Bandwidth Inc.
For the period ended Jun 30, 2026. Filed Jul 29, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Jul 29, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-04-30.
0001514416-26-000035
Item 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-07-29.
0001514416-26-000057
Item 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 133 previous paragraphs and 150 current paragraphs.
91 unchanged; 34 reworded; 16 added; 6 removed; 2 previous and 9 current paragraphs rearranged.
Tables are not compared: 10 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
Issuance of 2032 Convertible Notes
Current report
On June 18, 2026, we issued $316 million aggregate principal amount of 0% Convertible Notes due July 1, 2032 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act (the “2032 Convertible Notes”). The total net proceeds from the 2032 Convertible Notes, after deducting initial purchaser discounts, costs related to the 2032 Capped Calls (as defined herein), and debt issuance costs paid by us, were approximately $282 million.
Current report
For the six months ended June 30, 2026 and 2025, our effective tax rate was (197.0)% and (0.8)%, respectively. For the six months ended June 30, 2026 and 2025, our income tax benefit was $4 million and our income tax expense was less than $1 million, respectively. The increase in tax benefit is primarily due to favorable U.S. federal and state tax law changes as a result of the OBBBA.
Current report
For the three months ended June 30, 2026, our messaging surcharges revenue increased by$24 million, or 54%, compared with the same period in 2025. This increase was primarily driven by higher commercial messaging activity, as well as increased carrier surcharges within the messaging ecosystem.
Current report
For the three months ended June 30, 2026, research and development expenses increased by$6 million, or 18%, compared with the same period in 2025. The increase was primarily from higher personnel-related expenses associated with increased research and development headcount to support continued investment in product innovation and platform development.
Current report
For the three months ended June 30, 2026, general and administrative expenses increased by $2 million, or 8%, compared with the same period in 2025, driven by higher headcount expenses in connection with ongoing operational support needs.
Current report
Comparison of the six months ended June 30, 2026 and 2025
Current report
Revenue
Current report
For the six months ended June 30, 2026, general and administrative expenses increased by$2 million, or 5%, compared with the same period in 2025, driven by higher headcount expenses in connection with ongoing operational support needs.
Current report
Interest Expense, Net
Current report
Income Tax Benefit (Provision)
Current report
In March 2026, we repaid the remaining$8 million aggregate principal amount of the 2026 Convertible Notes. We also repurchased $100 million aggregate principal amount of the 2028 Convertible Notes for an aggregate cash price of$92 million, reducing the outstanding principal balance to approximately $150 million.
Current report
For the six months ended June 30, 2026, net cash provided by financing activities was$41 million, primarily reflecting net proceeds of $282 million from the issuance of the 2032 Convertible Notes, after debt issuance costs and capped call payments, partially offset by $216 million used to repurchase the 2028 Convertible Notes. We also used $20 million for share repurchases under our share repurchase program and $5 million for tax withholdings on vested employee awards.
Current report
•stock-based compensation and related payroll taxes;
Current report
•income tax (benefit) provision;
Current report
•stock-based compensation expense and related payroll taxes;
Removed paragraphs (6)
Previous report
Operating Expenses
Previous report
Operating Expenses
Previous report
Income Tax Benefit
Previous report
For the three months ended March 31, 2026, net cash used in financing activities was$60 million, driven primarily by$100 million used to complete the 2026 Repurchases and $11 million used for tax withholdings on vested employee awards and share repurchases under the share repurchase program. These cash outflows were partially offset by $51 million of cash from borrowings under our Credit Facility to fund the 2026 Repurchases.
Previous report
•stock-based compensation;
Previous report
•stock-based compensation expense;
Reworded paragraphs (34)
Previous wording
For the three months ended March 31, 2026 and 2025, total revenue was $209 million and $174 million, respectively, representing an increase of 20% between periods. For the three months ended March 31, 2026 and 2025, net income was$4 million and net loss was $4 million, respectively.
