Initial Registration Statement for Employee Benefit Plan (Form S-8)

As filed with the Securities and Exchange Commission on February 19, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________________________________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

___________________________________________________________________________________________________

BANDWIDTH INC.

(Exact name of registrant as specified in its charter)

___________________________________________________________________________________________________

Delaware						56-2242657
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

2230 Bandmate Way

Raleigh, NC 27607

(Address, including zip code of principal executive offices)

Bandwidth Inc. Third Amended and Restated 2017 Incentive Award Plan

(Full title of the plan)

David A. Morken

Chairman and Chief Executive Officer

Bandwidth Inc.

2230 Bandmate Way

Raleigh, NC 27607

(800) 808-5150

(Name, address and telephone number of agent for service)

___________________________________________________________________________________________________

Copies to:

R. Brandon Asbill, Esq. General Counsel Bandwidth Inc. 2230 Bandmate Way Raleigh, NC 27607 (800) 808-5150						Michael Benjamin, Esq. Jessica Lennon, Esq. Latham & Watkins LLP 885 Third Avenue New York, NY 10022 (212) 906-1200

___________________________________________________________________________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐ (do not check if a smaller reporting company)

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

___________________________________________________________________________________________________

EXPLANATORY NOTE

REGISTRATION OF ADDITIONAL SECURITIES

The purpose of this Registration Statement is to register 2,033,710 additional shares of Class A common stock, $0.001 par value per share (the "Class A Common Stock"), of Bandwidth Inc. (the "Company") for issuance under the Bandwidth Inc. Third Amended and Restated 2017 Incentive Award Plan (as amended and/or restated from time to time, the "2017 Plan").

The Class A Common Stock registered hereunder is in addition to the (a) 4,500,000 shares of Class A Common Stock issued or issuable under the 2017 Plan and previously registered on the Company's Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "SEC") on June 18, 2025 (Commission File No. 333-288145), (b) 3,513,341 shares of Class A Common Stock issued or issuable under the 2017 Plan and previously registered on the Company's Registration Statement on Form S-8 filed with the SEC on February 20, 2025 (Commission File No. 333-285090), (c) 2,500,000 shares of Class A Common Stock issued or issuable under the 2017 Plan and previously registered on the Company's Registration Statement on Form S-8 filed with the SEC on August 3, 2023 (Commission File No. 333-273631), (d) 4,790,520 shares of Class A Common Stock issued or issuable under the 2017 Plan and previously registered on the Company's Registration Statement on Form S-8 filed with the SEC on August 4, 2022 (Commission File No. 333-266509), and (e) (i) 1,250,000 shares of Class A Common Stock issued or issuable under the 2017 Plan, (ii) 3,312,392 shares of Class A Common Stock issued or issuable under the Bandwidth.com, Inc. 2010 Equity Compensation Plan, (iii) 347,399 shares of Class A Common Stock issued or issuable under the Bandwidth.com, Inc. 2001 Stock Option Plan (the "2001 Plan") and (iv) 347,399 shares of the Company's Class B common stock, $0.001 par value per share, issued or issuable under the 2001 Plan, in each case as previously registered on the Company's Registration Statement on Form S-8 filed with the SEC on December 19, 2017 (Commission File No. 333-222167). The Company's Registration Statements on Form S-8 filed with the SEC on June 18, 2025, February 20, 2025, August 3, 2023, August 4, 2022 and December 19, 2017 are collectively referred to herein as the "Prior Registration Statements."

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

Item 8.			Exhibits.

Exhibit Number						Description
3.1						Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1/A (File No. 333-220945) filed on October 27, 2017).
3.2						Third Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company's current report on Form 8-K (File No. 001-38285) filed on November 2, 2023).
4.1						Bandwidth Inc. Third Amended and Restated 2017 Incentive Award Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 (File No. 333-288145) filed on June 18, 2025).
5.1*						Opinion of Latham & Watkins LLP.
23.1*						Consent of Latham & Watkins LLP (included in Exhibit 5.1).
23.2*						Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
24.1*						Power of Attorney (included on signature page).
107*						Filing Fee Table.

*			Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on this 19th day of February, 2026.

BANDWIDTH INC.
By:						/s/ David A. Morken
						David A. Morken
						Cofounder, Chief Executive Officer and Chairman

SIGNATURES AND POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the individuals whose signatures appear below constitute and appoint R. Brandon Asbill, his or her true and lawful attorney-in-fact and agent with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ David A. Morken

Cofounder, Chief Executive Officer

February 19, 2026

David A. Morken

and Chairman (Principal Executive Officer)

/s/ Daryl E. Raiford

Chief Financial Officer

February 19, 2026

Daryl E. Raiford

(Principal Financial Officer)

/s/ Devin M. Krupka

Senior Vice President, Corporate Controller

February 19, 2026

Devin M. Krupka

(Principal Accounting Officer)

/s/ Brian D. Bailey

Director

February 19, 2026

Brian D. Bailey

/s/ Rebecca G. Bottorff

Director

February 19, 2026

Rebecca Bottorff

/s/ Lukas M. Roush

Director

February 19, 2026

Lukas M. Roush

/s/ Douglas A. Suriano

Director

February 19, 2026

Douglas A. Suriano