BAND Form 4: CFO Converts RSUs, Executes Tax-Covering Sale Under 10b5-1 Plan

Rhea-AI Filing Summary

Bandwidth Inc. insider transactions: Chief Financial Officer Daryl Raiford reported multiple issuances and a small sale tied to vested equity awards. On August 28-30, 2025 the reporting person had Restricted Stock Units vest and converted to Class A common shares under the company equity programs, resulting in aggregate increases to direct holdings to 137,399 shares by August 30, 2025. On August 29, 2025, 3,488 shares were sold at a weighted average price of $15.0851 to cover taxes under a Rule 10b5-1 plan adopted March 3, 2023. The Form 4 discloses grant schedules and vesting histories for the RSUs tied to grants dated November 28, 2022, May 30, 2023 and November 28, 2023.

Positive

• Use of Rule 10b5-1 plan demonstrates pre-established trading instructions and compliance with insider trading rules
• Transparent disclosure of RSU grant dates and vesting schedules aids investor clarity on insider ownership changes

Negative

• Insider sale of 3,488 shares at an average of $15.0851 reduced holdings slightly; sale occurred contemporaneously with vesting

Insights

Financial Analyst

TL;DR: Officer exercised vested RSUs and executed a tax-covering sale under a 10b5-1 plan; transactions are routine and non-dilutive to core operations.

The Form 4 documents vesting-related increases in direct Class A common stock holdings and a small, weighted-average-price sale of 3,488 shares to cover tax withholding. The sale was executed pursuant to a Rule 10b5-1 instruction letter dated March 3, 2023; reported prices ranged from $14.87 to $15.1947. The filing also details the original RSU grant dates and vesting schedules, which explains the timing and volumes of the reported movements.

Corporate Governance Expert

TL;DR: Disclosure shows adherence to insider trading controls and planned selling for tax obligations, consistent with governance best practices.

The reporting person used a documented 10b5-1 plan for tax-related sales and provided explanatory footnotes about weighted-average sale prices and vesting schedules. The Form 4 is specific about the grant dates, vesting tranches, and the number of RSUs converting to shares, supporting transparency. No additional indirect ownership arrangements beyond an IRA are indicated.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Raiford Daryl

(Last) (First) (Middle)

C/O BANDWIDTH INC.

2230 BANDMATE WAY

(Street)

RALEIGH NC 27607

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bandwidth Inc. [ BAND ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/28/2025		M		3,141	A	$0	124,553	D
Class A Common Stock	08/28/2025		M		5,731	A	$0	130,284	D
Class A Common Stock	08/29/2025		S(1)		3,488	D	$15.0851(2)	126,796	D
Class A Common Stock	08/30/2025		M		10,603	A	$0	137,399	D
Class A Common Stock								1,625	I	By IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	08/28/2025		M			3,141	(4)	(4)	Class A Common Stock	3,141	$0	3,142	D
Restricted Stock Units	(3)	08/28/2025		M			5,731	(5)	(5)	Class A Common Stock	5,731	$0	28,653	D
Restricted Stock Units	(3)	08/30/2025		M			10,603	(6)	(6)	Class A Common Stock	10,603	$0	31,806	D

Explanation of Responses:

1. Reflects shares sold to cover taxes upon the vesting of Restricted Stock Units on August 28, 2025, pursuant to a Rule 10b5-1 instruction letter adopted by the Reporting Person on March 3, 2023 related solely to tax obligations associated with awards received in connection with Bandwidth Inc. (the "Company") equity compensation programs.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.87 to $15.1947. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.

4. On November 28, 2022, the Reporting Person was granted 37,700 Restricted Stock Units, one third of which vested on the first anniversary of the date of grant and the remaining shares vest in eight equal quarterly installments beginning on February 28, 2024.

5. On November 28, 2023, the Reporting Person was granted 68,767 Restricted Stock Units, one third of which vested on the first anniversary of the date of grant and the remaining shares vest in eight equal quarterly installments beginning on February 28, 2025.

6. On May 30, 2023, the Reporting Person was granted 127,226 Restricted Stock Units, one third of which vest on the first anniversary of the date of grant and the remaining shares vest in eight equal quarterly installments beginning on August 30, 2024.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Daryl E. Raiford	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Bandwidth Inc. (BAND) report on this Form 4?

The CFO reported vesting and conversion of Restricted Stock Units into Class A shares and a sale of 3,488 shares on 08/29/2025 to cover taxes.

Why were shares sold by the reporting person?

The filing states shares were sold to cover taxes upon RSU vesting, executed pursuant to a Rule 10b5-1 instruction letter adopted on March 3, 2023.

How many Class A shares did the reporting person own after the transactions?

Following the reported transactions, the reporting person held 137,399 Class A shares as of 08/30/2025 (direct ownership).

What price were the sold shares executed at?

The sale was at a weighted average price of $15.0851, with individual trade prices ranging from $14.87 to $15.1947.

What RSU grants and vesting schedules are disclosed?

The filing cites RSU grants dated 11/28/2022, 05/30/2023, and 11/28/2023, each with one-third vesting on the first anniversary and remaining shares vesting in eight quarterly installments starting on specified dates.