Current wording
For the three months ended June 30, 2026 and 2025, total revenue was $220 million and $180 million, respectively, representing an increase of 22% between periods. For the three months ended June 30, 2026 and 2025, net income was$2 million and net loss was $5 million, respectively. For the six months ended June 30, 2026 and 2025, total revenue was $429 million and $354 million, respectively, representing an increase of 21% between periods. For the six months ended June 30, 2026 and 2025, net income was $7 million and net loss was $9 million, respectively.
Previous wording
During February 2026, our board of directors authorized a share repurchase program to repurchase up to $80.0 million in aggregate value of our Class A common stock, subject to market conditions, contractual restrictions and other factors. The repurchases may be made from time to time at the discretion of management through open market purchases, block trades, privately negotiated transactions, Rule 10b5-1 plans or other means.
Current wording
During February 2026, our board of directors authorized a share repurchase program to repurchase up to $80 million in aggregate value of our Class A common stock, subject to market conditions, contractual restrictions and other factors. The repurchases may be made from time to time at the discretion of management through open market purchases, block trades, privately negotiated transactions, Rule 10b5-1 plans or other means.
Previous wording
During the three months ended March 31, 2026, we repurchased 313,936 shares of our Class A common stock at an average price of $15.93 per share, excluding commissions, for an aggregate purchase price of $5 million. As of March 31, 2026, approximately $75 million remained available for repurchases under the share repurchase program.
Current wording
During the three months ended June 30, 2026, we repurchased 262,858 shares of our Class A common stock at an average price of $57.06 per share, excluding commissions, for an aggregate purchase price of $15 million. During the six months ended June 30, 2026, we repurchased 576,794 shares of our Class A common stock at an average price of $34.67 per share, excluding commissions, for an aggregate purchase price of $20 million. As of June 30, 2026, approximately $60 million remained available for repurchases under the share repurchase program.
Previous wording
Repurchase of 2026 and 2028 Convertible Notes
Current wording
Repurchase of 2028 Convertible Notes
Previous wording
On March 1, 2026, the 2026 Convertible Notes matured and the related 2026 Capped Calls expired. The aggregate remaining outstanding principal amount of$7.6 million of 2026 Convertible Notes, along with all accrued and unpaid interest, was settled in full in cash. As of March 31, 2026, no 2026 Convertible Notes remain outstanding.
Current wording
On March 1, 2026, the 2026 Convertible Notes matured and the related 2026 Capped Calls expired. The aggregate remaining outstanding principal amount of$8 million of 2026 Convertible Notes, along with all accrued and unpaid interest, was settled in full in cash. As of June 30, 2026, no 2026 Convertible Notes remain outstanding.
Previous wording
During March 2026, we entered into separate, privately negotiated repurchase agreements with a limited number of holders of the 2028 Convertible Notes (the “2026 Repurchases”) to repurchase approximately $100 million aggregate principal amount of the 2028 Convertible Notes for an aggregate cash price of approximately $92 million. The 2026 Repurchases closed on March 4, 2026. Following the 2026 Repurchases, approximately $150 million aggregate principal amount of the 2028 Convertible Notes remains outstanding.
Current wording
During March 2026, we entered into separate, privately negotiated repurchase agreements with a limited number of holders of the 2028 Convertible Notes (the “March 2026 Repurchases”) to repurchase approximately $100 million aggregate principal amount of the 2028 Convertible Notes for an aggregate cash price of approximately $92 million. The March 2026 Repurchases closed on March 4, 2026.
Previous wording
The difference between the consideration used for the 2026 Repurchases and the carrying value of the 2028 Convertible Notes resulted in a gain of $7 million recorded within net gain on extinguishment of debt on our consolidated statements of operations for the three months ended March 31, 2026.
Current wording
In the aggregate, the difference between the consideration used for the March 2026 Repurchases and June 2026 Repurchases, and the carrying value of the 2028 Convertible Notes resulted in a gain of $12 million recorded within net gain on extinguishment of debt on our condensed consolidated statements of operations for the six months ended June 30, 2026. Following the March 2026 Repurchases and June 2026 Repurchases, approximately $28 million aggregate principal amount of the 2028 Convertible Notes remains outstanding.
