Alco’s stake shrinks to 0.4% of Banzai (NASDAQ: BNZI) after dilution

Rhea-AI Filing Summary

Banzai International, Inc. (BNZI) is the subject of an amended Schedule 13D filing by Alco Investment Company. As of August 17, 2026, Alco reports beneficial ownership of 13,556 shares of Class A Common Stock of BNZI, equal to 0.4% of the outstanding Class A Common Stock. This amount includes 6,899 shares held directly and 6,657 shares that Alco may acquire within 60 days upon exercise of 6,657 Common Warrants. The 0.4% figure is based on 3,517,105 shares outstanding as of August 13, 2026. Alco states it is filing this amendment voluntarily because its ownership has fallen below 5% as a result of dilutive equity issuances by Banzai International, Inc. in 2025, and that it has not executed any transactions in BNZI securities since its prior Schedule 13D filed on April 23, 2025.

Key Figures

Beneficial ownership shares: 13,556 shares Ownership percentage: 0.4% Shares outstanding: 3,517,105 shares +4 more

7 metrics

Beneficial ownership shares 13,556 shares Shares of BNZI Class A Common Stock beneficially owned by Alco as of August 17, 2026

Ownership percentage 0.4% Percent of BNZI Class A Common Stock represented by Alco’s beneficial ownership

Shares outstanding 3,517,105 shares BNZI Class A Common Stock outstanding as of August 13, 2026, per Form 10-Q

Directly held shares 6,899 shares BNZI Class A Common Stock held directly by Alco Investment Company

Warrant shares 6,657 shares BNZI Class A Common Stock Alco may acquire upon exercise of 6,657 Common Warrants within 60 days

Warrant issuance date September 20, 2024 Date Common Warrants were issued to Alco Investment Company

Reverse stock split dates May 8, 2026 and July 8, 2025 BNZI reverse stock splits used to adjust Alco’s warrant share count

Key Terms

beneficially own, Common Warrants, reverse stock splits, dilutive issuances of equity securities, +1 more

5 terms

beneficially own financial

"As of August 17, 2026, Alco may be deemed to beneficially own 13,556 shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Common Warrants financial

"6,657 shares of Class A Common Stock that Alco Investment Company has the right to acquire upon exercise of 6,657 Common Warrants"

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

reverse stock splits financial

"previously adjusted for reverse stock splits effected by the issuer on May 8, 2026 and July 8, 2025"

A reverse stock split is when a company combines multiple existing shares into fewer higher-priced shares—like trading four small slices of a pie for one larger slice. It doesn’t change the overall value of an investor’s holdings immediately, but it raises the per-share price and can matter to investors because it can affect market perception, stock exchange listing eligibility, and trading liquidity, and it changes share counts used in investor metrics.

dilutive issuances of equity securities financial

"less than 5% solely as a result a series of dilutive issuances of equity securities by Banzai International, Inc. in 2025"

beneficial ownership percentage financial

"The foregoing beneficial ownership percentage is calculated based on 3,517,105 shares"

FAQ

What ownership stake in BNZI does Alco Investment Company report in this Schedule 13D/A?

Alco Investment Company reports beneficial ownership of 13,556 shares of Banzai International, Inc. (BNZI) Class A Common Stock, representing 0.4% of the class. This includes both directly held shares and shares underlying Common Warrants exercisable within 60 days.

How many BNZI shares does Alco hold directly and through warrants?

Alco holds 6,899 shares of BNZI Class A Common Stock directly and has the right to acquire an additional 6,657 shares upon exercise of 6,657 Common Warrants within 60 days. Both components are included in its reported beneficial ownership.

What share count did BNZI report outstanding that underlies Alco’s 0.4% calculation?

The reported 0.4% ownership is calculated using 3,517,105 shares of BNZI Class A Common Stock outstanding as of August 13, 2026. This outstanding share figure comes from Banzai International, Inc.’s Form 10-Q filed on August 14, 2026.

