Bandwidth (NASDAQ: BAND) plans $275M 2032 convertible notes offering
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Bandwidth Inc. plans a private offering of $275 million in convertible senior notes due 2032, sold to qualified institutional buyers. The company may also sell up to an additional $41.25 million of notes if initial purchasers exercise an over-allotment option.
The notes are senior, unsecured obligations, paying interest semi-annually, and will be convertible into cash, Class A common stock, or a combination at Bandwidth’s election. Bandwidth plans to use part of the net proceeds for capped call transactions, up to $10 million to repurchase Class A shares at the time of pricing, to repurchase a portion of its 0.50% convertible notes due 2028, and to repay borrowings under its credit facility, with any remainder for working capital and general corporate purposes.
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Insights
Bandwidth is reshaping its balance sheet with new 2032 convertible notes while managing equity dilution.
Bandwidth plans to issue $275 million of convertible senior notes due 2032, with an extra $41.25 million possible via an over-allotment option. The notes are senior, unsecured, and convertible into cash, stock, or both, giving Bandwidth flexibility in how it ultimately settles conversions.
Planned uses of proceeds include capped call transactions, repurchasing part of its 0.50% convertible notes due 2028, repaying credit facility borrowings, and general corporate purposes. The capped calls are expected to lessen potential share dilution above the conversion price, although they are subject to a cap.
Bandwidth may also use up to $10 million of proceeds to buy back Class A shares around pricing, and hedge counterparties may trade the stock to manage their positions. These activities could influence the trading price of the stock and the effective conversion price of the new notes, with actual impact depending on market conditions and holder 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
New convertible notes: $275 million aggregate principal amount
Over-allotment option: $41.25 million aggregate principal amount
Share repurchase allocation: Up to $10 million
+2 more
5 metrics
New convertible notes
$275 million aggregate principal amount
Convertible senior notes due 2032 in private offering
Over-allotment option
$41.25 million aggregate principal amount
Additional 2032 notes for initial purchasers over-allotments
Share repurchase allocation
Up to $10 million
Net proceeds earmarked to repurchase Class A common stock
Existing notes coupon
0.50%
Coupon on outstanding convertible senior notes due 2028
Over-allotment period
13 days
Period for initial purchasers’ option to buy additional notes
Key Terms
convertible senior notes, capped call transactions, qualified institutional buyers, over-allotments, +1 more
5 terms
convertible senior notes financial
"proposed private offering of $275 million principal amount of 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 a portion of the net proceeds from the Offering 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.
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.
over-allotments financial
"option to purchase up to an additional $41.25 million aggregate principal amount of the Notes solely to cover over-allotments"
An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.
forward-looking statements regulatory
"This press release contains or may imply “forward-looking statements” within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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 15, 2026, Bandwidth Inc. issued a press release announcing its proposed private offering of $275 million principal amount of convertible senior notes due 2032 pursuant to Rule 144A under the Securities Act of 1933, as amended. 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 15, 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 15, 2026 | By: | /s/ R. Brandon Asbill | ||||||
| Name: | R. Brandon Asbill | |||||||
| Title: | Secretary | |||||||
Bandwidth Inc. Announces Proposed Private Offering of
$275 Million of Convertible Senior Notes
$275 Million of Convertible Senior Notes
RALEIGH, NC – June 15, 2026 – Bandwidth Inc. (NASDAQ: BAND) (“Bandwidth”), a leading global cloud communications company, today announced that it intends to offer and sell, subject to market and other conditions, $275 million aggregate principal amount of 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”). Bandwidth also expects to grant 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 Notes will be senior, unsecured obligations of Bandwidth, and interest will be payable semi-annually in arrears. The Notes will be convertible into cash, shares of Bandwidth’s Class A common stock or a combination thereof, at Bandwidth’s election. The interest rate, initial conversion rate and other terms of the Notes are to be determined upon pricing of the Offering.
Bandwidth intends to use a portion of the net proceeds from the Offering to pay the cost of the capped call transactions described below. Bandwidth expects to use up to $10 million of the net proceeds from the Offering to repurchase 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 a portion of the net proceeds from the Offering to repurchase a portion 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 expects to enter into one or more privately negotiated capped call transactions with certain of the initial purchasers of the Notes or their respective affiliates and/or other 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. 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 will be 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 intended use of 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 is Bandwidth (BAND) offering in its June 2026 8-K announcement?
Bandwidth plans a private offering of $275 million in convertible senior notes due 2032 to qualified institutional buyers, with an additional $41.25 million possible if initial purchasers exercise an over-allotment option, reshaping its debt and potential future equity mix.
How will Bandwidth (BAND) use the proceeds from the 2032 convertible notes?
Bandwidth intends to use proceeds to fund capped call transactions, repurchase part of its 0.50% notes due 2028, repay outstanding amounts under its credit facility, allocate up to $10 million for Class A share repurchases, and support working capital and general corporate needs.
What are the key features of Bandwidth’s new 2032 convertible senior notes?
The notes are senior, unsecured obligations that pay interest semi-annually and mature in 2032. They are convertible into cash, Bandwidth’s Class A common stock, or a mix of both at the company’s election, with key terms such as interest rate and conversion rate set at pricing.
Is Bandwidth (BAND) repurchasing any existing debt as part of this transaction?
Yes. Bandwidth expects to use a portion of the new notes’ proceeds to repurchase some of its outstanding 0.50% convertible senior notes due 2028 in privately negotiated transactions, helping extend debt maturities and adjust its capital structure using the new 2032 notes.
Will Bandwidth (BAND) repurchase its own stock in connection with the notes offering?
Bandwidth expects to use up to $10 million of net proceeds to repurchase Class A common stock in privately negotiated deals around the pricing of the notes. These purchases, along with hedging trades, could influence the stock price and effective conversion price.