Bandwidth (BAND) director converts 3,334 RSUs, holds 46,077 shares

Rhea-AI Filing Summary

Bandwidth Inc. director Douglas A. Suriano exercised compensation-related awards rather than trading in the open market. On May 28, 2026, he converted 3,334 Restricted Stock Units into the same number of Class A Common Stock shares at a stated price of $0.00 per share.

Following this exercise, Suriano directly holds 46,077 Class A shares and 6,666 Restricted Stock Units. The RSUs come from a 13,333-unit grant awarded on November 28, 2025, which vests in four equal quarterly installments beginning on February 28, 2026.

Insider Trade Summary

3,334 shares exercised/converted

Mixed 2 txns

Insider Suriano Douglas A

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,334	$0.00	--
Exercise	Class A Common Stock	3,334	$0.00	--

Holdings After Transaction: Restricted Stock Units — 6,666 shares (Direct, null); Class A Common Stock — 46,077 shares (Direct, null)

Footnotes (1)

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

Key Figures

RSUs exercised: 3,334 units Share holdings after transaction: 46,077 shares RSUs remaining: 6,666 units +3 more

6 metrics

RSUs exercised 3,334 units Converted into 3,334 Class A Common Stock shares on May 28, 2026

Share holdings after transaction 46,077 shares Class A Common Stock held directly after May 28, 2026 exercise

RSUs remaining 6,666 units Restricted Stock Units outstanding after the reported exercise

Original RSU grant 13,333 units Grant date November 28, 2025

Vesting schedule Four equal quarterly installments RSUs vest beginning on February 28, 2026

Exercise price $0.00 per share Stated price for RSU conversion into Class A shares

Key Terms

Restricted Stock Units, Class A Common Stock, contingent right, quarterly installments

4 terms

Restricted Stock Units financial

"On November 28, 2025, the Reporting Person was granted 13,333 Restricted Stock Units, which vest in four equal quarterly installments"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Class A Common Stock financial

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

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

contingent right financial

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

quarterly installments financial

"granted 13,333 Restricted Stock Units, which vest in four equal quarterly installments beginning on February 28, 2026."

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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^*

Suriano Douglas 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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

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	05/28/2026		M		3,334	A	$0	46,077	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	(1)	05/28/2026		M			3,334	(2)	(2)	Class A Common Stock	3,334	$0	6,666	D

Explanation of Responses:

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

2. 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 Douglas A. Suriano	06/01/2026
	** 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) director Douglas Suriano report?

Douglas Suriano reported exercising 3,334 Restricted Stock Units into 3,334 shares of Bandwidth Class A Common Stock. The transaction was coded as an option or derivative exercise, not an open-market purchase or sale, and reflects routine equity compensation activity.

How many Bandwidth (BAND) shares does Douglas Suriano hold after this Form 4?

After the reported transaction, Douglas Suriano directly holds 46,077 shares of Bandwidth Class A Common Stock. This figure reflects his position following the 3,334-share Restricted Stock Unit conversion disclosed in the filing dated May 28, 2026.

What is the size and vesting schedule of Douglas Suriano’s Bandwidth RSU grant?

Douglas Suriano received a grant of 13,333 Restricted Stock Units on November 28, 2025. These RSUs vest in four equal quarterly installments, beginning on February 28, 2026, providing a staggered schedule for share delivery over the vesting period.

How many Restricted Stock Units remain for Douglas Suriano after this Bandwidth transaction?

Following the May 28, 2026 exercise, Douglas Suriano holds 6,666 Restricted Stock Units. This remaining balance comes from his original 13,333-unit grant, which vests in four equal quarterly installments starting February 28, 2026.

Was Douglas Suriano’s Bandwidth (BAND) Form 4 an open-market buy or sell?

The Form 4 does not show an open-market buy or sell. It records a derivative exercise, where 3,334 Restricted Stock Units converted into 3,334 Class A shares at a stated price of $0.00, typical of equity compensation vesting.