Bandwidth Inc. — Director's Dealing 2023

Dec 1, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bandwidth Inc. (BAND)
CIK: 0001514416
Period of Report: 2023-11-28

Reporting Person: Asbill Richard Brandon (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-11-28	Class A Common Stock	M	9141	—	Acquired	17912	Direct
2023-11-29	Class A Common Stock	S	2726	$11.3302	Disposed	15186	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-11-28	Restricted Stock Units	$	M	9141	Disposed		Class A Common Stock (9141)	Direct
2023-11-28	Restricted Stock Units	$	A	50023	Acquired		Class A Common Stock (50023)	Direct

Footnotes

F1: Reflects shares sold to cover taxes upon the vesting of Restricted Stock Units on November 28, 2023, pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on March 3, 2023.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.27 to $11.35. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, 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 27,424 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, 2024.

F5: On November 28, 2023, the Reporting Person was granted 50,023 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, 2025.