BAND Form 4: Controller Krupka executes 10b5-1 sell-to-cover on vested RSUs

Rhea-AI Filing Summary

Devin M. Krupka, Controller and PAO of Bandwidth Inc. (BAND), reported equity transactions tied to vested restricted stock units. On 08/28/2025 Mr. Krupka had 1,370 and 2,776 restricted stock units treated as acquired for reporting purposes upon vesting, increasing beneficial ownership to 27,547 shares before a subsequent sale. On 08/29/2025 he sold 1,189 shares at a weighted average price of $15.0851, with prices in the sale ranging from $14.87 to $15.1947. The filing shows 26,358 shares beneficially owned after the sale.

The report notes the sales were to cover taxes upon vesting and executed pursuant to a Rule 10b5-1 instruction adopted May 5, 2023. The filing includes grant vintages: 16,432 RSUs from 11/28/2022 and 33,303 RSUs from 11/28/2023 with scheduled vesting described in the explanations.

Positive

• Transaction executed under a Rule 10b5-1 plan dated May 5, 2023, indicating pre-established, non-discretionary instructions
• Sale was for tax withholding on vested RSUs, a routine and commonly accepted reason for insider sales
• Filing provides detailed disclosure including weighted average sale price range and vesting schedules, supporting transparency
• Timely and properly signed Form 4 with explanatory footnotes

Negative

• Insider holdings reduced to 26,358 shares following the sell-to-cover, which is a reduction in direct beneficial ownership
• Sale executed at prices between $14.87 and $15.1947, which may be below recent highs (if applicable) — shows some insider shares were liquidated

Insights

Financial Analyst

TL;DR: Routine tax-withholding sale under a 10b5-1 plan; modest reduction in insider shares, unlikely to be materially market-moving.

The transactions are consistent with common practice where vested RSUs trigger sell-to-cover transactions to satisfy tax obligations. The sale of 1,189 shares at a weighted average of $15.0851 reduced the reporting person’s holdings to 26,358 shares. There is no indication of discretionary open-market selling outside the 10b5-1 plan and the filing discloses the price range and grant schedules, supporting transparency. Given the modest size of the sale relative to total outstanding shares, the market impact is likely minimal.

Corporate Governance Expert

TL;DR: The filing shows compliance with Section 16 and Rule 10b5-1; documentation and explanatory footnotes strengthen governance transparency.

The report specifies the 10b5-1 instruction adoption date and explicitly states the sale was for tax withholding on vested RSUs, which aligns with best practices for avoiding claims of opportunistic insider trading. Detailed footnotes about grant dates, vesting schedules, and the weighted average sale price provide clear disclosure. Timely filing and attorney-in-fact signature further indicate procedural adherence.

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).

X

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^*

Krupka Devin M

(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)
	Controller, PAO

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		1,370	A	$0	24,771	D
Class A Common Stock	08/28/2025		M		2,776	A	$0	27,547	D
Class A Common Stock	08/29/2025		S(1)		1,189	D	$15.0851(2)	26,358	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	(3)	08/28/2025		M			1,370	(4)	(4)	Class A Common Stock	1,370	$0	1,369	D
Restricted Stock Units	(3)	08/28/2025		M			2,776	(5)	(5)	Class A Common Stock	2,776	$0	13,876	D

Explanation of Responses:

1. Reflects shares sold to cover taxes upon the vesting of Restricted Stock Units on August 28, 2025, pursuant to a Rule 10b5-1 instruction letter adopted by the Reporting Person on May 5, 2023 related solely to tax obligations associated with awards received in connection with Bandwidth Inc. (the "Company") equity compensation programs.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.87 to $15.1947. 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, 2022, the Reporting Person was granted 16,432 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, 2024.

5. On November 28, 2023, the Reporting Person was granted 33,303 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.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Devin M. Krupka	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.
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FAQ

Why did Devin Krupka sell shares in BAND on 08/29/2025?

The filing states the sale was to cover taxes upon the vesting of Restricted Stock Units and executed pursuant to a Rule 10b5-1 instruction.

How many BAND shares does Devin Krupka own after the reported transactions?

According to the Form 4, he beneficially owned 26,358 shares following the sale reported on 08/29/2025.

At what price were the BAND shares sold by the reporting person?

The weighted average sale price was $15.0851, with individual sale prices ranging from $14.87 to $15.1947.

Were the sales discretionary or part of a pre-existing plan for BAND insider trades?

The sales were made pursuant to a Rule 10b5-1 instruction letter adopted on May 5, 2023, indicating they were pre-planned.

What RSU grants are disclosed in the Form 4 for BAND insider Devin Krupka?

The filing discloses RSU grants dated 11/28/2022 (16,432 RSUs) and 11/28/2023 (33,303 RSUs) with specified vesting schedules.