Bandwidth Inc. (BAND) CIO reports RSU vesting and tax-share disposition

Rhea-AI Filing Summary

Bandwidth Inc. Chief Information Officer Ross Kade reported equity compensation activity involving Class A Common Stock. On February 20, 2026, he acquired 10,976 shares through the exercise or conversion of a derivative security, corresponding to 10,976 Restricted Stock Units that fully vested immediately.

On the same date, 3,546 shares were disposed of at a price of $15.12 per share to cover the exercise price or tax withholding obligations, rather than an open-market sale. After these transactions, Kade directly owned 88,822 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^*

Ross Kade

(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 Information 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)		10,976	A	$0	92,368	D
Class A Common Stock	02/20/2026		F		3,546	D	$15.12	88,822	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 10,976 Restricted Stock Units, all of which vested immediately.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Kade Ross	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 Inc. (BAND) report for Ross Kade?

Bandwidth Inc. reported that Chief Information Officer Ross Kade acquired 10,976 shares of Class A Common Stock via a derivative exercise and disposed of 3,546 shares to cover exercise or tax obligations, leaving him with direct ownership of 88,822 shares after the transactions.

How many Bandwidth Inc. (BAND) shares did Ross Kade acquire in the latest filing?

Ross Kade acquired 10,976 shares of Bandwidth Inc. Class A Common Stock through the exercise or conversion of a derivative security. A footnote clarifies this reflects 10,976 Restricted Stock Units that were granted and vested in full on February 20, 2026.

Why did Ross Kade dispose of Bandwidth Inc. (BAND) shares in this Form 4?

The filing shows a disposition of 3,546 Bandwidth Inc. Class A shares coded as a tax-withholding transaction. These shares were delivered at $15.12 per share to satisfy the exercise price or tax liability, not as a discretionary open-market sale.

What is Ross Kade’s Bandwidth Inc. (BAND) share ownership after the reported transactions?

Following the February 20, 2026 transactions, Chief Information Officer Ross Kade directly owned 88,822 shares of Bandwidth Inc. Class A Common Stock. This figure reflects both the 10,976-share acquisition and the 3,546-share tax-withholding disposition reported in the filing.

What does the footnote about Restricted Stock Units mean in the Bandwidth Inc. (BAND) Form 4?

The footnote explains that on February 20, 2026, Ross Kade was granted 10,976 Restricted Stock Units and all units vested immediately. That grant and immediate vesting correspond to the 10,976-share acquisition recorded as an exercise or conversion of a derivative security.