Bandwidth Inc.

Item 1.01 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 Securities, LLC as Joint Lead Arrangers and Joint Bookrunners. Effective as of July 25, 2026, the Credit Agreement was amended to increase the aggregate amount of certain restricted payments the Company is permitted to make in any fiscal year from $20.0 million to $40.0 million, or if greater, 20% of TTM consolidated EBITDA, subject to the Company maintaining a pro forma consolidated senior secured leverage ratio at least 0.50 to 1.00 inside the maximum then-applicable consolidated senior secured leverage ratio covenant. Except as described above, the terms of any loans under the Credit Agreement are unmodified and remain in full force and effect. This summary of the Credit Agreement Amendment is qualified in its entirety by reference to the full text of the Third Amendment to Credit Agreement, dated as of July 25, 2026, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.

Item 2.02 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 section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 24, 2026, R. Brandon Asbill notified the Company of his decision to retire from his role as General Counsel and Secretary, effective December 31, 2026. Mr. Asbill’s decision to retire was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. The Company is deeply grateful for Mr. Asbill’s dedicated service and the many contributions he has made throughout his tenure. The Board of Directors and management team thank Mr. Asbill for his leadership, counsel, and commitment to the Company, and extend their sincere best wishes to him in his retirement. To ensure a smooth and orderly transition, Mr. Asbill will continue to serve in his current role through his retirement date and will support the Company in the transition of his responsibilities.