Banzai CEO reports 100% stake in Class B shares

Banzai International, Inc. chief executive officer Joe Davy filed a Schedule 13D reporting beneficial ownership of 677,118 shares of Class B Common Stock, representing 100% of that class.

Rhea-AI Filing Summary

Banzai International, Inc. chief executive officer Joe Davy filed a Schedule 13D reporting beneficial ownership of 677,118 shares of Class B Common Stock, representing 100% of that class. Each Class B share carries ten votes, giving him significant voting control.

On April 6, 2026, he received 446,004 Class B shares as equity compensation. This included 297,336 shares for a performance-based stock grant valued at $250,000, tied to a $15,000,000 market capitalization benchmark, and 148,668 shares issued instead of a $125,000 cash bonus, both priced at $0.841 per share.

Insights

Corporate governance analyst

CEO now controls all super-voting Class B shares via compensation awards.

The filing shows Joe Davy owning 677,118 Class B shares, or 100% of that class, with ten votes per share. This structure centralizes voting power with the CEO, which can streamline decision-making but concentrates governance authority.

The April 6, 2026 grant of 446,004 Class B shares reflects equity-heavy compensation, including a performance-based award linked to a $15,000,000 market-cap benchmark and an equity election in place of a cash bonus. Future company disclosures may further describe how this capital structure affects broader shareholder influence.

Key Figures

Total Class B shares owned: 677,118 shares Equity grant on April 6, 2026: 446,004 shares Performance-based stock grant value: $250,000 +5 more

8 metrics

Total Class B shares owned 677,118 shares Beneficial ownership reported in Schedule 13D

Equity grant on April 6, 2026 446,004 shares Class B Common Stock issued as compensation

Performance-based stock grant value $250,000 Award tied to $15,000,000 market capitalization benchmark

Shares from performance grant 297,336 shares Class B shares issued for performance-based award

Shares in lieu of cash bonus 148,668 shares Issued instead of $125,000 discretionary cash bonus

Bonus amount converted to equity $125,000 Discretionary bonus taken in Class B shares

Reference share price $0.841 per share Closing price on April 2, 2026 for equity calculation

Voting rights per Class B share 10 votes per share Voting power attached to each Class B Common share

Key Terms

beneficially owns, sole dispositive power, performance-based stock grant, market capitalization benchmark, +2 more

6 terms

beneficially owns financial

"The Reporting Person beneficially owns 677,118 shares of Class B Common Stock."

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

sole dispositive power financial

"The Reporting Person has sole voting power and sole dispositive power with respect to 677,118 shares"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

performance-based stock grant financial

"issued in satisfaction of a performance-based stock grant with an aggregate value of $250,000"

market capitalization benchmark financial

"awarded upon the Issuer's achievement of a $15,000,000 market capitalization benchmark"

Class B Common Stock financial

"Title of Class of Securities: Class B Common Stock, par value $0.0001 per share"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

discretionary cash bonus financial

"issued in lieu of a discretionary cash bonus in the amount of $125,000"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Banzai International (BNZI) Class B shares does Joe Davy own?

Joe Davy beneficially owns 677,118 shares of Banzai International’s Class B Common Stock, representing 100% of that class. This holding gives him substantial influence because each Class B share carries ten votes on matters submitted to stockholders.

What equity compensation did Banzai International (BNZI) grant Joe Davy on April 6, 2026?

On April 6, 2026, Joe Davy received 446,004 Class B shares as compensation. This consisted of 297,336 shares for a performance-based stock grant and 148,668 shares issued instead of a discretionary cash bonus, both priced at $0.841 per share.

How was Joe Davy’s performance-based stock grant at Banzai International (BNZI) structured?

The performance-based stock grant to Joe Davy had an aggregate value of $250,000 and resulted in 297,336 Class B shares. It vested upon the company achieving a $15,000,000 market capitalization, as specified in an executive compensation addendum dated November 19, 2025.

Why did Banzai International (BNZI) issue Class B shares instead of a cash bonus to Joe Davy?

