[Form 4] Cogent Communications Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

David Schaeffer, who serves as Chairman, CEO and President of Cogent Communications Holdings (CCOI), reported a sale of 818,909 shares of the company's common stock on 08/08/2025 at a reported price of $27.50 per share. The Form 4 states this sale was a non‑volitional transfer to a lender under the reporting person’s margin loan facility, and the lender conducted a private block sale at an approximately 9% discount to the market price. Following the transaction, the reporting person beneficially owns 697,143 shares.

The disclosure explains the mechanics of the transfer but does not provide details about the margin loan balance or the purchaser in the private sale.

Positive

• Clear disclosure that the sale was a non‑volitional transfer to a lender under a margin loan facility
• Post‑transaction stake reported: the reporting person continues to beneficially own 697,143 shares

Negative

• Large block sale of 818,909 shares was executed, which materially reduced the reporting person's holdings
• Sale executed at ~9% discount to market in a private block sale, potentially reflecting urgency or illiquidity
• Limited detail on margin exposure and purchaser, preventing full assessment of counterparty risk and motivations

Insights

Financial Analyst

TL;DR: CEO sold a large block of shares via lender action; transaction disclosed as non‑volitional and executed at a discount.

The sale of 818,909 shares at $27.50 is material in size relative to the reporting person's post‑transaction stake of 697,143 shares, and the ~9% discount to market for a private block sale is explicitly stated. From a market perspective, the disclosure clarifies this was not a voluntary open‑market sale by management, which helps distinguish liquidity-driven sales from intentional portfolio reductions. The filing lacks details on the margin loan amount and the buyer, which limits full assessment of potential timing or signaling effects.

Corporate Governance Expert

TL;DR: A non‑volitional transfer tied to a margin facility triggered a large insider sale; governance implications warrant attention.

The Form 4 confirms the transfer was effectuated by a lender under a margin loan and completed as a private block sale at an approximate 9% market discount. That factual disclosure is important for governance transparency because it documents external counterparty action affecting insider holdings. The filing provides clear mechanics but omits lender identity and margin exposure, which are relevant governance details for shareholders monitoring insider leverage and potential conflicts.

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
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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 DC 20037

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

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

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

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

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	08/08/2025		S		818,909(1)	D	$27.5	697,143	D

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. The sales reported on this Form 4 represent a non-volitional transfer of Common Stock by the Reporting Person to one of the Reporting Person's lenders effectuated by the lender pursuant to the Reporting Person's margin loan facility. The lender then sold the Common Stock in a private block sale at an approximately 9% discount to the then market price.

	/s/ David Schaeffer	08/11/2025
	** 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.

FAQ

What did Cogent (CCOI) insider David Schaeffer report on the Form 4?

The Form 4 reports a sale of 818,909 shares at $27.50 per share, described as a non‑volitional transfer to a lender under a margin loan facility.

How many CCOI shares does David Schaeffer own after the reported transaction?

Following the reported transaction, the filing shows the reporting person beneficially owns 697,143 shares.

Was the insider sale voluntary or forced for CCOI?

The Form 4 explicitly describes the sale as a non‑volitional transfer effectuated by the lender under the reporting person’s margin loan facility.

At what price and discount was the CCOI block sold?

The block was reported sold at $27.50 per share, with the private sale executed at an approximately 9% discount to the then market price.

Does the Form 4 disclose the lender or purchaser for the CCOI shares?

No. The filing describes the lender’s action and the private block sale but does not identify the lender or the purchaser.