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Bandwidth director gains 3,333 shares via RSUs

Bandwidth Inc. (BAND) director Brian D. Bailey reported the vesting and conversion of 3,333 Restricted Stock Units into 3,333 shares of Class A Common Stock on August 28, 2026, at a stated price of $0.00 per share.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Bandwidth Inc. (BAND) director Brian D. Bailey reported the vesting and conversion of 3,333 Restricted Stock Units into 3,333 shares of Class A Common Stock on August 28, 2026, at a stated price of $0.00 per share. Following the transaction, he reported 75,422 Class A shares held indirectly, including shares held through Carmichael-related entities. The RSUs derive from a 13,333-unit grant awarded on November 28, 2025, which vests in four equal quarterly installments beginning February 28, 2026, leaving additional units scheduled to vest.

Positive

  • None.

Negative

  • None.
Insider Bailey Brian D.
Role Director
Type Security Shares Price Value
Exercise Restricted Stock Units F4, F5 3,333 $0.00 $0.00
Exercise Class A Common Stock F1, F2, F3 3,333 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 3,333 contracts (Direct); Class A Common Stock — 75,422 shares (Indirect, See footnotes)
Footnotes (5)
  1. F1. 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 CP 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. F2. Following the transactions reported herein, consists of 8,750 shares of Class A Common Stock held by CP and 66,672 shares of Class A Common Stock held of record by Brian D. Bailey.
  3. F3. Pursuant to an agreement between Mr. Bailey and CP, CP is entitled to all economic benefit with respect to 7,234 shares held by Mr. Bailey.
  4. F4. Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock.
  5. F5. 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.
RSUs converted 3,333 Restricted Stock Units Vested and converted into Class A Common Stock on August 28, 2026
Shares acquired 3,333 shares of Class A Common Stock Received upon RSU conversion on August 28, 2026
Total Class A shares after transaction 75,422 shares Indirect holdings of Class A Common Stock reported following the transaction
RSU grant size 13,333 Restricted Stock Units Grant to Brian D. Bailey on November 28, 2025
Carmichael Partners LLC holdings 8,750 shares of Class A Common Stock Shares held by Carmichael Partners, LLC after the reported transactions
Shares held of record by Bailey 66,672 shares of Class A Common Stock Class A shares held of record by Brian D. Bailey after the transactions
Shares with economic benefit to CP 7,234 shares CP is entitled to all economic benefit with respect to these shares held by Bailey
Restricted Stock Units financial
"Each Restricted Stock Unit represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Class A Common Stock financial
"one share of Bandwidth Inc. Class A Common Stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
indirect holdings financial
"total_shares_following_transaction": "75422.0000","direct_or_indirect": "I""
pecuniary interest financial
"disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest"
voting and dispositive power financial
"share voting and dispositive power with respect to the shares held by CP, CP II and CP III"

FAQ

What did BAND director Brian D. Bailey report on this Form 4?
He reported the vesting and conversion of 3,333 Restricted Stock Units into 3,333 shares of Bandwidth Inc. Class A Common Stock on August 28, 2026, and updated his indirect holdings to 75,422 Class A shares.

How many Bandwidth Inc. (BAND) RSUs did Brian D. Bailey have in the November 2025 grant?
Brian D. Bailey was granted 13,333 Restricted Stock Units on November 28, 2025. These units vest in four equal quarterly installments beginning on February 28, 2026.

What are Brian D. Bailey’s reported Bandwidth Inc. (BAND) Class A holdings after the transaction?
After the reported transactions, holdings consist of 8,750 shares of Class A Common Stock held by Carmichael Partners, LLC and 66,672 shares held of record by Brian D. Bailey, totaling 75,422 shares of Class A Common Stock.

How are the Bandwidth Inc. (BAND) RSUs structured for Brian D. Bailey?
Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock. The 13,333-unit grant vests in four equal quarterly installments starting February 28, 2026.

What economic arrangements affect Brian D. Bailey’s BAND share holdings?
Pursuant to an agreement between Brian D. Bailey and Carmichael Partners, LLC, CP is entitled to all economic benefit with respect to 7,234 shares held by Mr. Bailey, and he disclaims beneficial ownership except to the extent of his pecuniary interest.

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SEC Form 4
FORM 4UNITED 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
Estimated average burden
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 NORTH CAROLINA 28210
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Bandwidth Inc. [ BAND ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/28/2026M3,333A$075,422ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(4)08/28/2026M3,333 (5) (5)Class A Common Stock3,333$03,333D
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 CP 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 CP and 66,672 shares of Class A Common Stock held of record by Brian D. Bailey.
3. Pursuant to an agreement between Mr. Bailey and CP, CP 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. Bailey09/01/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR