Bandwidth Inc. Prices $275 Million Convertible Senior Notes Offering

Bandwidth Inc. announced the pricing of a private offering of $275 million aggregate principal amount of 0% Convertible Senior Notes due 2032. The offering, made to qualified institutional buyers, is expected to settle on June 18, 2026. The notes are unsecured obligations of Bandwidth and will mature in July 2032, unless earlier repurchased, redeemed, or converted. Bandwidth may redeem the notes under certain conditions, including after July 2029 if the stock price exceeds 130% of the conversion price for a specified period, or at any time if the outstanding principal is less than 15% of the initial amount. Holders have the right to require Bandwidth to repurchase the notes upon a fundamental change. The initial conversion rate is set at 13.7663 shares of Class A common stock per $1,000 principal amount, equivalent to an approximate conversion price of $72.64 per share. The net proceeds are estimated to be approximately $263.6 million, intended for capped call transactions, repurchasing existing 2028 convertible notes, repaying credit facility debt, and working capital. Bandwidth has also entered into capped call transactions to mitigate potential dilution and offset payments related to conversions. The company expects initial hedging activities by counterparties to impact its stock price.