Bandwidth (NASDAQ: BAND) CEO exercises 11.8K RSUs and sells 4.6K shares

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Bandwidth Inc. Chairman & CEO David A. Morken reported a mix of option exercises and stock sales. On May 28, 2026, he exercised 11,830 Restricted Stock Units, each representing one share of Class A Common Stock, at a conversion price of $0.00 per unit.

On May 29, 2026, he sold 4,632 shares of Class A Common Stock in open-market transactions at weighted average prices of $58.37, $59.48, and $60.00 per share, with prices ranging from $57.88 to $59.75. After these trades, he directly held 7,198 Class A shares and continued to hold unvested Restricted Stock Units from prior grants of 92,725 and 49,234 units that vest over time.

Insider Trade Summary

Net Seller: 4,632 shares ($272,573)

Net Sell 7 txns

Insider Morken David A.

Role Chairman & CEO

Sold 4,632 shs ($273K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	2,645	$58.3693	$154K
Sale	Class A Common Stock	1,978	$59.4771	$118K
Sale	Class A Common Stock	9	$60.00	$540.00
Exercise	Restricted Stock Units	7,727	$0.00	--
Exercise	Restricted Stock Units	4,103	$0.00	--
Exercise	Class A Common Stock	7,727	$0.00	--
Exercise	Class A Common Stock	4,103	$0.00	--

Holdings After Transaction: Class A Common Stock — 9,185 shares (Direct, null); Restricted Stock Units — 15,454 shares (Direct, null)

Footnotes (1)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.88 to $58.88. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.89 to $59.75. 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. Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock. On November 28, 2023, the Reporting Person was granted 92,725 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. On November 28, 2024, the Reporting Person was granted 49,234 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.

Key Figures

Shares sold: 4,632 shares Exercise shares: 11,830 shares Sale prices: $58.37, $59.48, $60.00 per share +4 more

7 metrics

Shares sold 4,632 shares Open-market sales on May 29, 2026

Exercise shares 11,830 shares RSUs converted to Class A on May 28, 2026

Sale prices $58.37, $59.48, $60.00 per share Weighted average prices for May 29, 2026 sales

Price range $57.88–$59.75 per share Range for multiple sale transactions

Shares held after 7,198 shares Direct Class A holdings following transactions

RSU grant 2023 92,725 units Granted November 28, 2023, vesting over time

RSU grant 2024 49,234 units Granted November 28, 2024, vesting over time

Key Terms

Restricted Stock Unit, weighted average price, open-market sale, derivative security, +1 more

5 terms

Restricted Stock Unit financial

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

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.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

contingent right financial

"Each Restricted Stock Unit represents a contingent right to receive one share"

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Form 4 Insider Transactions: What Each Field Means →

06/01/2026 - 04:40 PM

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

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
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/28/2026		M		7,727	A	$0	7,727	D
Class A Common Stock	05/28/2026		M		4,103	A	$0	11,830	D
Class A Common Stock	05/29/2026		S		2,645	D	$58.3693⁽¹⁾	9,185	D
Class A Common Stock	05/29/2026		S		1,978	D	$59.4771⁽²⁾	7,207	D
Class A Common Stock	05/29/2026		S		9	D	$60	7,198	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	05/28/2026		M			7,727	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	7,727	$0	15,454	D
Restricted Stock Units	⁽³⁾	05/28/2026		M			4,103	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	4,103	$0	24,617	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 $57.88 to $58.88. 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 $58.89 to $59.75. 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 92,725 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 49,234 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.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for David A. Morken	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Bandwidth (BAND) CEO David Morken report?

David Morken reported exercising 11,830 Restricted Stock Units into Class A Common Stock and selling 4,632 shares in open-market transactions. These trades occurred on May 28–29, 2026, and were disclosed as routine Form 4 transactions with detailed pricing ranges.

How many Bandwidth (BAND) shares did the CEO sell and at what prices?

The CEO sold 4,632 shares of Bandwidth Class A Common Stock. Weighted average sale prices were about $58.37, $59.48, and $60.00 per share, with individual trade prices ranging from $57.88 to $59.75 across multiple open-market transactions.

How many Bandwidth (BAND) shares does the CEO hold after these transactions?

After the reported sales, David Morken directly held 7,198 shares of Bandwidth Class A Common Stock. He also continued to hold additional unvested Restricted Stock Units that can convert into more shares as they vest under their existing schedules.

What Restricted Stock Unit grants does the Bandwidth (BAND) CEO have outstanding?

Footnotes show the CEO was granted 92,725 Restricted Stock Units on November 28, 2023 and 49,234 units on November 28, 2024. One third of each grant vested after one year, with the remainder vesting in eight equal quarterly installments beginning in 2025 and 2026.

Were the Bandwidth (BAND) CEO’s recent stock sales open-market transactions?

Yes. The Form 4 describes the CEO’s 4,632-share dispositions as open-market sales. Footnotes explain the reported prices are weighted averages for multiple trades executed within specified price ranges between $57.88 and $59.75 per share.