Cogent Communications (CCOI) CEO gifts 2M shares, gets 1M restricted

Rhea-AI Filing Summary

COGENT COMMUNICATIONS HOLDINGS, INC. chairman and CEO Dave Schaeffer reported several equity transactions in the company’s common stock. He made bona fide gifts totaling 2,000,000 shares, including 1,000,000 shares held directly and 1,000,000 shares held through a family trust, all transferred for no consideration.

On the same date, he received an award of 1,000,000 shares of restricted stock. This award vests in three tranches if the volume weighted average price of the stock reaches $70.00, $85.00, and $100.00 for specified 60-day periods from February 28, 2026, through February 28, 2031, subject to his continued service. Following these transactions, he holds 1,609,143 shares directly and 1,258,990 shares indirectly through a family trust.

Insider Trade Summary

2,000,000 shares gifted

Mixed 3 txns

Insider SCHAEFFER DAVE

Role CHAIRMAN, CEO, AND PRESIDENT

Type	Security	Shares	Price	Value
Grant/Award	common stock	1,000,000	$0.00	--
Gift	common stock	1,000,000	$0.00	--
Gift	common stock	1,000,000	$0.00	--

Holdings After Transaction: common stock — 1,609,143 shares (Direct, null); common stock — 1,258,990 shares (Indirect, by family trust)

Footnotes (1)

1. This award of restricted stock will vest in three tranches, with each tranche vesting on the last day of any consecutive sixty-calendar-day period during the period from February 28, 2026, through February 28, 2031, if the volume weighted average price of the Company's Common Stock equals or exceeds: $70.00, in which case 200,000 shares will vest; $85.00, in which a case 300,000 will vest; and $100, in which case 500,000 shares will vest. Vesting is subject to the reporting person's continuous service with the company as chief executive officer for the period from February 28, 2026, to December 31, 2028, and either as CEO or in such other capacity approved by the Board for the period from January 1, 2029, to February 28, 2031. These shares were transferred to a family trust for no consideration.

Key Figures

Gifted shares via family trust: 1,000,000 shares Gifted shares directly: 1,000,000 shares Restricted stock award: 1,000,000 shares +5 more

8 metrics

Gifted shares via family trust 1,000,000 shares Common stock gifted indirectly by family trust at $0.00 per share

Gifted shares directly 1,000,000 shares Common stock gifted directly at $0.00 per share

Restricted stock award 1,000,000 shares Common stock restricted award to CEO subject to price and service vesting

Direct holdings after transactions 1,609,143 shares Common stock held directly following reported Form 4 transactions

Indirect holdings after transactions 1,258,990 shares Common stock held indirectly via family trust after transactions

Total gifted shares 2,000,000 shares Aggregate bona fide gifts of common stock reported in this filing

First vesting price hurdle $70.00 VWAP target for 200,000 restricted shares to vest between Feb 28, 2026 and Feb 28, 2031

Second and third vesting hurdles $85.00 and $100.00 VWAP targets for 300,000 and 500,000 restricted shares to vest

Key Terms

restricted stock, volume weighted average price, bona fide gift, family trust

4 terms

restricted stock financial

"This award of restricted stock will vest in three tranches, with each tranche vesting..."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

volume weighted average price financial

"if the volume weighted average price of the Company's Common Stock equals or exceeds..."

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

bona fide gift financial

"transaction_code_description: "Bona fide gift""

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

family trust financial

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

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)
05/04/2026

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	05/04/2026		A		1,000,000(1)	A	$0	1,609,143	D
common stock	05/04/2026		G		1,000,000(2)	D	$0	609,143	D
common stock	05/04/2026		G		1,000,000	A	$0	1,258,990	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. This award of restricted stock will vest in three tranches, with each tranche vesting on the last day of any consecutive sixty-calendar-day period during the period from February 28, 2026, through February 28, 2031, if the volume weighted average price of the Company's Common Stock equals or exceeds: $70.00, in which case 200,000 shares will vest; $85.00, in which a case 300,000 will vest; and $100, in which case 500,000 shares will vest. Vesting is subject to the reporting person's continuous service with the company as chief executive officer for the period from February 28, 2026, to December 31, 2028, and either as CEO or in such other capacity approved by the Board for the period from January 1, 2029, to February 28, 2031.

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

	/s/ David Schaeffer	05/04/2026
	** 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 transactions did CCOI CEO Dave Schaeffer report on this Form 4?

Dave Schaeffer reported gifts and an equity award involving common stock. He made bona fide gifts totaling 2,000,000 shares and received an award of 1,000,000 restricted shares, all at $0.00 per share, reflecting non-cash, non-market transfers and compensation-related equity.

How many Cogent Communications (CCOI) shares did the CEO gift?

He gifted a total of 2,000,000 common shares. This included 1,000,000 shares held directly in his name and 1,000,000 shares held indirectly through a family trust, with the filing noting the transfers were bona fide gifts made for no consideration.

What are the terms of the 1,000,000-share restricted stock award at CCOI?

The 1,000,000 restricted shares vest in three tranches tied to stock price hurdles. Tranches of 200,000, 300,000, and 500,000 shares vest if volume weighted average price reaches $70.00, $85.00, and $100.00, respectively, during specified 60-day periods through February 28, 2031.

What service conditions apply to the CCOI CEO’s restricted stock award?

Vesting requires continuous service as CEO from February 28, 2026, to December 31, 2028. From January 1, 2029, to February 28, 2031, he must serve as CEO or in another capacity approved by the board for the shares to vest.

How many CCOI shares does Dave Schaeffer hold after these transactions?

After the reported transactions, he holds 1,609,143 common shares directly. He also holds 1,258,990 common shares indirectly through a family trust, giving a substantial combined equity position reported in this Form 4 filing.

Were any of the CCOI CEO’s transactions open-market sales or purchases?

No, the filing shows no open-market sales or purchases. The two dispositions were coded as bona fide gifts, and the 1,000,000-share acquisition was a restricted stock award, all recorded at a transaction price of $0.00 per share.