17 unchanged sentences
Other Information
−Removed: During the quarter ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).
+Added: The following table describes any contracts, instructions or written plans for the sale or purchase of our securities adopted , amended or terminated by our directors or executive officers during the three months ended December 31, 2024, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
+Added: Name and Title Date of Adoption of Rule 10b5-1 Trading Plan Scheduled Expiration Date of Rule 10b5-1 Trading Plan Aggregate Number of Securities to be Purchased or Sold
+Added: Chief Financial Officer
+Added: Covers the sale of an indeterminate number of shares of Class A common stock issued upon future equity award vesting events.
+Added: Chief Information Officer
+Added: Covers the sale of up to 16,000 shares of Class A common stock.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
1 unchanged sentence
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this item is incorporated by reference to our Proxy Statement relating to our 2024 Annual Meeting of Shareholders.
+Added: The information required by this item is incorporated by reference to our Proxy Statement relating to our 2025 Annual Meeting of Stockholders.
The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2024.
−Removed: Codes of Business Conduct and Ethics
−Removed: Our board of directors has adopted a Code of Business Conduct and Ethics that applies to all officers, directors and employees, which is available on our website at (https://investors.bandwidth.com/corporate-governance/governance-overview) under “Governance Documents.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver from, a provision of our Code of Business Conduct and Ethics and by posting such information on the website address and location specified above.
+Added: We have adopted a Code of Business Conduct and Ethics that applies to all officers, directors, employees, consultants and contractors, which is available on our website at (https://investors.bandwidth.com/corporate-governance/governance-overview) under “Governance Documents.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waivers from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the address specified above.
+Added: We have adopted an Insider Trading Compliance Policy which applies to the purchase, sale and other trading activity in our securities by our officers, directors, employees, contractors and consultants.
+Added: We believe this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and NASDAQ listing standards.
+Added: The Insider Trading policy is included as Exhibit 19.1 to this Annual Report on Form 10-K.
Executive Compensation
−Removed: The information required by this item is incorporated by reference to our Proxy Statement relating to our 2024 Annual Meeting of Shareholders.
+Added: The information required by this item is incorporated by reference to our Proxy Statement relating to our 2025 Annual Meeting of Stockholders.
The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2024.
Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters
−Removed: The information required by this item is incorporated by reference to our Proxy Statement relating to our 2024 Annual Meeting of Shareholders.
+Added: The information required by this item is incorporated by reference to our Proxy Statement relating to our 2025 Annual Meeting of Stockholders.
The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2024.
Certain Relationships and Related Transactions and Director Independence
−Removed: The information required by this item is incorporated by reference to our Proxy Statement relating to our 2024 Annual Meeting of Shareholders.
+Added: The information required by this item is incorporated by reference to our Proxy Statement relating to our 2025 Annual Meeting of Stockholders.
The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2024.
1 unchanged sentence
Our independent registered public accounting firm is Ernst & Young LLP , Raleigh, NC , Auditor Firm ID:
−Removed: The information required by this item is incorporated by reference to our Proxy Statement relating to our 2024 Annual Meeting of Shareholders.
+Added: The information required by this item is incorporated by reference to our Proxy Statement relating to our 2025 Annual Meeting of Stockholders.
The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2024.
8 unchanged sentences
Exhibit Filing Date
−Removed: Reorganization Agreement, dated as of November 30, 2016, by and between Bandwidth.com, Inc.
−Removed: and Republic Wireless, Inc.
−Removed: S-1 333-220945 2.1 10/13/2017
−Removed: Share Purchase Agreement, by and between Bandwidth Inc.
−Removed: and Voicebox S.à r.l, Mr Itay Rosenfeld, Mr Stefaan Konings, Mr Dirk Hermans, Mr Gaetan Brichet and Stichting Administratiekantoor Voice, dated October 12, 2020.
−Removed: 8-K 001-38285 2.1 10/13/2020
Second Amended and Restated Certificate of Incorporation.
2 unchanged sentences
8-K 001-38285 3.1 11/2/2023
−Removed: Investors’ Rights Agreement.
−Removed: S-1 333-220945 4.2 10/13/2017
−Removed: Form of Buy-Sell Agreement.
−Removed: S-1 333-220945 4.3 10/13/2017
Description of Registrant’s Securities.
26 unchanged sentences
10-K 001-38285 10.24 2/15/2019
−Removed: Bill of Sale, dated May 29, 2019.
−Removed: 8-K 001-38285 10.2 6/3/2019
Employment Agreement, dated as of December 6, 2019, by and between Bandwidth.com, Inc.
31 unchanged sentences
8-K 001-38285 10.10 3/2/2020
−Removed: Purchase and Sale Agreement with the State of North Carolina, dated June 15, 2020.
−Removed: 8-K 001-38285 10.1 6/17/2020
−Removed: Management Warranty Deed, by and between Bandwidth Inc.
−Removed: and Mr Itay Rosenfeld, Mr Stefaan Konings, Mr Dirk Hermans and Mr Gaetan Brichet, dated October 12, 2020.
−Removed: 8-K 001-38285 10.1 10/13/2020
−Removed: Registration Rights Agreement, by and between Bandwidth Inc.
−Removed: and Voicebox S.á r.l, dated Octonber 12, 2020.
−Removed: 8-K 001-38285 10.2 10/13/2020
Confirmation of Base Capped Call Transaction, dated March 11, 2021, between Bandwidth Inc.
10 unchanged sentences
8-K 001-38285 10.4 3/16/2021
−Removed: Purchase and Sale Agreement dated May 27, 2021, between Bandwidth Inc.
−Removed: and USEF Edwards Mill Owner, LLC.
−Removed: 8-K 001-38285 10.1 5/28/2021
Lease Agreement dated May 27, 2021, between Bandwidth Inc.
29 unchanged sentences
Second Amendment to Employment Agreement, dated February 26, 2024, between the Company and David A.
+Added: 10-K 001-38285 10.42 2/28/2024
+Added: First Amendment to Credit Agreement among Bandwidth Inc., certain subsidiaries of Bandwidth Inc., the several lenders from time to time party thereto, and Bank of America, N.A., dated as of May 1, 2024.
+Added: 10-Q 001-38285 10.1 5/7/2024
+Added: Letter Agreement, dated July 1, 2024, between Bandwidth Inc.
+Added: and Anthony F.
+Added: 10-Q 001-38285 10.1 8/1/2024
+Added: Employment Agreement, dated July 1, 2022, between Bandwidth Inc.
+Added: and Devesh Agarwal.
+Added: 10-Q 001-38285 10.2 8/1/2024
+Added: Second Amendment to Credit Agreement among Bandwidth Inc., certain subsidiaries of Bandwidth Inc., the several lenders from time to time party thereto, and Bank of America, N.A., dated as of October 28, 2024.
+Added: 10-Q 001-38285 10.1 10/31/2024
+Added: First Amendment to Employment Agreement, dated February 11, 2025, between Bandwidth Inc.
+Added: and Devesh Agarwal.
Filed herewith
+Added: Bandwidth Inc.
+Added: Insider Trading Compliance Policy Filed herewith
List of subsidiaries of Bandwidth Inc.
13 unchanged sentences
Policy for Recovery of Erroneously Awarded Compensation, effective as of October 2, 2023.
−Removed: Filed herewith
+Added: 10-K 001-38285 97.1 2/28/2024
101.INS XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL Document.
34 unchanged sentences
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.