Bandwidth (BAND) Director Brian D. Bailey Exercises 3,333 Derivative Shares

What Happened

• Brian D. Bailey, a director of Bandwidth Inc. (BAND), reported an exercise/conversion of a derivative (transaction code M) on 2026-08-28 that resulted in 3,333 shares acquired at $0.00 and a corresponding disposition of 3,333 derivative shares at $0.00. The filing shows no cash paid or received for these entries (exercise price $0.00). This appears to reflect conversion/settlement activity rather than an open‑market purchase or cash sale.

Key Details

• Transaction date: 2026-08-28 (filed on Form 4: 2026-09-01).
• Reported entries: 3,333 shares acquired (M) @ $0.00; 3,333 shares disposed (M) @ $0.00.
• Shares held after transaction: 8,750 Class A shares held by Carmichael Partners entities (CP) and 66,672 Class A shares held of record by Brian D. Bailey (per footnote F2).
• Relevant footnotes:
  • F1: Carmichael Bandwidth LLC is the managing member of related Carmichael entities; Bailey shares voting/dispositive power and disclaims beneficial ownership except to the extent of his pecuniary interest.
  • F3: CP is entitled to the economic benefit of 7,234 shares held by Mr. Bailey.
  • F4/F5: Each Restricted Stock Unit (RSU) converts to one share; Bailey received 13,333 RSUs on 11/28/2025 vesting quarterly beginning 2/28/2026 — providing context for this conversion activity.
• Timeliness: Form 4 was filed on 2026-09-01 for an 8/28 transaction, within the typical two-business-day reporting window.

Context

• Transaction code M denotes exercise or conversion of a derivative. Given the $0.00 exercise price and the RSU footnotes, this looks like an RSU conversion/settlement rather than a cash purchase or open‑market sale. Such conversions are common when restricted awards vest and convert to shares; they do not necessarily signal a purchase decision by the insider.