BAND Insider Filing: Bottorff RSU Vesting and Weighted Average Sale $15.09
Rhea-AI Filing Summary
Rebecca Bottorff, Chief People Officer and Director of Bandwidth Inc. (BAND), reported restricted stock unit vesting and related tax-share sales. On August 28, 2025, multiple grants of Restricted Stock Units vested, producing issuances of Class A common stock recorded as acquisitions at $0 per share for accounting purposes. To cover tax withholding, 2,257 shares were sold on August 29, 2025, in multiple transactions at a weighted average price of $15.0851 per share, with sale prices ranging from $14.87 to $15.1947. Following these transactions, Bottorff beneficially owned 42,706 shares of Class A common stock. The Form 4 was executed by an attorney-in-fact on September 2, 2025.
Positive
- Transparent disclosure of weighted-average sale price and price range for the tax-related share sale
- Use of a Rule 10b5-1 plan indicates the sale was pre-planned for tax withholding rather than opportunistic trading
- Detailed vesting history for RSU grants (dates and schedules) is provided, improving clarity on compensation timing
Negative
- None.
Insights
TL;DR: Routine equity compensation vesting with tax-related share disposition; not a signal of transactional trading activity.
This Form 4 documents standard RSU vesting events across multiple prior grants and an associated sale to satisfy tax obligations under a pre-existing 10b5-1 instruction. The transactions are recorded as acquisitions of shares at $0 reflecting issuance on vesting and a subsequent small disposition to cover taxes. The report provides transparent price range disclosure and an undertaking to provide detailed sale-level data on request, which supports compliance and governance transparency.
TL;DR: Insider ownership change is minor relative to public float and reflects compensation mechanics, not active disposition for liquidity.
The filings show vesting from grants dated November 28, 2022, August 28, 2023, and November 28, 2023, with staggered vesting schedules. The sale of 2,257 shares to cover taxes occurred under a Rule 10b5-1 instruction adopted March 7, 2023, indicating pre-planned tax withholding actions rather than opportunistic trading. The Form discloses weighted average sale price and remaining beneficial holdings, enabling investors to update insider ownership figures accurately.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 2,257 | $15.0851 | $34K |
| Exercise | Restricted Stock Units | 2,259 | $0.00 | -- |
| Exercise | Restricted Stock Units | 1,487 | $0.00 | -- |
| Exercise | Restricted Stock Units | 4,121 | $0.00 | -- |
| Exercise | Class A Common Stock | 2,259 | $0.00 | -- |
| Exercise | Class A Common Stock | 1,487 | $0.00 | -- |
| Exercise | Class A Common Stock | 4,121 | $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 7, 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 27,110 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 August 28, 2023, the Reporting Person was granted 17,844 Restricted Stock Units, one third of which vested on the first anniversary of the date of grant and the remaining shares vest in eight quarterly installments beginning on November 28, 2024. On November 28, 2023, the Reporting Person was granted 49,451 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.
