Irrevocable trust linked to Bandwidth (BAND) receives 69,355 gifted shares

Rhea-AI Filing Summary

Bandwidth Inc. Chairman and CEO David A. Morken reported a disposition of 69,355 shares of Bandwidth Class A Common Stock as a bona fide gift. The shares were transferred to an irrevocable trust, and he does not exercise or share voting or investment control over that trust and disclaims beneficial ownership of its holdings.

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^*

Morken David 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
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		G(1)		69,355	D	$0	0	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. This transaction involved the Reporting Person's gift of shares of Bandwidth Inc. Class A Common Stock to an irrevocable trust for which he does not exercise or share voting or investment control. The Reporting Person disclaims beneficial ownership of the securities held by the trust, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner for the purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for David A. Morken	03/10/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Bandwidth (BAND) report for David A. Morken?

Bandwidth Chairman and CEO David A. Morken reported a bona fide gift of 69,355 shares of Class A Common Stock. The shares were transferred without consideration to an irrevocable trust rather than sold in the open market.

Was the Bandwidth (BAND) Form 4 transaction a stock sale?

No, the Form 4 for Bandwidth shows a bona fide gift, not a sale. 69,355 shares of Class A Common Stock were transferred at a reported price of $0.00 per share to an irrevocable trust associated with the reporting person.

Who now holds the 69,355 Bandwidth (BAND) shares reported in the Form 4?

The 69,355 Bandwidth Class A Common Stock shares were gifted to an irrevocable trust. The filing states the reporting person does not exercise or share voting or investment control over the trust and disclaims beneficial ownership of the securities it holds.

Does David A. Morken retain voting or investment control over the gifted Bandwidth (BAND) shares?

According to the filing footnote, David A. Morken does not exercise or share voting or investment control over the irrevocable trust that received the 69,355 shares. He also expressly disclaims beneficial ownership of the securities held by that trust.

How many Bandwidth (BAND) shares were involved in the bona fide gift?

The Form 4 reports that 69,355 shares of Bandwidth Inc. Class A Common Stock were transferred as a bona fide gift. The transaction code is "G," and the price per share is listed as $0.00, consistent with a non-cash gift transfer.

What does the disposition on the Bandwidth (BAND) Form 4 indicate about Morken's direct holdings?

The transaction line shows 69,355 shares disposed and total shares following the transaction of 0. This reflects the reported Class A Common Stock position for that line item only, after gifting those shares to the irrevocable trust described in the footnote.