BNZI: CP BF Lending reports 18.7% stake

Banzai International, Inc. ownership disclosure: CP BF Lending, LLC reports beneficial ownership of 2,682,074 shares of Class A Common Stock, representing 18.7% of the class based on January 14, 2026 outstanding shares.

Rhea-AI Filing Summary

Banzai International, Inc. ownership disclosure: CP BF Lending, LLC reports beneficial ownership of 2,682,074 shares of Class A Common Stock, representing 18.7% of the class based on January 14, 2026 outstanding shares.

The filing states 2,682,070 of these shares are issuable upon conversion of convertible notes maturing on February 19, 2027. The original conversion price was $3.89 per share and was amended on October 10, 2025 to equal 95% of the prior trading-day price with a floor of $2.50.

Insights

Corporate Governance Analyst

Large potential holder reports an 18.7% stake including convertible note conversions.

CP BF Lending, LLC is reported as beneficial owner of 2,682,074 shares, or 18.7% of Class A Common Stock using an outstanding base of 11,687,192 shares as of January 14, 2026. The filing attributes voting and dispositive power to the reporting entity.

Board and shareholder dynamics could be affected by conversion timing and exercise decisions; subsequent filings would show whether these shares become exercisable or are converted before February 19, 2027. Timing of any conversion is not stated in the excerpt.

Convertible Securities Specialist

Convertible notes underpin most of the reported stake; conversion terms were amended in October 2025.

The excerpt shows 2,682,070 shares issuable upon conversion of Convertible Notes maturing on February 19, 2027. The conversion price was amended to 95% of the prior trading-day price with a $2.50 floor; original price was $3.89.

This amendment changes the conversion economics and potential dilution; cash/valuation impact depends on future trading prices and any accrued interest added to principal at the next semi-annual interest payment date.

FAQ

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

What stake does CP BF Lending, LLC report in BNZI?

CP BF Lending reports beneficial ownership of 2,682,074 shares, equal to 18.7%. This percentage is calculated using 11,687,192 shares outstanding as of January 14, 2026 plus the shares issuable on conversion of the convertible notes.

How many shares are issuable upon conversion of the convertible notes?

2,682,070 shares are issuable upon conversion of the Convertible Notes. The notes mature on February 19, 2027 and the excerpt notes conversion mechanics tied to market price and accrued interest timing.

What conversion price terms apply to CP BF Lending's notes?

The original conversion price was $3.89 per share; amended terms set conversion at 95% of prior trading-day price. A floor price of $2.50 applies per the October 10, 2025 amendment.

Does CP BF Lending have voting and dispositive power over these shares?

Yes — the filing reports sole voting and sole dispositive power for 2,682,074 shares. The signature is by an authorized signatory and the entity is identified as record and direct beneficial owner.

When was the outstanding share count used for the percentage calculation?

The percentage uses 11,687,192 Class A shares outstanding as of January 14, 2026. That figure is cited from the issuer's prospectus filed on January 16, 2026 per the excerpt.

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

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Accepted by SEC EDGAR 02/17/2026 - 08:15 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Banzai International, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

06682J308

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 06682J308

1

Names of Reporting Persons

CP BF Lending, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,682,074.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,682,074.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,682,074.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

18.7 %

12

Type of Reporting Person (See Instructions)

IA, HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Banzai International, Inc.
(b)	Address of issuer's principal executive offices: 435 ERICKSEN AVE NE, SUITE 250, BAINBRIDGE ISLAND, WASHINGTON, 98110.
Item 2.
(a)	Name of person filing: This statement is filed by CP BF Lending, LLC. CP BF Lending, LLC is the record and direct beneficial owner of the securities covered by this statement.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is: 1910 Fairview Ave. E., Suite 300, Seattle, WA 98102
(c)	Citizenship: See Item 4 on the cover page(s) hereto.
(d)	Title of class of securities: Class A Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 06682J308
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 2,682,074 shares of Class A Common Stock, which represents (i) 2,682,070 shares of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), issuable upon conversion of convertible notes held of record by CP BF Lending, LLC (the "Convertible Notes") and (ii) 4 shares of Class A Common Stock. The Convertible Notes may be converted into shares of Class A Common Stock, maturing on February 19, 2027. The original conversion price was $3.89 per share of Class A Common Stock. However, 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. The number of shares issuable upon conversion of the Convertible Notes does not give effect to any accrued and unpaid interest that is payable by adding such interest to the outstanding amount owing under the Convertible Notes at the next semi-annual interest payment date.
(b)	Percent of class: The Reporting Person may be deemed to own 18.7 % of the Class A Common Stock of the Issuer. Percentage ownership calculation is based on 11,687,192 shares of Class A Common Stock outstanding as of January 14, 2026, as reported in the Issuer's Prospectus filed on January 16, 2026, plus 2,682,070 shares of Class A Common Stock issuable to CP BF Lending, LLC upon conversion of all of the Convertible Notes directly owned by CP BF Lending, LLC (without giving effect to any accrued and unpaid interest that is payable by adding such interest to the outstanding amount owing under the Convertible Notes at the next semi-annual interest payment date).
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 2,682,074 shares of Class A Common Stock
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 2,682,074 shares of Class A Common Stock
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

CP BF Lending, LLC

Signature:	/s/ Alan Spragins
Name/Title:	Alan Spragins, Authorized Signatory
Date:	02/17/2026