What changed in this filing

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Item 1. Business

2025-02-20 compared with 2024-02-28 · 94 added, 87 removed, 279 unchanged (39% of the section changed)

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We believe these megatrends, which have created sizable total addressable markets, are secular, long-lasting and still early in the adoption curve.

With the combination of our software APIs, our global Communications Cloud and our broad range of experience with global regulatory frameworks, we believe Bandwidth is one of the best-positioned providers in our space to deliver business-critical communications for global enterprises.

With the combination of our software APIs, our global Communications Cloud and our broad range of experience with global regulatory frameworks, we believe Bandwidth is one of the best-positioned providers in our space to deliver mission-critical communications for global enterprises.

In fact, Bandwidth already powers all the 2024 Gartner Ⓡ Magic Quadrant Leaders in the key cloud communications categories of Unified Communications as a Service (“UCaaS”) and Contact Center as a Service (“CCaaS”).

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• Market Offering 1:

Global Communications Plans.

This serves the leading power platforms at the forefront of the communications transformation in UCaaS and CCaaS, through a business-to-business-to-business (“B2B2B”) delivery model.

Global Voice Plans.

This category serves the leading power platforms at the forefront of the communications transformation in UCaaS and CCaaS.

We enable these customers to rapidly automate voice, global number management, emergency services, and many other services on a scalable, global basis.

• Market Offering 2:

Programmable Services.

This comprises our text messaging solutions, through which we support innovative SaaS platforms with use cases like retail and eCommerce promotions, financial services identity authentication, and healthcare patient engagement, through a business-to-business-to-consumer (“B2B2C”) delivery model.

Programmable Services customers come to our Bandwidth Communications Cloud because we offer high capacity, volume and deliverability.

We believe this category represents a significant opportunity for future growth due to our ability to scale with customer demand.

Programmable Messaging.

Programmable Messaging customers come to our Bandwidth Communications Cloud because we offer high capacity, volume and deliverability.

We believe this category represents a significant opportunity for future growth due to our ability to scale with customer demand, and innovative products and features such as the emergence of Rich Communication Services (“RCS”) in the U.S.

• Market Offering 3:

Global Enterprises.

This category is a business-to-business channel, where Global 2000 enterprises engage directly with us to leverage our services in their digital transformation.

Bandwidth’s new Maestro TM platform (described below) is designed to accelerate these customers’ transitions from on-premises equipment to a hybrid or fully cloud-based solution utilizing integrations with leading UCaaS, CCaaS, voice authentication, conversational AI, and other platforms.

Enterprise Voice.

In this category, Global 2000 enterprises engage directly with us to leverage our voice, global number management, emergency services and other services in their digital transformation.

Bandwidth’s Maestro TM platform (described below) is designed to accelerate these customers’ transitions from on-premises equipment to a hybrid or fully cloud-based solution utilizing integrations with leading UCaaS, CCaaS, voice authentication, conversational AI, and other platforms.

Bandwidth’s platform architecture provides flexibility, resiliency, and simplicity for enterprises who are modernizing their communications stacks.

Market Offering 1:

Global Communications Plans

Through our Global Communications Plans market offering, we power all the leaders in UCaaS and CCaaS, as recognized by the research firm Gartner, including Microsoft, Google, Zoom, RingCentral, Genesys, and Five9.

Global Voice Plans

Through our Global Voice Plans market offering, we power all the leaders in UCaaS and CCaaS, as recognized by the research firm Gartner, including Microsoft, Google, Zoom, RingCentral, Genesys, and Five9.

We have been co-creating with many of these customers for more than a decade.

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Market Offering 2:

Programmable Services

Our Programmable Services market offering is aimed at B2B2C platforms that use Bandwidth to deliver digital engagement experiences, primarily through our text messaging solutions.

With a significantly higher open rate by end users than email, text messaging has become a business-critical communication channel to reach consumers.

Programmable Messaging

Our Programmable Messaging market offering is aimed at large messaging customers that use Bandwidth to deliver digital engagement experiences, primarily through our text messaging solutions.

With a significantly higher open rate by end users than email, text messaging has become a key channel to reach consumers.

Our easy-to-use APIs and proven track record for deliverability have made Bandwidth a top choice for many leading platforms in text messaging.

