David A. Morken - Feb 28, 2025 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
Feb 28, 2025
Transactions value $
-$214,302
Form type
4
Date filed
3/4/2025, 07:38 PM
Previous filing
Jan 6, 2025
Next filing
Mar 14, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BAND Class A Common Stock Options Exercise $0 +4.24K +3.86% $0.00 114K Feb 28, 2025 Direct
transaction BAND Class A Common Stock Options Exercise $0 +7.73K +6.78% $0.00 122K Feb 28, 2025 Direct
transaction BAND Class A Common Stock Options Exercise $0 +34.3K +28.21% $0.00 156K Feb 28, 2025 Direct F1
transaction BAND Class A Common Stock Sale -$214K -13.7K -8.75% $15.70 142K Mar 3, 2025 Direct F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BAND Restricted Stock Units Options Exercise $0 -4.24K -25% $0.00 12.7K Feb 28, 2025 Class A Common Stock 4.24K Direct F4, F5
transaction BAND Restricted Stock Units Options Exercise $0 -7.73K -12.5% $0.00 54.1K Feb 28, 2025 Class A Common Stock 7.73K Direct F4, F6
* 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 On February 28, 2025, the Reporting Person was granted 34,345 Restricted Stock Units, all of which vested immediately.
F2 Reflects shares sold to cover taxes upon the vesting of Restricted Stock Units on February 28, 2025, 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 Bandwidth Inc. (the "Company") equity compensation programs.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.06 to $16.04. 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.
F4 Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.
F5 On November 28, 2022, the Reporting Person was granted 50,834 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, 2024.
F6 On November 28, 2023, the Reporting Person was granted 92,725 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.