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Bandwidth CIO sells 4,000 shares in planned trade

Bandwidth’s chief information officer reported open-market sales totaling 4,000 Class A shares under a pre-arranged Rule 10b5-1 plan.

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

Rhea-AI Filing Summary

Bandwidth Inc. (BAND) reported that Chief Information Officer Ross Kade sold an aggregate of 4,000 shares of Class A Common Stock on September 2, 2026 in three open-market transactions. The sales were executed under a Rule 10b5-1 trading plan adopted on November 24, 2025, at weighted average prices of $47.54 for 2,096 shares, $48.50 for 1,151 shares, and $49.29 for 753 shares. The filing notes that each reported price is a weighted average for multiple trades, with actual prices ranging from $47.01 to $49.89 across the three blocks.

Positive

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Insider Ross Kade
Role Chief Information Officer
Sold 4,000 shs ($193K)
Type Security Shares Price Value
Sale Class A Common Stock F1, F2 2,096 $47.5397 $100K
Sale Class A Common Stock F1, F3 1,151 $48.5029 $56K
Sale Class A Common Stock F1, F4 753 $49.2896 $37K
Holdings After Transaction: Class A Common Stock — 44,071 shares (Direct)
Footnotes (4)
  1. F1. Reflects shares sold pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on November 24, 2025.
  2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.01 to $47.99. 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 $48.02 to $49.01. 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. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.02 to $49.89. 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 4,000 shares Total Class A Common Stock sold by Ross Kade on September 2, 2026
First sale block 2,096 shares at $47.54 per share Weighted average price; trades ranged from $47.01 to $47.99
Second sale block 1,151 shares at $48.50 per share Weighted average price; trades ranged from $48.02 to $49.01
Third sale block 753 shares at $49.29 per share Weighted average price; trades ranged from $49.02 to $49.89
Rule 10b5-1 plan adoption date November 24, 2025 Date Ross Kade adopted the trading plan used for the reported sales
Transaction date September 2, 2026 Date all three reported sale transactions occurred
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.
multiple transactions financial
"These shares were sold in multiple transactions at prices ranging from $47.01 to $47.99."
beneficial owner regulatory
"any security holder of the Company, or the staff of the Securities and Exchange Commission"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

FAQ

What insider transaction did BAND report for Chief Information Officer Ross Kade?
Bandwidth Inc. reported that Chief Information Officer Ross Kade sold 4,000 shares of Class A Common Stock in open-market transactions on September 2, 2026, split across three separate sales at different weighted average prices.

Were Ross Kade’s BAND stock sales made under a Rule 10b5-1 plan?
Yes. The filing states the shares were sold pursuant to a Rule 10b5-1 plan adopted by Ross Kade on November 24, 2025, indicating the transactions followed a pre-established trading program.

How many BAND shares did Ross Kade sell in each transaction?
Ross Kade sold 2,096 shares at a weighted average price of $47.54, 1,151 shares at $48.50, and 753 shares at $49.29, all on September 2, 2026, for a total of 4,000 shares.

What price ranges were reported for Ross Kade’s BAND stock sales?
Each sale price is a weighted average for multiple trades. The filing reports ranges of $47.01–$47.99, $48.02–$49.01, and $49.02–$49.89 for the three sale blocks, with detailed price breakdowns available on request.

Does the filing state how many BAND shares Ross Kade holds after these sales?
No. The transactions report the 4,000 shares sold and the related prices and plan status, but do not state Ross Kade’s total remaining holdings after these sales.

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

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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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Information Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2026		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 Stock09/02/2026S(1)2,096D$47.5397(2)45,975D
Class A Common Stock09/02/2026S(1)1,151D$48.5029(3)44,824D
Class A Common Stock09/02/2026S(1)753D$49.2896(4)44,071D
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 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 $47.01 to $47.99. 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 $48.02 to $49.01. 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 $49.02 to $49.89. 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 Ross09/03/2026
** 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