Bandwidth names new general counsel, $1M RSUs

Rhea-AI Filing Summary

Bandwidth Inc. (BAND) announced a planned legal leadership transition, appointing Emily C. Harlan as General Counsel and Secretary effective September 1, 2026, succeeding R. Brandon Asbill, who moved to a non-executive advisory role as General Counsel Emeritus and Assistant Secretary until his retirement on December 31, 2026.

Harlan’s employment agreement provides a $360,000 annual base salary, a target cash incentive equal to 50% of base salary (pro-rated for 2026), and an initial equity grant of RSUs with a grant-date value of $1,000,000, vesting over three years. In a Qualifying Termination, she is entitled to cash severance equal to 100% of base salary and 100% of target bonus, plus healthcare and life insurance stipends for 12 months and partial vesting acceleration; upon such a termination within 12 months after a change in control, all time-based RSUs would fully vest. Asbill will continue at his current base salary through year-end 2026 and may receive accelerated vesting of RSUs equal in value to his 2026 target bonus, subject to compensation committee approval.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Annual base salary (Harlan): $360,000 Target cash incentive: 50% of base salary Initial RSU grant value: $1,000,000 +4 more

7 metrics

Annual base salary (Harlan) $360,000 Initial base salary under employment agreement as General Counsel and Secretary

Target cash incentive 50% of base salary Harlan’s target incentive under the annual cash incentive program, pro-rated for 2026

Initial RSU grant value $1,000,000 RSUs for Harlan, calculated using the closing price of Class A common stock on the grant date

RSU vesting term 3 years One-third on first anniversary; remaining two-thirds in equal quarterly installments to third anniversary

Severance period for cash and stipends 12 months Harlan’s severance payments and healthcare and life insurance stipends after a Qualifying Termination

Post-employment restrictions 12 months Non-competition and non-solicitation duration after termination of Harlan’s employment

Advisory role period (Asbill) September 1, 2026 to December 31, 2026 Asbill’s service as General Counsel Emeritus and Assistant Secretary

Key Terms

restricted stock units, Qualifying Termination, change in control, non-competition, +2 more

6 terms

restricted stock units financial

"Harlan will receive an award of a number of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Qualifying Termination regulatory

"If Ms. Harlan’s employment is terminated by the Company other than for Cause"

change in control financial

"Upon a Qualifying Termination within 12 months following a change in control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

non-competition regulatory

"Ms. Harlan will be subject to non-competition and non-solicitation restrictions"

A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.

Good Reason regulatory

"or if Ms. Harlan resigns for Good Reason (as defined in the Employment Agreement)"

Cause regulatory

"If Ms. Harlan’s employment is terminated by the Company other than for Cause"

FAQ

What executive leadership change did Bandwidth Inc. (BAND) announce?

Bandwidth Inc. appointed Emily C. Harlan as General Counsel and Secretary effective September 1, 2026, succeeding R. Brandon Asbill. Asbill became General Counsel Emeritus and Assistant Secretary through December 31, 2026, in a non-executive advisory capacity as part of a planned retirement transition.

What are Emily Harlan’s main compensation terms at Bandwidth Inc. (BAND)?

Under her agreement, Harlan’s annual base salary is $360,000, with a target incentive equal to 50% of base salary under the annual cash incentive program, pro-rated for 2026. She also receives RSUs valued at $1,000,000 on the grant date, vesting over three years.

How do Emily Harlan’s RSUs at Bandwidth Inc. (BAND) vest?

Harlan receives an RSU award with a value of $1,000,000, determined using the Class A common stock closing price on the grant date. One-third vests on the first anniversary of grant, and the remaining two-thirds vest in equal quarterly installments through the third anniversary, subject to continued service.

What severance protections does Emily Harlan have at Bandwidth Inc. (BAND)?

Following a Qualifying Termination, Harlan receives 100% of base salary and 100% of target bonus, plus healthcare and life insurance stipends for 12 months, and acceleration of time-based RSUs scheduled to vest within six months. After a change in control, all time-based RSUs vest upon a Qualifying Termination.

What are the key terms of Brandon Asbill’s transition at Bandwidth Inc. (BAND)?

Effective September 1, 2026, Asbill serves as General Counsel Emeritus and Assistant Secretary through December 31, 2026, continuing his current base salary. Subject to compensation committee approval, he may receive accelerated vesting of RSUs equal in value to his 2026 target bonus.

Does Emily Harlan have post-employment restrictions at Bandwidth Inc. (BAND)?

Yes. Under her agreement, Harlan is subject to non-competition and non-solicitation restrictions for 12 months following termination of employment, in addition to the severance and equity vesting provisions outlined for Qualifying Terminations and change in control scenarios.

