Bandwidth (BAND) CPO gains 12,830 shares, withholds 4,038 for taxes

Rhea-AI Filing Summary

Bandwidth Inc. director and Chief People Officer Rebecca Bottorff reported equity award activity involving Class A Common Stock. On February 20, 2026, she acquired 12,830 shares through the exercise/settlement of restricted stock units that vested immediately at no exercise price per share.

On the same date, 4,038 shares were disposed of at $15.12 per share to cover tax obligations associated with the award, a tax-withholding transaction rather than an open-market sale. After these transactions, she directly held 63,175 shares of Bandwidth Inc. Class A Common Stock.

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
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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^*

Bottorff Rebecca

(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
X	Officer (give title below)		Other (specify below)
	Chief People Officer

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)		12,830	A	$0	67,213	D
Class A Common Stock	02/20/2026		F		4,038	D	$15.12	63,175	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 12,830 Restricted Stock Units, all of which vested immediately.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Rebecca Bottorff	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).
** 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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FAQ

What insider transactions did Bandwidth Inc. (BAND) disclose for Rebecca Bottorff?

Bandwidth Inc. reported that Rebecca Bottorff acquired 12,830 Class A shares on February 20, 2026 via restricted stock units that vested immediately, and 4,038 shares were simultaneously disposed of to satisfy tax-withholding obligations related to that equity award.

How many Bandwidth Inc. (BAND) shares does Rebecca Bottorff own after this Form 4?

After the reported transactions, Rebecca Bottorff directly owns 63,175 shares of Bandwidth Inc. Class A Common Stock. This figure reflects both the 12,830 shares acquired from vested restricted stock units and the 4,038 shares disposed of for tax withholding on February 20, 2026.

Was the Bandwidth Inc. (BAND) insider transaction an open-market sale?

The filing shows no open-market sale. Instead, 4,038 shares of Bandwidth Inc. Class A Common Stock were disposed of at $15.12 per share to cover tax liabilities arising from the immediate vesting of 12,830 restricted stock units granted to Rebecca Bottorff.

What type of equity award did Bandwidth Inc. (BAND) grant to Rebecca Bottorff?

Bandwidth Inc. granted Rebecca Bottorff 12,830 restricted stock units on February 20, 2026, all of which vested immediately. The vesting resulted in the delivery of an equal number of Class A Common Stock shares before taxes were settled through share withholding.

What transaction codes appear in Rebecca Bottorff’s Bandwidth Inc. (BAND) Form 4?

The Form 4 lists transaction code M for the acquisition of 12,830 Class A shares via exercise or conversion of a derivative security, and code F for the disposition of 4,038 shares used to pay tax liabilities related to that equity award.