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Banzai International, Inc. entered into an additional closing of its existing financing, issuing a new senior secured convertible note with an original principal amount of $2,333,333.33 and related warrants on February 13, 2026. The February Note bears a 10.0% original issue discount, accrues interest at 10.0% per annum, matures on February 13, 2027 and is initially convertible at $1.11 per share, subject to a floor price of $0.2540. The company also issued Buyer Warrants to purchase up to 420,420 shares of common stock at an exercise price of $1.11 per share and financial advisor warrants to purchase up to 133,770 shares at $1.3875 per share. Net proceeds from the February Closing were approximately $1,599,168, which Banzai intends to use for general corporate purposes and working capital.
Banzai International, Inc. director Kent Schofield received an equity grant in the form of restricted stock units. On February 6, 2026, he was granted 52,888 RSUs at a price of $0 per unit. Each RSU represents a contingent right to receive one share of the company’s Class A common stock.
The Board approved this RSU grant on January 15, 2026, and the units are scheduled to vest on January 15, 2027, subject to Mr. Schofield’s continued service on the Board. Following this grant, he directly holds 52,888 derivative securities in the form of RSUs.
Banzai International, Inc. director Paula Boggs reported an equity award in the form of restricted stock units (RSUs). On February 6, 2026, she acquired 55,047 RSUs at a price of $0 per unit through a grant approved by the Board on January 15, 2026. Each RSU represents a contingent right to receive one share of the company’s Class A common stock, and all 55,047 RSUs will vest on January 15, 2027, provided she continues to serve on the Board until that date. Following this grant, she directly holds 55,047 derivative securities in the form of RSUs.
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.
Banzai International, Inc. filed a Form S-3 prospectus to allow selling stockholders to resell 61,327 shares of Class A Common Stock from prior financings, 87,737 shares issued or issuable under a debt equitization plan, 227,927 shares underlying a convertible note, and related Common and Pre-Funded Warrants.
The company will not receive proceeds from these resales, but may receive cash if the warrants with exercise prices including $2.50 and $40.20 per share are exercised rather than cashlessly. Banzai is a SaaS MarTech platform serving over 4,590 customers as of September 30, 2025.
The filing outlines extensive debt restructurings, forbearance agreements, an at-the-market program that raised about $5.1 million via 2,962,478 shares, and multiple convertible note and warrant financings, while highlighting ongoing operating losses, going concern risks, and threats to its Nasdaq listing if bid price or equity requirements are not maintained.
Banzai International, Inc. is registering up to 25,000,000 shares of Class A Common Stock for resale by a single selling securityholder under its standby equity purchase agreement (SEPA). These shares may be issued over time pursuant to Advances under the SEPA and then resold into the market. Banzai will not receive any proceeds from these resales, though it will bear related offering expenses. As of January 14, 2026, 11,687,192 shares of Class A Common Stock were outstanding, so the registered amount is large relative to the current share count and could increase selling pressure. The prospectus also describes multiple convertible notes, warrants, and at-the-market offerings, as well as a going concern warning, ongoing operating losses, and significant debt and equity financing arrangements that highlight liquidity and dilution risks for existing stockholders.
Banzai International, Inc. reported the results of its 2025 annual shareholder meeting held on January 15, 2026. A total of 5,846,443 shares of common stock, representing 51.18% of the voting power entitled to vote, were represented by proxy, establishing a quorum.
Shareholders voted on two proposals. Director Mason Ward received 3,082,968 votes for, 60,364 against, and 10,990 abstain/withheld, and was re-elected to the Board under the Company’s plurality voting standard. Shareholders also approved the appointment of Bush & Associates CPA LLC as independent auditors for the year ending December 31, 2025, with 5,540,026 votes for, 262,180 against, and 44,237 abstaining, and authorized the Board to fix their remuneration.
Banzai International, Inc. entered into an Exchange Agreement with Agile Lending to reduce a subordinated secured promissory note by issuing equity. The company will issue 232,786 Class A common shares valued at an aggregate $284,000, or $1.22 per share, to reduce the balance of a note that was $1,495,375.00 as of December 11, 2025. At the same time, under a Forbearance Agreement, Agile agreed to temporarily forbear from exercising default remedies through the earlier of March 30, 2026 or a forbearance default, in exchange for a forbearance fee of $628,057.50 added to principal, increasing the note to $2,123,432.50, plus up to $10,000 of costs and expenses.
The agreements allow Agile to commence foreclosure on the company’s collateral if an Event of Default occurs. Separately, the board approved an amendment to the bylaws, effective after the January 15, 2026 annual meeting, to reduce the shareholder meeting quorum so that holders of 33.3% of voting power will constitute a quorum.