Cogent Communications Holdings, Inc. Class Action Lawsuit - CCOI

Company: Cogent Communications Holdings, Inc.

Ticker: (NASDAQ) CCOI

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Lead Plaintiff Deadline: September 21, 2026

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Certification of Plaintiff Pursuant to Federal Securities Laws

I, duly certify and say, as to the claims asserted under the federal securities laws, that:

1. I have reviewed a complaint filed in the action.

2. I did not purchase the security that is the subject of this action at the direction of plaintiff's counsel or in order to participate in this action.

3. I am willing to serve as a representative party on behalf of the class, including providing testimony at deposition and trial, if necessary.

4. My transaction(s) in Cogent Communications Holdings, Inc. which are the subject of this litigation during the class period set forth in the complaint are set forth in the chart attached hereto.

5. Within the last 3 years,



6. I will not accept any payment for serving as a representative party on behalf of the class beyond the Plaintiff's pro rata share of any recovery, except as ordered or approved by the court, including any award for reasonable costs and expenses (including lost wages) directly relating to the representation of the class.

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Signed pursuant to California Civil Code Section 1633.1, et seq. - and the Uniform Electronic Transactions Act as adopted by the various states and territories of the United States.

By your signature above, you confirm that have retained Levi & Korsinsky, LLP to represent you and the shareholder class as a lead plaintiff in the pending class action against Cogent Communications Holdings, Inc. This representation will be on a contingency basis, meaning that Levi & Korsinsky will advance all expenses in the litigation and will only seek compensation and/or reimbursement of expenses if the firm obtains a recovery. Regardless of the result, we will never ask you to directly pay for any attorneys’ fees, expenses, or costs. Should we obtain a favorable result, we may ask the court to award us compensation and reimbursement of expenses to be paid by the defendants or as a portion of any class recovery. In exchange for our representation, you agree to cooperate as our client by providing, for example, relevant documents and deposition testimony, if necessary. During the course of this litigation, we may employ and/or work with other law firms, experts, and third-parties to successfully prosecute this action. If you are not appointed as the lead plaintiff or Levi & Korsinsky is not appointed as lead counsel, we will notify you of such decision at which time this representation will end unless otherwise extended by you and the firm. We look forward to working with you towards a successful resolution of this action.

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Class Period

Begins

29

Feb 2024

Ends

01

May 2026

February 29, 2024 - May 01, 2026

Allegations

The filed complaint alleges that Cogent Communications Holdings, Inc. made materially false and/or misleading statements and/or failed to disclose that: (a) the vast majority of the purported orders in Cogent’s optical wavelength “backlog” were unlikely to ever result in a paid order; (b) large quantities of the customers in Cogent’s purported optical wavelength “backlog” were unable or unwilling to accept delivery even if Cogent was in a position to provision the wavelength in a timely manner; (c) as a result of (a)-(b) above, defendants had materially misrepresented customer demand for Cogent’s optical wavelength services and the nature of the Company’s purported “backlog” of wavelength orders; (d) as a result of (a)-(c) above, Cogent was not on track to achieve its revenue and margin targets and such targets lacked a reasonable basis in objective fact; (e) Cogent did not have the financial capacity or business fundamentals to maintain its long-standing dividend policy; and (f) there was a material, undisclosed risk that defendant Schaeffer would be forced to sell vast quantities of Cogent stock as a result of his high-risk pledging activities, thereby further depressing the price of Cogent stock in the event the truth regarding Cogent’s “backlog,” demand issues, and financial position were ever revealed.

Eligibility

In order to be eligible to join the CCOI class action lawsuit, you must have incurred a loss on shares of Cogent Communications Holdings, Inc. purchased during the class period listed above.

Lead Plaintiff Deadline

If you suffered a loss in Cogent Communications Holdings, Inc. during the relevant time frame, you have until September 21, 2026 to request that the Court appoint you as lead plaintiff. Your ability to share in any recovery doesn't require that you serve as a lead plaintiff.

