---
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"
generated_at: "2026-06-18T20:05:12.307944+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Bandwidth issues $316.25M 0% convertible notes due 2032; repurchases $122.5M of 2028 notes

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001514416-26-000049
- JSON: https://secwatch.observer/filing/0001514416-26-000049.json
- Plain text: https://secwatch.observer/filing/0001514416-26-000049.txt

## Key facts
- Debt Financings
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1514416/000151441626000049/0001514416-26-000049-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1514416/000151441626000049/0001514416-26-000049-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1514416/000151441626000049/0001514416-26-000049-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.