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Banzai International, Inc. files Post-Effective Amendment No. 2 to its Form S-1 to register 2,076,842 shares of Class A Common Stock underlying convertible notes for resale by selling securityholders. The company states it will receive no proceeds from these resales and that the registration reflects selling holders' registration rights.
The prospectus discloses operating losses of $18.5 million in 2025 and $13.5 million in 2024, a going-concern uncertainty disclosed by management and auditors, various financings and conversions through early 2026, and recent acquisitions and contemplated transactions disclosed as developments.
Banzai International, Inc. is asking stockholders to approve a reverse stock split of its Class A and Class B common stock at a ratio of up to 1-for-20, with the final ratio and timing left to the Board’s discretion and the ability to abandon the change.
As of the April 6, 2026 record date, Banzai had 17,393,826 Class A and 677,118 Class B shares outstanding, with Class A carrying one vote per share and Class B ten votes. For illustration, a 1-for-20 split would reduce these to approximately 869,692 Class A and 33,856 Class B shares.
The Board states its primary goal is to increase the trading price of Class A shares and help maintain Nasdaq Capital Market listing, while noting the split could reduce liquidity and create odd-lot holdings. A second proposal would allow adjournment of the special meeting to solicit additional proxies if needed.
Banzai International, Inc. chief executive officer Joe Davy filed a Schedule 13D reporting beneficial ownership of 677,118 shares of Class B Common Stock, representing 100% of that class. Each Class B share carries ten votes, giving him significant voting control.
On April 6, 2026, he received 446,004 Class B shares as equity compensation. This included 297,336 shares for a performance-based stock grant valued at $250,000, tied to a $15,000,000 market capitalization benchmark, and 148,668 shares issued instead of a $125,000 cash bonus, both priced at $0.841 per share.
Davy Joseph P. reported acquisition or exercise transactions in this Form 4 filing.
Banzai International, Inc. reported that Chief Executive Officer Davy Joseph P. received a grant of 446,004 shares of Class B Common Stock as equity compensation. The award was approved by the board under an addendum to an executive compensation decision. Following this grant, he directly holds 677,118 Class B shares. The shares were issued at a stated price of $0.00 per share, reflecting a non-cash compensation award rather than a market purchase.
Banzai International, Inc. filed Post-Effective Amendment No. 1 to its Form S-1 to register for resale up to 2,076,842 shares of Class A Common Stock issuable upon conversion of certain convertible notes. The prospectus states the company will receive no proceeds from sales by the selling securityholders.
The company discloses significant financing activity through convertible note issuances, conversions, ATM sales and SEPA transactions, and reports operating losses of $18.5 million in 2025 and $13.5 million in 2024. Management and auditors included a going concern discussion in the 2025 Annual Report.
Banzai International, Inc. files Post-Effective Amendment No. 2 to its Form S-1 to register up to 25,000,000 shares of Class A Common Stock for resale by a selling securityholder; the Company will not receive proceeds from these resales.
The amendment incorporates the Company’s 2025 Annual Report and refreshes information about the SEPA facility and prior SEPA registrations. The prospectus discloses operating losses of $18.5 million in 2025 and $13.5 million in 2024 and notes auditor and management substantial doubt about going concern. Shares outstanding were 18,077,720 as of April 3, 2026.
Banzai International, Inc. is asking stockholders to approve a reverse stock split of its Class A and Class B common stock at a ratio of up to 1-for-20 and a proposal to permit adjournment to solicit additional proxies. The special meeting is scheduled virtually for April 28, 2026 with a record date of April 6, 2026. If approved, the Board may implement the reverse split any time before the one-year anniversary of the meeting; the Board may also abandon or delay the amendment at its discretion. The split will not change authorized shares and fractional results will be rounded up to whole shares as described in the proposed amendment.
Banzai International, Inc. files its annual report outlining a SaaS-based MarTech business built around webinar, video, outreach and newsletter tools such as Demio, OpenReel, Vidello, Boost, Reach and Curate. The company focuses on B2B marketing customers across 90 countries and grows through subscriptions and acquisitions.
Banzai reports significant operating losses of $18.5 million in 2025 and $13.5 million in 2024 and discloses “substantial doubt” about its ability to continue as a going concern, noting it may need additional capital. It highlights recent acquisitions, reverse stock splits to maintain Nasdaq listing, and a non‑binding deal to acquire ConnectAndSell assets, expected to add about $15 million of annual revenue.
Banzai International, Inc. disclosed the initial equity holdings of its Chief Financial Officer, Larry Dean Ditto Jr., in the form of restricted stock units (RSUs). The filing shows RSUs tied to 32,362 shares of Class A common stock and a separate RSU award tied to 136,646 shares.
Each RSU represents the right to receive one share of Class A common stock upon vesting. One RSU grant awarded on August 22, 2025 vests in equal quarterly installments over a year, and 16,181 of those RSUs have vested as of this filing. A second RSU grant awarded on January 1, 2026 also vests quarterly over a year, and none of those RSUs have vested yet.
Banzai International, Inc. ownership disclosure: CP BF Lending, LLC reports beneficial ownership of 2,682,074 shares of Class A Common Stock, representing 18.7% of the class based on January 14, 2026 outstanding shares.
The filing states 2,682,070 of these shares are issuable upon conversion of convertible notes maturing on February 19, 2027. The original conversion price was $3.89 per share and was amended on October 10, 2025 to equal 95% of the prior trading-day price with a floor of $2.50.