Bandwidth (BAND) General Counsel converts RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Bandwidth Inc. General Counsel Richard Brandon Asbill reported the vesting and conversion of two blocks of Restricted Stock Units into Class A Common Stock, covering 4,168 and 2,213 units, each converting into one share. A total of 1,816 Class A shares were then withheld at $14.82 per share to cover tax obligations.

Insider Trade Summary

6,381 shares exercised/converted

Mixed 5 txns

Insider Asbill Richard Brandon

Role General Counsel

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,168	$0.00	--
Exercise	Restricted Stock Units	2,213	$0.00	--
Exercise	Class A Common Stock	4,168	$0.00	--
Exercise	Class A Common Stock	2,213	$0.00	--
Tax Withholding	Class A Common Stock	1,816	$14.82	$27K

Holdings After Transaction: Restricted Stock Units — 12,506 shares (Direct); Class A Common Stock — 77,216 shares (Direct)

Footnotes (1)

1. Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock. On November 28, 2023, the Reporting Person was granted 50,023 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, 2025. On November 28, 2024, the Reporting Person was granted 26,561 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.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Asbill Richard Brandon

(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)
	General Counsel

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		4,168	A	$0	77,216	D
Class A Common Stock	02/28/2026		M		2,213	A	$0	79,429	D
Class A Common Stock	02/28/2026		F		1,816	D	$14.82	77,613	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			4,168	(2)	(2)	Class A Common Stock	4,168	$0	12,506	D
Restricted Stock Units	(1)	02/28/2026		M			2,213	(3)	(3)	Class A Common Stock	2,213	$0	15,494	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 50,023 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, 2025.

3. On November 28, 2024, the Reporting Person was granted 26,561 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 R. Brandon Asbill	03/02/2026
	** 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.

FAQ

What insider transactions did Bandwidth (BAND) report for Richard Brandon Asbill?

Bandwidth reported that General Counsel Richard Brandon Asbill exercised and converted two blocks of Restricted Stock Units into Class A Common Stock. He acquired 4,168 shares and 2,213 shares, then had 1,816 Class A shares withheld to satisfy tax obligations related to these equity awards.

How many Bandwidth (BAND) shares were acquired through RSU conversions?

Through RSU conversions, Richard Brandon Asbill acquired 4,168 and 2,213 shares of Bandwidth Class A Common Stock. Each Restricted Stock Unit represents a contingent right to receive one share, so the reported RSU quantities match the newly acquired common shares from these vesting events.

What does the F code tax-withholding transaction mean in Bandwidth (BAND)'s Form 4?

The F code indicates shares were withheld to cover tax liabilities, not sold in an open-market trade. In this filing, 1,816 shares of Bandwidth Class A Common Stock were delivered at $14.82 per share as payment of tax due on the RSU vesting.

What are the vesting terms of Richard Brandon Asbill’s November 2023 RSU grant at Bandwidth (BAND)?

On November 28, 2023, Asbill received 50,023 Restricted Stock Units. One third vested on the first anniversary of the grant date, and the remaining two thirds vest in eight equal quarterly installments beginning on February 28, 2025, according to the disclosed vesting schedule.

How do the November 2024 Restricted Stock Units for Bandwidth (BAND)'s General Counsel vest?

On November 28, 2024, Asbill was granted 26,561 Restricted Stock Units. One third vested on the first anniversary of that grant date, with the remaining RSUs vesting in eight equal quarterly installments beginning on February 28, 2026, following the company’s specified vesting schedule.

Does each Bandwidth (BAND) Restricted Stock Unit equal one share of Class A Common Stock?

Yes. Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock. When RSUs vest and are settled, they convert into an equal number of Class A shares as reflected in the reported transactions.