BAND on Nasdaq

Bandwidth.com

Logo: Bandwidth marketing, CC BY-SA 4.0, via Wikimedia Commons4

American communications provider

Bandwidth Inc. is an American communications platform as a service (CPaas) company that provides application programming interfaces (APIs) for voice calling, text messaging, and emergency services. The company operates its own global IP voice network and provides communications infrastructure for businesses and software applications. Founded in 1999 by David Morken and headquartered in Raleigh, North Carolina, Bandwith became a publicly traded company on the Nasdaq stock exchange in 2017.3 Wikipedia text CC BY-SA 4.0

Price unavailable

Last updated Oct 21, 2026.

Overview

$753.8MRevenue, fiscal 20255
-$12.9MNet income, fiscal 20255
1999Founded1

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  • TickerBAND on Nasdaq1
  • IndustryServices-Prepackaged Software1
  • HeadquartersRaleigh1
  • Websitewww.bandwidth.com
  • Incorporated inDE6
  • Business address2230 Bandmate Way, Raleigh, Nc 276076
  • Filer categoryAccelerated filer6

Bandwidth Inc. is an American communications platform as a service (CPaas) company that provides application programming interfaces (APIs) for voice calling, text messaging, and emergency services. The company operates its own global IP voice network and provides communications infrastructure for businesses and software applications.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

39.1%Gross margin5
-1.9%Operating margin5
-1.7%Net margin5
0.7%Revenue growth, 20255
-3.2%Return on equity5
0.62×Debt to equity5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

CPaaS, Usage-Based Fees brought in 55% of the revenue Bandwidth.com broke down this way in fiscal 2025.

  1. CPaaS, Usage-Based Fees$414.5M555%up 3% from 2024
  2. Messaging Surcharges$192.4M526%down 8% from 2024
  3. CPaaS, Service Fees$146.9M519%up 6% from 2024
Products and services by year
Products and services202320242025
CPaaS, Usage-Based Fees$346.9M$401.4M$414.5M
Messaging Surcharges$122.2M$208.7M$192.4M
CPaaS, Service Fees$132.0M$138.4M$146.9M

Regions

United States brought in 87% of the revenue Bandwidth.com broke down this way in fiscal 2025.

  1. United States$654.0M587%down 1% from 2024
  2. Outside the United States$99.8M513%up 11% from 2024
Regions by year
Regions202320242025
United States$514.0M$658.7M$654.0M
Outside the United States$87.1M$89.8M$99.8M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue61¢$458.8M
  • Research and development18¢$132.5M
  • Other costs21¢$158.9M
  • Income tax0¢$3.7M

Out of $753.8M in revenue.5 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Kept or used elsewhere100¢$89.5M

Out of $89.5M of cash from operations.5

Financial statements

Revenue9101112135$753.8M in 2025+269% since 2018
0$200.0M$400.0M$600.0M$800.0M2018: $204.1M$204.1M20182019: $232.6M$232.6M2019+14%2020: $343.1M$343.1M2020+48%2021: $490.9M$490.9M2021+43%2022: $573.2M$573.2M2022+17%2023: $601.1M$601.1M2023+5%2024: $748.5M$748.5M2024+25%2025: $753.8M$753.8M2025+1%
Gross profit9101112135$295.1M in 2025+207% since 2018
0$100.0M$200.0M$300.0M2018: $96.0M$96.0M20182019: $107.6M$107.6M2019+12%2020: $153.9M$153.9M2020+43%2021: $213.8M$213.8M2021+39%2022: $238.4M$238.4M2022+11%2023: $236.2M$236.2M2023−1%2024: $280.0M$280.0M2024+19%2025: $295.1M$295.1M2025+5%
Operating income9101112135-$14.4M in 2025
-$40.0M-$20.0M0$20.0M2018: $6.8M$6.8M20182019: -$17.7M-$17.7M20192020: -$13.5M-$13.5M2020−24%2021: -$2.2M-$2.2M2021−83%2022: -$24.3M-$24.3M2022+987%2023: -$35.5M-$35.5M2023+46%2024: -$20.1M-$20.1M2024−43%2025: -$14.4M-$14.4M2025−28%
Net income9101112135-$12.9M in 2025
-$60.0M-$40.0M-$20.0M0$20.0M2018: $17.9M$17.9M20182019: $2.5M$2.5M2019−86%2020: -$44.0M-$44.0M20202021: -$27.4M-$27.4M2021−38%2022: $19.6M$19.6M20222023: -$16.3M-$16.3M20232024: -$6.5M-$6.5M2024−60%2025: -$12.9M-$12.9M2025+98%

