Bandwidth (NASDAQ: BAND) director converts 3,333 RSUs to Class A stock

Rhea-AI Filing Summary

Bandwidth Inc. director Lukas M. Roush reported an equity award transaction. On February 28, 2026, he exercised 3,333 Restricted Stock Units, which converted into 3,333 shares of Class A Common Stock at a price of $0.00 per unit. After the transaction, he directly held 10,000 Restricted Stock Units and 62,298 Class A shares. Footnotes state the RSUs come from a 13,333-unit grant dated November 28, 2025 that vests in four equal quarterly installments beginning February 28, 2026, and correct a prior scrivener’s error that reduced his aggregate holdings by 153.915 shares.

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^*

Roush Lukas M.

(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)
02/28/2026

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	02/28/2026		M		3,333	A	$0	62,298(1)	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	(2)	02/28/2026		M			3,333	(3)	(3)	Class A Common Stock	3,333	$0	10,000	D

Explanation of Responses:

1. The aggregate amount of securities owned by the Reporting Person is decreased by 153.915 shares due to a scrivener's error.

2. Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock.

3. On November 28, 2025, the Reporting Person was granted 13,333 Restricted Stock Units, which vest in four equal quarterly installments beginning on February 28, 2026.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Lukas M. Roush	03/02/2026
	** 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).
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FAQ

What insider transaction did Bandwidth (BAND) report for Lukas M. Roush?

Bandwidth director Lukas M. Roush exercised 3,333 Restricted Stock Units on February 28, 2026, converting them into 3,333 shares of Class A Common Stock at $0.00 per unit as part of his equity compensation.

How many Bandwidth (BAND) shares does Lukas M. Roush hold after this Form 4?

Following the reported transactions, Lukas M. Roush directly holds 62,298 shares of Bandwidth Class A Common Stock and 10,000 Restricted Stock Units, reflecting his updated ownership position after the RSU conversion and the corrected share count.

What do the Restricted Stock Units in Bandwidth (BAND) represent?

Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock, aligning director compensation with shareholder interests through equity that typically vests over time under specified schedules.

When were the 13,333 Restricted Stock Units granted to the Bandwidth (BAND) director?

The 13,333 Restricted Stock Units were granted to Lukas M. Roush on November 28, 2025. According to the filing, they vest in four equal quarterly installments beginning on February 28, 2026, subject to the award’s terms.

How do the 13,333 Bandwidth (BAND) RSUs vest over time?

The 13,333 Restricted Stock Units vest in four equal quarterly installments starting February 28, 2026. This means the award is spread over one year, with a quarter of the units becoming eligible for settlement each quarter.

What share count correction did Bandwidth (BAND) disclose for Lukas M. Roush?

The filing notes the aggregate amount of securities owned by Lukas M. Roush is decreased by 153.915 shares due to a scrivener’s error, clarifying his previously reported ownership position in Bandwidth Inc. stock records.