STOCK TITAN

Bandwidth (NASDAQ: BAND) director sells 1,500 shares in plan

(Neutral)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Bandwidth Inc. (BAND) director Lukas M. Roush reported several equity transactions. On 2026-08-28, 3,333 Restricted Stock Units were converted into 3,333 shares of Class A Common Stock, reflecting vesting from a grant of 13,333 RSUs awarded on 2025-11-28 that vest in four equal quarterly installments beginning 2026-02-28. On 2026-08-27, he sold 1,500 shares of Class A Common Stock at $47.35 per share, executed pursuant to a Rule 10b5-1 plan adopted on 2026-05-28. Following the RSU conversion, 3,333 Class A shares from that award are held directly.

Positive

  • None.

Negative

  • None.
Insider Roush Lukas M.
Role Director
Sold 1,500 shs ($71K)
Approx. gross sale proceeds $71K
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F3 3,333 $0.00 $0.00
Exercise Class A Common Stock 3,333 $0.00 $0.00
Sale Class A Common Stock F1 1,500 $47.35 $71K
Holdings After Transaction: Restricted Stock Units — 3,333 shares (Direct); Class A Common Stock — 61,769 shares (Direct)
Footnotes (3)
  1. F1. Reflects shares sold pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on May 28, 2026.
  2. F2. Each Restricted Stock Unit represents a contingent right to receive one share of the Bandwidth Inc. Class A Common Stock.
  3. F3. On November 28, 2025, the Reporting Person was granted 13,333 Restricted Stock Units, which vest in four equal quarterly installments beginning on February 28, 2026.
RSUs converted 3,333 Restricted Stock Units Converted into Class A Common Stock on 2026-08-28
Shares acquired from RSU conversion 3,333 shares of Class A Common Stock Acquired on 2026-08-28 upon RSU vesting/conversion
Shares sold 1,500 shares of Class A Common Stock Sale on 2026-08-27
Sale price per share $47.35 per share Price for 1,500 shares sold on 2026-08-27
RSU grant size 13,333 Restricted Stock Units Granted on 2025-11-28, vesting in four equal quarterly installments
Shares held after RSU transaction 3,333 shares Total Class A Common Stock held directly from the reported RSU award after 2026-08-28
Restricted Stock Units financial
"Each Restricted Stock Unit represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Rule 10b5-1 plan regulatory
"Reflects shares sold pursuant to a Rule 10b5-1 plan adopted"
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.
Class A Common Stock financial
"one share of the Bandwidth Inc. 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.
quarterly installments financial
"which vest in four equal quarterly installments beginning"

FAQ

What insider transactions did BAND director Lukas M. Roush report in this Form 4?

He reported converting 3,333 Restricted Stock Units into 3,333 Class A shares on 2026-08-28 and selling 1,500 Class A shares at $47.35 per share on 2026-08-27 under a Rule 10b5-1 plan.

How many Bandwidth Inc. (BAND) shares did Lukas M. Roush sell and at what price?

He sold 1,500 shares of Bandwidth Inc. Class A Common Stock at $47.35 per share on 2026-08-27, in a transaction described as a sale in open market or private transaction.

Were Lukas M. Roush’s BAND stock sales made under a Rule 10b5-1 plan?

Yes. The sale of 1,500 shares on 2026-08-27 was made pursuant to a Rule 10b5-1 plan adopted by Lukas M. Roush on 2026-05-28, and the filing affirms use of a Rule 10b5-1 plan.

What RSU grant underlies the 3,333 BAND shares acquired by Lukas M. Roush?

The 3,333 shares came from a grant of 13,333 Restricted Stock Units awarded on 2025-11-28, which vest in four equal quarterly installments beginning on 2026-02-28. Each RSU represents a right to receive one share of Class A Common Stock.

How many Bandwidth Inc. shares does Lukas M. Roush hold from this RSU vesting?

After the 3,333 RSUs vested and were converted on 2026-08-28, the Form 4 shows 3,333 shares of Bandwidth Inc. Class A Common Stock held directly from this RSU award.

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

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Learn about SEC filing dates
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*
Roush Lukas M.

(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)
08/27/2026
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 Stock08/27/2026S(1)1,500D$47.3558,436D
Class A Common Stock08/28/2026M3,333A$061,769D
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
Restricted Stock Units(2)08/28/2026M3,333 (3) (3)Class A Common Stock3,333$03,333D
Explanation of Responses:
1. Reflects shares sold pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on May 28, 2026.
2. Each Restricted Stock Unit represents a contingent right to receive one share of the Bandwidth Inc. Class A Common Stock.
3. On November 28, 2025, the Reporting Person was granted 13,333 Restricted Stock Units, which vest in four equal quarterly installments beginning on February 28, 2026.
Remarks:
/s/ Leah Webb, Attorney-in-Fact for Lukas M. Roush08/31/2026
** 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)