Every line of the income statement as filed: the last 3 fiscal years, latest first.5

Period ending2025-12-312024-12-312023-12-31
Revenue$753.8M$748.5M$601.1M
Cost of revenue$458.8M$468.5M$365.0M
Gross profit$295.1M$280.0M$236.2M
Research and development$132.5M$118.6M$104.2M
Sales and marketing$101.7M$109.7M$102.1M
General and administrative$75.2M$71.7M$65.4M
Total operating expenses$309.4M$300.0M$271.6M
Operating loss-$14.4M-$20.1M-$35.5M
Net gain on extinguishment of debt$1.1M$10.3M$12.8M
Gain on business interruption insurance recoveries$0$0$4.0M
Interest expense, net-$2.0M-$1.9M-$808.0K
Other (expense) income-$1.3M$2.7M$195.0K
Total other (expense) income-$2.2M$11.1M$16.2M
Loss before income taxes-$16.6M-$9.0M-$19.3M
Income tax benefit$3.7M$2.4M$3.0M
Net loss-$12.9M-$6.5M-$16.3M
Basic (in usd per share)-$0.43-$0.24-$0.64
Diluted (in usd per share)-$0.43-$0.24-$0.64
Basic (in shares)30.0M shares27.2M shares25.6M shares
Diluted (in shares)30.0M shares27.2M shares25.6M shares

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Corporate structure

Bandwidth.com sits at the top of its group. 13 entities, 11 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Bandwidth.com

  • Bandwidth.com Raleigh
    • • Bandwidth Communications Canada, Inc. Subsidiary · Canada
    • • Bandwidth Comunicaciones, S. de R.L. de C.V. Subsidiary · Mexico
    • • Bandwidth Comunicação do Brasil Ltda. Subsidiary · Brazil
    • • Bandwidth Iberia S.L Subsidiary · Spain
    • • Bandwidth.com CLEC, LLC Subsidiary · Delaware, United States
    • • DE Bandwidth GmbH Subsidiary · Germany
    • • UK Bandwidth Limited Subsidiary · United Kingdom
    • • Voice Bidco Limited Subsidiary · United Kingdom
    • • Voxbone El Salvador Sociedad Anonima De Capital Variable Subsidiary · El Salvador
    • • Voxbone Panama Inc. Subsidiary · Panama
    • • Voxbone S.A. Subsidiary · Belgium
    • • Voxbone Telekomunikasyon ve Iletisim Hizmetleri Ticaret Limited Sirketi Subsidiary · Turkey

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Bandwidth.com reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Computer equipment and software$25.7M5 Dec 31, 2025$22.4M5 Dec 31, 2024+14.7%
Operating-lease assets (leased space)$152.9M5 Dec 31, 2025$153.6M5 Dec 31, 2024−0.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$102.8M5 Dec 31, 2025$81.8M5 Dec 31, 2024+25.6%
Marketable securities, current$8.5M5 Dec 31, 2025$2.0M5 Dec 31, 2024+329.2%
Debt securities available for sale$8.5M5 Dec 31, 2025$2.0M13 Dec 31, 2024+329.2%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$356.8M5 Dec 31, 2025$317.2M5 Dec 31, 2024+12.5%
Intangible assets, net (excluding goodwill)$138.7M5 Dec 31, 2025$145.4M5 Dec 31, 2024−4.5%
Accumulated amortization$104.0M5 Dec 31, 2025$78.9M5 Dec 31, 2024+31.8%
Finite-lived intangibles, net$138.1M5 Dec 31, 2025$144.7M13 Dec 31, 2024−4.6%

Properties, in its own words

Our corporate headquarters is located in Raleigh, North Carolina, where we lease approximately 534,000 square feet of office space at 2230 Bandmate Way.

We maintain offices in locations in Raleigh, NC, Denver, CO and Rochester, NY in the United States, and in a number of locations internationally, including Brussels, Belgium; London, U.K.; Dublin, Ireland; Iasi, Romania; and Istanbul, Turkey.

