Bandwidth (BAND) COO sells 1,745 shares at $15.0851 after RSU vesting
Rhea-AI Filing Summary
Devesh Agarwal, Chief Operating Officer of Bandwidth Inc. (BAND), reported equity activity related to vested Restricted Stock Units and a small open-market sale for tax withholding. On 08/28/2025 he had 2,153 and 3,928 Class A shares recorded as acquired (vested) from RSUs, bringing incremental holdings; those RSUs correspond to grants made on 11/28/2022 and 11/28/2023 with time-based vesting schedules. On 08/29/2025 he sold 1,745 shares at a weighted-average price of $15.0851 to cover taxes pursuant to a Rule 10b5-1 instruction adopted 03/03/2023. Following the reported transactions, the filing shows 67,263 Class A shares beneficially owned.
Positive
- None.
Negative
- None.
Insights
TL;DR: Routine insider vesting and a tax-motivated sale under a 10b5-1 plan; no unexpected dilution or major disposition.
The Form 4 shows time-based Restricted Stock Units vesting and a contemporaneous small sale of 1,745 shares to cover tax obligations, executed under a pre-existing Rule 10b5-1 instruction. The weighted-average sale price was $15.0851 and the transactions do not indicate any additional cash compensation or new grants beyond the vested RSUs disclosed. For investors, this is typical insider activity tied to compensation mechanics rather than strategic share disposals.
TL;DR: Governance practices observed: use of 10b5-1 plan and attorney-in-fact signature for filing, consistent with compliance norms.
The filing documents use of a Rule 10b5-1 instruction letter adopted 03/03/2023 to manage tax-related sales at vesting, which supports an affirmative defense to insider trading claims. The signature by an Attorney-in-Fact and the explicit sale-range disclosure for the weighted-average price demonstrate transparent compliance with Section 16 reporting requirements.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 1,745 | $15.0851 | $26K |
| Exercise | Restricted Stock Units | 2,153 | $0.00 | -- |
| Exercise | Restricted Stock Units | 3,928 | $0.00 | -- |
| Exercise | Class A Common Stock | 2,153 | $0.00 | -- |
| Exercise | Class A Common Stock | 3,928 | $0.00 | -- |
Footnotes (1)
- Reflects shares sold to cover taxes upon the vesting of Restricted Stock Units on August 28, 2025, pursuant to a Rule 10b5-1 instruction letter adopted by the Reporting Person on March 3, 2023 related solely to tax obligations associated with awards received in connection with Bandwidth Inc. (the "Company") equity compensation programs. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.87 to $15.1947. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock. On November 28, 2022, the Reporting Person was granted 25,837 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, 2024. On November 28, 2023, the Reporting Person was granted 47,127 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, 2025.
