[Form 4] Bandwidth Inc. Insider Trading Activity

Rhea-AI Filing Summary

Devesh Agarwal, Chief Operating Officer of Bandwidth Inc. (BAND), reported equity activity related to vested Restricted Stock Units and a small open-market sale for tax withholding. On 08/28/2025 he had 2,153 and 3,928 Class A shares recorded as acquired (vested) from RSUs, bringing incremental holdings; those RSUs correspond to grants made on 11/28/2022 and 11/28/2023 with time-based vesting schedules. On 08/29/2025 he sold 1,745 shares at a weighted-average price of $15.0851 to cover taxes pursuant to a Rule 10b5-1 instruction adopted 03/03/2023. Following the reported transactions, the filing shows 67,263 Class A shares beneficially owned.

Insights

Financial Analyst

TL;DR: Routine insider vesting and a tax-motivated sale under a 10b5-1 plan; no unexpected dilution or major disposition.

The Form 4 shows time-based Restricted Stock Units vesting and a contemporaneous small sale of 1,745 shares to cover tax obligations, executed under a pre-existing Rule 10b5-1 instruction. The weighted-average sale price was $15.0851 and the transactions do not indicate any additional cash compensation or new grants beyond the vested RSUs disclosed. For investors, this is typical insider activity tied to compensation mechanics rather than strategic share disposals.

Corporate Governance Expert

TL;DR: Governance practices observed: use of 10b5-1 plan and attorney-in-fact signature for filing, consistent with compliance norms.

The filing documents use of a Rule 10b5-1 instruction letter adopted 03/03/2023 to manage tax-related sales at vesting, which supports an affirmative defense to insider trading claims. The signature by an Attorney-in-Fact and the explicit sale-range disclosure for the weighted-average price demonstrate transparent compliance with Section 16 reporting requirements.

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).

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^*

Agarwal Devesh

(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 Operating Officer

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		2,153	A	$0	65,080	D
Class A Common Stock	08/28/2025		M		3,928	A	$0	69,008	D
Class A Common Stock	08/29/2025		S(1)		1,745	D	$15.0851(2)	67,263	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			2,153	(4)	(4)	Class A Common Stock	2,153	$0	2,153	D
Restricted Stock Units	(3)	08/28/2025		M			3,928	(5)	(5)	Class A Common Stock	3,928	$0	19,636	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 March 3, 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 25,837 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 47,127 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 Devesh Agarwal	09/02/2025
	** 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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