secwatch / observer

Bandwidth Inc. — fact timeline

Source-grounded facts extracted from Bandwidth Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

BAND Bandwidth Inc. JSON
Debt Financings

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

“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.”
Material Agreements

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

“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”).”
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).

“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.”
Shareholder Votes

Bandwidth Inc. shareholders approved Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers at the 2026-05-28 meeting.

“Proposal 4 — Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers. The stockholders approved, on an advisory basis, the frequency with which future advisory votes on the compensation of the Company’s named executive officers will be held. The results of such vote were: Each Year Every Two Years Every Three Years Withheld/Abstain 39,327,229 20,323 1,526,775 60,832”
Shareholder Votes

Bandwidth Inc. shareholders approved Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers at the 2026-05-28 meeting.

“Proposal 3 — Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The results of such vote were: For Against Withheld/Abstain 30,884,728 10,011,929 38,502”
Shareholder Votes

Bandwidth Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2026-05-28 meeting.

“Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of such vote were: For Against Withheld/Abstain 43,322,421 153,912 19,504”
Shareholder Votes

Bandwidth Inc. shareholders approved Election of Directors at the 2026-05-28 meeting.

“Proposal 1 — Election of Directors. The stockholders elected the persons named below as Class III directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. The results of such vote were: Nominee For Withheld/Abstain Broker Non-Votes David A. Morken 33,541,145 7,394,014 2,560,678 Rebecca G. Bottorff 31,861,098 9,074,061 2,560,678”
Earnings Releases

Bandwidth Inc. reported the first quarter ended March 31, 2026 results: revenue $209 million, net income $4 million, EPS $0.13 per basic share. Guidance raised.

“as expressly set forth by specific reference in such a filing. --- EX-99.1 (EX-99.1) --- Bandwidth Announces First Quarter 2026 Financial Results Record quarterly revenue of $209 million, up 20% year-over-year, and Adjusted EBITDA of $26 million, up 17% year-over-year; raising full-year 2026 outlook AI-driven platform adoption accelerating usage and value capture”

Devesh Agarwal was appointed as Chief Operating Officer at Bandwidth Inc..

“On January 1, 2025, Bandwidth Inc. (the “Company”) appointed Devesh Agarwal, its Interim Chief Operating Officer and Chief Software Strategy Officer, as its Chief Operating Officer.”

Devesh Agarwal was appointed as Interim Chief Operating Officer at Bandwidth Inc..

“On July 1, 2024, the Company appointed Devesh Agarwal, its Chief Software Strategy Officer, to serve in an additional capacity as its Interim Chief Operating Officer.”

Anthony F. Bartolo resigned as Chief Operating Officer at Bandwidth Inc..

“On July 1, 2024, Bandwidth Inc., a Delaware corporation (the “Company”), entered into a letter agreement (the “Bartolo Letter Agreement”) with Anthony F. Bartolo, the Company’s outgoing Chief Operating Officer, in connection with his resignation.”
Earnings Releases

Bandwidth Inc. updated its first quarter ended March 31, 2024 guidance (raised).

“On May 7, 2024, the Company issued a press release reporting its financial results for the first quarter ended March 31, 2024.”
Debt Financings

Bandwidth Inc. amended revolving credit of increase the aggregate revolving credit commitments from $50.0 million to $100.0 million with Bank of America, N.A. maturing extend the maturity date to the earlier of May 1, 2029 (previously August 1, 2028) or the date that is 91 days prior to the scheduled maturity date or mandatory.

“LLC as Joint Lead Arrangers and Joint Bookrunners. Effective as of May 1, 2024, the Credit Agreement was amended to: • increase the aggregate revolving credit commitments from $50.0 million to $100.0 million; • increase the swingline sublimit from $5.0 million to $10.0 million; • increase from $75.0 million to $82.5 million the minimum liquidity (which includes the”
Material Agreements

Bandwidth Inc. amended Credit Agreement with Bank of America, N.A., as administrative agent, swingline lender and letters of credit issuer (effective 2024-05-01).

“On May 1, 2024, Bandwidth Inc. (the “Company”) entered into an amendment (the “Credit Agreement Amendment”) to the credit agreement (as amended, the “Credit Agreement”) among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent, swingline lender and letters of credit issuer, with BofA Securities, Inc. and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Bookrunners.”

Anthony F. Bartolo resigned as Chief Operating Officer at Bandwidth Inc..

“On May 6, 2024, Anthony F. Bartolo informed the Company that he has decided to resign his position as Chief Operating Officer of Bandwidth, following a transition period.”
Earnings Releases

Bandwidth Inc. reported financial results for the fourth quarter ended December 31, 2023.

“On February 28, 2024, Bandwidth Inc. (the “Company”) issued a press release reporting its financial results for the fourth quarter ended December 31, 2023.”
Earnings Releases

Bandwidth Inc. reported the third quarter ended September 30, 2023 results: revenue $ 152.

“international callers, and entering passcode 8162695. Investor Contact Sarah Walas Bandwidth 919-504-6585 ir@bandwidth.com Three months ended September 30, 2023 2022 Revenue $ 152 $ 148 Gross Margin 39 % 43 % Non-GAAP Gross Margin (1) 55 % 57 % Adjusted EBITDA (1) $ 14 $ 13 Free Cash Flow (1) $ 18 $ 13 (1) Additional information regarding the”
Governance Changes

Bandwidth Inc.: Adopted Third Amended and Restated Bylaws, addressing universal proxy rules and enhancing stockholder nomination and proposal procedures (effective 2023-11-02).

