[Form 4] Bandwidth Inc. Insider Trading Activity

Rhea-AI Filing Summary

Bandwidth Inc. director Lukas M. Roush reported receipt of restricted stock units that converted into Class A common stock on 08/28/2025. The filing shows 2,025 shares acquired at a price of $0 (RSU vesting), and the reporting person’s beneficial ownership following the transaction is listed as 57,094.915 shares of Class A common stock. The RSUs were part of an 8,098 RSU grant awarded on November 28, 2024 that vests in four equal quarterly installments beginning February 28, 2025. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Roush on 09/02/2025.

Insights

Financial Analyst

TL;DR: Director Lukas Roush received 2,025 shares via RSU vesting, increasing his Class A stake to 57,094.915 shares.

The Form 4 documents a routine equity compensation vesting event rather than a market purchase or sale. The reporting shows 2,025 RSUs converted to Class A common stock at no cash price, consistent with standard executive equity awards. This increases the director’s reported beneficial ownership to 57,094.915 shares. For investors, this is a non-cash compensation event that aligns executive incentives with shareholder value but does not reflect open-market trading activity.

Corporate Governance Expert

TL;DR: This disclosure reflects scheduled RSU vesting from a November 28, 2024 grant; it is a customary insider disclosure.

The filing cites an 8,098 RSU grant with quarterly vesting beginning February 28, 2025, and shows the reporting person received 2,025 vested RSUs on 08/28/2025. The transaction code indicates a non-market issuance (code "M" for vesting/execution). The Form 4 was properly signed by an attorney-in-fact. From a governance perspective, the event appears to follow an established compensation schedule and the filing meets Section 16 reporting requirements.

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^*

Roush Lukas 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)

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

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		2,025	A	$0	57,094.915	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)	08/28/2025		M			2,025	(2)	(2)	Class A Common Stock	2,025	$0	2,024	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, 2024, the Reporting Person was granted 8,098 Restricted Stock Units, which vest in four equal quarterly installments beginning on February 28, 2025.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Lukas M. Roush	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).
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