Morken David A. 4

What Happened
David A. Morken, Bandwidth’s Chairman & CEO, had restricted stock units (RSUs) convert into 11,830 shares on Feb 28, 2026 (two separate conversions of 7,727 and 4,103 shares). The RSUs converted at $0 exercise price (code M). To cover tax withholding (code F), 3,365 shares were surrendered/withheld at $14.82 per share, a withholding value of $49,869. Net shares delivered to Morken after withholding were 8,465.

Key Details

• Transaction date: February 28, 2026; Form filed March 2, 2026 (filed timely).
• Conversions: 7,727 and 4,103 RSUs converted to common shares (code M) at $0 per share.
• Tax withholding: 3,365 shares withheld (code F) at $14.82 = $49,869.
• Net shares received: 11,830 gross − 3,365 withheld = 8,465 net shares added.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnotes: F1 clarifies each RSU equals one share; F2 and F3 describe RSU grants and scheduled vesting (grants dated Nov 28, 2023 and Nov 28, 2024) that explain the scheduled conversion/vesting.

Context
This was a routine RSU vesting and tax-withholding event (a “sell-to-cover” style withholding), not an open-market purchase or discretionary sale. Code explanations: M = exercise/conversion of derivative (here, RSUs converting to shares); F = payment of exercise price or tax liability (shares withheld to satisfy taxes). Such withholding is common when equity awards vest and does not by itself signal insider buying or selling decisions.