[8-K] Bandwidth Inc. Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Bandwidth Inc. furnished an investor presentation outlining its position as a global cloud communications provider and updated growth, profitability, and balance sheet metrics. The company highlights its owned-and-operated network across nearly 70 countries, ~7,000 direct carrier connections, more than 150B minutes and 55B messages each year, and customer metrics including 99% customer name retention and a 110% net retention rate as of March 31, 2026.
Guidance in the deck reiterates an expected 18% year-over-year increase in total revenue for 2026 and projects 2026 adjusted EBITDA of $122 million, implying a 20% adjusted EBITDA margin on projected cloud communications revenue between $616 million and $624 million. Non-GAAP gross margin on cloud communications revenue improved from 55% in 2022 to 58% in 2025. The presentation also shows deleveraging, with long-term debt reduced from $650 million in 2021 to $150 million by the first quarter of 2026 and the long-term debt to trailing twelve month adjusted EBITDA ratio declining from 13.1x to 1.5x.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 7.01, 9.01
2 items
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, and exhibit attachments filed with this report.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 12, 2026
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(Exact name of registrant as specified in its charter)
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(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)
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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.
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Item 7.01 Regulation FD Disclosure.
Bandwidth Inc. (the “Company”) plans to use certain presentation materials at various investor conferences during the second quarter of 2026. A copy of these materials is furnished with this Current Report on Form 8-K as Exhibit 99.1 and will be available on Bandwidth’s investor relations website at investors.bandwidth.com. The Company is not undertaking to update these materials.
The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
99.1 | Bandwidth Inc. Investor Presentation | |||||||
| 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: May 12, 2026 | By: | /s/ Daryl E. Raiford | ||||||
| Name: | Daryl E. Raiford | |||||||
| Title: | Chief Financial Officer | |||||||
Investor Presentation May 2026
Legal disclaimer This presentation includes forward-looking statements. All statements contained in this presentation other than statements of historical facts, including, without limitation, the success of our product offerings and our platform, and the value proposition of our products, and anticipated growth of the addressable market, are forward-looking statements. The words “anticipate,” “assume,” “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 and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks and uncertainties, including, without limitation, risks related to our rapid growth and ability to sustain our revenue growth rate, competition in the markets in which we operate, market growth, our ability to innovate and manage our growth, our ability to expand effectively into new markets, macroeconomic conditions both in the U.S. and globally, legal, reputational and financial risks which may result from ever-evolving cybersecurity threats, our ability to operate in compliance with applicable laws, 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 (the “SEC”) and any subsequent reports that we file with the SEC. 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 presentation 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 presentation. This presentation also includes certain guidance on non-GAAP financial measures. These non-GAAP financial measures are in addition to, and not as a substitute for or superior to measures of financial performance prepared in accordance with GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. For example, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of the Company’s non-GAAP financial measures as tools for comparison. The Company provides a reconciliation of certain non-GAAP measures to the most directly comparable GAAP measures, which are available in the earnings press release for the relevant period and in the appendix of this presentation. Market data and industry information used throughout this Presentation are based on management's knowledge of the industry and the good faith estimates of management. Management also relied, to the extent available, upon management's review of independent industry surveys and publications and other publicly available information prepared by a number of third party sources. The market data and industry information used in this presentation involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, we cannot guarantee the accuracy or completeness of this information, and we have not independently verified this information. While we believe the estimated market position, market opportunity and market size information included in this presentation are generally reliable, such information, which is derived in part from management's estimates and beliefs, is inherently uncertain and imprecise. No representations or warranties are made by the Company or any of its affiliates as to the accuracy of any such statements or projections. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties.