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

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Available on EDGAR 09/04/2026 - 08:15 AM Accepted by SEC EDGAR 09/04/2026 - 08:14 AM Learn about SEC filing dates

FALSE000151441600015144162026-08-312026-08-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

___________________________________________________

FORM 8-K

___________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 31, 2026

___________________________________________________

BANDWIDTH INC.

(Exact name of registrant as specified in its charter)

___________________________________________________

Delaware

001-38285

56-2242657

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2230 Bandmate Way

Raleigh, NC 27607

(Address of principal executive offices) (Zip Code)

(800) 808-5150

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

___________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.001 per share

BAND

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

☐

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

General Counsel and Secretary Appointment and Leadership Transition

As previously announced, R. Brandon Asbill will retire from Bandwidth Inc. (the “Company”) on December 31, 2026. In connection with his planned retirement and the related transition of leadership, effective September 1, 2026, the Company appointed Emily C. Harlan to serve as its General Counsel and Secretary. Ms. Harlan succeeds Mr. Asbill, who transitioned from those roles effective August 31, 2026 and will remain with the Company in a non-executive advisory capacity as General Counsel Emeritus and Assistant Secretary through his retirement to ensure a smooth transition of duties.

On September 1, 2026, the Company entered into an Employment Agreement (the “Employment Agreement”) with Ms. Harlan.

The principal terms of the Employment Agreement with Ms. Harlan provide that:

•Ms. Harlan’s employment with the Company as General Counsel and Secretary commenced on September 1, 2026 and will continue until December 31, 2026, subject to automatic extensions for successive one-year periods unless either the Company or Ms. Harlan provides the other party timely notice of non-renewal and subject to earlier termination in accordance with the terms of the Employment Agreement.

•Ms. Harlan’s initial base salary is $360,000 on an annualized basis.

•Ms. Harlan’s target incentive amount under the Company’s annual cash incentive program is 50% of her annual base salary, provided that her award under the 2026 Plan will be pro-rated for her partial year of employment.

•Ms. Harlan will receive an award of a number of restricted stock units (“RSUs”) equal to $1,000,000 divided by the closing sales price of a share of Class A common stock of Bandwidth on the date of grant. The RSUs will vest one-third on the first anniversary of the date of grant, and the remaining two-thirds will vest in equal quarterly installments ending on the third anniversary of the date of grant, subject to Ms. Harlan’s continued service to the Company.

•If Ms. Harlan’s employment is terminated by the Company other than for Cause (as defined in the Employment Agreement, which includes a non-renewal of the term by the Company), or if Ms. Harlan resigns for Good Reason (as defined in the Employment Agreement) (either, a “Qualifying Termination”), (a) Ms. Harlan will receive severance payments equal to (i) 100% of her base salary, plus (ii) 100% of her target cash incentive bonus, plus (iii) a healthcare stipend (grossed up for taxes) in an amount sufficient to facilitate Ms. Harlan’s purchase of comparable healthcare coverage for 12 months, plus (iv) a life insurance stipend (grossed up for taxes) in an amount sufficient to reimburse Ms. Harlan for the continuation of the life insurance coverage the Company had in effect for Ms. Harlan at the time of termination, all payable over a 12-month period, and (b) any time-based RSUs scheduled to vest within the six months following Ms. Harlan’s termination will become fully vested. Upon a Qualifying Termination within 12 months following a change in control of the Company, in addition to the cash severance payments described above, any time-based RSU awards held by Ms. Harlan will become fully vested. Ms. Harlan will be subject to non-competition and non-solicitation restrictions for a period of 12 months after the termination of her employment.

The foregoing description of the Employment Agreement is not complete and is qualified in its entirety by reference to the Employment Agreement, which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

General Counsel Emeritus and Assistant Secretary Transition

On August 31, 2026, the Company entered into a letter agreement (the “Letter Agreement”) with Mr. Asbill governing his service during the transition period. Effective September 1, 2026, Mr. Asbill transitioned to General Counsel Emeritus and Assistant Secretary and will serve in that non-executive advisory capacity through December 31, 2026. Mr. Asbill’s decision to resign from his role as General Counsel and Secretary and retire from the Company is a personal decision and is not the result of any dispute or disagreement with the Company or its Board of Directors on any matter relating to the Company’s operations, policies or practices.

The principal terms of the Letter Agreement provide that:

•Mr. Asbill’s employment with the Company as General Counsel Emeritus and Assistant Secretary commenced on September 1, 2026 and will continue through Mr. Asbill’s retirement on December 31, 2026.