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Use cases include retail and eCommerce promotions, financial services identity authentication, healthcare patient engagement, and many more.

Bandwidth offers a full suite of messaging

products, including Application to Person (“A2P”) messaging solutions supporting both SMS and MMS on Local Numbers (“10DLC”), Toll Free Numbers, and Short Codes.

Bandwidth offers a full suite of messaging products, including Application to Person (“A2P”) messaging solutions supporting both SMS and MMS on Local Numbers (“10DLC”), Toll Free Numbers, and Short Codes.

All our solutions support bi-directional unicode, including emojis.

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Market Offering 3:

Global Enterprises

Enterprise Voice

Much as the leading platforms in cloud communications have done for years, followed by the messaging leaders in SaaS, now Global 2000 enterprises need to accelerate their digital transformations.

Bandwidth can help these large enterprises transition from on-premises communications infrastructure to a fully or hybrid cloud-based solution.

We now have a dedicated go-to-market focus on enterprises in the Global 2000.

By partnering with Bandwidth, global enterprises can reduce complexity, gain greater control, centralize communication resources and operational workloads, and better prepare for future scale.

We believe Ba ndwidth’s history as an enabler to the platform leaders creates additional competitive benefits, such as deep automation of communications services, enterprise-grade quality and support, as well as deep operational relationships with the largest UCaaS and CCaaS platforms.

In 2023, we launched Bandwidth Maestro TM ( “ Maestro ” ), a first-of-its-kind, next-generation enterprise cloud communications platform that enables IT customers to solve the key challenge of integrating best-in-class, real-time voice applications across their UCaaS, CCaaS, AI and machine learning platforms.

Bandwidth Maestro TM ( “ Maestro ” ), launched in 2023, is a first-of-its-kind, next-generation enterprise cloud communications platform that enables customers to solve the key challenge of integrating best-in-class, real-time voice applications across their UCaaS, CCaaS, AI and machine learning platforms.

We believe Maestro ’ s open approach, designed to accommodate technologies developed by third parties, is unique in the cloud communications space.

It provides a critical technology bridge that enterprises need to orchestrate a modern customer experience stack without months of costly integration work resulting in faster time to value and enhanced customer and employee experiences and loyalty.

It provides a critical technology bridge that enterprises need to orchestrate a modern customer experience stack without months of costly integration work, which results in faster time to value and enhanced customer and employee experiences and loyalty.

Maestro is a key platform for Bandwidth ’ s AI innovation strategy.

In 2023, Bandwidth launched AIBridge, a solution for Maestro, which enables enterprises to easily deploy voice-based AI tools in their contact centers to resolve calls faster and more efficiently in the communications cloud.

With these three market offerings, we aim for Bandwidth to be a “one stop shop” and critical enabler for global enterprises, SaaS platforms, and cloud communications platforms.

In 2023, Bandwidth launched AIBridge, a solution integrated with Maestro, which enables enterprises to easily deploy voice-based AI tools in their contact centers to resolve calls faster and more efficiently in the communications cloud.

With these three market offerings, we aim for Bandwidth to be a strategic partner and critical enabler for global enterprises, SaaS platforms, and cloud communications platforms.

We believe the combined power of our software platform and global Communications Cloud helps our customers to future-proof their strategy for the integrations of today, and new services to come.

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It provides a communications developer platform on top of an all-IP, owned-and-operated network with global reach.

We believe we provide reliability, scalability, and usage-based control for global business-critical communications.

We believe the benefits to our customers include reliability, scalability, and usage-based control for global business-critical communications.

Automation and Workflow

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• a broad range of experience with global regulatory frameworks earned through offering communications services in more than 60 countries and territories;

• modernized connections with incumbents and partners in Europe by migrating to an end-to-end all-IP architecture delivering increased consistency and reliability;

• Bandwidth-patented anomaly detection models that proactively generate alerts directly into our Network Operations Center for immediate triage, across both voice and messaging.

Core Product Domains

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• Dynamic location routing:

Enables real-time, geocoded routing based on X,Y coordinates of the caller and defined Public Safety Answering Point boundaries.

Enables real-time, geocoded routing based on X,Y coordinates of the caller and defined Public Safety Answering Point (“PSAPS”) boundaries.

