Bandwidth director Suriano sells 4,000 Class A shares

Available on EDGAR 11/13/2026 - 04:10 PM EST Accepted by SEC EDGAR 11/13/2026 - 04:09 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Bandwidth Inc. (BAND) director Douglas A. Suriano sold 4,000 Class A shares on November 12, 2026, in three transactions under a Rule 10b5-1 plan adopted May 18, 2026. The reported weighted-average prices were $46.2108 for 2,500 shares (transaction prices ranged from $45.67 to $46.65), $47.1099 for 1,300 shares (range $46.69 to $47.62), and $47.9849 for 200 shares (range $47.78 to $48.18).

Insider Trade Summary 10b5-1

Net Seller: 4,000 shares

Net Sell 3 txns

Insider Suriano Douglas A

Role Director

Sold 4,000 shs ($186K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	2,500	$46.2108	$116K
Sale	Class A Common Stock F1, F3	1,300	$47.1099	$61K
Sale	Class A Common Stock F1, F4	200	$47.9849	$10K

Holdings After Transaction: Class A Common Stock — 41,410 shares (Direct)

Footnotes (4)

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 $45.67 to $46.65. 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 $46.69 to $47.62. 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 $47.78 to $48.18. 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 and weighted-average price: 2,500 shares at $46.2108 per share Shares sold and weighted-average price: 1,300 shares at $47.1099 per share Shares sold and weighted-average price: 200 shares at $47.9849 per share

3 metrics

Shares sold and weighted-average price 2,500 shares at $46.2108 per share November 12, 2026; transaction prices ranged from $45.67 to $46.65

Shares sold and weighted-average price 1,300 shares at $47.1099 per share November 12, 2026; transaction prices ranged from $46.69 to $47.62

Shares sold and weighted-average price 200 shares at $47.9849 per share November 12, 2026; transaction prices ranged from $47.78 to $48.18

Key Terms

Rule 10b5-1 plan, weighted average price

2 terms

Rule 10b5-1 plan regulatory

"shares sold pursuant to a Rule 10b5-1 plan"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many BAND shares did Douglas A. Suriano sell, and at what prices?

Douglas A. Suriano sold 4,000 Class A shares on November 12, 2026, across three transactions. The weighted-average prices were $46.2108 for 2,500 shares, $47.1099 for 1,300 shares, and $47.9849 for 200 shares; the sales were under a Rule 10b5-1 plan adopted May 18, 2026.

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

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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).

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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/12/2026		S(1)		2,500	D	$46.2108(2)	42,910	D
Class A Common Stock	11/12/2026		S(1)		1,300	D	$47.1099(3)	41,610	D
Class A Common Stock	11/12/2026		S(1)		200	D	$47.9849(4)	41,410	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. 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 $45.67 to $46.65. 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 $46.69 to $47.62. 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 $47.78 to $48.18. 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. Suriano	11/13/2026
	** 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)