BAND Form 4: Director converts 2,025 RSUs to Class A shares; ownership details
Rhea-AI Filing Summary
Brian D. Bailey, a director of Bandwidth Inc. (BAND), reported receipt of 2,025 Restricted Stock Units that converted to 2,025 shares of Class A common stock on 08/28/2025 at a $0 price. After the reported transaction, the filing shows beneficial ownership of 66,431 Class A shares held indirectly through Carmichael entities and directly. The filing explains that Carmichael Bandwidth LLC manages the Carmichael entities and that certain economic benefits for 7,234 shares are payable to Carmichael Partners LLC. The Form 4 was signed on 09/02/2025.
Positive
- 2,025 Restricted Stock Units vested and were converted to Class A shares, increasing insider alignment with shareholders
Negative
- None.
Insights
TL;DR: Routine insider vesting increased reported beneficial ownership; no cash consideration paid and no sale or purchase from market.
The reported transaction is a standard conversion of 2,025 RSUs into Class A shares at no purchase price, reflecting equity compensation vesting rather than an open-market trade. The increase in reported beneficial ownership to 66,431 shares consolidates holdings across managed Carmichael entities and direct ownership. For investors, this is informational about insider compensation and ownership alignment but does not represent liquidity events or change in control.
TL;DR: Disclosure details indirect ownership and economic allocation among affiliated entities, showing reasonable transparency.
The Form 4 appropriately discloses indirect ownership through Carmichael Investment Partners and related entities and specifies an agreement allocating economic benefits for 7,234 shares to Carmichael Partners LLC. The filing clarifies voting/dispositive authority shared by managing partners and includes required signature. This satisfies standard Section 16 reporting practices; no governance red flags are evident in the text provided.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 2,025 | $0.00 | -- |
| Exercise | Class A Common Stock | 2,025 | $0.00 | -- |
Footnotes (1)
- Carmichael Bandwidth LLC is the managing member of each of the Carmichael Entities (as defined below in footnote 2). Brian D. Bailey and Kevin J. Martin are the managing partners of Carmichael Bandwidth LLC and Carmichael Partners LLC and share voting and dispositive power with respect to the shares held by the Carmichael Entities (as defined below in footnote 2) and Carmichael Partners LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. Following the transactions reported herein, consists of (i) 1,517 shares of Class A Common Stock held by Carmichael Investment Partners, LLC; (ii) 8,750 shares of Class A Common Stock held by Carmichael Partners, LLC ("CP"); (iii) 908 shares of Class A Common Stock held by Carmichael Investment Partners II, LLC ("CIP II"); (iv) 608 shares of Class A Common Stock held by Carmichael Investment Partners III, LLC ("CIP III" and, together with CP and CIP II, the "Carmichael Entities") and (v) 54,648 shares of Class A Common Stock held of record by Brian D. Bailey. Pursuant to an agreement between Mr. Bailey and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefit with respect to 7,234 shares held by Mr. Bailey. Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock. On November 28, 2024, the Reporting Person was granted 8,098 Restricted Stock Units, which vest in four equal quarterly installments beginning on February 28, 2025.