The rest of Item 2

We currently lease all our facilities. We believe our corporate headquarters in Raleigh, NC will provide sufficient space to accommodate our growing work force.

Item 2 of the 10-K filed Feb 19, 2026.18

The story

Bandwidth was formed in 1999 by David Morken who was later joined by Henry Kaestner as co-founder in 2001, merging Bandwidth International into Bandwidth.com.

In Aug. 2023, Bandwidth moved to a new, purpose-built 40-acre headquarters campus at 2230 Bandmate Way in Raleigh, where the company maintains a workforce of about 1,000 employees as of Aug. 2023.

On November 10, 2017, the company had an initial public offering on the Nasdq which raised $80 million in capital by selling 4 million $20 shares.

On January 11, 2024, Bandwidth terminated its incentive agreement with the state of North Carolina, which required creating over 1,100 local jobs, citing the need for more hiring flexibility outside of Raleigh.

Bandwidth has been noted for its unusual approach of incorporating Christian religion in business, including starting meetings with Christian prayers.

From Wikipedia’s article on Bandwidth Inc., shared under CC BY-SA 4.0.7

Leadership

Who has led Bandwidth.com, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (16)

Products and brands

  • telecommunications

Listed on Wikidata.1

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • • Bandwidth Communications Canada, Inc. Canada8
  • • Bandwidth Comunicaciones, S. de R.L. de C.V. Mexico8
  • • Bandwidth Comunicação do Brasil Ltda. Brazil8
  • • Bandwidth Iberia S.L Spain8
  • • Bandwidth.com CLEC, LLC Delaware, United States8
  • • DE Bandwidth GmbH Germany8
  • • UK Bandwidth Limited England and Wales8
  • • Voice Bidco Limited England and Wales8
  • • Voxbone El Salvador Sociedad Anonima De Capital Variable El Salvador8
  • • Voxbone Panama Inc. Panama8
  • • Voxbone S.A. Belgium8
  • • Voxbone Telekomunikasyon ve Iletisim Hizmetleri Ticaret Limited Sirketi Turkey8

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Acquisitions

On October 12, 2020, Bandwidth announced it had signed a definitive agreement to acquire Voxbone for an enterprise value of €446 million EUR.

From Wikipedia’s article on Bandwidth Inc., shared under CC BY-SA 4.0.7

Former names

  • Bandwidth.com, Inc.Mar 9, 2011 to Oct 10, 20176

Timeline

  1. Sep 15, 20268-K Regulation FD disclosure41
  2. Sep 4, 20268-K Executive or director change; Regulation FD disclosure42
  3. Aug 3, 20268-K Other events43
  4. Jul 29, 20268-K Entered a material agreement; Results of operations; Executive or director change44
  5. Jun 18, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares45
  6. Jun 16, 20268-K Other events46
  7. Jun 15, 20268-K Other events47
  8. May 29, 20268-K Shareholder vote48
  9. May 12, 20268-K Regulation FD disclosure49
  10. Apr 30, 20268-K Results of operations50
  11. Mar 2, 20268-K Other events51
  12. Feb 19, 20268-K Results of operations52
  13. Nov 9, 2017New chief executive David A. Morken becomes CEO19
  14. 1999Founded Founded1

Calendar

Coming up

  1. Oct 29, 2026 · Before the openReports results for the quarter ending Sep/2026 A year earlier it reported $0.09 a share, on Oct 30, 2025.53

When it reported results

  1. Jul 29, 2026Reported quarterly or annual results44
  2. Apr 30, 2026Reported quarterly or annual results50
  3. Feb 19, 2026Reported quarterly or annual results52
  4. Oct 30, 2025Reported quarterly or annual results54
  5. Jul 29, 2025Reported quarterly or annual results55
  6. May 7, 2025Reported quarterly or annual results56
  7. Feb 20, 2025Reported quarterly or annual results57
  8. Oct 31, 2024Reported quarterly or annual results58

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

603 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 48 major events, 382 insider forms, 25 large holders, 128 other. The latest 20:

