Bailey Brian D. 4

4 · Bandwidth Inc. · Filed Mar 2, 2026

AI-generated summary of this filing

Updated Mar 2, 2026

Bandwidth (BAND) Director Brian D. Bailey Converts RSUs

What Happened

Brian D. Bailey, a director of Bandwidth Inc. (BAND), reported conversion/exercise of a derivative (Form 4 code M) on Feb 28, 2026. The filing shows 3,333 shares were acquired at $0.00 and a simultaneous disposition of 3,333 shares at $0.00. Reported dollar value for these transactions is $0.
Footnotes indicate these transactions relate to Restricted Stock Units (RSUs). Bailey was granted 13,333 RSUs on Nov 28, 2025, which vest in four equal quarterly installments beginning Feb 28, 2026; each RSU represents a contingent right to one share.

Key Details

Transaction date: 2026-02-28; Form 4 filed: 2026-03-02 (appears timely).
Reported transactions: 3,333 shares acquired @ $0.00 (conversion/exercise, code M); 3,333 shares disposed @ $0.00.
Shares reported after transaction (per filing): 8,750 Class A shares held by Carmichael Partners, LLC and 60,005 Class A shares held of record by Brian D. Bailey. (See footnotes about shared voting/dispositive power and pecuniary interest.)
Relevant footnotes: F4/F5 explain the RSU grant and vesting schedule; F1–F3 describe relationships with Carmichael entities and allocation of economic interest.
No sale proceeds or cash consideration reported; the disposal was recorded at $0.00 (see footnotes for related-party/economic-interest details).

Context

This was a vesting/settlement event for RSUs rather than a market buy or open-market sale. Conversions of RSUs are routine compensation/vesting events and do not, by themselves, indicate a buy or sell decision by the insider.
The filing includes disclosures about Carmichael-related entities and shared voting/dispositive power; the Reporting Person disclaims beneficial ownership except to the extent of pecuniary interest (see footnotes).

Form 4

Period: 2026-02-28

Director

Transactions

Exercise/Conversion
Class A Common Stock
[F1][F2][F3]
2026-02-28+3,333→ 68,755 total(indirect: See footnotes)
Exercise/Conversion
Restricted Stock Units
[F4][F5]
2026-02-28−3,333→ 10,000 total
→ Class A Common Stock (3,333 underlying)

Footnotes (5)

[F1]Carmichael Bandwidth LLC is the managing member of each of Carmichael Partners, LLC ("CP"); Carmichael Investment Partners II, LLC ("CP II"); and Carmichael Investment Partners III, LLC ("CP III"). Brian D. Bailey and Kevin J. Martin are the managing partners of Carmichael Bandwidth LLC and Carmichael Partners LLC and share voting and dispositive power with respect to the shares held by CP, CP II and CP III. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
[F2]Following the transactions reported herein, consists of 8,750 shares of Class A Common Stock held by Carmichael Partners, LLC and 60,005 shares of Class A Common Stock held of record by Brian D. Bailey.
[F3]Pursuant to an agreement between Mr. Bailey and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefit with respect to 7,234 shares held by Mr. Bailey.
[F4]Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock.
[F5]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.

Signature

/s/ Leah Webb, Attorney-in-Fact for Brian D. Bailey|2026-03-02

1 file