Bandwidth Inc-A 2024年度报告

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K :ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2024 OR Commission File Number: 001-38285 (Exact name of registrant as specified in its charter) Securities Registered Pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None__________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes:No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days. Yes:No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). Yes:No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.: If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo: The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2024, the lastbusiness day of the registrant’s most recently completed second fiscal quarter, was $409.0 million based upon the closing price reported forsuch date on the NASDAQ Global Select Market. As of February 14, 2025, 26,665,744 shares of the registrant’s Class A common stock and 1,958,028 shares of registrant’s Class B commonstock were outstanding, respectively. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Definitive Proxy Statement for the 2025 Annual Meeting of Stockholders are incorporated herein by reference inPart II and Part III of this Annual Report on Form 10-K to the extent stated herein. Such Definitive Proxy Statement will be filed with theSecurities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2024. PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities59Item 6.[Reserved]60Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations61Item 7A.Quantitative and Qualitative Disclosures About Market Risk83Item 8.Financial Statements and Supplementary Data85Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure130Item 9A.Controls and Procedures131Item 9B.Other Information132Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections132 PART III Item 10.Directors, Executive Officers and Corporate Governance133Item 11.Executive Compensation133Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters133Item 13.Certain Relationships and Related Transactions and Director Independence133Item 14.Principal Accountant Fees and Services133