Bandwidth (NASDAQ: BAND) prices $275M 0% convertible senior notes due 2032
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Bandwidth Inc. is issuing $275 million of 0% convertible senior notes due 2032 in a private offering to qualified institutional buyers, with an option for purchasers to buy up to an additional $41.25 million. The notes carry no regular interest, are senior unsecured, and may be redeemed by Bandwidth starting July 6, 2029 if share price and other conditions are met.
Net proceeds are estimated at $263.6 million, or $303.5 million if the option is fully exercised. Bandwidth plans to use about $19 million for capped call transactions, $10 million to repurchase 189,286 shares of Class A common stock, and $116.5 million to repurchase approximately $122.5 million of its 0.50% convertible senior notes due 2028. Remaining proceeds will be used to repay credit facility borrowings and for working capital or other general corporate purposes.
Positive
- None.
Negative
- None.
Insights
Bandwidth raises low-cost convertible debt and refinances 2028 notes.
Bandwidth is issuing $275 million of 0% convertible senior notes due 2032, plus an over-allotment option of $41.25 million. The notes are senior unsecured, carry no coupon, and can convert at an initial price of about $72.64 per share.
Net proceeds of about $263.6 million are earmarked partly to repurchase roughly $122.5 million of existing 0.50% convertible notes due 2028, reducing nearer-term debt maturities. Additional proceeds will fund capped call transactions, modest share repurchases, credit facility repayment and general corporate purposes.
The capped call, with an initial cap price of $105.66 per share, is designed to limit dilution or extra cash outlay upon conversion. Actual impact on leverage, interest cost and future dilution will depend on share price performance and future conversion or redemption behavior.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Convertible notes size: $275 million principal
Over-allotment option: $41.25 million principal
Net proceeds base: $263.6 million
+5 more
8 metrics
Convertible notes size
$275 million principal
0% Convertible Senior Notes due 2032 in private offering
Over-allotment option
$41.25 million principal
Additional notes option for initial purchasers
Net proceeds base
$263.6 million
Estimated net proceeds without over-allotment
Net proceeds with option
$303.5 million
Estimated net proceeds if option fully exercised
Conversion price
$72.64 per share
Initial conversion price; 37.5% premium to $52.83
Capped call cap price
$105.66 per share
Initial cap price, 100% above June 15, 2026 stock price
2028 notes repurchase
$122.5 million principal
Existing 0.50% convertible senior notes due 2028
Share repurchase size
189,286 shares; ~$10.0 million
Class A common stock repurchased concurrently with pricing
Key Terms
Convertible Senior Notes, capped call transactions, fundamental change, qualified institutional buyers, +2 more
6 terms
Convertible Senior Notes financial
"pricing of $275 million aggregate principal amount of 0% Convertible Senior Notes due 2032"
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
"use approximately $19.0 million of the net proceeds to pay the cost of the capped call transactions"
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.
fundamental change financial
"Holders of the Notes will have the right to require Bandwidth to repurchase ... upon the occurrence of a fundamental change"
A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.
qualified institutional buyers regulatory
"in a private offering ... to qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
Cleanup Redemption financial
"such redemption, a “Cleanup Redemption”"
A cleanup redemption is a provision that lets an issuer repay the remaining small balance of a loan or bond early once outstanding principal falls below a preset threshold. It matters to investors because it ends future interest payments sooner than expected and forces them to reinvest the returned cash, which can change their expected yield and timing of income—think of it as the issuer sweeping up the last pieces of a puzzle and handing them back to you.
Convertible Platform-as-a-Service (CPaaS) technical
"the first and only global Communications Platform-as-a-Service (CPaaS)"
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) June 15, 2026
___________________________________________________
(Exact name of registrant as specified in its charter)
___________________________________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
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 | ||||||||||||
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 8.01 Other Events.
On June 16, 2026, Bandwidth Inc. issued a press release announcing that on June 15, 2026, it priced a private offering of $275 million principal amount of 0% convertible senior notes due 2032 (the “Notes”) pursuant to Rule 144A under the Securities Act of 1933, as amended. The sale of the Notes to the initial purchasers is expected to settle on June 18, 2026, subject to customary closing conditions. 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 No. | Description | |||||||
99.1 | Bandwidth Inc. press release, dated June 16, 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: June 16, 2026 | By: | /s/ R. Brandon Asbill | ||||||
| Name: | R. Brandon Asbill | |||||||
| Title: | Secretary | |||||||
Bandwidth Announces Pricing of $275 Million Convertible Senior Notes Offering
RALEIGH, NC, June 16, 2026 — Bandwidth Inc. (NASDAQ: BAND) (“Bandwidth”), a leading global cloud communications company, today announced the pricing of $275 million aggregate principal amount of 0% Convertible Senior Notes due 2032 (the “Notes”) in a private offering (the “Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In addition, Bandwidth has granted the initial purchasers of the Notes a 13-day option to purchase up to an additional $41.25 million aggregate principal amount of the Notes solely to cover over-allotments. The sale of the Notes to the initial purchasers is expected to settle on June 18, 2026, subject to customary closing conditions.
