Bandwidth Inc
For the period ended Dec 31, 2023. Filed Feb 28, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 28, 2024
BAND$43.57+4.1%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
- Financial Statements
See Index to Financial Statements at Item 8 herein.
- Financial Statement Schedules
Schedules not listed above have been omitted because they are not required, not applicable, or the required information is otherwise included.
- Exhibits
Exhibit Index
| Exhibitnumber | Description of Exhibit | Form | File No. | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 2.1 | Reorganization Agreement, dated as of November 30, 2016, by and between Bandwidth.com, Inc. and Republic Wireless, Inc. | S-1 | 333-220945 | 2.1 | 10/13/2017 |
| 2.2 | Share Purchase Agreement, by and between Bandwidth Inc. and Voicebox S.à r.l, Mr Itay Rosenfeld, Mr Stefaan Konings, Mr Dirk Hermans, Mr Gaetan Brichet and Stichting Administratiekantoor Voice, dated October 12, 2020. | 8-K | 001-38285 | 2.1 | 10/13/2020 |
| 3.1 | Second Amended and Restated Certificate of Incorporation. | 10-Q | 001-38285 | 3.1 | 12/14/2017 |
| 3.2 | Third Amended and Restated Bylaws. | 8-K | 001-38285 | 3.1 | 11/2/2023 |
| 4.1 | Investors’ Rights Agreement. | S-1 | 333-220945 | 4.2 | 10/13/2017 |
| 4.2 | Form of Buy-Sell Agreement. | S-1 | 333-220945 | 4.3 | 10/13/2017 |
| 4.3 | Description of Registrant’s Securities. | Filed herewith | |||
| 4.4 | Indenture, dated February 28, 2020, between Bandwidth Inc. and Wilmington Trust, National Association | 8-K | 001-38285 | 4.1 | 3/2/2020 |
| 4.5 | Form of 0.250% Convertible Senior Notes due March 1, 2026 (included as Exhibit A to Exhibit 4.1) | 8-K | 001-38285 | 4.2 | 3/2/2020 |
| 4.6 | Indenture, dated March 16, 2021, between Bandwidth Inc. and Wilmington Trust, National Association. | 8-K | 001-38285 | 4.1 | 3/16/2021 |
| 4.7 | Form of 0.50% Convertible Senior Notes due April 1, 2028 (included as Exhibit A to Exhibit 4.1). | 8-K | 001-38285 | 4.2 | 3/16/2021 |
| 10.1 | Form of Indemnification and Advancement Agreement between Bandwidth Inc. and its directors and certain officers. | 10-K | 001-38285 | 10.1 | 2/25/2022 |
| 10.2 | 2010 Equity Compensation Plan and forms of awards thereunder. | S-1 | 333-220945 | 10.4 | 10/13/2017 |
| 10.3 | Employment Agreement, dated as of January 1, 2015, as amended on March 9, 2017, by and between Bandwidth.com, Inc. and David A. Morken. | S-1 | 333-220945 | 10.8 | 10/13/2017 |
| 10.4 | Office Lease, by and between Venture Center LLC and Bandwidth.com, Inc., dated January 22, 2013, as amended to date. | S-1 | 333-220945 | 10.11 | 10/13/2017 |
| 10.5 | Form of Conversion Lock-up Agreement between Bandwidth Inc. and the Key Holders. | S-1A | 333-220945 | 10.2 | 10/30/2017 |
| 10.6 | Office Lease, by and between Keystone-Centennial II, LLC and Bandwidth.com, Inc., dated January 12, 2018. | 10-K | 001-38285 | 10.22 | 2/26/2018 |
| 10.7 | Office Lease, by and between WP Propco III, LLC and Bandwidth Inc., dated January 1, 2019, Venture III amendment. | 10-K | 001-38285 | 10.23 | 2/15/2019 |
| 10.8 | Office Lease, by and between WP Propco III, LLC and Bandwidth Inc., dated January 1, 2019, Venture I amendment. | 10-K | 001-38285 | 10.24 | 2/15/2019 |
| 10.9 | Bill of Sale, dated May 29, 2019. | 8-K | 001-38285 | 10.2 | 6/3/2019 |
