BAND insider filing: Morken RSUs vest; 5,224 shares sold to cover taxes

Rhea-AI Filing Summary

David A. Morken, Chairman & CEO and director of Bandwidth Inc. (BAND), reported transactions tied to vested restricted stock units. On August 28, 2025, a total of 11,964 restricted stock units vested (4,236 and 7,728) and were converted into Class A common shares. A portion of the resulting shares were sold on August 29, 2025 to cover tax withholding under a Rule 10b5-1 instruction, with 5,224 shares sold at a weighted average price of $15.0851 (sales ranged $14.87–$15.1947). After these transactions, the reporting person beneficially owns 13,704 shares of Class A common stock. The Form 4 reflects routine equity-compensation vesting and tax-related sales rather than discretionary open-market trading.

Positive

• Use of a Rule 10b5-1 plan for tax-related sales, demonstrating pre-planned compliance with insider-trading rules
• Clear disclosure of vesting, sale quantity, and weighted-average sale price ($15.0851) with range ($14.87–$15.1947)
• Timely Form 4 filing and signature by attorney-in-fact indicating procedural compliance

Negative

• Reduction in reported Class A ownership to 13,704 shares following vesting and tax-cover sale

Insights

Financial Analyst

TL;DR: Routine RSU vesting and tax-cover sale; minimal company-level impact.

The filing documents standard equity-compensation mechanics: vested restricted stock units converted into Class A shares and a contemporaneous sale of 5,224 shares to satisfy tax withholding under a pre-existing Rule 10b5-1 instruction. The weighted average sale price was $15.0851. These actions reduce the insider's reported Class A ownership to 13,704 shares, but they do not indicate a liquidity-driven disposition beyond tax obligations. No new options, loans, or unusual derivative activity were reported.

Corporate Governance Expert

TL;DR: Disclosure aligns with governance best practices for planned sales and tax withholding.

The report shows use of a Rule 10b5-1 instruction letter adopted March 3, 2023, to execute tax-cover sales upon RSU vesting, which supports affirmative-defense compliance. The filing is timely and signed by an attorney-in-fact. From a governance perspective, these are routine post-vesting mechanics and the disclosure is appropriately specific about price range and the nature of the 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).

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^*

Morken David A.

(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)
	Chairman & CEO

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		4,236	A	$0	11,200	D
Class A Common Stock	08/28/2025		M		7,728	A	$0	18,928	D
Class A Common Stock	08/29/2025		S(1)		5,224	D	$15.0851(2)	13,704	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			4,236	(4)	(4)	Class A Common Stock	4,236	$0	4,236	D
Restricted Stock Units	(3)	08/28/2025		M			7,728	(5)	(5)	Class A Common Stock	7,728	$0	38,635	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 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 $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 50,834 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 November 28, 2023, the Reporting Person was granted 92,725 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 David A. Morken	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.
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FAQ

What transactions did David A. Morken report on Form 4 for BAND?

The report shows vesting of 4,236 and 7,728 Restricted Stock Units on 08/28/2025 and a sale of 5,224 shares on 08/29/2025 to cover taxes.

Why were shares sold after RSU vesting according to the filing?

Shares were sold to cover tax withholding obligations associated with the vested Restricted Stock Units pursuant to a Rule 10b5-1 instruction.

At what price were the shares sold in the reported transactions?

The weighted average sale price reported is $15.0851, with individual trade prices ranging from $14.87 to $15.1947.

How many Class A shares does the reporting person beneficially own after these transactions?

Following the transactions, the reporting person beneficially owns 13,704 shares of Class A common stock.

When was the 10b5-1 instruction letter adopted for these tax-related sales?

The filing states the Rule 10b5-1 instruction letter was adopted on March 3, 2023.