Banzai International, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) required by paragraph (b) of Rule 13a-15 or Rule 15d-15, as of December 31, 2025, our Principal Executive Officer and Principal Financial Officer have concluded that, due to the material weaknesses in our internal control over financial reporting noted below, our disclosure controls and procedures were not effective. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) or Rule 15d-15(e) promulgated under the Exchange Act as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2025, to provide reasonable assurance that material information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms due to the material weaknesses in our IT General Controls, adherence to the COSO Integrated Framework, and period end financial close and reporting process as described in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on April 15, 2025 (the “2024 10-K"). We are committed to the remediation of the material weaknesses as well as the continued improvement of our internal control over financial reporting. We are in the process of taking steps to remediate the identified material weaknesses and continue to evaluate our internal controls over financial reporting, as disclosed in the 2024 10-K. As we continue our evaluation and improve our internal control over financial reporting, management may identify and take additional measures to address control deficiencies. We cannot assure you that we will be successful in remediating the material weaknesses in a timely manner. Management’s Annual Report on Internal Controls over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. As defined by the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America. Our internal control system was designed to provide reasonable assurances to our management and the Board of Directors regarding the preparation and fair presentation of published financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). The COSO Framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. 52 Based on that evaluation, as of December 31, 2025, our principal executive officer and principal financial officer concluded that our internal controls and procedures are not effective, and that we have material weaknesses in our IT General Controls, adherence to the COSO Integrated Framework, and period end financial close and reporting process as described below. As a result, these control deficiencies could have resulted in a material misstatement in our financial statements that would not be prevented or detected on a timely basis. (1) IT General Controls - We did not maintain an effective IT control environment because we did not maintain sufficient provisioning, deprovisioning, user access reviews, and reviews of service organizations. (2) COSO Entity Level Controls - We did not maintain effective controls over the identification and monitoring of related party relationships and transactions and have not yet implemented a formal delegation of authority process. (3) Period end financial close and reporting - Administrative access to the General Ledger (GL) system is not restricted to non-financial reporting users, creating a potential segregation of duties conflict. Given the concentration of responsibility includes approval of key transactions, bank account reconciliations, and journal entries, administrative access to the G/L system should be restricted to personnel outside of Accounting and Finance function. Remediation of Material Weaknesses We are committed to the remediation of the material weaknesses described above, as well as the continued improvement of our internal control over financial reporting. We remain in the process of taking steps to remediate the identified material weaknesses and continue to evaluate our internal controls over financial reporting, including the following: IT General Controls: ▪ We will continue to utilize the services of external consultants to review our internal controls environment and make recommendations to remediate the material weaknesses in our financial reporting, including the remediation of the design of controls over provisioning, deprovisioning, access monitoring, and reviews of service organizations and complementary user entity controls. COSO Entity Level Controls: ▪ We will continue to utilize the services of external consultants to assist enhancement and robustness of entity level controls, leveraging the formal COSO mapping and maintenance of entity level controls currently being performed. ▪ Specifically, we will continue with the process of implementing controls to identify and monitor related party relationships and transactions and to finalize a formal delegation of authority process. Period End Financial Close and Reporting: ▪ We will conduct an assessment, and where necessary perform remedial actions, of our overall security role design and privileged user access for each of our in-scope applications, including our general ledger system. As we continue our evaluation and improve our internal control over financial reporting, management may identify and take additional measures to address control deficiencies but cannot provide absolute assurance that we will be successful in remediating the material weaknesses in a timely manner. This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to exemptions provided to issuers that are non-accelerated filers as defined in Section 2(a) of the Securities Act of 1933. Changes in Internal Control over Financial Reporting As required by Rule 13a-15(d) of the Exchange Act, our management, including our principal executive officer and our principal financial officer, evaluated whether any changes in our internal control over financial reporting occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, our principal executive officer and principal 53 financial officer concluded that the merger transaction with Vidello is considered a significant corporate event during the year ended December 31, 2025. On January 31, 2025, our company closed and completed a merger with Vidello Limited ("Vidello"), a private limited company registered in England and Wales, pursuant to an Agreement and Plan of Merger (the "Vidello Merger Agreement"), dated December 19, 2024, by and among the Company, Vidello, and certain shareholders of Vidello (the "Vidello Shareholders"). As a result, there have been material changes to our internal control environment. Our management has begun to assess and adjust our internal control processes to accommodate the integration of systems, personnel, and financial reporting functions. We will work on implementing additional controls to address the combined entity’s financial reporting requirements, ensuring accuracy, reliability, and compliance. While we believe these adjustments will enhance our overall control framework, we continue to monitor and evaluate their effectiveness to maintain the highest standards of financial reporting integrity. Other than the changes noted above regarding our steps to remediate our material weaknesses and the Vidello merger, there were no other changes in our internal control over financial reporting (as the term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2025 that have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information. a) There is nothing that the Company would be required to report on Form 8-K during the fourth quarter of the year covered by this Form 10-K that the Company has not reported on a Form 8-K. b) During the fiscal quarter ended December 31, 2025, none of our officers or directors, as defined in Rule 16a-1(f), informed us of the adoption , modification , or termination of any “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K. The Company has adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers, employees, and the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 54 PART III Item 10. Directors, Executive Officers and Corporate Governance. The following table sets forth as of the date of this Report, the name, age, and position of each director and executive officer: Directors and Executive Officers Name Age Position Joseph Davy 36 Chief Executive Officer, Chairman and Director