Banzai International (BNZI) director awarded 61,523 RSUs

Rhea-AI Filing Summary

Banzai International, Inc. director Ward Mason reported an equity award of 61,523 restricted stock units (RSUs). The RSUs were granted for no cash cost and each RSU represents a contingent right to receive one share of the company’s Class A common stock.

The Board approved the grant on January 15, 2026, and the RSUs will vest on January 15, 2027, subject to Mason’s continued service on the Board. Following this award, Mason beneficially owns 61,523 RSUs directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ward Mason

(Last) (First) (Middle)

435 ERICKSEN AVE NE, SUITE 250,

(Street)

BAINBRIDGE ISLAND, WA 98110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Banzai International, Inc. [ BNZI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

4. If Amendment, Date of 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

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

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 Securities Underlying Derivative Security (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: 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
Restricted Stock Unit (RSU)	(1)	02/06/2026		A		61,523		(2)	(2)	Class A Common Stock	61,523	$0	61,523	D

Explanation of Responses:

1. Each of the RSUs represents a contingent right to receive one share of common stock of the Company.

2. Represents RSUs that the Board approved granting on January 15, 2026, and will vest on January 15, 2027, subject to continued Board service; the Reporting Person was notified of the grant on February 6, 2026.

	/s/ Mason Ward	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

FAQ

What insider transaction did Banzai International (BNZI) report for Ward Mason?

Banzai International reported that director Ward Mason received an equity grant of 61,523 restricted stock units. These RSUs were awarded at no cash cost and each unit represents the right to receive one share of Class A common stock upon vesting.

How many RSUs did BNZI director Ward Mason receive in this Form 4?

Ward Mason received 61,523 restricted stock units in this transaction. The grant is a form of stock-based compensation, giving him the contingent right to obtain an equal number of Banzai International Class A common shares if vesting conditions are satisfied.

When do Ward Mason’s 61,523 Banzai International (BNZI) RSUs vest?

The 61,523 RSUs granted to director Ward Mason are scheduled to vest on January 15, 2027. Vesting is conditioned on his continued service on Banzai International’s Board, meaning he must remain a director through that date to receive the underlying shares.

What approvals were involved in Ward Mason’s RSU grant at BNZI?

Banzai International’s Board approved the RSU grant to Ward Mason on January 15, 2026. The reporting person was formally notified of the award on February 6, 2026, and the grant is documented as a routine equity compensation transaction under a Form 4 filing.

Is Ward Mason’s Banzai International (BNZI) RSU grant a purchase or a grant?

The transaction is classified as a grant or award, not a stock purchase. It is coded as an acquisition (transaction code "A") of 61,523 RSUs at a price of $0.00 per unit, reflecting stock-based compensation rather than an open-market buy.

How is Ward Mason’s ownership reported after the BNZI RSU grant?

After the RSU grant, Ward Mason is reported as beneficially owning 61,523 derivative securities, all in the form of RSUs. The ownership is listed as direct, indicating the award is held in his name rather than through an intermediary entity or trust.