# COGENT COMMUNICATIONS HOLDINGS, INC. (CCOI) Informational only - not investment advice. CIK: 0001158324 SIC: 4899 Communications Services, NEC SIC breadcrumb: [Transportation, Communications, Electric, Gas, And Sanitary Services](/division/E/) > [Communications](/major-group/48/) > [SIC 4899 Communications Services, NEC](/industry/4899/) Latest 10-K filed: 2026-02-20 SEC page: https://www.sec.gov/edgar/browse/?CIK=1158324 Filing source: https://www.sec.gov/Archives/edgar/data/1158324/000110465926017968/ccoi-20251231x10k.htm ## At a glance FY2025 · period end 2025-12-31 · filed 2026-02-20 · accession 0001104659-26-017968 · source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001158324.json | Metric | Value | FY | Provenance | | --- | ---: | ---: | --- | | Revenue | 975,766,000 USD | 2025 | verified | | Net income | -182,174,000 USD | 2025 | verified | | Assets | 3,099,784,000 USD | 2025 | verified | | Free cash flow | -198,148,000 USD | 2025 | computed | | Net margin | -18.67% | 2025 | computed | | Operating margin | -10.36% | 2025 | computed | | Revenue YoY | -5.82% | 2025 | computed | Stockholders' equity was not positive at FY2025 year-end (-63,848,000 USD, as filed); ROE and liabilities / equity are omitted rather than computed. Computed values are grepcent-computed from the verified facts above and may differ from ratios the company itself reports. Free cash flow = operating cash flow − capital expenditures. Net margin = net income ÷ revenue. Operating margin = operating income ÷ revenue. Revenue YoY = FY2025 revenue ÷ FY2024 revenue − 1 (consecutive fiscal years only). No market price, no rating, no forecast on this site. Not investment advice. ### Peer percentile fingerprint | Ratio | CCOI | Peer median | Percentile | N | | --- | ---: | ---: | ---: | ---: | | Net margin | -18.7% | 0.3% | 14 | 8 | | Operating margin | -10.4% | 2.2% | 29 | 8 | | Revenue growth | -5.8% | 4.9% | 12 | 9 | | ROE | -91.6% | -0.7% | 12 | 9 | | ROA | -5.9% | -0.2% | 25 | 9 | | Liabilities / equity | 13.24 | 4.47 | 100 | 9 | | Current ratio | 2.04 | 2.41 | 38 | 9 | Percentile = share of the N covered peers reporting that ratio whose value is lower (ties counted half); computed among grepcent-covered companies in SIC industry 4899 Communications Services, NEC, not the whole market. A higher percentile means a higher value of the ratio, not a better company. Ratios with fewer than 8 reporting peers are omitted. Latest reported values per company; fiscal periods may differ. Descriptive arithmetic - not a score, rating, or ranking. ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 975766000 | USD | 2025 | 2026-02-20 | | Net income | -182174000 | USD | 2025 | 2026-02-20 | | Assets | 3099784000 | USD | 2025 | 2026-02-20 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-20. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001158324.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts. | Metric | 2011 | 2012 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | | | | | 446,900,000 | 485,175,000 | 520,193,000 | 546,159,000 | 568,103,000 | 589,797,000 | 599,604,000 | | 1,036,104,000 | 975,766,000 | | Net income | | | | | | | | | | | | 1,273,441,000 | -204,074,000 | -182,174,000 | | Operating income | | | | | 64,042,000 | 75,918,000 | 86,558,000 | 100,257,000 | 106,922,000 | 119,233,000 | 113,959,000 | -129,329,000 | -197,606,000 | -101,073,000 | | Diluted EPS | | | | | 0.33 | 0.13 | 0.63 | 0.81 | 0.13 | 1.03 | 0.11 | 26.62 | -4.28 | -3.80 | | Operating cash flow | | | | | 107,967,000 | 111,702,000 | 133,921,000 | 148,809,000 | 140,320,000 | 170,257,000 | 173,707,000 | 17,345,000 | -8,645,000 | -10,579,000 | | Capital expenditures | | | | | 45,234,000 | 45,801,000 | 49,937,000 | 46,958,000 | 55,952,000 | 69,916,000 | 78,971,000 | 129,632,000 | 194,998,000 | 187,569,000 | | Dividends paid | | | | | 68,210,000 | 81,657,000 | 97,887,000 | 112,647,000 | 129,412,000 | 150,288,000 | 169,857,000 | 181,716,000 | 189,408,000 | 150,063,000 | | Share buybacks | 2,969,000 | 1,265,000 | 58,582,000 | 39,394,000 | 4,492,000 | 1,829,000 | 6,564,000 | | 4,495,000 | | | | 7,968,000 | 16,686,000 | | Assets | | | | | 737,892,000 | 710,588,000 | 739,850,000 | 932,124,000 | 1,000,477,000 | 984,557,000 | 1,010,182,000 | 3,211,619,000 | 3,173,102,000 | 3,099,784,000 | | Liabilities | | | | | 791,146,000 | 813,132,000 | 888,852,000 | 1,135,803,000 | 1,293,643,000 | 1,357,655,000 | 1,528,814,000 | 2,602,063,000 | 2,950,254,000 | 3,163,632,000 | | Stockholders' equity | | | | | -53,254,000 | -102,544,000 | -149,002,000 | -203,679,000 | -293,166,000 | -373,098,000 | -518,632,000 | 609,556,000 | 222,848,000 | -63,848,000 | | Cash and cash equivalents | | | | | 274,319,000 | 247,011,000 | 276,093,000 | 399,422,000 | 371,301,000 | 319,609,000 | 223,783,000 | 75,092,000 | 198,486,000 | 148,515,000 | | Free cash flow | | | | | 62,733,000 | 65,901,000 | 83,984,000 | 101,851,000 | 84,368,000 | 100,341,000 | 94,736,000 | -112,287,000 | -203,643,000 | -198,148,000 | ### Ratios ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported. | Metric | 2011 | 2012 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Net margin | | | | | | | | | | | | | -19.70% | -18.67% | | Operating margin | | | | | 14.33% | 15.65% | 16.64% | 18.36% | 18.82% | 20.22% | 19.01% | | -19.07% | -10.36% | | Return on equity | | | | | | | | | | | | 208.91% | -91.58% | | | Return on assets | | | | | | | | | | | | 39.65% | -6.43% | -5.88% | | Liabilities / equity | | | | | | | | | | | | 4.27 | 13.24 | | | Current ratio | | | | | 4.82 | 4.11 | 4.65 | 5.30 | 4.83 | 5.06 | 3.04 | 1.38 | 1.90 | 2.04 | ## As-reported value updates No tracked differences above grepcent's stated thresholds and capped precision rule were found between the earliest XBRL-filed value and the value currently on file for the standardized annual metrics grepcent tracks. ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-08-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001158324.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2022-Q2 | 2022-06-30 | | | 0.24 | reported discrete quarter | | 2022-Q3 | 2022-09-30 | | | -0.17 | reported discrete quarter | | 2023-Q2 | 2023-06-30 | 239,806,000 | | 23.65 | reported discrete quarter | | 2023-Q3 | 2023-09-30 | 275,429,000 | | -1.20 | reported discrete quarter | | 2023-Q4 | 2023-12-31 | 272,100,000 | | | derived Q4 = FY annual - nine-month YTD | | 2023-Q1 | 2024-03-31 | | | -1.38 | reported discrete quarter | | 2024-Q2 | 2024-06-30 | 260,443,000 | | -0.68 | reported discrete quarter | | 2024-Q3 | 2024-09-30 | 257,202,000 | | -1.33 | reported discrete quarter | | 2024-Q4 | 2024-12-31 | 252,291,000 | | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2025-03-31 | 247,048,000 | | -1.09 | reported discrete quarter | | 2025-Q2 | 2025-06-30 | 246,247,000 | -57,807,000 | -1.21 | reported discrete quarter | | 2025-Q3 | 2025-09-30 | 241,949,000 | -41,544,000 | -0.87 | reported discrete quarter | | 2025-Q4 | 2025-12-31 | 240,524,000 | -30,781,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-03-31 | 239,187,000 | -39,542,000 | -0.83 | reported discrete quarter | | 2026-Q2 | 2026-06-30 | 235,559,000 | 66,636,000 | 1.38 | reported discrete quarter | ## Filed narrative (10-K & 10-Q) ## Business Verbatim Item 1 Business section from CCOI's latest 10-K: [/company/CCOI/business/](/company/CCOI/business/). ## Risk Factors Verbatim Item 1A Risk Factors from CCOI's latest 10-K: [/company/CCOI/risk-factors/](/company/CCOI/risk-factors/). ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1158324/000110465926091790/ccoi-20260630x10q.htm Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high Filing date: 2026-08-06 Report date: 2026-06-30 ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis together with our condensed consolidated financial statements and related notes included in this report. The discussion in this report contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this report should be read as applying to all related forward-looking statements wherever they appear in this report. Factors that could cause or contribute to these differences include those discussed in “Item 1A. Risk Factors,” as well as those discussed elsewhere. You should read “Item 1A. Risk Factors” and “Special Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those discussed here. Factors that could cause or contribute to these differences include, but are not limited to: Our acquisition of Sprint Communications, now called Cogent Fiber LLC, including difficulties integrating our business with the Cogent Fiber Business, which may result in the combined company not operating as effectively and efficiently as expected; government policies worldwide; in-office requirements, delays in the delivery of network equipment or optical fiber, loss of key right-of-way agreements, future economic instability in the global economy, including the risk of economic recession and bank failures and liquidity concerns at certain other banks, which could affect spending on Internet services; the impact of changing foreign exchange rates (in particular the Euro to US dollar and Canadian dollar to US dollar exchange rates) on the translation of our non-US dollar denominated revenues, expenses, assets and liabilities into US dollars; legal