This helps enterprises meet compliance requirements and enable increasingly remote workforces.

• Emergency calling API:

Connects apps to the public safety infrastructure without the need for on-premise technology or telephony expertise.

One global API that connects apps to the public safety infrastructure without the need for on-premise technology or telephony expertise.

• Emergency notification API:

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Phone Numbers.

The Bandwidth Dashboard is Bandwidth’s user-friendly interface for a comprehensive number management solution.

Every function within The Bandwidth Dashboard has an accompanying API, allowing our customers’ product leaders and developers to integrate Bandwidth’s functionality within their own user interfaces or web applications.

The Bandwidth App is Bandwidth’s user-friendly interface for a comprehensive number management solution.

Every function within The Bandwidth App has an accompanying API, allowing our customers’ product leaders and developers to integrate Bandwidth’s functionality within their own user interfaces or web applications.

• Global number management:

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Our Insights API shows trends, delivery rates and usage patterns by product and carrier.

Bring your own carrier ( “ BYOC ” ) with CCaaS and UCaaS Integrations.

Bandwidth’s global Communications Cloud integrates with several leading UCaaS and CCaaS platforms under our BYOC solutions portfolio, to provide a holistic solution that’s seamlessly aligned with the organization, and allows enterprises to move communications to the cloud at their own pace.

Bring your own carrier ( “ BYOC ” ) Integrations.

Bandwidth offers the largest ecosystem of BYOC of any provider by integrating with several leading UCaaS, CCaaS, conversational AI and speech-to-text/text-to-speech platforms under our BYOC solutions portfolio, to provide a holistic solution that’s seamlessly aligned with the organization, and allows enterprises to move communications to the cloud at their own pace.

Once numbers are in the Bandwidth Communications Cloud, they can be moved from platform to platform without leaving Bandwidth, decreasing cloud migration risk and complexity.

• UCaaS integration for Microsoft Teams:

We have BYOC partnerships with leading CCaaS platforms.

We also have a BYOC offering in the UCaaS space, including for Microsoft Teams.

This includes:

• Direct routing and dynamic E911:

Consolidate telephony globally with direct access to the Bandwidth Communications Cloud, and solve for an increasingly dynamic workforce with dynamic location routing for E911 — all from a single, certified provider.

• Microsoft Teams Operator Connect:

Integrate Bandwidth’s telephony in more than 30 countries through the Microsoft Teams Operator Connect program, enabling the move away from on-premise equipment to cloud-hosted session border controllers and seamless management in the Teams admin portal.

• Send-to SMS web application:

Allows enterprises the ability to send text messages in and outside of the organization from within a user’s Teams environment using the same phone number they use for phone calls, built to work seamlessly with a direct routing or BYOC strategy.

• UCaaS integrations:

We have BYOC partnerships with leading UCaaS platforms, including Microsoft Teams Direct Routing and Operator Connect, Zoom Phone Provider Exchange, Webex Calling by Cisco and Google Voice for Google Workspace.

• CCaaS Integrations:

We have BYOC partnerships with leading CCaaS platforms, including Five9, Genesys, Webex Contact Center by Cisco and Zoom Contact Center.

• Conversational AI Integrations:

We have BYOC partnerships with leading conversational AI platforms, including Cognigy and Google Cloud’s Dialogflow.

• Speech-to-Text/Text-to-Speech:

Our BYOC partnership with Pindrop enables enterprises to utilize Pindrop’s voice bio-authentication and anti-fraud services.

Our partnership with Amazon Web Services STT/TTS provides access to AWS’s speech-to-text and text-to-speech solutions to enable virtual agents with Bandwidth AIBridge.

Competitive Strengths

We believe three things give Bandwidth a competitive advantage.

We believe three elements give Bandwidth a competitive advantage.

First, we have an all-IP platform with global reach.

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CPaaS based emergency calling capabilities:

We believe we are one of the only CPaaS providers with full stack emergency service capabilities.

We believe we are one of the only CPaaS providers with a full suite of emergency service capabilities.

In many countries, it is a legal obligation to ensure on-premise access to local emergency services.

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Our relationship with each of the enterprises we serve often spans product suites, divisions and use cases over time.