•Mr. Asbill will continue to receive his current base salary through December 31, 2026.

•In lieu of Mr. Asbill receiving his target bonus for 2026 under the Company’s 2026 Management By Objective Plan (the “2026 MBO Plan”), subject to the approval of the Compensation Committee of the Board of Directors of the Company, Mr. Asbill will be eligible for the acceleration, to December 31, 2026, of that number of his unvested restricted stock units which, in the aggregate, have a value equal to his target bonus for 2026 under the 2026 MBO Plan.

•Mr. Asbill has agreed to waive any claim of termination for “Good Reason” (as defined in Mr. Asbill’s Employment Agreement).

The foregoing description of the Letter Agreement is not complete and is qualified in its entirety by reference to the Letter Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On September 4, 2026, the Company issued a press release announcing Ms. Harlan’s appointment as General Counsel and Secretary of the Company, effective September 1, 2026. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1						Letter Agreement, dated August 31, 2026, between the Company and Mr. Asbill
10.2						Employment Agreement, dated September 1, 2026, between the Company and Ms. Harlan
99.1						Bandwidth Inc. press release, dated September 4, 2026
104						Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			BANDWIDTH INC.
Date: September 4, 2026			By:			/s/ Daryl E. Raiford
			Name:			Daryl E. Raiford
			Title:			Chief Financial Officer

Bandwidth Promotes Emily Harlan to General Counsel
and Secretary

Experienced Bandwidth legal leader succeeds retiring General Counsel Brandon Asbill

RALEIGH, N.C., Sept. 4, 2026 – Bandwidth Inc. (NASDAQ: BAND), a leading global cloud communications company, today announced the promotion of Emily Harlan to General Counsel and Secretary, effective Sept. 1, 2026. Harlan has taken on increasing leadership responsibilities across the company’s legal function since joining Bandwidth as Deputy General Counsel in 2018. She succeeds Brandon Asbill, who is retiring as General Counsel and Secretary after more than five years.

“Emily is an exceptional lawyer, trusted advisor and proven leader who knows Bandwidth and our business deeply,” said David Morken, Bandwidth’s Co-founder and CEO. “Over the past eight years, she has earned the confidence of our leadership team and Board through her judgment, integrity and ability to navigate complex issues. I’m delighted to elevate Emily to this new role as we continue to grow and serve our customers around the world.”

“I’m honored and grateful for the opportunity to continue contributing to Bandwidth’s success alongside such a talented team,” said Harlan. “I’ve had the privilege of collaborating with Bandmates across the company for years, and I look forward to building on the strong foundation Brandon and our legal team have established.”

Harlan joined Bandwidth in Dec. 2018 as Deputy General Counsel, initially leading dispute resolution and litigation after previously serving as outside counsel to the company. Since then, she has taken on increasing responsibilities across the legal function. Her additional roles have included serving as the company’s Ethics and Compliance Officer and leading employment law matters for Bandwidth’s global workforce. She was promoted to Senior Vice President and Deputy General Counsel in July 2024. Before joining Bandwidth, Harlan was a partner in the Washington, D.C., office of Nixon Peabody LLP. She earned a bachelor’s degree in Linguistics from Duke University and a J.D. from The George Washington University Law School.

Asbill steps down as General Counsel and Corporate Secretary effective Aug. 31, 2026, and will serve as General Counsel Emeritus and Assistant Secretary through his retirement from Bandwidth on Dec. 31, 2026. During his tenure, Asbill played an important role in Bandwidth’s evolution into a global company and built a legal function to support growth and an expanding international footprint.

"Serving as Bandwidth's General Counsel has been one of the great honors of my career," said Asbill. "I'm incredibly proud of the legal team we've built and the role we've played in Bandwidth's growth into a global company. Emily is exactly the right leader to carry this work forward. She has my full confidence, and I know the function is in exceptional hands."

“Brandon has been a steadfast counselor, colleague and friend through a key growth chapter in Bandwidth’s history,” said Morken. “We are profoundly grateful for everything Brandon has contributed, and I wish the Asbill family fair winds and following seas.”

About Bandwidth Inc.

Bandwidth Inc. (NASDAQ: BAND) is a global cloud communications company that helps enterprises deliver exceptional experiences through voice calling, text messaging and emergency services. Our solutions and our Communications Cloud, covering ~70 countries and 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 transform their communications every day.

Media Contact

David Doolittle

Bandwidth

ddoolittle@bandwidth.com

Investor Contact

Nils Erdmann

Bandwidth
IR@bandwidth.com

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 9.7 KB

Agreements & Contracts

• EX-10.1 EX-10.1 7.3 KB
• EX-10.2 EX-10.2 125.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB