BAND Insider Sale: 1,852 Shares Sold Under 10b5-1 to Cover Taxes

Rhea-AI Filing Summary

BandWidth Inc. (BAND) Form 4 shows General Counsel R. Brandon Asbill received and had restricted stock units (RSUs) vest on 08/28/2025 and 08/28/2025 grants, then sold shares on 08/29/2025 to cover taxes. On 08/28/2025 the reporting person was credited with 2,286 and 4,169 Class A shares from vested RSUs; following those entries beneficial ownership rose to 53,469 shares. On 08/29/2025 a weighted-average 1,852 shares were sold at $15.0851 (range $14.87–$15.1947) to satisfy tax withholding tied to the vesting, leaving 51,617 shares reported owned. The sales were made pursuant to a Rule 10b5-1 instruction adopted 03/03/2023.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating pre-arranged trading and reduced insider timing concerns
• Filing includes detailed footnotes on vesting schedule, price range, and tax withholding, enhancing transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider sold a small number of vested shares under a prearranged 10b5-1 plan to cover taxes; transaction appears routine and non-eventful.

The Form 4 documents standard equity-compensation mechanics: RSU vesting and a contemporaneous sale of shares to satisfy tax withholding. The 1,852-share sale at a weighted-average price of $15.0851 represents a modest liquidity event relative to typical executive holdings and was executed under a pre-established 10b5-1 instruction, which reduces signaling risk. No new options, grants beyond the disclosed vesting schedule, or material shifts in ownership percentage are reported.

Corporate Governance Expert

TL;DR: Governance controls applied: use of Rule 10b5-1 plan and an attorney-in-fact signature indicate procedural compliance.

The filing shows compliance with Section 16 reporting and use of a Rule 10b5-1 instruction adopted March 3, 2023 for tax-related sales, which is consistent with good governance practices for insider transactions. Signature by an attorney-in-fact and the explanatory footnotes provide transparency on pricing and vesting schedules. There are no indications of departures, policy breaches, or unusual timing beyond the ordinary vesting and withholding process.

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).

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^*

Asbill Richard Brandon

(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)
	General Counsel

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		2,286	A	$0	49,300	D
Class A Common Stock	08/28/2025		M		4,169	A	$0	53,469	D
Class A Common Stock	08/29/2025		S(1)		1,852	D	$15.0851(2)	51,617	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			2,286	(4)	(4)	Class A Common Stock	2,286	$0	2,285	D
Restricted Stock Units	(3)	08/28/2025		M			4,169	(5)	(5)	Class A Common Stock	4,169	$0	20,843	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 27,424 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 50,023 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 R. Brandon Asbill	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.
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 did BAND insider R. Brandon Asbill do on 08/28–08/29/2025?

He had RSUs vest (2,286 and 4,169 shares) on 08/28/2025 and sold 1,852 shares on 08/29/2025 to cover taxes.

Were the sales by the BAND insider part of a 10b5-1 plan?

Yes. The Form 4 states the sale was pursuant to a Rule 10b5-1 instruction adopted on 03/03/2023.

At what price were the BAND shares sold by the insider?

Weighted-average price $15.0851, with individual sale prices ranging from $14.87 to $15.1947.

How many BAND shares did the reporting person own after the transactions?

51,617 shares of Class A Common Stock were reported owned following the sale.

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

Shares were sold to cover taxes associated with the vesting of Restricted Stock Units, per the explanatory note.