[Form 4] Bandwidth Inc. Insider Trading Activity

Rhea-AI Filing Summary

Bandwidth Inc. Chief Financial Officer Daryl E. Raiford reported equity award activity involving Restricted Stock Units and Class A Common Stock. On January 3, 2026, he converted 2,195 Restricted Stock Units into an equal number of Class A shares at $0 per share, then had 651 shares withheld at $14.22 per share, leaving 93,360 Class A shares directly owned after those steps. The same day, he converted another 2,179 Restricted Stock Units into Class A shares at $0, with 647 shares withheld at $14.22, resulting in 94,892 Class A shares directly owned afterward.

Each Restricted Stock Unit represents a contingent right to receive one Class A share, and these units were originally granted on January 3, 2022, with vesting spread over quarterly and annual installments through 2024 for the 13,169-unit grant and through 2026 for the 8,718-unit grant.

Insights

Equity compensation analyst

Routine RSU vesting and tax-share withholding by Bandwidth’s CFO.

Daryl E. Raiford, the Chief Financial Officer of Bandwidth Inc., reported the vesting and settlement of two tranches of Restricted Stock Units on January 3, 2026. A total of 2,195 and 2,179 RSUs were converted into the same number of Class A Common shares at an exercise price of $0, consistent with standard RSU mechanics.

For each vesting event, a portion of shares—651 and 647—was withheld at a price of $14.22 per share under transaction code “F,” which typically reflects shares withheld to cover taxes rather than open-market sales. Following these transactions, his reported direct holdings changed to 93,360 and then 94,892 Class A shares.

The footnotes clarify that each RSU equals one Class A share and describe the original grants made on January 3, 2022, including quarterly and annual vesting schedules. These disclosures indicate ongoing execution of previously granted equity awards rather than a new compensation arrangement or unexpected insider selling.

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)
01/03/2026

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	01/03/2026		M		2,195	A	$0	94,011	D
Class A Common Stock	01/03/2026		F		651	D	$14.22	93,360	D
Class A Common Stock	01/03/2026		M		2,179	A	$0	95,539	D
Class A Common Stock	01/03/2026		F		647	D	$14.22	94,892	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)	01/03/2026		M			2,195	(2)	(2)	Class A Common Stock	2,195	$0	0	D
Restricted Stock Units	(1)	01/03/2026		M			2,179	(3)	(3)	Class A Common Stock	2,179	$0	0	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 January 3, 2022, the Reporting Person was granted 13,169 Restricted Stock Units, half of which vested in four equal quarterly installments beginning on March 31, 2022, and the remainder vested in three equal annual installments beginning on January 3, 2024.

3. On January 3, 2022, the Reporting Person was granted 8,718 Restricted Stock Units, which vested in four equal annual installments beginning on January 3, 2023.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Daryl E. Raiford	01/06/2026
	** Signature of Reporting Person	Date
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