  1. Sep 17, 20264 EDGAR
  2. Sep 15, 20268-K EDGAR
  3. Sep 11, 2026144 EDGAR
  4. Sep 10, 20263 EDGAR
  5. Sep 4, 20268-K EDGAR
  6. Sep 3, 20264 EDGAR
  7. Sep 3, 20264 EDGAR
  8. Sep 2, 2026144 EDGAR
  9. Sep 2, 20264 EDGAR
  10. Sep 1, 20264 EDGAR
  11. Sep 1, 20264 EDGAR
  12. Sep 1, 20264 EDGAR
  13. Sep 1, 20264 EDGAR
  14. Sep 1, 20264 EDGAR
  15. Sep 1, 20264 EDGAR
  16. Sep 1, 20264 EDGAR
  17. Sep 1, 20264 EDGAR
  18. Sep 1, 20264 EDGAR
  19. Aug 31, 20264 EDGAR
  20. Aug 27, 2026144 EDGAR

The 603 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

239 open-market trades by officers, directors and large owners since October 2021: 8 buys and 231 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 16, 2026Roush Lukas M.DirectorSale1,500$48.60$72.9KForm 4
Sep 2, 2026Ross KadeChief Information OfficerSale4,000$48.15$192.6KForm 4
Sep 2, 2026Raiford Daryl EChief Financial OfficerSale7,227$49.00$354.1KForm 4
Sep 1, 2026Krupka Devin MController, PAOSale3,074$48.97$150.5KForm 4
Aug 31, 2026Agarwal DeveshChief Operating OfficerSale4,869$49.14$239.3KForm 4
Aug 31, 2026Krupka Devin MController, PAOSale1,219$49.14$59.9KForm 4
Aug 31, 2026Asbill Richard BrandonGeneral CounselSale1,832$49.14$90.0KForm 4
Aug 31, 2026Ross KadeChief Information OfficerSale1,616$49.14$79.4KForm 4
Aug 31, 2026Bottorff RebeccaChief People OfficerSale2,713$49.14$133.3KForm 4
Aug 31, 2026Morken David A.Chairman & CEOSale5,128$49.14$252.0KForm 4
Aug 31, 2026Raiford Daryl EChief Financial OfficerSale4,673$49.14$229.6KForm 4
Aug 27, 2026Roush Lukas M.DirectorSale1,500$47.35$71.0KForm 4
Aug 17, 2026Suriano Douglas ADirectorSale4,000$53.09$212.3KForm 4
Aug 10, 2026Agarwal DeveshChief Operating OfficerSale3,173$50.45$160.1KForm 4
Jun 12, 2026Krupka Devin MController, PAOSale14,413$65.44$943.2KForm 4
Jun 5, 2026Asbill Richard BrandonGeneral CounselSale29,214$72.03$2.1MForm 4
Jun 2, 2026Ross KadeChief Information OfficerSale4,000$69.39$277.6KForm 4
Jun 2, 2026Raiford Daryl EChief Financial OfficerSale6,374$69.19$441.0KForm 4
Jun 1, 2026Raiford Daryl EChief Financial OfficerSale7,940$68.51$543.9KForm 4
Jun 1, 2026Raiford Daryl EChief Financial OfficerSale4,228$64.15$271.2KForm 4

All 239 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025David A. Morken56$532.0K$7.6M68
2025Devesh Agarwal56$400.0K$4.1M68
2025Daryl E. Raiford63$450.9K$3.8M68
2025Rebecca G. Bottorff58$378.3K$2.2M68
2025R. Brandon Asbill59$382.6K$2.0M68
2024Chief Financial Officer$437.8K$2.3M68
2024Chief Executive Officer$516.5K$2.1M68
2024Chief People Officer$367.3K$1.4M68
2024General Counsel$371.5K$1.1M68
2024Chief Operating Officer$350.0K$1.1M68
2023Chief Financial Officer$437.8K$2.9M68
2023Chief Executive Officer$516.5K$2.0M68
2023Chief People Officer$367.3K$1.3M68
2023General Counsel$371.5K$1.1M68