Dean Ditto 59 Chief Financial Officer Simon Baumer 40 Chief Technology Officer Jack Leeney 41 Director Mason Ward 44 Director Paula Boggs 66 Director Kent Schofield 46 Director Executive Officer Biographies Joseph Davy serves as our Chief Executive Officer and Chairman of our Board, and prior to the Business Combination, served as Chief Executive Officer and as a member the Board of Legacy Banzai since co-founding Legacy Banzai in 2015. Prior to co-founding Legacy Banzai, Mr. Davy served as the General Manager at Avalara from 2013 to 2016. From 2012 to 2013, he served as Chief Executive Officer of Buystand. From 2012 to 2013, he also served as Customer Advisory Board Member at Microsoft Corp. Mr. Davy founded EvoApp in 2009 and served as its Chief Executive Officer and Chief Product Officer from 2009 to 2012. Prior to his service at EvoApp, Mr. Davy was a software engineer at International Business Machines Corp (IBM). Mr. Davy also served as a member of the board of directors of Legalpad Inc. from 2019 to 2022. Prior to joining IBM, Mr. Davy attended the University of North Carolina at Chapel Hill from 2007 to 2010. We believe Mr. Davy is qualified to serve on the Board due to his extensive venture capital experience and experience as founder and chief executive officer of Legacy Banzai. Dean Ditto serves as our Chief Financial Officer. Prior to joining Banzai, Mr. Ditto served in various CFO roles leading finance, capital markets, accounting, and reporting teams. Mr. Ditto served as the co-founder and Chief Financial Officer for Delta CXO LLC., from February 2024 to July 2025. From April 2022 to February 2024 Mr. Ditto served as the Chief Financial Officer for Akerna Corp. From December 2020 to August 2022 Mr. Ditto served as the Chief Financial Officer for Mydecine Innovations Group, Inc. From June 2019 to September 2020 Mr. Ditto served as the Chief Financial Officer for Sigue Corporation. Mr. Ditto attended Albion College from 1984 to 1988 where he received his Bachelors in Economics and Management, and then attended Indiana University’s Kelley School of Business from 1991 to 1993 where he received his M.B.A in Finance. Simon Baumer serves as our Chief Technology Officer and prior to this, served as Legacy Banzai’s Chief Technology Officer since 2021. Prior to that, Mr. Baumer worked at Verivox GmbH as Vice President of Engineering from 2018 to 2021, as Head of Software Development from 2016 to 2021, and as Teamlead for Software Development from 2015 to 2021. Mr. Baumer attended Heidelberg University from 2007 to 2013 where he received his Masters degree in Computer Science. Non-Executive Director Biographies Jack Leeney has served as a member of the Board since 2023 and prior to this, served as 7GC’s Chairman and Chief Executive Officer since its inception. Since September 2016, Mr. Leeney has served as a Founding Partner of 7GC & Co Sarl and is responsible for running the firm’s operations. Mr. Leeney led the firm’s investments in Cheddar TV, Capsule Pharmacy, hims & hers, Jyve, Roofstock, The Mom Project, and Reliance Jio. Since 2020, he has served as a director for The Mom Project. From December 2020 to November 2022, he served as a director of PTIC, a SPAC that closed an initial business combination with RW National Holdings, LLC (d/b/a Appreciate), the parent holding company of Renters Warehouse, in November 2022. Between April 2011 and December 2016, Mr. Leeney served on the boards of directors of Quantenna Communications, Inc. (Nasdaq: QTNA), DoAt Media Ltd. (Private), CinePapaya (acquired by Comcast), Joyent (acquired by Samsung), BOKU, Inc. (AIM: BOKU), Eventful (acquired by CBS) and Blueliv (Private). Previously, Mr. Leeney served as the Head of U.S. Investing for Telefonica Ventures, the investment arm of Telefonica (NYSE: TEF), between June 2012 and September 2016 and as an investor at Hercules Capital (NYSE: HTGC) between May 2011 and June 2012. He began his career as a technology-focused investment banker at Morgan Stanley in 2007, where he worked 55 on the initial public offerings for Tesla Motors, LinkedIn, and Pandora. Mr. Leeney holds a B.S. from Syracuse University. We believe Mr. Leeney is qualified to serve on the Board due to his extensive venture capital experience. Mason Ward has served as a member of the Board since December 2023, and prior to this, has served as the Chief Financial Officer of Alco Investment Company since 2018, and served as its Controller and Finance Director from 2015 to 2018. Prior to joining Alco, Mr. Ward served as an Infantry Officer in multiple operations, logistics, risk management and fiscal operations roles during two deployments to Afghanistan with the United States Army. Mr. Ward holds a B.S. in Civil Engineering from the University of Cincinnati and a Certificate in Accounting and a Masters in Business Administration from the University of Washington, and he is also a certified public accountant (inactive). We believe Mr. Ward is qualified to serve on the Board due to his extensive finance and accounting expertise and experience. Paula Boggs has served as a member of the Board since December 2023, and prior to this, is the founder and owner of Boggs Media, LLC, which manages Ms. Boggs’ musical, public speaking, and other creative business endeavors. A former executive at the Starbucks Coffee Company, she led the global law department of Starbucks from 2002 to 2012 and was Corporate Secretary of the Starbucks Foundation. Prior to that, Ms. Boggs was a Vice President of Legal for products, operations and information technology at Dell Computer Corporation from 1997 to 2002 and also held the role of Senior Deputy General Counsel starting in June 1997. Before joining Dell, Ms. Boggs was a partner with the law firm of Preston Gates & Ellis LLP from 1995 to 1997. Ms. Boggs is also a voting member and Pacific Northwest Chapter Governor of the Recording Academy, and serves on the Newport Festivals Foundation board, overseeing both the Newport Jazz Festival and Newport Folk Festival. She was previously on the board of Fender; a member of the Board of Premera Blue Cross and chair of its compensation and investments committees; a member of the Nominating/Trusteeship, Audit/Compliance (including six years as the chair of the audit committee) and Executive Committees of Johns Hopkins University’s board of trustees; a member of the Executive Committee of KEXP Radio, an affiliate of National Public Radio and the University of Washington; a member of the audit committee for School of Rock LLC; a member of the American Bar Association board of governors, chairing its investments committee; a member of the President’s Committee for the Arts and the Humanities from 2013 through 2017; a member of the White House Council for Community Solutions from 2010 to 2012; a member of the audit and nominating committee of the American Red Cross; and a member of the board of Sterling Financial Inc. Ms. Boggs holds a B.A. from Johns Hopkins University and a J.D. from the University of California at Berkeley. We believe Ms. Boggs is qualified to serve on the Board due to her extensive governance and Fortune 500 experience with high-growth companies. Kent Schofield holds a bachelor’s degree in economics from UCLA and has a distinguished career in finance and corporate development. From September 2010 to June 2015, he worked for Goldman Sachs, where he served as Vice President and lead equity analyst covering technology companies in the software and hardware industries. Following Goldman Sachs, Mr. Schofield spent 5 years at Uber, from April 2017 to September 2021, in various positions including Director of Investor Relations and Corporate Development. At Uber, Mr. Schofield was one of four Uber representatives for the company’s $8.1 billion IPO roadshow; he also served as a Director of Strategic Finance at Uber. Since December 2022, Mr. Schofield has been serving as the Chief Financial Officer of Welcome Tech, a leading provider of immigrant and hourly employee subscription services. We believe Mr. Schofield is qualified to serve on the Board due to his extensive public market investing and financial experience. Significant Employee Other than our officers