CP BF Lending, LLC 4

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.