Joe Davy elected to receive a $125,000 discretionary bonus in equity instead of cash. Banzai International issued 148,668 Class B shares in lieu of the cash payment, using a per-share price of $0.841 based on the prior trading day’s closing price.

What voting power do Banzai International (BNZI) Class B shares give Joe Davy?

Each Banzai International Class B share provides ten votes on all stockholder matters. With 677,118 Class B shares, Joe Davy holds concentrated voting power, allowing him to significantly influence or determine the outcome of stockholder decisions.

What is the share price reference used for Joe Davy’s Banzai International (BNZI) equity awards?

The company valued Joe Davy’s April 6, 2026 equity awards using a per-share price of $0.841. This price reflects the closing price of Banzai International’s common stock on April 2, 2026, the trading day immediately before the issuance date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/09/2026 - 08:01 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Banzai International, Inc.

(Name of Issuer)

Class B Common Stock, par value $0.0001 per share

(Title of Class of Securities)

(CUSIP Number)

Joseph Davy
435 Ericksen Ave, Suite 250,
Bainbridge Island, WA, 98110
(206) 414-1777

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

04/06/2026

(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 No.

1

Name of reporting person

Joseph Davy

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)

SC

5

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

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 27.40
8	Shared Voting Power 0.00
9	Sole Dispositive Power 27.40
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

677,118.00

12

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

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class B 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 2.	Identity and Background
(a)	Joe Davy
(b)	The principal place of business for the Reporting Persons is 435 Ericksen Ave, Suite 250, Bainbridge Island, Washington 98110
(c)	The principal occupation of the Reporting Person is the Chief Executive Officer and chairman of the board of directors of the Issuer, whose principal business is marketing technology. The address of the Issuer is provided in Item 1(c).
(d)	During the last five years, the Reporting Person has not been convicted in a criminal proceeding.
(e)	During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	On April 6, 2026, the Issuer issued to the Reporting Person an aggregate of 446,004 shares of Class B Common Stock in connection with compensation arrangements previously approved by the Issuer's Compensation Committee and Board of Directors. Of such shares, 297,336 shares of Class B Common Stock were issued in satisfaction of a performance-based stock grant with an aggregate value of $250,000, awarded upon the Issuer's achievement of a $15,000,000 market capitalization benchmark, as set forth in the Addendum to Executive Compensation Decision, dated November 19, 2025. In addition, 148,668 shares of Class B Common Stock were issued in lieu of a discretionary cash bonus in the amount of $125,000, which the Reporting Person elected to receive in equity pursuant to the terms of the Addendum. The number of shares issued in each case was determined based on a per share price of $0.841, representing the closing price of the Issuer's common stock on April 2, 2026, the trading day immediately preceding the Issuance Date, in accordance with the pricing methodology approved by the Issuer's Board of Directors.
Item 4.	Purpose of Transaction
	The Reporting Person acquired the securities described herein for compensation and incentive purposes in connection with his role as an executive officer of the Issuer. Except as set forth herein, the Reporting Person does not currently have any plans or proposals that relate to or would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, from time to time, acquire additional securities of the Issuer or dispose of securities of the Issuer in the open market or otherwise, subject to market conditions and other factors.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person beneficially owns 677,118 shares of Class B Common Stock. Each share of Class B Common Stock entitles its holder to ten votes on all matters presented to our stockholders generally.
(b)	The Reporting Person has sole voting power and sole dispositive power with respect to 677,118 shares of the Issuer's Class B Common Stock. The Reporting Person does not share voting or dispositive power with any other person.
(c)	The only transaction in the Issuer's Class B Common Stock effected by the Reporting Person during the past sixty days was the grant by the Issuer of 446,004 shares of Class B Common Stock to the Reporting Person on April 6, 2026, as compensation pursuant to the CEO Award. The shares were issued by the Issuer, and no cash consideration was paid.
(d)	To the knowledge of the Reporting Person, no person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.
(e)	N.A.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6, as applicable. Except as described herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer.

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.

Joseph Davy

Signature:	/s/ Joseph Davy
Name/Title:	Joseph Davy, CEO
Date:	04/09/2026