and directors, we currently have one person who we consider to be a significant employee: Michael Kurtzman serves as our Chief Revenue Officer. Most recently, Mr. Kurtzman served as CEO of Violett, Inc., an AI-enabled air health platform. Prior to that, he was Chief Revenue Officer at Zype (acquired by Backlight), where he oversaw all revenue and customer-facing functions and led the integration of multiple acquisitions. Earlier in his career, he served as Senior Vice President of Sales at Panopto, a venture-backed SaaS company, where he helped triple annual recurring revenue and supported a successful exit. He also held the role of Vice President of Global Sales at Comcast Technology Solutions, following its acquisition of the Platform. Mr. Kurtzman holds a bachelor’s degree in Speech Communications from University of Illinois. Role of Board in Risk Oversight One of the key functions of the Board is informed oversight of the Company’s risk management process. The Board does not currently have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk 56 exposure and the Company’s audit committee (the “Audit Committee”) has the responsibility to consider and discuss the Company’s major financial risk exposures and the steps its management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Company’s audit committee also monitors compliance with legal and regulatory requirements. The Company’s compensation committee (the “Compensation Committee”) assesses and monitors whether the Company’s compensation plans, policies and programs comply with applicable legal and regulatory requirements. Composition of the Board The Company’s business and affairs is managed under the direction of the Board. The Board currently consists of five members, with Joseph Davy serving as Chairman of the Board. The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling, and direction to the Company’s management. The Board meets on a regular basis and additionally as required. In accordance with the terms of the Charter, the Board is divided into three classes, Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving a three-year term. The Class I directors are elected to an initial one-year term (and three-year terms subsequently), the Class II directors are elected to an initial two-year term (and three-year terms subsequently) and the Class III directors are elected to an initial three-year term (and three-year terms subsequently). There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. The Board is divided into the following classes: ▪ Class I, which consists of Joseph Davy and Kent Schofield, whose terms will expire at the Company’s annual meeting of stockholders to be held in 2027; ▪ Class II, which consists of Mason Ward, whose term will expire at the Company’s annual meeting of stockholders to be held in 2028; and ▪ Class III, which consists of Paula Boggs and Jack Leeney, whose terms will expire at the Company’s annual meeting of stockholders to be held in 2026. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. This classification of the Board may have the effect of delaying or preventing changes in the Company’s control or management. Directors may be removed for cause by the affirmative vote of the holders of at least 66 2/3% of the voting power of all outstanding shares of capital stock of the Company entitled to vote at an election of directors, voting together as a single class. Director Independence The Board has determined that each of our directors other than Mr. Davy qualify as independent directors, as defined under the listing rules of The Nasdaq Capital Market (the “Nasdaq listing rules”), and that the Board consists of a majority of “independent directors,” as defined under the rules of the SEC and Nasdaq listing rules relating to director independence requirements. Board Committees and Committee Composition The Board has three standing committees: the audit committee, the compensation committee and the nominating and corporate governance committee. Each committee operates under a written charter that has been approved by the Board and satisfies the applicable listing standards of Nasdaq. Written copies of these committee charters may be obtained by contacting our Investor Relations Department at 435 Ericksen Ave NE, Suite 250, Bainbridge Island, WA 98110. These documents are also available on the Corporate Governance section of our website at https://ir.banzai.io/corporate-governance/governance-overview . The Chair of each committee reviews and discusses the agendas and materials for meetings with senior management in advance of distribution to the other committee members, and reports to the Board on actions taken at each committee meeting. The following table sets forth the current membership of each committee. 57 Name Audit Committee Compensation Committee Nominating and Corporate Governance Committee Joseph Davy Jack Leeney ☑ Mason Ward ☑ Chair ☑ Paula Boggs ☑ ☑ Chair Kent Schofield Chair Audit Committee The Audit Committee consists of Kent Schofield, who serves as the chairperson, Mason Ward, and Paula Boggs. Each member qualifies as an independent director under the Nasdaq corporate governance standards, and that each of Ms. Boggs and Mr. Schofield qualifies as independent under the independence requirements of Rule 10A-3 of the Exchange Act. In arriving at this determination, the Board examined each audit committee member’s scope of experience and the nature of their prior and/or current employment. The Board determined that Mr. Schofield qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under the rules of Nasdaq. In making this determination, the Board considered Mr. Schofield: understanding of generally accepted accounting principles and financial statements, ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; experience in actively supervising one or more persons engaged in preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements; understanding of internal control over financial reporting; and understanding of audit committee functions. We are relying on the phase-in exemption provided under Rule 10A-3 of the Exchange Act and the Nasdaq rules. While we believe Mr. Ward may be deemed to own in excess of 10% of our Common Stock, a class of voting securities, as of the date of this Report, which would leave him outside the safe harbor provision of SEC Rule 10A-3, Mr. Ward will serve on the Audit Committee under the phase-in exemption referenced above. In accordance with the phase-in exemption, we expect that a majority of the members of our Audit Committee will satisfy the independence standards under the Exchange Act and Nasdaq listing rules within 90 days of the closing of the Business Combination and all members of our Audit Committee will satisfy the independence standards under the Exchange Act and Nasdaq listing rules within 12 months of the Closing of the Business Combination. The primary purpose of the Audit Committee is to discharge the oversight responsibilities of the Board with respect to our corporate accounting and financial reporting processes, systems of internal control over financial reporting, and financial statement audits, as well as the quality and integrity of the financial statements and reports and to oversee the qualifications, independence, and performance of our independent registered public accounting firm. The Audit Committee also provides oversight assistance in connection with legal, risk, regulatory, and ethical compliance programs established by management and the Board. Specific responsibilities of the Audit Committee include: ▪ helping the Board oversee its corporate accounting and financial reporting processes; ▪ reviewing and discussing with management the adequacy and effectiveness of our disclosure controls and procedures; ▪ assisting with design and implementation of our risk assessment functions; ▪ managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; ▪ discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results; ▪ developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; ▪ reviewing related person transactions; 58 ▪ obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes our internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law; and ▪ approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm. Compensation Committee The Compensation Committee consists of Mason Ward, who serves as the chairperson and Paula Boggs. Each member is independent under the listing standards of Nasdaq, and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. An additional member will be appointed in the near future. The primary purpose of the Compensation Committee will be to discharge the responsibilities of the Board in overseeing the Company’s compensation policies, plans, and programs and to review, approve, and/or recommend the compensation to be paid to its executive officers, directors, and other senior management, as appropriate. Specific responsibilities of the Compensation Committee include: ▪ reviewing and recommending to the Company’s Board the compensation of the Chief Executive Officer and other executive officers; ▪ reviewing and recommending to the Board the compensation of the Company’s directors; ▪ administering the Company’s equity incentive plans and other benefit programs; ▪ reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for the Company’s executive officers and other senior management; ▪ reviewing and establishing general policies relating to compensation and benefits of the Company’s employees, including the Company’s overall compensation philosophy; and ▪ reviewing and evaluating with the Chief Executive Officer the succession plans for the Company’s executive officers. Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee consists of Paula Boggs, who serves as the chairperson, Jack Leeney and Mason Ward. Each member is independent under the listing standards of Nasdaq, which is discussed below. Specific responsibilities of the Nominating and Corporate Governance Committee include: ▪ identifying, reviewing, and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the Board; ▪ considering and making recommendations to the Board regarding the composition and chairmanship of the committees of the Board; ▪ reviewing with the Chief Executive Officer the plans for succession to the offices of the Company’s executive officers and make recommendations to the Board with respect to the selection of appropriate individuals to succeed to these positions; ▪ developing and making recommendations to the Board regarding corporate governance guidelines and matters; and ▪ overseeing periodic evaluations of the Board’s performance, including committees of the Board. Code of Business Conduct and Ethics We have a code of business conduct and ethics (the “Code of Conduct”) that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We will provide, without charge, a copy of our Code of Conduct upon written request mailed to the attention of our Investor Relations Department at 435 Ericksen Ave NE, Suite 250, Bainbridge Island, WA 98110. Our Code of Conduct is available under the Corporate Governance section of our website at 59 https://ir.banzai.io/corporate-governance/governance-overview .We will post on our website all disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of the Code of Conduct. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this Report. Limitation on Liability and Indemnification of Directors and Officers Our Charter eliminates each director’s liability for monetary damages for breaches of fiduciary duty as a director, except to the extent prohibited by law, unless a director violated his or her duty of loyalty to the Company or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from his or her actions as a director. The Charter eliminates directors’ liability for monetary damages to the fullest extent permitted by applicable law. Our Charter requires the Company to indemnify and advance expenses to, to the fullest extent permitted by applicable law, its directors, officers, and agents and prohibit any retroactive changes to the rights or protections or increase the liability of any director in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification. We believe these provisions in our Charter are necessary to attract and retain qualified persons as directors and officers. However, these provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors, executive officers, and beneficial owners of more than 10% of our common stock to file reports with the SEC indicating their holdings of, and transactions in, Banzai’s equity securities. Based solely on a review of copies of these reports, we believe that other than the report listed below, all of our executive officers, directors, and 10% owners timely complied with all Section 16(a) filing requirements in 2025. Mr. Ditto filed his Form 3 late, but as of the date of this Report it has been filed. Additionally, the following directors and officers were late filing his/her respective Form 4: Joseph Davy, Simon Baumer, Jack Leeney, Mason Ward, Paula Boggs, and Kent Schofield. Item 11. Executive Compensation. Our named executive officers for the fiscal year ended December 31, 2025, consisting of our principal executive officer, principal financial officer and the next two most highly compensated executive officers, were: ▪ Joseph Davy, our Chief Executive Officer; ▪ Dean Ditto, our Chief Financial Officer; ▪ Simon Baumer, our Chief Technology Officer; and ▪ Michael Kurtzman, our Chief Revenue Officer. 60 2025 Summary Compensation Table The following table presents the compensation paid or awarded to our named executive officers for the years ended December 31, 2025 and 2024: Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Joseph Davy – Chief Executive Officer 2025 $ 350,000 $ — $ 375,700 (1) $ — $ 125,000 (1) $ — $ 8,437 (1) $ 859,137 Joseph Davy – Chief Executive Officer 2024 310,417 — 500,000 (2) 29,700 (3) — — 12,000 (4) 852,117 Simon Baumer – Chief Technology Officer 2025 325,000 — 148,635 (5) — 18,750 (6) — 250 (7) 492,635 Simon Baumer – Chief Technology Officer 2024 291,223 — — 7,425 (3) — — — 298,648 Dean Ditto – Chief Financial Officer (8) 2025 128,125 — 100,000 (5) — 25,000 (6) — 10,042 (9) 263,167 Alvin Yip – former Interim Chief Financial Officer (8) 2025 241,500 (10) — 148,635 (5) — 12,500 (6) — 270 (11) 402,905 Alvin Yip – former Interim Chief Financial Officer (8) 2024 220,833 — 50,000 (2) 10,455 (3) — — — 281,288 Michael Kurtzman – Chief Revenue Officer (12) 2025 154,375 56,250 (13) 225,000 (5) — — — 250 (7) 435,875 Mark Musburger – former Chief Financial Officer (14) 2024 106,714 — — — — — 125,000 (15) 231,714 Ashley Levesque – former Vice President of Marketing (16) 2024 78,750 — — — — — 3,150 (4) 81,900 61 (1) The Stock Awards amount includes the aggregate grant date fair value of an equity award with market conditions to Mr. Davy during the year ended December 31, 2025 under the 2023 Equity Incentive Plan determined in accordance with ASC Topic 718. See Note 16 – Stock-Based Compensation to our consolidated financial statements included in this Report. These amounts do not reflect the actual economic value that may be realized by the named executive officer. The Non-Equity Incentive Compensation Plan described in "2025 Bonuses" below. The All Other Compensation amount consists of Company-match 401(k) plan contributions of $8,167, a home office stipend of $250, and a miscellaneous bonus of $20. (2) These amounts include the aggregate grant date fair value of RSU awards to our named executive officers during the year ended December 31, 2024 under the 2023 Equity Incentive Plan (Mr. Davy: $500,000; Mr. Yip: $50,000) determined in accordance with ASC Topic 718. See Note 16 – Stock-Based Compensation to our consolidated financial statements included in this Report. These amounts do not reflect the actual economic value that may be realized by the named executive officer. (3) The amounts include the aggregate grant date fair value of stock options granted to our named executive officers during the year ended December 31, 2024 under the 2023 Equity Incentive Plan (Mr. Davy: $29,700; Mr. Baumer: $7,425; and Mr. Yip: $10,455) determined in accordance with ASC Topic 718. See Note 16 – Stock-Based Compensation to our consolidated financial statements included in this Report. These amounts do not reflect the