Form 4: Bandwidth CPO Reports RSU Vesting, Tax Sale, New Grant

Bandwidth Inc.'s Chief People Officer and Director, Rebecca Bottorff, reported the vesting of Restricted Stock Units and subsequent sale of shares to cover tax obligations, alongside a significant new RSU grant.

Summary

• Rebecca Bottorff, Chief People Officer and Director of Bandwidth Inc., reported multiple stock transactions.
• On November 28, 2025, a total of 16,619 shares of Class A Common Stock were acquired through the vesting of various Restricted Stock Unit (RSU) grants.
• On December 1, 2025, 5,973 shares of Class A Common Stock were sold at a weighted average price of $14.0626 per share. This sale was executed under a Rule 10b5-1 plan adopted on March 7, 2023, specifically to cover tax obligations arising from RSU vesting.
• Following these transactions, Bottorff beneficially owns 53,352 shares of Class A Common Stock.
• Additionally, on November 28, 2025, Bottorff was granted 124,667 new Restricted Stock Units, bringing her total beneficial ownership of derivative securities (RSUs) to 163,117 units.
• The new RSU grant will vest one-third on the first anniversary of the grant date, with the remaining shares vesting in eight equal quarterly installments beginning February 28, 2027.

Sentiment

Score: 6

Explanation: The filing reports routine executive compensation activities, including RSU vesting and a tax-related stock sale, alongside a significant new RSU grant, indicating continued alignment of executive incentives with long-term company performance.

Positives

• A new grant of 124,667 Restricted Stock Units on November 28, 2025, indicates continued long-term incentive and alignment of executive interests with company performance.
• The vesting of multiple tranches of Restricted Stock Units demonstrates ongoing compensation for the executive, reflecting past performance and retention.

Negatives

• The sale of 5,973 shares, even if tax-related and pre-planned, reduces the direct equity ownership of the Chief People Officer in the company.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: The transactions represent standard executive compensation, which can align management's interests with shareholder value, though the tax-related sale results in a minor reduction in direct executive ownership.
• Employees: The report reflects the company's ongoing equity compensation programs for executives, which can influence broader employee compensation strategies and retention.

Next Steps

• Remaining shares from the 2022 RSU grant will vest in eight equal quarterly installments beginning February 28, 2024.
• Remaining shares from the August 2023 RSU grant will vest in eight quarterly installments beginning November 28, 2024.
• Remaining shares from the November 2023 RSU grant will vest in eight equal quarterly installments beginning February 28, 2025.
• Remaining shares from the 2024 RSU grant will vest in eight equal quarterly installments beginning February 28, 2026.
• Remaining shares from the 2025 RSU grant will vest in eight equal quarterly installments beginning February 28, 2027.

Key Dates

Recommendation

The filing details routine executive compensation activities, including the vesting of Restricted Stock Units and a subsequent sale of shares to cover tax obligations, as well as a new RSU grant. These transactions are standard for executive compensation and do not provide new fundamental information that would alter the investment thesis for Bandwidth Inc. The Rule 10b5-1 plan indicates pre-planned sales, further reducing any speculative impact.

Keywords

Bandwidth Inc., BAND, Form 4, Insider Trading, Stock Transactions, Restricted Stock Units, RSU Vesting, Executive Compensation, Rebecca Bottorff, Chief People Officer, Director, Rule 10b5-1