[Form 4] Banzai International, Inc. Insider Trading Activity
Rhea-AI Filing Summary
Banzai International (BNZI): Form 4 insider activity — CP BF Lending, LLC and Brad Shain reported a note conversion and same‑day sale. A convertible note was converted into 62,700 shares of Class A common stock on 11/06/2025, then 62,700 shares were sold at a weighted average price of $2.8056 per share.
Following these transactions, the filing shows 4 shares of Class A common stock beneficially owned directly. The derivative table lists 2,682,070 derivative securities beneficially owned following the reported transaction.
Footnotes add context: a 1‑for‑10 reverse split occurred on July 8, 2025; on October 10, 2025, the convertible note’s conversion price was amended to 95% of the prior trading day’s share price, subject to a $2.50 floor; the note’s maturity date is February 19, 2027.
Positive
- None.
Negative
- None.
Insights
Administrative insider activity with mechanical conversion and sale.
The filing records a conversion of a convertible note into 62,700 BNZI Class A shares at a weighted average price tied to market trades, followed by a sale of the same 62,700 shares at a weighted average of $2.8056. Post‑trade, direct non‑derivative holdings are reported as 4 shares, while derivative securities beneficially owned are listed as 2,682,070.
The note terms were amended on October 10, 2025 to set the conversion price at 95% of the prior trading day’s price, with a $2.50 floor, and a maturity of February 19, 2027. The July 8, 2025 1‑for‑10 reverse split adjusted reported amounts.
This is routine reporting of insider activity. Actual market impact depends on future holder decisions under the amended conversion mechanics; timing is not stated in the excerpt.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Convertible Note | 62,700 | $0.00 | -- |
| Conversion | Class A Common Stock | 62,700 | $2.8056 | $176K |
| Sale | Class A Common Stock | 62,700 | $2.8056 | $176K |
Footnotes (1)
- The price reported is the weighted average price of multiple trades at prices ranging from $2.5095 to $2.8916 per share, inclusive. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the reported range. The convertible note converted at the same prices as these trades. Brad Shain may be deemed to have beneficial ownership of the shares held directly by CP BF Lending, LLC. Mr. Shain disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or any other purpose. On July 8, 2025, the Issuer effectuated a 1-for-10 reverse split of the Issuer's Class A common stock, 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 stock split. On October 10, 2025, the Issuer and the Reporting Person agreed to amend the convertible note to, among other things, reduce the conversion price to a price 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 a floor price of $2.50. Accordingly, the convertible note reported herein has been adjusted to reflect the floor price. 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.