actual economic value that may be realized by the named executive officer. (4) Consists of Company-match 401(k) plan contributions. (5) These amounts consist of the aggregate grant date fair value of RSU awards to our named executive officers during the year ended December 31, 2025 under the 2023 Equity Incentive Plan (Mr. Baumer: $148,635; Mr. Ditto: $100,000; Mr. Kurtzman: $225,000; and Mr. Yip: $148,635) determined in accordance with ASC Topic 718. Note 16 – Stock-Based Compensation to our consolidated financial statements included in this Report. These amounts do not reflect the actual economic value that may be realized by the named executive officer. (6) Consists of annual cash incentive bonuses, as further described in "2025 Bonuses." (7) Consists of home office stipend. (8) On July 2, 2025, Mr. Ditto was appointed as our Chief Financial Officer, as further described in "2025 Compensation Update." Mr. Ditto replaced Mr. Yip who had served as our interim Chief Financial Officer since June 14, 2024. (9) This amount consists of Company-match 401(k) plan contributions of $5,042 and a temporary housing allowance of $5,000. (10) In December 2024, the Board approved increasing Mr. Yip's salary to $241,500 per year, effective as of January 1, 2025. (11) Consists of a home office stipend of $250, and a miscellaneous bonus of $20. (12) On June 16, 2025, Mr. Kurtzman was appointed as our Chief Revenue Officer, as further described in "2025 Compensation Update." (13) Consists of the guaranteed portion of an annual cash incentive bonus, as further described in "2025 Bonuses." (14) On June 5, 2024, Mark Musburger resigned from his position as Chief Financial Officer. (15) Consists of a retention bonus paid in 2024. (16) On May 29, 2024, Ashley Levesque resigned from her position as Vice President of Marketing. Narrative Disclosure to Summary Compensation Table 2025 Compensation Update In connection with Mr. Ditto’s appointment as Chief Financial Officer in July 2025, the Company and Mr. Ditto entered into an employment offer letter (the "Ditto Offer Letter"), effective July 2, 2025. Pursuant to the Ditto Offer Letter, Mr. Ditto (i) is entitled to receive an annual salary of $275,000 per annum; and (ii) will be eligible to receive an annual incentive cash bonus of $100,000, subject to the achievement of certain goals, the specifics of which were to be agreed upon at a later date. In addition to his annual salary, the Board approved an award of RSUs equivalent to $100,000. The RSUs will vest quarterly and the last ¼ will become fully vested 12 months after they are approved by the Board. The equity will be subject to the terms and conditions of the Company’s 2023 Equity Incentive Plan. In connection with Mr. Kurtzman’s appointment as Chief Revenue Officer in June 2025, the Company and Mr. Kurtzman entered into an employment offer letter (the "Kurtzman Offer Letter"), effective May 16, 2025. Pursuant to the Kurtzman Offer Letter, Mr. Kurtzman (i) is entitled to receive an annual salary of $285,000 per annum; and (ii) will be eligible to receive an annual incentive cash bonus of $225,000, of which, $56,250 is guaranteed, and the remainder of which is subject to the achievement of certain goals, the specifics of which were to be agreed upon at a later date. In addition to his annual salary, the Board approved an award of RSUs equivalent to $225,000. The RSUs will vest quarterly 62 and the last ¼ will become fully vested 12 months after they are approved by the Board. The equity will be subject to the terms and conditions of the Company’s 2023 Equity Incentive Plan. 2025 Bonuses In addition to base salaries, our named executive officers are eligible to receive annual performance-based cash bonuses, which are designed to provide appropriate incentives to our employees to achieve defined performance goals. During 2025, Mr. Davy earned an annual incentive bonus of $125,000 that was paid in stock, and Mr. Ditto and Mr. Baumer earned annual incentive cash bonuses of $25,000 and $18,750, respectively. Mr. Kurtzman earned the guaranteed portion of his annual incentive cash bonus of $56,250. None of our named executive officers received annual performance-based cash bonuses with respect to the year ended December 31, 2024. Equity Grants To further align the interests of our executive officers with the interests of our stockholders and to further focus our executive officers on our long-term performance, we grant equity compensation in the form of restricted stock units (RSUs) and stock options. During the year ended December 31, 2025, the Company granted RSUs. Each RSU entitles the recipient to one share of Class A Common Stock upon vesting. RSU awards vest 25% quarterly over a period of one year, subject to the named executive officer’s continued service at each vesting date. The Company measures the fair value of RSUs using the stock price on the date of grant. During 2025, the Company granted Mr. Davy an equity award that includes a market condition based on specified market capitalization thresholds at $15.0 million, $20 million, $25 million and $30.0 million, which result in tranches of stock grants of $250 thousand, $500 thousand, $500 thousand and $750 thousand, respectively, up to $2.0 million in the aggregate ("CEO Award") which had a grant date fair value of $375,700. Mr. Baumer, Mr. Ditto and Mr. Kurtzman were granted 9,709 RSUs, 32,362 RSUs, and 72,815 RSUs, which had a grant date fair value of $148,635, $100,000, and $225,000, respectively. During 2024, the Company granted Mr. Davy and Mr. Yip 30,488 RSUs and 3,289 RSUs, which had a grant date fair value of $500,000 and $50,000, respectively. Historically, the Company granted stock options. Stock options allow the holder to exercise the stock option and receive shares upon exercise, with the exercise price determined based on the fair market value of a share of common stock at the time of grant. The stock options granted to our named executive officers vested or will vest in a 25% increment on the one-year anniversary of the vesting commencement date and thereafter 1/48 th of the total shares underlying the option award vests in 36 equal monthly installments, subject to the named executive officer’s continued service at each vesting date. During 2024, the Company granted Mr. Davy, Mr. Baumer, and Mr. Yip 1,200 stock options, 300 stock options, and 8 stock options, which had a grant date fair value of $29,700, $43,433, and $95,074, respectively. 63 Outstanding Equity Awards as of December 31, 2025 The following table presents the outstanding equity incentive plan awards held by each named executive officer as of December 31, 2025: Option Awards (1) Stock Awards (2) Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable (3) Options Exercise Prices Option Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Been Issued Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Been Issued Name # # $ Expiration Date # $ # $ Joseph Davy 79 121 500 5/14/2034 158 242 1,000 5/14/2034 237 363 2,500 5/14/2034 — — — 375,700 (4) Simon Baumer 62 — 1,410 7/14/2031 60 2 1,385 2/15/2032 46 16 4,190 3/1/2033 19 31 500 5/14/2034 39 61 1,000 5/14/2034 59 91 2,500 5/14/2034 — — 2,428 (5) 2,345 Dean Ditto — — 24,272 (6) 23,439 Michael Kurtzman — — 36,408 (7) 35,159 Alvin Yip 14 11 4,190 12/2/2033 7 12 147 5/14/2034 — — 45 (8) 43 — — 2,428 (9) 2,345 (1) Each of the Option Awards was granted under the 2016 Plan or the 2023 Equity Incentive Plan. (2) Each of the Stock Awards was granted under the 2023 Equity Incentive Plan. (3) 25% of the total shares underlying the option award vest on the one-year anniversary of the vesting commencement date, thereafter 1/48th of the total shares underlying the option award vest in 36 equal monthly installments, subject to continued employment at each vesting date. (4) The CEO Award will vest into common stock in 4 tranches ranging from $250 thousand to $750 thousand, up to $2.0 million in the aggregate, if specified market capitalization thresholds ranging from $15.0 million to $30.0 million are met. (5) The RSUs vest quarterly commencing with the January 1, 2025 grant date, and the last ¼ will become fully vested in January 2026, subject to continued employment through the applicable vesting dates. (6) The RSUs vest quarterly commencing with the July 14, 2025 grant date, and the last ¼ will become fully vested in July 2026, subject to continued employment through the applicable vesting dates. (7) The RSUs vest quarterly commencing with the August 22, 2025 grant date, and the last ¼ will become fully vested in June 2026, subject to continued employment through the applicable vesting dates. (8) The RSUs vest annually commencing with the May 14, 2024 grant date, and the last ¼ will become fully vested in May 2028, subject to continued employment through the applicable vesting dates. (9) The RSUs vest quarterly commencing with the January 1, 2025 grant date, and the last ¼ will become fully vested in January 2026, subject to continued employment through the applicable vesting dates. 