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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
___________________________________________________

FORM 8-K
___________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 30, 2025
___________________________________________________
BANDWIDTH INC.
(Exact name of registrant as specified in its charter)
___________________________________________________
Delaware 001-38285 56-2242657
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
2230 Bandmate Way
Raleigh, NC 27607
(Address of principal executive offices) (Zip Code)
(800) 808-5150
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
___________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share BAND NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company   ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 





Item 2.02 Results of Operations and Financial Condition.
On October 30, 2025, Bandwidth Inc. issued a press release reporting its financial results for the third quarter ended September 30, 2025. 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 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Bandwidth Inc. press release, dated October 30, 2025
104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BANDWIDTH INC.
Date: October 30, 2025 By: /s/ Daryl E. Raiford
Name: Daryl E. Raiford
Title: Chief Financial Officer


EX-99.1 2 q320258kexh991.htm EX-99.1 Document


 image1a.jpg

Bandwidth Announces Third Quarter 2025 Financial Results
Exceeded revenue and profitability guidance ranges
Solid revenue growth fueled by core voice usage and software


October 30, 2025
  
Conference Call
Bandwidth will host a conference call to discuss financial results for the third quarter ended September 30, 2025 on October 30, 2025. Details can be found below and on the investor section of its website at https://investors.bandwidth.com where a replay will also be available shortly following the call.
Raleigh, NC - Bandwidth Inc. (NASDAQ: BAND), a leading global enterprise cloud communications company, today announced financial results for the third quarter ended September 30, 2025.
“Innovation and disciplined execution continue to define Bandwidth’s performance,” said David Morken, CEO of Bandwidth. “We helped enterprises move from experimenting with AI to deploying it at scale, launched new intelligent services on our cloud platform and closed a record number of million-dollar-plus deals for mission-critical communications. These results show how we are delivering real AI-powered value today, while charting the future of secure, trusted customer engagement.”

Third Quarter 2025 Financial Highlights
The following table summarizes the condensed consolidated financial highlights for the three and nine months ended September 30, 2025 and 2024 ($ in millions).

Conference Call Details
October 30, 2025
8:00 am ET
Domestic dial-in:
844-481-2707
International dial-in:
412-317-0663

Replay information
An audio replay of this conference call will be available through November 6, 2025 by dialing 877-344-7529 or
412-317-0088 for international callers, and entering passcode 9320253.


Investor Contact
Sarah Walas
Bandwidth
919-504-6585
ir@bandwidth.com
Three months ended
September 30,
Nine months ended
September 30,
2025 2024 2025 2024
Revenue $ 192  $ 194  $ 546  $ 539 
Gross Margin 38  % 38  % 40  % 38  %
Non-GAAP Gross Margin (1)
58  % 58  % 58  % 57  %
Net (loss) income $ (1) $ $ (10) $ (5)
Adjusted EBITDA (1)
$ 24  $ 24  $ 68  $ 59 
Net cash provided by operating activities $ 22  $ 20  $ 51  $ 47 
Free cash flow (1)
$ 13  $ 14  $ 25  $ 28 

(1) Additional information regarding the Non-GAAP financial measures discussed in this release, including an explanation of these measures and how each is calculated, is included below under the heading “Non-GAAP Financial Measures.” A reconciliation of GAAP to Non-GAAP financial measures has also been provided in the financial tables included below.

“Our solid third quarter performance led by growing momentum in Voice AI, our increasing mix of software-driven revenue, and our sharp execution led us to raise our full year Adjusted EBITDA outlook to approximately $91 million,” said Daryl Raiford, CFO of Bandwidth. “AI is not a standalone product for Bandwidth — it’s embedded across our cloud platform and integral to the services our customers use every day. Looking to 2026, we expect growth in Voice and Voice AI offerings, higher software revenue, and a strong political messaging season to drive us toward our medium-term financial targets.”

