Bandwidth director acquires 3,333 shares via RSUs

Bandwidth Inc. director Douglas A. Suriano reported the vesting and conversion of equity awards.

Rhea-AI Filing Summary

Bandwidth Inc. director Douglas A. Suriano reported the vesting and conversion of equity awards. On February 28, 2026, he exercised 3,333 Restricted Stock Units, receiving 3,333 shares of Class A Common Stock at a price of $0.00 per share.

These units are part of a 13,333 RSU grant awarded on November 28, 2025, scheduled to vest in four equal quarterly installments beginning February 28, 2026. After these transactions, Suriano directly holds 10,000 Restricted Stock Units and 42,743 shares of Class A Common Stock.

Insider Trade Summary

3,333 shares exercised/converted

Exercise 2 txns

Insider Suriano Douglas A

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,333	$0.00	$0.00
Exercise	Class A Common Stock	3,333	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 10,000 contracts (Direct); Class A Common Stock — 42,743 shares (Direct)

Footnotes (2)

1. F1. Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock.
2. F2. On November 28, 2025, the Reporting Person was granted 13,333 Restricted Stock Units, which vest in four equal quarterly installments beginning on February 28, 2026.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Bandwidth (BAND) director Douglas Suriano report?

Douglas A. Suriano reported acquiring 3,333 shares of Bandwidth Class A Common Stock through the exercise of 3,333 Restricted Stock Units at $0.00 per share. This reflects the vesting of a portion of a previously granted equity award.

How many Restricted Stock Units did Douglas Suriano exercise in this Bandwidth Form 4?

He exercised 3,333 Restricted Stock Units, each converting into one share of Bandwidth Class A Common Stock. The exercise price was $0.00 per share, indicating these were vesting RSUs rather than an open-market stock purchase.

What is the size and vesting schedule of Douglas Suriano’s Bandwidth RSU grant?

On November 28, 2025, Douglas Suriano was granted 13,333 Restricted Stock Units. The grant vests in four equal quarterly installments, starting on February 28, 2026, meaning 3,333 units vest on each scheduled quarterly vesting date.

How many Bandwidth shares does Douglas Suriano own after the reported Form 4 transactions?

Following the reported transactions, Douglas Suriano directly owns 42,743 shares of Bandwidth Class A Common Stock. This reflects the addition of 3,333 newly issued shares from the RSU conversion to his previously reported direct holdings.

How many unvested or remaining RSUs does Douglas Suriano hold in Bandwidth after this filing?

After the exercise of 3,333 Restricted Stock Units, Douglas Suriano holds 10,000 Restricted Stock Units directly. These remaining units are scheduled to vest in subsequent quarterly installments under the original 13,333-unit RSU grant.

Was Douglas Suriano’s Bandwidth share acquisition an open-market purchase?

No. The acquisition resulted from the exercise and conversion of 3,333 Restricted Stock Units at $0.00 per share. This indicates a vesting equity award rather than shares bought in the open market for cash consideration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/02/2026 - 04:24 PM Learn about SEC filing dates

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^*

Suriano Douglas A

(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)
02/28/2026

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	02/28/2026		M		3,333	A	$0	42,743	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)	02/28/2026		M			3,333	(2)	(2)	Class A Common Stock	3,333	$0	10,000	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, 2025, the Reporting Person was granted 13,333 Restricted Stock Units, which vest in four equal quarterly installments beginning on February 28, 2026.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Douglas A. Suriano	03/02/2026
	** 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.