Dave Schaeffer - Apr 4, 2025 Form 4 Insider Report for COGENT COMMUNICATIONS HOLDINGS, INC. (CCOI)

Role: CHAIRMAN, CEO, AND PRESIDENT, Director
Signature: /s/ David Schaeffer
Stock symbol: CCOI
Transactions as of: Apr 4, 2025
Transactions value $: $0
Form type: 4
Date filed: 4/4/2025, 04:09 PM
Previous filing: Mar 5, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CCOI	common stock	Disposed to Issuer	$0	-48.3K	-1.09%	$0.00	4.4M	Apr 4, 2025	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On February 24, 2021, the reporting person was granted an award of up to 105,000 performance shares. Tranche 1 of this award, consisting of 35,000 performance shares, was dependent upon achievement of a total shareholder return ("TSR") goal compared to the TSR of the Nasdaq Telecommunications Index ("NTI") between April 1, 2021 and December 31, 2024. The tranche 1 TSR performance shares vested in full and were delivered on February 10, 2025. Tranche 2 consisting of 35,000 performance shares was dependent upon achievement of growth rate in cash flows from operating revenue as compared to 2.0 times the growth rate of the NTI between April 1, 2021 and December 31, 2024. Tranche 3 consisting of 35,000 performance shares was dependent upon achievement of Company's growth rate in revenue as compared to 1.5 times the growth rate of the NTI between April 1, 2021 and December 31, 2024.
F2	On April 4, 2025 the Company determined that, using the performance criteria for the tranche 3 revenue growth rate, 21,683 shares of common stock were earned and vested and 13,317 performance shares were forfeited. The Company also determined that using the performance criteria for the tranche 2 cash flow growth rate, no shares of common stock are earned and 35,000 performance shares were forfeited. The forfeiture of an aggregate 48,317 performance shares, as reported herein, was implemented on April 4, 2025.

Content

On February 24, 2021, the reporting person was granted an award of up to 105,000 performance shares. Tranche 1 of this award, consisting of 35,000 performance shares, was dependent upon achievement of a total shareholder return ("TSR") goal compared to the TSR of the Nasdaq Telecommunications Index ("NTI") between April 1, 2021 and December 31, 2024. The tranche 1 TSR performance shares vested in full and were delivered on February 10, 2025. Tranche 2 consisting of 35,000 performance shares was dependent upon achievement of growth rate in cash flows from operating revenue as compared to 2.0 times the growth rate of the NTI between April 1, 2021 and December 31, 2024. Tranche 3 consisting of 35,000 performance shares was dependent upon achievement of Company's growth rate in revenue as compared to 1.5 times the growth rate of the NTI between April 1, 2021 and December 31, 2024.

On April 4, 2025 the Company determined that, using the performance criteria for the tranche 3 revenue growth rate, 21,683 shares of common stock were earned and vested and 13,317 performance shares were forfeited. The Company also determined that using the performance criteria for the tranche 2 cash flow growth rate, no shares of common stock are earned and 35,000 performance shares were forfeited. The forfeiture of an aggregate 48,317 performance shares, as reported herein, was implemented on April 4, 2025.