Director Paula Boggs receives 55,047 RSU grant at Banzai (BNZI)

Rhea-AI Filing Summary

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.

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
Estimated average burden
hours per response:			0.5

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^*

BOGGS PAULA

(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		55,047		(2)	(2)	Class A Common Stock	55,047	$0	55,047	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/ Paula Boggs	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 Paula Boggs?

Banzai International reported that director Paula Boggs received a grant of 55,047 restricted stock units (RSUs). The award was recorded on February 6, 2026, and reflects a non-cash equity grant tied to future vesting, rather than an open-market share purchase or sale.

How many RSUs did Paula Boggs receive in this BNZI Form 4 filing?

Paula Boggs received 55,047 restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Banzai International’s Class A common stock, giving her a potential future equity interest if the vesting conditions are satisfied.

What is the vesting schedule for Paula Boggs’ RSU grant at Banzai International (BNZI)?

The RSU grant to Paula Boggs will vest on January 15, 2027. Vesting is conditioned on her continued service on the Board through that date, meaning the shares are delivered only if she remains a director until vesting.

At what price were the RSUs granted to Paula Boggs by Banzai International?

The 55,047 RSUs were granted at a stated price of $0 per unit. This indicates a compensatory equity award rather than a purchase, with value realized only when the RSUs vest into common shares in the future.

How many derivative securities does Paula Boggs hold after this BNZI RSU grant?

After the RSU grant, Paula Boggs beneficially owns 55,047 derivative securities in the form of RSUs. These units are held directly and each corresponds to one potential share of Banzai International’s Class A common stock upon vesting.

When did Banzai International’s Board approve the RSU grant to Paula Boggs?

Banzai International’s Board approved the RSU grant on January 15, 2026. The filing notes that Paula Boggs was notified of the grant on February 6, 2026, and that the RSUs will vest one year after approval, on January 15, 2027.