“On November 2, 2023, the Company’s Board of Directors (the “Board”) approved and adopted an amendment and restatement of the Company’s bylaws (the “Third Amended and Restated Bylaws”), which became effective the same day.”
Earnings Releases

Bandwidth Inc. reported the second quarter ended June 30, 2023 results: revenue $ 146.

“Three months ended June 30, 2023 2022 Revenue $ 146 $ 136 Gross Margin 40 % 41 % Non-GAAP Gross Margin (1) 55 % 53 % Adjusted EBITDA (1) $ 11 $ 5 Dollar-based net retention rate (2) 106 % 112 %”
Material Agreements

Bandwidth Inc. entered into Credit Agreement with Bank of America, N.A. valued at $50.0 million (effective 2023-08-01).

“On August 1, 2023, Bandwidth Inc. (the “Company”) entered into a credit agreement (the “Credit Agreement”) among the Company, as borrower, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent, swingline lender and letters of credit issuer. The Credit Agreement provides for a $50.0 million revolving credit facility (the “Credit Facility”), including a $15.0 million sublimit for the issuance of letters of credit and a swingline subfacility of up to $5.0 million.”
Shareholder Votes

Bandwidth Inc. shareholders approved Approval, on an Advisory Basis, of the Compensation of the Company's Named Executive Officers at the 2023-05-18 meeting.

“The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers.”
Shareholder Votes

Bandwidth Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-05-18 meeting.

“The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023.”
Shareholder Votes

Bandwidth Inc. shareholders approved Approval of the Company's Second Amended and Restated 2017 Incentive Award Plan at the 2023-05-18 meeting.

“The stockholders approved the Company's Second Amended and Restated 2017 Incentive Award Plan.”
Shareholder Votes

Bandwidth Inc. shareholders approved Election of Directors at the 2023-05-18 meeting.

“The stockholders elected the persons named below as Class III directors to serve until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified.”
Earnings Releases

Bandwidth Inc. reported first quarter ended March 31, 2023 results: revenue $138 million.

“Bandwidth Announces First Quarter 2023 Financial Results First quarter revenue of $138 million exceeded guidance”
Material Agreements

Bandwidth Inc. terminated Credit Agreement with Silicon Valley Bank (effective 2023-03-14).

“On March 14, 2023 (the “Notice Date”), Bandwidth Inc. (the “Company”) gave notice to Silicon Valley Bank (“SVB”) of its desire and intent to terminate the commitments (the “Termination”) under that certain credit agreement, dated as of June 6, 2022 (the “Credit Agreement”), among the Company, as borrower, the lenders from time to time party thereto, and SVB, as administrative agent, issuing lender and swingline lender.”
Earnings Releases

Bandwidth Inc. updated its the fourth quarter ended December 31, 2022 guidance (raised).

“On February 23, 2023, Bandwidth Inc. (“Bandwidth”) issued a press release reporting its financial results for the fourth quarter ended December 31, 2022.”

Devin M. Krupka was appointed as principal accounting officer at Bandwidth Inc..

“On February 21, 2023, the board of directors of Bandwidth appointed Devin M. Krupka, Bandwidth’s Controller, as Bandwidth’s principal accounting officer.”

Marina C. Carreker resigned as President at Bandwidth Inc..

“On November 17, 2022, Bandwidth Inc., a Delaware corporation (the “Company”), entered into a letter agreement (the “Carreker Letter Agreement”) with Marina C. Carreker, the Company’s outgoing President, in connection with her resignation.”
Earnings Releases

Bandwidth Inc. updated its third quarter ended September 30, 2022 guidance (raised).

“On November 1, 2022, Bandwidth Inc. (“Bandwidth”) issued a press release reporting its financial results for the third quarter ended September 30, 2022.”

Marina C. Carreker resigned as President at Bandwidth Inc..

“On October 31, 2022, Marina C. Carreker informed Bandwidth that she has decided to resign her position as President of Bandwidth, effective December 31, 2022.”

Anthony F. Bartolo was appointed as Chief Operating Officer at Bandwidth Inc..

“On February 22, 2022, Bandwidth Inc., a Delaware corporation (“Bandwidth” or the “Company”), entered into an Employment Agreement (the “Employment Agreement”) with Anthony F. Bartolo, who will serve as the Company’s Chief Operating Officer.”

Noreen Allen resigned as Chief Marketing Officer at Bandwidth Inc..

“Ms. Allen previously submitted her resignation and will depart the Company effective January 14, 2022.”

Rebecca Bottorff was appointed as Chief People Officer and Director at Bandwidth Inc..

“appointed Rebecca Bottorff to fill the vacancy resulting from such increase, effective as of January 11, 2022.”

Noreen Allen departed as Chief Marketing Officer at Bandwidth Inc..

“On November 30, 2021, Noreen Allen informed Bandwidth Inc., a Delaware corporation (“Bandwidth,” “we,”, “our,” or “us”), that she has decided to step down as Chief Marketing Officer of Bandwidth.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.