Bandwidth (BAND) CPO Bottorff exercises 7,796 RSUs, sells 2,176 shares

Rhea-AI Filing Summary

Bandwidth Inc. Chief People Officer Rebecca Bottorff reported an exercise-and-sell transaction in Class A Common Stock. On May 28, 2026, she exercised derivative awards, acquiring a total of 7,796 shares of Class A Common Stock through the conversion of Restricted Stock Units.

On May 29, 2026, she conducted open-market sales totaling 2,176 shares at weighted average prices of $60.00, $59.48, and $58.37, with individual trade prices ranging from $57.88 to $59.75. After these transactions, she directly holds 5,620 shares of Bandwidth Inc. Class A Common Stock.

Insider Trade Summary

Net Seller: 2,176 shares ($128,047)

Net Sell 9 txns

Insider Bottorff Rebecca

Role Chief People Officer

Sold 2,176 shs ($128K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	1,243	$58.3693	$73K
Sale	Class A Common Stock	929	$59.4771	$55K
Sale	Class A Common Stock	4	$60.00	$240.00
Exercise	Restricted Stock Units	1,487	$0.00	--
Exercise	Restricted Stock Units	4,121	$0.00	--
Exercise	Restricted Stock Units	2,188	$0.00	--
Exercise	Class A Common Stock	1,487	$0.00	--
Exercise	Class A Common Stock	4,121	$0.00	--
Exercise	Class A Common Stock	2,188	$0.00	--

Holdings After Transaction: Class A Common Stock — 6,553 shares (Direct, null); Restricted Stock Units — 1,487 shares (Direct, null)

Footnotes (1)

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.88 to $58.88. The Reporting Person undertakes to provide Bandwidth Inc. (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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.89 to $59.75. 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. Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock. On August 28, 2023, the Reporting Person was granted 17,844 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 November 28, 2024. On November 28, 2023, the Reporting Person was granted 49,451 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. On November 28, 2024, the Reporting Person was granted 26,257 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, 2026.

Key Figures

Shares sold: 2,176 shares RSU-derived shares acquired: 7,796 shares Post-transaction holdings: 5,620 shares +2 more

5 metrics

Shares sold 2,176 shares Open-market sales on May 29, 2026

RSU-derived shares acquired 7,796 shares Derivative exercises on May 28, 2026

Post-transaction holdings 5,620 shares Direct Class A Common Stock after latest sale

Sale price range (group 1) $57.88–$58.88 Weighted-average priced group, May 29, 2026

Sale price range (group 2) $58.89–$59.75 Weighted-average priced group, May 29, 2026

Key Terms

Restricted Stock Units, weighted average price, open-market sale, derivative exercise/conversion

4 terms

Restricted Stock Units financial

"Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

weighted average price financial

"The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions..."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

open-market sale financial

"transaction_action: open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

derivative exercise/conversion financial

"transaction_action: derivative exercise/conversion"

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Form 4 Insider Transactions: What Each Field Means →

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).

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^*

Bottorff Rebecca

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

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	05/28/2026		M		1,487	A	$0	1,487	D
Class A Common Stock	05/28/2026		M		4,121	A	$0	5,608	D
Class A Common Stock	05/28/2026		M		2,188	A	$0	7,796	D
Class A Common Stock	05/29/2026		S		1,243	D	$58.3693(1)	6,553	D
Class A Common Stock	05/29/2026		S		929	D	$59.4771(2)	5,624	D
Class A Common Stock	05/29/2026		S		4	D	$60	5,620	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)	05/28/2026		M			1,487	(4)	(4)	Class A Common Stock	1,487	$0	1,487	D
Restricted Stock Units	(3)	05/28/2026		M			4,121	(5)	(5)	Class A Common Stock	4,121	$0	8,242	D
Restricted Stock Units	(3)	05/28/2026		M			2,188	(6)	(6)	Class A Common Stock	2,188	$0	13,129	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.88 to $58.88. The Reporting Person undertakes to provide Bandwidth Inc. (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.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.89 to $59.75. 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 August 28, 2023, the Reporting Person was granted 17,844 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 November 28, 2024.

5. On November 28, 2023, the Reporting Person was granted 49,451 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.

6. On November 28, 2024, the Reporting Person was granted 26,257 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, 2026.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Rebecca Bottorff	06/01/2026
	** 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 transactions did Bandwidth (BAND) report for Rebecca Bottorff?

Bandwidth reported that Chief People Officer Rebecca Bottorff exercised derivative awards for 7,796 shares of Class A Common Stock on May 28, 2026 and then sold 2,176 shares in open-market transactions on May 29, 2026.

How many Bandwidth (BAND) shares did Rebecca Bottorff sell and at what prices?

Rebecca Bottorff sold a total of 2,176 shares of Bandwidth Class A Common Stock on May 29, 2026 at weighted average prices of about $60.00, $59.48, and $58.37, with individual trades between $57.88 and $59.75.

How many Bandwidth (BAND) shares does Rebecca Bottorff own after these transactions?

Following the reported transactions, Chief People Officer Rebecca Bottorff directly owns 5,620 shares of Bandwidth Inc. Class A Common Stock, as shown in the post-transaction share balances in the Form 4 filing for the latest sale.

What derivative securities were involved in the Bandwidth (BAND) Form 4 for Rebecca Bottorff?

The Form 4 shows Restricted Stock Units (RSUs) that converted into Class A Common Stock. On May 28, 2026, RSU entries totaling 7,796 units were exercised, with each RSU representing a contingent right to receive one share of Class A Common Stock.

Were Rebecca Bottorff’s Bandwidth (BAND) share sales done in single or multiple trades?

The sales were executed in multiple trades. Footnotes state that the reported prices are weighted averages, with individual sale prices ranging from $57.88 to $58.88 and from $58.89 to $59.75 across different transaction groups.