Bandwidth (BAND) COO Agarwal logs RSU conversions and tax share disposal

Rhea-AI Filing Summary

Bandwidth Inc. Chief Operating Officer Devesh Agarwal reported several equity compensation transactions dated February 28, 2026. He exercised and converted multiple Restricted Stock Units into shares of Class A common stock at a price of $0.00 per share, reflecting scheduled vesting from prior RSU grants.

The filing shows RSU exercises tied to grants made on November 28, 2023, November 28, 2024, and February 28, 2025, each vesting over time in quarterly installments. To satisfy tax obligations, 7,646 shares of Class A common stock were disposed of at $14.82 per share, leaving Agarwal with 111,414 Class A shares owned directly after these transactions.

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^*

Agarwal Devesh

(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 Operating Officer

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		3,927	A	$0	96,103	D
Class A Common Stock	02/28/2026		M		2,085	A	$0	98,188	D
Class A Common Stock	02/28/2026		M		20,872	A	$0	119,060	D
Class A Common Stock	02/28/2026		F		7,646	D	$14.82	111,414	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			3,927	(2)	(2)	Class A Common Stock	3,927	$0	11,782	D
Restricted Stock Units	(1)	02/28/2026		M			2,085	(3)	(3)	Class A Common Stock	2,085	$0	14,597	D
Restricted Stock Units	(1)	02/28/2026		M			20,872	(4)	(4)	Class A Common Stock	20,872	$0	41,745	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 47,127 RSUs, 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 25,023 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.

4. On February 28, 2025, the Reporting Person was granted 62,617 Restricted Stock Units, one third of which vested on the first anniversary of the date of grant and the remaining shares will vest in eight equal quarterly installments beginning on May 28, 2026.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Devesh Agarwal	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 insider transactions did Bandwidth Inc. (BAND) report for Devesh Agarwal?

Devesh Agarwal reported exercises of Restricted Stock Units that converted into Class A common stock, plus a related tax-withholding share disposal. These transactions reflect scheduled vesting from previously granted RSUs, rather than open-market buying or selling of Bandwidth Inc. shares.

How many Bandwidth Inc. shares did Devesh Agarwal own after these Form 4 transactions?

After the reported transactions, Devesh Agarwal directly owned 111,414 shares of Bandwidth Inc. Class A common stock. This balance reflects RSU conversions into common shares and a portion of shares withheld and disposed of to cover associated tax liabilities at the time of vesting.

What was the nature of the RSU transactions reported by Bandwidth Inc. COO Devesh Agarwal?

The RSU transactions were exercises and conversions of Restricted Stock Units into Bandwidth Inc. Class A common stock at $0.00 per share. They stemmed from equity awards granted in 2023, 2024, and 2025 that vest over time in specified quarterly installments.

Why were some Bandwidth Inc. shares disposed of in Devesh Agarwal’s Form 4 filing?

Agarwal disposed of 7,646 shares of Bandwidth Inc. Class A common stock at $14.82 per share to satisfy tax obligations. The filing characterizes this as a tax-withholding disposition, where shares are delivered to cover exercise price or tax liability rather than sold on the open market.

What RSU grant schedules are disclosed for Bandwidth Inc. COO Devesh Agarwal?

The filing notes RSU grants on November 28, 2023; November 28, 2024; and February 28, 2025. Each grant vests one-third on the first anniversary of the grant date, with the remaining shares vesting in eight equal quarterly installments beginning on specified future dates.