BAND insider files to sell 6,000 shares after restricted stock vesting

Rhea-AI Filing Summary

Bandwidth Inc. (BAND) Form 144 filing: An insider plans to sell up to 6,000 shares of common stock, with an aggregate market value of $88,500, on or about 08/29/2025 through Morgan Stanley Smith Barney LLC on NASDAQ. The filing shows those shares were acquired on 08/28/2025 via restricted stock vesting under a registered plan and that 11,964 shares were received in that vesting event. The filer also reported a prior sale of 4,999 shares on 05/29/2025 for gross proceeds of $72,357.03. The notice includes the standard insider representation that no undisclosed material adverse information is known.

Positive

• Clear disclosure of broker, sale date, quantity, and aggregate market value
• Acquisition origin stated (restricted stock vesting) with acquisition and payment dates
• Prior sale reported (4,999 shares for $72,357.03), increasing transparency

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider sale notice for a small number of shares, not materially dilutive.

The Form 144 documents a proposed sale of 6,000 shares (~0.021% of 28,183,017 outstanding) executed through a broker on NASDAQ, resulting from restricted stock vesting the prior day. The size of the sale relative to outstanding shares is immaterial to capitalization and unlikely to affect market valuation. Disclosure of the prior 4,999-share sale and the vesting date improves transparency for investors assessing insider liquidity.

Compliance/Risk Analyst

TL;DR: Filing meets Rule 144 disclosure requirements; includes vesting origin and prior sale detail.

The notice specifies acquisition method (restricted stock vesting), acquisition and payment dates, broker details, and prior transactions, aligning with Rule 144 reporting expectations. The included attestation about lack of undisclosed material adverse information is standard. No indications of Rule 10b5-1 reliance or other atypical compliance issues are present in the document.

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

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

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

Relationship to Issuer

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	6000	88500.00	28183017	08/29/2025	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	08/28/2025	Restricted stock vesting under a registered plan	Issuer			11964	08/28/2025	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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
David A. Morken c/o Bandwidth Inc. 2230 Bandmate Way Raleigh NC 27607	Common	05/29/2025	4999	72357.03

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Bandwidth Inc.'s Form 144 filed for BAND disclose?

It discloses a proposed sale of 6,000 common shares valued at $88,500, to occur on or about 08/29/2025 through Morgan Stanley Smith Barney LLC.

How were the shares being sold by the insider acquired?

The shares were acquired on 08/28/2025 through restricted stock vesting under a registered plan.

Did the filer sell Bandwidth shares recently before this Form 144?

Yes. The filing reports a prior sale of 4,999 shares on 05/29/2025 for gross proceeds of $72,357.03.

Through which broker will the 6,000 BAND shares be sold?

The sale is scheduled through Morgan Stanley Smith Barney LLC, executed on NASDAQ.

Does the Form 144 state any reliance on a 10b5-1 plan?

No date of plan adoption or instruction under Rule 10b5-1 is provided in the filing.