Form 4 Banzai International, For: Jun 05 Filed by: CP BF Lending, LLC

June 9, 2026 8:24 PM

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

CP BF Lending, LLC

(Last)

(First)

(Middle)

1910 FAIRVIEW AVE E

SUITE 300

(Street)

SEATTLE

98102

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/05/2026		C		30,705	A	$ 5.6953 ⁽¹⁾	30,709 ⁽²⁾ ⁽³⁾	D
Class A Common Stock	06/05/2026		S		30,705	D	$ 5.995 ⁽¹⁾	4 ⁽²⁾ ⁽³⁾	D
Class A Common Stock	06/05/2026		C		5,079	A	$ 4.3833 ⁽¹⁾	5,083 ⁽²⁾ ⁽³⁾	D
Class A Common Stock	06/05/2026		S		5,079	D	$ 4.614 ⁽¹⁾	4 ⁽²⁾ ⁽³⁾	D
Class A Common Stock	06/05/2026		C		76,042	A	$ 4.9295 ⁽¹⁾	76,046 ⁽²⁾ ⁽³⁾	D
Class A Common Stock	06/05/2026		S		76,042	D	$ 5.1889 ⁽¹⁾	4 ⁽²⁾ ⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Note	$ 5.6953 ⁽²⁾	06/05/2026		C			30,705	10/10/2024	02/19/2027⁽³⁾	Class A Common Stock	30,705	$ 0	1,160,830 ⁽¹⁾ ⁽²⁾	D
Convertible Note	$ 4.3833 ⁽²⁾	06/05/2026		C			5,079	10/10/2024	02/19/2027⁽³⁾	Class A Common Stock	5,079	$ 0	1,155,751 ⁽¹⁾ ⁽²⁾	D
Convertible Note	$ 4.9295 ⁽²⁾	06/05/2026		C			76,042	10/10/2024	02/19/2027⁽³⁾	Class A Common Stock	76,042	$ 0	1,079,709 ⁽¹⁾ ⁽²⁾	D

Explanation of Responses:

1. The conversion price was proportionately adjusted to reflect the Reverse Split effective at the close of business on May 8, 2026, resulting in proportionate adjustments to the number of shares beneficially owned by the Reporting Person. Accordingly, the securities reported herein have been adjusted to reflect the Reverse Split. As of May 14, 2026, there was an aggregate of $5,361,910 outstanding under the convertible note.

2. On May 15, 2026, the Issuer and the Reporting Person agreed to amend the convertible note to, among other things, reduce the floor price applicable to the conversion price under the convertible note from $50.00 (as adjusted for the Reverse Split) to $4.50 (on a post-Reverse Split basis). The conversion price remains 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 the floor price, as amended.

3. The maturity date of the convertible note will be February 19, 2027 or, if earlier, the date on which the consolidated convertible loan becomes due and payable pursuant to the terms of the convertible note or any other loan document.

	CP BF Lending, LLC, By /s/Alan Spragins, Authorized Signatory	06/09/2026
	** 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.
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Form 4 Banzai International, For: Jun 05 Filed by: CP BF Lending, LLC

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