64 Additional Narrative Disclosure 401(k) Plan We maintain a 401(k) plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation up to certain Code limits, which are updated annually. We make employer contributions under the 401(k) plan and also have the ability to make employer profit sharing contributions to the 401(k) plan. The 401(k) plan is intended to be qualified under Section 401(a) of the Code, with the related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made, and contributions and earnings on those amounts are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan. Non-Employee Director Compensation The Board reviews director compensation periodically to ensure that director compensation remains competitive such that the Company is able to recruit and retain qualified directors. In January 2026, the Board approved compensation for the 4 non-employee directors for the year ended December 31, 2025 of $327,595 in the form of 216,950 RSUs. In December 2024, the 4 non-employee directors received compensation of $371,507 in the form of 30,049 RSUs. In December 2023, the Company adopted a board of directors’ compensation program that is designed to align compensation with the Company’s business objectives and the creation of stockholder value, while enabling the Company to attract, retain, incentivize, and reward directors who contribute to the long-term success of the Company. Under that program, our non-employee directors are eligible to receive the following: ▪ Annual base retainer of $100,000, to be paid as determined by the Compensation Committee; ▪ Committee Chair Retainers: Audit Committee, $10,000; Compensation Committee, $5,000; and Nominating and Corporate Governance Committee, $5,000. ▪ Committee Member Retainers: Audit Committee, $5,000; Compensation Committee, $2,500; and Nominating and Corporate Governance Committee, $2,500. Our non-employee directors are also reimbursed for their reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings. Disclosure of Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information. Disclosure of Registrant's Action to Recover Erroneously Awarded Compensation In response to Item 402(w) of Regulation S-K, there was no time during or after the last completed fiscal year that the Company was required to either prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the Company’s compensation recovery policy, or had an outstanding balance as of the end of the last completed fiscal year of erroneously awarded compensation to be recovered from the application of the policy to a prior restatement. Rule 10b5-1 Sales Plans Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The director or executive officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with the terms of our insider trading policy. The sale of any shares under such a plan will be subject to the Lock-Up Agreements, to the extent that the selling director or executive officer is a party thereto. 2025 Policies and Practices Related to the Grant of Certain Equity Awards In response to Item 402(x)(1) of Regulation S-K, the Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments within four business days before or one business day after the 65 release of a Form 10-Q, 10-K, or 8-K that discloses material nonpublic information (MNPI) . Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of such options, the Board will evaluate the appropriate steps to take in relation to the foregoing. 66 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Securities Authorized for Issuance under Equity Compensation Plans The following table summarizes our equity securities authorized for issuance as of December 31, 2025. Plan Category Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c) (1) Equity compensation plans approved by shareholders 12,494 $ 1,577.59 487,510 Equity compensation plans not approved by shareholders — — — Total 12,494 $ 1,577.59 487,510 (1) Includes 486,366 shares available pursuant to our 2023 Equity Incentive Plan and 1,144 shares available pursuant to our Employee Stock Purchase Plan. The total number of securities remaining available for future issuance indicated above reflects the expansion of shares available under the 2023 EIP Plan, to 1,000,000 shares, which Banzai’s shareholders approved on February 28, 2025. Security Ownership of Certain Beneficial Owners and Management The following table sets forth information regarding the beneficial ownership of shares of our Class A Common Stock and Class B Common Stock as of the date hereof for: ▪ each person known to us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock; ▪ each of our named executive officers; ▪ each of our directors; and ▪ all directors and named executive officers as a group. Beneficial ownership of our Common Stock is determined in accordance with the rules of the SEC and generally includes voting and investment power with respect to the securities. Except as otherwise provided by footnote, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. The number of shares of Common Stock used to calculate the percentage ownership of each listed person includes the shares of Common Stock underlying options or warrants or convertible securities held by such persons that are currently exercisable or convertible within 60 days of the date hereof, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Beneficial ownership as set forth below is based on our review of our record stockholders list and public ownership reports filed by certain stockholders of the Company and may not include certain securities held in brokerage accounts or beneficially owned by the stockholders described below. The percentage of beneficial ownership is based on 16,947,708 shares of Class A Common Stock and 607,998 shares of Class B Common Stock outstanding as of March 27, 2026. 67 Class A Common Stock Class B Common Stock Total Voting Power Name and Address of Beneficial Owner † Shares % Shares % % †† Directors and Named Executive Officers Joseph Davy (1) 31,087 * 607,998 100.0 % 26.5 % Paula Boggs (2) 7,673 * — * * Jack Leeney (3) 6,998 * — * * Kent Schofield (4) 9,645 * — * * Mason Ward (5) 8,223 * — * * Dean Ditto (6) 52,108 * — * * Simon Baumer (7) 46,201 (2) * — * * All Directors and Executive Officers of the Company as a Group (7 Individuals) 161,935 * 607,998 100.0 % 27.1 % Five Percent or Greater Holders CP BF Lending, LLC (8) 2,682,074 15.8 % — * 11.6 % FE IV OR Aggregator, LLC (9) 1,226,624 7.2 % — * 5.3 % * Less than 1%. † Unless otherwise noted, the business address of each of the following persons is c/o Banzai International, Inc., 435 Ericksen Ave NE, Suite 250, Bainbridge Island, WA 98110. †† Each share of Common Stock entitles its holders to one vote per share; each share of Class B Common Stock entitles its holder to ten votes on all matters presented to our stockholders generally. As a result, percentage of voting power is based on 23,027,688 total votes. (1) Consists of 30,488 shares of Class A Common Stock, 607,998 shares of Class B Common Stock, and options to purchase 599 shares of Class A Common Stock exercisable within 60 days of March 27, 2026 held directly by Joseph Davy. (2) Consists of 7,673 shares of Class A Common Stock held directly by Paula Boggs. (3) Consists of 6,998 shares of Class A Common Stock held directly by Jack Leeney. (4) Consists of 9,645 shares