SCHEDULE: FE IV OR Aggregator Boosts Banzai Stake to 18.7%

FE IV OR Aggregator, LLC and Frederick N. Coulson IV reported beneficial ownership of 18.7% of Banzai International, Inc.'s Class A common stock.

Summary

• FE IV OR Aggregator, LLC and Frederick N. Coulson IV jointly reported beneficial ownership of 1,226,624 shares of Banzai International, Inc.'s Class A common stock.
• This represents 18.7% of the total Class A common stock outstanding.
• The percentage is calculated based on 5,370,752 shares outstanding as of October 9, 2025, adjusted for the issuance of 1,176,628 shares from cashless warrant exercise on the same date.
• Frederick N. Coulson IV, as the manager of FE Aggregator, holds shared voting and investment power over these securities.
• The filing is an Amendment No. 1 to a Schedule 13G, filed under Rule 13d-1(c).
• The reporting persons certified that the securities were not acquired for the purpose of changing or influencing control of the issuer, except for activities related to a nomination under Rule 14a-11.

Sentiment

Score: 7

Explanation: The disclosure of a significant 18.7% beneficial ownership by FE IV OR Aggregator, LLC and Frederick N. Coulson IV suggests a strong conviction in Banzai International, Inc. by a notable investor. While the filing is a compliance requirement, the substantial stake can be interpreted positively by the market, indicating institutional interest. The certification against seeking control, with the caveat for nominations, provides some clarity on the investor's intent.

Positives

• A significant institutional investor, FE IV OR Aggregator, LLC, and its manager, Frederick N. Coulson IV, hold a substantial 18.7% stake in Banzai International, Inc., indicating confidence in the company.
• The reporting persons explicitly certified that the shares were not acquired for the purpose of changing or influencing control, which may alleviate concerns about potential hostile takeovers or activist campaigns, beyond nomination activities.

Risks

• The filing mentions that the shares were not acquired for the purpose of changing or influencing control, 'other than activities solely in connection with a nomination under §§ 240.14a-11.' This suggests a potential for future engagement in corporate governance, specifically regarding board nominations, which could lead to management or strategic shifts.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future operations or financial performance, focusing solely on beneficial ownership disclosure.

Management Comments

• Frederick N. Coulson IV, as manager of FE IV OR Aggregator, LLC, certified that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer, other than activities solely in connection with a nomination under Rule 14a-11.

Industry Context

This filing is a standard disclosure of a significant ownership stake by an institutional investor. It does not provide information directly related to broader industry trends or competitive landscape, but a substantial stake by a single entity can influence market perception of the company within its industry.

Comparison to Industry Standards

• This filing is a standard regulatory disclosure of beneficial ownership and does not contain information for comparison to industry-specific operational or financial benchmarks. The ownership percentage of 18.7% by a single entity is a significant stake, which is common for institutional investors in smaller-cap companies or those undergoing strategic shifts.

Corporate Governance

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional stake may increase investor confidence and potentially attract further institutional interest. The possibility of board nominations could lead to changes in company direction.
• Management: Management will be aware of a large, potentially influential shareholder, which could lead to increased scrutiny or collaboration on strategic decisions.
• Employees: No direct impact mentioned, but potential future strategic shifts influenced by a large shareholder could indirectly affect employees.

Next Steps

• FE IV OR Aggregator, LLC and Frederick N. Coulson IV will continue to monitor their investment in Banzai International, Inc.
• Further Schedule 13G or 13D filings would be required if their beneficial ownership percentage changes significantly (e.g., crossing 20% or dropping below 10% for a 13G filer, or if they decide to pursue an active role requiring a 13D filing).

Key Dates

Recommendation

The filing indicates a significant, passive institutional stake in Banzai International, Inc. by FE IV OR Aggregator, LLC and Frederick N. Coulson IV. While a large ownership position can be a positive signal of investor confidence, the filing itself does not provide new operational or financial data to warrant a 'buy' or 'sell' recommendation. The explicit statement about not seeking control, except for potential board nominations, suggests a long-term, monitoring approach rather than immediate activist intent. Therefore, a 'hold' recommendation is appropriate, advising investors to maintain their current position while monitoring future developments and the company's performance.

Keywords

Banzai International, FE IV OR Aggregator, Frederick N. Coulson IV, Schedule 13G, Beneficial Ownership, Class A Common Stock, SEC Filing, Institutional Investor, Shareholder Stake, Corporate Governance