Previous wording
We believe net retention rate is useful in evaluating our business. For the three months ended March 31, 2026 and 2025, our net retention rate was 102% and 116%, respectively. The decrease in our net retention rate was driven by less political messaging over the previous four quarters relative to the prior year.
Current wording
We believe net retention rate is useful in evaluating our business. For the three months ended June 30, 2026 and 2025, our net retention rate was 107% and 112%, respectively. The decrease in our net retention rate was driven by less political messaging over the previous four quarters relative to the prior year.
Previous wording
For the three months ended March 31, 2026 and 2025, we generated 74% and 73%, respectively, of our cloud communications revenue from reoccurring sources. The large bulk of our remaining cloud communications revenue is generated from recurring monthly charges.
Current wording
For the three months ended June 30, 2026 and 2025, we generated 74% and 73%, respectively, of our cloud communications revenue from reoccurring sources. For the six months ended June 30, 2026 and 2025, we generated 74% and 73%, respectively, of our cloud communications revenue from reoccurring sources. The large bulk of our remaining cloud communications revenue is generated from recurring monthly charges.
Previous wording
We recognize accounts receivable at the time the customer is invoiced. Additionally, we record a receivable for unbilled revenue if services have been delivered and are billable in subsequent periods. Unbilled revenue made up 61% and 57%, of outstanding accounts receivable, net of allowance, as of March 31, 2026 and 2025, respectively.
Current wording
We recognize accounts receivable at the time the customer is invoiced. Additionally, we record a receivable for unbilled revenue if services have been delivered and are billable in subsequent periods. Unbilled revenue made up 59% and 55%, of outstanding accounts receivable, net of allowance, as of June 30, 2026 and 2025, respectively.
Previous wording
For the three months ended March 31, 2026 and 2025, our effective tax rate was (58.9)% and 1.8%, respectively. For the three months ended March 31, 2026 and 2025, our income tax benefit was$2 million and less than $1 million, respectively. The increase in tax benefit is primarily due to favorable U.S. federal and state tax law changes as a result of the One Big Beautiful Bill Act (“OBBBA”).
Current wording
For the three months ended June 30, 2026 and 2025, our effective tax rate was 693.8% and (2.8)%, respectively. For the three months ended June 30, 2026 and 2025, our income tax benefit was $3 million and our income tax expense was less than $1 million, respectively. The increase in tax benefit is primarily due to favorable U.S. federal and state tax law changes as a result of the One Big Beautiful Bill Act (“OBBBA”).
Previous wording
For the three months ended March 31, 2026, our cloud communications revenue increased by$17 million, or 13%, compared with the same period in 2025. Within cloud communications revenue, our Global Voice Plans revenue grew by 12% and was driven by higher voice traffic on our network. Our Programmable Messaging revenue increased by 15% largely from higher civic engagement related commercial messaging during the quarter. Our Enterprise Voice revenue grew by 14%, reflecting strong momentum as customers increasingly choose Maestro for its flexibility and vendor-agnostic UCaaS/CCaaS model.
Current wording
For the three months ended June 30, 2026, our cloud communications revenue increased by$16 million, or 12%, compared with the same period in 2025. Within cloud communications revenue, our Global Voice Plans revenue grew by 10% and was driven by higher voice traffic on our network. Our Programmable Messaging revenue increased by 22% benefiting from elevated commercial messaging activity during the quarter. Our Enterprise Voice revenue grew by 8%, remaining constructive as customers increasingly chose Maestro for its software-driven orchestration layer that enables resilient, scalable global voice communications.
Previous wording
For the three months ended March 31, 2026, our average annual customer revenue was $0.2 million, which increased by 7% compared with the same period in 2025, as a result of our strategy to attract and retain larger customers who provide revenue scale and enhanced profitability.
Current wording
For the three months ended June 30, 2026, our average annual customer revenue was $0.3 million, which increased by 11% compared with the same period in 2025, as a result of our strategy to attract and retain larger customers who provide revenue scale and enhanced profitability.
