Entry into a Material Definitive Agreement · Results of Operations and Financial Condition · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 1.01 Entry into a Material Definitive Agreement. On October 26, 2026, Bandwidth Inc. (the “Company”) entered into a fourth amendment (the “Credit Agreement Amendment”) to that certain Credit Agreement (as amended by the Credit Agreement Amendment, the “Credit Agreement”) by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the lenders from time to time pa…
Filed Oct 29, 2026Accepted Oct 29, 2026, 7:01 AM EDTCIK 1514416Accession 0001514416-26-000080
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On October 26, 2026, Bandwidth Inc. (the “Company”) entered into a fourth amendment (the “Credit Agreement Amendment”) to that certain Credit Agreement (as amended by the Credit Agreement Amendment, the “Credit Agreement”) by and 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., as sole lead arranger and sole bookrunner. Effective as of October 26, 2026, the Credit Agreement was amended, with notable amendments including the following:
• increase the aggregate revolving credit commitments from $150.0 million to $200.0 million;
• extend the maturity date to October 26, 2031;
• delete the term “SOFR Adjustment” from the Credit Agreement and remove all references thereto from the Credit Agreement; and
• increase the basket in Section 7.02(e) of the Credit Agreement from the greater of (A) $5,000,000 and (B) 10% of TTM Consolidated EBITDA (as defined in the Credit Agreement) to the greater of (A) $10,000,000 and (B) 10% of TTM Consolidated EBITDA.
This summary of the Credit Agreement Amendment is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, dated as of October 26, 2026, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.
Item 2.02Item 2.02 - Results of Operations
Item 2.02 Results of Operations and Financial Condition.
On October 29, 2026, the Company issued a press release reporting its financial results for the third quarter ended September 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 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.