{"filing":{"accession_number":"0001514416-26-000049","cik":"0001514416","ticker":"BAND","company_name":"Bandwidth Inc.","form":"8-K","filing_date":"2026-06-18","report_date":null,"primary_document":"band-20260615.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1514416/000151441626000049/band-20260615.htm"},"events":[{"id":11801,"run_id":10380,"accession_number":"0001514416-26-000049","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Bandwidth Inc. issued $316.25 million aggregate principal amount of 0% convertible senior notes due 2032 in a private placement under Rule 144A and Section 4(a)(2), with conversion into up to 5,986,169 shares of Class A common stock at an initial conversion price of approximately $72.64 per share, creating substantial dilution potential for existing shareholders.","company_name":"Bandwidth Inc.","ticker":"BAND","filing_date":"2026-06-18","form":"8-K","submitted_at":null,"items":[{"id":8480,"accession_number":"0001514416-26-000049","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Bandwidth Inc. issued $316.25 million aggregate principal amount of 0% convertible senior notes due 2032 in a private placement under Rule 144A on June 18, 2026. The notes are convertible into Class A common stock at an initial conversion price of approximately $72.64 per share (13.7663 shares per $1,000 principal), creating significant dilution potential. While this is technically a debt issuance, the convertible feature and substantial principal amount make it a material dilutive capital raise typical of small- to mid-cap issuers. The filing emphasizes the private placement structure and conversion mechanics, which are hallmarks of dilutive equity issuances.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-18T20:07:18.704397+00:00","company_name":"","ticker":null,"filing_date":""},{"id":8481,"accession_number":"0001514416-26-000049","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 2.03 discloses creation of a direct financial obligation, with the substance incorporated by reference from Item 1.01 (which typically covers M\u0026A or debt issuance). Without access to the Item 1.01 details, the event cannot be precisely classified; however, the creation of a direct financial obligation is material to investors. If Item 1.01 describes a debt issuance, this would be routine debt financing (other_material); if it describes an acquisition, the M\u0026A event itself would be the primary classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-18T20:07:18.704397+00:00","company_name":"","ticker":null,"filing_date":""},{"id":8482,"accession_number":"0001514416-26-000049","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Bandwidth Inc. issued convertible notes in a private placement to qualified institutional buyers under Rule 144A and Section 4(a)(2) of the Securities Act. The disclosure explicitly states that up to 5,986,169 shares of Class A common stock may be issued upon conversion of the notes at an initial conversion rate of 18.9286 shares per $1,000 principal amount. This is a classic dilutive issuance involving unregistered equity securities with significant potential dilution to existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-18T20:07:18.704397+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":11802,"run_id":10380,"accession_number":"0001514416-26-000049","anchor_item_number":"8.01","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.8,"summary":"Bandwidth Inc. repurchased approximately $122.5 million in aggregate principal amount of its 2028 notes for $116.5 million in cash, reducing outstanding debt by over 80% and materially altering the company's financial structure and leverage profile.","company_name":"Bandwidth Inc.","ticker":"BAND","filing_date":"2026-06-18","form":"8-K","submitted_at":null,"items":[{"id":8483,"accession_number":"0001514416-26-000049","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Bandwidth repurchased approximately $122.5 million in aggregate principal amount of its 2028 notes for $116.5 million in cash, reducing outstanding debt by over 80%. While technically a debt repurchase rather than a traditional M\u0026A transaction, this represents a material capital allocation event that significantly alters the company's financial structure and obligation profile, affecting the total mix of information available to investors about the registrant's leverage and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-18T20:07:18.704397+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":8480,"accession_number":"0001514416-26-000049","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Bandwidth Inc. issued $316.25 million aggregate principal amount of 0% convertible senior notes due 2032 in a private placement under Rule 144A on June 18, 2026. The notes are convertible into Class A common stock at an initial conversion price of approximately $72.64 per share (13.7663 shares per $1,000 principal), creating significant dilution potential. While this is technically a debt issuance, the convertible feature and substantial principal amount make it a material dilutive capital raise typical of small- to mid-cap issuers. The filing emphasizes the private placement structure and conversion mechanics, which are hallmarks of dilutive equity issuances.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-18T20:07:18.704397+00:00","company_name":"Bandwidth Inc.","ticker":"BAND","filing_date":"2026-06-18"},{"id":8481,"accession_number":"0001514416-26-000049","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 2.03 discloses creation of a direct financial obligation, with the substance incorporated by reference from Item 1.01 (which typically covers M\u0026A or debt issuance). Without access to the Item 1.01 details, the event cannot be precisely classified; however, the creation of a direct financial obligation is material to investors. If Item 1.01 describes a debt issuance, this would be routine debt financing (other_material); if it describes an acquisition, the M\u0026A event itself would be the primary classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-18T20:07:18.704397+00:00","company_name":"Bandwidth Inc.","ticker":"BAND","filing_date":"2026-06-18"},{"id":8482,"accession_number":"0001514416-26-000049","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Bandwidth Inc. issued convertible notes in a private placement to qualified institutional buyers under Rule 144A and Section 4(a)(2) of the Securities Act. The disclosure explicitly states that up to 5,986,169 shares of Class A common stock may be issued upon conversion of the notes at an initial conversion rate of 18.9286 shares per $1,000 principal amount. This is a classic dilutive issuance involving unregistered equity securities with significant potential dilution to existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-18T20:07:18.704397+00:00","company_name":"Bandwidth Inc.","ticker":"BAND","filing_date":"2026-06-18"},{"id":8483,"accession_number":"0001514416-26-000049","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Bandwidth repurchased approximately $122.5 million in aggregate principal amount of its 2028 notes for $116.5 million in cash, reducing outstanding debt by over 80%. While technically a debt repurchase rather than a traditional M\u0026A transaction, this represents a material capital allocation event that significantly alters the company's financial structure and obligation profile, affecting the total mix of information available to investors about the registrant's leverage and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-18T20:07:18.704397+00:00","company_name":"Bandwidth Inc.","ticker":"BAND","filing_date":"2026-06-18"}]}