Schofield Kent 4

What Happened

Kent Schofield, a director of Banzai International, Inc. (BNZI), was granted 52,888 restricted stock units (RSUs) on February 6, 2026. The RSUs were reported as an award/grant (code A) with an acquisition price of $0 — they are contingent rights to receive shares if and when they vest. The grant was approved by the Board on January 15, 2026 and will vest on January 15, 2027, subject to Kent's continued service on the Board.

Key Details

• Transaction date: February 6, 2026; Filing date: February 12, 2026 (appears to be filed after the usual 2-business-day window).
• Security: 52,888 RSUs (derivative award); reported acquisition price: $0.
• Vesting: Scheduled to vest on January 15, 2027, subject to continued board service.
• Shares owned after transaction: Not disclosed in this Form 4 filing.
• Footnotes: F1 — each RSU entitles the holder to one share upon vesting; F2 — Board approved grant 1/15/2026, reporting person notified 2/6/2026.
• Transaction code: A (award/grant of derivative securities).

Context

RSUs are a deferred equity award — they do not result in immediate shares or cash and only convert into common stock if vesting conditions are met. Such grants are common for directors as compensation and don't by themselves indicate buy/sell sentiment. The filing was submitted several days after the transaction date, which may be later than the typical two-business-day reporting window for insiders.