Agarwal Devesh 4

What Happened

• Devesh Agarwal, Chief Operating Officer of Bandwidth Inc. (BAND), had 21,172 restricted stock units (RSUs) vest on Feb 20, 2026, which converted into 21,172 common shares (transaction code M: exercise/conversion of a derivative). To satisfy tax withholding, 6,478 of those shares were tendered/disposed at $15.12 per share for a total withholding of $97,947 (transaction code F). Net shares issued to the insider after withholding: 14,694.
• The filing reports the conversion price as $0.00 for the RSU conversion (typical for vested RSUs). Using the $15.12 share price reported for the withholding, the implied gross value of the vested shares is about $320,121 (21,172 × $15.12).

Key Details

• Transaction date: February 20, 2026.
• Actions reported: M — 21,172 shares acquired at $0.00 (RSU vesting/conversion); F — 6,478 shares disposed at $15.12 to cover tax liability (total $97,947).
• Net new shares retained by insider: 14,694 (21,172 vested − 6,478 withheld).
• Footnote: F1 — 21,172 RSUs were granted and all vested immediately on Feb 20, 2026.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Filing date: Form 4 filed Feb 23, 2026 (covers Feb 20 transactions); filing timeliness not indicated here.

Context

• This is a routine RSU vesting event with shares withheld to cover taxes (common “sell-to-cover” or company withholding). Such tax-withholding disposals are administrative and do not necessarily signal a change in the insider’s market view.
• Transaction codes: M = exercise or conversion of a derivative instrument (here, RSUs converting to common shares); F = payment of exercise price or tax liability (shares surrendered/withheld for taxes).