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Bandwidth Inc. — Director's Dealing 2025
Dec 2, 2025
32780_dirs_2025-12-02_26d24fe0-221c-4221-8516-5e80b1471558.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Bandwidth Inc. (BAND)
CIK: 0001514416
Period of Report: 2025-11-28
Reporting Person: Morken David A. (Director, Chairman & CEO)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2025-11-28 | Class A Common Stock | M | 4236 | — | Acquired | 17940 | Direct |
| 2025-11-28 | Class A Common Stock | M | 7727 | — | Acquired | 25667 | Direct |
| 2025-11-28 | Class A Common Stock | M | 16411 | — | Acquired | 42078 | Direct |
| 2025-12-01 | Class A Common Stock | S | 12584 | $14.0626 | Disposed | 29494 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2025-11-28 | Restricted Stock Units | $ | M | 4236 | Disposed | Class A Common Stock (4236) | Direct | |
| 2025-11-28 | Restricted Stock Units | $ | M | 7727 | Disposed | Class A Common Stock (7727) | Direct | |
| 2025-11-28 | Restricted Stock Units | $ | M | 16411 | Disposed | Class A Common Stock (16411) | Direct | |
| 2025-11-28 | Restricted Stock Units | $ | A | 493867 | Acquired | Class A Common Stock (493867) | Direct |
Footnotes
F1: Reflects shares sold to cover taxes upon the vesting of Restricted Stock Units on November 28, 2025, 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 $13.93 to $14.29. 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 vested in eight equal quarterly installments beginning on February 28, 2024.
F5: On November 28, 2023, the Reporting Person was granted 92,725 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, 2025.
F6: On November 28, 2024, the Reporting Person was granted 49,234 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, 2026.
F7: On November 28, 2025, the Reporting Person was granted 493,867 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, 2027.