[Form 4] Bandwidth Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ross Kade, Chief Information Officer of Bandwidth Inc. (BAND), reported vesting of Restricted Stock Units and a related tax-withholding sale under a Rule 10b5-1 plan. On 08/28/2025 he received 1,859, 446 and 3,392 Class A shares from vested RSUs, and on 08/29/2025 he sold 1,634 shares to cover taxes at a weighted average price of $15.0851 per share (sale prices ranged from $14.87 to $15.1947). After these transactions the filing shows the Reporting Person beneficially owned 71,250 Class A shares. The sale was executed solely to satisfy tax obligations tied to equity awards under a 10b5-1 instruction adopted March 3, 2023.

Positive

• Use of a pre-established Rule 10b5-1 plan indicates the sale was executed under an affirmative defense framework.
• Detailed disclosure of vesting schedules, grant dates, and the weighted average sale price provides transparency.
• Sale limited to tax withholding rather than a broader divestiture, while the Reporting Person retains substantial holdings (71,250 shares).

Negative

• Reduction in beneficial ownership by 1,634 shares due to tax-withholding sale.
• No breakdown in the filing of the exact number of shares sold at each price within the stated range without further request, requiring follow-up for full granularity.

Insights

Financial Analyst

TL;DR: Insider sold a small portion of vested RSUs solely to cover taxes; retained material ownership.

The filing shows routine equity compensation mechanics: RSUs vested and a tax-withholding sale executed under an existing Rule 10b5-1 plan. The weighted average sale price of $15.0851 is disclosed with a price range. The transactions appear non-dispositive relative to total ownership, moving beneficial holdings to 71,250 Class A shares. For investors this is routine insider activity and does not indicate a change in company strategy or financial condition.

Corporate Governance Expert

TL;DR: Proper disclosure of RSU vesting and tax-sale under 10b5-1; process and signature present.

The report documents that the Reporting Person adopted a Rule 10b5-1 instruction on March 3, 2023 and that shares were sold pursuant to that instruction to satisfy tax obligations. Footnotes detail grant dates, vesting schedules, and the issuer’s RSU conversion (one RSU equals one share). The form is signed by an attorney-in-fact, meeting procedural signature requirements. This is a routine, compliant insider filing with clear explanations of vesting and withholding mechanics.

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).

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^*

Ross Kade

(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 Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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	08/28/2025		M		1,859	A	$0	69,046	D
Class A Common Stock	08/28/2025		M		446	A	$0	69,492	D
Class A Common Stock	08/28/2025		M		3,392	A	$0	72,884	D
Class A Common Stock	08/29/2025		S(1)		1,634	D	$15.0851(2)	71,250	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	08/28/2025		M			1,859	(4)	(4)	Class A Common Stock	1,859	$0	1,859	D
Restricted Stock Units	(3)	08/28/2025		M			446	(5)	(5)	Class A Common Stock	446	$0	1,784	D
Restricted Stock Units	(3)	08/28/2025		M			3,392	(6)	(6)	Class A Common Stock	3,392	$0	16,957	D

Explanation of Responses:

1. Reflects shares sold to cover taxes upon the vesting of Restricted Stock Units on August 28, 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 Bandwidth Inc. (the "Company") equity compensation programs.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.87 to $15.1947. 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.

3. Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.

4. On November 28, 2022, the Reporting Person was granted 22,311 Restricted Stock Units, one third of which vested on the first anniversary of the date of grant and the remaining shares vest in eight equal quarterly installments beginning on February 28, 2024.

5. On August 28, 2023, the Reporting Person was granted 5,353 Restricted Stock Units, one third of which vested on the first anniversary of the date of grant and the remaining shares vest in eight quarterly installments beginning on November 28, 2024.

6. On November 28, 2023, the Reporting Person was granted 40,697 Restricted Stock Units, one third of which vested on the first anniversary of the date of grant and the remaining shares vest in eight equal quarterly installments beginning on February 28, 2025.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Kade Ross	09/02/2025
	** 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.

FAQ

What did BAND insider Ross Kade report on Form 4?

He reported vesting of Restricted Stock Units and a related tax-withholding sale executed under a 10b5-1 instruction; the sale occurred on 08/29/2025.

How many shares were sold and at what price?

The filing shows 1,634 shares sold at a weighted average price of $15.0851, with sale prices ranging from $14.87 to $15.1947.

How many shares did Ross Kade beneficially own after the transactions?

Following the reported transactions the filing shows he beneficially owned 71,250 Class A common shares.

Why were the shares sold?

The shares were sold to cover tax obligations arising from the vesting of Restricted Stock Units, pursuant to a pre-existing 10b5-1 instruction adopted March 3, 2023.

What RSU grants and vesting schedules are disclosed?

Footnotes disclose grants on 11/28/2022 (22,311 RSUs), 08/28/2023 (5,353 RSUs), and 11/28/2023 (40,697 RSUs) with one-third initial vesting and remaining shares vesting in equal quarterly installments.

Who signed the Form 4?

The Form 4 is signed by Leah Webb, Attorney-in-Fact for Ross Kade on 09/02/2025.