Bandwidth Insider Sale: 2,025 Shares Disposed Post-RSU Vesting

Rhea-AI Filing Summary

John C. Murdock, a director of Bandwidth Inc. (BAND), received and then sold Class A common stock tied to restricted stock units. On 08/28/2025 he was issued 2,025 shares through the vesting of restricted stock units originally granted on 11/28/2024; those RSUs vest in four equal quarterly installments beginning 02/28/2025. The award is reported as a grant with zero purchase price because each RSU converts into one share.

On 08/29/2025 the reporting person sold 2,025 shares at a weighted average price of $15.0508, with actual trade prices ranging from $14.93 to $15.20. Following these reported transactions he beneficially owned 111,347 shares of Class A common stock directly.

Positive

• Transparent disclosure of weighted average sale price and price range ($14.93 to $15.20).
• Compliance with Section 16 reporting showing both acquisition from RSU vesting and subsequent sale.
• RSU vesting schedule is clearly described: 8,098 RSUs granted on 11/28/2024 vesting in four equal quarterly installments beginning 02/28/2025.

Negative

• Disposition of vested shares reduced the reporting person's direct holdings by 2,025 shares.
• Sale occurred immediately after vesting, which may be perceived by some investors as monetization rather than long-term holding.

Insights

Corporate Governance Expert

TL;DR: Routine insider vesting and subsequent sale of vested shares; appears to be standard compensation monetization.

The filing shows a scheduled vesting of restricted stock units and an immediate disposition of those vested shares. The RSU grant originally granted 8,098 units and vests quarterly, indicating a time-based compensation structure. The director reported the sale as a direct disposition and provided the weighted average sale price range in an explanatory footnote, which supports transparency and compliance with Section 16 reporting obligations. There is no indication in the form of atypical accelerated vesting, related-party transfers, or transactions under unusual arrangements.

Securities Analyst

TL;DR: Insider sold 2,025 shares at roughly $15.05 after RSU vesting; impact on ownership is modest.

The reporting shows 2,025 RSUs vested and were converted to 2,025 shares reported as acquired at zero cost, followed by an immediate sale of the same 2,025 shares at a weighted average price of $15.0508. Post-transaction direct beneficial ownership stood at 111,347 Class A shares. These trades are consistent with executives monetizing vested equity rather than signaling material corporate events. The footnote discloses the sale price range ($14.93 to $15.20) and offers to provide detailed breakdowns if requested, which is a thorough disclosure practice.

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
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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).

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^*

Murdock John C.

(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
	Officer (give title below)		Other (specify below)

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		2,025	A	$0	113,372	D
Class A Common Stock	08/29/2025		S		2,025	D	$15.0508(1)	111,347	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	(2)	08/28/2025		M			2,025	(3)	(3)	Class A Common Stock	2,025	$0	2,024	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.93 to $15.20. The Reporting Person undertakes to provide Bandwidth Inc. (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.

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

3. On November 28, 2024, the Reporting Person was granted 8,098 Restricted Stock Units, which vest in four equal quarterly installments beginning on February 28, 2025.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for John C. Murdock	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).
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 transactions did BAND director John C. Murdock report on Form 4?

He reported the vesting of 2,025 restricted stock units into 2,025 Class A shares on 08/28/2025 and the sale of 2,025 shares on 08/29/2025.

At what price were the 2,025 BAND shares sold?

The weighted average sale price was $15.0508, with individual trade prices ranging from $14.93 to $15.20.

How many BAND Class A shares does John C. Murdock beneficially own after these transactions?

He beneficially owned 111,347 Class A common shares following the reported transactions.

When were the RSUs originally granted and what is the vesting schedule?

The 8,098 Restricted Stock Units were granted on 11/28/2024 and vest in four equal quarterly installments beginning 02/28/2025.

Does the Form 4 disclose the exact number of shares sold at each price?

No. The filing gives a weighted average price and a range ($14.93 to $15.20) and offers to provide the per-price breakdown upon request.