Devesh Agarwal - 28 Feb 2025 Form 4 Insider Report for Bandwidth Inc. (BAND)

Role
Chief Operating Officer
Signature
/s/ Leah Webb, Attorney-in-Fact for Devesh Agarwal
Issuer symbol
BAND
Transactions as of
28 Feb 2025
Net transactions value
-$102,622
Form type
4
Filing time
04 Mar 2025, 19:38:48 UTC
Previous filing
02 Dec 2024
Next filing
30 May 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 +2,153 +5.5% $0.000000 40,992 28 Feb 2025 Direct
transaction BAND Class A Common Stock Options Exercise $0 +3,927 +9.6% $0.000000 44,919 28 Feb 2025 Direct
transaction BAND Class A Common Stock Options Exercise $0 +15,032 +33% $0.000000 59,951 28 Feb 2025 Direct F1
transaction BAND Class A Common Stock Sale $102,622 -6,538 -11% $15.70 53,413 03 Mar 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 -2,153 -25% $0.000000 6,459 28 Feb 2025 Class A Common Stock 2,153 Direct F4, F5
transaction BAND Restricted Stock Units Options Exercise $0 -3,927 -12% $0.000000 27,491 28 Feb 2025 Class A Common Stock 3,927 Direct F4, F6
transaction BAND Restricted Stock Units Award $0 +62,617 $0.000000 62,617 28 Feb 2025 Class A Common Stock 62,617 Direct F4, F7
* 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 15,032 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 plan 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 25,837 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 47,127 Restricted Stock Units, one third of which vested on the first anniversary of the date of grant and the remaining shares will vest in eight equal quarterly installments beginning on February 28, 2025.
F7 On February 28, 2025, the Reporting Person was granted 62,617 Restricted Stock Units, one third of which will vest on the first anniversary of the date of grant and the remaining shares will vest in eight equal quarterly installments beginning on May 28, 2026.