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  4. [Form 4] Bandwidth Inc. Insider Trading Activity

Bandwidth CEO sells 5,128 shares around $49

Bandwidth Inc. (BAND) reported insider transactions by Chairman & CEO David A. Morken.

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Bandwidth Inc. (BAND) reported insider transactions by Chairman & CEO David A. Morken. On August 28, 2026, he exercised 11,830 Restricted Stock Units, receiving the same number of Class A shares at $0. On August 31, 2026, he sold 5,128 Class A shares in open-market transactions at weighted average prices around the high-$40s per share.

Positive

  • None.

Negative

  • None.
Insider Morken David A.
Role Chairman & CEO
Sold 5,128 shs ($252K)
Approx. gross sale proceeds $252K
Type Security Shares Price Value
Sale Class A Common Stock F1 3,000 $48.8226 $146K
Sale Class A Common Stock F2 2,128 $49.6021 $106K
Exercise Restricted Stock Units F3, F4 7,727 $0.00 $0.00
Exercise Restricted Stock Units F3, F5 4,103 $0.00 $0.00
Exercise Class A Common Stock 7,727 $0.00 $0.00
Exercise Class A Common Stock 4,103 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 28,241 contracts (Direct); Class A Common Stock — 6,702 shares (Direct)
Footnotes (5)
  1. F1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.29 to $49.28. The Reporting Person undertakes to provide Bandwidth Inc. (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.
  2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.33 to $49.6351. 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. F3. Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.
  4. F4. 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.
  5. F5. 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.
Shares sold 5,128 shares of Class A Common Stock Open-market sales on August 31, 2026
Sale price (weighted average) $48.8226 per share 3,000 shares sold on August 31, 2026; prices ranged $48.29–$49.28
Sale price (weighted average) $49.6021 per share 2,128 shares sold on August 31, 2026; prices ranged $49.33–$49.6351
RSUs exercised 7,727 Restricted Stock Units Converted into Class A Common Stock on August 28, 2026 from 2023 grant
RSUs exercised 4,103 Restricted Stock Units Converted into Class A Common Stock on August 28, 2026 from 2024 grant
RSU grant size 92,725 Restricted Stock Units Granted November 28, 2023 with one-third vesting after one year, then eight equal quarterly installments beginning February 28, 2025
RSU grant size 49,234 Restricted Stock Units Granted November 28, 2024 with one-third vesting after one year, then eight equal quarterly installments beginning February 28, 2026
Net shares (buy vs sell) Net-sell 5,128 shares Form 4 transaction summary across reported transactions
Restricted Stock Units financial
"Each Restricted Stock Unit represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
contingent right financial
"represents a contingent right to receive one share of the Company's Class A"
quarterly installments financial
"the remaining shares vest in eight equal quarterly installments beginning"

FAQ

What insider transactions did BAND CEO David A. Morken report on this Form 4?
David A. Morken reported exercising 11,830 Restricted Stock Units into Class A Common Stock on August 28, 2026, and selling 5,128 Class A shares in open-market transactions on August 31, 2026, at weighted average prices in the high-$40s per share.

How many Bandwidth Inc. (BAND) shares did the CEO sell?
The CEO sold a total of 5,128 shares of Bandwidth Inc. Class A Common Stock on August 31, 2026, through two open-market sale transactions reported on this Form 4.

What prices did the BAND CEO receive for the shares sold?
The reported per-share prices are weighted averages: $48.8226 for 3,000 shares and $49.6021 for 2,128 shares. Footnotes state the actual sale prices ranged from $48.29 to $49.28 and from $49.33 to $49.6351, respectively.

What Restricted Stock Units did the BAND CEO exercise in this filing?
He exercised 7,727 RSUs and 4,103 RSUs on August 28, 2026, each RSU converting into one share of Class A Common Stock. These RSUs came from grants originally made on November 28, 2023 and November 28, 2024 with time-based vesting schedules.

Were the RSU exercises by the BAND CEO cashless?
Yes. The RSU exercises show a transaction price per share of $0.0000 for 7,727 and 4,103 Restricted Stock Units, indicating the shares of Class A Common Stock were acquired upon vesting without an exercise price being paid per share.

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SEC Form 4
FORM 4UNITED 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*
Morken David A.
(Last)(First)(Middle)
C/O BANDWIDTH INC.
2230 BANDMATE WAY
(Street)
RALEIGH NORTH CAROLINA 27607
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Bandwidth Inc. [ BAND ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/28/2026M7,727A$07,727D
Class A Common Stock08/28/2026M4,103A$011,830D
Class A Common Stock08/31/2026S3,000D$48.8226(1)8,830D
Class A Common Stock08/31/2026S2,128D$49.6021(2)6,702D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)08/28/2026M7,727 (4) (4)Class A Common Stock7,727$07,727D
Restricted Stock Units(3)08/28/2026M4,103 (5) (5)Class A Common Stock4,103$020,514D
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.29 to $49.28. The Reporting Person undertakes to provide Bandwidth Inc. (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.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.33 to $49.6351. 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. Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.
4. 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.
5. 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. Morken09/01/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR