Bandwidth Inc. (BAND) General Counsel gets 13,044 RSUs, withholds 4,053 shares for taxes

Rhea-AI Filing Summary

Bandwidth Inc. General Counsel Richard Brandon Asbill reported equity compensation activity involving Class A Common Stock. On February 20, 2026, he acquired 13,044 shares through the immediate vesting of 13,044 restricted stock units. On the same date, 4,053 shares were disposed of at $15.12 per share to satisfy tax withholding obligations related to this award.

Following these transactions, he directly owned 73,048 shares of Bandwidth Inc. Class A Common Stock. The disposition was for tax payment purposes and was not an open-market sale.

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

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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^*

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)
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)		13,044	A	$0	77,101	D
Class A Common Stock	02/20/2026		F		4,053	D	$15.12	73,048	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 13,044 Restricted Stock Units, all of which vested immediately.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for R. Brandon Asbill	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).
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FAQ

What insider transactions did Bandwidth Inc. (BAND) report for Richard Brandon Asbill?

Bandwidth Inc. reported that General Counsel Richard Brandon Asbill acquired 13,044 Class A Common shares from vested restricted stock units, and 4,053 shares were disposed of to cover tax withholding obligations associated with that equity award on February 20, 2026.

Did Bandwidth Inc. (BAND) General Counsel sell shares on the open market?

The filing shows 4,053 Bandwidth Inc. Class A Common shares were disposed of at $15.12 per share to satisfy tax liabilities tied to an equity grant, rather than an open-market sale initiated for investment purposes.

How many Bandwidth Inc. (BAND) shares does the General Counsel own after these transactions?

After the February 20, 2026 equity transactions, General Counsel Richard Brandon Asbill directly owned 73,048 shares of Bandwidth Inc. Class A Common Stock, reflecting both the vested restricted stock units and the shares withheld for taxes.

What type of equity award did Bandwidth Inc. (BAND) grant to its General Counsel?

Bandwidth Inc. granted 13,044 restricted stock units to General Counsel Richard Brandon Asbill on February 20, 2026, and all of these units vested immediately, resulting in the acquisition of an equal number of Class A Common shares.

At what price were Bandwidth Inc. (BAND) shares disposed of for tax withholding?

The filing states that 4,053 Bandwidth Inc. Class A Common shares were disposed of at $15.12 per share to pay tax liabilities related to the immediately vesting restricted stock unit award on February 20, 2026.