BAND · Bandwidth Inc.

Bandwidth Inc. filed an 8-K on June 15, 2026, announcing a proposed private offering of $275 million aggregate principal amount of Convertible Senior Notes due 2032 under Rule 144A. The company also granted initial purchasers a 13-day option to buy an additional $41.25 million in notes to cover over-allotments. The notes will be senior, unsecured obligations with semi-annual interest, convertible into cash, Class A common stock, or a combination at Bandwidth's election. Key terms such as interest rate and conversion rate are to be determined at pricing. Proceeds are allocated to enter capped call transactions (to reduce dilution), repurchase up to $10 million of common stock concurrently with pricing, repurchase a portion of the outstanding 0.50% convertible senior notes due 2028, repay amounts under its credit facility, and for working capital or general corporate purposes. The offering is subject to market conditions and customary closing conditions. This significant financing event provides Bandwidth with capital to manage its debt stack and return value to shareholders, while the concurrent stock and debt repurchases may influence market prices and conversion dynamics.