CP BF Lending, LLC 4
4 · Banzai International, Inc. · Filed Jun 9, 2026
Research Summary
AI-generated summary of this filing
Banzai International (BNZI) 10% Owner Converts Note, Sells Shares
What Happened CP BF Lending, LLC (a 10% owner) converted portions of a convertible note into 111,826 shares of Banzai International (BNZI) and sold those shares in open‑market transactions on June 5, 2026. Conversions (acquisitions) were reported as: 30,705 shares @ $5.70 (value reported $174,874), 5,079 shares @ $4.38 ($22,263), and 76,042 shares @ $4.93 ($374,849) — total acquisition value reported $571,986. The converted shares were sold the same day: 30,705 @ $6.00 ($184,076), 5,079 @ $4.61 ($23,435), and 76,042 @ $5.19 ($394,574) — total sale proceeds $602,085. The filing also shows corresponding derivative‑instrument dispositions at $0, which reflect conversion of the convertible note into common shares.
Key Details
- Transaction date: June 5, 2026 (Form 4 filed June 9, 2026 — within the two business‑day reporting window).
- Shares converted/acquired: 111,826 total (30,705; 5,079; 76,042).
- Shares sold/disposed: 111,826 total; gross proceeds reported $602,085.
- Conversion prices: $5.70, $4.38, $4.93; sale prices: $6.00, $4.61, $5.19 per share.
- Shares owned after transaction: Not specified in the filing.
- Footnotes of note:
- The conversion price and share counts were adjusted for a reverse split effective May 8, 2026; $5,361,910 remained outstanding under the convertible note as of May 14, 2026.
- On May 15, 2026, the parties amended the note to lower the conversion floor from $50.00 (post‑split adjusted) to $4.50; the conversion price is 95% of the prior trading day’s price subject to that floor.
- Note maturity: February 19, 2027 (or earlier if accelerated).
- Insider type: 10% owner (institutional holder), not an officer or director — different disclosure/insider context than executive trades.
Context These entries are derivative conversions (debt converted into equity) followed by same‑day sales. The $0 “Disposition” lines represent surrender/conversion of the derivative instrument into shares. Because the holder is a 10% owner (institutional creditor) rather than an executive, this is a financing‑related conversion and sale rather than typical insider signaling by management. The filing was reported within the required 2 business days.
Insider Transaction Report
- Conversion
Class A Common Stock
[F1][F2][F3]2026-06-05$5.70/sh+30,705$174,874→ 30,709 total - Sale
Class A Common Stock
[F1][F2][F3]2026-06-05$6.00/sh−30,705$184,076→ 4 total - Conversion
Class A Common Stock
[F1][F2][F3]2026-06-05$4.38/sh+5,079$22,263→ 5,083 total - Sale
Class A Common Stock
[F1][F2][F3]2026-06-05$4.61/sh−5,079$23,435→ 4 total - Conversion
Class A Common Stock
[F1][F2][F3]2026-06-05$4.93/sh+76,042$374,849→ 76,046 total - Sale
Class A Common Stock
[F1][F2][F3]2026-06-05$5.19/sh−76,042$394,574→ 4 total - Conversion
Convertible Note
[F2][F3][F1]2026-06-05−30,705→ 1,160,830 totalExercise: $5.70From: 2024-10-10Exp: 2027-02-19→ Class A Common Stock (30,705 underlying) - Conversion
Convertible Note
[F2][F3][F1]2026-06-05−5,079→ 1,155,751 totalExercise: $4.38From: 2024-10-10Exp: 2027-02-19→ Class A Common Stock (5,079 underlying) - Conversion
Convertible Note
[F2][F3][F1]2026-06-05−76,042→ 1,079,709 totalExercise: $4.93From: 2024-10-10Exp: 2027-02-19→ Class A Common Stock (76,042 underlying)
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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.