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.2,463,857$156.0M0.0%−493,851
Hood River Capital Management LLC2,295,924$145.3M1.1%New
Driehaus Capital Management LLC1,388,899$87.9M0.5%New
D. E. Shaw & Co., Inc.1,311,050$83.0M0.1%+961,190
Vanguard Capital Management LLC1,284,658$81.3M0.0%+89,780
State Street Corp940,836$59.6M0.0%+217,541
Dimensional Fund Advisors LP938,163$59.4M0.0%−613,345
Wellington Management Group Llp911,893$57.7M0.0%+530,182
Two Sigma Investments, LP824,923$52.2M0.0%+330,991
Arrowstreet Capital, Limited Partnership794,130$50.3M0.0%+105,700
Cypress Point Investment Management LP775,581$49.1M8.9%−807,618
Geode Capital Management, LLC767,501$48.6M0.0%+74,041
Jane Street Group, LLC720,419$45.6M0.0%+630,572
Vanguard Portfolio Management LLC659,516$41.7M0.0%+115,607
Nuveen, LLC648,622$41.1M0.0%+299,447
Renaissance Technologies LLC644,000$40.8M0.1%−981
Fmr LLC544,221$34.4M0.0%+20,133
Ameriprise Financial Inc536,459$34.0M0.0%−43,165
Assenagon Asset Management S.A.527,214$33.4M0.0%+35,341
Connor, Clark & Lunn Investment Management Ltd.486,523$30.8M0.1%+19,037
Portolan Capital Management, LLC412,701$26.1M1.0%New
Citadel Advisors LLC382,961$24.2M0.0%+162,112
Aqr Capital Management LLC381,122$24.1M0.0%−62,470
G2 Investment Partners Management LLC366,938$23.2M4.2%New
Goldman Sachs Group Inc346,268$21.9M0.0%−18,671

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Bandwidth.com is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBandwidth Inc.2
  • CIK0001514416
  • Employer ID (EIN)56-224265718
  • Filer statusAccelerated filer not an emerging growth company; not a smaller reporting company; not a shell company18
  • Incorporated inDelaware18
  • Fiscal year endsDecember 312
  • Industry code (SIC)7372 Services-Prepackaged Software2
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance2
  • Business address2230 Bandmate Way, Raleigh, NC 276072
  • Phone800-808-51502
  • Shares outstanding29,428,894 Common Class A shares; 1,958,028 Common Class B shares as of Feb 13, 202618
  • Public float$430.7M as of Jun 30, 202518
  • AuditorErnst & Young LLP, Raleigh, NC PCAOB ID 42; it also attests to the company’s internal control over financial reporting18
  • On EDGAR sinceMar 9, 20112
  • Filings1,108 in all: 4 (687), 8-K (98), 144 (94), SC 13G/A (54), 10-Q (27), SC 13G (25), 3 (22), CORRESP (12)2
    All 37 form types

    DEFA14A (11), UPLOAD (11), 10-K (9), DEF 14A (9), S-8 (6), ARS (4), S-1/A (4), 4/A (3), SCHEDULE 13G/A (3), 144/A (2), 3/A (2), 424B5 (2), 424B7 (2), CERTNAS (2), DRS/A (2), DRSLTR (2), EFFECT (2), SCHEDULE 13G (2), 424B1 (1), 5 (1), 8-A12B (1), 8-K/A (1), D (1), D/A (1), DRS (1), PRE 14A (1), S-1 (1), S-3 (1), S-3ASR (1)

  • Latest filingsAnnual report (10-K) Feb 19, 2026
    Quarterly report (10-Q) Jul 29, 2026
    Proxy statement (DEF 14A) Apr 14, 2026
    Latest 8-K (8-K) Sep 15, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, par value $0.001 per shareBANDNASDAQ Global Select Market

From the cover page of the 10-K filed Feb 19, 2026 (Section 12(b) of the Exchange Act).18

Risk factors and legal proceedings

The risks Bandwidth.com names in Item 1A of its 10-K filed Feb 19, 2026: 67 risks under these headings, as written.18

