Cogent通信 2024年度报告

Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒ The aggregate market value of the Common Stock held by non-affiliates of the registrant, based on the closing price of $56.44 per share on June 28, 2024 asreported by the NASDAQ Global Select Market was approximately $2.5billion. The number of shares outstanding of the registrant’s common stock, par value $0.001 per share, as of January 31, 2025 was49,325,993 DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement on Schedule 14A for the registrant’s 2025 annual stockholders meeting are incorporated by referencein Part III of this Form 10-K. COGENT COMMUNICATIONS HOLDINGS,INC.ANNUAL REPORT ON FORM 10-KFOR THEYEAR ENDED DECEMBER 31, 2024 TABLE OF CONTENTS PartIItem1 Business4Item1ARisk Factors15Item1BUnresolved Staff Comments30Item1CCybersecurity30Item2Properties31Item3Legal Proceedings31Item4Mine Safety Disclosures31PartIIItem5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities32Item7Management’s Discussion and Analysis of Financial Condition and Results of Operations33Item7AQuantitative and Qualitative Disclosures About Market Risk50Item8Financial Statements and Supplementary Data51Item9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure86Item9AControls and Procedures86Item9BOther Information89Item9CDisclosures Regarding Foreign Jurisdictions that Prevent Inspections89PartIIIItem10Directors, Executive Officers and Corporate Governance90Item11Executive Compensation90Item12Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters90Item13Certain Relationships and Related Transactions, and Director Independence90Item14Principal Accountant Fees and Services90PartIVItem15Exhibit and Financial Statement Schedules91Item16Form10-K Summary95Signatures96 SPECIAL NOTEREGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K of Cogent Communications Holdings, Inc. (the “Company,” “Cogent,”“we,” “our” or “us”) may contain forward-looking statements within the meaning of Section 21E of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not statements ofhistorical facts, but rather reflect our current expectations concerning future results and events. You can identifythese forward-looking statements by our use of words such as “anticipates,” “believes,” “continues,” “expects,”“intends,” “likely,” “may,” “opportunity,” “plans,” “potential,” “project,” “will,” and similar expressions toidentify forward-looking statements, whether in the negative or the affirmative, though not all forward-lookingstateme