Bandwidth (NASDAQ: BAND) CFO reports RSU vesting, new shares and tax withholdings

Rhea-AI Filing Summary

Bandwidth Inc. Chief Financial Officer Raiford Daryl E reported multiple equity compensation transactions involving Restricted Stock Units (RSUs) and Class A Common Stock. On February 28, 2026, several RSU awards vested and were converted into shares of Class A Common Stock at a price of $0.00 per share. On March 2, 2026, additional RSUs converted into 10,602 shares of Class A Common Stock, also at $0.00 per share. In connection with these vestings, the CFO disposed of 2,899 and 2,582 shares of Class A Common Stock on February 28 and March 2, respectively, at prices of $14.82 and $15.11 per share, to satisfy tax withholding obligations. After these transactions, he directly owned 129,403 shares of Bandwidth Inc. Class A Common Stock. Footnotes explain that each RSU represents a right to receive one share and describe prior RSU grants from May 30, 2023, November 28, 2023, and November 28, 2024, which vest over time in scheduled installments.

Insights

Equity compensation analyst

CFO’s Form 4 shows routine RSU vesting, share issuance, and tax withholding.

The transactions reflect Bandwidth Inc.’s compensation structure rather than discretionary open-market trades. RSUs granted in prior years on May 30, 2023, November 28, 2023, and November 28, 2024 are vesting and converting into Class A Common Stock at $0.00 per share.

Some of the newly issued shares were used to cover tax obligations via code F dispositions: 2,899 shares at $14.82 and 2,582 shares at $15.11 per share. These are withholdings, not open-market selling, and the CFO’s direct share ownership increased overall.

Because the activity is tied to pre-existing RSU awards and follows stated vesting schedules, it is generally viewed as routine administrative equity compensation. Subsequent company filings may provide further detail on future RSU vesting from the 2023 and 2024 grants.

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

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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^*

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)
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		5,730	A	$0	118,112	D
Class A Common Stock	02/28/2026		M		6,170	A	$0	124,282	D
Class A Common Stock	02/28/2026		F		2,899	D	$14.82	121,383	D
Class A Common Stock	03/02/2026		M		10,602	A	$0	131,985	D
Class A Common Stock	03/02/2026		F		2,582	D	$15.11	129,403	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			5,730	(2)	(2)	Class A Common Stock	5,730	$0	17,192	D
Restricted Stock Units	(1)	02/28/2026		M			6,170	(3)	(3)	Class A Common Stock	6,170	$0	43,190	D
Restricted Stock Units	(1)	03/02/2026		M			10,602	(4)	(4)	Class A Common Stock	10,602	$0	10,602	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, 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.

3. 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 vest in eight equal quarterly installments beginning on February 28, 2026.

4. 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	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Bandwidth (BAND) report for its CFO?

Bandwidth’s CFO reported RSU vesting and related share movements. Several Restricted Stock Units converted into Class A Common Stock, and some of the resulting shares were disposed of to cover tax withholding obligations, leaving the CFO with a larger direct shareholding afterward.

How many Bandwidth (BAND) shares does the CFO own after these transactions?

After the reported transactions, Bandwidth’s Chief Financial Officer directly owned 129,403 shares of Bandwidth Inc. Class A Common Stock. This figure reflects RSU conversions into shares and share dispositions made specifically to satisfy tax withholding obligations associated with those equity awards.

Were Bandwidth (BAND) CFO’s transactions open-market stock sales?

The filing shows no open-market sales. Share dispositions, coded as “F,” represent shares delivered to satisfy tax liabilities from RSU vesting. These transactions are administrative tax-withholding events, not discretionary selling into the market by the Chief Financial Officer.

What do the Restricted Stock Units in the Bandwidth (BAND) Form 4 represent?

Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock. As RSUs vest over time according to grant schedules, they convert into actual shares, which then appear as Class A Common Stock in the insider’s ownership records.

When were the Bandwidth (BAND) CFO’s RSUs originally granted?

Footnotes state the CFO received RSU grants on May 30, 2023, November 28, 2023, and November 28, 2024. For each grant, one third vests on the first anniversary of the grant date, with the remaining shares vesting in eight equal quarterly installments thereafter.

How are the Bandwidth (BAND) RSU grants structured for vesting?

For the CFO’s highlighted RSU grants, one third of each grant vests on the first anniversary of its grant date. The remaining two thirds vest in eight equal quarterly installments, providing a multi-year vesting schedule that gradually converts RSUs into Class A Common Stock.