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Form 4 COGENT COMMUNICATIONS For: May 04 Filed by: SCHAEFFER DAVE

May 4, 2026 4:22 PM
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
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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).
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)
05/04/2026
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 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.

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