Previous wording
For the three months ended March 31, 2026, total cost of revenue increased by$28 million, compared with the same period in 2025, driven by higher pass-through messaging surcharges of$18 million primarily from carrier surcharge rate increases. Thecombination of changes in total revenue and total cost of revenue yielded an increase in total gross profit of$6 million, or 9% from the same period in 2025, driven byongoing efficiencies and improved unit economics as we successfully scale larger volumes of voice traffic on our network.
Current wording
For the three months ended June 30, 2026, total cost of revenue increased by$33 million, compared with the same period in 2025, driven by higher pass-through messaging surcharges of$23 million primarily from higher commercial messaging activity. Thecombination of changes in total revenue and total cost of revenue yielded an increase in total gross profit of$7 million, or 10% from the same period in 2025, driven byhigher cloud communications revenue.
Previous wording
For the three months ended March 31, 2026, our total gross margin percentage of 37% decreased by 4%, compared with the same period in 2025, driven by higher pass-through messaging surcharges within the total revenue mix.
Current wording
For the three months ended June 30, 2026, our total gross margin percentage of 36% decreased by 4%, compared with the same period in 2025, driven by higher pass-through messaging surcharges within the total revenue mix.
Previous wording
As a percentage of revenue, total operating expenses for the three months ended March 31, 2026 and 2025 were 40% and 44%, respectively.
Current wording
As a percentage of revenue, total operating expenses for the three months ended June 30, 2026 and 2025 were 38% and 42%, respectively.
Previous wording
For the three months ended March 31, 2026, general and administrative expenses increased by less than $1 million, or 2%, compared with the same period in 2025.
Current wording
For the three months ended June 30, 2026, sales and marketing expenses increased by $1 million, or 2%, compared with the same period in 2025, primarily due to primarily due to higher non-headcount operating expenses.
Previous wording
For the three months ended March 31, 2026, we recognized an income tax benefit of$2 million, an increase of $1 million compared with the same period in 2025. The resulting effective tax rate for the three months ended March 31, 2026 was (58.9)%, compared with 1.8% for the three months ended March 31,2025. The increase in income tax benefit was primarily due to favorable U.S. federal and state tax law changes as a result of the OBBBA.
Current wording
For the three months ended June 30, 2026, we recognized an income tax benefit of$3 million, an increase of $3 million compared with the same period in 2025. The resulting effective tax rate for the three months ended June 30, 2026 was 693.8%, compared with (2.8)% for the three months ended June 30, 2025. The increase in income tax benefit was primarily due to favorable U.S. federal and state tax law changes as a result of the OBBBA.
Previous wording
For the three months ended March 31, 2026, the effective tax rate of (58.9)% differed from the federal statutory rate of 21% in the U.S. primarily due to the valuation allowance recorded against our U.S. federal and state net deferred tax assets, as well as differences in statutory income tax rates across foreign jurisdictions.
Current wording
For the three months ended June 30, 2026, the effective tax rate of 693.8% differed from the federal statutory rate of 21% in the U.S. primarily due to the valuation allowance recorded against our U.S. federal and state net deferred tax assets, as well as differences in statutory income tax rates across foreign jurisdictions.
Previous wording
For the three months ended March 31, 2026, our messaging surcharges revenue increased by$18 million, or 44%, compared with the same period in 2025. This increase was primarily driven by higher civic engagement related commercial messaging and higher surcharge fees imposed by certain carriers within the messaging ecosystem.
Current wording
For the six months ended June 30, 2026, our messaging surcharges revenue increased by$42 million, or 49%, compared with the same period in 2025. This increase was primarily driven by higher commercial messaging activity and higher surcharge fees imposed by certain carriers within the messaging ecosystem.
Previous wording
For the three months ended March 31, 2026, research and development expenses increased by$8 million, or 26%, compared with the same period in 2025. Our continued investment in evolving our network infrastructure was the key driver behind this increase.
