Bandwidth HR chief exercises 7,797 RSUs, sells 2,713 shares

Bandwidth Inc. (BAND) director and Chief People Officer Rebecca Bottorff reported multiple equity transactions.

Rhea-AI Filing Summary

Bandwidth Inc. (BAND) director and Chief People Officer Rebecca Bottorff reported multiple equity transactions. On August 28, 2026, she exercised 7,797 Restricted Stock Units into Class A Common Stock at $0 per share. On August 31, 2026, she sold a total of 2,713 Class A shares in open-market or private transactions at weighted average prices of $48.82 and $49.60 per share, with actual trade prices ranging between $48.29–$49.28 and $49.33–$49.6351.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 8 txns

Insider Bottorff Rebecca

Role Chief People Officer

Sold 2,713 shs ($133K)

Approx. gross sale proceeds $133K

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1	1,587	$48.8226	$77K
Sale	Class A Common Stock F2	1,126	$49.6021	$56K
Exercise	Restricted Stock Units F3, F4	1,487	$0.00	$0.00
Exercise	Restricted Stock Units F3, F5	4,121	$0.00	$0.00
Exercise	Restricted Stock Units F3, F6	2,189	$0.00	$0.00
Exercise	Class A Common Stock	1,487	$0.00	$0.00
Exercise	Class A Common Stock	4,121	$0.00	$0.00
Exercise	Class A Common Stock	2,189	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 15,061 contracts (Direct); Class A Common Stock — 10,704 shares (Direct)

Footnotes (6)

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 August 28, 2023, the Reporting Person was granted 17,844 Restricted Stock Units, one third of which vest on the first anniversary of the date of grant and the remaining shares vest in eight equal quarterly installments beginning on November 28, 2024.
5. F5. On November 28, 2023, the Reporting Person was granted 49,451 Restricted Stock Units, one third of which vest on the first anniversary of the date of grant and the remaining shares vest in eight equal quarterly installments beginning on February 28, 2025.
6. F6. On November 28, 2024, the Reporting Person was granted 26,257 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.

Key Figures

Shares sold August 31, 2026: 2,713 shares of Class A Common Stock Weighted average sale price (lot 1): $48.8226 per share Weighted average sale price (lot 2): $49.6021 per share +4 more

7 metrics

Shares sold August 31, 2026 2,713 shares of Class A Common Stock Total sell transactions reported on that date

Weighted average sale price (lot 1) $48.8226 per share Sale of 1,587 shares; individual prices $48.29–$49.28

Weighted average sale price (lot 2) $49.6021 per share Sale of 1,126 shares; individual prices $49.33–$49.6351

RSUs exercised 7,797 Restricted Stock Units Converted into Class A Common Stock on August 28, 2026

RSU grant August 28, 2023 17,844 Restricted Stock Units Time-based vesting: one third on first anniversary, then eight quarterly installments

RSU grant November 28, 2023 49,451 Restricted Stock Units Time-based vesting with one third after one year, then eight quarterly installments

RSU grant November 28, 2024 26,257 Restricted Stock Units One third vested after one year, remainder in eight quarterly installments

Key Terms

Restricted Stock Unit, weighted average price, Class A Common Stock

3 terms

Restricted Stock Unit financial

"Each Restricted Stock Unit represents a contingent right to receive one share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

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.

Class A Common Stock financial

"one share of the Company's Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

What insider transactions did BAND’s Rebecca Bottorff report on this Form 4?

Rebecca Bottorff, a director and Chief People Officer of Bandwidth Inc. (BAND), reported exercising 7,797 Restricted Stock Units into Class A Common Stock on August 28, 2026, and selling 2,713 Class A shares on August 31, 2026, in open-market or private transactions.

How many Bandwidth Inc. (BAND) shares did Rebecca Bottorff sell and at what prices?

She sold 2,713 Class A Common shares on August 31, 2026. One sale of 1,587 shares had a weighted average price of $48.8226 (range $48.29–$49.28), and another sale of 1,126 shares had a weighted average price of $49.6021 (range $49.33–$49.6351).

What Restricted Stock Units did BAND’s Rebecca Bottorff exercise in this filing?

She exercised a total of 7,797 Restricted Stock Units on August 28, 2026, each representing the right to receive one share of Bandwidth’s Class A Common Stock. These RSUs relate to grants of 17,844, 49,451, and 26,257 units awarded in 2023 and 2024 with time-based vesting schedules.

Were Rebecca Bottorff’s BAND share sales made under a Rule 10b5-1 trading plan?

The Form 4 indicates the Rule 10b5-1 checkbox is not affirmed (aff_10b5_one is false), so the reported transactions are not designated as made pursuant to a Rule 10b5-1 trading plan in this filing.

What does each Restricted Stock Unit represent for BAND in this Form 4?

Each Restricted Stock Unit in this Form 4 represents a contingent right to receive one share of Bandwidth Inc.’s Class A Common Stock, as disclosed in the footnotes describing the RSU awards and their vesting terms.

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Available on EDGAR 09/01/2026 - 04:21 PM Accepted by SEC EDGAR 09/01/2026 - 04:20 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^*

Bottorff Rebecca

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief People Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/28/2026		M		1,487	A	$0	7,107	D
Class A Common Stock	08/28/2026		M		4,121	A	$0	11,228	D
Class A Common Stock	08/28/2026		M		2,189	A	$0	13,417	D
Class A Common Stock	08/31/2026		S		1,587	D	$48.8226(1)	11,830	D
Class A Common Stock	08/31/2026		S		1,126	D	$49.6021(2)	10,704	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	(3)	08/28/2026		M			1,487	(4)	(4)	Class A Common Stock	1,487	$0	0	D
Restricted Stock Units	(3)	08/28/2026		M			4,121	(5)	(5)	Class A Common Stock	4,121	$0	4,121	D
Restricted Stock Units	(3)	08/28/2026		M			2,189	(6)	(6)	Class A Common Stock	2,189	$0	10,940	D

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 August 28, 2023, the Reporting Person was granted 17,844 Restricted Stock Units, one third of which vest on the first anniversary of the date of grant and the remaining shares vest in eight equal quarterly installments beginning on November 28, 2024.

5. On November 28, 2023, the Reporting Person was granted 49,451 Restricted Stock Units, one third of which vest on the first anniversary of the date of grant and the remaining shares vest in eight equal quarterly installments beginning on February 28, 2025.

6. On November 28, 2024, the Reporting Person was granted 26,257 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 Rebecca Bottorff	09/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)