1


Third Quarter Customer and Operational Highlights
•A longtime digital commerce customer expanded their business with Bandwidth to power a nationwide AI voice system, using our Maestro platform and AI-optimized edge infrastructure to deliver natural ordering and real-time insights at scale.
•A leading transportation and logistics provider chose Bandwidth’s Trust Services and Number Reputation Management to modernize their communications stack and improve answer rates.
•A growing property-management software company selected Bandwidth as its unified platform for voice and messaging, migrating 300,000 numbers, adopting Genesys Cloud with our BYOC (Bring Your Own Carrier) model, and leveraging our APIs for transcription and call recording to drive their communications transformation.
•A financial services firm managing $2 trillion in assets used Bandwidth to migrate its on-premises call center to the cloud, leveraging Maestro to seamlessly orchestrate complex, compliance-driven call flows in a hybrid environment.
•A credit union serving employees of a U.S. government space administration utilized Bandwidth to integrate Microsoft Teams with Five9 and Pindrop for a new cloud contact center, highlighting our multi-vendor flexibility and freedom-of-choice strategy.
•At Reverb25, we announced the next chapter of Bandwidth’s AI and software strategy, Bandwidth AI, giving enterprises flexible paths to integrate conversational AI into their communications and making cloud communications more intelligent, automated, and trusted.
◦Innovations like the AI Receptionist and AI Activation Agent are transforming how enterprises engage customers and streamline operations through intelligent automated communications.
◦Our expanded Trust Services and Number Reputation Management safeguard call performance and combat spoofing and fraud, elevating cloud communications with embedded trust and authenticity.


Financial Outlook
Bandwidth is providing guidance for the full year 2025 as follows (in millions) based on current indications for its business, which are subject to change.
For the full year 2025, Bandwidth’s revenue guidance projects 9 percent to 11 percent year-over-year growth when adjusting for the expected cyclical reduction in political campaign messaging activity, which resulted in revenue of approximately $62 million in 2024.

Full Year 2025 Guidance
Revenue
$747 - $760
Adjusted EBITDA
$89 - $92

Bandwidth has not reconciled full year 2025 guidance related to Adjusted EBITDA to GAAP net income or loss, because stock-based compensation cannot be reasonably calculated or predicted at this time. Accordingly, a reconciliation is not available without unreasonable effort.

Upcoming Investor Conference
•Wells Fargo TMT Summit in Rancho Palos Verdes, CA. Investor meetings hosted by Daryl Raiford, Chief Financial Officer and John Bell, Chief Product Officer on Tuesday, November 18, 2025.
•Needham Tech Week virtual investor meetings hosted by John Bell, Chief Product Officer on Monday, November 24, 2025.

2


About Bandwidth Inc.
Bandwidth (NASDAQ: BAND) is a global cloud communications software company that helps enterprises deliver exceptional experiences through voice calling, text messaging and emergency services. Our solutions and our Communications Cloud, covering 65+ countries and over 90 percent of global GDP, are trusted by all the leaders in unified communications and cloud contact centers–including Amazon Web Services (AWS), Cisco, Google, Microsoft, RingCentral, Zoom, Genesys and Five9–as well as Global 2000 enterprises and SaaS builders like Docusign, Uber and Yosi Health. As a founder of the cloud communications revolution, we are the first and only global Communications Platform-as-a-Service (CPaaS) to offer a unique combination of composable APIs, AI capabilities, owner-operated network and broad regulatory experience. Our award-winning support teams help businesses around the world solve complex communications challenges to reach anyone, anywhere. For more information, visit www.bandwidth.com.
Forward-Looking Statements
This press release includes forward-looking statements. All statements contained in this press release other than statements of historical facts, including, without limitation, future financial and business performance for the quarter and year ending December 31, 2025, the success of our product offerings and our platform, and the value proposition of our products, are forward-looking statements. The words “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “intend,” “guide,” “may,” “will” and similar expressions and their negatives are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks and uncertainties, including, without limitation, risks related to our rapid growth and ability to sustain our revenue growth rate, competition in the markets in which we operate, market growth, our ability to innovate and manage our growth, our ability to successfully leverage the use of artificial intelligence in our business operations and in our service offerings, our ability to expand effectively into new markets, macroeconomic conditions both in the U.S. and globally, legal, reputational and financial risks which may result from ever-evolving cybersecurity threats, our ability to operate in compliance with applicable laws, as well as other risks and uncertainties set forth in the “Risk Factors” section of our latest Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) and any subsequent reports that we file with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur. We are under no obligation to update any of these forward-looking statements after the date of this press release to conform these statements to actual results or revised expectations, except as required by law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.
Non-GAAP Financial Measures
To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States, or GAAP, we provide investors with certain Non-GAAP financial measures and other business metrics, which we believe are helpful to our investors. We use these Non-GAAP financial measures and other business metrics for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. We believe that these Non-GAAP financial measures and other business metrics provide useful information about our operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to metrics used by our management in its financial and operational decision-making.
The presentation of Non-GAAP financial information and other business metrics is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. While our Non-GAAP financial measures and other business metrics are an important tool for financial and operational decision-making and for evaluating our own operating results over different periods of time, we urge investors to review the reconciliation of these financial measures to the comparable GAAP financial measures included below, and not to rely on any single financial measure to evaluate our business.

