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

On January 3, 2023, the Board of Directors of Cogent Communications Holdings, Inc. (the "Company") granted David Schaeffer, Chairman of the Board, President and Chief Executive Officer of the Company, an award of up to 160,000 shares of restricted stock (dependent upon meeting performance criteria). The shares of restricted stock have voting rights. A portion of the grant, 72,000 shares, will vest in monthly increments of 6,000 shares starting on January 1, 2026 continuing through December 1, 2026. The remaining portion of the grant, with a target and a limit of 88,000 shares will vest on April 1, 2027 based on the following performance metrics, as set forth in the Restricted Stock Award:

Up to 29,333 shares will vest based on the Company's organic growth rate of revenue as compared to 1.5 times the organic growth rate of revenue of the NASDAQ Telecommunications Index ("NTI") between January 1, 2023 and December 31, 2026.

Up to 29,333 shares will vest based on the Company's organic growth rate of cash flows from operating activities as compared to 2.0 times the organic growth rate of cash flows from operating activities of the NTI between January 1, 2023 and December 31, 2026.

Up to 29,334 shares will vest based on the Company's total shareholder return as compared to the total shareholder return of the NTI between January 1, 2023 and December 31, 2026.

This description of the provisions of the Restricted Stock Award to Mr. Schaeffer does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Restricted Stock Award which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits:



Exhibit
Number                                   Description
  10.1       Restricted Stock Award, dated as of January 3, 2023, between the
           Company and David Schaeffer (filed herewith)

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

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