David A. Morken - 28 Nov 2025 Form 4 Insider Report for Bandwidth Inc. (BAND)

Role
Chairman & CEO, Director
Signature
/s/ Leah Webb, Attorney-in-Fact for David A. Morken
Issuer symbol
BAND
Transactions as of
28 Nov 2025
Net transactions value
-$176,964
Form type
4
Filing time
02 Dec 2025, 16:54:23 UTC
Previous filing
02 Sep 2025
Next filing
06 Jan 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Morken David A. Chairman & CEO, Director C/O BANDWIDTH INC., 2230 BANDMATE WAY, RALEIGH /s/ Leah Webb, Attorney-in-Fact for David A. Morken 02 Dec 2025 0001721962

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BAND Class A Common Stock Options Exercise $0 +4,236 +31% $0.000000 17,940 28 Nov 2025 Direct
transaction BAND Class A Common Stock Options Exercise $0 +7,727 +43% $0.000000 25,667 28 Nov 2025 Direct
transaction BAND Class A Common Stock Options Exercise $0 +16,411 +64% $0.000000 42,078 28 Nov 2025 Direct
transaction BAND Class A Common Stock Sale $176,964 -12,584 -30% $14.06 29,494 01 Dec 2025 Direct F1, F2

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 -4,236 -100% $0.000000 0 28 Nov 2025 Class A Common Stock 4,236 Direct F3, F4
transaction BAND Restricted Stock Units Options Exercise $0 -7,727 -20% $0.000000 30,908 28 Nov 2025 Class A Common Stock 7,727 Direct F3, F5
transaction BAND Restricted Stock Units Options Exercise $0 -16,411 -33% $0.000000 32,823 28 Nov 2025 Class A Common Stock 16,411 Direct F3, F6
transaction BAND Restricted Stock Units Award $0 +493,867 $0.000000 493,867 28 Nov 2025 Class A Common Stock 493,867 Direct F3, 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 Reflects shares sold to cover taxes upon the vesting of Restricted Stock Units on November 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.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.93 to $14.29. 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.
F3 Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.
F4 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 vested in eight equal quarterly installments beginning on February 28, 2024.
F5 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.
F6 On November 28, 2024, the Reporting Person was granted 49,234 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, 2026.
F7 On November 28, 2025, the Reporting Person was granted 493,867 Restricted Stock Units, one third of which vest on the first anniversary of the date of grant and the remaining shares will vest in eight equal quarterly installments beginning on February 28, 2027.