Bandwidth (NASDAQ: BAND) insider preps Rule 10b5-1 sale

Rhea-AI Filing Summary

Bandwidth Inc. (BAND) insider Lukas M. Roush filed a notice of proposed sale of company common stock under Rule 144. The filing covers 3,000 shares of common stock, represented by RSUs that vested on November 28, 2024, which may be sold within the next three months pursuant to a Rule10b5-1 trading plan adopted on May 28, 2026. Morgan Stanley Smith Barney LLC Executive Financial Services is listed as the broker, and the shares are listed on NASDAQ.

Key Figures

Shares covered: 3,000 shares of common stock Aggregate market value: $139,050.00 Date of notice: 08/27/2026 +3 more

6 metrics

Shares covered 3,000 shares of common stock Securities to be sold under Rule 144

Aggregate market value $139,050.00 Value listed for the 3,000 shares of Bandwidth Inc. common stock

Date of notice 08/27/2026 Filing date of the Form 144 notice

RSU vesting date 11/28/2024 Date the RSUs underlying the 3,000 shares vested

Rule10b5-1 plan adoption date 05/28/2026 Date the reporting person adopted the Rule10b5-1 plan referenced

Potential sale window end Within three months after 08/27/2026 Stated period during which the 3,000 shares may be sold

Key Terms

Rule 144, restricted stock, Rule10b5-1 plan, registered plan

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

restricted stock financial

"Restricted stock vesting under a registered plan"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Rule10b5-1 plan regulatory

"may be sold within the next three months pursuant to the Rule10b5-1 plan"

registered plan financial

"Restricted stock vesting under a registered plan"

A registered plan is a savings or investment account that a government recognizes for special tax treatment and rules, such as limits on how much you can put in and conditions for withdrawals. For investors it matters because those rules change how much of your gains are taxed, how quickly your money can be accessed and what strategies make sense — like a labeled jar that gives tax breaks but comes with rules about when and how you can take the money out.

FAQ

What does the Form 144 filing by Lukas M. Roush mean for Bandwidth Inc. (BAND)?

The Form 144 indicates that Lukas M. Roush plans a potential sale of 3,000 shares of Bandwidth Inc. common stock under Rule 144. These shares are from RSUs that vested on November 28, 2024 and may be sold within the next three months under a Rule10b5-1 plan.

How many Bandwidth Inc. (BAND) shares are covered by this Form 144?

The notice covers 3,000 shares of Bandwidth Inc. common stock. These shares relate to restricted stock units that vested on November 28, 2024 and are eligible to be sold within the next three months, subject to the terms of the Rule10b5-1 trading plan.

What is the approximate value of the Bandwidth Inc. (BAND) shares in this Form 144?

The filing lists an aggregate market value of approximately $139,050.00 for the 3,000 shares of Bandwidth Inc. common stock covered. This figure reflects the market value stated in the notice at the time of filing.

When did the RSUs for these Bandwidth Inc. (BAND) shares vest?

The filing states that the RSUs underlying the 3,000 Bandwidth Inc. shares vested on November 28, 2024. These vested RSUs are the source of the shares that may be sold under Rule 144.

Is the planned Bandwidth Inc. (BAND) sale under a Rule10b5-1 plan?

Yes. The shares covered by this filing may be sold pursuant to a Rule10b5-1 plan adopted by Lukas M. Roush on May 28, 2026, according to the remarks section of the notice.

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Available on EDGAR 08/27/2026 - 06:59 PM Accepted by SEC EDGAR 08/27/2026 - 06:59 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001758209
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Bandwidth Inc.
SEC File Number	001-38285
Address of Issuer	2230 BANDMATE WAY RALEIGH NORTH CAROLINA 27607
Phone	800-808-5150
Name of Person for Whose Account the Securities are To Be Sold	Roush Lukas M.
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Director

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	3000	139050.00	30222760	08/27/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	11/28/2024	Restricted stock vesting under a registered plan	Issuer			3000	11/28/2024	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks	The shares covered by this filing are RSUs that vested 11/28/2024. The shares covered by this filing may be sold within the next three months pursuant to the Rule10b5-1 plan adopted by the Reporting Person on May 28, 2026.
Date of Notice	08/27/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	05/28/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Lukas M. Roush
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)