3


We define Non-GAAP gross profit as gross profit after adding back depreciation, amortization of acquired intangible assets related to acquisitions and stock-based compensation. We add back depreciation, amortization of acquired intangible assets related to acquisitions and stock-based compensation because they are non-cash items. We eliminate the impact of these non-cash items, because we do not consider them indicative of our core operating performance. Their exclusion facilitates comparisons of our operating performance on a period-to-period basis. Therefore, we believe that showing gross margin, as adjusted to remove the impact of these non-cash expenses, is helpful to investors in assessing our gross profit and gross margin performance in a way that is similar to how management assesses our performance. We calculate Non-GAAP gross margin by dividing Non-GAAP gross profit by cloud communications revenue, which is revenue less pass-through messaging surcharges.
We define Non-GAAP net income (loss) as net income or loss adjusted for certain items affecting period to period comparability. Non-GAAP net income (loss) excludes stock-based compensation, amortization of acquired intangible assets related to acquisitions, amortization of debt discount and issuance costs for convertible debt, acquisition related expenses, impairment charges of intangibles assets, net cost associated with early lease terminations and leases without economic benefit, (gain) loss on sale of business, net (gain) loss on extinguishment of debt, gain on business interruption insurance recoveries, non-recurring items not indicative of ongoing operations and other, and estimated tax impact of above adjustments, net of valuation allowances.
We define Adjusted EBITDA as net income or losses from continuing operations, adjusted to reflect the addition or elimination of certain statement of operations items including, but not limited to: income tax (benefit) provision, interest (income) expense, net, depreciation and amortization expense, acquisition related expenses, stock-based compensation expense, impairment of intangible assets, (gain) loss on sale of business, net cost associated with early lease terminations and leases without economic benefit, net (gain) loss on extinguishment of debt, gain on business interruption insurance recoveries, and non-recurring items not indicative of ongoing operations and other. We have presented Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, generate future operating plans, and make strategic decisions regarding the allocation of capital. In particular, we believe that the exclusion of certain items in calculating Adjusted EBITDA can produce a useful measure for period-to-period comparisons of our business.
We define free cash flow as net cash provided by or used in operating activities less net cash used in the acquisition of property, plant and equipment and capitalized development costs for software for internal use. We believe free cash flow is a useful indicator of liquidity and provides information to management and investors about the amount of cash generated from our core operations that can be used for investing in our business. Free cash flow has certain limitations in that it does not represent the total increase or decrease in the cash balance for the period, it does not take into consideration investment in long-term securities, nor does it represent the residual cash flows available for discretionary expenditures. Therefore, it is important to evaluate free cash flow along with our condensed consolidated statements of cash flows.
We believe that these Non-GAAP financial measures provide useful information about our operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to metrics used by our management in its financial and operational decision-making. While a reconciliation of Non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis as a result of the uncertainty regarding, and the potential variability of, many of these costs and expenses that we may incur in the future, we have provided a reconciliation of Non-GAAP financial measures and other business metrics to the nearest comparable GAAP measures in the accompanying financial statement tables included in this press release.
4