Based on surveys conducted after customer interactions in 2022, our customers have expressed a 97% satisfaction rate.

Based on surveys conducted after customer interactions in 2024, our customers have expressed a greater than 97% satisfaction rate.

On G2, a customer review platform, Bandwidth has been a Leader in CPaaS Platforms for 26 consecutive quarters.

A unique culture focused on people:

At Bandwidth, we are mission first.

To accomplish that mission, we’ve created a unique, service-oriented culture, centered on meaningful work, lifting each other up, and investing

in the bodies, minds, and spirits of our Bandmates.

To accomplish that mission, we’ve created a unique, service-oriented culture, centered on meaningful work, lifting each other up, and investing in the bodies, minds, and spirits of our Bandmates.

For our customers, this means there’s always a smiling, world-class Bandmate on the other end of the line who will go the extra mile for them.

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Our Bandmate engagement and satisfaction scores are consistently ranked higher than our peers.

While we are exceptionally proud of the team we have assembled, we also acknowledge that there is important work for us to do to continue developing a more diverse and inclusive team.

We believe diverse and inclusive teams are more innovative and make better business decisions.

At Bandwidth, we say, “Your music matters to the BAND.” We celebrate differences and encourage our team members to be their authentic selves.

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The real masterpiece is in the music we make together with the strength and ingenuity to lift up all those we serve.

Our Your Music Matters program builds outreach programs and initiatives to fill our recruiting funnel with diverse candidates who possess the “Bandwidth Edge”—smart, common sense, hardworking, honest, competitive energy and emotional intelligence.

Our Your Music Matters program builds outreach programs and initiatives to fill our recruiting funnel with candidates from a variety of backgrounds who possess the “Bandwidth Edge”—smart, common sense, hardworking, honest, competitive energy and emotional intelligence.

We build external and internal campaigns to fill the recruiting funnel using our talented team members, creative local and non-local outreach partnerships, and virtual platforms to connect with talent who come from different backgrounds, skills, abilities and experiences.

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We benefit from long-standing relationships with some of the largest technology companies, well-recognized enterprise customers, and innovative SaaS platforms.

Many of our customers have multi-year contracts, with no single customer representing 10% of total revenue for the year ended December 31, 2023.

Many of our customers have multi-year contracts, with no single customer representing 10% or more of total revenue for the year ended December 31, 2024.

Our management is highly focused on creating and maintaining strategic partnerships beyond standard transactional customer relationships.

We seek to empower enterprises to create, scale and operate business-critical services across any mobile application or connected device, and this capability reinforces our customer relationships.

We seek to empower enterprises to create, scale and operate mission-critical services across any mobile application or connected device, and this capability reinforces our customer relationships.

The majority of our customers sign master service agreements (“MSAs”) containing standard terms and conditions, including billing and payment, default, termination, limitations of liability, confidentiality, assignment and notification, and other key terms and conditions.

Customers order specific services in separate service order forms that incorporate the applicable MSA.

Each service order form details the minimum contract duration, any applicable monthly recurring charge and applicable non-recurring charges.

Each service order form details the minimum contract duration, any

applicable monthly recurring charge and applicable non-recurring charges.

The terms and conditions for each order are also specified in the applicable service order form.

Sales and Marketing

Our sales and marketing teams are part of a single revenue organization and work closely together to identify and acquire new customers, expand relationships with existing enterprises, and integrate them with the

Bandwidth Communications Cloud.

Our marketing team generates marketing qualified leads and pipeline for sales through a number of demand-generating channels, including our website, marketing campaigns, webinars, sponsored virtual and live events, white papers and blogs, public relations, social media, analyst relations, paid search and search engine optimization and outbound lead development efforts.

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Our competitors fall into two primary categories:

• CPaaS companies that offer a narrower set of software APIs, more limited global reach, less robust customer support and fewer other features while relying on third-party networks and physical infrastructure;

• Incumbent network operators that offer limited geographical reach and limited developer functionality on top of their networks and physical infrastructure, such as AT&T, Colt, Lumen and Verizon.

• CPaaS companies that may offer a broader set of software APIs and services, but may have more limited global reach, less robust customer support or fewer other features while relying on third-party networks and physical infrastructure;

• Incumbent network operators that offer limited geographical reach and limited developer functionality on top of their networks and physical infrastructure.

