SCHEDULE: Banzai International CEO Receives Stock Grant

Joseph Davy, CEO of Banzai International, Inc., received 446,004 shares of Class B Common Stock as compensation, bringing his total beneficial ownership to 677,118 shares.

Summary

• Joseph Davy, CEO and Chairman of Banzai International, Inc., was issued 446,004 shares of Class B Common Stock on April 6, 2026.
• This issuance was part of compensation arrangements, with 297,336 shares awarded for achieving a $15,000,000 market capitalization benchmark.
• An additional 148,668 shares were issued in lieu of a $125,000 cash bonus, which Davy elected to receive as equity.
• The shares were valued at $0.841 per share, based on the closing price on April 2, 2026.
• Following this grant, Davy beneficially owns 677,118 shares of Class B Common Stock, representing 100% of the class.
• Each Class B Common Stock share carries ten votes on matters presented to stockholders.
• Davy has sole voting and sole dispositive power over all his shares.
• The filing indicates no current plans or proposals that would lead to significant changes in the company's structure or operations by Davy, though he may acquire or dispose of securities subject to market conditions.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, primarily reporting on routine executive compensation and stock ownership adjustments rather than significant strategic shifts or financial performance indicators.

Positives

• Achievement of a $15,000,000 market capitalization benchmark, triggering a performance-based stock grant.
• CEO's election to receive equity in lieu of cash bonus, indicating confidence in the company's future value.
• CEO holds sole voting and dispositive power over all Class B Common Stock, simplifying decision-making for this class.
• CEO's beneficial ownership of 100% of Class B Common Stock aligns his interests directly with the company's performance.

Negatives

• The concentration of 100% of Class B Common Stock voting power in a single individual could raise governance concerns for minority shareholders if not managed transparently.

Risks

• Potential for future stock disposals by the CEO, subject to market conditions, which could impact share price.
• The concentration of voting power in one individual could lead to potential conflicts of interest or entrenchment if not properly overseen by an independent board.

Future Outlook

The Reporting Person may, from time to time, acquire additional securities of the Issuer or dispose of securities of the Issuer in the open market or otherwise, subject to market conditions and other factors. No other specific future plans or proposals are disclosed.

Management Comments

• The Reporting Person acquired the securities described herein for compensation and incentive purposes in connection with his role as an executive officer of the Issuer.
• Except as set forth herein, the Reporting Person does not currently have any plans or proposals that relate to or would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
• The Reporting Person may, from time to time, acquire additional securities of the Issuer or dispose of securities of the Issuer in the open market or otherwise, subject to market conditions and other factors.

Industry Context

StockSavvy.ai notes that the issuance of Class B Common Stock to a CEO as compensation, particularly tied to market capitalization milestones, is a common practice in the technology marketing sector to align executive incentives with shareholder value. The significant voting power associated with this class of stock highlights the importance of corporate governance structures in such companies.

Related Party Transactions

• The issuance of 446,004 shares of Class B Common Stock to Joseph Davy on April 6, 2026, as compensation, was approved by the Issuer's Compensation Committee and Board of Directors.

Stakeholder Impact

• Shareholders: The concentration of 100% of Class B voting power in the CEO could impact shareholder influence on corporate decisions. The stock grant itself, tied to market cap, aligns CEO interests with shareholder value creation.
• Employees: The CEO's compensation structure, including stock grants tied to performance, can set a precedent for employee incentive programs.
• Creditors: No direct impact on creditors is indicated by this filing.

Next Steps

• The Reporting Person may acquire or dispose of additional securities of the Issuer in the future, subject to market conditions.

Key Dates

Keywords

Banzai International, Schedule 13D, Joseph Davy, Class B Common Stock, CEO Compensation, Stock Grant, Beneficial Ownership, Voting Power, Market Capitalization, Executive Compensation