Bandwidth Inc. filings document formal disclosures for a global cloud communications company, including material-event reports on quarterly and annual operating results and proxy materials covering governance, executive compensation, equity awards and shareholder voting matters.
The filing record also addresses capital-structure and capital-allocation actions such as share repurchases and debt retirement, along with financial-condition disclosures tied to the company’s Communications Cloud, voice, messaging and emergency-services business.
Bandwidth Inc. Chief Operating Officer Devesh Agarwal reported a combination of equity award activity and an open-market sale. On 2026-08-08, he exercised 7,370 Restricted Stock Units, receiving an equal number of Class A Common shares, exhausting that RSU grant. These RSUs came from a 29,481-unit award granted on 2022-08-08 that vests in four equal annual installments beginning 2023-08-08. On 2026-08-10, he then sold 3,173 Class A shares in multiple transactions at a weighted average price of $50.4528 per share, with individual trade prices ranging from $50.085 to $51.02.
Devesh Agarwal, associated with Bandwidth Inc., filed notice of a planned sale of 4,000 shares of Common Stock through Morgan Stanley Smith Barney LLC on or after 08/10/2026 on NASDAQ, with an approximate aggregate value of $184,800.00. The filing also references 7,370 shares of restricted stock vesting on 08/08/2026 under a registered plan.
Over the prior three months, Agarwal reported sales of Bandwidth common shares on 05/13/2026, 05/14/2026, 05/20/2026, and 05/29/2026, totaling several transactions with disclosed share counts and dollar amounts.
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., a cloud-based CPaaS provider, reported Q2 2026 revenue of $219.9 million, up 22% year over year, driven by 12% growth in cloud communications and a 54% increase in messaging surcharges. Net income was $2.4 million versus a prior-year net loss, helped by a $5.2 million gain on debt extinguishment and a $2.8 million tax benefit.
Gross margin declined to 36% from 40% as cost of revenue rose faster than revenue, largely from higher pass-through messaging surcharges. Operating expenses increased and the company still recorded a Q2 operating loss of $4.6 million. Cash from operations improved to $37.5 million in the first half, with cash, cash equivalents and restricted cash of $170.2 million and the full $150.0 million revolving credit facility available.
Bandwidth reshaped its capital structure by repurchasing about $100 million of 0.50% 2028 convertible notes in March and about $122 million in June, generating total gains on extinguishment of roughly $12 million, and issuing $316.3 million of 0% 2032 convertible notes for net proceeds of $281.6 million. It also repurchased 576,794 Class A shares for $20 million under an $80 million authorization and reported a net retention rate of 107%.
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.
Dimensional Fund Advisors reports beneficial ownership of 938,163 shares of Bandwidth Inc common stock, representing 3.1% of the outstanding class. The firm has sole voting power over 912,958 shares and sole dispositive power over 938,163 shares, with no shared voting or dispositive authority.
The shares are held across various investment companies, commingled funds, group trusts and separate accounts that Dimensional advises or sub‑advises. All securities are owned by these funds, and Dimensional disclaims beneficial ownership except for purposes of Section 13(d) of the Securities Exchange Act of 1934. No individual fund’s interest exceeds 5% of the class.
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. reported that Controller and Principal Accounting Officer Devin M. Krupka sold a total of 14,413 shares of Class A common stock in open-market transactions on June 12, 2026. These sales were made pursuant to a pre-established Rule 10b5-1 trading plan adopted on March 13, 2026.
The reported weighted average sale prices ranged from about $63.56 to $66.81 per share across multiple trade price bands. Following these transactions, Krupka continues to hold Bandwidth shares directly.
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.