Agarwal Devesh 4

4 · Bandwidth Inc. · Filed Mar 2, 2026

AI-generated summary of this filing

Updated Mar 2, 2026

Bandwidth (BAND) COO Devesh Agarwal Converts RSUs; 7,646 Shares Withheld

What Happened

Devesh Agarwal, Chief Operating Officer of Bandwidth Inc. (BAND), converted vested restricted stock units (RSUs) into 26,884 shares on February 28, 2026 (transaction code M). To cover tax withholding, 7,646 shares were surrendered (transaction code F) at an effective value of $14.82 per share, totaling $113,314. After withholding, the net shares issued from this conversion were approximately 19,238 shares.
This was a routine RSU vesting and tax-withholding event rather than an open-market purchase or sale.

Key Details

Transaction date: February 28, 2026. Form 4 filed March 2, 2026 (no indication in the filing that it was late).
Conversion (M): 26,884 RSUs converted into common shares (3,927 + 2,085 + 20,872 from listed lots).
Tax withholding (F): 7,646 shares withheld at $14.82/share = $113,314.
Net shares issued to insider: ~19,238 shares (26,884 gross − 7,646 withheld).
Footnotes: F1–F4 explain that each RSU converts to one share and list prior grant dates and vesting schedules (grants on Nov 28, 2023; Nov 28, 2024; Feb 28, 2025 with staggered vesting).
Transaction codes: M = exercise/conversion of derivative (RSU conversion); F = payment of tax liability via share withholding.

Context

This is a standard vesting/conversion and tax-withholding transaction, not a market sale or purchase; such events are typically administrative and don’t by themselves indicate insider buying or selling sentiment.
For retail investors, note that RSU vesting increases insider shareholdings (net after withholding). If monitoring insider activity, purchases or open-market sales usually carry more signal than routine vesting.

Form 4

Period: 2026-02-28

Chief Operating Officer

Transactions

Exercise/Conversion
Class A Common Stock
2026-02-28+3,927→ 96,103 total
Exercise/Conversion
Class A Common Stock
2026-02-28+2,085→ 98,188 total
Exercise/Conversion
Class A Common Stock
2026-02-28+20,872→ 119,060 total
Tax Payment
Class A Common Stock
2026-02-28$14.82/sh−7,646$113,314→ 111,414 total
Exercise/Conversion
Restricted Stock Units
[F1][F2]
2026-02-28−3,927→ 11,782 total
→ Class A Common Stock (3,927 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F3]
2026-02-28−2,085→ 14,597 total
→ Class A Common Stock (2,085 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-02-28−20,872→ 41,745 total
→ Class A Common Stock (20,872 underlying)

Footnotes (4)

[F1]Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock.
[F2]On November 28, 2023, the Reporting Person was granted 47,127 RSUs, one third of which vested on the first anniversary of the date of grant and the remaining shares vest in eight equal quarterly installments beginning on February 28, 2025.
[F3]On November 28, 2024, the Reporting Person was granted 25,023 Restricted Stock Units, one third of which vested on the first anniversary of the date of grant and the remaining shares vest in eight equal quarterly installments beginning on February 28, 2026.
[F4]On February 28, 2025, the Reporting Person was granted 62,617 Restricted Stock Units, one third of which vested on the first anniversary of the date of grant and the remaining shares will vest in eight equal quarterly installments beginning on May 28, 2026.

Signature

/s/ Leah Webb, Attorney-in-Fact for Devesh Agarwal|2026-03-02

1 file