[Form 4] Bandwidth Inc. Insider Trading Activity

Rhea-AI Filing Summary

Rebecca Bottorff, Chief People Officer and Director of Bandwidth Inc. (BAND), reported restricted stock unit vesting and related tax-share sales. On August 28, 2025, multiple grants of Restricted Stock Units vested, producing issuances of Class A common stock recorded as acquisitions at $0 per share for accounting purposes. To cover tax withholding, 2,257 shares were sold on August 29, 2025, in multiple transactions at a weighted average price of $15.0851 per share, with sale prices ranging from $14.87 to $15.1947. Following these transactions, Bottorff beneficially owned 42,706 shares of Class A common stock. The Form 4 was executed by an attorney-in-fact on September 2, 2025.

Positive

• Transparent disclosure of weighted-average sale price and price range for the tax-related share sale
• Use of a Rule 10b5-1 plan indicates the sale was pre-planned for tax withholding rather than opportunistic trading
• Detailed vesting history for RSU grants (dates and schedules) is provided, improving clarity on compensation timing

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine equity compensation vesting with tax-related share disposition; not a signal of transactional trading activity.

This Form 4 documents standard RSU vesting events across multiple prior grants and an associated sale to satisfy tax obligations under a pre-existing 10b5-1 instruction. The transactions are recorded as acquisitions of shares at $0 reflecting issuance on vesting and a subsequent small disposition to cover taxes. The report provides transparent price range disclosure and an undertaking to provide detailed sale-level data on request, which supports compliance and governance transparency.

Securities Analyst

TL;DR: Insider ownership change is minor relative to public float and reflects compensation mechanics, not active disposition for liquidity.

The filings show vesting from grants dated November 28, 2022, August 28, 2023, and November 28, 2023, with staggered vesting schedules. The sale of 2,257 shares to cover taxes occurred under a Rule 10b5-1 instruction adopted March 7, 2023, indicating pre-planned tax withholding actions rather than opportunistic trading. The Form discloses weighted average sale price and remaining beneficial holdings, enabling investors to update insider ownership figures accurately.

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).

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^*

Bottorff Rebecca

(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)
	Chief People 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		2,259	A	$0	39,355	D
Class A Common Stock	08/28/2025		M		1,487	A	$0	40,842	D
Class A Common Stock	08/28/2025		M		4,121	A	$0	44,963	D
Class A Common Stock	08/29/2025		S(1)		2,257	D	$15.0851(2)	42,706	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			2,259	(4)	(4)	Class A Common Stock	2,259	$0	2,259	D
Restricted Stock Units	(3)	08/28/2025		M			1,487	(5)	(5)	Class A Common Stock	1,487	$0	5,948	D
Restricted Stock Units	(3)	08/28/2025		M			4,121	(6)	(6)	Class A Common Stock	4,121	$0	20,605	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 7, 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 27,110 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 August 28, 2023, the Reporting Person was granted 17,844 Restricted Stock Units, one third of which vested on the first anniversary of the date of grant and the remaining shares vest in eight quarterly installments beginning on November 28, 2024.

6. On November 28, 2023, the Reporting Person was granted 49,451 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 Rebecca Bottorff	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).
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 did Rebecca Bottorff report on Form 4 for BAND?

She reported vesting of Restricted Stock Units and a subsequent sale of 2,257 shares to cover taxes, with remaining beneficial ownership of 42,706 Class A shares.

When were the shares sold and at what price?

The shares were sold on August 29, 2025, at a weighted average price of $15.0851 per share, with individual sale prices ranging from $14.87 to $15.1947.

Were the sales part of a pre-arranged plan?

Yes. The sales were made pursuant to a Rule 10b5-1 instruction letter adopted by the reporting person on March 7, 2023, related solely to tax obligations.

How many RSUs vested and which grant dates are referenced?

Vesting reflected portions of grants dated November 28, 2022 (27,110 RSUs), August 28, 2023 (17,844 RSUs), and November 28, 2023 (49,451 RSUs), with staggered vesting schedules described in the filing.

Who signed the Form 4?

The Form 4 was signed by Leah Webb, Attorney-in-Fact for Rebecca Bottorff, on September 2, 2025.