The Notes will be senior, unsecured obligations of Bandwidth. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes will mature on July 1, 2032, unless earlier repurchased, redeemed or converted. Except in the case of a “Cleanup Redemption” (as defined below), Bandwidth may not redeem the Notes prior to July 6, 2029. Bandwidth may redeem the Notes, in whole or in part (subject to certain limitations), at its option at any time, and from time to time, on or after July 6, 2029 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid special and additional interest, if any, to, but excluding, the redemption date, if the last reported sale price per share of Bandwidth’s Class A common stock has exceeded 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading date immediately preceding the date on which Bandwidth provides notice of redemption, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date on which Bandwidth provides such notice. In addition, Bandwidth may redeem for cash all, but not less than all, of the Notes at any time if the amount of the Notes that remains outstanding at such time is less than 15% of the aggregate principal amount of the Notes initially issued under the indenture governing the Notes, at a cash redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid special and additional interest, if any, to, but excluding, the redemption date (such redemption, a “Cleanup Redemption”).
Holders of the Notes will have the right to require Bandwidth to repurchase all or a portion of their Notes upon the occurrence of a fundamental change (as defined in the indenture governing the Notes) at a cash purchase price of 100% of their principal amount plus any accrued and unpaid special and additional interest, if any, to, but excluding, the fundamental change repurchase date.
The Notes will be convertible based on an initial conversion rate of 13.7663 shares of Bandwidth’s Class A common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $72.64 per share, which represents a conversion premium of approximately 37.5% over the last reported sale price of Bandwidth’s Class A common stock of $52.83 per share on the NASDAQ Global Select Market on June 15, 2026). Prior to the close of business on the business day immediately preceding April 1, 2032, the Notes will be convertible at the option of the holders of the Notes only upon the satisfaction of specified conditions and during certain periods. On or after April 1, 2032 until the close of business on the second scheduled trading day preceding the maturity date, the Notes will be convertible at the option of the holders of Notes at any time regardless of these conditions. Conversions of the Notes will be settled in cash, shares of Bandwidth’s Class A common stock or a combination thereof, at Bandwidth’s election.
Bandwidth estimates that the net proceeds from the Offering will be approximately $263.6 million (or approximately $303.5 million if the initial purchasers exercise their option to purchase additional Notes in full), after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by Bandwidth. Bandwidth intends to use approximately $19.0 million of the net proceeds to pay the cost of the capped call transactions described below. Bandwidth expects to use approximately $10.0 million of the net proceeds to repurchase 189,286 shares of its Class A common stock concurrently with the pricing of the Offering in privately
negotiated transactions effected with or through one of the initial purchasers of the Notes or its affiliate. These repurchases could increase (or reduce the size of any decrease in) the market price of Bandwidth’s Class A common stock or the Notes, and this activity could affect the market price of Bandwidth’s Class A common stock prior to, concurrently with or shortly after the pricing of the Notes, and could result in a higher effective conversion price for the Notes. Bandwidth expects to use approximately $116.5 million of the net proceeds to repurchase approximately $122.5 million aggregate principal amount of its outstanding 0.50% convertible senior notes due 2028 (the “2028 Notes”) concurrently with the pricing of the Offering in privately negotiated transactions effected through one of the initial purchasers of the Notes or its affiliate, as Bandwidth’s agent. Bandwidth intends to use the remainder of the net proceeds to repay outstanding amounts under its credit facility and for working capital or other general corporate purposes.
In connection with the pricing of the Notes, Bandwidth entered into privately negotiated capped call transactions with certain financial institutions (the “Option Counterparties”). The capped call transactions are expected generally to reduce the potential dilution to Bandwidth’s Class A common stock upon any conversion of the Notes and/or to offset any cash payments Bandwidth is required to make in excess of the principal amount of the converted Notes, as the case may be, upon any conversion of Notes, with such reduction and/or offset subject to a cap based on the cap price. The cap price of the capped call transactions will initially be $105.66 per share of Bandwidth’s Class A common stock, which represents a premium of 100% over the last reported sale price of Bandwidth’s Class A common stock of $52.83 per share on the NASDAQ Global Select Market on June 15, 2026, and is subject to certain adjustments under the terms of the capped call transactions. If the initial purchasers of the Notes exercise their option to purchase additional Notes, Bandwidth expects to enter into additional capped call transactions with the Option Counterparties.