Some of our competitors have greater financial and technical resources, geographic reach, name recognition or intellectual property portfolios than we do.

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As of December 31, 2024, we had 34 U.S.

patents and three U.S.

patents and six U.S.

patent applications pending.

In addition, as of December 31, 2023, we had 18 registered trademarks and 34 trademark applications pending in the United States and elsewhere.

In addition, as of December 31, 2024, we had 18 registered trademarks and three trademark applications pending in the United States and elsewhere.

We seek to protect our intellectual property rights by requiring our employees and independent contractors involved in development of intellectual property on our behalf to enter into agreements acknowledging that all works or other intellectual property generated or conceived by them on our behalf are our property, and assigning to us any rights, including intellectual property rights, that they may claim or otherwise have in those works or property, to the extent allowable under applicable law.

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federal and state, and foreign, laws and regulations.

These laws and regulations govern telecommunications activities, but also govern privacy, data protection, intellectual property, competition, consumer protection, taxation or other subjects.

Many of the laws and regulations that apply to us and the communications services that we provide through our Communications Cloud and software APIs are still evolving and being tested in courts and could be interpreted or applied in ways that could harm our business.

below certain material components of the telecommunications regulatory framework in which we operate.

These laws and regulations govern telecommunications activities, but also govern privacy, data protection, cybersecurity, AI, intellectual property, competition, consumer protection, taxation or other subjects.

Many of the laws and regulations that apply to us and the communications services that we provide through our Communications Cloud and software APIs are still evolving and being tested in courts and could ultimately be interpreted or applied in ways that could harm our business.

We describe below certain material components of the telecommunications regulatory framework in which we operate.

See “Risk Factors–Risks Related to Our Business” elsewhere in this Annual Report on Form 10-K for additional information on the regulatory framework in which we operate and risks related thereto.

Federal Telecommunications Regulation

Federal Regulation

The Federal Communications Commission (“FCC”) has jurisdiction over interstate and international communications services in the U.S.

We have obtained FCC authorization to provide services on a facilities and resale basis.

Under the Communications Act of 1934, as amended by the Telecommunications Act of 1996 (the “1996 Act”), any entity, including cable television companies and electric and gas utilities, may enter any telecommunications market, subject to reasonable state regulation of safety, quality and consumer protection.

Under the Communications Act of 1934, as amended by the Telecommunications Act of 1996 (the “1996 Act”), any entity may enter any telecommunications market, subject to reasonable state regulation of safety, quality and consumer protection.

The industry continues to evolve toward new services built upon IP technologies.

With these technological advances, there have been challenges to the traditional regulatory structure under the 1996 Act.

The continued lack of regulatory certainty in the U.S.

messaging ecosystem and marketplace has created considerable operational obligations and challenges that increase our operating costs and ability to support services.

In addition, congressional legislative efforts to rewrite the 1996 Act or enact other telecommunications legislation impacting our operations, including but not limited to, legislation focused around issues of telecommunications, cybersecurity, and AI such as the Telephone Robocall Abuse Criminal Enforcement and Deterrence (“TRACED”) Act, as well as various state legislative initiatives, may cause major industry and regulatory changes.

We cannot predict the outcome of these proceedings or legislative initiatives or the effects, if any, that these proceedings or legislative initiatives may have on our business and operations.

Anti-Fraud and Abuse Regulation.

Among the challenges are fraud and abuse in the form of illegal robocalling and unwanted text messaging.

In December 2019, Congress adopted the Telephone Robocall Abuse Criminal Enforcement and Deterrence (“TRACED”) Act.

In December 2019, Congress adopted the TRACED Act.

Among other things, the TRACED Act directs the FCC to conduct a number of different rulemaking proceedings and increases the FCC’s enforcement authority.

As a result, the FCC continues to conduct several proceedings to understand and address fraud and abuse in the form of illegal robocalling.

Separately, the FCC, FTC and state attorneys general work to thwart illegal robocalling through various methods, including enforcing compliance with the Telephone Consumer Protection Act of 1991 (the “TCPA”), which restricts telemarketing calls and the use of automatic text messages without the recipient’s proper consent, the Telemarketing Sales Rule (the “TSR”), and other federal and state laws.

