Banzai International Inc.

06/09/2026 | Press release | Distributed by Public on 06/09/2026 18:24

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
CP BF Lending, LLC
2. Issuer Name and Ticker or Trading Symbol
Banzai International, Inc. [BNZI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1910 FAIRVIEW AVE E, SUITE 300
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026
(Street)
SEATTLE, WA 98102
4. If Amendment, Date 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
(City) (State) (Zip)
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 06/05/2026 C 30,705 A $5.6953(1) 30,709(2)(3) D
Class A Common Stock 06/05/2026 S 30,705 D $5.995(1) 4(2)(3) D
Class A Common Stock 06/05/2026 C 5,079 A $4.3833(1) 5,083(2)(3) D
Class A Common Stock 06/05/2026 S 5,079 D $4.614(1) 4(2)(3) D
Class A Common Stock 06/05/2026 C 76,042 A $4.9295(1) 76,046(2)(3) D
Class A Common Stock 06/05/2026 S 76,042 D $5.1889(1) 4(2)(3) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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
Convertible Note $5.6953(2) 06/05/2026 C 30,705 10/10/2024 02/19/2027(3) Class A Common Stock 30,705 $ 0 1,160,830(1)(2) D
Convertible Note $4.3833(2) 06/05/2026 C 5,079 10/10/2024 02/19/2027(3) Class A Common Stock 5,079 $ 0 1,155,751(1)(2) D
Convertible Note $4.9295(2) 06/05/2026 C 76,042 10/10/2024 02/19/2027(3) Class A Common Stock 76,042 $ 0 1,079,709(1)(2) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CP BF Lending, LLC
1910 FAIRVIEW AVE E
SUITE 300
SEATTLE, WA 98102
X

Signatures

CP BF Lending, LLC, By /s/Alan Spragins, Authorized Signatory 06/09/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The conversion price was proportionately adjusted to reflect the Reverse Split effective at the close of business on May 8, 2026, resulting in proportionate adjustments to the number of shares beneficially owned by the Reporting Person. Accordingly, the securities reported herein have been adjusted to reflect the Reverse Split. As of May 14, 2026, there was an aggregate of $5,361,910 outstanding under the convertible note.
(2) On May 15, 2026, the Issuer and the Reporting Person agreed to amend the convertible note to, among other things, reduce the floor price applicable to the conversion price under the convertible note from $50.00 (as adjusted for the Reverse Split) to $4.50 (on a post-Reverse Split basis). The conversion price remains equal to 95% of the price of the Class A common stock on the trading day immediately preceding delivery of any conversion notice, subject to the floor price, as amended.
(3) The maturity date of the convertible note will be February 19, 2027 or, if earlier, the date on which the consolidated convertible loan becomes due and payable pursuant to the terms of the convertible note or any other loan document.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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