Cogent Communications Holdings, Inc.Class Action Lawsuit Details

Key Facts About Cogent Communications Holdings, Inc. (NASDAQ: CCOI)

●       The Allegation: The complaint alleges Cogent Communications Holdings, Inc. and senior executives misrepresented customer demand for Cogent's optical wavelength services after acquiring T-Mobile's wireline business, while publicly touting a large backlog and long-term revenue targets.

●       The Stock Drop: The complaint alleges Cogent stock declined from $38.30 per share on November 5, 2025 to $16.68 per share on November 13, 2025, a cumulative decline of $21.62, or 56%, after the company reported weak third-quarter wavelength results, cut its dividend by 98%, and suspended stock buybacks; earlier, CCOI fell $7.65 per share, or 10%, on February 27, 2025, after weak waves bookings; fell $3.91 per share, or 7%, on May 8, 2025, after disappointing 1Q25 wavelength results; fell $8.54 per share, or 19%, on August 7, 2025, and another $4.72 per share, or 13%, on August 8, 2025, after weak 2Q25 results and forced sales of pledged shares; fell $7.72 per share, or 29%, on February 20, 2026, and another $0.72 per share, or 4%, on February 23, 2026, after Cogent stopped providing a specific backlog amount; fell $6.79 per share, or 29%, to $16.37 per share on May 4, 2026, after 1Q26 results and admissions about delayed customer acceptance.

●       Class Period & Defendants: The class period runs from February 29, 2024 through May 1, 2026, inclusive. Defendants are Cogent Communications Holdings, Inc., David Schaeffer (Chief Executive Officer and Chairman of the Board during the Class Period), and Thaddeus G. Weed (Chief Financial Officer during the Class Period).

●       Lead Plaintiff Deadline: September 21, 2026. Investors who wish to seek appointment as lead plaintiff must apply by the deadline. No action is required before the deadline to remain part of the proposed class.

Cogent Communications Class Action Summary

Company

Cogent Communications Holdings, Inc. (NASDAQ: CCOI)

Lead Plaintiff Deadline

September 21, 2026

Class Period

February 29, 2024 - May 1, 2026

Stock Drop

February 27, 2025 – CCOI fell $7.65 (10%); May 8, 2025 – fell $3.91 (7%); August 7, 2025 – fell $8.54 (19%); August 8, 2025 – fell another $4.72 (13%); November 6–13, 2025 – declined $21.62 (56%), from its November 5 close of $38.30 to $16.68; February 20, 2026 – fell $7.72 (29%); February 23, 2026 – fell another $0.72 (4%); May 4, 2026 – fell $6.79 (29%) to $16.37.

Introduction

A securities class action lawsuit has been filed against Cogent Communications Holdings, Inc. The case concerns investors who purchased Cogent common stock from February 29, 2024 through May 1, 2026.

The complaint alleges Cogent made materially false and misleading statements about demand for optical wavelength services. Plaintiffs claim the company's backlog was far weaker than investors were told.

Investors allegedly suffered losses as CCOI fell sharply after repeated disclosures about weak wavelength sales. The stock closed at $16.37 per share on May 4, 2026.

Company Profile

Cogent Communications Holdings, Inc. is a Delaware corporation headquartered in Washington, D.C. The company is a global facilities-based provider of low-cost, high-speed internet access, private network services, optical wavelength and transport services, and data center colocation space and power.

Cogent serves corporate, net-centric, and enterprise customers, including professional services businesses, bandwidth-intensive users, other internet service providers, mobile phone operators, cable television companies, and large corporations.

Class Period

February 29, 2024 – May 1, 2026

Investors who purchased or acquired Cogent Communications Holdings, Inc. (CCOI) common stock during the Class Period may be eligible to seek recovery under federal securities laws.

Allegations

The complaint alleges that Cogent's alleged misconduct arose from its May 2023 acquisition of T-Mobile's wireline business, formerly part of Sprint. Cogent bought the business for $1, while T-Mobile agreed to pay Cogent $700 million in IP transit services over 54 months. According to the complaint, the acquired business was unprofitable, had declining revenues, and required Cogent to execute a successful turnaround plan.

Plaintiffs allege that the centerpiece of that plan was Cogent's new optical wavelength business. Before and during the Class Period, Cogent told investors that wavelength services would drive substantial growth, including a $500 million annual revenue run rate by May 2028 and combined company revenue exceeding $1.5 billion. The complaint alleges these targets depended on converting a large stated backlog of wavelength opportunities into paying customers.

