Agarwal Devesh 4

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.