Bandwidth (BAND) CEO awarded 36,085 RSUs, withholds 10,256 shares for taxes

Rhea-AI Filing Summary

Bandwidth Inc. Chairman & CEO David A. Morken reported equity compensation activity in the company’s Class A common stock. On February 20, 2026, he was granted 36,085 restricted stock units, all of which vested immediately. To satisfy tax obligations, 10,256 shares were withheld at $15.12 per share, described as a tax-withholding disposition rather than an open-market sale. After these transactions, he directly owned 60,890 shares of Class A common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Morken David A.

Role Chairman & CEO

Type	Security	Shares	Price	Value
Exercise	Class A Common Stock	36,085	$0.00	--
Tax Withholding	Class A Common Stock	10,256	$15.12	$155K

Holdings After Transaction: Class A Common Stock — 71,146 shares (Direct)

Footnotes (1)

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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^*

Morken David A.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		M(1)		36,085	A	$0	71,146	D
Class A Common Stock	02/20/2026		F		10,256	D	$15.12	60,890	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

Explanation of Responses:

1. On February 20, 2026, the Reporting Person was granted 36,085 Restricted Stock Units, all of which vested immediately.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for David A. Morken	02/23/2026
	** 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.

FAQ

What equity award did Bandwidth (BAND) CEO David A. Morken receive?

David A. Morken received a grant of 36,085 restricted stock units of Bandwidth Class A common stock, with all units vesting immediately on February 20, 2026. This increased his directly owned share position before tax-withholding adjustments.

How many Bandwidth (BAND) shares were withheld for David Morken’s taxes?

A total of 10,256 Bandwidth Class A shares were disposed of as a tax-withholding transaction at a price of $15.12 per share. This reflects shares withheld to cover tax liabilities rather than an open-market sale.

Did Bandwidth (BAND) CEO David Morken buy or sell shares on the market?

The filing shows no open-market purchases or sales. Activity consists of an immediate vesting of 36,085 restricted stock units and a tax-withholding disposition of 10,256 shares to satisfy tax obligations tied to that vesting.

How many Bandwidth (BAND) shares does David Morken own after this Form 4?

Following the equity grant and related tax-withholding disposition, David A. Morken directly owns 60,890 shares of Bandwidth Class A common stock. This figure reflects his updated direct holdings reported in the Form 4.

What do the Form 4 transaction codes M and F mean for Bandwidth (BAND)?

Code M indicates an exercise or conversion of a derivative security, here tied to vested restricted stock units. Code F represents a tax-withholding disposition, where shares are delivered to cover taxes rather than sold in the open market.