CCOI Cogent Communications Holdings, Inc. - 8-K

Item 1.01. Entry into a Material Definitive Agreement.

On May 22, 2026, Cogent Fiber, LLC, a Delaware limited liability
company (the “Seller”) and an indirect wholly owned subsidiary of Cogent Communications Holdings, Inc. (the “Company”),
entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with an affiliate of I Squared Capital (the “Buyer”).
Pursuant to the Purchase Agreement, the Seller will sell to the Buyer 10 data center facilities (the “Facilities”), together
with certain personal property and customer contracts located at each of the Facilities as more particularly described in the Purchase
Agreement (collectively, the “Transaction”). In connection with the Transaction, the Company has agreed to guarantee certain
obligations of the Seller under the Purchase Agreement.

The aggregate purchase price for the Facilities is $225 million payable
in cash. The Purchase Agreement includes customary representations, warranties, indemnities and covenants. Consummation of the Transaction
is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (“HSR Approval”). Subject to certain limitations, either the Buyer or the Seller
may terminate the Purchase Agreement if the Transaction is not consummated by November 18, 2026. The Transaction is expected to close
on the later of June 12, 2026 or following HSR Approval.

The foregoing description of the Purchase Agreement does not purport
to be complete and is qualified in its entirety by the terms and conditions of the Purchase Agreement which is filed as Exhibit 10.1
hereto and is incorporated herein by reference.

Item 8.01. Other Events.

On May 26, 2026, the Company issued a
press release announcing that its indirect wholly owned subsidiary, Cogent Fiber, LLC, has entered into a definitive agreement to sell
10 data center facilities for an aggregate purchase price of $225 million in cash. A copy of the press release is filed as Exhibit 99.1
hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit

Number

Description

10.1*

Purchase and Sale Agreement, dated May 22, 2026.

99.1

Press Release of Cogent Communications Holdings, Inc., dated May 26, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Certain schedules and exhibits to this exhibit have been omitted pursuant
to Item 601(a)(5) and Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to provide a copy of any omitted schedule or
exhibit to the SEC or its staff upon request.