and operational difficulties in new markets; our ability to maintain our regulatory licenses that are required in the markets in which we operate; the imposition of a requirement that we contribute to the US Universal Service Fund on the basis of our Internet revenue; changes in government policy and/or regulation, including rules regarding data protection, cyber security and net neutrality; increasing competition leading to lower prices for our services; our ability to attract new customers and to increase and maintain the volume of traffic on our network; the ability to maintain our Internet peering and right-of-way arrangements on favorable terms; our ability to renew our long-term leases of optical fiber and right-of-way agreements that comprise our network; our reliance on a limited number of equipment vendors, and the potential for hardware or software problems associated with such equipment; our inability to obtain the equipment necessary for our expansion plans and customer requirements; tariffs imposed on equipment we purchase for our network or other similar government-imposed fees and charges; the dependence of our network on the quality and dependability of third-party fiber and right-of-way providers; our ability to retain certain customers that comprise a significant portion of our revenue base; the management of network failures and/or disruptions; our ability to make payments on our indebtedness as they become due and outcomes in litigation, as well as other risks discussed from time to time in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2025 and our Quarterly Reports on Form 10-Q. Acquisition of Cogent Fiber Business On May 1, 2023 (the “Closing Date”), Cogent Infrastructure, Inc. (now Cogent Infrastructure, LLC), a Delaware corporation and our direct wholly owned subsidiary (the “Buyer”, “Cogent Infrastructure”, “we” or “us”), closed on its acquisition of the U.S. long-haul fiber network (including the non-U.S. extensions thereof) of Sprint Communications and its subsidiaries (the “Cogent Fiber Business”) in accordance with the terms and conditions of the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated September 6, 2022, by and among us, Sprint Communications LLC, a Kansas limited liability company (“Sprint Communications”) and an indirect wholly owned subsidiary of T-Mobile US, Inc., a Delaware corporation (“T-Mobile”), and Sprint LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of T-Mobile (the “Seller”). On the Closing Date, we purchased from the Seller all of the issued and outstanding membership interests (the “Purchased Interests”) of Wireline Network Holdings LLC, a Delaware limited liability company that, following an internal restructuring and divisive merger, held Sprint Communications’ assets and liabilities relating to the Cogent Fiber Business (such transactions contemplated by the Purchase Agreement, collectively, the “Transaction”). Purchase Price On the Closing Date, we consummated the Transaction pursuant to the terms of the Purchase Agreement, providing a purchase price of $1 payable to the Seller for the Purchased Interests, subject to customary adjustments, including working capital (the “Working Capital Adjustment”), as set forth in the Purchase Agreement. As consideration for the Purchased Interests, the Working Capital Adjustment (primarily related to acquired cash and cash equivalents of an estimated $43.4 million at the Closing Date in order to fund the international operations of the Cogent Fiber Business) resulted in us making a payment to the Seller of $61.1 million on the Closing Date. In April 2024, an additional Working Capital Adjustment of $5.0 million was paid to the Seller. Page 28 of 55 Table of Contents Short-term Lease Payment The Purchase Agreement provides for a payment of $28.1 million ($19.8 million net of discount) from the Seller to us related to acquired short-term operating lease obligations (the “Short - term Lease Payment”). The Short - term Lease Payment will be paid from the Seller to us in four equal payments in months 55 to 58 after the Closing Date. The final determination of the Short-term Lease Payment was completed in April 2024. The Short-term Lease Payment was recorded at its present value resulting in a discount of $8.4 million. The interest rate used in determining the present value was derived considering rates on similar issued debt instruments with comparable durations, among other market factors. The determination of the discount rate required some judgment. IP Transit Services Agreement On the Closing Date, we entered into an agreement for IP transit services (“IP Transit Services Agreement”), pursuant to which TMUSA will pay us an aggregate of $700.0 million, consisting of (i) $350.0 million in equal monthly installments of $29.2 million per month during the first year after the Closing Date and (ii) $350.0 million in equal monthly installments of $8.3 million per month over the subsequent 42 months. Under the IP Transit Services Agreement, TMUSA paid us $33.3 million during the three months ended June 30, 2026 and $58.3 million during the six months ended June 30, 2026. The $8.3 million payment scheduled for July 2026 was paid on June 30, 2026. Under the IP Transit Services Agreement, TMUSA paid us $25.0 million during the three months ended June 30, 2025 and $50.0 million during the six months ended June 30, 2025. We accounted for the Transaction as a business combination under ASC Topic 805 Business Combinations (“ASC 805”). We evaluated what elements are part of the business combination and the consideration exchanged to complete the acquisition. Under ASC 805, we concluded that the $700.0 million of payments to be made represented consideration received from T-Mobile to complete the acquisition of a distressed business. We also evaluated whether the IP Transit Services Agreement was in the scope of ASU No. 2014-09 Revenue from Contracts with Customers (“ASC 606”). We concluded that T-Mobile did not represent a “customer” as defined by ASC 606, the stated contract price did not represent consideration for services to be delivered, and the transaction did not satisfy the definition of revenue, which excluded this arrangement from the scope of ASC 606. As a result, and considering statements made by T-Mobile, the IP Transit Services Agreement was recorded in connection with the Transaction at its discounted present value resulting in a discount of $79.6 million. The interest rate used in determining the present value was derived considering rates on similar issued debt instruments with comparable durations, among other market factors. The determination of the discount rate required some judgment. Competitive Advantages We believe we address many of the data communications needs of a diverse group of businesses, communications service providers and other bandwidth-intensive organizations by offering high-quality, high-speed Internet access, optical transport and optical wave services, and private network services at attractive prices. We believe that our organization has the following competitive advantages: Low Cost of Operation. We believe that the wireline telecom industry is undergoing, and will continue to face, significant price deflation for its applications and services. This price deflation is a result of a variety of factors including increased competition, enhanced substitutability of certain products and services and increased capabilities and greater efficiency in the technology used to provide services. Faced with the backdrop of continued price deflation in our industry, we have made a series of discrete choices around our network design, operating strategy and product offerings that are consistent with our objective of becoming the low-cost operator in our industry. Since our initiation of operations, this strategy has resulted in a rapid decline in our cost to transmit bits, which has increased our margins and decreased our capital intensity, excluding capital expenditures for the repurposing of acquired Sprint assets, as measured by our capital expenditures per total revenues. Important components of our low-cost operating strategy include: [[GREPCENT_TABLE]] [["","\u25cf","One IP Network Protocol. Upon our founding, we selected Ethernet protocol to operate our network that provides Internet - based services (our \u201cIP Network\u201d). We made this selection in order to take advantage of the significantly greater installed base and lower cost of Ethernet network equipment versus other protocols, the substantially lower costs associated with operating and maintaining one network protocol and the continued benefits of the rapid price performance ratio improvements of Ethernet-related equipment. Our single network protocol allows us to avoid many of the costs that our competitors who operate circuit-switched, time-division multiplexing (\u201cTDM\u201d) and hybrid fiber"]] [[/GREPCENT_TABLE]] Page 29 of 55 Table of Contents [[GREPCENT_TABLE]] [["","","coaxial networks incur related to provisioning, monitoring and maintaining multiple transport protocols. Selecting one operating protocol has positively impacted our operating overhead and the simplicity of our organization. We believe the vast majority of our