Form 4: Bandwidth Director Converts RSUs to Common Stock

Bandwidth Inc. Director Brian D. Bailey converted 2,025 Restricted Stock Units into Class A Common Stock, increasing his total beneficial ownership to 66,431 shares.

Summary

• Director Brian D. Bailey converted 2,025 Restricted Stock Units (RSUs) into an equal number of Bandwidth Inc. Class A Common Stock shares.
• This transaction occurred on August 28, 2025, with a conversion price of $0 for the RSUs.
• Following this conversion, Mr. Bailey's total beneficial ownership of Class A Common Stock is 66,431 shares, which includes shares held by various Carmichael entities and 54,648 shares held of record by Mr. Bailey himself.
• He now directly holds 2,024 Restricted Stock Units.
• The 66,431 shares are beneficially owned indirectly through Carmichael Investment Partners, LLC (1,517 shares), Carmichael Partners, LLC (8,750 shares), Carmichael Investment Partners II, LLC (908 shares), Carmichael Investment Partners III, LLC (608 shares), and 54,648 shares held of record 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 a routine RSU conversion, which is a standard compensation event and does not inherently indicate a significant positive or negative shift in company prospects. It's a neutral event.

Positives

• The conversion of Restricted Stock Units into common stock is a standard component of executive compensation, aligning the director's long-term interests with those of shareholders.
• The transaction represents a vesting event, indicating the fulfillment of performance or time-based conditions for the granted RSUs.

Future Outlook

NA

Management Comments

• The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

Industry Context

NA

Related Party Transactions

• Brian D. Bailey, as a managing partner of Carmichael Bandwidth LLC and Carmichael Partners LLC, shares voting and dispositive power over shares held by Carmichael Investment Partners, LLC (1,517 shares), Carmichael Partners, LLC (8,750 shares), Carmichael Investment Partners II, LLC (908 shares), and Carmichael Investment Partners III, LLC (608 shares).
• Carmichael Partners LLC is entitled to all economic benefit with respect to 7,234 shares held of record by Mr. Bailey.

Stakeholder Impact

• Shareholders: The conversion increases the number of outstanding shares by a small, pre-planned amount. It also reinforces the alignment of the director's financial interests with those of the company's shareholders through increased common stock ownership.

Next Steps

• Remaining 2,024 Restricted Stock Units held by Brian D. Bailey are subject to future vesting.
• Future quarterly vesting installments for the 8,098 RSUs granted on November 28, 2024, will continue after February 28, 2025.

Key Dates

Recommendation

This Form 4 filing details a routine RSU conversion by a director, which is a standard compensation event and does not provide new material information to warrant a change in investment thesis. It reflects an expected transaction rather than a strategic move or a significant change in the company's financial health or outlook. Therefore, a 'hold' recommendation is appropriate as there's no new information to suggest buying or selling based solely on this filing.

Keywords

Bandwidth Inc., BAND, Brian D. Bailey, Director, Restricted Stock Units, RSU conversion, Class A Common Stock, Insider Transaction, SEC Form 4, Beneficial Ownership