What Bandwidth Inc. told the SEC could break it.

Bandwidth, like other communications service providers, is subject to litigation over its billing, collection and remittance of non-income-based taxes and similar charges relating to 911 services alleged to apply in certain states, counties and municipalities in California and Illinois, and it may face similar litigation in other jurisdictions; adverse tax assessments, penalties and interest from these inherently uncertain suits could materially affect results.

“are subject to litigation regarding our billing, collection and remittance of non-income-based taxes and other similar charges regarding 911 services alleged to apply in certain states, counties, and municipalities located in California and Illinois.”

Bandwidth has a dual-class structure where Class A shares carry one vote and Class B shares carry ten votes, and substantially all Class B stock is held by co-founder Chairman/CEO David A. Morken and co-founder Henry Kaestner, so these founders collectively control stockholder votes; this concentrated control may limit or preclude other stockholders' ability to influence director elections, charter amendments, mergers or other major corporate transactions.

“Substantially all of our Class B common stock continues to be held by our co-Founder, Chairman and CEO, David A. Morken, and our co-Founder Henry Kaestner.”

Bandwidth operates in a heavily regulated communications industry and, with international operations, must comply with U.S. export controls administered by the Commerce Department's Bureau of Industry and Security, OFAC economic sanctions, and anti-bribery/anti-corruption laws such as the FCPA, as well as differing foreign technical, certification and audit standards that can limit product deployment; recent and threatened U.S./foreign tariffs and trade-policy shifts add macro volatility.

“export controls and economic sanctions administered by the Bureau of Industry and Security of the U.S. Department of Commerce and the Office of Foreign Assets Control of the U.S. Department of the Treasury; compliance with various anti-bribery and anti-corruption laws, such as the U.S. Foreign Corru”

Bandwidth carries convertible-note debt and a credit facility: it repurchased ~$27M principal of its 2026 Convertible Notes for ~$26M cash in February 2025 (leaving ~$8M outstanding) and still has 2028 Convertible Notes outstanding, and may seek to retire or refinance these notes; servicing, refinancing or conversion of this debt (and reliance on capital-markets access) is an ongoing liquidity consideration.

“Following the 2025 Repurchases and previous repurchases of the 2026 Convertible Notes, approximately $8 million aggregate principal amount of the 2026 Convertible Notes remains outstanding.”