SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DITTO LARRY DEAN JR

(Last)

(First)

(Middle)

435 ERICKSEN AVE NE, SUITE 350

(Street)

BAINBRIDGE ISLAND

98110

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/14/2025

3. Issuer Name and Ticker or Trading Symbol
Banzai International, Inc. [ BNZI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Unit	⁽²⁾	⁽²⁾	Class A Common Stock	32,362	⁽¹⁾	D
Restricted Stock Unit	⁽³⁾	⁽³⁾	Class A Common Stock	136,646	⁽¹⁾	D

Explanation of Responses:

1. Each RSU represents the right to receive one share of the Issuer's Class A common stock upon vesting of such RSU.

2. The RSUs awarded on August 22, 2025, vest in equal quarterly installments over a year, subject to the reporting person's continued service through such date or as otherwise provided in the applicable award agreement. As of this filing, 16,181 of the RSUs have vested.

3. The RSUs awarded on January 1, 2026, vest in equal quarterly installments over a year, subject to the reporting person's continued service through such date or as otherwise provided in the applicable award agreement. As of this filing, none of the RSUs have vested yet.

	/s/ Larry Dean Ditto, Jr.	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3 filed by new insider Ditto Larry Dean Jr