| 10.10 | Employment Agreement, dated as of December 6, 2019, by and between Bandwidth.com, Inc. and Rebecca Bottorff. | 10-K | 001-38285 | 10.30 | 2/21/2020 |
| 10.11 | Confirmation of Base Capped Call Transaction, dated February 25, 2020, between Bandwidth Inc. and Barclays Bank PLC. | 8-K | 001-38285 | 10.1 | 3/2/2020 |
| 10.12 | Confirmation of Base Capped Call Transaction, dated February 25, 2020, between Bandwidth Inc. and JPMorgan Chase Bank, National Association, New York Branch. | 8-K | 001-38285 | 10.2 | 3/2/2020 |
| 10.13 | Confirmation of Base Capped Call Transaction, dated February 25, 2020, between Bandwidth Inc. and Bank of Montreal. | 8-K | 001-38285 | 10.3 | 3/2/2020 |
| 10.14 | Confirmation of Base Capped Call Transaction, dated February 25, 2020, between Bandwidth Inc. and Morgan Stanley & Co. LLC. | 8-K | 001-38285 | 10.4 | 3/2/2020 |
| 10.15 | Confirmation of Base Capped Call Transaction, dated February 25, 2020, between Bandwidth Inc. and Goldman Sachs & Co. LLC. | 8-K | 001-38285 | 10.5 | 3/2/2020 |
| 10.16 | Confirmation of Additional Capped Call Transaction, dated February 26, 2020, between Bandwidth Inc. and Barclays Bank PLC. | 8-K | 001-38285 | 10.6 | 3/2/2020 |
| 10.17 | Confirmation of Additional Capped Call Transaction, dated February 26, 2020, between Bandwidth Inc. and JPMorgan Chase Bank, National Association, New York Branch. | 8-K | 001-38285 | 10.7 | 3/2/2020 |
| 10.18 | Confirmation of Additional Capped Call Transaction, dated February 26, 2020, between Bandwidth Inc. and Bank of Montreal. | 8-K | 001-38285 | 10.8 | 3/2/2020 |
| 10.19 | Confirmation of Additional Capped Call Transaction, dated February 26, 2020, between Bandwidth Inc. and Morgan Stanley & Co. LLC. | 8-K | 001-38285 | 10.9 | 3/2/2020 |
| 10.20 | Confirmation of Additional Capped Call Transaction, dated February 26, 2020, between Bandwidth Inc. and Goldman Sachs & Co. LLC. | 8-K | 001-38285 | 10.10 | 3/2/2020 |
| 10.21 | Purchase and Sale Agreement with the State of North Carolina, dated June 15, 2020. | 8-K | 001-38285 | 10.1 | 6/17/2020 |
| 10.22 | Management Warranty Deed, by and between Bandwidth Inc. and Mr Itay Rosenfeld, Mr Stefaan Konings, Mr Dirk Hermans and Mr Gaetan Brichet, dated October 12, 2020. | 8-K | 001-38285 | 10.1 | 10/13/2020 |
| 10.23 | Registration Rights Agreement, by and between Bandwidth Inc. and Voicebox S.á r.l, dated Octonber 12, 2020. | 8-K | 001-38285 | 10.2 | 10/13/2020 |
| 10.24 | Confirmation of Base Capped Call Transaction, dated March 11, 2021, between Bandwidth Inc. and Bank of Montreal. | 8-K | 001-38285 | 10.1 | 3/16/2021 |
| 10.25 | Confirmation of Base Capped Call Transaction, dated March 11, 2021, between Bandwidth Inc. and Citibank, N.A. | 8-K | 001-38285 | 10.2 | 3/16/2021 |
| 10.26 | Confirmation of Base Capped Call Transaction, dated March 11, 2021, between Bandwidth Inc. and Goldman Sachs & Co. LLC. | 8-K | 001-38285 | 10.3 | 3/16/2021 |
| 10.27 | Confirmation of Base Capped Call Transaction, dated March 11, 2021, between Bandwidth Inc. and Morgan Stanley & Co. LLC. | 8-K | 001-38285 | 10.4 | 3/16/2021 |
| 10.28^ | Purchase and Sale Agreement dated May 27, 2021, between Bandwidth Inc. and USEF Edwards Mill Owner, LLC. | 8-K | 001-38285 | 10.1 | 5/28/2021 |
| 10.29^ | Lease Agreement dated May 27, 2021, between Bandwidth Inc. and USEF Edwards Mill Owner, LLC. | 8-K | 001-38285 | 10.2 | 5/28/2021 |