BANDWIDTH INC.
Condensed Consolidated Statements of Operations
(In thousands, except share and per share amounts)
(Unaudited)
Three months ended September 30, Nine months ended September 30,
2025 2024 2025 2024
Revenue $ 191,895  $ 193,883  $ 546,149  $ 538,518 
Cost of revenue 118,097  120,749  329,175  335,071 
Gross profit 73,798  73,134  216,974  203,447 
Operating expenses
Research and development 33,008  30,171  95,389  87,215 
Sales and marketing 24,702  26,285  75,976  81,490 
General and administrative 18,096  17,576  56,052  52,130 
Total operating expenses 75,806  74,032  227,417  220,835 
Operating loss (2,008) (898) (10,443) (17,388)
Other (expense) income (1,514) 577  (1,684) 11,358 
Loss before income taxes (3,522) (321) (12,127) (6,030)
Income tax benefit 2,281  734  2,215  1,265 
Net (loss) income $ (1,241) $ 413  $ (9,912) $ (4,765)
Net (loss) income per share
Basic $ (0.04) $ 0.02  $ (0.33) $ (0.18)
Diluted $ (0.04) $ 0.01  $ (0.33) $ (0.18)
Weighted average number of common shares outstanding
Basic 30,278,516  27,374,367  29,721,404  26,983,931 
Diluted 30,278,516  28,615,520  29,721,404  26,983,931 

Bandwidth recognized total stock-based compensation expense as follows:
Three months ended September 30, Nine months ended September 30,
2025 2024 2025 2024
Cost of revenue $ 542  $ 352  $ 1,597  $ 1,123 
Research and development 5,622  4,606  16,703  14,606 
Sales and marketing 1,799  1,744  5,940  6,014 
General and administrative 4,365  4,747  14,208  13,405 
Total $ 12,328  $ 11,449  $ 38,448  $ 35,148 

5


BANDWIDTH INC.
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
As of September 30, As of December 31,
2025 2024
Assets
Current assets:
Cash and cash equivalents $ 73,373  $ 81,812 
Marketable securities 6,999  1,975 
Accounts receivable, net of allowances 93,390  86,455 
Deferred costs 4,595  3,729 
Prepaid expenses and other current assets 14,653  13,841 
Total current assets 193,010  187,812 
Property, plant and equipment, net 176,097  176,823 
Operating right-of-use asset, net 152,612  153,601 
Intangible assets, net 143,467  145,355 
Deferred costs, non-current 3,248  4,355 
Other long-term assets 7,858  3,977 
Goodwill 357,043  317,243 
Total assets $ 1,033,335  $ 989,166 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable $ 34,380  $ 28,362 
Accrued expenses and other current liabilities 85,221  101,819 
Current portion of deferred revenue 8,386  7,031 
Operating lease liability, current 3,655  3,111 
Current portion of convertible senior notes 7,617  — 
Total current liabilities 139,259  140,323 
Other liabilities 610  576 
Operating lease liability, net of current portion 221,059  219,191 
Deferred revenue, net of current portion 5,860  7,955 
Deferred tax liability 26,510  27,304 
Convertible senior notes 247,293  281,284 
Total liabilities 640,591  676,633 
Stockholders’ equity:
Class A and Class B common stock 31  29 
Additional paid-in capital 475,353  435,927 
Accumulated deficit (81,326) (71,414)
Accumulated other comprehensive loss (1,314) (52,009)
Total stockholders’ equity 392,744  312,533 
Total liabilities and stockholders’ equity $ 1,033,335  $ 989,166 