  • Risks Related to Our Business
  • Our growth and financial health are impacted by a number of risks, including uncertain capital markets, political and economic instability in a number of regions, the imposition of widespread tariffs, unfavorable macroeconomic conditions, recessionary fears, high rates of inflation and higher interest rates.
  • Nearly all of our operating cash is maintained in deposit accounts with various financial institutions and is not insured by the FDIC.
  • Government shutdowns or delays in government agency operations, including those of the FCC, could materially and adversely affect our business, financial condition, and results of operations.
  • The market in which we participate is highly competitive, and if we do not compete effectively, our business, results of operations and financial condition could be adversely affected.
  • If we are unable to attract new customers in a cost-effective manner, our business, results of operations and financial condition could be adversely affected.
  • The market for some of our services is new and unproven, may decline or experience limited growth and is dependent in part on enterprises and developers continuing to adopt our platform and use our services.
  • Our ability to achieve revenue growth, cashflow, and operating performance depends on retaining customers and increasing their use of our services.
  • If we are unable to increase the revenue that we derive from enterprises, our business, results of operations and financial condition may be adversely affected.
  • If we do not develop enhancements to our services and introduce new services or features that achieve marketplace acceptance and preference, our business, results of operations and financial condition could be adversely affected.
  • Use of AI in our business, and its use by others, may present challenges with properly managing its use including potential reputational harm, competitive harm, and legal liability, or otherwise adversely affect our operations.
  • As we continue to expand our services geographically and otherwise, we may experience difficulties in maintaining our corporate culture, operational infrastructure and management, and our business, results of operations and financial condition could be adversely affected.
The other 56 risks
  • Our pricing and billing systems are complex, and errors could adversely affect our results of operations.
  • We must continue to develop effective business support systems to implement customer orders and to provide and bill our customers for services.
  • If we are not able to maintain and enhance our brand and increase market awareness of our company and services, then our business, results of operations and financial condition may be adversely affected.
  • Any failure to deliver and maintain high-quality customer support may adversely affect our relationships with our customers and prospective customers, and could adversely affect our reputation, business, results of operations and financial condition.
  • We operate internationally, which exposes us to risks that are incremental to those experienced by a company operating only domestically.
  • A significant portion of our revenue is concentrated in a limited number of large customers.
  • Attacks on or breaches of our networks or systems, or those of third parties upon which we rely, could degrade our ability to conduct our business, compromise the integrity of our services and our communications platform, result in service degradation or outages, significant data losses, the theft of our intellectual property, investigations and fines by government agencies and damage to our reputation, and could expose us to liability to third parties and require us to incur significant additional costs to maintain the security of our networks and data.
  • We are currently subject to litigation related to taxes and charges associated with our provision of 911 services, which could divert management’s attention and adversely affect our results of operations.
  • We face a risk of litigation and/or regulatory enforcement actions resulting from customer or end user misuse of our services and software to make or send unauthorized and/or unsolicited calls and/or messages, including those in violation of the Telephone Consumer Protection Act of 1991 (the “TCPA”), the Telemarketing Sales Rule (the “TSR”), and other state and federal laws. Customer or end user misuse of our services and software also could damage our reputation.
  • We are also subject to litigation in the ordinary course of business, and uninsured judgments or a rise in insurance premiums may adversely affect our results of operations.
  • The communications industry faces significant regulatory uncertainties and the resolution of these uncertainties could harm our business, results of operations and financial condition.
  • The effects of either increased or decreased regulation of IP-based services are unknown.
  • Our operations are subject to significant regulation and require us to obtain and maintain numerous governmental licenses and permits in the United States and internationally. If we fail to obtain and maintain those licenses and permits, we may not be able to conduct our business. Moreover, changes in regulatory requirements could significantly increase our costs or otherwise adversely affect our operations.
  • Our business could suffer if we cannot obtain or retain numbering resources or are significantly limited with how numbers may be distributed to customers.
  • We may be exposed to liabilities under anti-corruption, export control and economic sanction regulations, and similar laws and regulations, and any determination that we violated any of these laws or regulations could have a material adverse effect on our business.
  • Intellectual property and proprietary rights of others could prevent us from using necessary technology to provide our services or subject us to expensive intellectual property litigation.
  • Our use of open source software could negatively affect our ability to sell our services and subject us to possible litigation.
  • Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.
  • If we fail to protect our internally developed systems, technology and software and our patents and trademarks, we may become involved in costly litigation or our business or brand may be harmed.
  • We may be liable for the information that content owners or distributors distribute over our network.
  • Third parties may fraudulently obtain access to customer accounts and other personal information, use our services to commit fraud or steal our services, which could damage our reputation, limit our growth or cause us to incur additional expenses.
