BAND Form 4: COO Agarwal vests 7,370 RSUs, sells 2,132 to cover taxes

Rhea-AI Filing Summary

Bandwidth Inc. Chief Operating Officer Devesh Agarwal had 7,370 Restricted Stock Units vest on 08/08/2025, each representing a right to one share of Class A common stock. Those vested RSUs were converted into shares and, under a preexisting Rule 10b5-1 instruction adopted on 03/03/2023, 2,132 shares were sold on 08/11/2025 to cover tax obligations at a weighted average price of $13.3007 (individual sale prices ranged from $13.21 to $13.39).

Following these transactions the reporting person beneficially owned 62,927 shares of Class A common stock. The underlying RSU grant dated 08/08/2022 comprised 29,481 units that vest in four equal annual installments beginning on 08/08/2023. The filings were executed by an attorney-in-fact and are limited to tax-withholding and vesting-related activity disclosed on the Form 4.

Positive

• 7,370 RSUs vested, aligning the COO's compensation with shareholder equity through additional Class A shares.
• Share sale was executed under a documented Rule 10b5-1 instruction adopted on 03/03/2023, indicating preplanned, compliant handling of tax withholding.

Negative

• Reporting person sold 2,132 shares on 08/11/2025, reducing beneficial ownership to 62,927 shares.
• Sale proceeds were at a weighted average price of $13.3007 (range $13.21–$13.39), indicating realized dispositions at modest price levels.

Insights

Financial Analyst

TL;DR: Routine vesting with a small sell-to-cover; no material change to insider stake reported.

The Form 4 shows that 7,370 RSUs vested for COO Devesh Agarwal on 08/08/2025, and 2,132 shares were sold three days later at a weighted average of $13.3007 to cover taxes under a Rule 10b5-1 plan. Beneficial ownership moved to 62,927 shares after the transactions. For most investors this is a routine administrative transaction tied to compensation rather than a discretionary disposition signaling a change in conviction.

Corporate Governance Expert

TL;DR: Use of a documented 10b5-1 plan and attorney-in-fact signature reflects procedural compliance.

The filing documents a pre-established Rule 10b5-1 instruction adopted on 03/03/2023 specifically for tax obligations arising from equity awards. The sale to satisfy withholding was implemented pursuant to that plan and the Form 4 was signed by an attorney-in-fact, which is consistent with standard governance and insider trading controls. The activity aligns with compensation administration rather than active trading by the reporting person.

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

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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)
08/08/2025

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	08/08/2025		M		7,370	A	$0	65,059	D
Class A Common Stock	08/11/2025		S(1)		2,132	D	$13.3007(2)	62,927	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)	08/08/2025		M			7,370	(4)	(4)	Class A Common Stock	7,370	$0	7,370	D

Explanation of Responses:

1. Reflects shares sold to cover taxes upon the vesting of Restricted Stock Units on August 8, 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 $13.21 to $13.39. 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 August 8, 2022, the Reporting Person was granted 29,481 Restricted Stock Units, which vest in four equal annual installments beginning on August 8, 2023.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Devesh Agarwal	08/11/2025
	** 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 insider activity did Bandwidth (BAND) disclose on the Form 4?

COO Devesh Agarwal had 7,370 RSUs vest on 08/08/2025 and sold 2,132 shares on 08/11/2025 to cover taxes.

Why were shares sold after the RSU vesting for BAND?

The shares were sold pursuant to a Rule 10b5-1 instruction adopted on 03/03/2023 to satisfy tax withholding obligations related to the vested awards.

How many Bandwidth shares does the reporting person own after the transactions?

Following the reported transactions the reporting person beneficially owned 62,927 shares of Class A common stock.

What was the sale price for the BAND shares sold to cover taxes?

The weighted average sale price was $13.3007, with individual sale prices ranging from $13.21 to $13.39.

When was the underlying RSU grant made and what are its vesting terms?

The RSU grant was made on 08/08/2022 for 29,481 units, vesting in four equal annual installments beginning 08/08/2023.