competitors currently operate their networks with multiple protocols, and we believe that attempts to upgrade their networks to one protocol would be operationally challenging and costly."]] [[/GREPCENT_TABLE]] [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A (excerpt) Latest 10-K Item 7 source: https://www.sec.gov/Archives/edgar/data/1158324/000110465926017968/ccoi-20251231x10k.htm Complete FY 2025 MD&A: /company/CCOI/mda/fy2025/ Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high Filing date: 2026-02-20 Report date: 2025-12-31 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis together with our consolidated financial statements and related notes included in this report. The discussion in this report contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this report should be read as applying to all related forward-looking statements wherever they appear in this report. Factors that could cause or contribute to these differences include those discussed in “Item 1A. Risk Factors,” as well as those discussed elsewhere. You should read “Item 1A. Risk Factors” and “Special Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those discussed here. Factors that could cause or contribute to these differences include, but are not limited to: Our acquisition of Sprint Communications, now called Cogent Fiber, LLC, including difficulties integrating our business with the Cogent Fiber Business, which may result in the combined company not operating as effectively and efficiently as expected; government policies worldwide; vaccination and in-office requirements, delays in the delivery of network equipment or optical fiber, loss of key right-of-way agreements, future economic instability in the global economy, including the risk of economic recession and bank failures and liquidity concerns at certain other banks, which could affect spending on Internet services; the impact of changing foreign exchange rates (in particular the Euro to US dollar and Canadian dollar to US dollar exchange rates) on the translation of our non-US dollar denominated revenues, expenses, assets and liabilities into US dollars; legal and operational difficulties in new markets; our ability to maintain our regulatory licenses that are required in the markets in which we operate; the imposition of a requirement that we contribute to the US Universal Service Fund on the basis of our Internet revenue; changes in government policy and/or regulation, including rules regarding data protection, cyber security and net neutrality; increasing competition leading to lower prices for our services; our ability to attract new customers and to increase and maintain the volume of traffic on our network; the ability to maintain our Internet peering and right-of-way arrangements on favorable terms; our ability to renew our long-term leases of optical fiber and right-of-way agreements that comprise our network; our reliance on a limited number of equipment vendors, and the potential for hardware or software problems associated with such equipment; our inability to obtain the equipment necessary for our expansion plans and customer requirements; tariffs imposed on equipment we purchase for our network or other similar government-imposed fees and charges; the dependence of our network on the quality and dependability of third-party fiber and right-of-way providers; our ability to retain certain customers that comprise a significant portion of our revenue base; the management of network failures and/or disruptions; our ability to make payments on our indebtedness as they become due and outcomes in litigation, risks associated with variable interest rates under our Swap Agreement as well as other risks discussed from time to time in our filings with the Securities and Exchange Commission, including, without limitation, this Annual Report on Form 10-K for the year ended December 31, 2025 and our Quarterly Reports on Form 10-Q. Acquisition of Cogent Fiber Business On May 1, 2023 (the “Closing Date”), Cogent Infrastructure, Inc. (now Cogent Infrastructure, LLC), a Delaware corporation and our direct wholly owned subsidiary (the “Buyer”, “Cogent Infrastructure”, “we” or “us”), closed on its acquisition of the U.S. long-haul fiber network (including the non-U.S. extensions thereof) of Sprint Communications and its subsidiaries (the “Cogent Fiber Business”) in accordance with the terms and conditions of the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated September 6, 2022, by and among us, Sprint Communications LLC, a Kansas limited liability company (“Sprint Communications”) and an indirect wholly owned