Bandwidth (BAND) COO logs RSU vesting and tax-related share disposition

Rhea-AI Filing Summary

Bandwidth Inc. Chief Operating Officer Devesh Agarwal reported equity compensation activity involving Class A Common Stock. On February 20, 2026, he acquired 21,172 shares through Restricted Stock Units that, according to the footnote, were granted and fully vested immediately.

To cover tax obligations tied to this vesting, he then disposed of 6,478 shares at a price of $15.12 per share via a tax-withholding transaction. After these transactions, his directly held ownership stood at 92,176 shares of Bandwidth Inc. Class A Common Stock.

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).

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^*

Agarwal Devesh

(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 Operating Officer

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)		21,172	A	$0	98,654	D
Class A Common Stock	02/20/2026		F		6,478	D	$15.12	92,176	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 21,172 Restricted Stock Units, all of which vested immediately.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Devesh Agarwal	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Bandwidth (BAND) COO Devesh Agarwal report?

Devesh Agarwal reported an equity award vesting and related tax withholding. He received 21,172 shares of Bandwidth Class A Common Stock from Restricted Stock Units, then surrendered 6,478 shares to satisfy tax liabilities linked to that vesting.

How many Bandwidth (BAND) shares did the COO acquire in this Form 4?

The COO acquired 21,172 shares of Bandwidth Class A Common Stock. These came from Restricted Stock Units granted on February 20, 2026, which fully vested immediately, converting into the reported non-derivative common stock holdings on that date.

Why did Bandwidth (BAND) COO dispose of 6,478 shares in this filing?

He disposed of 6,478 shares to cover tax obligations tied to his stock award. The Form 4 labels this as a tax-withholding disposition, using shares valued at $15.12 each to pay the associated tax liability from the RSU vesting.

What is Devesh Agarwal’s Bandwidth (BAND) share ownership after these transactions?

After the RSU vesting and tax-withholding disposition, Devesh Agarwal directly holds 92,176 shares of Bandwidth Class A Common Stock. This figure reflects his updated ownership following both the share acquisition and the share surrender reported in the Form 4.

What type of equity award did the Bandwidth (BAND) COO receive?

He received 21,172 Restricted Stock Units, as described in the footnote. All RSUs vested immediately on February 20, 2026, resulting in the same number of Class A Common Stock shares being added to his direct holdings on that date.

Was the Bandwidth (BAND) COO’s share disposal an open-market sale?

The disposal was not reported as an open-market sale. The Form 4 uses transaction code F, indicating the 6,478 shares were withheld specifically to pay the exercise price or tax liability, rather than being sold on the open market.