Were Ross Kade’s Bandwidth (BAND) share sales under a Rule 10b5-1 plan?

Yes. The Form 4 states the reported Bandwidth share sales were made under a Rule 10b5-1 trading plan. That plan was adopted by Ross Kade on November 24, 2025, indicating the transactions were pre-arranged rather than discretionary trades timed after new information.

Bandwidth (BAND) CIO Ross Kade sells 4,000 shares in Rule 10b5-1 trades

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Bandwidth Inc. Chief Information Officer Ross Kade reported open-market sales of a total of 4,000 shares of Class A Common Stock on June 2, 2026. The trades were executed in multiple blocks at weighted average prices around mid‑$60s to low‑$70s per share, with detailed price ranges from $68.20 to $72.58 disclosed in the footnotes. The filing notes these sales were made under a pre-arranged Rule 10b5-1 trading plan adopted on November 24, 2025. After these transactions, one reported line in the filing shows Kade holding 45,772 shares of Bandwidth stock directly.

Insider Trade Summary 10b5-1

Net Seller: 4,000 shares ($277,561)

Net Sell 5 txns

Insider Ross Kade

Role Chief Information Officer

Sold 4,000 shs ($278K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	2,224	$68.6404	$153K
Sale	Class A Common Stock	860	$69.6956	$60K
Sale	Class A Common Stock	692	$70.6275	$49K
Sale	Class A Common Stock	176	$71.6541	$13K
Sale	Class A Common Stock	48	$72.5333	$3K

Holdings After Transaction: Class A Common Stock — 45,772 shares (Direct, null)

Footnotes (1)

Reflects shares sold pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on November 24, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.20 to $69.15. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.22 to $70.21. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.24 to $71.02. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.275 to $72.05. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.44 to $72.58. 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.

Key Figures

Shares sold: 4,000 shares Highest reported weighted average sale price: $72.5333 per share Lowest disclosed trade price range: $68.20–$69.15 +2 more

5 metrics

Shares sold 4,000 shares Total Class A Common Stock sold on June 2, 2026

Highest reported weighted average sale price $72.5333 per share Weighted average for one sale block on June 2, 2026

Lowest disclosed trade price range $68.20–$69.15 Footnote F2 price band for part of the sales

Highest disclosed trade price range $72.44–$72.58 Footnote F6 price band for part of the sales

Reported post-transaction holding 45,772 shares Directly owned Class A shares after one reported sale line

Key Terms

Rule 10b5-1 plan, weighted average price, open-market sale, Class A Common Stock

4 terms

Rule 10b5-1 plan regulatory

"Reflects shares sold pursuant to a Rule 10b5-1 plan adopted by the Reporting Person"

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

open-market sale financial

"transaction_action: open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Class A Common Stock financial

"security_title: Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 04:10 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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^*

Ross Kade

(Last)

(First)

(Middle)

C/O BANDWIDTH INC.

2230 BANDMATE WAY

(Street)

RALEIGH

NORTH CAROLINA

27607

(City)

(State)

(Zip)

UNITED STATES

(Country)

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 Information Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/02/2026		S⁽¹⁾		2,224	D	$68.6404⁽²⁾	45,772	D
Class A Common Stock	06/02/2026		S⁽¹⁾		860	D	$69.6956⁽³⁾	44,912	D
Class A Common Stock	06/02/2026		S⁽¹⁾		692	D	$70.6275⁽⁴⁾	44,220	D
Class A Common Stock	06/02/2026		S⁽¹⁾		176	D	$71.6541⁽⁵⁾	44,044	D
Class A Common Stock	06/02/2026		S⁽¹⁾		48	D	$72.5333⁽⁶⁾	43,996	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects shares sold pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on November 24, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.20 to $69.15. 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.22 to $70.21. 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 $70.24 to $71.02. 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.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.275 to $72.05. 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.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.44 to $72.58. 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 Kade Ross	06/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Bandwidth (BAND) executive Ross Kade report in this Form 4?

Ross Kade, Bandwidth’s Chief Information Officer, reported selling 4,000 shares of Class A Common Stock in open-market transactions. These trades occurred on June 2, 2026, and were executed in multiple price ranges as detailed in the filing’s transaction table and footnotes.

How many Bandwidth (BAND) shares did Ross Kade sell and at what prices?

Ross Kade sold a total of 4,000 Bandwidth Class A Common Stock shares. Weighted average prices per block ranged roughly from the high $60s to low $70s, with disclosed transaction price ranges between $68.20 and $72.58, according to the Form 4 footnotes.

What type of transactions did the Bandwidth (BAND) Form 4 disclose?

The Form 4 discloses open-market sales of Bandwidth Class A Common Stock. Each transaction is coded “S” for sale and described as a sale in open market or private transactions, with share counts and weighted average prices provided for each separate block.

How many Bandwidth (BAND) shares does Ross Kade hold after these sales?

One of the transaction lines in the Form 4 shows Ross Kade holding 45,772 shares of Bandwidth Class A Common Stock following a reported sale. This figure reflects direct ownership after that specific transaction, as disclosed in the filing’s post-transaction ownership column.

What price details does the Bandwidth (BAND) Form 4 provide for the sales?

The Form 4 reports weighted average prices for each sale block and explains that actual trades occurred in ranges. Footnotes disclose detailed price bands, including ranges like $68.20–$69.15 and up to $72.44–$72.58, with full breakdowns available on request.