RSU vesting boosts Bandwidth Inc. (BAND) insider share holdings

Rhea-AI Filing Summary

Bandwidth Inc. director and Chief People Officer Rebecca Bottorff reported multiple equity award transactions on February 28, 2026. Several batches of Restricted Stock Units were exercised or converted into Class A common shares at a price of $0.00 per share, reflecting scheduled vesting from prior RSU grants. A separate transaction disposed of 2,219 Class A shares at $14.82 per share to cover tax withholding obligations. Following these movements, Bottorff continued to hold tens of thousands of Class A shares directly.

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^*

Bottorff Rebecca

(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)
	Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

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	02/28/2026		M		1,487	A	$0	64,662	D
Class A Common Stock	02/28/2026		M		4,121	A	$0	68,783	D
Class A Common Stock	02/28/2026		M		2,188	A	$0	70,971	D
Class A Common Stock	02/28/2026		F		2,219	D	$14.82	68,752	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	(1)	02/28/2026		M			1,487	(2)	(2)	Class A Common Stock	1,487	$0	2,974	D
Restricted Stock Units	(1)	02/28/2026		M			4,121	(3)	(3)	Class A Common Stock	4,121	$0	12,363	D
Restricted Stock Units	(1)	02/28/2026		M			2,188	(4)	(4)	Class A Common Stock	2,188	$0	15,317	D

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock.

2. On August 28, 2023, the Reporting Person was granted 17,844 Restricted Stock Units, one third of which vested on the first anniversary of the date of grant and the remaining shares vest in eight quarterly installments beginning on November 28, 2024.

3. On November 28, 2023, the Reporting Person was granted 49,451 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.

4. On November 28, 2024, the Reporting Person was granted 26,257 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 Rebecca Bottorff	03/02/2026
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Bandwidth Inc. (BAND) report for Rebecca Bottorff?

Rebecca Bottorff reported multiple equity award transactions on February 28, 2026. Several Restricted Stock Unit grants were converted into Class A common shares, and a separate transaction disposed of 2,219 shares at $14.82 per share to satisfy tax withholding obligations.

What does transaction code M mean in the Bandwidth (BAND) Form 4 filing?

Code M in this Form 4 indicates an exercise or conversion of derivative securities, here Restricted Stock Units, into Class A common stock. These RSU conversions occurred at a price of $0.00 per share as part of the vesting terms of previously granted equity awards.

Why were 2,219 Bandwidth (BAND) shares disposed of at $14.82 in this filing?

The 2,219 Class A shares disposed of at $14.82 per share were used to pay tax liabilities tied to vested equity awards. The transaction is coded F, meaning shares were delivered to cover taxes rather than representing an open-market sale for investment purposes.

How are Restricted Stock Units described in the Bandwidth (BAND) Form 4 footnotes?

Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A common stock. Footnotes explain that RSU grants from 2023 and 2024 vest over time, with one-third vesting after one year and the rest in scheduled quarterly installments.

What vesting schedules apply to Rebecca Bottorff’s Bandwidth (BAND) RSU grants?

RSU grants dated August 28, 2023, November 28, 2023, and November 28, 2024 each vest one-third on the first anniversary of grant. The remaining portions vest in eight equal quarterly installments starting November 28, 2024, February 28, 2025, and February 28, 2026, respectively.

Does the Bandwidth (BAND) Form 4 show direct or indirect ownership for these shares?

All reported holdings and transactions are listed as direct ownership for Rebecca Bottorff. The Form 4 uses ownership code “D” and does not reference any trusts, LLCs, or other entities in the nature of ownership or footnotes for these specific transactions.