SEC Form 4 · accession 0001911119-26-000002
Banzai International, Inc. · PARA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
CP BF Lending, LLC
10% Owner
Period of report
Jun 5, 2026
Accepted (ET)
Jun 9, 2026 · 8:24 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001826011
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 | Jun 5, 2026 | C | 30,705 | $5.6953 | A | 30,709 | D | |
| Class A Common StockF1,F2,F3 | Jun 5, 2026 | S | 30,705 | $5.995 | D | 4 | D | |
| Class A Common StockF1,F2,F3 | Jun 5, 2026 | C | 5,079 | $4.3833 | A | 5,083 | D | |
| Class A Common StockF1,F2,F3 | Jun 5, 2026 | S | 5,079 | $4.614 | D | 4 | D | |
| Class A Common StockF1,F2,F3 | Jun 5, 2026 | C | 76,042 | $4.9295 | A | 76,046 | D | |
| Class A Common StockF1,F2,F3 | Jun 5, 2026 | S | 76,042 | $5.1889 | D | 4 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible NoteF1,F2,F3 | $5.6953 | Jun 5, 2026 | C | 30,705 | D | Oct 10, 2024 | Feb 19, 2027 | Class A Common Stock | 30,705 | 1,160,830 | D |
| Convertible NoteF1,F2,F3 | $4.3833 | Jun 5, 2026 | C | 5,079 | D | Oct 10, 2024 | Feb 19, 2027 | Class A Common Stock | 5,079 | 1,155,751 | D |
| Convertible NoteF1,F2,F3 | $4.9295 | Jun 5, 2026 | C | 76,042 | D | Oct 10, 2024 | Feb 19, 2027 | Class A Common Stock | 76,042 | 1,079,709 | D |
Explanation of responses
- F1The 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.
- F2On 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.
- F3The 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.