As a result, the FCC continues to conduct proceedings to understand and address fraud and abuse in the form of illegal robocalling.

Separately, the FCC, FTC and state attorneys general work to thwart illegal robocalling through various methods, including imposing hefty fines on non-compliant entities and enforcing compliance with the Telephone Consumer Protection Act of 1991 (the “TCPA”), which restricts telemarketing calls and the use of automatic text messages without the recipient’s proper consent, the Telemarketing Sales Rule (the “TSR”), and other federal and state laws.

The FCC also has the authority to issue an order to downstream voice service providers to block and cease delivery of voice traffic from gateway providers identified by the FCC.

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Some communications services provided through our software APIs may qualify as Voice-over Internet Protocol (“VoIP”).

The FCC has imposed regulatory requirements on VoIP providers that previously applied only to traditional telecommunications providers, such as obligations to provide 911 functionality, to contribute to the federal universal service fund, to comply with regulations relating to local number portability, to abide by the FCC’s service discontinuance rules, to contribute to the Telecommunications Relay Services fund and to abide by the regulations concerning Customer Proprietary Network Information (“CPNI”), outage reporting, access for persons with disabilities, the Communications Assistance for Law Enforcement Act and expanded obligations with respect to the transmission of emergency calls.

expanded obligations with respect to the transmission of emergency calls.

In some instances, these regulations indirectly affect us because they directly apply to our customers.

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The methodology by which carriers have compensated one another for exchanged traffic, whether it be for local, intrastate or interstate traffic, has been subject to ongoing reform efforts at the FCC.

In its November 2011 Universal Service Fund/Intercarrier Compensation Transformation Order (the “USF/ICC Transformation Order”) and subsequent related FCC orders, most terminating switched access charges and all reciprocal compensation charges were capped at then-current levels, and were reduced to zero over, as relevant to us, generally a six-year transition period that began July 1, 2012.

In its 2011 Universal Service Fund/Intercarrier Compensation Transformation Order (the “USF/ICC Transformation Order”) and subsequent related FCC orders, most terminating switched access charges and all reciprocal compensation charges were capped at then-current levels, and were reduced to zero over, as relevant to us, generally a six-year transition period that began July 1, 2012.

Pursuant to the USF/ICC Transformation Order, VoIP, while remaining unclassified as either an information or a telecommunications service, was prospectively categorized as either local or non-local traffic.

On December 17, 2019, t he FCC issued an order that concludes that local exchange carriers (“LECs”) may assess end office switched access charges only if the LEC or its VoIP partner provides a physical connection to the last-mile facilities used to serve an end user.

In 2019, the FCC issued an order that concludes that local exchange carriers (“LECs”) may assess end office switched access charges only if the LEC or its VoIP partner provides a physical connection to the last-mile facilities used to serve an end user.

If neither the LEC nor its VoIP partner provides such a physical connection, the LEC may not assess end office switched access charges because it is not providing the functional equivalent of end office switched access.

The FCC also decided to give its order retroactive effect.

We cannot predict the impact on our business, including whether other carriers will agree with our legal interpretations and treatments, at this time.

In a Report and Order released on October 9, 2020, the FCC adopted new rules governing various aspects of the intercarrier compensation structure applicable to toll free (8YY) calls (“8YY Originating Access Reform Order”) .

The new 8YY originating access rules took effect on December 28, 2020.

The new rules are generally intended to shift most switched access charges for 8YY calls to a bill-and-keep framework over a three-year period.

In 2020, the FCC adopted new rules governing various aspects of the intercarrier compensation structure applicable to toll free (8YY) calls.

These rules are generally intended to shift most switched access charges for 8YY calls to a bill-and-keep framework.

Emergency Services.

Pursuant to Federal legislation called Ray Baum’s Act and Kari’s Law, the FCC adopted new emergency calling regulations that began to take effect in early 2020 continuing through January 2022.

These new regulations address the obligations of communication service providers and software providers, like us, as well as equipment installers, managers and operators of a variety of different types of communications systems, and generally require uniformity in dialing patterns for contacting emergency operators, implementing central notification functionalities.

