted payments are cash or asset transfers that a company is contractually barred or limited from making, such as dividends, stock buybacks, certain investments or returns of capital, typically under loan agreements or bond covenants. Investors care because these limits protect creditors by keeping cash in the business, and they directly affect shareholder returns and a company’s flexibility to reward owners or pursue opportunities — like rules on withdrawals from a shared bank account.

indefeasible rights of use technical

"dividend, distribution, sale, transfer or contribution of indefeasible rights of use (“IRUs”)"

unrestricted subsidiary financial

"prohibit any IRU ... from being transferred to, assumed by or refinanced by any unrestricted subsidiary"

An unrestricted subsidiary is a legally separate company that a parent firm has carved out from certain loan or bond rules, so it is not bound by the same financial limits or covenants as the parent. Think of it like a household member who manages their own finances — this gives the parent more operational flexibility but can matter to investors because assets, risks or cash flow can be shifted into that unit, affecting the parent’s balance sheet and the security of lenders.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Cogent Communications Holdings (CCOI) change in its notes indenture?

Cogent’s subsidiaries entered into a First Supplemental Indenture that amends the existing notes indenture, adjusting leverage limits, directing data center sale proceeds toward debt repurchases, and tightening rules around transfers of indefeasible rights of use among group entities.

How did Cogent (CCOI) change its secured leverage ratio under Permitted Liens?

The Supplemental Indenture increases the secured leverage ratio under the “ratio liens” basket in the Permitted Liens definition from 4.00:1.00 to 4.75:1.00, modifying how much secured debt can be incurred while remaining compliant with the notes indenture.

How will Cogent (CCOI) use proceeds from certain data center sales?

The company must contribute or provide proceeds from certain data center sales to Cogent Group or its restricted subsidiaries and use those proceeds solely to repurchase or retire existing indebtedness at a discount, with at least 50% used to repurchase the 6.500% Senior Secured Notes due 2032.

What new restrictions did Cogent (CCOI) place on indefeasible rights of use (IRUs)?

Cogent Group will not make restricted payments involving dividends, distributions, sales, transfers, or contributions of indefeasible rights of use and generally cannot transfer IRUs to unrestricted subsidiaries or non-guarantor restricted subsidiaries, subject to limited exceptions described in the Supplemental Indenture.

Did noteholders approve Cogent’s (CCOI) Supplemental Indenture changes?

The Supplemental Indenture became effective after the issuers received consents from holders of a majority of the outstanding aggregate principal amount of the 6.500% Senior Secured Notes due 2032, satisfying the consent requirement to implement the indenture amendments.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/15/2026 - 04:20 PM Learn about SEC filing dates

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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

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 EXHIBIT 4.1 32.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB