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

Financial Analyst

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.

Corporate Governance Expert

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bailey Brian D.

(Last) (First) (Middle)

C/O CARMICHAEL INVESTMENT PARTNERS LLC

4725 PIEDMONT ROW DRIVE, SUITE 210

(Street)

CHARLOTTE NC 28210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bandwidth Inc. [ BAND ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/28/2025		M		2,025	A	$0	66,431	I	See footnotes(1)(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(4)	08/28/2025		M			2,025	(5)	(5)	Class A Common Stock	2,025	$0	2,024	D

Explanation of Responses:

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.

2. 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.

3. 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.

4. Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock.

5. 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.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Brian D. Bailey	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What shares did Brian D. Bailey report acquiring on Form 4 for BAND?

The Form 4 reports conversion of 2,025 Restricted Stock Units into 2,025 shares of Bandwidth Inc. Class A common stock on 08/28/2025 at a $0 price.

How many BAND shares does Brian D. Bailey beneficially own after the transaction?

The filing shows 66,431 Class A shares beneficially owned following the reported transaction, held directly and indirectly through Carmichael entities.

What entities hold BAND shares on behalf of the reporting person?

Shares are held by Carmichael Investment Partners, LLC, Carmichael Partners, LLC, Carmichael Investment Partners II, LLC, Carmichael Investment Partners III, LLC, and record ownership by Brian D. Bailey as detailed in the filing.

Were any shares sold or bought on the open market in this Form 4 for BAND?

No market purchase or sale is reported; the transaction code indicates conversion/vesting of RSUs into shares with a $0 price.

Does the filing disclose any transfer of economic benefits related to BAND shares?

Yes. Pursuant to an agreement, Carmichael Partners LLC is entitled to all economic benefit with respect to 7,234 shares held by Mr. Bailey, as disclosed in the footnotes.