Bandwidth (BAND) CFO gets 23,402 RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Bandwidth Inc.'s Chief Financial Officer, Daryl E. Raiford, reported equity compensation activity involving the company's Class A Common Stock. On February 20, 2026, he was granted 23,402 Restricted Stock Units, and the footnote states that all of these units vested immediately, increasing his share ownership.

On the same date, 5,912 shares of Class A Common Stock were disposed of in a tax-withholding disposition at $15.12 per share to satisfy tax obligations related to the equity award. After these transactions, Raiford directly owned 112,382 shares of Bandwidth Inc. Class A Common Stock.

Insider Trade Summary

Net Buyer: 17,490 shares

Net Buy 2 txns

Insider Raiford Daryl E

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Class A Common Stock	23,402	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	5,912	$15.12	$89K

Holdings After Transaction: Class A Common Stock — 112,382 shares (Direct)

Footnotes (1)

1. F1. On February 20, 2026, the Reporting Person was granted 23,402 Restricted Stock Units, all of which vested immediately.

FAQ

What did Bandwidth (BAND) disclose about its CFO in this Form 4?

The Form 4 shows Bandwidth’s CFO, Daryl E. Raiford, received 23,402 Restricted Stock Units that vested immediately, and had 5,912 shares withheld for taxes. After these transactions he directly held 112,382 shares of Class A Common Stock.

How many Bandwidth (BAND) RSUs were granted to the CFO and when?

Bandwidth’s CFO was granted 23,402 Restricted Stock Units on February 20, 2026. A footnote explains that all of these RSUs vested immediately, effectively delivering the corresponding shares to him on the grant date.

Why were 5,912 Bandwidth (BAND) shares disposed of in this Form 4?

The 5,912 shares were disposed of as a tax-withholding transaction at $15.12 per share. This means shares were delivered to cover tax obligations arising from the equity award, rather than being sold in an open-market trade.

What is Daryl Raiford’s Bandwidth (BAND) share ownership after these transactions?

After the reported grant and related tax-withholding disposition, Daryl E. Raiford directly owned 112,382 shares of Bandwidth Inc. Class A Common Stock. This figure reflects his updated direct holdings following all Form 4 transactions on February 20, 2026.

Does this Bandwidth (BAND) Form 4 indicate an open-market stock sale by the CFO?

The Form 4 does not show an open-market sale. Instead, it reports a tax-withholding disposition of 5,912 shares at $15.12 per share, tied to an immediately vesting grant of 23,402 Restricted Stock Units to the CFO.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/23/2026 - 04:15 PM Learn about SEC filing dates

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).

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)
02/20/2026

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)		23,402	A	$0	118,294	D
Class A Common Stock	02/20/2026		F		5,912	D	$15.12	112,382	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 23,402 Restricted Stock Units, all of which vested immediately.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Daryl E. Raiford	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).
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.