Bandwidth Inc. — Director's Dealing 2024

Jan 5, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bandwidth Inc. (BAND)
CIK: 0001514416
Period of Report: 2024-01-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-01-02	Class A Common Stock	M	2102	—	Acquired	47169	Direct
2024-01-02	Class A Common Stock	M	4632	—	Acquired	51801	Direct
2024-01-02	Class A Common Stock	M	1021	—	Acquired	52822	Direct
2024-01-02	Class A Common Stock	M	2535	—	Acquired	55357	Direct
2024-01-03	Class A Common Stock	M	2916	—	Acquired	58273	Direct
2024-01-03	Class A Common Stock	M	5487	—	Acquired	63760	Direct
2024-01-03	Class A Common Stock	S	3790	$13.6277	Disposed	59970	Direct
2024-01-04	Class A Common Stock	S	2580	$13.5202	Disposed	57390	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-01-02	Restricted Stock Units	$	M	2102	Disposed		Class A Common Stock (2102)	Direct
2024-01-02	Restricted Stock Units	$	M	4632	Disposed		Class A Common Stock (4632)	Direct
2024-01-02	Restricted Stock Units	$	M	1021	Disposed		Class A Common Stock (1021)	Direct
2024-01-02	Restricted Stock Units	$	M	2535	Disposed		Class A Common Stock (2535)	Direct
2024-01-03	Restricted Stock Units	$	M	2916	Disposed		Class A Common Stock (2916)	Direct
2024-01-03	Restricted Stock Units	$	M	5487	Disposed		Class A Common Stock (5487)	Direct

Footnotes

F1: Reflects shares sold to cover taxes upon the vesting of Restricted Stock Units on January 2 and 3, 2024, 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 $13.61 to $13.64. 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 (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.43 to $13.59. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.

F5: On January 2, 2020, the Reporting Person was granted 12,613 Restricted Stock Units, half of which vested in four equal quarterly installments beginning on March 31, 2020, and the remainder vested in three equal annual installments beginning on January 2, 2022.

F6: On January 2, 2020, the Reporting Person was granted 18,530 Restricted Stock Units, which vested in four equal annual installments beginning on January 2, 2021.

F7: On January 2, 2021, the Reporting Person was granted 6,126 Restricted Stock Units, half of which vested in four equal quarterly installments beginning on March 31, 2021, and the remainder vest in three equal annual installments beginning on January 2, 2023.

F8: On January 2, 2021, the Reporting Person was granted 10,143 Restricted Stock Units, which vest in four equal annual installments beginning on January 2, 2022.

F9: On January 3, 2022, the Reporting Person was granted 17,502 Restricted Stock Units, half of which vested in four equal quarterly installments beginning on March 31, 2022, and the remainder vest in three equal annual installments beginning on January 3, 2024.

F10: On January 3, 2022, the Reporting Person was granted 21,945 Restricted Stock Units, which vest in four equal annual installments beginning on January 3, 2023.