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

Yes. A footnote explains that the shares were sold pursuant to a Rule 10b5-1 trading plan adopted on November 24, 2025. Such plans pre-arrange trades, so the timing typically reflects a preset schedule rather than real-time strategic trading decisions.

Bandwidth (BAND) CIO Ross Kade sells 20,000 shares in planned open-market trades

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Bandwidth Inc. Chief Information Officer Ross Kade sold 20,000 shares of Class A Common Stock in open-market transactions. The trades occurred on May 11, 2026 at weighted average prices around $50–$53 per share. All sales were executed under a pre-arranged Rule 10b5-1 trading plan adopted on November 24, 2025, indicating they were scheduled in advance rather than timed discretionarily.

Insights

CIO’s 20,000-share Rule 10b5-1 sale looks routine.

Bandwidth’s Chief Information Officer Ross Kade reported selling 20,000 shares of Class A Common Stock on May 11, 2026 through three open-market trades. Reported weighted average prices ranged from about $50 to just under $53 per share.

The filing states the trades were made under a Rule 10b5-1 plan adopted on November 24, 2025. Such plans pre-schedule transactions, so the timing carries limited informational value about management’s current view of the stock. No option exercises or derivative activity were reported.

With 20,000 net shares sold and no gifts or tax-withholding dispositions, the activity is a straightforward reduction in direct holdings. Subsequent filings may provide additional context on any future trades under the same 10b5-1 plan.

Insider Trade Summary 10b5-1

Net Seller: 20,000 shares ($1,031,257)

Net Sell 3 txns

Insider Ross Kade

Role Chief Information Officer

Sold 20,000 shs ($1.03M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	4,500	$50.5554	$227K
Sale	Class A Common Stock	9,790	$51.4309	$504K
Sale	Class A Common Stock	5,710	$52.583	$300K

Holdings After Transaction: Class A Common Stock — 59,394 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 $50.00 to $50.98. 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 $51.02 to $52.01. 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 $52.14 to $52.95. 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: 20,000 shares Transaction price (block 1): $50.5554 per share Transaction price (block 2): $51.4309 per share +5 more

8 metrics

Shares sold 20,000 shares Total Class A Common Stock sold on May 11, 2026

Transaction price (block 1) $50.5554 per share Weighted average price for 4,500-share sale

Transaction price (block 2) $51.4309 per share Weighted average price for 9,790-share sale

Transaction price (block 3) $52.5830 per share Weighted average price for 5,710-share sale

Rule 10b5-1 plan adoption date November 24, 2025 Pre-arranged trading plan governing the reported sales

Price range block 1 $50.00–$50.98 Footnote F2 price range for multiple trades

Price range block 2 $51.02–$52.01 Footnote F3 price range for multiple trades

Price range block 3 $52.14–$52.95 Footnote F4 price range for multiple trades

Key Terms

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

5 terms

Rule 10b5-1 plan regulatory

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

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.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

05/12/2026 - 04:06 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)
05/11/2026

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	05/11/2026		S⁽¹⁾		4,500	D	$50.5554⁽²⁾	59,394	D
Class A Common Stock	05/11/2026		S⁽¹⁾		9,790	D	$51.4309⁽³⁾	49,604	D
Class A Common Stock	05/11/2026		S⁽¹⁾		5,710	D	$52.583⁽⁴⁾	43,894	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 $50.00 to $50.98. 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 $51.02 to $52.01. 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 $52.14 to $52.95. 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	05/12/2026
	** 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 Inc. (BAND) disclose for Ross Kade?

Bandwidth’s Chief Information Officer Ross Kade reported selling 20,000 shares of Class A Common Stock. The sales occurred on May 11, 2026, in three open-market transactions, with reported weighted average prices in the low-$50s per share according to the Form 4 filing.

At what prices did Ross Kade sell Bandwidth (BAND) shares on May 11, 2026?

The Form 4 shows weighted average prices around $50–$53 per share. Footnotes note ranges of $50.00–$50.98, $51.02–$52.01, and $52.14–$52.95 for multiple trades, with full trade-by-trade details available on request from the company or SEC staff.

How many Bandwidth (BAND) shares did Ross Kade sell in this Form 4 filing?

The transaction summary states that Ross Kade sold a total of 20,000 shares of Bandwidth’s Class A Common Stock. These were reported as three separate open-market sale transactions, all dated May 11, 2026, with no offsetting purchases or derivative exercises in the same filing.

What role does Ross Kade hold at Bandwidth Inc. (BAND) in this insider filing?

The Form 4 identifies Ross Kade as an officer of Bandwidth Inc., serving as Chief Information Officer. The reported transactions involve his direct ownership of Class A Common Stock, with all three sales classified as open-market transactions under SEC reporting rules.