Director Brian D. Bailey gains Bandwidth (BAND) shares from RSU vesting

Rhea-AI Filing Summary

Bandwidth Inc. director Brian D. Bailey reported acquiring shares through the exercise and conversion of Restricted Stock Units on February 28, 2026. A block of 3,333 Restricted Stock Units converted into 3,333 shares of Class A Common Stock at a stated price of $0.0000 per share, reflecting a non‑cash equity award rather than an open‑market purchase.

Following these transactions, Bailey is reported as holding 8,750 shares of Class A Common Stock through Carmichael Partners, LLC and 60,005 shares of Class A Common Stock of record in his own name. Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Class A Common Stock. The Form 4 also notes that on November 28, 2025, Bailey was granted 13,333 Restricted Stock Units that vest in four equal quarterly installments beginning on February 28, 2026, indicating this is the first vesting tranche from that award.

Insider Trade Summary

3,333 shares exercised/converted

Mixed 2 txns

Insider Bailey Brian D.

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,333	$0.00	--
Exercise	Class A Common Stock	3,333	$0.00	--

Holdings After Transaction: Restricted Stock Units — 10,000 shares (Direct); Class A Common Stock — 68,755 shares (Indirect, See footnotes)

Footnotes (1)

1. Carmichael Bandwidth LLC is the managing member of each of Carmichael Partners, LLC ("CP"); Carmichael Investment Partners II, LLC ("CP II"); and Carmichael Investment Partners III, LLC ("CP III"). 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 CP, CP II and CP III. 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 8,750 shares of Class A Common Stock held by Carmichael Partners, LLC and 60,005 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, 2025, the Reporting Person was granted 13,333 Restricted Stock Units, which vest in four equal quarterly installments beginning on February 28, 2026.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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)
02/28/2026

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	02/28/2026		M		3,333	A	$0	68,755	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)	02/28/2026		M			3,333	(5)	(5)	Class A Common Stock	3,333	$0	10,000	D

Explanation of Responses:

1. Carmichael Bandwidth LLC is the managing member of each of Carmichael Partners, LLC ("CP"); Carmichael Investment Partners II, LLC ("CP II"); and Carmichael Investment Partners III, LLC ("CP III"). 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 CP, CP II and CP III. 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 8,750 shares of Class A Common Stock held by Carmichael Partners, LLC and 60,005 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, 2025, the Reporting Person was granted 13,333 Restricted Stock Units, which vest in four equal quarterly installments beginning on February 28, 2026.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Brian D. Bailey	03/02/2026
	** 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 insider transaction did Brian D. Bailey report at Bandwidth (BAND)?

Brian D. Bailey reported acquiring Bandwidth equity through the exercise and conversion of 3,333 Restricted Stock Units into 3,333 Class A Common shares on February 28, 2026. The transaction reflects vesting of previously granted RSUs rather than an open‑market stock purchase or sale.

How many Bandwidth shares did Brian D. Bailey receive from RSU vesting?

Bailey received 3,333 Bandwidth Class A Common shares upon conversion of 3,333 Restricted Stock Units on February 28, 2026. Each Restricted Stock Unit represents a contingent right to receive one share, so the RSU vesting translated one‑for‑one into newly issued Class A Common stock.

How are Brian D. Bailey’s Bandwidth (BAND) shares held after this Form 4?

After the reported transactions, Bailey is shown holding 8,750 Bandwidth Class A Common shares through Carmichael Partners, LLC and 60,005 shares of record in his own name. The filing explains that he shares voting and dispositive power over shares held by affiliated Carmichael entities.

What are the terms of Brian D. Bailey’s Bandwidth RSU grant?

On November 28, 2025, Bailey was granted 13,333 Restricted Stock Units that vest in four equal quarterly installments starting February 28, 2026. Each unit represents a contingent right to receive one Bandwidth Class A Common share as the vesting schedule progresses over the four quarters.

Does Carmichael Partners LLC have economic rights in Bailey’s Bandwidth shares?

Yes. A footnote states Carmichael Partners LLC is entitled to all economic benefit with respect to 7,234 Bandwidth Class A shares held by Bailey. The filing explains that Carmichael entities and Bailey share voting and dispositive power over shares held by Carmichael Partners and related entities.

What does each Bandwidth Restricted Stock Unit represent for Brian D. Bailey?

Each Restricted Stock Unit represents a contingent right for Bailey to receive one share of Bandwidth Inc. Class A Common Stock upon vesting. As units vest according to the grant schedule, they convert into Class A shares, as seen with the 3,333 units vesting on February 28, 2026.