Cogent通信 2025年度报告

2450 N Street NWWashington, DC 20037www.cogentco.cominfo@cogentco.com+1-202-295-4200+1-202-338-8798NASDAQ: CCOI UNITED STATES (Mark One) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of thischapter) during the preceding 12 months (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 an emerging growth company. Seethe definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ 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 or revised financial accountingstandards 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 control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit 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 the filing reflect the correction of anerror 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 received by any of the registrant’sexecutive 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 Rule 12b-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 $48.21 per share on June 30, 2025 as reported by the NASDAQGlobal Select Market was approximately $2.2 billion. The number of shares outstanding of the registrant’s common stock, par value $0.001 per share, as of January 31, 2026 was 50,062,158 DOCUMENTS INCORPORATED BY REFERENCE COGENT COMMUNICATIONS HOLDINGS, INC.ANNUAL REPORT ON FORM 10-KFOR THE YEAR ENDED DECEMBER 31, 2025 TABLE OF CONTENTS Part IItem 1 BusinessItem 1ARisk FactorsItem 1BUnresolved Staff CommentsItem 1CCybersecurityItem 2PropertiesItem 3Legal ProceedingsItem 4Mine Safety DisclosuresPart IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 7Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 7AQuantitative and Qualitative Disclosures About Market RiskItem 8Financial Statements and Supplementary DataItem 9Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9AControls and ProceduresItem 9BOther InformationItem 9CDisclosure Regarding Foreign Jurisdictions that Prevent InspectionsPart IIIItem 10Directors, Executive Officers and Corporate GovernanceItem 11Executive CompensationItem 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13Certain Relationships and Related Transactions, and Director IndependenceItem 14Principal Accountant Fees and ServicesPart IVItem 15Exhibit and Financial Statement SchedulesItem 16Form 10-K SummarySignatures 3738535594949797 SPECIAL NOTE REGARDING 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 Securities Exchange Act of 1934, as amended (the“Exchange Act”). Forward-looking statements are not statements of historical facts, but rather reflect our current expectationsconcerning future results and events. You can identify these forward-looking statements by our use of words such as “anticipates,”“believes,” “continues,” “expects,” “in