Bandwidth Inc. (BAND) insider RSU vest, tax share sale update

Rhea-AI Filing Summary

Bandwidth Inc. officer Devin M. Krupka reported routine equity transactions. On January 3, 2026, 352 shares of Class A Common Stock were acquired at $0 upon vesting of Restricted Stock Units, increasing his direct holdings to 26,780 shares. On the same date, 119 shares were disposed of at $14.22, likely to cover taxes, leaving 26,661 Class A shares directly owned.

The derivative table shows 352 Restricted Stock Units converted into an equal number of common shares at no cost, reducing the remaining units from this grant to zero. Footnotes explain that each unit equals one share and that 1,407 units were originally granted on January 3, 2022, vesting in four equal annual installments beginning January 3, 2023.

Insider Trade Summary

352 shares exercised/converted

Mixed 3 txns

Insider Krupka Devin M

Role Controller, PAO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	352	$0.00	--
Exercise	Class A Common Stock	352	$0.00	--
Tax Withholding	Class A Common Stock	119	$14.22	$2K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Class A Common Stock — 26,780 shares (Direct)

Footnotes (1)

1. Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock. On January 3, 2022, the Reporting Person was granted 1,407 Restricted Stock Units, which vested in four equal annual installments beginning on January 3, 2023.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Krupka Devin M

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Controller, PAO

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		352	A	$0	26,780	D
Class A Common Stock	01/03/2026		F		119	D	$14.22	26,661	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			352	(2)	(2)	Class A Common Stock	352	$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 1,407 Restricted Stock Units, which vested in four equal annual installments beginning on January 3, 2023.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Devin M. Krupka	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Bandwidth Inc. (BAND) report for Devin M. Krupka?

The filing shows that on January 3, 2026, officer Devin M. Krupka acquired 352 shares of Bandwidth Inc. Class A Common Stock through the vesting of Restricted Stock Units and disposed of 119 shares of Class A Common Stock.

How many Bandwidth Inc. (BAND) shares does Devin M. Krupka own after this Form 4?

After the reported transactions, Devin M. Krupka directly owns 26,661 shares of Bandwidth Inc. Class A Common Stock.

What do the Restricted Stock Unit transactions mean in the Bandwidth (BAND) Form 4?

The Form 4 states that each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock. On January 3, 2026, 352 units were converted into 352 shares at an exercise price of $0, and no units from this specific grant remained afterward.

What is the origin of the Restricted Stock Units reported for Bandwidth Inc. (BAND)?

The footnotes explain that on January 3, 2022, Devin M. Krupka was granted 1,407 Restricted Stock Units, which vest in four equal annual installments beginning on January 3, 2023. The 352 units exercised on January 3, 2026 are one installment from that grant.

Why were some Bandwidth Inc. (BAND) shares disposed of in this Form 4?

The filing shows a transaction coded F in which 119 shares of Class A Common Stock were disposed of at $14.22 per share on January 3, 2026. Code F typically indicates shares withheld or sold to satisfy tax withholding obligations in connection with an equity award vesting.

What is Devin M. Krupka’s role at Bandwidth Inc. (BAND)?

The Form 4 identifies Devin M. Krupka as an officer of Bandwidth Inc. with the title Controller, PAO, and notes that the filing is made by one reporting person on a direct ownership basis.