Current wording
For the six months ended June 30, 2026, research and development expenses increased by$13 million, or 22%, compared with the same period in 2025. Our continued investment in evolving our network infrastructure was the key driver behind this increase.
Previous wording
For the three months ended March 31, 2026, sales and marketing expenses decreased by $2 million, or 7%, compared with the same period in 2025, primarily due to lower headcount expenses from lower average headcount during the period.
Current wording
For the six months ended June 30, 2026, sales and marketing expenses decreased by $1 million, or 3%, compared with the same period in 2025, primarily due to lower headcount expenses from lower average headcount during the period.
Previous wording
For the three months ended March 31, 2026, interest expense, net of interest income increased by less than $1 million compared with the same period in 2025, primarily from an increase in interest expense resulting from borrowing on our Credit Facility.
Current wording
For the six months ended June 30, 2026, interest expense, net of interest income increased by less than $1 million compared with the same period in 2025, primarily from an increase in interest expense resulting from borrowing on our Credit Facility.
Previous wording
Our liquidity is provided by our cash flow from operations less expenditures for capital equipment, and supplemented by financing activities from time to time. Our cash flow from operations is driven by monthly payments from customers for communication services consumed during the period. Our primary uses of cash include operating costs, such as fees paid to other network service providers, network operations costs, personnel costs and facility expenses, as well as the purchase of property, plant and equipment to support growth on our communications platform and repurchases of shares of our Class A common stock under our share repurchase program. As of March 31, 2026, we had cash and cash equivalents of $47 million and marketable securities of $3 million.
Current wording
Our liquidity is provided by our cash flow from operations less expenditures for capital equipment, and supplemented by financing activities from time to time. Our cash flow from operations is driven by monthly payments from customers for communication services consumed during the period. Our primary uses of cash include operating costs, such as fees paid to other network service providers, network operations costs, personnel costs and facility expenses, as well as the purchase of property, plant and equipment to support growth on our communications platform and repurchases of shares of our Class A common stock under our share repurchase program. As of June 30, 2026, we had cash and cash equivalents of $170 million and marketable securities of $4 million.
Previous wording
In August 2023, we entered into a credit agreement (as amended to date, the “Credit Agreement”), among the Company, as borrower, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent, swingline lender and letters of credit issuer, which provides for a $150 million revolving credit facility (the “Credit Facility”). As of March 31, 2026, we had $51 million outstanding borrowings under the Credit Facility and the available borrowing capacity was $99 million. See Note 7, “Debt,” to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information regarding the Credit Agreement, including a summary of the current terms of the Credit Facility.
Current wording
In August 2023, we entered into a credit agreement (as amended to date, the “Credit Agreement”), among the Company, as borrower, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent, swingline lender and letters of credit issuer, which provides for a $150 million revolving credit facility (the “Credit Facility”). As of June 30, 2026, we had no outstanding borrowings under the Credit Facility and the available borrowing capacity was $150 million. See Note 7, “Debt,” to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information regarding the Credit Agreement, including a summary of the current terms of the Credit Facility.
