Bandwidth (NASDAQ: BAND) CEO gifts 7,198 shares to an irrevocable trust

Rhea-AI Filing Summary

Bandwidth Inc. Chairman and CEO David A. Morken reported a bona fide gift of 7,198 shares of Class A Common Stock. The shares were transferred to an irrevocable trust for which he does not exercise or share voting or investment control, and he disclaims beneficial ownership of the trust’s holdings. Following this gift, this Form 4 shows zero directly held shares for this specific reported position. The transaction involved no sale proceeds and reflects a non-market, estate or family planning transfer rather than a purchase or sale in the open market.

Insider Trade Summary

7,198 shares gifted

Mixed 1 txn

Insider Morken David A.

Role Chairman & CEO

Type	Security	Shares	Price	Value
Gift	Class A Common Stock	7,198	$0.00	--

Holdings After Transaction: Class A Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares gifted: 7,198 shares Gift price per share: $0.0000 Shares after transaction: 0 shares +1 more

4 metrics

Shares gifted 7,198 shares Class A Common Stock gifted on 2026-06-03

Gift price per share $0.0000 Bona fide gift, no consideration

Shares after transaction 0 shares Total shares following transaction for this direct holding

Total gifted shares (summary) 7,198 shares GiftShares in transaction summary

Key Terms

bona fide gift, irrevocable trust, beneficial ownership, Section 16

4 terms

bona fide gift financial

"This transaction involved the Reporting Person's gift of shares of Bandwidth Inc."

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

irrevocable trust financial

"gift of shares ... to an irrevocable trust for which he does not exercise"

An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

beneficial ownership financial

"The Reporting Person disclaims beneficial ownership of the securities held by the trust"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Section 16 regulatory

"not be deemed an admission that the Reporting Person is the beneficial owner for the purposes of Section 16"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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^*

Morken David A.

(Last) (First) (Middle)

C/O BANDWIDTH INC.

2230 BANDMATE WAY

(Street)

RALEIGH NORTH CAROLINA 27607

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/03/2026		G(1)		7,198	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	06/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

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

Bandwidth reported that CEO David Morken made a bona fide gift of 7,198 shares of Class A Common Stock. The shares were transferred at zero consideration, indicating a non-market transfer rather than an open-market sale or purchase.

Who received the 7,198 Bandwidth (BAND) shares gifted by the CEO?

The 7,198 Bandwidth Class A shares were gifted to an irrevocable trust. The filing states David Morken does not exercise or share voting or investment control over this trust, and he disclaims beneficial ownership of the securities held by it.

Was the Bandwidth (BAND) CEO’s 7,198-share transaction a sale?

No, the 7,198-share transaction was reported as a bona fide gift, not a sale. The Form 4 lists a transaction code G, meaning shares were transferred without consideration to an irrevocable trust rather than sold in the market.

How many Bandwidth (BAND) shares does the CEO hold directly after the gift?

After the 7,198-share gift, the Form 4 shows total shares following the transaction of zero for this reported direct holding. This reflects the position covered by this specific transaction, which was fully transferred to the irrevocable trust.

What does it mean that the Bandwidth (BAND) CEO disclaims beneficial ownership?

The filing explains that David Morken disclaims beneficial ownership of shares held by the irrevocable trust. He has no voting or investment control over the trust’s securities, and the report is not an admission he is the beneficial owner under Section 16.