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Bandwidth Inc. Director's Dealing 2025

Jan 7, 2025

32780_dirs_2025-01-06_60960296-25a3-4e38-aa2e-1f2de24ccf5e.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: 2025-01-02

Reporting Person: Bottorff Rebecca (Director, Chief People Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-01-02 Class A Common Stock M 515 Acquired 48293 Direct
2025-01-03 Class A Common Stock M 1556 Acquired 49849 Direct
2025-01-03 Class A Common Stock S 177 $16.9682 Disposed 49672 Direct
2025-01-06 Class A Common Stock S 532 $17.3913 Disposed 49140 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-01-02 Restricted Stock Units $ M 515 Disposed Class A Common Stock (515) Direct
2025-01-03 Restricted Stock Units $ M 1556 Disposed Class A Common Stock (1556) Direct

Footnotes

F1: Reflects shares sold to cover taxes upon the vesting of Restricted Stock Units on January 2 and 3, 2025, pursuant to a Rule 10b5-1 instruction letter adopted by the Reporting Person on March 7, 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 $16.96 to $17.03. 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.29 to $17.57. 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.

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, 2021, the Reporting Person was granted 3,090 Restricted Stock Units, half of which vested in four equal quarterly installments beginning on March 31, 2021, and the remainder vested in three equal annual installments beginning on January 2, 2023.

F6: On January 3, 2022, the Reporting Person was granted 9,334 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.