Bandwidth (NASDAQ: BAND) CEO details RSU vesting and stock trades

Rhea-AI Filing Summary

Bandwidth Inc. Chairman & CEO David A. Morken reported multiple equity award-related transactions dated January 3, 2026. He acquired 5,486 and 2,918 shares of Class A common stock at an exercise price of $0 upon the vesting and settlement of restricted stock units granted on January 3, 2022. On the same date, he disposed of 1,852 and 985 Class A shares at a price of $14.22 per share.

The filing shows that the related restricted stock unit awards, originally covering 21,945 and 17,502 units, vested over multi-year schedules beginning in 2022. After the reported transactions, Morken directly owned 35,061 shares of Bandwidth Class A common stock.

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^*

Morken David A.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

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		5,486	A	$0	34,980	D
Class A Common Stock	01/03/2026		F		1,852	D	$14.22	33,128	D
Class A Common Stock	01/03/2026		M		2,918	A	$0	36,046	D
Class A Common Stock	01/03/2026		F		985	D	$14.22	35,061	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			5,486	(2)	(2)	Class A Common Stock	5,486	$0	0	D
Restricted Stock Units	(1)	01/03/2026		M			2,918	(3)	(3)	Class A Common Stock	2,918	$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 21,945 Restricted Stock Units, which vested in four equal annual installments beginning on January 3, 2023.

3. On January 3, 2022, the Reporting Person was granted 17,502 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.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for David A. Morken	01/06/2026
	** 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).
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FAQ

What does Bandwidth (BAND) Chairman & CEO David A. Morken report in this Form 4?

The Form 4 reports that David A. Morken, Chairman & CEO of Bandwidth Inc., acquired Class A common shares upon restricted stock unit vesting and disposed of some shares in separate transactions, all dated January 3, 2026.

How many Bandwidth Class A shares did David A. Morken acquire from RSU vesting?

On January 3, 2026, Morken acquired 5,486 and 2,918 shares of Bandwidth Class A common stock at an exercise price of $0 per share upon settlement of restricted stock units.

How many Bandwidth shares did David A. Morken dispose of and at what price?

On the same date, Morken disposed of 1,852 and 985 Bandwidth Class A shares at a price of $14.22 per share, as reflected in the non-derivative transaction table.

What is David A. Morken’s Bandwidth share ownership after these transactions?

Following the reported transactions on January 3, 2026, David A. Morken directly owned 35,061 shares of Bandwidth Inc. Class A common stock.

What are the vesting terms of David A. Morken’s Bandwidth restricted stock units?

One award of 21,945 restricted stock units granted on January 3, 2022 vested in four equal annual installments beginning January 3, 2023. A second award of 17,502 units granted the same day vested half in four equal quarterly installments starting March 31, 2022, with the remainder vesting in three equal annual installments beginning January 3, 2024.

What does each Bandwidth restricted stock unit represent for David A. Morken?

Each restricted stock unit reported in the filing represents a contingent right to receive one share of Bandwidth Inc. Class A common stock upon vesting and settlement.