Form 4: Bandwidth Director Bailey Reports Stock Transactions

Bandwidth Inc. Director Brian D. Bailey reported the exercise of restricted stock units and a new RSU grant, adjusting his beneficial ownership.

Summary

• Brian D. Bailey, a Director of Bandwidth Inc., reported changes in his beneficial ownership of Class A Common Stock.
• On November 28, 2025, Bailey acquired 2,024 shares of Class A Common Stock through the exercise of Restricted Stock Units (RSUs).
• These RSUs were part of a grant of 8,098 units on November 28, 2024, which vested in four equal quarterly installments beginning February 28, 2025.
• Concurrently, on November 28, 2025, Bailey was granted an additional 13,333 Restricted Stock Units.
• These new RSUs will vest in four equal quarterly installments beginning on February 28, 2026.
• Following these transactions, Bailey indirectly beneficially owns 65,422 shares of Class A Common Stock.
• This total includes 8,750 shares held by Carmichael Partners, LLC and 56,672 shares held directly by Brian D. Bailey.
• Carmichael Partners LLC is entitled to all economic benefit with respect to 7,234 shares held by Mr. Bailey.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to equity compensation, which is neutral in sentiment. It reflects ongoing director involvement and incentive alignment without indicating significant positive or negative operational or financial news.

Positives

• The grant of 13,333 new Restricted Stock Units indicates continued alignment of management incentives with shareholder interests.
• The exercise of 2,024 RSUs demonstrates a conversion of equity compensation into direct stock ownership.

Future Outlook

The newly granted 13,333 Restricted Stock Units will vest in four equal quarterly installments beginning on February 28, 2026, providing future equity compensation and continued incentive for the director.

Industry Context

This is a routine insider transaction filing (Form 4) and does not provide information directly related to broader industry trends or competitor performance. It reflects standard equity compensation practices for directors in publicly traded companies.

Related Party Transactions

• Carmichael Bandwidth LLC is the managing member of Carmichael Partners, LLC, Carmichael Investment Partners II, LLC, and Carmichael Investment Partners III, LLC.
• Brian D. Bailey is a managing partner of Carmichael Bandwidth LLC and Carmichael Partners LLC, sharing voting and dispositive power with respect to shares held by these entities.
• An agreement exists where Carmichael Partners LLC is entitled to all economic benefit with respect to 7,234 shares held by Mr. Bailey.

Stakeholder Impact

• Shareholders: Minor impact, as this is a routine insider transaction related to equity compensation. It indicates continued director involvement and incentive alignment.
• Employees: Not directly impacted by this specific director transaction.

Next Steps

• Continued vesting of the 13,333 Restricted Stock Units in four equal quarterly installments beginning February 28, 2026.

Key Dates

Keywords

Bandwidth Inc., BAND, Brian D. Bailey, Form 4, Insider Transaction, Restricted Stock Units, RSU, Stock Ownership, Director, Equity Compensation