Bandwidth CFO Disposes 8,861 BAND Shares to Cover RSU Taxes

Rhea-AI Filing Summary

Bandwidth Inc. (BAND) Chief Financial Officer Daryl Raiford reported sales of Class A common stock on September 2-4, 2025 totaling 8,861 shares. The transactions were executed under a Rule 10b5-1 instruction and included sales at weighted-average prices of $14.9592, $15.2315 and $15.4621, reflecting reported price ranges between $14.72 and $15.65. One sale on September 3, 2025 specifically reflects shares sold to cover tax withholding for Restricted Stock Units that vested August 30, 2025. Following these transactions the reporting person beneficially owned 128,538 Class A shares directly and 1,625 shares indirectly through an IRA.

Positive

• Sales executed under a Rule 10b5-1 plan, indicating pre-planned transactions rather than opportunistic timing
• Disclosure includes weighted-average prices and price ranges, with an undertaking to provide detailed execution data on request
• Reporting person retains a substantial direct equity stake (128,538 Class A shares) after the transactions

Negative

• Insider sold 8,861 shares, which reduces the reporting person's direct holdings
• Form 4 does not provide context on total company shares outstanding, limiting assessment of materiality

Insights

Financial Analyst

TL;DR: Routine insider share sales under a 10b5-1 plan to cover tax obligations; modest in scale relative to total reported holdings.

The reported disposition of 8,861 Class A shares across three days appears to be executed under a pre-established Rule 10b5-1 plan, which typically signals scheduled tax-related or diversification sales rather than opportunistic trading. One tranche is explicitly noted as covering tax withholding for RSU vesting on August 30, 2025. The post-transaction direct ownership of 128,538 shares suggests the CFO retains a substantial equity position. From an analyst perspective, these transactions are informational but not material by themselves absent additional context on total outstanding shares or executive ownership thresholds.

Corporate Governance Expert

TL;DR: Documentation aligns with disclosure best practices; use of 10b5-1 and attorney-in-fact signature are appropriate governance steps.

The Form 4 discloses the relationship (CFO), the use of a Rule 10b5-1 instruction adopted March 3, 2023 for tax-related sales, and provides weighted-average prices with footnoted price ranges and an undertaking to supply detailed execution data on request. The filing is signed by an attorney-in-fact, consistent with delegated filing authority. These elements are consistent with transparent insider reporting and recordkeeping expectations under Section 16.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Raiford Daryl

(Last) (First) (Middle)

C/O BANDWIDTH INC.

2230 BANDMATE WAY

(Street)

RALEIGH NC 27607

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bandwidth Inc. [ BAND ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/02/2025		S		2,150	D	$14.9592(1)	135,249	D
Class A Common Stock	09/03/2025		S(2)		4,117	D	$15.2315(3)	131,132	D
Class A Common Stock	09/04/2025		S		2,594	D	$15.4621(4)	128,538	D
Class A Common Stock								1,625	I	By IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.72 to $15.28. The Reporting Person undertakes to provide Bandwidth Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. Reflects shares sold to cover taxes upon the vesting of Restricted Stock Units on August 30, 2025, pursuant to a Rule 10b5-1 instruction letter adopted by the Reporting Person on March 3, 2023 related solely to tax obligations associated with awards received in connection with the Company's equity compensation programs.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.13 to $15.32. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.17 to $15.65. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Daryl E. Raiford	09/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What shares did BAND CFO Daryl Raiford sell on Form 4?

The filing reports sales of 8,861 Class A common shares on September 2-4, 2025 executed in multiple transactions.

Were the sales by BAND's CFO part of a 10b5-1 plan?

Yes. The Form 4 indicates the transactions were made pursuant to a Rule 10b5-1 instruction adopted March 3, 2023.

Why were some shares sold on September 3, 2025?

The filing states those shares were sold to cover taxes upon the vesting of Restricted Stock Units on August 30, 2025.

What prices were reported for the sales?

Weighted-average prices reported were $14.9592, $15.2315, and $15.4621, with transaction ranges from $14.72 to $15.65 depending on the tranche.

How many shares does the reporting person own after these transactions?

After the reported sales the filing shows 128,538 Class A shares directly and 1,625 shares indirectly via an IRA.