6


BANDWIDTH INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Nine months ended September 30,
2025 2024
Cash flows from operating activities
Net loss $ (9,912) $ (4,765)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization 39,658  37,138 
Non-cash reduction to the right-of-use asset 2,472  2,759 
Amortization of debt discount and issuance costs 1,054  1,332 
Stock-based compensation 38,448  35,148 
Deferred taxes and other (1,056) (4,249)
Gain on sale of intangible asset —  (1,000)
Net gain on extinguishment of debt (1,082) (10,267)
Changes in operating assets and liabilities:
Accounts receivable, net of allowances (5,930) (21,318)
Prepaid expenses and other assets (4,767) 2,482 
Accounts payable 5,630  (11,940)
Accrued expenses and other liabilities (12,692) 24,991 
Operating right-of-use liability (946) (2,946)
Net cash provided by operating activities 50,877  47,365 
Cash flows from investing activities
Purchase of property, plant and equipment (17,188) (10,636)
Refund of deposits for construction in progress —  2,707 
Capitalized software development costs (8,218) (8,571)
Purchase of marketable securities (12,680) (32,081)
Proceeds from sales and maturities of marketable securities 7,672  48,649 
Proceeds from sale of business 361  624 
Proceeds from sale of intangible assets —  1,000 
Net cash (used in) provided by investing activities (30,053) 1,692 
Cash flows from financing activities
Borrowings on line of credit 28,500  165,500 
Repayments on line of credit (28,500) (140,500)
Payments on finance leases (46) (68)
Net cash paid for debt extinguishment (26,144) (128,534)
Payment of debt issuance costs (25) (379)
Proceeds from exercises of stock options 80  128 
Value of equity awards withheld for tax liabilities (2,941) (2,291)
Net cash used in financing activities (29,076) (106,144)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (284) 41 
Net decrease in cash, cash equivalents, and restricted cash (8,536) (57,046)
Cash, cash equivalents, and restricted cash, beginning of period 82,234  132,307 
Cash, cash equivalents, and restricted cash, end of period $ 73,698  $ 75,261 

7


BANDWIDTH INC.
Reconciliation of Non-GAAP Financial Measures
(In thousands, except share and per share amounts)
(Unaudited)
Non-GAAP Gross Profit and Non-GAAP Gross Margin
Three months ended September 30, Nine months ended September 30,
2025 2024 2025 2024
Gross Profit $ 73,798  $ 73,134  $ 216,974  $ 203,447 
Gross Profit Margin % 38  % 38  % 40  % 38  %
Depreciation 5,299  4,679  15,137  14,135 
Amortization of acquired intangible assets 2,100  1,977  6,039  5,877 
Stock-based compensation 542  352  1,597  1,123 
Non-GAAP Gross Profit $ 81,739  $ 80,142  $ 239,747  $ 224,582 
Non-GAAP Gross Margin % (1)
58  % 58  % 58  % 57  %
________________________
(1) Calculated by dividing Non-GAAP gross profit by cloud communications revenue of $142 million and $411 million for the three and nine months ended September 30, 2025, respectively, and $139 million and $396 million for the three and nine months ended September 30, 2024, respectively.



