Bandwidth (NASDAQ: BAND) officer gets 8,472 RSUs, 2,859 withheld

Rhea-AI Filing Summary

Bandwidth Inc. officer Devin M. Krupka, the Controller and PAO, reported equity compensation and related tax withholding in Class A Common Stock. On February 20, 2026, he was granted 8,472 restricted stock units that vested immediately, increasing his holdings. To satisfy tax obligations, 2,859 shares were disposed of at $15.12 per share, leaving him with 32,274 shares owned directly after these transactions.

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^*

Krupka Devin 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Controller, PAO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		M(1)		8,472	A	$0	35,133	D
Class A Common Stock	02/20/2026		F		2,859	D	$15.12	32,274	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. On February 20, 2026, the Reporting Person was granted 8,472 Restricted Stock Units, all of which vested immediately.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Devin M. Krupka	02/23/2026
	** 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 Inc. (BAND) report for Devin M. Krupka?

Bandwidth Inc. reported that officer Devin M. Krupka received 8,472 restricted stock units on February 20, 2026, which vested immediately. In a related move, 2,859 shares of Class A Common Stock were disposed of to cover tax obligations linked to this equity award.

How many Bandwidth Inc. (BAND) shares does Devin M. Krupka own after this Form 4?

After the reported transactions, Devin M. Krupka directly owns 32,274 shares of Bandwidth Inc. Class A Common Stock. This balance reflects both the immediate vesting of 8,472 restricted stock units and the tax-withholding disposition of 2,859 shares executed on February 20, 2026.

What was the nature of the 8,472-share transaction for Bandwidth Inc. (BAND)?

The 8,472-share transaction represents a grant of restricted stock units to Devin M. Krupka that fully vested on February 20, 2026. This is categorized as an acquisition through derivative exercise or conversion, increasing his directly held Class A Common Stock in Bandwidth Inc.

Why were 2,859 Bandwidth Inc. (BAND) shares disposed of in this filing?

The 2,859 shares were disposed of to pay the exercise price or tax liability associated with the vested restricted stock units. They were transferred at $15.12 per share as a tax-withholding disposition, rather than an open-market sale decision by Devin M. Krupka.

What is the transaction code F in the Bandwidth Inc. (BAND) Form 4?

Transaction code F in this Form 4 indicates payment of an exercise price or tax liability by delivering securities. For Bandwidth Inc., it reflects 2,859 shares of Class A Common Stock used to satisfy taxes on Devin M. Krupka’s vesting restricted stock units.