Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As noted below under Item 5.07, at the Annual Meeting of Stockholders held on May 1, 2026 (the "Annual Meeting") of Cogent Communications Holdings, Inc. (the "Company"), the Company's stockholders, upon the recommendation of the Board of Directors of the Company (the "Board"), approved the Third Amended and Restated Cogent Communications Holdings, Inc. 2017 Incentive Award Plan (the "Plan").

The Plan increases the number of shares available for issuance by 1.5 million shares, extends the date to which awards can be made under the Plan to March 19, 2036, and increases the maximum aggregate number of shares with respect to one or more awards that may be granted to any one person during any calendar year to 1.0 million (1,000,000) shares.

A more detailed description of the material terms of the Plan was included in the Company's Proxy Statement filed on March 20, 2026 (the "Proxy Statement"), and such description is hereby incorporated by reference herein. The foregoing and the summary in the Proxy Statement are not complete summaries of the terms of the Plan and are subject to and qualified in their entirety by reference to the full text of the Plan, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

As previously disclosed in the Proxy Statement, on March 19, 2026, the independent members of the Board approved an award of restricted shares to David Schaeffer, the Company's Chief Executive Officer ("CEO"), subject to stockholder approval of the Plan.

On May 4, 2026, the award of 1,000,000 shares of restricted stock (the "2026 CEO Performance Award"), was granted to Mr. Schaeffer, which has a term of 5 years from February 28, 2026 and is divided into three tranches of shares. Each tranche of restricted shares will vest on the last day of any consecutive sixty (60)-calendar day period during which the volume weighted average price (the "VWAP") of the Company's common stock hits the applicable target shown in the chart below.

To be eligible to earn the applicable tranche, Mr. Schaeffer must remain in continuous service with the Company through the applicable vesting date, with service meaning as the Company's CEO during the period from March 1, 2026 through December 31, 2028 and as either the CEO or such other position approved by the Board for the period from January 1, 2029 through February 28, 2031. All restricted shares in any tranche for which the relevant stock price target has not been met will be forfeited on February 28, 2031.

In the event of a change in control of the Company, performance will be measured as of the date of such change in control using the change in control per share consideration (the "CIC Stock Price") as the achieved stock price. If the CIC Stock Price is less than $70.00, none of the restricted shares will vest. If the CIC Stock Price exceeds the Tranche 1 stock price target and is less than the Tranche 3 stock price target, a pro-rata portion of the restricted shares in Tranche 2 and/or Tranche 3, as applicable, will vest using linear interpolation between the two applicable tranches.

In the event of a termination of service due to death or disability prior to the end of the performance period, performance will be measured as of the date of such termination of service, based on the VWAP over the sixty (60) calendar-day period ending on the termination date, and the restricted shares will vest in the same manner as in the context of a change in control. In the event of a termination of service for any other reason prior to the end of the performance period, all unvested restricted shares will be forfeited.