Bandwidth Inc. (BAND) CFO discloses RSU grants, vesting and stock sales

Rhea-AI Filing Summary

Bandwidth Inc.'s Chief Financial Officer reported multiple equity transactions involving Class A Common Stock and restricted stock units. On November 28, 2025, several blocks of restricted stock units (RSUs) were converted to shares at an exercise price of $0, increasing directly held stock. The CFO also received a new grant of 226,667 RSUs on the same date, with one third vesting after one year and the rest in eight quarterly installments starting February 28, 2027.

On December 1, 2025, the CFO sold 13,400 shares at a weighted average price of $14.0626 and 8,115 shares at $14.0528, under Rule 10b5-1 trading arrangements. A portion of the sales covered tax obligations from vesting RSUs. Following these transactions, the CFO directly owned 98,535 shares of Bandwidth’s 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
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).

X

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^*

Raiford Daryl E

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2025

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	11/28/2025		M		3,142	A	$0	79,037	D
Class A Common Stock	11/28/2025		M		5,731	A	$0	84,768	D
Class A Common Stock	11/28/2025		M		24,680	A	$0	109,448	D
Class A Common Stock	11/30/2025		M		10,602	A	$0	120,050	D
Class A Common Stock	12/01/2025		S(1)		13,400	D	$14.0626(2)	106,650	D
Class A Common Stock	12/01/2025		S(3)		8,115	D	$14.0528	98,535	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	(4)	11/28/2025		M			3,142	(5)	(5)	Class A Common Stock	3,142	$0	0	D
Restricted Stock Units	(4)	11/28/2025		M			5,731	(6)	(6)	Class A Common Stock	5,731	$0	22,922	D
Restricted Stock Units	(4)	11/28/2025		M			24,680	(7)	(7)	Class A Common Stock	24,680	$0	49,360	D
Restricted Stock Units	(4)	11/28/2025		A		226,667		(8)	(8)	Class A Common Stock	226,667	$0	226,667	D
Restricted Stock Units	(4)	11/30/2025		M			10,602	(9)	(9)	Class A Common Stock	10,602	$0	21,204	D

Explanation of Responses:

1. Reflects shares sold to cover taxes upon the vesting of Restricted Stock Units on November 28, 2025, pursuant to a Rule 10b5-1 instruction letter adopted by the Reporting Person on March 3, 2023 related solely to tax obligations associated with awards received in connection with Bandwidth Inc. (the "Company") equity compensation programs.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.93 to $14.29. 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. Reflects shares sold pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on December 12, 2024.

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

5. On November 28, 2022, the Reporting Person was granted 37,700 Restricted Stock Units, one third of which vested on the first anniversary of the date of grant and the remaining shares vested in eight equal quarterly installments beginning on February 28, 2024.

6. On November 28, 2023, the Reporting Person was granted 68,767 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.

7. On November 28, 2024, the Reporting Person was granted 74,040 Restricted Stock Units, one third of which vested on the first anniversary of the date of grant and the remaining shares will vest in eight equal quarterly installments beginning on February 28, 2026.

8. On November 28, 2025, the Reporting Person was granted 226,667 Restricted Stock Units, one third of which vest on the first anniversary of the date of grant and the remaining shares will vest in eight equal quarterly installments beginning on February 28, 2027.

9. On May 30, 2023, the Reporting Person was granted 127,226 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 August 30, 2024.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Daryl E. Raiford	12/02/2025
	** 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 its CFO?

The CFO of Bandwidth Inc. reported conversions of restricted stock units into Class A Common Stock on November 28, 2025, a new grant of 226,667 RSUs, and share sales totaling 21,515 shares on December 1, 2025 under Rule 10b5-1 trading plans.

How many Bandwidth Inc. (BAND) shares does the CFO own after these Form 4 transactions?

After the reported transactions, the CFO beneficially owned 98,535 shares of Bandwidth Inc. Class A Common Stock in direct ownership.

What was the size and vesting schedule of the new RSU grant to the Bandwidth Inc. CFO?

On November 28, 2025, the CFO received 226,667 restricted stock units. One third of this award vests on the first anniversary of the grant date, and the remaining units vest in eight equal quarterly installments beginning on February 28, 2027.

At what prices did the Bandwidth Inc. (BAND) CFO sell shares in December 2025?

On December 1, 2025, the CFO sold 13,400 shares at a weighted average price of $14.0626 and 8,115 shares at an average price of $14.0528, with individual trade prices ranging from $13.93 to $14.29.

Were the Bandwidth Inc. CFO’s share sales made under a Rule 10b5-1 plan?

Yes. Shares sold on December 1, 2025 include amounts executed pursuant to Rule 10b5-1 trading arrangements, including an instruction letter related to tax obligations and a separate Rule 10b5-1 plan adopted on December 12, 2024.

How do the Bandwidth Inc. CFO’s restricted stock units convert into shares?

Each restricted stock unit represents a contingent right to receive one share of Bandwidth Inc.’s Class A Common Stock, subject to the vesting schedules described for each grant.