subsidiary of T-Mobile US, Inc., a Delaware corporation (“T-Mobile”), and Sprint LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of T-Mobile (the “Seller”). On the Closing Date, we purchased from the Seller all of the issued and outstanding membership interests (the “Purchased Interests”) of Wireline Network Holdings LLC, a Delaware limited liability company that, following an internal restructuring and divisive merger, held Sprint Communications’ assets and liabilities relating to the Cogent Fiber Business (such transactions contemplated by the Purchase Agreement, collectively, the “Transaction”). Purchase Price On the Closing Date, we consummated the Transaction pursuant to the terms of the Purchase Agreement, providing a purchase price of $1 payable to the Seller for the Purchased Interests, subject to customary adjustments, including working capital (the “Working Capital Adjustment”), as set forth in the Purchase Agreement. As consideration for the Purchased Interests, the Working Capital Adjustment (primarily related to acquired cash and cash equivalents of an estimated $43.4 million at the Closing Date in order Page 38 of 104 Table of Contents to fund the international operations of the Cogent Fiber Business) resulted in us making a payment to the Seller of $61.1 million on the Closing Date. In April 2024, an additional Working Capital Adjustment of $5.0 million was paid to the Seller. Short-term Lease Payment The Purchase Agreement provides for a payment of $28.1 million ($19.8 million net of discount) from the Seller to us related to acquired short - term operating lease obligations (the “Short - term Lease Payment”). The Short - term Lease Payment will be paid from the Seller to us in four equal payments in months 55 to 58 after the Closing Date. The final determination of the Short - term Lease Payment was completed in April 2024. The Short - term Lease Payment was recorded at its present value resulting in a discount of $8.4 million. The interest rate used in determining the present value was derived considering rates on similar issued debt instruments with comparable durations, among other market factors. The determination of the discount rate requires some judgment. During the third quarter of 2023, the Short - term Lease Payment was reduced by $4.8 million and in the first quarter of 2024 the Short - term Lease Payment, net of discount, was reduced by an additional $17.0 million. IP Transit Services Agreement On the Closing Date, we entered into an agreement for IP transit services (“IP Transit Services Agreement”), pursuant to which TMUSA will pay us an aggregate of $700.0 million, consisting of (i) $350.0 million in equal monthly installments of $29.2 million per month during the first year after the Closing Date and (ii) $350.0 million in equal monthly installments of $8.3 million per month over the subsequent 42 months. Under the IP Transit Services Agreement., TMUSA paid us $100.0 million, $204.2 million and $204.2 million during the years ended December 31, 2025, 2024 and 2023, respectively. We accounted for the Transaction as a business combination under ASC Topic 805 Business Combinations (“ASC 805”). We evaluated what elements are part of the business combination and the consideration exchanged to complete the acquisition. Under ASC 805, we concluded that the $700.0 million of payments to be made represent consideration received from T-Mobile to complete the acquisition of a distressed business. We also evaluated whether the IP Transit Services Agreement was in the scope of ASU No. 2014-09 Revenue from Contracts with Customers (“ASC 606”). We concluded that T-Mobile did not represent a “customer” as defined by ASC 606, the stated contract price did not represent consideration for services to be delivered, and the transaction did not satisfy the definition of revenue, which excluded this arrangement from the scope of ASC 606. As a result, and considering statements made by T-Mobile, the IP Transit Services Agreement was recorded in connection with the Transaction at its discounted present value resulting in a discount of $79.6 million. The interest rate used in determining the present value was derived considering rates on similar issued debt instruments with comparable durations, among other market factors. The determination of the discount rate requires some judgment. Transition Services Agreement On the Closing Date, we entered into a transition services agreement (the “TSA”) with the Seller, pursuant to which the Seller provides to us, and we provide to the Seller on an interim basis following the Closing Date, certain specified services (the “Transition Services”) to ensure an orderly transition following the separation of the Cogent Fiber Business from Sprint Communications. The services provided by the Seller to us include, among others, information technology support, back office and finance, real estate and facilities, vendor and supply chain management, including the payment and processing of vendor invoices for the Company and human resources. The services provided by us to the Seller include, among others, information technology and network support, finance and back office and other wireless business support. The Transition Services are generally intended to be provided for a period of up to two years following the Closing Date, although such period may be extended for an additional one-year term by either party upon 30 days’ prior written notice. The fees for the Transition Services are calculated using either a per service monthly fee or an hourly rate for the employees allocated to provide such services. Any third-party costs incurred in providing the Transition Services are passed on to the party receiving such services at cost for the two-year period. Amounts paid for the Cogent Fiber Business by T-Mobile are reimbursed at cost. Either party to the TSA may terminate the agreement with respect to any individual service in full for convenience upon 30 days’ prior written notice for certain services and reduced for other services after a 90-day period. The TSA may be terminated in its entirety if the other party has failed to perform any of its material obligations and such failure is not cured within 30 days. The TSA provides for customary indemnification and limits on liability. Amounts billed under the TSA are due 30 days from receipt of the related invoice. Amounts billed to us under the TSA are primarily for reimbursement at cost of payments to vendors of the Cogent Fiber Business until these vendors are fully transitioned to us. Page 39 of 104 Table of Contents During the years ended December 31, 2025, 2024 and 2023, we were billed $0.4 million, $27.2 million and $284.1 million, respectively, as due to the Seller under the TSA. During the years ended December 31, 2025, 2024 and 2023, we paid to the Seller $1.0 million, $93.8 million and $217.2 million, respectively, under the TSA. Amounts billed under the TSA are due 30 days from receipt of the related invoice. During the years ended December 31, 2025, 2024 and 2023, we billed the Seller $0.2 million, $1.1 million and $6.2 million, respectively, as due from the Seller under the TSA. During the years ended December 31, 2025, 2024 and 2023, the Seller paid us $0.2 million, $1.3 million and $6.0 million, respectively, under the TSA. Severance reimbursement The Purchase Agreement also provides for reimbursement from the Seller to us for qualifying severance expenses incurred. Total qualifying severance expenses were $28.6 million of wh [Excerpt truncated for page length; the complete text is on the linked full-MD&A page.] Read the full FY 2025 MD&A: /company/CCOI/mda/fy2025/ All MD&A years: /company/CCOI/mda/ ## MD&A history Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. Each year's full verbatim text is on its own sub-page. - [FY 2024 MD&A](/company/CCOI/mda/fy2024/): filed 2025-02-28; accession 0001410578-25-000226 (https://www.sec.gov/Archives/edgar/data/1158324/000141057825000226/ccoi-20241231x10k.htm) - [FY 2023 MD&A](/company/CCOI/mda/fy2023/): filed 2024-02-29; accession 0001410578-24-000091 (https://www.sec.gov/Archives/edgar/data/1158324/000141057824000091/ccoi-20231231x10k.htm) - [FY 2022 MD&A](/company/CCOI/mda/fy2022/): filed 2023-02-24; accession 0001104659-23-025123 (https://www.sec.gov/Archives/edgar/data/1158324/000110465923025123/ccoi-20221231x10k.htm) - [FY 2021 MD&A](/company/CCOI/mda/fy2021/): filed 2022-02-25; accession 0001104659-22-027066 (https://www.sec.gov/Archives/edgar/data/1158324/000110465922027066/ccoi-20211231x10k.htm) ## Macro cross-references Indicators mapped to this company's SIC classification (industry 4899 Communications Services, NEC) by grepcent's deterministic macro-sector crosswalk. A navigational mapping, not a statistical or causal claim. - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [M2SL](/indicator/M2SL/): M2 Macro-to-micro threads including this sector: [Money & trade](/thread/money-trade/), [Trade & external](/thread/trade-external/). All macro indicators: /indicators/ ## For LLMs & downloads Markdown twin: /company/CCOI.md · JSON record: /company/CCOI.json · verified financials: /company/CCOI/financials.json / /company/CCOI/financials.csv · machine TOC for the whole site: /llms.txt