[Form 4] Bandwidth Inc. Insider Trading Activity

Rhea-AI Filing Summary

Douglas A. Suriano, a director of Bandwidth Inc. (BAND), reported on Form 4 that on 08/28/2025 he acquired 2,025 shares of Class A common stock through the vesting of restricted stock units at a price of $0. After the reported transaction his direct beneficial ownership of Class A common stock is 37,386 shares. The filing notes that these restricted stock units were part of an 8,098 RSU grant made on November 28, 2024, which vests in four equal quarterly installments beginning February 28, 2025. The Form 4 is signed by an attorney-in-fact on behalf of Mr. Suriano and bears a signature date of 09/02/2025.

Insights

Financial Analyst

TL;DR: Director received 2,025 shares from RSU vesting, modestly increasing direct holdings to 37,386 shares; this is routine compensation-related activity.

The transaction is a non-cash, compensation-driven acquisition: 2,025 restricted stock units vested under a prior grant dated November 28, 2024. Such quarterly vesting installments are typical for executive and director equity awards and do not indicate a secondary market purchase or sale. The direct holdings reported post-transaction provide a clear snapshot of the directors current Class A exposure. For investors, this is a routine disclosure of insider compensation vesting rather than a signal of material corporate change.

Corporate Governance Expert

TL;DR: The Form 4 documents scheduled RSU vesting to a director; the disclosure aligns with Section 16 reporting requirements and shows compliance.

The filing discloses the mechanics and timing of the equity award vesting: an 8,098 RSU grant that vests in four equal quarterly installments, with the August 28, 2025 installment of 2,025 units recorded. The use of an attorney-in-fact signature is noted and the Form 4 marks the reporting person as a director. There are no indications of atypical trading arrangements or 10b5-1 plan checkboxes marked in the provided text. This is a standard governance disclosure reflecting compensation vesting and timely SEC reporting.

Insider Trade Summary

2,025 shares exercised/converted

Mixed 2 txns

Insider Suriano Douglas A

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,025	$0.00	--
Exercise	Class A Common Stock	2,025	$0.00	--

Holdings After Transaction: Restricted Stock Units — 2,024 shares (Direct); Class A Common Stock — 37,386 shares (Direct)

Footnotes (1)

1. Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock. On November 28, 2024, the Reporting Person was granted 8,098 Restricted Stock Units, which vest in four equal quarterly installments beginning on February 28, 2025.

Form 4 Insider Transactions: What Each Field Means →

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^*

Suriano Douglas A

(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
	Officer (give title below)		Other (specify below)

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		2,025	A	$0	37,386	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)	08/28/2025		M			2,025	(2)	(2)	Class A Common Stock	2,025	$0	2,024	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 November 28, 2024, the Reporting Person was granted 8,098 Restricted Stock Units, which vest in four equal quarterly installments beginning on February 28, 2025.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Douglas A. Suriano	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).
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