Banzai (BNZI) CEO receives 446,004 Class B stock grant

Rhea-AI Filing Summary

Davy Joseph P. reported acquisition or exercise transactions in this Form 4 filing.

Banzai International, Inc. reported that Chief Executive Officer Davy Joseph P. received a grant of 446,004 shares of Class B Common Stock as equity compensation. The award was approved by the board under an addendum to an executive compensation decision. Following this grant, he directly holds 677,118 Class B shares. The shares were issued at a stated price of $0.00 per share, reflecting a non-cash compensation award rather than a market purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Davy Joseph P.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Class B Common Stock	446,004	$0.00	--

Holdings After Transaction: Class B Common Stock — 677,118 shares (Direct)

Footnotes (1)

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Key Figures

Equity grant: 446,004 shares Grant price: $0.00 per share Post-grant holdings: 677,118 shares

3 metrics

Equity grant 446,004 shares Class B Common Stock grant to CEO on April 6, 2026

Grant price $0.00 per share Stated transaction price for compensation award

Post-grant holdings 677,118 shares CEO direct Class B holdings following the transaction

Key Terms

Class B Common Stock, Addendum to Executive Compensation Decision, executive and director compensation

3 terms

Class B Common Stock financial

"The reported securities were issued as Class B Common Stock to the Reporting Person"

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.

Addendum to Executive Compensation Decision financial

"issued to the Reporting Person pursuant to an Addendum to Executive Compensation Decision"

executive and director compensation financial

"following consideration of a memorandum dated October 14, 2025, regarding executive and director compensation"

Form 4 Insider Transactions: What Each Field Means →

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^*

Davy Joseph P.

(Last) (First) (Middle)

435 ERICKSEN AVE NE, SUITE 250

(Street)

BAINBRIDGE ISLAND, WASHINGTON 98110

(City) (State) (Zip)

UNITED STATES

(Country)

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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
Class B Common Stock	04/06/2026		A		446,004	D	(1)	677,118	D

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

Explanation of Responses:

1. The reported securities were issued to the Reporting Person pursuant to an Addendum to Executive Compensation Decision, as approved by the Board of Directors of the Issuer on March 30, 2026, following consideration of a memorandum dated October 14, 2025, regarding executive and director compensation.

	/s/ Joseph P. Davy	04/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Banzai International (BNZI) disclose in this Form 4 filing?

Banzai International disclosed that CEO Davy Joseph P. received 446,004 shares of Class B Common Stock as an equity grant. The award was issued at $0.00 per share as part of his executive compensation package approved by the board.

How many Banzai (BNZI) shares does the CEO hold after this grant?

After the grant, CEO Davy Joseph P. directly holds 677,118 shares of Banzai’s Class B Common Stock. This figure reflects his direct beneficial ownership immediately following the 446,004-share equity compensation award described in the Form 4 filing.

Was the Banzai (BNZI) CEO’s Form 4 transaction a stock purchase or compensation grant?

The transaction was a compensation grant, not a market purchase. The Form 4 classifies it as a grant or award acquisition with a per-share price of $0.00, issued under an addendum to an executive compensation decision approved by Banzai’s board.

Why did Banzai (BNZI) issue 446,004 Class B shares to its CEO?

The shares were issued pursuant to an Addendum to Executive Compensation Decision for Davy Joseph P. The board of directors approved this equity award after considering a memorandum on executive and director compensation dated October 14, 2025.

Does this Banzai (BNZI) Form 4 indicate any stock sales by the CEO?

No, the Form 4 only reports an acquisition of shares via a compensation grant. The transaction code is “A” for grant or award acquisition, and the transaction summary shows no sell, dispose, or tax-withholding entries associated with this filing.