of Class A Common Stock held directly by Kent Schofield. (5) Consists of 8,223 shares of Class A Common Stock and warrants to purchase 706 shares of Class A Common Stock held directly by Mason Ward. (6) Consists of 9,856 shares of Class A Common Stock held directly by Dean Ditto, and 42,252 RSUs that will vest into shares of Class A Common Stock within 60 days of March 27, 2026. (7) Consists of 9,709 shares of Class A Common Stock held directly by Simon Baumer, 36,167 RSUs that will vest into shares of Class A Common Stock within 60 days of March 27, 2026, and options to purchase 325 shares of Class A Common Stock exercisable within 60 days of March 27, 2026. (8) Columbia Pacific Advisors may be deemed to beneficially own the securities held by CP BF Lending, LLC because they are the controlling members of the Board of Managers of Columbia Pacific Advisors, LLC. Columbia Pacific Advisors LLC is the manager of CP Business Finance GP, LLC, the manager of CP BF Lending, LLC. The address of CP BF Lending, LLC is 1910 Fairview Ave. E., Suite 300, Seattle, WA 98102. (9) Includes (i) 49,996 shares of Class A common stock held by FE IV OR Aggregator, LLC (“FE Aggregator”) and (ii) 1,176,628 shares of Class A common stock issuable upon the exercise of Pre-Funded Warrants held by FE Aggregator. FE Aggregator’s right to exercise Pre-Funded Warrants at any particular time is subject to the Beneficial Ownership Limitation described above, however, for purposes of the second column of the above table, all shares of Class A common stock underlying the Pre-Funded Warrants have been included. As the manager, of FE Aggregator, Frederick N. Coulson, IV may be deemed to have voting and dispositive power over the shares of Class A common stock held by FE Aggregator. The address of FE Aggregator and Mr. Coulson is 4801 Main Street, Suite 700, Kansas City, MO 64112. Item 13. Certain Relationships and Related Transactions, and Director Independence. Related Party Transactions The information required by Item 404 of Regulation S-K is incorporated herein by reference to Notes 5 and 12 to the consolidated financial statements of this Annual Report on Form 10-K. Except as disclosed in such notes, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since January 1, 2024, in which the amount 68 involved in the transaction exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last two completed fiscal years. Related Person Transactions Policy The Company is in the process of formally adopting a written related person transactions policy. The Board has historically identified, reviewed and approved any transactions, arrangements or relationships (or any series of similar transactions, arrangements or relationships) in Banzai or any of its subsidiaries and related persons are, were or would be participants, including the transactions described above. Prior to approving such a transaction, the material facts as to a director or officer’s relationship or interest in the agreement or transaction were disclosed to the Board. Under the policy, a related person is any executive officer, director, nominee to become a director or a security holder known by us to beneficially own more than 5% of any class of our voting securities (a “significant stockholder”), including any of their immediate family members and affiliates, including entities controlled by such persons or such person has a 5% or greater beneficial ownership interest. Each director and executive officer shall identify, and we shall request each significant stockholder to identify, any related person transaction involving such director, executive officer or significant stockholder or his, her or its immediate family members and inform the Chair of our Audit Committee pursuant to this policy before such related person may engage in the transaction. Each related person transaction must be reviewed and approved in accordance with our related party transactions policy either by the Audit Committee or, if the Audit Committee determines that the approval of such related party transaction should be considered by all of the disinterested, independent members of the Board, by the disinterested, independent members of the Board by the vote of a majority thereof. In considering related person transactions, our Audit Committee or the disinterested, independent members of the Board, as the case may be, take into account the relevant available facts and circumstances, which may include, but are not limited to: ▪ the size of the transaction and the amount payable to a related party; ▪ the nature of the interest of the related party in the transaction; ▪ whether the transaction may involve a conflict of interest; ▪ whether the transaction involves the provision of goods or services to the Company that are available from unaffiliated third parties and, if so, whether the transaction is on terms and made under circumstances that are at least as favorable to the Company as would be available in comparable transactions with or involving unaffiliated third parties; and ▪ any other information regarding the related party transaction or related party that would be material to investors in light of the circumstances of the transaction. Our Audit Committee or the disinterested, independent members of the Board, as the case may be, shall approve only those related party transactions that they determine in good faith, based on all of the relevant information available to them, are in the best interests of the Company and our stockholders. Item 14. Principal Accountant Fees and Services. Independent Registered Public Accounting Firm Fees for professional services provided by our independent registered public accounting firms Bush & Associates CPA LLC for the year ended December 31, 2025, and Marcum LLP for the year ended December 31, 2024, are as follows: Year Ended December 31, ($ in Thousands) 2025 2024 Audit fees (1) $ 336 $ 770 Audit-related fees (2) — — Tax fees — — All other fees — — Total $ 336 $ 770 69 (1) Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services rendered in connection with our statutory and regulatory filings. (2) Audit-related services consist of fees for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. Pre-Approval Policy Except as permitted under federal law and SEC rules, all audit and non-audit services performed by our auditors must be pre-approved by the Audit Committee, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). All services reflected in the foregoing table were pre-approved by the Audit Committee in 2025 and 2024. 70 PART IV Item 15. Exhibits and Financial Statement Schedules. (1) Financial Statements: Report of Independent Registered Public Accounting Firm (PCAOB ID: 6797) Report of Independent Registered Public Accounting Firm (PCAOB ID: 688) Consolidated Balance Sheets as of December 31, 2025 and 2024 Consolidated Statements of Operations for the Years ended December 31, 2025 and 2024 Consolidated Statements of Stockholders’ Deficit for the Years ended December 31, 2025 and 2024 Consolidated Statements of Cash Flows for the Years ended December 31, 2025 and 2024 Notes to the Consolidated Financial Statements (2) Financial Statements Schedules: (3) All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto. (4) Exhibits: The following is a list of exhibits filed as part of this Annual Report on Form 10-K. Item 16. Form 10-K Summary. Not applicable. 71 Exhibit Index Exhibit Number Description 2.1+ Agreement and Plan of Merger, dated December 8, 2022, by and among Banzai, 7GC, First Merger Sub and Second Merger Sub (incorporated by reference to Annex A-1 to the Registration Statement on Form S-4 filed on August 31, 2023). 2.2 Amendment to Agreement and Plan of Merger, dated August 4, 2023, by and among the Company and 7GC (incorporated by reference to Annex A-2 to the Registration Statement on Form S-4 filed on August 31, 2023). 2.3 Agreement and Plan of Merger, dated December 10, 2024, by and among Banzai International, Inc., Banzai Reel Acquisition, Inc. ClearDoc, Inc., and certain stockholders of ClearDoc, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on December 19, 2024). 