| 10.30 | Escrow Agreement dated May 27, 2021, between Bandwidth Inc., USEF Edwards Mill Owner, LLC and Chicago Title Insurance Company. | 8-K | 001-38285 | 10.3 | 5/28/2021 |
| 10.31 | Employment Agreement, dated July 6, 2021, between the Company and Daryl Raiford. | 8-K | 001-38285 | 10.1 | 7/8/2021 |
| 10.32 | Employment Agreement, dated February 22, 2022, between the Company and Anthony F. Bartolo. | 8-K | 001-38285 | 10.1 | 2/22/2022 |
| 10.33 | Employment Agreement, dated February 24, 2022, between the Company and R. Brandon Asbill. | 10-K | 001-38285 | 10.52 | 2/25/2022 |
| 10.34 | First Amendment to Lease Agreement, dated April 21, 2022, between Bandwidth Inc. and USEF Edwards Mill Owner, LLC. | 10-Q | 001-38285 | 10.3 | 5/6/2022 |
| 10.35 | First Amendment to Escrow Agreement, dated April 21, 2022, between Bandwidth Inc., USEF Edwards Mill Owner, LLC and Chicago Title Insurance Company. | 10-Q | 001-38285 | 10.4 | 5/6/2022 |
| 10.36 | Forms of Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement. | 10-K | 001-38285 | 10.5 | 2/23/2023 |
| 10.37 | First Amendment to Employment Agreement, dated March 24, 2022, between the Company and Anthony F. Bartolo. | 10-K | 001-38285 | 10.51 | 2/23/2023 |
| 10.38 | First Amendment to Employment Agreement, dated March 25, 2022, between the Company and Daryl E. Raiford. | 10-K | 001-38285 | 10.52 | 2/23/2023 |
| 10.39 | Second Amendment to Lease Agreement, dated March 31, 2023, between Bandwidth Inc. and USEF Edwards Mill Owner, LLC. | 10-Q | 001-38285 | 10.1 | 5/3/2023 |
| 10.40 | Second Amended and Restated 2017 Incentive Award Plan. | 10-Q | 001-38285 | 10.1 | 8/3/2023 |
| 10.41^ | Credit Agreement among Bandwidth Inc., certain subsidiaries of Bandwidth Inc., the several lenders from time to time party thereto, and Bank of America, N.A., dated as of August 1, 2023. | 10-Q | 001-38285 | 10.2^ | 8/3/2023 |
| 10.42 | Second Amendment to Employment Agreement, dated February 26, 2024, between the Company and David A. Morken. | Filed herewith | |||
| 21.1 | List of subsidiaries of Bandwidth Inc. | Filed herewith | |||
| 23.1 | Consent of Ernst & Young LLP, Independent RegisteredPublic Accounting Firm. | Filed herewith | |||
| 23.2 | Consent of KPMG LLP, Independent Registered Public Accounting Firm. | 8-K/A | 001-38285 | 23.1 | 1/14/2021 |
| 31.1 | Certificate of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith | |||
| 31.2 | Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith | |||
| 32.1* | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 2002. | Furnished herewith |
| 97.1 | Policy for Recovery of Erroneously Awarded Compensation, effective as of October 2, 2023. | Filed herewith |
| 101.INS | XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL Document. | Filed herewith |
| 101.SCH | XBRL Taxonomy Schema Document. | Filed herewith |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | Filed herewith |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | Filed herewith |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | Filed herewith |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | Filed herewith |
^ Certain of the exhibits to Exhibit 10.28, 10.29 and 10.41, as applicable, have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits to the SEC upon its request.
*The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.