David A. Morken - Mar 1, 2024 Form 4 Insider Report for Bandwidth Inc. (BAND)

Role: Chairman & CEO, Director
Signature: /s/ Leah Webb, Attorney-in-Fact for David A. Morken
Stock symbol: BAND
Transactions as of: Mar 1, 2024
Transactions value $: -$131,252
Form type: 4
Date filed: 3/5/2024, 05:19 PM
Previous filing: Mar 1, 2024
Next filing: May 30, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BAND	Class A Common Stock	Award	$0	+22.3K	+36.81%	$0.00	82.7K	Mar 1, 2024	Direct
transaction	BAND	Class A Common Stock	Sale	-$131K	-6.78K	-8.2%	$19.35	75.9K	Mar 4, 2024	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id	Content
F1	Reflects shares sold to cover taxes upon the vesting of Restricted Stock Units pursuant to a Rule 10b5-1 instruction letter adopted by the Reporting Person on March 3, 2023 related solely to tax obligations associated with awards received in connection with the Issuer's equity compensation programs. The Restricted Stock Units were granted and vested on March 1, 2024.
F2	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.12 to $20.02. 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.

Content

Reflects shares sold to cover taxes upon the vesting of Restricted Stock Units pursuant to a Rule 10b5-1 instruction letter adopted by the Reporting Person on March 3, 2023 related solely to tax obligations associated with awards received in connection with the Issuer's equity compensation programs. The Restricted Stock Units were granted and vested on March 1, 2024.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.12 to $20.02. 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.