On February 29, 2024, Cogent reported that it had over 2,300 orders in its wavelength sales and provisioning funnel. Defendant David Schaeffer allegedly told investors that the backlog had more than doubled sequentially and that Cogent would provision most of those orders. On May 9, 2024, he cited over 2,400 wavelength opportunities and said demand was stronger than initially expected. On August 8, 2024, he cited over 2,700 unique wavelengths in the backlog and said revenue would materially accelerate starting in early 2025. On November 7, 2024, he cited over 3,400 wavelength opportunities, while acknowledging only that not all orders would be installed.

The lawsuit claims these statements were materially false and misleading because defendants failed to disclose that the vast majority of the purported wavelength backlog was unlikely to result in paid orders. Plaintiffs allege many customers were unable or unwilling to accept delivery even if Cogent could provision the service on time. The complaint further alleges Cogent lacked a reasonable basis for its revenue and margin targets, did not have the financial capacity or business fundamentals to maintain its long-standing dividend policy, and failed to disclose a material risk that Schaeffer's pledged Cogent shares could be forcibly sold after a stock price decline.

The Truth Emerges

Cogent's alleged problems began to surface on February 27, 2025, when the company reported 4Q24 and FY24 results. Although Cogent said it had reached 800 wave-enabled data centers and reduced provisioning cycles, its annualized wavelength revenue run rate was only $28 million. The company also disclosed that its backlog declined from 3,400 to 2,700 after removing 1,500 orders because many were more than a year old.

Further disclosures followed on May 8, 2025, when Cogent reported 1Q25 results. According to the complaint, Cogent admitted it had capacity to provision 500 orders per month but expected to convert only 4% to 5% of its 3,400 order backlog each month, about 160 orders. Defendant Schaeffer also admitted that 90% of the 3Q24 backlog had fallen out and that this result was "as expected."

The alleged truth continued to emerge through 2025 and 2026. On August 7, 2025, Cogent reported weak 2Q25 wavelength additions and rising leverage, while JPMorgan Chase & Co. and Royal Bank of Canada seized and sold 2.66 million pledged Cogent shares owned by Schaeffer. On November 6, 2025, Cogent cut its quarterly dividend from $1.015 per share to $0.02 per share, a 98% reduction, and paused stock buybacks. On February 20, 2026, Cogent stopped providing a specific backlog amount, and on May 4, 2026, Schaeffer conceded that customers were pushing out acceptance of wavelengths.

Market Reaction

Cogent shares fell repeatedly as investors allegedly learned that the wavelength backlog and customer demand were weaker than represented. After 4Q24 results, the stock closed down $7.65 per share, or 10%, on February 27, 2025. Following 1Q25 results, the stock closed down $3.91 per share, or 7%, on May 8, 2025. After 2Q25 results and the forced sale of pledged shares, Cogent stock closed down $8.54 per share, or 19%, on August 7, 2025, and declined another $4.72 per share, or 13%, on August 8, 2025.

The largest alleged market reaction followed Cogent's 3Q25 results, dividend cut, and buyback suspension. Cogent stock declined from a close of $38.30 per share on November 5, 2025 to $16.68 per share on November 13, 2025, a total decline of $21.62 per share, or 56%. After the company stopped providing specific backlog data, the stock fell $7.72 per share, or 29%, on February 20, 2026, and another $0.72 per share, or 4%, on February 23, 2026. After 1Q26 results, CCOI fell $6.79 per share, or 29%, to close at $16.37 per share on May 4, 2026, more than 80% below the Class Period high of more than $86 per share.

Next Steps

●       Lead Plaintiff Deadline: September 21, 2026

●       After the lead plaintiff deadline, the Court will consider any lead plaintiff motions.

●       Defendants may file a motion to dismiss.

●       If the case proceeds, the Court may later consider class certification.

Disclaimer: This shareholder alert is for informational purposes only and does not constitute legal advice. Consult a qualified attorney for personalized guidance. Prior results do not guarantee similar outcomes.