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  4. [Form 4] Bandwidth Inc. Insider Trading Activity

Bandwidth COO sells 4,869 shares around $49

Bandwidth Inc. (BAND) reported insider equity activity by Chief Operating Officer Devesh Agarwal.

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Bandwidth Inc. (BAND) reported insider equity activity by Chief Operating Officer Devesh Agarwal. On August 28, 2026, he exercised 11,231 Restricted Stock Units, receiving an equal number of Class A Common shares at a reported price of $0.0000 per share. The RSUs relate to prior grants that vest over time. On August 31, 2026, he sold 2,849 Class A shares at a weighted average price of $48.8226 and 2,020 shares at a weighted average price of $49.6021 in multiple open-market transactions within disclosed price ranges.

Positive

  • None.

Negative

  • None.
Insider Agarwal Devesh
Role Chief Operating Officer
Sold 4,869 shs ($239K)
Approx. gross sale proceeds $239K
Type Security Shares Price Value
Sale Class A Common Stock F1 2,849 $48.8226 $139K
Sale Class A Common Stock F2 2,020 $49.6021 $100K
Exercise Restricted Stock Units F3, F4 3,927 $0.00 $0.00
Exercise Restricted Stock Units F3, F5 2,086 $0.00 $0.00
Exercise Restricted Stock Units F3, F6 5,218 $0.00 $0.00
Exercise Class A Common Stock 3,927 $0.00 $0.00
Exercise Class A Common Stock 2,086 $0.00 $0.00
Exercise Class A Common Stock 5,218 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 45,662 contracts (Direct); Class A Common Stock — 79,138 shares (Direct)
Footnotes (6)
  1. F1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.29 to $49.28. 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. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.33 to $49.6351. 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. F3. Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.
  4. F4. On November 28, 2023, the Reporting Person was granted 47,127 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.
  5. F5. On November 28, 2024, the Reporting Person was granted 25,023 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, 2026.
  6. F6. On February 28, 2025, the Reporting Person was granted 62,617 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 May 28, 2026.
Shares sold (first tranche) 2,849 shares of Class A Common Stock Sold on 2026-08-31 at weighted average price $48.8226
Weighted average sale price (first tranche) $48.8226 per share Open-market or private transactions within $48.29–$49.28 range
Shares sold (second tranche) 2,020 shares of Class A Common Stock Sold on 2026-08-31 at weighted average price $49.6021
Weighted average sale price (second tranche) $49.6021 per share Open-market or private transactions within $49.33–$49.6351 range
RSUs exercised (tranche 1) 3,927 Restricted Stock Units Exercised on 2026-08-28 into 3,927 Class A shares at $0.0000
RSUs exercised (tranche 2) 2,086 Restricted Stock Units Exercised on 2026-08-28 into 2,086 Class A shares at $0.0000
RSUs exercised (tranche 3) 5,218 Restricted Stock Units Exercised on 2026-08-28 into 5,218 Class A shares at $0.0000
Total RSUs exercised 11,231 Restricted Stock Units Total derivative exercises reported in transaction summary
Restricted Stock Unit financial
"Each Restricted Stock Unit represents a contingent right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
contingent right financial
"represents a contingent right to receive one share of the Company's Class A"
vest financial
"one third of which vested on the first anniversary of the date of grant"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
quarterly installments financial
"the remaining shares vest in eight equal quarterly installments beginning on"

FAQ

What did BAND COO Devesh Agarwal report in this Form 4?
He reported exercises of 11,231 Restricted Stock Units into Class A Common Stock on August 28, 2026, and open-market sales of 4,869 Class A shares on August 31, 2026, at disclosed weighted average prices within specified trading ranges.

How many BAND shares did Devesh Agarwal sell and at what prices?
He sold 2,849 Class A shares at a weighted average price of $48.8226 and 2,020 shares at a weighted average price of $49.6021. Each sale occurred in multiple trades within stated ranges of $48.29–$49.28 and $49.33–$49.6351, respectively.

How many BAND Restricted Stock Units did Devesh Agarwal exercise?
He exercised a total of 11,231 Restricted Stock Units on August 28, 2026, consisting of tranches of 3,927, 2,086, and 5,218 RSUs, each converting into one share of Bandwidth Inc.’s Class A Common Stock.

What do the BAND Restricted Stock Unit footnotes say about vesting?
Footnotes state RSU grants to Devesh Agarwal on November 28, 2023 (47,127 units), November 28, 2024 (25,023 units), and February 28, 2025 (62,617 units). For each grant, one third vests on the first anniversary, with remaining shares vesting in eight equal quarterly installments beginning on specified future dates.

Were Devesh Agarwal’s BAND transactions under a Rule 10b5-1 plan?
The filing’s Rule 10b5-1 checkbox is not checked, and no footnote states that the reported transactions were made pursuant to a Rule 10b5-1 trading plan.

What does each BAND Restricted Stock Unit represent in this filing?
Each RSU reported for Bandwidth Inc. represents a contingent right to receive one share of the company’s Class A Common Stock, as stated in the RSU-related footnote.

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SEC Form 4
FORM 4UNITED 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*
Agarwal Devesh
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/28/2026M3,927A$076,703D
Class A Common Stock08/28/2026M2,086A$078,789D
Class A Common Stock08/28/2026M5,218A$084,007D
Class A Common Stock08/31/2026S2,849D$48.8226(1)81,158D
Class A Common Stock08/31/2026S2,020D$49.6021(2)79,138D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)08/28/2026M3,927 (4) (4)Class A Common Stock3,927$03,927D
Restricted Stock Units(3)08/28/2026M2,086 (5) (5)Class A Common Stock2,086$010,426D
Restricted Stock Units(3)08/28/2026M5,218 (6) (6)Class A Common Stock5,218$031,309D
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 $48.29 to $49.28. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.33 to $49.6351. 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, 2023, the Reporting Person was granted 47,127 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.
5. On November 28, 2024, the Reporting Person was granted 25,023 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, 2026.
6. On February 28, 2025, the Reporting Person was granted 62,617 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 May 28, 2026.
Remarks:
/s/ Leah Webb, Attorney-in-Fact for Devesh Agarwal09/01/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR