STOCK TITAN

Bandwidth (NASDAQ: BAND) COO exercises RSUs and sells a small block of shares

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Bandwidth Inc. Chief Operating Officer Devesh Agarwal reported a combination of equity award vesting and small open-market sales of Class A Common Stock. On May 28, 2026, he exercised Restricted Stock Units (RSUs) covering 11,231 shares of Class A stock at a conversion price of $0.00 per share, increasing his direct share holdings.

On May 29, 2026, he then sold a total of 4,066 shares in open-market transactions at weighted average prices of about $58–$60 per share, including 1,737 shares at a weighted average price of $59.4771. After these transactions, he directly owned 68,579 shares of Class A Common Stock. Footnotes explain that reported sale prices are weighted averages over multiple trades and detail prior RSU grant and vesting schedules.

Positive

  • None.

Negative

  • None.
Insider Agarwal Devesh
Role Chief Operating Officer
Sold 4,066 shs ($239K)
Type Security Shares Price Value
Sale Class A Common Stock 2,322 $58.3693 $136K
Sale Class A Common Stock 1,737 $59.4771 $103K
Sale Class A Common Stock 7 $60.00 $420.00
Exercise Restricted Stock Units 3,928 $0.00 --
Exercise Restricted Stock Units 2,085 $0.00 --
Exercise Restricted Stock Units 5,218 $0.00 --
Exercise Class A Common Stock 3,928 $0.00 --
Exercise Class A Common Stock 2,085 $0.00 --
Exercise Class A Common Stock 5,218 $0.00 --
Holdings After Transaction: Class A Common Stock — 70,323 shares (Direct, null); Restricted Stock Units — 7,854 shares (Direct, null)
Footnotes (1)
  1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.88 to $58.88. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.89 to $59.75. 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. Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock. On November 28, 2023, the Reporting Person was granted 47,127 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, 2025. 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. On February 28, 2025, the Reporting Person was granted 62,617 Restricted Stock Units, one third of which will vest 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.
Shares sold 4,066 shares Total Class A shares sold on May 29, 2026
Shares exercised from RSUs 11,231 shares Class A shares acquired via RSU exercise on May 28, 2026
Sale price (block) $60.0000 per share Price for 7 Class A shares sold May 29, 2026
Weighted avg sale price $59.4771 per share Weighted average price for 1,737 shares sold May 29, 2026
Weighted avg sale price $58.3693 per share Weighted average price for 2,322 shares sold May 29, 2026
Shares owned after transactions 68,579 shares Direct Class A Common Stock holdings following May 29, 2026 sales
RSU grant 47,127 RSUs Grant dated November 28, 2023 with staged vesting
RSU grant 62,617 RSUs Grant dated February 28, 2025 with staged vesting
Restricted Stock Units financial
"Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
weighted average price financial
"The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions..."
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
"Each Restricted Stock Unit represents a contingent right to receive 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.
derivative exercise/conversion financial
"transaction_action": "derivative exercise/conversion""
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
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SEC Form 4
FORM 4UNITED 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*
Agarwal Devesh

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/28/2026M3,928A$065,342D
Class A Common Stock05/28/2026M2,085A$067,427D
Class A Common Stock05/28/2026M5,218A$072,645D
Class A Common Stock05/29/2026S2,322D$58.3693(1)70,323D
Class A Common Stock05/29/2026S1,737D$59.4771(2)68,586D
Class A Common Stock05/29/2026S7D$6068,579D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)05/28/2026M3,928 (4) (4)Class A Common Stock3,928$07,854D
Restricted Stock Units(3)05/28/2026M2,085 (5) (5)Class A Common Stock2,085$012,512D
Restricted Stock Units(3)05/28/2026M5,218 (6) (6)Class A Common Stock5,218$036,527D
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 $57.88 to $58.88. 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 $58.89 to $59.75. 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 November 28, 2023, the Reporting Person was granted 47,127 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, 2025.
5. 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.
6. On February 28, 2025, the Reporting Person was granted 62,617 Restricted Stock Units, one third of which will vest 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 Agarwal06/01/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transactions did BAND COO Devesh Agarwal report?

He reported RSU exercises and small stock sales. On May 28, 2026 he exercised Restricted Stock Units into 11,231 Class A shares, then on May 29, 2026 sold 4,066 shares in open-market transactions at weighted average prices around $58–$60 per share.

How many Bandwidth (BAND) shares did the COO sell and at what prices?

He sold 4,066 Class A shares. These included 7 shares at $60.00, 1,737 shares at a weighted average of $59.4771, and 2,322 shares at a weighted average of $58.3693, with trades executed across price ranges disclosed in the footnotes.

How many Bandwidth (BAND) shares does the COO hold after these transactions?

After the reported transactions, Devesh Agarwal directly owned 68,579 shares of Bandwidth’s Class A Common Stock. This post-transaction balance appears in the Form 4 data as the total number of shares held following the final reported sale on May 29, 2026.

What do the Form 4 footnotes say about the BAND share sale prices?

The footnotes state that reported prices are weighted averages from multiple trades. Shares sold around $58–$60 were executed in ranges such as $57.88–$58.88 and $58.89–$59.75, and the COO will provide full breakdowns of shares at each price upon request.

What RSU grants and vesting schedules are disclosed for the BAND COO?

Footnotes describe RSU grants on November 28, 2023 (47,127 units), November 28, 2024 (25,023 units), and February 28, 2025 (62,617 units). Each grant vests one-third on the first anniversary, with remaining units vesting in eight equal quarterly installments beginning on specified future dates.