SEC Form 3 · accession 0002154269-26-000002
Bandwidth Inc. · BAND
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Emily C. Harlan
Officer — General Counsel
Period of report
Sep 1, 2026
Accepted (ET)
Sep 10, 2026 · 4:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
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 | holding | — | — | — | 17,552 | 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 UnitsF2,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 930 | — | D |
| Restricted Stock UnitsF2,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 1,952 | — | D |
| Restricted Stock UnitsF2,F4 | — | holding | — | — | — | — | — | Class A Common Stock | 4,859 | — | D |
| Restricted Stock UnitsF2,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 23,520 | — | D |
Explanation of responses
- F1On November 28, 2023, the Reporting Person was granted 11,166 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.
- F2Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock.
- F3On August 28, 2024, the Reporting Person was granted 5,857 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 November 28, 2025.
- F4On November 28, 2024, the Reporting Person was granted 11,661 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.
- F5On November 28, 2025, the Reporting Person was granted 23,520 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.
Remarks
Exhibit 24 Power of Attorney.