{"schema_version":"secwatch.filing_event.v1","accession":"0001514416-26-000049","form_type":"8-K","ticker":"BAND","cik":"0001514416","company_name":"Bandwidth Inc.","filed_at":"2026-06-18T20:04:26+00:00","discovered_at":"2026-06-18T20:05:00.493694+00:00","generated_at":"2026-06-18T20:05:12.307944+00:00","sec_items":["1.01","2.03","3.02","8.01","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Bandwidth issues $316.25M 0% convertible notes due 2032; repurchases $122.5M of 2028 notes","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001514416-26-000049","json":"https://secwatch.observer/filing/0001514416-26-000049.json","markdown":"https://secwatch.observer/filing/0001514416-26-000049.md","text":"https://secwatch.observer/filing/0001514416-26-000049.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1514416/000151441626000049/0001514416-26-000049-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1514416/000151441626000049/band-20260615.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-18T20:05:12.307944+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"723d928a51c2906ac06a327994dfbe220b0add4b","claim":"Bandwidth Inc. incurred convertible notes of $316,250,000 with Morgan Stanley & Co. LLC at 0% maturing July 1, 2032.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1514416/000151441626000049/0001514416-26-000049-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"$316,250,000"},{"label":"Counterparty","value":"Morgan Stanley & Co. LLC"},{"label":"Rate","value":"0%"},{"label":"Maturity","value":"July 1, 2032"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"612d8d644cd63645cb0a23706574ee27f7a97016","claim":"Bandwidth Inc. entered into Indenture with Wilmington Trust, National Association, as trustee (effective 2026-06-18).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1514416/000151441626000049/0001514416-26-000049-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"Wilmington Trust, National Association, as trustee"},{"label":"Effective","value":"2026-06-18"}],"fact_type":"material_agreement"},{"claim_id":"7d825f4c730f599e4d3cd6e69d6557fe0cc6fb5d","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1514416/000151441626000049/0001514416-26-000049-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"Morgan Stanley & Co. LLC, as representative of the several initial purchasers"},{"label":"Value","value":"$275,000,000 aggregate principal amount"},{"label":"Effective","value":"2026-06-15"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}