BAND Form 4: COO Agarwal vests 7,370 RSUs, sells 2,132 to cover taxes
Rhea-AI Filing Summary
Bandwidth Inc. Chief Operating Officer Devesh Agarwal had 7,370 Restricted Stock Units vest on 08/08/2025, each representing a right to one share of Class A common stock. Those vested RSUs were converted into shares and, under a preexisting Rule 10b5-1 instruction adopted on 03/03/2023, 2,132 shares were sold on 08/11/2025 to cover tax obligations at a weighted average price of $13.3007 (individual sale prices ranged from $13.21 to $13.39).
Following these transactions the reporting person beneficially owned 62,927 shares of Class A common stock. The underlying RSU grant dated 08/08/2022 comprised 29,481 units that vest in four equal annual installments beginning on 08/08/2023. The filings were executed by an attorney-in-fact and are limited to tax-withholding and vesting-related activity disclosed on the Form 4.
Positive
- 7,370 RSUs vested, aligning the COO's compensation with shareholder equity through additional Class A shares.
- Share sale was executed under a documented Rule 10b5-1 instruction adopted on 03/03/2023, indicating preplanned, compliant handling of tax withholding.
Negative
- Reporting person sold 2,132 shares on 08/11/2025, reducing beneficial ownership to 62,927 shares.
- Sale proceeds were at a weighted average price of $13.3007 (range $13.21–$13.39), indicating realized dispositions at modest price levels.
Insights
TL;DR: Routine vesting with a small sell-to-cover; no material change to insider stake reported.
The Form 4 shows that 7,370 RSUs vested for COO Devesh Agarwal on 08/08/2025, and 2,132 shares were sold three days later at a weighted average of $13.3007 to cover taxes under a Rule 10b5-1 plan. Beneficial ownership moved to 62,927 shares after the transactions. For most investors this is a routine administrative transaction tied to compensation rather than a discretionary disposition signaling a change in conviction.
TL;DR: Use of a documented 10b5-1 plan and attorney-in-fact signature reflects procedural compliance.
The filing documents a pre-established Rule 10b5-1 instruction adopted on 03/03/2023 specifically for tax obligations arising from equity awards. The sale to satisfy withholding was implemented pursuant to that plan and the Form 4 was signed by an attorney-in-fact, which is consistent with standard governance and insider trading controls. The activity aligns with compensation administration rather than active trading by the reporting person.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 2,132 | $13.3007 | $28K |
| Exercise | Restricted Stock Units | 7,370 | $0.00 | -- |
| Exercise | Class A Common Stock | 7,370 | $0.00 | -- |
Footnotes (1)
- Reflects shares sold to cover taxes upon the vesting of Restricted Stock Units on August 8, 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 $13.21 to $13.39. 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 August 8, 2022, the Reporting Person was granted 29,481 Restricted Stock Units, which vest in four equal annual installments beginning on August 8, 2023.
