Every 8-K that Bandwidth Inc. (BAND) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BAND and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BAND filings page.
Bandwidth Inc. (BAND) furnished an investor presentation outlining its positioning as a global cloud communications provider and its financial trajectory through 2026. The company highlights a large and growing addressable market, including a total addressable market increasing from $111 billion in 2025 to $174 billion in 2030.
Guidance for 2026 includes 20% total revenue growth year over year and 33% Adjusted EBITDA growth, with an expected 20% Adjusted EBITDA margin on projected cloud communications revenue. Non-GAAP gross margin expanded from 55% in 2022 and 2023 to 57% in 2024 and 58% in 2025.
The presentation cites strong balance sheet improvement, with net leverage falling from 8.8x to 1.6x over recent periods and free cash flow rising from about –$11 million to $57 million in three years. Customer metrics include 99% customer name retention, a 113% net retention rate, and long tenures among top customers.
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.
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.
Bandwidth Inc. reported strong second-quarter 2026 results, with revenue of $220 million, up 22% year-over-year, and Adjusted EBITDA of $28 million, up 27% year-over-year, producing a record 18% Adjusted EBITDA margin. GAAP net income was $2.4 million versus a loss a year earlier, and non-GAAP net income reached $13.6 million. Cash from operations for the first six months was $37.5 million, free cash flow was $23.2 million, and cash and cash equivalents grew to $169.9 million.
The company raised its outlook, guiding Q3 2026 revenue to $231–$235 million and full-year 2026 revenue to $900–$910 million, with higher targets for Adjusted EBITDA and non-GAAP EPS. Bandwidth also amended its Credit Agreement to increase the annual capacity for certain restricted payments from $20 million to $40 million, or 20% of trailing twelve-month consolidated EBITDA, subject to a leverage test. In governance, longtime General Counsel and Secretary R. Brandon Asbill plans to retire effective December 31, 2026, with no disagreement cited and a transition period through year-end.
Bandwidth Inc. agreed to sell $275,000,000 of 0% Convertible Senior Notes due 2032 and ultimately issued $316,250,000 after initial purchasers fully exercised their option for an additional $41,250,000. These notes pay no regular interest and mature on July 1, 2032, unless earlier converted, redeemed or repurchased.
The initial conversion rate is 13.7663 shares per $1,000, implying a conversion price of about $72.64 per share, with a maximum of 5,986,169 shares issuable based on the initial maximum conversion rate. Bandwidth also entered into capped call transactions with a cap price of $105.66, costing approximately $21.8 million, to reduce potential dilution from conversions.
Separately, the company repurchased approximately $122.5 million of its existing 0.50% convertible senior notes due 2028 for about $116.5 million in cash, leaving approximately $27.5 million of those 2028 notes outstanding.
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.
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.
Bandwidth Inc. reported the results of its 2026 annual stockholder meeting, where four proposals were approved. Stockholders representing 43,495,837 votes, or 87.08% of eligible votes as of the record date, were present, establishing a quorum.
Two Class III directors, David A. Morken and Rebecca G. Bottorff, were elected to serve until the 2029 annual meeting. Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved on an advisory basis the compensation of named executive officers.
Stockholders also approved, on an advisory basis, holding future advisory votes on executive compensation each year. The board determined that the company will hold these say‑on‑pay votes annually until the next required frequency vote, which must occur no later than the 2032 annual meeting.
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.
Bandwidth Inc. reported strong first-quarter 2026 results with record revenue of $208.8 million, up 20% from $174.2 million a year earlier. GAAP net income was $4.1 million, compared with a $3.7 million loss, while Adjusted EBITDA rose to $26.0 million from $22.2 million.
Non-GAAP gross margin held at 59%, and Non-GAAP diluted earnings per share increased to $0.38 from $0.36. Free cash flow improved but remained slightly negative at $0.6 million. Management highlighted growing AI-driven usage, large enterprise wins including Salesforce’s Agentforce Contact Center, and continued strength in high-volume messaging.
On this momentum, Bandwidth raised its 2026 outlook, now guiding full-year revenue to $880–$900 million and Adjusted EBITDA to $119–$125 million, with full-year Non-GAAP earnings per share expected between $1.77 and $1.83.
Bandwidth Inc. is cutting its convertible debt by entering privately negotiated agreements to repurchase $100 million of its 0.50% Convertible Senior Notes due 2028 for cash, at a discount to par. After closing, $150 million of these notes will remain from the original $250 million issuance.
The company’s 0.25% Convertible Senior Notes due 2026 have reached maturity and are being fully retired with cash on hand, leaving no convertible maturities before April 1, 2028. Management highlights record fourth-quarter 2025 profitability and free cash flow, plus expectations for 16% revenue growth and nearly 30% Adjusted EBITDA growth in 2026, supporting a capital plan that combines AI investment, an $80 million share repurchase program, and accelerated de‑leveraging.
Bandwidth Inc. reported essentially flat 2025 revenue of $753.8 million versus $748.5 million, but improved profitability and cash generation. GAAP net loss was $12.9 million, narrowing per share loss to $0.43. Adjusted EBITDA rose to $93.3 million and free cash flow was $56.6 million.
In the fourth quarter, revenue was $207.7 million with GAAP gross margin of 38% and record Adjusted EBITDA of $24.8 million and free cash flow of $31.1 million. For 2026, Bandwidth guides to revenue of $864–$884 million and Adjusted EBITDA of $117–$123 million, implying about 16% revenue growth and 29% Adjusted EBITDA growth, with non‑GAAP EPS of $1.66–$1.74.
The board also authorized a share repurchase program of up to $80 million of Class A common stock, reflecting confidence in the company’s cash generation and outlook while it continues investing in AI‑driven voice and cloud communications offerings.
Bandwidth Inc. furnished a press release reporting financial results for the third quarter ended September 30, 2025, under Item 2.02. The press release is included as Exhibit 99.1. The Item 2.02 information is designated as furnished and is not deemed filed for purposes of Section 18 of the Exchange Act.