Bandwidth (BAND) CEO Morken exercises RSUs and surrenders shares for taxes

Rhea-AI Filing Summary

Bandwidth Inc. Chairman and CEO David A. Morken reported a mix of equity award vesting and tax-related share dispositions. On February 28, 2026, he exercised 7,727 and 4,103 Restricted Stock Units (RSUs), each RSU representing one share of Class A Common Stock, receiving the same number of common shares at a price of $0.0000 per share.

The RSUs relate to grants of 92,725 units on November 28, 2023 and 49,234 units on November 28, 2024, which vest over time in thirds and then in eight equal quarterly installments as described in the footnotes. To satisfy tax obligations from these vestings, Morken disposed of 3,365 shares of Class A Common Stock at $14.82 per share through a tax-withholding transaction coded “F.” After these transactions, he directly owned 69,355 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

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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^*

Morken David 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
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

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		7,727	A	$0	68,617	D
Class A Common Stock	02/28/2026		M		4,103	A	$0	72,720	D
Class A Common Stock	02/28/2026		F		3,365	D	$14.82	69,355	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			7,727	(2)	(2)	Class A Common Stock	7,727	$0	23,181	D
Restricted Stock Units	(1)	02/28/2026		M			4,103	(3)	(3)	Class A Common Stock	4,103	$0	28,720	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 92,725 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 49,234 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 David A. Morken	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Bandwidth (BAND) CEO David Morken report in this Form 4?

David Morken reported RSU vesting and related share movements. He exercised two blocks of Restricted Stock Units into Class A Common Stock and then disposed of 3,365 shares in a tax-withholding transaction, ending with 69,355 directly held common shares.

How many Bandwidth Class A shares did David Morken acquire from RSU exercises?

He acquired 7,727 and 4,103 Bandwidth Class A shares through RSU exercises. Each Restricted Stock Unit represents a contingent right to receive one common share, so the exercised units converted directly into the same number of Class A Common Stock shares.

Why did David Morken dispose of 3,365 Bandwidth shares in this filing?

The 3,365-share disposition was coded “F,” meaning shares were delivered to pay tax liabilities. This reflects a tax-withholding transaction tied to equity award vesting, not an open-market sale initiated to change his investment in Bandwidth stock.

At what price were the 3,365 Bandwidth shares used for taxes valued?

The 3,365 shares used for tax withholding were valued at $14.82 per share. This price is used to determine how many shares must be surrendered to cover the tax liability arising from the RSU vesting and share delivery on that date.

How many Bandwidth Class A shares does David Morken hold after these transactions?

After completing the RSU exercises and the tax-withholding share disposition, David Morken directly holds 69,355 shares of Bandwidth Inc. Class A Common Stock. This figure reflects his updated ownership following all reported transactions on February 28, 2026.

How do David Morken’s Bandwidth RSU grants vest over time?

A 92,725-unit RSU grant from November 28, 2023 vests one third on the first anniversary, with the rest in eight equal quarterly installments starting February 28, 2025. A 49,234-unit grant from November 28, 2024 follows the same pattern, beginning quarterly vesting on February 28, 2026.