8


BANDWIDTH INC.
Reconciliation of Non-GAAP Financial Measures
(In thousands, except share and per share amounts)
(Unaudited)
Non-GAAP Net Income
Three months ended September 30, Nine months ended September 30,
2025 2024 2025 2024
Net (loss) income $ (1,241) $ 413  $ (9,912) $ (4,765)
Stock-based compensation 12,328  11,449  38,448  35,148 
Amortization of acquired intangibles 4,633  4,436  13,485  13,133 
Amortization of debt discount and issuance costs for convertible debt 278  311  854  1,180 
Net cost associated with early lease terminations and leases without economic benefit
—  350  —  2,383 
Net gain on extinguishment of debt —  —  (1,082) (10,267)
Non-recurring items not indicative of ongoing operations and other (1)
1,185  (957) 2,002  (828)
Estimated tax effects of adjustments (2)
(5,721) (3,211) (9,373) (6,654)
Non-GAAP net income $ 11,462  $ 12,791  $ 34,422  $ 29,330 
Interest expense on Convertible Notes (3)
238  251  726  868 
Numerator used to compute Non-GAAP diluted net income per share $ 11,700  $ 13,042  $ 35,148  $ 30,198 
Net (loss) income per share
Basic $ (0.04) $ 0.02  $ (0.33) $ (0.18)
Diluted $ (0.04) $ 0.01  $ (0.33) $ (0.18)
Non-GAAP net income per Non-GAAP share
Basic $ 0.38  $ 0.47  $ 1.16  $ 1.09 
Diluted $ 0.36  $ 0.43  $ 1.10  $ 0.98 
Weighted average number of shares outstanding
Basic 30,278,516  27,374,367  29,721,404  26,983,931 
Diluted 30,278,516  28,615,520  29,721,404  26,983,931 
Non-GAAP basic shares 30,278,516  27,374,367  29,721,404  26,983,931 
Convertible debt conversion 1,478,379  1,779,025  1,537,847  2,503,118 
Stock options issued and outstanding 17,324  25,021  20,247  28,785 
Nonvested RSUs outstanding 510,590  1,216,132  811,839  1,430,317 
Non-GAAP diluted shares 32,284,809  30,394,545  32,091,337  30,946,151 
________________________
(1) Non-recurring items not indicative of ongoing operations and other include (i) $1.2 million of foreign exchange charges primarily related to balance sheet revaluations during the three and nine months ended September 30, 2025, and less than $0.1 million and $0.2 million of losses on disposals of property, plant and equipment during the three and nine months ended September 30, 2025, respectively, (ii) $0.5 million of nonrecurring litigation expense and $0.1 million of losses on sale of business during the nine months ended September 30, 2025, and (iii) $1.0 million gain on the sale of an intangible asset during the three and nine months ended September 30, 2024, and less than $0.1 million and $0.2 million of losses on disposals of property, plant and equipment during the three and nine months ended September 30, 2024, respectively.
(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 17.2% and 15.5% for the nine months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025, the Non-GAAP effective income tax rate differed from the federal statutory tax rate of 21% in the U.S. primarily due to the research and development tax credits generated in 2025. We analyze the Non-GAAP valuation allowance position on a quarterly basis. As of September 30, 2025, we have no valuation allowance against our deferred tax assets for Non-GAAP purposes.
(3) Non-GAAP net income is increased for interest expense as part of the calculation for diluted Non-GAAP earnings per share.
9


BANDWIDTH INC.
Reconciliation of Non-GAAP Financial Measures
(In thousands, except share and per share amounts)
(Unaudited)

Adjusted EBITDA
Three months ended September 30, Nine months ended September 30,
2025 2024 2025 2024
Net (loss) income $ (1,241) $ 413  $ (9,912) $ (4,765)
Income tax benefit (2,281) (734) (2,215) (1,265)
Interest expense, net 498  1,025  1,533  1,090 
Depreciation 9,208  7,989  26,173  24,005 
Amortization 4,633  4,436  13,485  13,133 
Stock-based compensation 12,328  11,449  38,448  35,148 
Net cost associated with early lease terminations and leases without economic benefit —  350  —  2,383 
Net gain on extinguishment of debt —  —  (1,082) (10,267)
Non-recurring items not indicative of ongoing operations and other (1)
1,185  (957) 2,002  (828)
Adjusted EBITDA $ 24,330  $ 23,971  $ 68,432  $ 58,634 
________________________
(1) Non-recurring items not indicative of ongoing operations and other include (i) $1.2 million of foreign exchange charges primarily related to balance sheet revaluations during the three and nine months ended September 30, 2025, and less than $0.1 million and $0.2 million of losses on disposals of property, plant and equipment during the three and nine months ended September 30, 2025, respectively, (ii) $0.5 million of nonrecurring litigation expense and $0.1 million of losses on sale of business during the nine months ended September 30, 2025, and (iii) $1.0 million gain on the sale of an intangible asset during the three and nine months ended September 30, 2024, and less than $0.1 million and $0.2 million of losses on disposals of property, plant and equipment during the three and nine months ended September 30, 2024, respectively.

Free Cash Flow
Three months ended September 30, Nine months ended September 30,
2025 2024 2025 2024
Net cash provided by operating activities $ 22,239  $ 20,464  $ 50,877  $ 47,365 
Net cash used in investing in capital assets (1)
(9,104) (6,219) (25,406) (19,207)
Free cash flow $ 13,135  $ 14,245  $ 25,471  $ 28,158 
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(1) Represents the acquisition cost of property, plant and equipment and capitalized development costs for software for internal use.
10