Bandwidth Inc. — Director's Dealing 2024

May 30, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bandwidth Inc. (BAND)
CIK: 0001514416
Period of Report: 2024-05-28

Reporting Person: Morken David A. (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-05-28	Class A Common Stock	M	4236	—	Acquired	80154	Direct
2024-05-29	Class A Common Stock	S	1290	$20.4042	Disposed	78864	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-05-28	Restricted Stock Units	$	M	4236	Disposed		Class A Common Stock (4236)	Direct

Footnotes

F1: Reflects shares sold to cover taxes upon the vesting of Restricted Stock Units on May 28, 2024, 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 $20.31 to $20.53. 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 vest in eight equal quarterly installments beginning on February 28, 2024.