Bandwidth (BAND) chief people officer reports RSU share vesting on Jan 3

Rhea-AI Filing Summary

Bandwidth Inc. insider Rebecca Bottorff, a director and Chief People Officer, reported equity award activity on January 3, 2026. She exercised 1,556 Restricted Stock Units, receiving the same number of shares of Class A common stock at an exercise price of $0. To cover taxes, 525 shares of Class A common stock were withheld and disposed of at a price of $14.22 per share. After these transactions, Bottorff directly held 54,383 shares of Bandwidth Inc. 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^*

Bottorff Rebecca

(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)
	Chief People Officer

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		1,556	A	$0	54,908	D
Class A Common Stock	01/03/2026		F		525	D	$14.22	54,383	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			1,556	(2)	(2)	Class A Common Stock	1,556	$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 9,334 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 Rebecca Bottorff	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 insider transaction did BAND Director Rebecca Bottorff report?

Rebecca Bottorff reported the vesting and settlement of 1,556 Restricted Stock Units into Bandwidth Inc. Class A common stock, along with a related share withholding for taxes.

How many Bandwidth (BAND) shares did Rebecca Bottorff acquire and at what price?

She acquired 1,556 shares of Bandwidth Inc. Class A common stock upon RSU vesting at an exercise price of $0 per share.

How many Bandwidth (BAND) shares were used to cover taxes in this Form 4?

A total of 525 shares of Bandwidth Inc. Class A common stock were disposed of in a transaction coded "F" at $14.22 per share to satisfy tax withholding.

What is Rebecca Bottorff’s Bandwidth (BAND) share ownership after the reported transactions?

Following the reported transactions, Rebecca Bottorff directly owned 54,383 shares of Bandwidth Inc. Class A common stock.

What role does Rebecca Bottorff hold at Bandwidth Inc.?

Rebecca Bottorff is both a Director and the Chief People Officer of Bandwidth Inc.

What were the original terms of the Restricted Stock Units reported in this BAND Form 4?

The filing states that on January 3, 2022, she was granted 9,334 Restricted Stock Units, with half vesting in four equal quarterly installments beginning March 31, 2022, and the remainder vesting in three equal annual installments beginning January 3, 2024.