Banzai International (BNZI) 10% holder sells 111,826 shares after note conversion
Rhea-AI Filing Summary
CP BF Lending, LLC, a 10% owner of Banzai International, Inc., reported a sequence of conversions and sales of Class A Common Stock on June 5, 2026. The entity converted a total of 111,826 shares from a convertible note and sold the same number of shares in open‑market transactions at prices including $5.1889, $4.6140, and $5.9950 per share, leaving direct ownership of 4 shares.
Footnotes state that the convertible note terms were adjusted for a Reverse Split effective May 8, 2026 and that, as of May 14, 2026, $5,361,910 remained outstanding under the note. On May 15, 2026, the issuer and CP BF Lending amended the note to reduce the floor price for conversions from $50.00 to $4.50 per share, with the conversion price set at 95% of the Class A common stock price on the trading day before each conversion notice, subject to this floor. The note’s maturity date is February 19, 2027, or earlier if it becomes due under its terms.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise and Sale: 111,826 shares ($30K approx. pre-tax spread)
Exercise and Sale
9 txns
Insider
CP BF Lending, LLC
Role
10% Owner
Sold
111,826 shs ($602K)
Approx. gross sale proceeds
$602K
Approx. exercise cost
$572K
Approx. pre-tax spread
$30K
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Convertible Note | 30,705 | $0.00 | $0.00 |
| Conversion | Convertible Note | 5,079 | $0.00 | $0.00 |
| Conversion | Convertible Note | 76,042 | $0.00 | $0.00 |
| Conversion | Class A Common Stock | 30,705 | $5.6953 | $175K |
| Sale | Class A Common Stock | 30,705 | $5.995 | $184K |
| Conversion | Class A Common Stock | 5,079 | $4.3833 | $22K |
| Sale | Class A Common Stock | 5,079 | $4.614 | $23K |
| Conversion | Class A Common Stock | 76,042 | $4.9295 | $375K |
| Sale | Class A Common Stock | 76,042 | $5.1889 | $395K |
Holdings After Transaction:
Convertible Note — 3,396,290 shares (Direct);
Class A Common Stock — 4 shares (Direct)
Footnotes (3)
- F1. 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.
- F2. 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.
- F3. 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.
Key Figures
Shares sold: 111,826 shares
Sale price 1: $5.1889 per share
Sale price 2: $4.6140 per share
+5 more
8 metrics
Shares sold
111,826 shares
Total Class A Common Stock sold on June 5, 2026
Sale price 1
$5.1889 per share
Open-market sale price for 76,042 shares
Sale price 2
$4.6140 per share
Open-market sale price for 5,079 shares
Sale price 3
$5.9950 per share
Open-market sale price for 30,705 shares
Outstanding note balance
$5,361,910
Convertible note outstanding as of May 14, 2026
Floor price (amended)
$4.50 per share
Minimum conversion price after May 15, 2026 amendment
Previous floor price
$50.00 per share
Original floor price before amendment, adjusted for Reverse Split
Conversion discount
95% of prior-day price
Conversion price set at 95% of Class A share price
Key Terms
Reverse Split, convertible note, floor price, conversion price, +2 more
6 terms
Reverse Split financial
"The conversion price was proportionately adjusted to reflect the Reverse Split effective at the close of business on May 8, 2026"
A reverse split is when a company reduces the number of its outstanding shares by combining several existing shares into one new share, so the price per share rises proportionally while the company’s overall value stays the same. Investors care because it can make a stock appear more respectable or meet exchange rules — like turning many small coins into a single larger bill — but it can also signal financial trouble and often affects trading liquidity and investor perception.
convertible note financial
"As of May 14, 2026, there was an aggregate of $5,361,910 outstanding under the convertible note"
A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.
floor price financial
"reduce the floor price applicable to the conversion price under the convertible note from $50.00 ... to $4.50"
The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.
conversion price financial
"The conversion price remains equal to 95% of the price of the Class A common stock"
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
maturity date financial
"The maturity date of the convertible note will be February 19, 2027"
The maturity date is the specific day when a loan, bond, or investment reaches its full term and the borrower must repay the borrowed amount in full. It is important for investors because it indicates when they will receive their initial money back and can plan their future financial steps accordingly. Think of it as the due date for a loan or the day a gift card or coupon expires.
Class A Common Stock financial
"The conversion price remains equal to 95% of the price of the Class A common stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
FAQ
What did CP BF Lending, LLC report in its Form 4 for BNZI?
CP BF Lending, LLC reported converting a convertible note into 111,826 BNZI Class A Common shares and selling the same number in open-market transactions on June 5, 2026, leaving direct ownership of 4 shares.
What are the key terms of CP BF Lending’s convertible note with BNZI?
The convertible note’s price equals 95% of BNZI’s Class A common stock price on the trading day before a conversion notice, subject to a $4.50 floor, with a stated maturity date of February 19, 2027, or earlier if it becomes due under its terms.
How did the Reverse Split affect CP BF Lending’s BNZI holdings?
Footnotes explain the conversion price and share amounts were proportionately adjusted for a Reverse Split effective May 8, 2026, which also adjusted the number of BNZI shares beneficially owned under CP BF Lending’s convertible note position.
How much remained outstanding under the BNZI convertible note held by CP BF Lending?
As of May 14, 2026, there was an aggregate of $5,361,910 outstanding under the BNZI convertible note held by CP BF Lending, after giving effect to the adjustments related to the company’s Reverse Split.
What change was made to the BNZI convertible note floor price?
On May 15, 2026, Banzai International and CP BF Lending amended the convertible note to reduce the floor price for conversions from $50.00, as adjusted for the Reverse Split, to $4.50 per share on a post‑Reverse Split basis.
AI-generated analysis. How Rhea-AI works. Not financial advice.
