RSU vesting and tax share withholding by Bandwidth (BAND) officer

Rhea-AI Filing Summary

Bandwidth Inc. officer Devin M. Krupka reported multiple equity transactions involving Restricted Stock Units and Class A common stock on February 28, 2026. He exercised or converted 2,775 and 1,517 Restricted Stock Units at $0.00 per unit, each RSU representing one share of Class A common stock.

These RSUs stem from grants of 33,303 units on November 28, 2023 and 18,205 units on November 28, 2024, with portions vesting annually and then in eight equal quarterly installments beginning on February 28, 2025 and February 28, 2026, respectively. Corresponding Class A common stock entries show direct ownership rising, with balances of 35,049 and then 36,566 shares after the conversions.

To satisfy tax obligations related to these awards, Krupka disposed of 1,218 shares of Class A common stock at $14.82 per share in a tax-withholding transaction, leaving him with 35,348 directly owned shares following the disposition.

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^*

Krupka Devin M

(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)
	Controller, PAO

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		2,775	A	$0	35,049	D
Class A Common Stock	02/28/2026		M		1,517	A	$0	36,566	D
Class A Common Stock	02/28/2026		F		1,218	D	$14.82	35,348	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			2,775	(2)	(2)	Class A Common Stock	2,775	$0	8,326	D
Restricted Stock Units	(1)	02/28/2026		M			1,517	(3)	(3)	Class A Common Stock	1,517	$0	10,620	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 33,303 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 18,205 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 Devin M. Krupka	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).
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FAQ

What did Bandwidth (BAND) officer Devin Krupka report in this Form 4?

Devin Krupka reported RSU conversions and related share movements. He converted 2,775 and 1,517 Restricted Stock Units into Class A common stock and then disposed of 1,218 shares at $14.82 per share to cover tax obligations tied to these equity awards.

How many Bandwidth (BAND) Restricted Stock Units did Devin Krupka convert?

He converted two RSU tranches into stock. One tranche covered 2,775 Restricted Stock Units and the other covered 1,517 units, each RSU representing one share of Bandwidth Inc. Class A common stock, increasing his directly owned common share balances recorded in the filing.

What were the key RSU grants disclosed for Bandwidth (BAND) officer Devin Krupka?

Krupka was granted 33,303 Restricted Stock Units on November 28, 2023, and 18,205 units on November 28, 2024. For each grant, one third vests on the first anniversary, with remaining shares vesting in eight equal quarterly installments starting February 28, 2025 and February 28, 2026.

Why did Devin Krupka dispose of Bandwidth (BAND) shares and at what price?

He disposed of 1,218 shares of Bandwidth Inc. Class A common stock in a tax-withholding transaction. The disposition price was $14.82 per share, used to satisfy tax liabilities arising from the exercise or vesting of his Restricted Stock Unit awards.

How many Bandwidth (BAND) shares does Devin Krupka own after these transactions?

Following the reported transactions, Krupka directly owns 35,348 shares of Bandwidth Inc. Class A common stock. This balance reflects RSU conversions that increased his holdings and the subsequent 1,218-share tax-withholding disposition recorded in the Form 4.

How do the vesting schedules work for Devin Krupka’s Bandwidth (BAND) RSU grants?

Each grant vests in stages. One third of the RSUs vests on the first anniversary of the grant date, with the remaining shares vesting in eight equal quarterly installments starting February 28, 2025 for the 2023 grant and February 28, 2026 for the 2024 grant.