SEC Form 4 · accession 0001575505-26-000007
Bandwidth Inc. · BAND
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian D. Bailey
Director
Period of report
Aug 28, 2026
Accepted (ET)
Sep 1, 2026 · 4:17 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001514416
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3 | Aug 28, 2026 | M | 3,333 | $0.00 | A | 75,422 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F5 | — | Aug 28, 2026 | M | 3,333 | D | — | — | Class A Common Stock | 3,333 | 3,333 | D |
Explanation of responses
- F1Carmichael 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.
- F2Following 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.
- F3Pursuant 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.
- F4Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock.
- F5On 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.