Pursuant to Federal legislation called Ray Baum’s Act and Kari’s Law, the FCC adopted new emergency calling regulations in 2020.

These regulations address the obligations of communication service providers and software providers, like us, as well as equipment installers, managers and operators of a variety of different types of communications systems, and generally require uniformity in dialing patterns for contacting emergency operators, implementing central notification functionalities.

The rules also require the transmission of more precise location information in enterprise or campus environments.

The granularity of the location information depends on the type of service.

There is some ambiguity in the rules as to the specific obligations of each party involved in the service delivery chain and the rules have not yet been interpreted by the FCC or a court.

More recently, in November 2022, the FCC released new 911 outage reporting requirements that expanded the scope of previous 911 outage reporting obligations to now broadly include originating service providers.

State Telecommunications Regulation

There is some ambiguity in the rules as to the specific obligations of each party involved in the service delivery chain and the rules have not yet been further interpreted by the FCC or a court.

By April 15, 2025, Bandwidth and its service provider customers will be required to comply

with the FCC’s new 911 outage reporting requirements.

We expect that this will impact our business, but cannot predict the extent of that impact at this time.

State Regulation

The 1996 Act was intended to increase competition in the telecommunications industry, especially in the local market.

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In addition, we need to maintain interconnection agreements with ILECs where we wish to provide service, which are subject to approval by individual states and subject to state arbitration in the event of disputes.

We expect that we should be able to negotiate or otherwise obtain renewals or successor agreements through adoption of

others’ contracts or through arbitration proceedings, although the rates, terms and conditions applicable to interconnection and the exchange of traffic with certain ILECs could change significantly in certain cases.

International

We expect that we should be able to negotiate or otherwise obtain renewals or successor agreements through adoption of others’ contracts or through arbitration proceedings, although the rates, terms and conditions applicable to interconnection and the exchange of traffic with certain ILECs could change significantly in certain cases.

International Regulation

As an international company, we are subject to communications laws and regulations in the non-US jurisdictions in which we offer our services.

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The Code sets forth the European regulatory framework and harmonized rules across the EU and EEA, which govern the provision of electronic communications networks and services.

While the Code provides a harmonized framework, laws of each jurisdiction of the EU and the EEA, and related regulations, will differ from country to country.

For example, rules around suballocation of numbering resources differ from country to country.

The E-Privacy Directive seeks to ensure privacy and confidentiality in the processing of personal data in electronic communications.

While the Code provides a harmonized framework, laws of each jurisdiction of the EU and the EEA, and related regulations, will differ from country to country (e.g., rules around suballocation of numbering resources), which can increase operational costs and, at times, prevent us from serving certain jurisdictions.

Prior to the 2020 departure of the United Kingdom (“U.K.”) from the EU, much of the Code had been transposed into U.K.

legislation and remains binding U.K.

law until amended or withdrawn by an Act of Parliament.

The EU’s data privacy laws currently consist of the General Data Protection and the ePrivacy Directive.

These laws impact our business and that of our customers.

Specifically, the ePrivacy Directive seeks to ensure privacy and confidentiality in the processing of personal data in electronic communications.

The E-Privacy Directive requires providers of publicly available electronic communications services to take appropriate technical and organizational measures to safeguard the security of services.

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The E-Privacy Directive also requires notification of any breach or loss of personal data to the applicable NRA.

The United Kingdom’s (“U.K.”) departure from the EU was finalized in December 2020.

While the Code is therefore no longer directly applicable in the U.K., we do not currently anticipate that considerable changes will be made to the U.K.

regulatory framework.

In December 2020, the ePrivacy Directive obligations expanded to apply to instant messaging applications, email, internet phone calls and personal messaging provided through social media (i.e., over-the-top services).

ePrivacy Regulation, once approved by the EU, is set to replace the ePrivacy Directive, which would have the effect of becoming directly applicable to entities covered, without the need for transposition into EU member country laws.

We expect that the ePrivacy Regulation coming into effect will impact our business, but cannot predict the extent of that impact at this time.

Corporate Information

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We intend to satisfy the applicable disclosure requirements regarding amendments to, or waivers from, provisions of our Code of Business Conduct and Ethics by posting such information on our website.

information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this report.

The information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this report.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business