Bandwidth (NASDAQ: BAND) CFO sells 14,314 shares under Rule 10b5-1 plan

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Bandwidth Inc. Chief Financial Officer Daryl E. Raiford reported a series of open-market sales of the company’s Class A Common Stock. Over June 1–2, 2026, he sold a total of 14,314 shares in 13 separate transactions at weighted-average prices generally in the mid‑$60s to low‑$70s per share. These trades were executed under a pre-established Rule 10b5-1 trading plan adopted on December 3, 2025, indicating they were pre-planned. Following the transactions, Raiford continues to hold 28,605 shares of Bandwidth stock directly.

Insider Trade Summary 10b5-1

Net Seller: 14,314 shares ($985,003)

Net Sell 13 txns

Insider Raiford Daryl E

Role Chief Financial Officer

Sold 14,314 shs ($985K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	2,868	$68.2111	$196K
Sale	Class A Common Stock	1,706	$69.2798	$118K
Sale	Class A Common Stock	1,200	$70.3511	$84K
Sale	Class A Common Stock	500	$71.162	$36K
Sale	Class A Common Stock	100	$72.30	$7K
Sale	Class A Common Stock	1,000	$63.504	$64K
Sale	Class A Common Stock	1,000	$64.4995	$64K
Sale	Class A Common Stock	400	$65.15	$26K
Sale	Class A Common Stock	400	$67.3008	$27K
Sale	Class A Common Stock	400	$68.0125	$27K
Sale	Class A Common Stock	600	$69.3522	$42K
Sale	Class A Common Stock	2,940	$70.891	$208K
Sale	Class A Common Stock	1,200	$71.4417	$86K

Holdings After Transaction: Class A Common Stock — 32,111 shares (Direct, null)

Footnotes (1)

Reflects shares sold pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on December 3, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.93 to $63.87. 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 $64.05 to $65.00. 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 $65.06 to $65.39. 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 $66.88 to $67.74. 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 $67.94 to $68.06. 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 $69.07 to $69.64. 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 $70.25 to $71.18. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.31 to $71.73. 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 $67.80 to $68.79. 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 $68.80 to $69.75. 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 $69.98 to $70.81. 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 $71.13 to $71.19. 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: 14,314 shares Shares held after transactions: 28,605 shares Sale price example: $72.3000 per share +3 more

6 metrics

Shares sold 14,314 shares Net open-market sales on June 1–2, 2026

Shares held after transactions 28,605 shares Direct ownership following June 2026 sales

Sale price example $72.3000 per share Open-market sale of 100 shares on June 2, 2026

Sale price example $63.5040 per share Open-market sale of 1,000 shares on June 1, 2026

Number of sale transactions 13 transactions Non-derivative open-market sales reported in Form 4

Trading plan adoption date December 3, 2025 Date CFO adopted Rule 10b5-1 plan used for these sales

Key Terms

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

4 terms

Rule 10b5-1 plan regulatory

"Reflects shares sold pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on December 3, 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. These shares were sold in multiple transactions..."

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.

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.

open-market sale regulatory

"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.

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 04:10 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^*

Raiford Daryl E

(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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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	06/01/2026		S⁽¹⁾		1,000	D	$63.504⁽²⁾	41,919	D
Class A Common Stock	06/01/2026		S⁽¹⁾		1,000	D	$64.4995⁽³⁾	40,919	D
Class A Common Stock	06/01/2026		S⁽¹⁾		400	D	$65.15⁽⁴⁾	40,519	D
Class A Common Stock	06/01/2026		S⁽¹⁾		400	D	$67.3008⁽⁵⁾	40,119	D
Class A Common Stock	06/01/2026		S⁽¹⁾		400	D	$68.0125⁽⁶⁾	39,719	D
Class A Common Stock	06/01/2026		S⁽¹⁾		600	D	$69.3522⁽⁷⁾	39,119	D
Class A Common Stock	06/01/2026		S⁽¹⁾		2,940	D	$70.891⁽⁸⁾	36,179	D
Class A Common Stock	06/01/2026		S⁽¹⁾		1,200	D	$71.4417⁽⁹⁾	34,979	D
Class A Common Stock	06/02/2026		S⁽¹⁾		2,868	D	$68.2111⁽¹⁰⁾	32,111	D
Class A Common Stock	06/02/2026		S⁽¹⁾		1,706	D	$69.2798⁽¹¹⁾	30,405	D
Class A Common Stock	06/02/2026		S⁽¹⁾		1,200	D	$70.3511⁽¹²⁾	29,205	D
Class A Common Stock	06/02/2026		S⁽¹⁾		500	D	$71.162⁽¹³⁾	28,705	D
Class A Common Stock	06/02/2026		S⁽¹⁾		100	D	$72.3	28,605	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 December 3, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.93 to $63.87. 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 $64.05 to $65.00. 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 $65.06 to $65.39. 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.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.88 to $67.74. 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.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.94 to $68.06. 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.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.07 to $69.64. 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.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.25 to $71.18. 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.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.31 to $71.73. 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.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.80 to $68.79. 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.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.80 to $69.75. 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.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.98 to $70.81. 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.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.13 to $71.19. 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	06/03/2026
	** 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 did Bandwidth (BAND) CFO Daryl Raiford report in this Form 4?

Bandwidth CFO Daryl Raiford reported selling Class A Common Stock in multiple open‑market transactions. Across June 1–2, 2026, he disposed of 14,314 shares and, after completing these sales, he continued to hold 28,605 Bandwidth shares directly in his own name.

How many Bandwidth (BAND) shares did the CFO sell and over what dates?

The CFO sold 14,314 shares of Bandwidth Class A Common Stock over two trading days. The sales occurred on June 1 and June 2, 2026, and were broken into 13 separate open‑market transactions at various weighted‑average prices disclosed in the filing.

At what prices were the Bandwidth (BAND) CFO’s shares sold?

Each sale was reported at a weighted‑average price per share, with examples including $72.30, $71.1620, $70.3511 and other prices in the $60s–$70s. Footnotes explain that each figure reflects multiple trades within specific price ranges for that transaction.

Were Bandwidth (BAND) CFO Daryl Raiford’s stock sales pre-planned?

Yes. A footnote states the reported sales were made under a Rule 10b5‑1 trading plan adopted on December 3, 2025. Such plans allow insiders to schedule trades in advance, helping separate routine portfolio management from discretionary market‑timed selling.

How many Bandwidth (BAND) shares does the CFO still own after these sales?

After completing the reported open‑market sales, the CFO directly owns 28,605 shares of Bandwidth Class A Common Stock. This post‑transaction holding is disclosed in the Form 4 and reflects his remaining direct equity stake following the June 2026 trades.

What does a weighted-average price mean in this Bandwidth (BAND) Form 4?

The filing notes each reported price is a weighted‑average price across multiple trades in a given range. The CFO undertakes to provide detailed breakdowns of shares sold at each individual price within the disclosed ranges upon request to the company or regulators.