Bandwidth director exercises 3,334 RSUs into shares
Bandwidth Inc. director Brian D. Bailey reported a routine equity award vesting and derivative exercise.
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Form Type
4
Rhea-AI Filing Summary
Bandwidth Inc. director Brian D. Bailey reported a routine equity award vesting and derivative exercise. On May 28, 2026, 3,334 Restricted Stock Units converted into 3,334 shares of Class A Common Stock, with no open-market sale reported.
After this transaction, Bailey is shown with 72,089 shares of Class A Common Stock, including 8,750 shares held by Carmichael Partners entities and 63,339 shares held of record by Bailey, and 6,666 Restricted Stock Units remaining from a 13,333-unit grant made on November 28, 2025 that vests in four equal quarterly installments beginning on February 28, 2026.
Insider Trade Summary
3,334 shares exercised/converted
Exercise
2 txns
Insider
Bailey Brian D.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 3,334 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 3,334 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Stock Units — 6,666 contracts (Direct);
Class A Common Stock — 72,089 shares (Indirect, See footnotes)
Footnotes (5)
- F1. Carmichael Bandwidth LLC is the managing member of each of Carmichael Partners, LLC ("CP"); Carmichael Investment Partners II, LLC ("CP II"); and Carmichael Investment Partners III, LLC ("CP III"). Brian D. Bailey and Kevin J. Martin are the managing partners of Carmichael Bandwidth LLC and CP and share voting and dispositive power with respect to the shares held by CP, CP II and CP III. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
- F2. Following the transactions reported herein, consists of 8,750 shares of Class A Common Stock held by CP and 63,339 shares of Class A Common Stock held of record by Brian D. Bailey.
- F3. Pursuant to an agreement between Mr. Bailey and CP, CP is entitled to all economic benefit with respect to 7,234 shares held by Mr. Bailey.
- F4. Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock.
- F5. On November 28, 2025, the Reporting Person was granted 13,333 Restricted Stock Units, which vest in four equal quarterly installments beginning on February 28, 2026.
Key Figures
RSUs converted: 3,334 units
Shares after transaction: 72,089 shares
Shares via Carmichael Partners: 8,750 shares
+4 more
7 metrics
RSUs converted
3,334 units
Restricted Stock Units converted into Class A Common Stock on May 28, 2026
Shares after transaction
72,089 shares
Class A Common Stock holdings following reported transactions
Shares via Carmichael Partners
8,750 shares
Class A Common Stock held by Carmichael Partners entity after transactions
Shares held of record by Bailey
63,339 shares
Class A Common Stock directly of record by Brian D. Bailey
Economic benefit to Carmichael Partners
7,234 shares
Shares where Carmichael Partners is entitled to all economic benefit
RSU grant size
13,333 units
Restricted Stock Units granted on November 28, 2025
Remaining RSUs
6,666 units
Restricted Stock Units reported as remaining after the May 28, 2026 conversion
Key Terms
Restricted Stock Unit, derivative security, dispositive power, pecuniary interest, +1 more
5 terms
Restricted Stock Unit financial
"Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
derivative security financial
"transaction_code_description: Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
dispositive power financial
"share voting and dispositive power with respect to the shares held by CP, CP II and CP III."
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
pecuniary interest financial
"disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein."
Class A Common Stock financial
"Following the transactions reported herein, consists of 8,750 shares of Class A Common Stock held by CP and 63,339 shares of Class A Common Stock held of record by Brian D. Bailey."
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Bandwidth (BAND) director Brian D. Bailey report?
Brian D. Bailey reported a routine equity award vesting. On May 28, 2026, 3,334 Restricted Stock Units converted into 3,334 shares of Bandwidth Class A Common Stock, with no open-market sale disclosed in this filing.
What are the details of Brian D. Bailey’s Restricted Stock Units at Bandwidth (BAND)?
Bailey was granted 13,333 Restricted Stock Units on November 28, 2025. They vest in four equal quarterly installments beginning February 28, 2026, and each Restricted Stock Unit represents a contingent right to receive one share of Class A Common Stock.
How are Carmichael Partners entities involved in Brian D. Bailey’s Bandwidth (BAND) holdings?
Carmichael Bandwidth LLC manages Carmichael Partners entities that hold Bandwidth shares. Bailey and Kevin J. Martin share voting and dispositive power over these holdings, while Bailey disclaims beneficial ownership except to the extent of his pecuniary interest.
AI-generated analysis. How Rhea-AI works. Not financial advice.
