General Counsel — R. Brandon Asbill: The filing discloses a planned retirement of the General Counsel with a named internal successor and an orderly transition period, indicating an orderly succession rather than a sudden loss of leadership.

Other Events. Bandwidth announced that it has repurchased approximately $20.8 million aggregate principal amount of its 0.50% Convertible Senior Notes due 2028 (the “Notes”) in open-market transactions (the “Repurchases”) at a discount to par value. The repurchase price payable by Bandwidth will be paid in cash. Bandwidth has previously entered into capped call transactions with certain financial institutions in connection with the Notes. All of these transactions are expected to remain in ef…

Results of Operations and Financial Condition. On July 29, 2026, the Company issued a press release reporting its financial results for the second quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that se…

Entry into a Material Definitive Agreement. On July 25, 2026, Bandwidth Inc. (the “Company”) entered into a third amendment (the “Credit Agreement Amendment”) to the credit agreement (as amended, the “Credit Agreement”) among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent, swingline lender and letters of credit issuer, with BofA Securities, Inc. and Wells Fargo Securi…

General Counsel and Secretary — R. Brandon Asbill: Mr. Asbill decided to retire from his role as General Counsel and Secretary, with a smooth transition planned.

Other Events. On June 15, 2026, the Company entered into separate privately negotiated agreements with certain holders of its outstanding 2028 notes to repurchase approximately $122.5 million aggregate principal amount of the 2028 notes for approximately $116.5 million in cash. Following the consummation of these repurchases, approximately $27.5 million in aggregate principal amount of the 2028 notes will remain outstanding.

Entry into a Material Definitive Agreement. Indenture and Notes On June 15, 2026, Bandwidth Inc. (the “Company”) agreed to sell to Morgan Stanley & Co. LLC, as representative (the “Representative”) of the several initial purchasers (the “Initial Purchasers”), and the Initial Purchasers agreed to purchase from the Company, $275,000,000 aggregate principal amount of the Company’s 0% Convertible Senior Notes due 2032 (the “notes”), pursuant to a purchase agreement (the “Purchase Agreement”) betw…

The notes were issued to the Initial Purchasers in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering. The notes were resold by the Initial Purchasers to persons whom the Initial Purchasers reasonably believe are “qualified institutional buyers” in accordance with Rule 144A under the Securities Act. Any shares of the Company’s Class A common stock that may be issued upon conversion of the notes will be issued in reliance upon Section 3(a)(9)…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth under the heading Indenture and notes in

Other Events. On June 16, 2026, Bandwidth Inc. issued a press release announcing that on June 15, 2026, it priced a private offering of $275 million principal amount of 0% convertible senior notes due 2032 (the “Notes”) pursuant to Rule 144A under the Securities Act of 1933, as amended. The sale of the Notes to the initial purchasers is expected to settle on June 18, 2026, subject to customary closing conditions. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated…

Other Events. On June 15, 2026, Bandwidth Inc. issued a press release announcing its proposed private offering of $275 million principal amount of convertible senior notes due 2032 pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Results of Operations and Financial Condition. On April 30, 2026, Bandwidth Inc. issued a press release reporting its financial results for the first quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of tha…

Other Events. Bandwidth 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 “Notes”) to repurchase (the “Repurchases”) approximately $100 million aggregate principal amount of the Notes. The repurchase price payable by Bandwidth will be paid in cash. Bandwidth has previously entered into capped call transactions with certain financial institutions in connection with the Not…

Results of Operations and Financial Condition. On February 19, 2026, Bandwidth Inc. issued a press release reporting its financial results for the fourth quarter and full year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to t…

Director — Mr. John C. Murdock: Mr. Murdock resigned from the Board of Directors.

Results of Operations and Financial Condition. On October 30, 2025, Bandwidth Inc. issued a press release reporting its financial results for the third quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities…

Results of Operations and Financial Condition. On July 29, 2025, Bandwidth Inc. issued a press release reporting its financial results for the second quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that…

Results of Operations and Financial Condition. On May 7, 2025, Bandwidth Inc. issued a press release reporting its financial results for the first quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that s…

Other Events. On February 19, 2025, the Company entered into separate, privately negotiated repurchase agreements with a limited number of holders of its 0.250% Convertible Senior Notes due 2026 (the “Notes”) to repurchase (the “Repurchases”) approximately $27.4 million aggregate principal amount of the Notes for approximately $26.1 million, excluding customary transaction fees. The repurchase price payable by Bandwidth will be paid in cash. The Company has previously entered into capped call…

Results of Operations and Financial Condition. On February 20, 2025, Bandwidth Inc. (the “Company”) issued a press release reporting its financial results for the fourth quarter and full year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherw…

Chief Operating Officer — Devesh Agarwal: Devesh Agarwal was promoted to Chief Operating Officer with increased compensation.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The information set forth above under

Results of Operations and Financial Condition. On October 31, 2024, Bandwidth Inc. issued a press release reporting its financial results for the third quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities…

Entry into a Material Definitive Agreement. On October 28, 2024, Bandwidth Inc. (the “Company”) entered into a second amendment (the “Credit Agreement Amendment”) to the credit agreement (as amended, the “Credit Agreement”) among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent, swingline lender and letters of credit issuer, with BofA Securities, Inc. and Wells Fargo Se…

Results of Operations and Financial Condition. On August 1, 2024, Bandwidth Inc. issued a press release reporting its financial results for the second quarter ended June 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of tha…