Previous wording
During March 2026, we repaid the remaining$8 million aggregate principal amount of the 2026 Convertible Notes. Additionally, during March 2026, we entered into the 2026 Repurchases to repurchase$100 million aggregate principal amount for an aggregate cash price of$92 million. The 2026 Repurchases closed on March 4, 2026. Following the 2026 Repurchases, approximately $150 million aggregate principal amount of the 2028 Convertible Notes remains outstanding. We may, at any time and from time to time, seek to retire or purchase our 2028 Convertible Notes through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Current wording
In June 2026, we issued $316 million aggregate principal amount of the 2032 Convertible Notes. The total net proceeds from the 2032 Convertible Notes, after deducting initial purchaser discounts, costs related to the 2032 Capped Calls (as defined herein), and debt issuance costs, paid by us, were approximately $282 million. We used approximately $122 million of those proceeds to repurchase additional 2028 Convertible Notes, reducing the outstanding principal balance to approximately $28 million. We may, at any time and from time to time, seek to retire or purchase our 2028 Convertible Notes or 2032 Convertible Notes through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Previous wording
Our principal future commitments consist of (i) an aggregate of $150 million in Convertible Notes, (ii) $447 million infuture minimum rent payments for ourcurrent office space, including a $440 millionnon-cancelable lease for our corporate headquarters, which commenced in the third quarter of 2023 and which will continue for an initial twenty (20) year term, and (iii) $20 million in non-cancelable purchase obligations and future minimum payments under contracts to various service providers. For additional information on these future contractual obligations, see Note 7,“Debt,” and Note 11,“Commitments and Contingencies,” to thecondensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Current wording
Our principal future commitments consist of (i) an aggregate of $344 million in Convertible Notes, (ii) $441 million infuture minimum rent payments for ourcurrent office space, including a $434 millionnon-cancelable lease for our corporate headquarters, which commenced in the third quarter of 2023 and which will continue for an initial twenty (20) year term, and (iii) $21 million in non-cancelable purchase obligations and future minimum payments under contracts to various service providers. For additional information on these future contractual obligations, see Note 7,“Debt,” and Note 11,“Commitments and Contingencies,” to thecondensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Previous wording
For the three months ended March 31, 2026, net cash provided by operating activities was$9 million and was generated by our aggregate results of $26 million during the period, net of (1) non-cash items comprising depreciation and amortization, non-cash reduction to the right-of-use asset, amortization of debt discount and issuance costs, stock-based compensation, deferred taxes and other, net gain on extinguishment of debt and (2) a$18 million cash outflow, primarily from lower operating liabilities and higher operating assets. Within operating liabilities, net cash used of $4 million was driven by $9 million of outflows from decreases in accounts payable, partially offset by $7 million of cash generated by increases in accrued expenses and other liabilities. The increase in accrued expenses and other liabilities was largely driven by the timing of payments and correlated with higher network usage. Within operating assets, the net cash used of $14 million was primarily driven by higher unbilled receivables balances of $10 million from higher usage amounts in the last month of the quarter ended March 31, 2026 and changes in prepaid expenses and other current assets of$4 million.
Current wording
For the six months ended June 30, 2026, net cash provided by operating activities was$38 million and was generated by our aggregate results of $52 million during the period, net of (1) non-cash items comprising depreciation and amortization, non-cash reduction to the right-of-use asset, amortization of debt discount and issuance costs, stock-based compensation, deferred taxes and other, net gain on extinguishment of debt and (2) a$14 million cash outflow, primarily from lower operating liabilities and higher operating assets. Within operating liabilities, net cash provided of $9 million was primarily attributable to an increase in accounts payable as a result ofthe timing of payments at quarter end. Within operating assets, the net cash used of $23 million was primarily driven by higher unbilled receivables balances of $19 million from higher usage amounts in the last month of the quarter ended June 30, 2026 and changes in prepaid expenses and other current assets of$4 million.
Previous wording
For the three months ended March 31, 2026, net cash used in investing activities was $4 million. Cash used in investing activities was primarily driven by cash used for the purchase of property, plant and equipment of$7 million and cash used for capitalized software development costs of$2 million, driven by investments in the communications platform, partially offset by cash generated from proceeds of marketable securities, net of purchases, of$5 million.
Current wording
For the six months ended June 30, 2026, net cash used in investing activities was $10 million, primarily reflecting $10 million of capital expenditures for property, plant and equipment and $5 million of capitalized software development costs related to investments in our communications platform, partially offset by $4 million of net proceeds from marketable securities.
Previous wording
In our calculation of Non-GAAP gross profit and Non-GAAP gross margin, we eliminate the impact of depreciation and amortization, amortization of acquired intangible assets related to acquisitions, stock-based compensation, pass-through messaging surcharges, and all significant non-cash items, because we do not consider them indicative of our core operating performance. The exclusion of these items facilitates comparisons of our operating performance on a period-to-period basis. Management uses Non-GAAP gross profit and Non-GAAP gross margin to evaluate operating performance and to determine resource allocation among our various service offerings. We believe Non-GAAP gross profit and Non-GAAP gross margin provide useful information to investors and others to understand and evaluate our operating results in the same manner as our management and board of directors and allows for better comparison of financial results among our competitors. Non-GAAP gross profit and Non-GAAP gross margin may not be comparable to similarly titled measures of other companies because other companies may not calculate Non-GAAP gross profit and Non-GAAP gross margin or similarly titled measures in the same manner we do.
