Bandwidth Inc. Announces Proposed Private Offering of Convertible Senior Notes

Bandwidth Inc. announced on June 15, 2026, its intention to offer and sell $275 million in principal amount of convertible senior notes due 2032 through a private offering to qualified institutional buyers under Rule 144A. The company also expects to grant an option for an additional $41.25 million to cover over-allotments. These notes will be unsecured, with interest paid semi-annually. The conversion terms into cash or shares of Class A common stock are yet to be determined. Bandwidth plans to use a portion of the proceeds for capped call transactions, up to $10 million for concurrent share repurchases, and to repurchase a portion of its outstanding 0.50% convertible senior notes due 2028. The remainder will be used for its credit facility and general corporate purposes. Capped call transactions are intended to mitigate potential dilution and offset cash payments upon conversion. The offering is subject to market conditions and customary closing conditions.