321 Bandwidth: an attractive investment opportunity A global cloud communications leader in a large and growing market Orchestrating AI, voice, and messaging across cloud communications Proven business model delivering growth, profitability, and capital strength 3
A global cloud communications leader in a large and growing market 4 1
Bandwidth powers mission-critical communications across three customer markets… 100% of the GartnerⓇ UCaaS1 and CCaaS2 platform Leaders The largest global enterprises High-volume messaging platforms and apps 1 UCaaS - Unified Communications as a Service. 2 CCaaS - Contact Center as a Service. 5
6 …and now, a leading CRM platform Launches CRM as a new voice AI market Embeds Bandwidth in governed AI workflows Deepens our role as mission-critical infrastructure for AI-driven voice and messaging Salesforce selected Bandwidth as the critical infrastructure partner to power voice and messaging for its new Agentforce Contact Center
Bandwidth uniquely delivers the only global, owned and operated cloud communications platform Durable Customer Loyalty Trusted platform for hyperscalers and global enterprises → Sustained >99% customer retention Global Communications Infrastructure Owned network and regulatory licenses across nearly 70 countries with ~7,000 direct carrier connections worldwide → Structural margin advantage and durable barriers to entry AI Voice Orchestration Platform Maestro enables enterprises to deploy and scale AI voice agents with ultra-low latency, reliability, scalability—with trust and compliance embedded → Higher usage, richer call flows, and expanding software revenue 7
Built for global mission-critical communications 30M+ 7,000+ Direct Carrier Connections 911 Endpoints 150B+ 55B+ Messages Every Year Minutes Each Year ~70 93%+ of the Global Economy Countries 8 Ultra-Low Latency Carrier-Grade Reliability Production AI At Scale Software Orchestration Award-Winning Support
Exceptional customer retention and loyalty 9 99% Customer Name Retention 110% Net Retention Rate 1 12 years Top 20 Customer Median Tenure 1 Net retention rate of 110% excludes the benefit of political campaign messaging revenue in 2024. Note: Customer metrics as of March 31, 2026. See Appendix for definitions of metrics presented in this slide.
A history of award-winning innovation Best of Show Enterprise Connect—2023 Innovation in Customer Service Stevie Awards—2025 Best CPaaS Platform UC Awards—2024 Most Innovative Product CX Today—2023 Leader G2 10 Leader in Worldwide CPaaS-20251 Leader in Worldwide Communications Engagement Platforms 20262 1 IDC MarketScape: Worldwide Communications Platform as a Service (CPaaS) 2025 Vendor Assessment (doc #US52039625, Feb. 2025). 2 IDC MarketScape: Worldwide Communications Engagement Platforms (CEP) 2026 Vendor Assessment (doc #US53542326, April 2026).
Orchestrating AI, voice, and messaging across cloud communications 11 2
Usage Model expands with Voice AI adoption Bandwidth: critical infrastructure in the AI tech stack Deeply embedded in governed workflows • Trust, compliance, and integrations built into the network Orchestration layer for AI-driven communications • Maestro connects AI agents across enterprise systems Control and observability for high-value interactions • Source of truth, visibility, auditability at enterprise scale AI Voice Applications Enterprise Systems & Workflows Bandwidth Communications Cloud Owned Global Network + Maestro Orchestration Software Global Communications Ecosystem 12 ~7,000 direct carrier connections More interactions from AI agents: Continuous, automated communication flows increase platform usage Higher value per interaction: Additional call legs, services, and software expand revenue per interaction
13 The orchestration layer for AI-driven enterprise communications… …With the world’s largest number of ecosystem integrations CCaaS UCaaS CRM Trust Conversational AI 911 Location Maestro connects the enterprise ecosystem
14 Genesys Genesys fuels global CX growth through AI-driven orchestration and its partnership with Bandwidth Five9 Five9 partners with Bandwidth to drive customer communication at a global scale for many of their products Bookline Bookline’s platform helps hospitality venues adopt conversational AI- driven customer service and reclaim missed revenue ibex ibex transforms its telecom strategy with Bandwidth, adopting BYOC cloud services to support its diverse client needs Pennymac Pennymac leverages BYOC with Bandwidth to deliver technology solutions that improve customer and employee communications Wyndham Wyndham’s CCaaS (Five9) and AI (Canary) setup that ensures routing control, full DR, and mitigates vendor lock-in Bandwidth powers mission-critical voice VIEW STORY→ VIEW STORY→ VIEW STORY→ VIEW STORY→ VIEW STORY→ VIEW STORY→
