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  4. [Form 4] Bandwidth Inc. Insider Trading Activity

Bandwidth (BAND) director sells 4,000 shares under 10b5-1 plan

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Bandwidth Inc. (BAND) director Douglas A. Suriano reported selling a total of 4,000 shares of Class A common stock on August 17, 2026. The sales included 3,800 shares at a weighted average price of $53.03 (individual trades between $52.61 and $53.45) and 200 shares at a weighted average price of $54.17 (individual trades between $54.16 and $54.17). The transactions were carried out pursuant to a Rule 10b5-1 trading plan adopted on May 18, 2026.

Positive

  • None.

Negative

  • None.
Insider Suriano Douglas A
Role Director
Sold 4,000 shs ($212K)
Type Security Shares Price Value
Sale Class A Common Stock F1, F2 3,800 $53.034 $202K
Sale Class A Common Stock F1, F3 200 $54.165 $11K
Holdings After Transaction: Class A Common Stock — 42,077 shares (Direct)
Footnotes (3)
  1. F1. Reflects shares sold pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on May 18, 2026.
  2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.61 to $53.45. 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. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.16 to $54.17. 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.
Shares sold (principal block) 3,800 shares Class A Common Stock sold on August 17, 2026 at weighted average $53.034
Shares sold (secondary block) 200 shares Class A Common Stock sold on August 17, 2026 at weighted average $54.165
Total shares sold 4,000 shares Net shares sold by Douglas A. Suriano per transaction summary
Price range main block $52.61–$53.45 Multiple trades for 3,800-share sale; weighted average $53.034
Price range secondary block $54.16–$54.17 Multiple trades for 200-share sale; weighted average $54.165
Rule 10b5-1 plan adoption date May 18, 2026 Plan under which the reported sales were executed
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.
multiple transactions financial
"These shares were sold in multiple transactions at prices ranging"
reporting person regulatory
"The Reporting Person undertakes to provide Bandwidth Inc."

FAQ

What insider transaction did Bandwidth Inc. (BAND) disclose in this Form 4?
Bandwidth Inc. disclosed that director Douglas A. Suriano sold a total of 4,000 shares of the company’s Class A common stock on August 17, 2026, as reported in this Form 4 filing.

How many BAND shares did Douglas A. Suriano sell and at what prices?
Douglas A. Suriano sold 4,000 BAND shares in total: 3,800 shares at a weighted average price of $53.03 and 200 shares at a weighted average price of $54.17, each representing multiple trades within stated price ranges.

Were the recent BAND insider sales made under a Rule 10b5-1 plan?
Yes. The filing states the sales were made under a Rule 10b5-1 plan adopted by Douglas A. Suriano on May 18, 2026, indicating the trades followed a pre-established trading arrangement.

What were the trading price ranges for the BAND shares sold by Douglas A. Suriano?
For the 3,800 shares, trades occurred between $52.61 and $53.45. For the 200 shares, trades occurred between $54.16 and $54.17. Reported prices are weighted averages over these multiple transactions.

How many total BAND shares were sold by the insider according to the Form 4 summary?
According to the transaction summary, the insider sold a net total of 4,000 shares of Bandwidth Inc. Class A common stock, with a net-sell direction and no reported offsetting purchases or option exercises.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Suriano Douglas A
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/17/2026S(1)3,800D$53.034(2)42,277D
Class A Common Stock08/17/2026S(1)200D$54.165(3)42,077D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Reflects shares sold pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on May 18, 2026.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.61 to $53.45. 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 $54.16 to $54.17. 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 Douglas A. Suriano08/18/2026
** Signature of Reporting PersonDate
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