Why did Alco’s BNZI ownership fall below 5% according to this Schedule 13D/A?

Alco states its BNZI beneficial ownership fell below 5% solely due to a series of dilutive issuances of equity securities by Banzai International, Inc. in 2025. It attributes the percentage decrease to issuer actions, not to sales of its holdings.

Has Alco traded BNZI securities since its prior Schedule 13D filed in April 2025?

Alco reports there have been no transactions in Banzai International, Inc. securities by the reporting person since its previously filed Schedule 13D on April 23, 2025. The change in percentage ownership arises from BNZI’s equity issuances.

What corporate actions of BNZI affected Alco’s warrant position and ownership calculation?

Alco’s 6,657 Common Warrants were issued on September 20, 2024 and have been adjusted for BNZI’s reverse stock splits on May 8, 2026 and July 8, 2025. The adjusted warrant shares are included in Alco’s beneficial ownership under SEC rules.

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Available on EDGAR 08/18/2026 - 06:58 PM Accepted by SEC EDGAR 08/18/2026 - 06:57 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Banzai International, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

06682J605

(CUSIP Number)

Mason Ward
c/o Alco Investment Company, 33930 Weyerhaeuser Way S., Suite 150
Federal Way, WA, 98001
(253) 796-2704

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 06682J605

1

Name of reporting person

Alco Investment Company

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

WASHINGTON

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 13,556.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 13,556.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

13,556.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.4 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) This amount includes 6,899 shares of Class A Common Stock (as defined herein) held directly by Alco Investment Company and 6,657 shares of Class A Common Stock that Alco Investment Company has the right to acquire upon exercise of 6,657 Common Warrants (as defined herein below) held directly by Alco Investment Company within 60 days. (2) This percentage is calculated based on 3,517,105 shares of Class A Common Stock outstanding as of August 13, 2026 and includes the 6,657 shares that Alco Investment Company has the right to acquire within 60 days upon exercise of 6,657 Common Warrants (as defined herein below), which amounts have been added to the shares of Class A Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Banzai International, Inc.
(c)	Address of Issuer's Principal Executive Offices: 435 Ericksen Ave, Suite 250, Bainbridge Island, WASHINGTON , 98110.
Item 1 Comment: This Amendment No. 1 to Schedule 13D (this "Amendment") is being filed as an amendment to the initial statement on Schedule 13D relating to the Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") of Banzai International, Inc., a Delaware corporation (the "Issuer") as filed with the Securities and Exchange Commission (the "SEC") on April 23, 2025 (as so amended, the "Schedule 13D"). The principal executive offices of the Issuer are located at 435 Ericksen Ave, Suite 250, Bainbridge Island, Washington 98110. The Schedule 13D is hereby amended and supplemented as follows:
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is amended and supplemented as follows: As of August 17, 2026, Alco may be deemed to beneficially own 13,556 shares of Class A Common Stock, which represents approximately 0.4% of the shares of Class A Common Stock outstanding. The foregoing beneficial ownership percentage is calculated based on 3,517,105 shares of Class A Common Stock outstanding as of August 13, 2026, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on August 14, 2026. For purposes of calculating the beneficial ownership percentage of Alco, the amount includes the 6,657 shares that Alco has the right to acquire within 60 days upon exercise of the 6,657 Common Warrants previously issued to Alco on September 20, 2024, as previously adjusted for reverse stock splits effected by the issuer on May 8, 2026 and July 8, 2025.
(b)	See above response to Item 5(a).
(e)	The reporting person is filing this Amendment to Schedule 13D on a voluntary basis to report beneficial ownership as of August 17, 2026 that is less than 5% solely as a result a series of dilutive issuances of equity securities by Banzai International, Inc. (the "Issuer") in 2025. There have not been any transactions in the Issuer's securities since the reporting person's previously filed Schedule 13D on April 23, 2025.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Alco Investment Company

Signature:	/s/ Mason Ward
Name/Title:	Mason Ward Chief Financial Officer
Date:	08/18/2026