Bandwidth powers mission-critical messaging 15 Attentive Retail and ecommerce leaders rely on Attentive for text message marketing Dental Intelligence Dental Intelligence helps practices boost profitability with smart SMS Jars Capital SMS fuels better resident communications in housing developments DeansList DeansList connects schools and parents with two-way 10DLC SMS MEA Helping institutions connect with customers via Short code, Toll-free, and 10DLC SMS Yosi Health Yosi creates efficiencies and big savings for healthcare providers, thanks to SMS VIEW STORY→ VIEW STORY→ VIEW STORY→ VIEW STORY→ VIEW STORY→ VIEW STORY→
Proven business model delivering growth, profitability, and capital strength 16 3
Durable revenue growth 17 (USD Millions) Cloud communications revenue2 Messaging surcharges3 1 Represents midpoint of guidance provided in the Financial Outlook section of the April 30, 2026 earnings press release. 2 Cloud communications revenue is total revenue less pass-through messaging surcharge revenue. 3 Messaging surcharges is defined as pass-through messaging surcharges levied by carriers on Application to Person (A2P) text messages. Note: Totals may not sum due to rounding. 18% 2026E total revenue growth y/y1 $99 $122 $209 $192 $890 $475 $479 $540 $561 2022 2023 2024 2025 2026E1 Cloud comms surcharges $573 $601 $748 $754
Expanding non-GAAP gross margin Scale and AI adoption Software mix Global coverage Operational efficiencies Fueling gross margin expansion Note: We calculate non-GAAP gross margin by dividing non-GAAP gross profit by Cloud communications revenue, which is total revenue less pass-through messaging surcharge revenue. See Appendix for GAAP to non-GAAP reconciliation. 18 2022 2023 2024 2025 55% 55% 57% 58%
Accelerating profitability: Adjusted EBITDA growth 1 Represents midpoint of guidance provided in the Financial Outlook section of the April 30, 2026 earnings press release. Bandwidth has not reconciled full year 2026 guidance related to Adjusted EBITDA to GAAP Net income or loss, because stock-based compensation cannot be reasonably calculated or predicted at this time. 2Calculated by dividing the midpoint of 2026 Adjusted EBITDA guidance provided in the Financial Outlook section of the April 30, 2026 earnings press release by the midpoint of 2026 projected Cloud communications revenue of between $616 million and $624 million. 19 31% 2026E Adjusted EBITDA growth y/y1 20% 2026E Adjusted EBITDA margin2 (USD Millions) $35 $48 $82 $93 $122 2022 2023 2024 2025 2026E1
Deleveraging through strong cash flow generation 20 (USD Millions) 2021 2022 2023 2024 Q1’26 $ 650 $490 $425 $285 $150 13.1x1 14.2x1 8.8x1 3.5x1 1.5x1 Total Long-Term Debt Cash Flow 1 Long-term debt at respective balance sheet date, divided by the corresponding period’s TTM adjusted EBITDA 2021 2022 2023 2024 2025 $41 $35 $39 $4 ($11) $19 $84 $59 $89 $57 Operating Cash Flow Free Cash Flow
Compelling investment thesis A global cloud communications leader in a large and growing market Unique combination of software and global owned- and-operated network creates strong competitive moat Mission-critical infrastructure for enterprise AI-driven communications Healthy balance sheet and growing cash generation provide capital structure strength Growing Market Competitive Advantage Essential for Voice AI Strong Financial Position 21
22 We develop and deliver the power to communicate Voice Messaging Emergency Services AI
Appendix 23
GAAP to non-GAAP reconciliation - gross profit 1 Calculated by dividing Non-GAAP gross profit by revenue less pass-through surcharges of $98.6M in FY22, $122.2M in FY23, $208.7M in FY24, and $192.4M in FY25. Note: Totals may not sum due to rounding. USD millions FY22 FY23 FY24 FY25 Gross Profit 238.4 236.2 280.0 295.1 Gross Margin % 42% 39% 37% 39% Depreciation 13.6 16.3 18.5 20.7 Amortization of acquired intangible assets 7.7 7.8 7.8 8.1 Stock-based compensation 0.4 1.1 1.6 2.2 Non-GAAP Gross Profit 260.0 261.4 307.9 326.0 Non-GAAP Gross Margin %1 55% 55% 57% 58% 24
