Bailey Brian D. 4

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.