Bandwidth (BAND) director adds 3,334 shares via RSU vesting

Rhea-AI Filing Summary

Bandwidth Inc. director Lukas M. Roush exercised 3,334 Restricted Stock Units into 3,334 shares of Class A Common Stock. After the transaction, he directly holds 59,936 Class A shares and 6,666 RSUs. The 3,334 units are part of a 13,333-unit RSU grant from November 28, 2025 that vests in four equal quarterly installments beginning February 28, 2026.

Insider Trade Summary

3,334 shares exercised/converted

Mixed 2 txns

Insider Roush Lukas M.

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,334	$0.00	--
Exercise	Class A Common Stock	3,334	$0.00	--

Holdings After Transaction: Restricted Stock Units — 6,666 shares (Direct, null); Class A Common Stock — 59,936 shares (Direct, null)

Footnotes (1)

1. Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock. On November 28, 2025, the Reporting Person was granted 13,333 Restricted Stock Units, which vest in four equal quarterly installments beginning on February 28, 2026.

Key Figures

RSUs exercised: 3,334 units Shares held after transaction: 59,936 shares RSUs remaining: 6,666 units +3 more

6 metrics

RSUs exercised 3,334 units Converted into 3,334 Class A Common shares on May 28, 2026

Shares held after transaction 59,936 shares Class A Common Stock directly owned after exercise

RSUs remaining 6,666 units Restricted Stock Units directly owned after the reported exercise

Original RSU grant 13,333 units Grant to Lukas M. Roush on November 28, 2025

Vesting schedule Four equal installments 13,333 RSUs vest quarterly beginning February 28, 2026

Exercise price $0.0000 per unit Reported transaction price per share for the RSU conversion

Key Terms

Restricted Stock Units, Class A Common Stock, contingent right, quarterly installments

4 terms

Restricted Stock Units financial

"Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Class A Common Stock financial

"Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

contingent right financial

"Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock."

quarterly installments financial

"which vest in four equal quarterly installments beginning on February 28, 2026."

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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^*

Roush Lukas M.

(Last) (First) (Middle)

C/O BANDWIDTH INC.

2230 BANDMATE WAY

(Street)

RALEIGH NORTH CAROLINA 27607

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

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

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

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

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	05/28/2026		M		3,334	A	$0	59,936	D

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	(1)	05/28/2026		M			3,334	(2)	(2)	Class A Common Stock	3,334	$0	6,666	D

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock.

2. On November 28, 2025, the Reporting Person was granted 13,333 Restricted Stock Units, which vest in four equal quarterly installments beginning on February 28, 2026.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Lukas M. Roush	06/01/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Bandwidth (BAND) director Lukas M. Roush report?

Lukas M. Roush reported exercising 3,334 Restricted Stock Units into 3,334 shares of Bandwidth Class A Common Stock. This is a compensation-related equity conversion rather than an open-market stock purchase or sale, reflecting vesting of previously granted RSUs.

How many Bandwidth (BAND) shares does Lukas M. Roush hold after this Form 4?

After the reported transaction, Lukas M. Roush directly holds 59,936 shares of Bandwidth Class A Common Stock. He also continues to hold 6,666 Restricted Stock Units, which represent additional potential future shares as those units vest over time.

What are the details of the Restricted Stock Units in this Bandwidth (BAND) filing?

Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Class A Common Stock. The 3,334 units exercised in this filing are part of an earlier 13,333-unit RSU grant awarded to director Lukas M. Roush.

When were the Bandwidth (BAND) RSUs granted to Lukas M. Roush and how do they vest?

The filing states that 13,333 Restricted Stock Units were granted on November 28, 2025. These RSUs vest in four equal quarterly installments, beginning on February 28, 2026, with each vesting tranche representing one-quarter of the original grant.

Does the Bandwidth (BAND) Form 4 show any open-market stock sales or purchases?

The Form 4 only shows derivative exercises coded as “M,” converting 3,334 Restricted Stock Units into Class A shares. There are no open-market purchase (P code) or sale (S code) transactions disclosed in this particular filing for Lukas M. Roush.