David Schaeffer reduces stake after lender-enforced sale; 7% discount noted

Rhea-AI Filing Summary

David Schaeffer, Chairman, CEO and President of Cogent Communications (CCOI), reported a sale on 08/07/2025 of 1,840,669 shares of common stock at $32.60 per share, reducing his direct holdings to 1,516,052 shares.

The filing explains the sales were a non-volitional transfer of shares to a lender under the reporting persons margin loan facility; the lender then sold the shares to an affiliate at a 7% discount to the market price. The reported disposal generated gross proceeds of roughly $60.0 million based on the reported price, and the filing attributes the transaction to lender action rather than an affirmative sale decision by the insider.

Positive

• Disposition was non-volitional under a margin loan, which suggests the sale may not reflect a change in insider confidence.
• Filing discloses mechanics of the transfer and sale including the 7% discount, providing transparency about execution.

Negative

• Large disposition: 1,840,669 shares sold, a material block that reduced direct holdings to 1,516,052 shares.
• Discounted execution: lender sold the shares to an affiliate at a 7% discount, lowering proceeds relative to market price.
• Potential short-term market impact: sale of this size realized approximately $60.0 million at the reported price, which could affect liquidity or share price in a thin market.

Insights

Corporate Governance Expert

TL;DR: Large insider disposal was lender-driven under a margin loan, which mitigates but does not eliminate governance and signaling concerns.

The Form 4 shows a sizeable disposition of 1,840,669 shares executed as a non-volitional transfer to a lender and then sold at a 7% discount to an affiliate. Because the sale was driven by creditor enforcement, it is less indicative of a voluntary change in insider sentiment. However, the mechanics — a lender-enforced sale and use of an affiliate buyer — raise questions about collateral management and potential short-term price impact. Investors should note the remaining direct stake of 1,516,052 shares and that the transaction realized roughly $60.0M at the reported price.

Financial Analyst

TL;DR: The transaction materially reduced direct insider holdings and realized roughly $60M, but it was executed under a margin facility, not a discretionary sale.

From a market perspective, disposing 1.84M shares at $32.60 could be material given the dollar value involved. The filings explicit explanation that the transfer was non-volitional and effected by the lender limits its informational content about insider views on company fundamentals. The 7% discount to market received by the lenders affiliate means the insider did not capture full market value on the block. Overall impact on valuation is neutral-to-moderate absent additional context about company float and market depth.

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)
08/07/2025

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	08/07/2025		S		1,840,669(1)	D	$32.6	1,516,052	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 to one of its affiliates at a 7% discount to the then market price.

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

What transaction did Cogent (CCOI) insider David Schaeffer report?

He reported a sale on 08/07/2025 of 1,840,669 shares of Cogent common stock at $32.60 per share.

Why were the shares sold according to the Form 4?

The filing states the sales were a non-volitional transfer to a lender under the reporting persons margin loan facility; the lender then sold the shares to an affiliate.

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

The report shows his direct beneficial ownership following the transaction as 1,516,052 shares.

At what price and effective discount were the shares sold?

The shares were reported sold at $32.60 per share, and the lender sold them to an affiliate at a 7% discount to the market price.

How much were the gross proceeds from the sale based on the reported price?

Based on the reported price, the disposal generated roughly $60.0 million in gross proceeds (1,840,669 shares × $32.60).