Bandwidth (NASDAQ: BAND) controller exercises 1,842 RSUs, 524 withheld

Rhea-AI Filing Summary

Bandwidth Inc. Controller and Principal Accounting Officer Devin M. Krupka exercised 1,842 Restricted Stock Units into 1,842 shares of Class A common stock on March 21, 2026 at a stated price of $0.00 per share.

To cover tax obligations, 524 of these shares were withheld at $15.46 per share, leaving a net increase in directly held stock and resulting in 31,053 Class A shares held after the transactions. The RSUs stem from a 7,368-unit award granted on March 21, 2022, vesting in four equal annual installments.

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2026

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	03/21/2026		M		1,842	A	$0	31,577	D
Class A Common Stock	03/21/2026		F		524	D	$15.46	31,053	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)	03/21/2026		M			1,842	(2)	(2)	Class A Common Stock	1,842	$0	0	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 March 21, 2022, the Reporting Person was granted 7,368 Restricted Stock Units, which vested in four equal annual installments beginning on March 21, 2023.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Devin M. Krupka	03/23/2026
	** 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).
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 Devin M. Krupka report at Bandwidth (BAND)?

Devin M. Krupka reported exercising 1,842 Restricted Stock Units into 1,842 shares of Bandwidth Class A common stock. The transaction reflects the vesting of part of a prior equity grant, not an open-market share purchase.

How many Bandwidth shares were withheld for taxes in this Form 4?

In connection with the RSU vesting, 524 shares of Bandwidth Class A common stock were withheld at $15.46 per share. This tax-withholding disposition settles related tax obligations rather than representing a traditional open-market sale transaction.

What RSU award is associated with Devin Krupka’s March 2026 Bandwidth transaction?

The transaction relates to a grant of 7,368 Restricted Stock Units awarded on March 21, 2022. These RSUs vest in four equal annual installments beginning on March 21, 2023, and each unit converts into one share of Class A common stock upon vesting.

How many Bandwidth shares does Devin Krupka hold after these Form 4 transactions?

Following the March 21, 2026 transactions, Devin M. Krupka directly holds 31,053 shares of Bandwidth Class A common stock. This figure reflects the RSU conversion and the 524 shares withheld for tax obligations reported in the filing.

Was Devin Krupka’s Bandwidth Form 4 a market buy or sell of shares?

The Form 4 shows an RSU exercise and tax withholding, not an open-market trade. Shares were acquired through conversion of Restricted Stock Units, and a portion was withheld to satisfy tax liabilities rather than sold on the open market.