SEC Form 4 · accession 0002029692-26-000031
Bandwidth Inc. · BAND
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Devesh Agarwal
Officer — Chief Operating Officer
Period of report
Aug 28, 2026
Accepted (ET)
Sep 1, 2026 · 4:19 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001514416
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Aug 28, 2026 | M | 3,927 | $0.00 | A | 76,703 | D | |
| Class A Common Stock | Aug 28, 2026 | M | 2,086 | $0.00 | A | 78,789 | D | |
| Class A Common Stock | Aug 28, 2026 | M | 5,218 | $0.00 | A | 84,007 | D | |
| Class A Common StockF1 | Aug 31, 2026 | S | 2,849 | $48.8226 | D | 81,158 | D | |
| Class A Common StockF2 | Aug 31, 2026 | S | 2,020 | $49.6021 | D | 79,138 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | Aug 28, 2026 | M | 3,927 | D | — | — | Class A Common Stock | 3,927 | 3,927 | D |
| Restricted Stock UnitsF3,F5 | — | Aug 28, 2026 | M | 2,086 | D | — | — | Class A Common Stock | 2,086 | 10,426 | D |
| Restricted Stock UnitsF3,F6 | — | Aug 28, 2026 | M | 5,218 | D | — | — | Class A Common Stock | 5,218 | 31,309 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.29 to $49.28. 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.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.33 to $49.6351. 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.
- F3Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.
- F4On November 28, 2023, the Reporting Person was granted 47,127 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.
- F5On November 28, 2024, the Reporting Person was granted 25,023 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, 2026.
- F6On February 28, 2025, the Reporting Person was granted 62,617 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 May 28, 2026.