1 Non-recurring items not indicative of ongoing operations and other include (i) $0.9 million of foreign currency losses on the settlement of intercompany borrowings, which were repatriated in conjunction with the repurchase of the 2026 Convertible Notes and $0.6 million of nonrecurring litigation expense for the year ended December 31, 2022, (ii) a $1.0 million gain on the sale of an intangible asset for the year ended December 31, 2024, and (iii) $0.4 million, $0.8 million, and $0.5 million of losses on disposals of property, plant and equipment during the years ended December 31, 2024, 2023, and 2022, respectively. For the year ended December 31, 2025, non-recurring items not indicative of ongoing operations and other include $1.3 million of foreign exchange charges primarily related to balance sheet revaluations, $0.5 million in nonrecurring litigation expense, $0.9 million of losses on disposals of property, plant and equipment, and $0.1 million of losses on sale of business. 2Represents the acquisition cost of property, plant and equipment and capitalized development costs for software for internal use. Note: Totals may not sum due to rounding. GAAP to non-GAAP reconciliation – adjusted EBITDA, free cash flow USD millions FY22 FY23 FY24 FY25 Net income (loss) 19.6 (16.3) (6.5) (12.9) Income tax benefit (2.3) (3.0) (2.4) (3.7) Interest expense, net 3.0 0.8 1.9 2.0 Depreciation 18.4 24.4 31.7 35.7 Amortization 17.2 17.3 17.5 18.1 Stock-based compensation 20.7 37.0 48.4 52.3 Gain on sale of business (3.8) - - - Net cost associated with early lease terminations and leases without economic benefit - 4.0 2.4 - Net gain on extinguishment of debt (40.2) (12.8) (10.3) (1.1) Gain on business interruption insurance recoveries - (4.0) - - Non-recurring items not indicative of ongoing operations and other1 2.0 0.8 (0.6) 2.8 Adjusted EBITDA 34.6 48.2 82.1 93.3 Net cash provided by operating activities 34.9 39.0 83.9 89.5 Net cash used in investing in capital assets2 (45.4) (19.9) (25.4) (32.9) Free cash flow (10.5) 19.1 58.5 56.6 25
Definitions Adjusted EBITDA: Net income or losses from continuing operations, adjusted to reflect the addition or elimination of certain statement of operations items including, but not limited to: income tax (benefit) provision, interest (income) expense, net, depreciation and amortization expense, acquisition related expenses, stock-based compensation expense, impairment of intangible assets, (gain) loss on sale of business, net cost associated with early lease terminations and leases without economic benefit, net (gain) loss on extinguishment of debt, gain on business interruption insurance recoveries, and non-recurring items not indicative of ongoing operations and other. Adjusted EBITDA margin: Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by cloud communications revenue, which excludes pass-through messaging surcharge revenue. Average annual customer revenue: Average annual customer revenue is the trailing twelve month revenue divided by the average [number] of active customers from the current quarter and number of active customers from the same quarter of the prior year. Cloud communications revenue: Total revenue less pass-through messaging surcharge revenue. Customer name retention rate: Customer name retention rate (CNRR) is defined as the percentage of customers with $100k or greater revenue in the prior twelve month period that remain customers in the current twelve month period. Free cash flow: Free cash flow represents net cash provided by or used in operating activities less net cash used in the acquisition of property, plant and equipment and capitalized development costs of software for internal use. Free cash flow margin: Free cash flow margin is calculated by dividing free cash flow by cloud communications revenue, which excludes pass-through messaging surcharge revenue. Messaging surcharge revenue: Revenue derived from fees imposed by certain carriers within the messaging ecosystem, which are subsequently invoiced and passed through to customers. Net Retention Rate ("NRR"): To calculate the net retention rate, we first identify the cohort of customers that generated revenue in the same quarter of the prior year. The net retention rate is obtained by dividing the revenue generated from that cohort in a quarter, by the revenue generated from that same cohort in the corresponding quarter in the prior year. The net retention rate reported in a quarter is then obtained by averaging the result from that quarter by the corresponding results from each of the prior three quarters. Customers of acquired businesses are included in the subsequent year’s calendar quarter of acquisition. Non-GAAP Gross Profit: Gross profit after adding back the following items: depreciation and amortization; amortization of acquired intangible assets related to acquisitions; and stock-based compensation. Non-GAAP Gross Margin: Non-GAAP Gross Margin is calculated by dividing non-GAAP gross profit by cloud communications revenue, which excludes pass-through messaging surcharge revenue. 26