Current wording
In our calculation of Non-GAAP gross profit and Non-GAAP gross margin, we eliminate the impact of depreciation and amortization, amortization of acquired intangible assets related to acquisitions, stock-based compensation and related payroll taxes, pass-through messaging surcharges, and all significant non-cash items, because we do not consider them indicative of our core operating performance. The exclusion of these items facilitates comparisons of our operating performance on a period-to-period basis. Management uses Non-GAAP gross profit and Non-GAAP gross margin to evaluate operating performance and to determine resource allocation among our various service offerings. We believe Non-GAAP gross profit and Non-GAAP gross margin provide useful information to investors and others to understand and evaluate our operating results in the same manner as our management and board of directors and allows for better comparison of financial results among our competitors. Non-GAAP gross profit and Non-GAAP gross margin may not be comparable to similarly titled measures of other companies because other companies may not calculate Non-GAAP gross profit and Non-GAAP gross margin or similarly titled measures in the same manner we do.
Previous wording
(1) Calculated by dividing Non-GAAP gross profit by cloud communications revenue of $150 million and $133 million for the three months ended March 31, 2026 and 2025, respectively.
Current wording
(1) Calculated by dividing Non-GAAP gross profit by cloud communications revenue of $152 million and $302 million for the three and six months ended June 30, 2026, respectively, and $136 million and $269 million for the three and six months ended June 30, 2025, respectively.
Previous wording
(1)Non-recurring items not indicative of ongoing operations and other include (i) $(0.6) million of foreign exchange charges primarily related to balance sheet revaluations during the three months ended March 31, 2026, (ii) $0.2 million and less than $0.1 million of losses on disposals of property, plant and equipment during the three months ended March 31, 2026 and 2025, respectively, and (iii) $0.5 million of nonrecurring litigation expense during the three months ended March 31, 2025.
Current wording
(1)Non-recurring items not indicative of ongoing operations and other include (i) $(0.8) million and $(1.4) million of foreign exchange charges primarily related to balance sheet revaluations during the three and six months ended June 30, 2026, respectively, (ii) less than $0.1 million and $0.2 million of losses on disposals of property, plant and equipment during the three and six months ended June 30, 2026, respectively, (iii) $0.2 million of losses on disposals of property, plant and equipment during the three and six months ended June 30, 2025, (iv) $0.1 million of losses on sale of business during the three and six months ended June 30, 2025, and (v) $0.5 million of nonrecurring litigation expense during the six months ended June 30, 2025.
Previous wording
(2) The estimated tax-effect of adjustments is determined by recalculating the tax provision on a Non-GAAP basis. The Non-GAAP effective income tax rate was 20.6% and 19.4% for the three months ended March 31, 2026 and 2025, respectively. We analyze the Non-GAAP valuation allowance position on a quarterly basis. As of March 31, 2026, we have no valuation allowance against our deferred tax assets for Non-GAAP purposes.
Current wording
(2) The estimated tax-effect of adjustments is determined by recalculating the tax provision on a Non-GAAP basis. The Non-GAAP effective income tax rate was 20.1% and 13.9% for the six months ended June 30, 2026 and 2025, respectively. We analyze the Non-GAAP valuation allowance position on a quarterly basis. As of June 30, 2026, we have no valuation allowance against our deferred tax assets for Non-GAAP purposes.
Previous wording
(1)Non-recurring items not indicative of ongoing operations and other include (i) $(0.6) million of foreign exchange charges primarily related to balance sheet revaluations during the three months ended March 31, 2026, (ii) $0.2 million and less than $0.1 million of losses on disposals of property, plant and equipment during the three months ended March 31, 2026 and 2025, respectively, and (iii) $0.5 million of nonrecurring litigation expense during the three months ended March 31, 2025.
