Bandwidth Announces Partial Repurchase of 0.50% Convertible Senior Notes Due 2028

Bandwidth (NASDAQ: BAND) announced privately negotiated repurchases of $100 million aggregate principal of its 0.50% convertible senior notes due 2028, reducing the issued balance from $250 million to about $150 million outstanding.

Rhea-AI Summary

Bandwidth (NASDAQ: BAND) announced privately negotiated repurchases of $100 million aggregate principal of its 0.50% convertible senior notes due 2028, reducing the issued balance from $250 million to about $150 million outstanding. Repurchases will be paid in cash and are expected to close on March 4, 2026.

The company also retired its 0.25% convertible senior notes due 2026 at maturity on March 1, 2026, and reaffirmed prior capped call transactions remain in effect. Management cited strong Q4 2025 profitability, free cash flow, and 2026 guidance when describing this de-levering and capital allocation plan.

Positive

• $100M partial repurchase of 2028 convertible notes
• Issued 2028 notes reduced from $250M to $150M
• Full retirement of $?M 2026 notes at maturity on March 1, 2026
• $80M share repurchase program announced

Negative

• Repurchases paid in cash, reducing available cash resources
• Approximately $150M principal of 2028 notes still outstanding

Argus Mar 2 session

+1.96% close to close Open Argus

Details

News Market Reaction – BAND

On Mar 2, the day this news came out, BAND closed 1.96% above the previous close.

Data tracked by StockTitan Argus for the Mar 2 session.

Key Figures

2028 notes initial principal: $250M 2028 notes repurchased: $100M 2028 notes remaining: $150M +5 more

2028 notes initial principal

$250M

Original issued principal of 0.50% Convertible Senior Notes due 2028

2028 notes repurchased

$100M

Aggregate principal to be repurchased at a discount to par

2028 notes remaining

$150M

Principal amount of 2028 notes expected to remain outstanding after closing

2028 notes coupon

0.50%

Interest rate on Convertible Senior Notes due 2028

2026 notes coupon

0.25%

Interest rate on Convertible Senior Notes due 2026 reaching maturity

Share repurchase program

$80M

Authorized Class A common stock repurchase program referenced by CFO

2026 revenue growth outlook

16%

Management’s expected revenue growth for 2026

2026 Adjusted EBITDA growth outlook

30%

Management’s expected Adjusted EBITDA growth in 2026 (nearly 30%)

Historical Context

5 past events · Latest: Feb 24

5 events

1. Feb 24

   AI report insight

   24h Move

   -1.2%

   EMEA survey on secure, regulated AI adoption in enterprise communications.

2. Feb 19

   Earnings, guidance

   24h Move

   +11.9%

   Record Adjusted EBITDA/free cash flow and 2026 growth outlook with buyback.

3. Jan 29

   Earnings date set

   24h Move

   +0.1%

   Announcement of Q4 and full‑year 2025 earnings release and call timing.

4. Jan 23

   Relay growth update

   24h Move

   +5.1%

   Relay unit’s strong multi‑year revenue growth and strategic scaling milestones.

5. Jan 22

   Messaging report

   24h Move

   +1.3%

   State of Messaging report highlighting major shift toward RCS and multimodal apps.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible senior notes, capped call transactions, adjusted ebitda, share repurchase program

4 terms

convertible senior notes financial

"repurchase agreements with holders of its 0.50% Convertible Senior Notes due 2028"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

capped call transactions financial

"Bandwidth has previously entered into capped call transactions with certain financial institutions"

Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.

adjusted ebitda financial

"nearly 30 percent Adjusted EBITDA growth in 2026," said Daryl Raiford"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

share repurchase program financial

"an $80 million share repurchase program, and an accelerated de-levering campaign"

A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Initially issued principal balance of $250 million notes due 2028 reduced to $150 million outstanding

RALEIGH, N.C., March 2, 2026 /PRNewswire/ -- Bandwidth Inc. (NASDAQ: BAND), a leading global enterprise cloud communications company, today announced that it has entered into separate, privately negotiated repurchase agreements with a limited number of holders of its 0.50% Convertible Senior Notes due 2028 (the "2028 Notes") to repurchase (the "Repurchases") $100 million aggregate principal amount of the 2028 Notes at a discount to par value. The repurchase price payable by Bandwidth will be paid in cash.

