Was Devin M. Krupka’s Bandwidth (BAND) share sale made under a Rule 10b5-1 plan?

Yes. The Form 4 states the 14,413 shares sold on June 12, 2026 were transacted pursuant to a Rule 10b5-1 trading plan adopted by Devin M. Krupka on March 13, 2026, indicating the sales were pre-arranged.

Bandwidth (BAND) controller sells 14,413 shares in Rule 10b5-1 trades

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Bandwidth Inc. reported that Controller and Principal Accounting Officer Devin M. Krupka sold a total of 14,413 shares of Class A common stock in open-market transactions on June 12, 2026. These sales were made pursuant to a pre-established Rule 10b5-1 trading plan adopted on March 13, 2026.

The reported weighted average sale prices ranged from about $63.56 to $66.81 per share across multiple trade price bands. Following these transactions, Krupka continues to hold Bandwidth shares directly.

Insider Trade Summary 10b5-1

Net Seller: 14,413 shares ($943,261)

Net Sell 4 txns

Insider Krupka Devin M

Role Controller, PAO

Sold 14,413 shs ($943K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	1,800	$64.0093	$115K
Sale	Class A Common Stock	7,263	$65.2248	$474K
Sale	Class A Common Stock	4,894	$66.1802	$324K
Sale	Class A Common Stock	456	$66.7332	$30K

Holdings After Transaction: Class A Common Stock — 24,571 shares (Direct, null)

Footnotes (1)

Reflects shares sold pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on March 13, 2026. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.56 to $64.545. 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 $64.64 to $65.63. 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 $65.65 to $66.625. 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 $66.69 to $66.81. 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: 14,413 shares Tranche 1 weighted avg price: $64.0093 per share Tranche 2 weighted avg price: $65.2248 per share +2 more

5 metrics

Shares sold 14,413 shares Total Class A common stock sold on June 12, 2026

Tranche 1 weighted avg price $64.0093 per share 1,800 shares sold; trades ranged from $63.56 to $64.545

Tranche 2 weighted avg price $65.2248 per share 7,263 shares sold; trades ranged from $64.64 to $65.63

Tranche 3 weighted avg price $66.1802 per share 4,894 shares sold; trades ranged from $65.65 to $66.625

Tranche 4 weighted avg price $66.7332 per share 456 shares sold; trades ranged from $66.69 to $66.81

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 on March 13, 2026."

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 →

06/15/2026 - 04:11 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^*

Krupka Devin M

(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)
	Controller, PAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026

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	06/12/2026		S⁽¹⁾		1,800	D	$64.0093⁽²⁾	24,571	D
Class A Common Stock	06/12/2026		S⁽¹⁾		7,263	D	$65.2248⁽³⁾	17,308	D
Class A Common Stock	06/12/2026		S⁽¹⁾		4,894	D	$66.1802⁽⁴⁾	12,414	D
Class A Common Stock	06/12/2026		S⁽¹⁾		456	D	$66.7332⁽⁵⁾	11,958	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 March 13, 2026.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.56 to $64.545. 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 $64.64 to $65.63. 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 $65.65 to $66.625. 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 $66.69 to $66.81. 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 Devin M. Krupka	06/15/2026
	** 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 insider transaction did Bandwidth (BAND) report for Devin M. Krupka?

Bandwidth reported that Controller and PAO Devin M. Krupka sold 14,413 shares of Class A common stock in open-market transactions on June 12, 2026, under a pre-set Rule 10b5-1 trading plan.

How many Bandwidth (BAND) shares did Devin M. Krupka sell and when?

Devin M. Krupka sold a total of 14,413 Bandwidth Class A common shares on June 12, 2026. The Form 4 breaks this into several open-market sale transactions executed on the same date.

At what prices were Devin M. Krupka’s Bandwidth (BAND) shares sold?

The reported weighted average sale prices ranged from $63.56 to $66.81 per share. Individual trades occurred in multiple bands, including $63.56–$64.545, $64.64–$65.63, $65.65–$66.625, and $66.69–$66.81, according to Form 4 footnotes.

Does Devin M. Krupka still hold Bandwidth (BAND) shares after these sales?

Yes. The Form 4 shows that Devin M. Krupka continues to hold Bandwidth Class A common stock directly after the June 12, 2026 transactions, although it does not aggregate a single post-transaction share figure in the summary data.

What role does Devin M. Krupka hold at Bandwidth (BAND)?

Devin M. Krupka is identified as Bandwidth’s Controller and Principal Accounting Officer. The Form 4 notes he is an officer of the company and not a director or ten percent owner in this context.