Current wording
(1)Non-recurring items not indicative of ongoing operations and other include (i) $(0.8) million and $(1.4) million of foreign exchange charges primarily related to balance sheet revaluations during the three and six months ended June 30, 2026, respectively, (ii) less than $0.1 million and $0.2 million of losses on disposals of property, plant and equipment during the three and six months ended June 30, 2026, respectively, (iii) $0.2 million of losses on disposals of property, plant and equipment during the three and six months ended June 30, 2025, (iv) $0.1 million of losses on sale of business during the three and six months ended June 30, 2025, and (v) $0.5 million of nonrecurring litigation expense during the six months ended June 30, 2025.
Rearranged current paragraphs (9)
Current report — wording carried from elsewhere
During June 2026, we entered into separate, privately negotiated repurchase agreements with a limited number of holders of the 2028 Convertible Notes (the “June 2026 Repurchases”) to repurchase approximately$122 million aggregate principal amount of the 2028 Convertible Notes for an aggregate cash price of approximately$116 million. The June 2026 Repurchases closed on June 18, 2026.
Current report — wording carried from elsewhere
For the three months ended June 30, 2026, interest expense, net of interest income increased by less than $1 million compared with the same period in 2025, primarily from an increase in interest expense resulting from borrowing on our Credit Facility (as defined herein).
Current report — wording carried from elsewhere
For the six months ended June 30, 2026, our cloud communications revenue increased by$33 million, or 12%, compared with the same period in 2025. Within cloud communications revenue, our Global Voice Plans revenue grew by 11% and was driven by higher voice traffic on our network. Our Programmable Messaging revenue increased by 18%, benefiting from elevated commercial messaging activity during the quarter. Our Enterprise Voice revenue grew by 11%, remaining constructive as customers increasingly chose Maestro for its software-driven orchestration layer that enables resilient, scalable global voice communications.
Current report — wording carried from elsewhere
For the six months ended June 30, 2026, total cost of revenue increased by$61 million, compared with the same period in 2025, driven by higher pass-through messaging surcharges of$41 million primarily from higher commercial messaging activity. Thecombination of changes in total revenue and total cost of revenue yielded an increase in total gross profit of$13 million, or 9%, from the same period in 2025, driven byhigher cloud communications revenue.
Current report — wording carried from elsewhere
For the six months ended June 30, 2026, our total gross margin percentage of 36% decreased by 4% compared with the same period in 2025, driven by higher pass-through messaging surcharges within the total revenue mix.
Current report — wording carried from elsewhere
As a percentage of revenue, total operating expenses for the six months ended June 30, 2026 and 2025 were 39% and 43%, respectively.
Current report — wording carried from elsewhere
For the six months ended June 30, 2026, we recognized an income tax benefit of $4 million, an increase of $4 million compared with the same period in 2025. The resulting effective tax rate for the six months ended June 30, 2026 was (197.0)%, compared with (0.8)% for the six months ended June 30, 2025. The increase in income tax benefit was primarily due to favorable U.S. federal and state tax law changes as a result of the OBBBA.
Current report — wording carried from elsewhere
For the six months ended June 30, 2026, the effective tax rate of (197.0)% differed from the federal statutory rate of 21% in the U.S. primarily due to the valuation allowance recorded against our U.S. federal and state net deferred tax assets, as well as differences in statutory income tax rates across foreign jurisdictions.
Current report — wording carried from elsewhere
We continue to expect recurring changes to the valuation allowance as deferred tax assets within the U.S. increase or decrease in subsequent periods. We will maintain a valuation allowance against all U.S. federal and state deferred tax assets until it becomes more likely than not that the benefit of our federal and state deferred tax assets will be realized.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Cost of Revenue and Gross Margin
Previous report — wording carried elsewhere
Cost of Revenue and Gross Margin