[Form 4] Bandwidth Inc. Insider Trading Activity

Rhea-AI Filing Summary

Bandwidth Inc. (BAND) insider sale disclosure: The company's Chief Financial Officer, Daryl Raiford, reported multiple sales of Class A common stock in early September 2025. On 09/05/2025 he sold 19,000 shares at a weighted average price of $15.5046, on 09/08/2025 he sold 5,000 shares at a weighted average $15.7068 and 1,625 shares via an IRA at $15.70, and on 09/09/2025 he sold 14,143 shares at a weighted average $15.469. Following these transactions, the filing reports 90,395 shares beneficially owned by the reporting person.

The disclosure is a Section 16 Form 4 reporting routine insider dispositions by an officer; the filer includes footnotes stating the reported prices are weighted averages across multiple trades and offers to provide detailed breakdowns on request.

Positive

• None.

Negative

• CFO sold 39,768 shares across 09/05/2025–09/09/2025, reducing reported beneficial ownership to 90,395 shares
• Sales were not reported as 10b5-1 plan transactions on the form, so no affirmative defense is indicated in this filing

Insights

Securities Analyst

TL;DR: CFO executed multiple small-to-moderate open-market sales totaling 39,768 shares, reducing his reported holdings to 90,395 shares.

The transactions are reported as open-market sales across three dates with weighted-average prices provided in footnotes. The form identifies the reporting person as the Chief Financial Officer and shows disposition of both direct and IRA-held shares. There is no indication in the filing of derivative transactions, option exercises, or plan-based sales under Rule 10b5-1. For investors, the filing is a clear record of insider selling activity but does not, by itself, disclose reasons for the sales or any change in access to material nonpublic information.

Corporate Governance Expert

TL;DR: Multiple small sales by an officer were properly reported with weighted-average pricing and signed by an attorney-in-fact.

The Form 4 includes explanatory footnotes about weighted-average prices and a signature by an authorized attorney-in-fact, indicating procedural compliance. The filing does not state these sales were pursuant to a Rule 10b5-1 plan and the form does not check the contractual plan box. From a governance perspective, the disclosure is complete for the transactions shown but provides no context on whether the sales were for diversification, tax, or personal reasons.

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^*

Raiford Daryl

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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	09/05/2025		S		19,000	D	$15.5046(1)	109,538	D
Class A Common Stock	09/08/2025		S		5,000	D	$15.7068(2)	104,538	D
Class A Common Stock	09/08/2025		S		1,625	D	$15.7	0	I	By IRA
Class A Common Stock	09/09/2025		S		14,143	D	$15.469(3)	90,395	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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.5042 to $15.5050. 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.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.70 to $15.72. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.40 to $15.51. 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 Daryl E. Raiford	09/09/2025
	** 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 insider transactions did Bandwidth Inc. (BAND) report on this Form 4?

The Form 4 reports that CFO Daryl Raiford sold a total of 39,768 Class A shares on 09/05/2025, 09/08/2025 and 09/09/2025 at weighted-average prices of approximately $15.50–$15.71.

How many shares does the reporting person own after the reported sales?

Following the reported transactions, the filing shows the reporting person beneficially owns 90,395 shares of Class A common stock.

Were these sales made under a 10b5-1 trading plan according to the filing?

No. The Form 4 does not indicate these transactions were made pursuant to a Rule 10b5-1 trading plan.

Do the reported prices represent single trades or averages?

The filing notes the prices are weighted averages across multiple transactions and provides price ranges in footnotes, offering to supply per-trade details on request.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Leah Webb, Attorney-in-Fact for Daryl E. Raiford on 09/09/2025.