Coinciding with this announcement, Bandwidth's 0.25% Convertible Senior Notes due 2026 reached maturity on March 1, 2026 and are being fully retired with cash on hand resulting in Bandwidth no longer having convertible notes outstanding with maturities prior to April 1, 2028, further simplifying its capital structure and reducing its debt profile.

"We recently announced Bandwidth's fourth quarter 2025 results, which included record levels of profitability and free cash flow. We also shared our expectations for 16 percent revenue growth and nearly 30 percent Adjusted EBITDA growth in 2026," said Daryl Raiford, Bandwidth's CFO.  "These results and outlook gave us confidence to launch a balanced capital allocation strategy that includes planned record levels of investment in AI innovation, an $80 million share repurchase program, and an accelerated de-levering campaign by repurchasing convertible debt at an attractive discount. With today's announced partial repurchase of our 2028 convertible notes and the full retirement of our 2026 notes, we have taken large steps to further strengthen our balance sheet while continuing to invest for long-term growth."

Bandwidth has previously entered into capped call transactions with certain financial institutions in connection with the 2028 Notes. All of these transactions are expected to remain in effect notwithstanding the Repurchases.

The Repurchases are expected to close on March 4, 2026, subject to the satisfaction of customary closing conditions. Following such closings, approximately $150 million principal amount of the 2028 Notes will remain outstanding, from an initial issued principal balance of $250 million.

No Offer or Solicitation

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities described above, nor will there be any offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Bandwidth Inc.

Bandwidth (NASDAQ: BAND) is a global cloud communications software company that helps enterprises deliver exceptional experiences through voice calling, text messaging and emergency services. Our solutions and our Communications Cloud, covering 65+ countries and over 90 percent of global GDP, are trusted by all the leaders in unified communications and cloud contact centers–including Amazon Web Services (AWS), Cisco, Google, Microsoft, RingCentral, Zoom, Genesys and Five9–as well as Global 2000 enterprises and SaaS builders like Docusign, Uber and Yosi Health. As a founder of the cloud communications revolution, we are the first and only global Communications Platform-as-a-Service (CPaaS) to offer a unique combination of composable APIs, AI capabilities, owner-operated network and broad regulatory experience. Our award-winning support teams help businesses around the world solve complex communications challenges to reach anyone, anywhere. For more information, visit Bandwidth.com.

Forward-Looking Statements

This press release includes forward-looking statements. All statements contained in this press release other than statements of historical facts, including, without limitation, the expected closing of the Repurchases discussed herein are forward-looking statements. The words "anticipate," "believe," "continue," "estimate," "expect," "intend," "guide," "may," "will" and similar expressions and their negatives are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events including the closing of the Repurchases. These forward-looking statements are subject to a number of risks and uncertainties, including, without limitation, whether the conditions for closing the Repurchases will be satisfied, as well as other risks and uncertainties set forth in the "Risk Factors" section of our latest Form 10-K filed with the Securities and Exchange Commission and any subsequent reports that we file with the Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur. We are under no obligation to update any of these forward-looking statements after the date of this press release to conform these statements to actual results or revised expectations, except as required by law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.

 

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SOURCE Bandwidth Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Bandwidth (BAND) announce about its 2028 convertible notes on March 2, 2026?

Bandwidth announced a cash repurchase of $100 million principal of its 0.50% convertible notes due 2028. According to the company, the repurchases are privately negotiated, at a discount to par, and are expected to close on March 4, 2026.

How much of Bandwidth's 2028 notes will remain outstanding after the March 4, 2026 repurchases?

About $150 million principal of the 2028 notes will remain outstanding after the repurchases. According to the company, this reduces the issued balance from the original $250 million to roughly $150 million.

What happened to Bandwidth's 0.25% convertible senior notes due 2026?

Bandwidth fully retired its 0.25% convertible senior notes due 2026 at maturity on March 1, 2026. According to the company, the retirement was completed with cash on hand, eliminating convertible maturities before April 1, 2028.

Will Bandwidth's prior capped call transactions be affected by the 2028 note repurchases?

The capped call transactions are expected to remain in effect notwithstanding the repurchases. According to the company, previously entered capped calls with financial institutions will continue to be in place.

How does Bandwidth describe the rationale for repurchasing convertible notes in March 2026?

Bandwidth said the repurchases are part of a balanced capital allocation strategy emphasizing de-levering and investment. According to the company, strong Q4 2025 profitability and 2026 growth guidance supported this decision.