  • If our customers or their end users do not accept the differences between our service and traditional telephone service, they may choose to remain with their current telephone service provider or may choose to return to service provided by traditional network service providers.
  • We may lose customers if we experience failures of our system or communications platform that significantly disrupt the availability and quality of the services that we provide. Such failures may also cause interruptions to service delivery and the completion of other corporate functions.
  • Defects or errors in our services could diminish demand for our services, harm our business and results of operations and subject us to liability.
  • If our emergency services do not function properly, we may be exposed to significant liability from our users.
  • Any disruption to or termination of arrangements with key suppliers could cause delay and additional costs and could harm our relationships with current and prospective customers.
  • Our customer churn rate may increase.
  • The market prices for certain of our services have decreased in the past and may decrease in the future, resulting in lower revenue than we anticipate.
  • The need to obtain additional IP circuits from other providers increases our costs. In addition, the need to interconnect our network to networks that are controlled by others could increase our costs and adversely impact our business.
  • We depend largely on the continued services of our senior management and other key employees, the loss of any of whom could adversely affect our business, results of operations and financial condition.
  • If we are unable to hire, retain and motivate qualified personnel, our business will suffer.
  • We could be subject to additional tax liabilities for historic and future sales, use and similar taxes, which could adversely affect our results of operations.
  • Our global operations and legal entity structure subject us to potentially adverse income tax consequences.
  • Our ability to use our net operating loss and tax credit carryforwards to offset future taxable income may be subject to certain limitations.
  • If we redeem or repurchase shares of our stock in the future, we could be subject to an excise tax.
  • If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
  • If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
  • If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.
  • We face exposure to foreign currency exchange rate fluctuations, and such fluctuations could adversely affect our business, results of operations and financial condition.
  • Earthquakes, hurricanes, fires, floods, pandemics, power outages, terrorist attacks, acts of war, civilian unrest and other significant events could disrupt our business and ability to serve our clients.
  • We may acquire or invest in companies, which may divert our management’s attention and result in debt or dilution to our stockholders. We may not be able to efficiently and effectively integrate acquired operations, and thus may not fully realize the anticipated benefits from such acquisitions.
  • Risks Related to the Convertible Notes
  • Servicing our debt requires a significant amount of cash, and additional indebtedness could intensify the risk associated with our indebtedness.
  • We may not have the ability to raise the funds necessary for cash settlement upon conversion of the Convertible Notes or to repurchase the Convertible Notes for cash following a fundamental change, and the conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial conditions and operating results.
  • The Capped Calls may affect the value of the Convertible Notes and our Class A common stock.
  • We are subject to counterparty risk with respect to the Capped Calls.
  • Risks Related to Ownership of Our Class A Common Stock
  • The trading price of our Class A common stock may be volatile, and you could lose all or part of your investment.
  • Substantial future sales of shares of our Class A common stock could cause the market price of our Class A common stock to decline.
  • The dual class structure of our common stock has the effect of concentrating voting control with those stockholders who held our capital stock prior to the completion of our initial public offering. This may limit or preclude stockholders’ ability to influence corporate matters, including the election of directors, amendments to our organizational documents and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval.
  • We cannot predict the impact our capital structure may have on our stock price.
  • If securities or industry analysts cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our Class A common stock adversely, the trading price of our Class A common stock and trading volume could decline.
  • Anti-takeover provisions contained in our second amended and restated certificate of incorporation and third amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
  • Our second amended and restated certificate of incorporation and our third amended and restated bylaws include super-majority voting provisions that will limit your ability to influence corporate matters.
  • Our third amended and restated bylaws provide, subject to certain exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
  • We may need additional capital in the future and such capital may be limited or unavailable. Failure to raise capital when needed could prevent us from growing in accordance with our plans.
  • We do not intend to pay dividends for the foreseeable future.
  • If a large number of shares of our Class A common stock is sold in the public market, the sales could reduce the trading price of our Class A common stock and impede our ability to raise future capital.

Legal proceedings

Information with respect to this item may be found in Note 11, “Commitments and Contingencies,” in the accompanying notes to the consolidated financial statements contained in Part II, Item 8 of this Annual Report on Form 10-K, under “Legal Matters”, which is incorporated herein by reference.

In addition to the litigation referenced above, we have received, and may in the future continue to receive, claims from third parties relating to number management and billing, employment-related claims, claims arising from customer misuse of our offerings, and claims asserting, among other things, infringement of their intellectual property rights. Future litigation may be necessary to defend ourselves, our partners and our customers by determining the scope, enforceability and validity of third-party proprietary rights, or to establish our proprietary rights or to recover amounts owed to us.

The results of any current or future litigation in which we engage cannot be predicted with certainty. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

The opening of Item 3, Legal Proceedings.18

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