Bandwidth Inc. (BAND): debt financing — Bandwidth issues $316.25M 0% convertible notes due 2032; repurchases $122.5M of 2028 notes

Bandwidth Inc.

Issued $316.25M aggregate principal of 0% Convertible Senior Notes due 2032; initial conversion price ~$72.64 per share.
Entered capped call transactions costing $21.8M with cap price $105.66 to reduce dilution upon conversion.
Repurchased $122.5M of existing 0.50% convertible notes due 2028 for $116.5M cash; $27.5M remains outstanding.
Notes are senior unsecured, mature July 1, 2032, redeemable after July 6, 2029 under certain conditions.
Notes offered in private placement under Rule 144A; shares issuable upon conversion unregistered.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Bandwidth Inc. incurred convertible notes of $316,250,000 with Morgan Stanley & Co. LLC at 0% maturing July 1, 2032.

Instrument: convertible notes
Principal: $316,250,000
Counterparty: Morgan Stanley & Co. LLC
Rate: 0%
Maturity: July 1, 2032
Event: incurrence

Exact text from the filing

On June 18, 2026, the Company issued $316,250,000 aggregate principal amount of notes, which included $41,250,000 aggregate principal amount of notes issued pursuant to the full exercise by the Initial Purchasers of such option.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Bandwidth Inc. entered into Indenture with Wilmington Trust, National Association, as trustee (effective 2026-06-18).

Action: entry
Agreement: notes offering
Counterparty: Wilmington Trust, National Association, as trustee
Effective: 2026-06-18

Exact text from the filing

The notes were issued pursuant to, and are governed by, an Indenture, dated June 18, 2026, between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Bandwidth Inc. entered into Purchase Agreement with Morgan Stanley & Co. LLC, as representative of the several initial purchasers valued at $275,000,000 aggregate principal amount (effective 2026-06-15).

Action: entry
Agreement: notes offering
Counterparty: Morgan Stanley & Co. LLC, as representative of the several initial purchasers
Value: $275,000,000 aggregate principal amount
Effective: 2026-06-15

Exact text from the filing

On June 15, 2026, Bandwidth Inc. (the “Company”) agreed to sell to Morgan Stanley & Co. LLC, as representative (the “Representative”) of the several initial purchasers (the “Initial Purchasers”), and the Initial Purchasers agreed to purchase from the Company, $275,000,000 aggregate principal amount of the Company’s 0% Convertible Senior Notes due 2032 (the “notes”), pursuant to a purchase agreement (the “Purchase Agreement”) between the Company and the Representative.

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225 debt financings filed in the last 30 days. Browse all debt financings →

Bandwidth Inc. filing history →

Source: SEC EDGAR

accession 0001514416-26-000049

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