Bandwidth expects that, in connection with establishing their initial hedges of the capped call transactions, the Option Counterparties or their respective affiliates expect to purchase shares of Bandwidth’s Class A common stock and/or enter into various derivative transactions with respect to Bandwidth’s Class A common stock concurrently with or shortly after the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of Bandwidth’s Class A common stock or the Notes at that time. In addition, Bandwidth expects that the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Class A common stock and/or by purchasing or selling shares of Bandwidth’s Class A common stock or other securities of Bandwidth in secondary market transactions following the pricing of the Notes and from time to time prior to the maturity of the Notes (and are likely to do so (x) during any observation period related to a conversion of the Notes or following any repurchase of the Notes by Bandwidth in connection with any redemption or fundamental change, (y) following any repurchase of the Notes by Bandwidth other than in connection with any redemption or fundamental change if Bandwidth elects to unwind a corresponding portion of the capped call transactions in connection with such repurchase and (z) if Bandwidth otherwise unwinds all or a portion of the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of Bandwidth’s Class A common stock or the Notes, which could affect the ability of holders of the Notes to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of the Notes, it could affect the number of shares of Class A common stock and value of the consideration that holders of the Notes will receive upon conversion of the Notes.
In connection with Bandwidth’s intended repurchase of a portion of its outstanding 2028 Notes concurrently with the pricing of the Offering as described above, Bandwidth expects that some or all of the holders of the 2028 Notes that it repurchases may purchase shares of Bandwidth’s Class A common stock in open market transactions to unwind hedge positions that such holders have with respect to their investment in the 2028 Notes. These open market purchases, in turn, may place upward pressure on the trading price of Bandwidth’s Class A common stock, causing its Class A common stock to trade at higher prices than would be the case in the absence of these purchases, which could result in a higher effective conversion price for the Notes.
The Notes were offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and sale of the Notes and the shares of Bandwidth’s Class A common stock potentially issuable upon conversion of the Notes, if any, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, the Notes and such shares, if
any, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements.
Important Information
This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any offer or sale of, the Notes (or any shares of Bandwidth’s Class A common stock issuable upon conversion of the Notes) in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.
About Bandwidth
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 65+ 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.
Forward-Looking Statements
This press release contains or may imply “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not based on historical fact and include, but are not limited to, statements regarding our future financial and business performance, whether Bandwidth will be able to consummate the Offering, the terms of the Offering, the expected amount and intended use of the net proceeds and the capped call transactions, expectations regarding actions of the Option Counterparties and their respective affiliates and the satisfaction of customary closing conditions with respect to the Offering. Any forward-looking statements are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties related to the Offering, including that such transaction may not occur. For a discussion of other risks and uncertainties, and other important factors, any of which could cause our actual results to differ from those contained in the forward-looking statements, see the section entitled “Risk Factors” in Bandwidth’s Form 10-K for the year ended December 31, 2025 and in Bandwidth’s Form 10-Q for the quarter ended March 31, 2026, each filed with the SEC and any subsequent reports that we file with the SEC after December 31, 2025. We caution you that the foregoing list may not contain all the forward-looking statements made in this press release. These forward-looking statements speak only as of the date hereof and Bandwidth undertakes no obligation to update forward-looking statements, and readers are cautioned not to place undue reliance on such forward-looking statements.
Investor Contact
Ankit Hira
Solebury Strategic Communications for Bandwidth
ir@bandwidth.com
FAQ
What type of financing did Bandwidth (BAND) announce in this 8-K?
Bandwidth announced a private offering of 0% Convertible Senior Notes due 2032 totaling $275 million, offered to qualified institutional buyers. The notes are senior, unsecured obligations with no regular interest and potential conversion into Class A common stock under specified conditions.
How much will Bandwidth (BAND) raise from the convertible notes after expenses?
Bandwidth expects net proceeds of approximately $263.6 million from the offering, or $303.5 million if the initial purchasers fully exercise their option for additional notes. These figures are after deducting discounts, commissions and estimated offering expenses payable by Bandwidth.
What is the conversion price of Bandwidth’s new 2032 convertible notes?
The notes are initially convertible at 13.7663 shares of Class A common stock per $1,000 principal amount, implying a conversion price of about $72.64 per share. This represents a 37.5% premium to the $52.83 share price on June 15, 2026.
How will Bandwidth (BAND) use the proceeds from the 2032 convertible notes?
Bandwidth plans to use about $19.0 million for capped call transactions, $10.0 million to repurchase 189,286 shares, and $116.5 million to repurchase roughly $122.5 million of its 2028 convertible notes. Remaining funds will repay its credit facility and support general purposes.
When can Bandwidth redeem or investors convert the new 2032 convertible notes?
The notes mature on July 1, 2032. Bandwidth generally may redeem them on or after July 6, 2029 if stock-price conditions are met. Holders can convert earlier only if specified conditions apply, and freely from April 1, 2032 until shortly before maturity.