Bailey Brian D. 4
4 · Bandwidth Inc. · Filed Jun 1, 2026
Research Summary
AI-generated summary of this filing
Bandwidth (BAND) Director Brian Bailey Converts 3,334 RSUs
What Happened
Brian D. Bailey, a director of Bandwidth Inc. (BAND), converted/exercised 3,334 derivative awards into 3,334 shares on May 28, 2026 (transaction code M). The filing reports both an acquisition (3,334 shares at $0.00) and a corresponding disposition (3,334 shares at $0.00), indicating settlement/transfer of vested restricted stock units rather than a cash purchase or cash sale.
Key Details
- Transaction date: 2026-05-28; filed on Form 4 on 2026-06-01 (timely filed).
- Reported amounts/prices: 3,334 shares acquired @ $0.00; 3,334 shares disposed @ $0.00. Total cash value reported: $0.
- Shares held after transaction (per filing): 63,339 shares of Class A common stock held of record by Brian D. Bailey and 8,750 shares held by Carmichael Partners / related entities.
- Notable footnotes:
- F4/F5: These were Restricted Stock Units granted Nov 28, 2025 (13,333 RSUs total) that vest quarterly; each RSU converts to one share.
- F1/F3: Carmichael Bandwidth LLC/related Carmichael entities have managerial roles and certain economic/voting arrangements; Mr. Bailey disclaims beneficial ownership except to extent of pecuniary interest and CP is entitled to economic benefit on 7,234 shares held by Bailey.
- Transaction type: conversion/settlement of RSUs (derivative conversion), not a market purchase or sale for cash.
Context
This appears to be a routine RSU vesting/settlement event (conversion of restricted stock units into shares and transfer/settlement) rather than an open‑market buy or sale intended to signal a change in investment view. For retail investors, purchases by insiders tend to be more informative about bullish sentiment; this filing documents award settlement and related ownership allocation and does not by itself indicate new buying or selling for cash.
Insider Transaction Report
- Exercise/Conversion
Class A Common Stock
[F1][F2][F3]2026-05-28+3,334→ 72,089 total(indirect: See footnotes) - Exercise/Conversion
Restricted Stock Units
[F4][F5]2026-05-28−3,334→ 6,666 total→ Class A Common Stock (3,334 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 CP 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 CP and 63,339 shares of Class A Common Stock held of record by Brian D. Bailey.
- [F3]Pursuant to an agreement between Mr. Bailey and CP, CP 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.