SEC FORM 4SEC 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
 
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checkbox uncheckedCheck this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
checkbox uncheckedCheck 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)
RALEIGHNC27607

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Bandwidth Inc. [ BAND ]
Foreign Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
checkbox checkedOfficer (give title below)Other (specify below)
Chief Information Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checkedForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/28/2026M446A$044,442D
Class A Common Stock08/28/2026M3,392A$047,834D
Class A Common Stock08/28/2026M1,853A$049,687D
Class A Common Stock08/31/2026S945D$48.8226(1)48,742D
Class A Common Stock08/31/2026S671D$49.6021(2)48,071D
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
Restricted Stock Units(3)08/28/2026M446 (4) (4)Class A Common Stock446$00D
Restricted Stock Units(3)08/28/2026M3,392 (5) (5)Class A Common Stock3,392$03,391D
Restricted Stock Units(3)08/28/2026M1,853 (6) (6)Class A Common Stock1,853$09,266D
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 $48.29 to $49.28. 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 $49.33 to $49.6351. 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. Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.
4. On August 28, 2023, the Reporting Person was granted 5,353 Restricted Stock Units, one third of which vested on the first anniversary of the date of grant and the remaining shares vest in eight quarterly installments beginning on November 28, 2024.
5. On November 28, 2023, the Reporting Person was granted 40,697 Restricted Stock Units, one third of which vested on the first anniversary of the date of grant and the remaining shares vest in eight equal quarterly installments beginning on February 28, 2025.
6. On November 28, 2024, the Reporting Person was granted 22,238 Restricted Stock Units, one third of which vested on the first anniversary of the date of grant and the remaining shares vest in eight equal quarterly installments beginning on February 28, 2026.
Remarks:
/s/ Leah Webb, Attorney-in-Fact for Kade Ross09/01/2026
** 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).
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