Bailey Brian D. 4

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).