Bandwidth Announces Partial Repurchase of 0.50% Convertible Senior Notes Due 2028 (Form 8-K)

Bandwidth Announces Partial Repurchase of 0.50% Convertible Senior Notes Due 2028

Initially issued principal balance of $250 million notes due 2028 reduced to $150 million outstanding

Raleigh, N.C. - Mar 2, 2026 - Bandwidth Inc. (NASDAQ: BAND), a leading global enterprise cloud communications company, today announced that it has entered into separate, privately negotiated repurchase agreements with a limited number of holders of its 0.50% Convertible Senior Notes due 2028 (the "2028 Notes") to repurchase (the "Repurchases") $100 million aggregate principal amount of the 2028 Notes at a discount to par value. The repurchase price payable by Bandwidth will be paid in cash.

Coinciding with this announcement, Bandwidth's 0.25% Convertible Senior Notes due 2026 reached maturity on March 1, 2026 and are being fully retired with cash on hand resulting in Bandwidth no longer having convertible notes outstanding with maturities prior to April 1, 2028, further simplifying its capital structure and reducing its debt profile.

"We recently announced Bandwidth's fourth quarter 2025 results, which included record levels of profitability and free cash flow. We also shared our expectations for 16 percent revenue growth and nearly 30 percent Adjusted EBITDA growth in 2026," said Daryl Raiford, Bandwidth's CFO. "These results and outlook gave us confidence to launch a balanced capital allocation strategy that includes planned record levels of investment in AI innovation, an $80 million share repurchase program, and an accelerated de-levering campaign by repurchasing convertible debt at an attractive discount. With today's announced partial repurchase of our 2028 convertible notes and the full retirement of our 2026 notes, we have taken large steps to further strengthen our balance sheet while continuing to invest for long-term growth."

Bandwidth has previously entered into capped call transactions with certain financial institutions in connection with the 2028 Notes. All of these transactions are expected to remain in effect notwithstanding the Repurchases.

The Repurchases are expected to close on March 4, 2026, subject to the satisfaction of customary closing conditions. Following such closings, approximately $150 million principal amount of the 2028 Notes will remain outstanding, from an initial issued principal balance of $250 million.

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