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Bandwidth Inc. (NASDAQ: BAND) buys back $20.8M of 2028 convertible notes at discount

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Bandwidth Inc. reported that it has repurchased approximately $20.8 million aggregate principal amount of its 0.50% Convertible Senior Notes due 2028 in open-market transactions at a discount to par value, with the repurchase price paid in cash.

After settlement, about $6.7 million aggregate principal amount of these notes will remain outstanding, compared with an initial issued principal balance of $250 million. Previously executed capped call transactions related to these notes are expected to remain in effect.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Notes repurchased $20.8 million aggregate principal amount 0.50% Convertible Senior Notes due 2028 repurchased in open-market transactions
Notes remaining outstanding $6.7 million aggregate principal amount 0.50% Convertible Senior Notes due 2028 remaining after settlement of repurchases
Initial notes issuance $250 million aggregate principal amount Initial issued principal balance of the 0.50% Convertible Senior Notes due 2028
Coupon rate 0.50% Interest rate on the Convertible Senior Notes due 2028
Maturity year 2028 Maturity of the 0.50% Convertible Senior Notes
0.50% Convertible Senior Notes due 2028 financial
"repurchased approximately $20.8 million aggregate principal amount of its 0.50% Convertible Senior Notes due 2028"
open-market transactions financial
"repurchased approximately $20.8 million ... in open-market transactions"
Open-market transactions are purchases or sales of a company’s securities that take place on public exchanges rather than through private agreements. They matter to investors because these trades change the number of shares available, can move the stock price, and often signal management’s view of the company’s value—like a store restocking or clearing shelves, altering supply and the price shoppers see.
discount to par value financial
"in open-market transactions ... at a discount to par value"
capped call transactions financial
"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.
aggregate principal amount financial
"repurchased approximately $20.8 million aggregate principal amount of its 0.50% Convertible Senior Notes"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

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

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FAQ

What debt transaction did BAND (Bandwidth Inc.) disclose in this 8-K?

Bandwidth Inc. disclosed it has repurchased approximately $20.8 million aggregate principal amount of its 0.50% Convertible Senior Notes due 2028 in open-market transactions at a discount to par value, with the repurchase price to be paid entirely in cash.

How much of Bandwidth Inc.'s 2028 convertible notes remain outstanding after the repurchase?

Following settlement of the repurchases, approximately $6.7 million aggregate principal amount of Bandwidth Inc.'s 0.50% Convertible Senior Notes due 2028 will remain outstanding, compared with an initial issued principal balance of $250 million for these notes.

At what terms did BAND repurchase its 0.50% Convertible Senior Notes due 2028?

Bandwidth Inc. states it repurchased approximately $20.8 million aggregate principal amount of its 0.50% Convertible Senior Notes due 2028 in open-market transactions and that these notes were acquired at a discount to par value, with consideration paid in cash.

What happens to Bandwidth Inc.'s capped call transactions after the note repurchases?

Bandwidth Inc. previously entered into capped call transactions with certain financial institutions in connection with the notes, and it states that all of these capped call transactions are expected to remain in effect notwithstanding the repurchases of the convertible notes.

What is the coupon and maturity of the BAND 2028 convertible notes affected by this repurchase?

The affected securities are Bandwidth Inc.'s 0.50% Convertible Senior Notes due 2028, carrying a 0.50% coupon and maturing in 2028. The company repurchased a portion of the aggregate principal amount of these notes for cash.

How large was the original issuance of Bandwidth Inc.'s 0.50% Convertible Senior Notes due 2028?

Bandwidth Inc. indicates that, after the repurchases, about $6.7 million of its 0.50% Convertible Senior Notes due 2028 will remain outstanding from an initial issued principal balance of $250 million, showing the original scale of this convertible note issuance.
FALSE000151441600015144162026-08-032026-08-03

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 3, 2026
___________________________________________________
BANDWIDTH INC.
(Exact name of registrant as specified in its charter)
___________________________________________________
Delaware001-3828556-2242657
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.001 per shareBANDNASDAQ 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 8.01 Other Events.
Bandwidth announced that it has repurchased approximately $20.8 million aggregate principal amount of its 0.50% Convertible Senior Notes due 2028 (the “Notes”) in open-market transactions (the “Repurchases”) at a discount to par value.
The repurchase price payable by Bandwidth will be paid in cash.
Bandwidth has previously entered into capped call transactions with certain financial institutions in connection with the Notes. All of these transactions are expected to remain in effect notwithstanding the Repurchases.
Following the settlement of the Repurchases, approximately $6.7 million aggregate principal amount of the Notes will remain outstanding from an initial issued principal balance of $250 million.
The information furnished with this Item 8.01 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.




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: August 3, 2026By:/s/ Daryl E. Raiford
Name:Daryl E. Raiford
Title:Chief Financial Officer


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