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: Raiford Daryl (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-11-28	Class A Common Stock	M	12567	—	Acquired	34253	Direct
2023-11-29	Class A Common Stock	S	3094	$11.3182	Disposed	31159	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-11-28	Restricted Stock Units	$	M	12567	Disposed		Class A Common Stock (12567)	Direct
2023-11-28	Restricted Stock Units	$	A	68767	Acquired		Class A Common Stock (68767)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1625	Indirect

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 $11.26 to $11.40. The reporting person undertakes to provide Bandwidth Inc. (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 37,700 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.

F5: On November 28, 2023, the Reporting Person was granted 68,767 Restricted Stock Units, one third of which vest on the first anniversary of the date of grant and the remaining shares vest in eight equal quarterly installments beginning on February 28, 2025.