[8-K] COGENT COMMUNICATIONS HOLDINGS, INC. Reports Material Event

Rhea-AI Filing Summary

Cogent Communications Holdings, Inc. reported that it has resumed its common stock buyback program. The company announced this through a press release dated November 17, 2025, which is included as Exhibit 99.1 to the Form 8-K. The filing explains that this information is being furnished rather than filed, meaning it is not subject to certain liability provisions of the Exchange Act and is not automatically incorporated into other securities law filings.

Insights

Equity Capital Allocation Analyst

Cogent has restarted its common stock repurchase program, signaling renewed capital return activity.

Cogent Communications Holdings, Inc. disclosed that it has resumed its common stock buyback program and communicated this via a press release furnished as Exhibit 99.1. A buyback program typically allows a company to repurchase its own shares in the open market or through other methods, reducing the public float when executed.

The filing does not include details such as the size, duration, or pace of repurchases, so the scale of potential impact on share count and per-share metrics is not clear from this excerpt. The company also clarifies that the press release and related information are being furnished, not filed, which limits certain legal implications under Section 18 of the Exchange Act.

Overall, the disclosure formally updates the market that a repurchase program is again active, but the actual effect will depend on the specific terms and the level of future repurchase activity as described in the accompanying press release dated November 17, 2025.

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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): November 17, 2025

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)		(I.R.S. 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 2.02 Results of Operations and Financial Condition.

On November 17, 2025, Cogent Communications Holdings, Inc. issued a press release concerning the resumption of its common stock buyback program. The press release is furnished as Exhibit 99.1 to this current report on Form 8-K.

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit  Number		Description
99.1		Press Release of Cogent Communications Holdings, Inc. dated November 17, 2025. (filed herewith).
104		Cover Page Data File (the cover page XBRL tags are embedded within the iXBRL 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.

	Cogent Communications Holdings, Inc.
November 17, 2025	By:	/s/ David Schaeffer
		Name:	David Schaeffer
		Title:	President and Chief Executive Officer

FAQ

What did Cogent Communications (CCOI) announce in this Form 8-K?

Cogent Communications Holdings, Inc. announced that it has resumed its common stock buyback program. This information was communicated through a press release dated November 17, 2025, which is furnished as Exhibit 99.1.

How did Cogent Communications (CCOI) disclose the resumption of its stock buyback program?

The company disclosed the resumption of its buyback program by issuing a press release on November 17, 2025, which is attached to the Form 8-K as Exhibit 99.1.

Is the Cogent Communications (CCOI) buyback announcement considered filed or furnished?

The information in Item 2.02, including Exhibit 99.1, is being furnished rather than filed. This means it is not deemed filed under Section 18 of the Exchange Act and is not automatically incorporated by reference into other securities filings.

Which item of the Form 8-K covers Cogent Communications' buyback program update?

The resumption of the common stock buyback program is reported under Item 2.02 – Results of Operations and Financial Condition of the Form 8-K.

What exhibits are included with this Cogent Communications (CCOI) Form 8-K?

The Form 8-K includes Exhibit 99.1, which is the press release dated November 17, 2025, and Exhibit 104, the cover page data file with embedded iXBRL tags.

Who signed the Cogent Communications (CCOI) Form 8-K regarding the buyback program?

The Form 8-K was signed on behalf of Cogent Communications Holdings, Inc. by David Schaeffer, the company’s President and Chief Executive Officer, dated November 17, 2025.