2.4 Acquisition Agreement, dated December 19, 2024, by and among Banzai International, Inc., Vidello Limited, and the Shareholders of Vidello Limited (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on December 20, 2024). 2.5 Agreement and Plan of Merger, dated January 22, 2025 by and between Banzai International, Inc. and Act-On Software, Inc. (incorporated by reference to the Current Report on Form 8-K filed on January 23, 2025) 3.1 Second Amended and Restated Certificate of Incorporation of the Company, dated December 14, 2023. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 20, 2023). 3.2 Second Amended and Restated Bylaws of the Company, dated December 14, 2023 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on December 20, 2023). 3.3 Third Amended and Restated Bylaws of the Company, dated March 3, 2025 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on March 4, 2025). 3.4 Amendment to Second Amended and Restated Certificate of Incorporation of the Company, dated September 11, 2024. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on September 16, 2024). 3.5 Amendment to Second Amended and Restated Certificate of Incorporation of the Company, dated March 3, 2025. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 4, 2025). 3.6 Form of Senior Secured Convertible Note (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on July 3, 2025). 3.7 Fourth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 17, 2025). 4.1 Specimen Class A Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on December 20, 2023). 4.2 Specimen Class B Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on December 20, 2023). 4.3 Specimen Warrant Certificate of the Company (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on December 20, 2023). 4.4 Warrant Agreement, dated December 22, 2020, by and between 7GC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by 7GC on December 28, 2020). 4.5 Amended and Restated Convertible Promissory Note, by and among Banzai and CP BF Lending, LLC (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-4 filed by 7GC on August 30, 2023). 4.6 Subordinated Promissory Note, dated December 13, 2023, issued by the Company to Alco Investment Company (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed on December 20, 2023). 4.7 Warrant to Purchase Shares of Common Stock of Banzai International, Inc., dated December 15, 2023, issued by the Company to GEM Yield Bahamas Limited (incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K filed on December 20, 2023). 4.8 Promissory Note, dated as of December 14, 2023, issued by Banzai International, Inc. to YA II PN, LTD (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December 18, 2023) . 4.9 Promissory Note, dated as of February 5, 2024, issued by Banzai International, Inc. to YA II PN, LTD (incorporated by reference to Exhibit 4.11 to the Registration Statement on Form S-1 filed on February 5, 2024). 72 4.10 Promissory Note Agreement, dated as of March 26, 2024, issued by Banzai International, Inc. to YA II PN, LTD (incorporated by reference to Exhibit 4.10 to the Annual Report on Form 10-K filed on April 15, 2025). 4.11* Description of Securities. 4.12 Certificate of Designation of Series FE Preferred Stock (incorporated by reference to the 8-K filed on December 19, 2024). 4.13 Form of Senior Secured Convertible Note (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on July 3, 2025). 4.14 Form of Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on July 3, 2025). 10.1 Letter Agreement, dated December 22, 2020, by and among 7GC, its officers, its directors and the 7GC Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by 7GC on December 28, 2020). 10.2 Private Placement Warrants Purchase Agreement, dated December 22, 2020, by and between 7GC and the 7GC Sponsor (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by 7GC on December 15, 2020). 10.3 Amended and Restated Registration Rights Agreement, dated December 14, 2023, by and among the Company, the 7GC Sponsor, certain stockholders of the Company (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on December 20, 2023). 10.4 Form of Lock-Up Agreement, by and between the Company and certain stockholders and executives of Legacy Banzai (incorporated by reference to Annex D to the Registration Statement on Form S-4 filed on August 31, 2023). 10.5# Banzai International, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed on March 25, 2024). 10.6# Banzai International, Inc. 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 filed on March 25, 2024). 10.7 Loan Agreement, dated February 19, 2021, by and among the Company, Joseph P. Davy as an Individual Guarantor, Demio, Inc., as an Individual Guarantor and CP BF Lending, LLC, as Lender (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-4 filed by 7GC on August 30, 2023). 10.8 Forbearance Agreement, dated August 24, 2023, by and among the Company, the guarantors party to the Loan Agreement (as defined therein), and CP BF Lending, LLC (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-4 filed by 7GC on August 30, 2023). 10.9 Promissory Note, dated October 3, 2023, issued by 7GC to the 7GC Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by 7GC on October 4, 2023). 10.10 Standby Equity Purchase Agreement, dated as of December 14, 2023, by and among the Company, YA II PN, LTD., and Banzai Operating Co LLC (f/k/a Banzai International, Inc.). (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 18, 2023). 10.11 Registration Rights Agreement, dated as of December 14, 2023, by and between the Company and YA II PN, LTD. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 18, 2023). 10.12 Share Transfer Agreement, dated December 13, 2023, by and among the Company, the 7GC Sponsor and Alco Investment Company (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on December 20, 2023). 10.13# Form of Indemnification Agreement by and between the Company and its directors and officers (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on December 20, 2023). 10.14 Settlement Agreement, dated February 5, 2024, by and between the Company, GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (incorporated by reference to Exhibit 10.27 of Amendment No. 1 to the Registration Statement on Form S-1 filed on February 5, 2024). 10.15 Unsecured Promissory Note, dated February 5, 2024, issued by the Company to GEM Global Yield LLC SCS (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on February 8 ,2024). 10.16 Supplemental Agreement, dated February 5, 2024, by and between the Company and YA II PN, LTD (incorporated by reference to Exhibit 10.29 of Amendment No. 1 to the Registration Statement on Form S-1 filed on February 5, 2024). 10.17 Form of Convertible Promissory Note issued to YA II PN, LTD (incorporated by reference to exhibit 10.1 to the Current Report on Form 8-K filed on February 3, 2025). 73 10.18 Second Amendment to Loan Agreement by and among the Company, Demio Holding Inc., Banzai Operating Co. LLC and CP BF Lending, LLC, as Lender dated as of September 23, 2024 (incorporated by reference to Exhibit 10.19 to the Current Report on Form 8-K/A filed on September 27, 2024). 10.19 Debt Repayment Agreement, dated as of May 3, 2024, by and among the Company and Yorkville (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed on May 16, 2024). 10.20 Amended and Restated Debt Repayment Agreement, dated as of May 22, 2024, by and between the Company and Yorkville (incorporated by reference to Exhibit 4.12 to the Registration Statement filed on Form S-1 on September 19, 2024). 10.21 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 28, 2024). 10.22 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 27, 2024). 10.23 Lock-up Agreement, dated as of September 20, 2024, by and between Banzai International, Inc. and Alco Investment Company (incorporated by reference to Exhibit 10.21 to the Current Report on Form 8-K filed on September 25, 2024). 10.24 Form of Registration Rights Agreement, by and between Banzai International, Inc. and Alco Investment Company (incorporated by reference to Exhibit 10.20 to the Current Report on Form 8-K filed on September 25, 2024). 10.25 Securities Purchase Agreement, dated as of September 23, 2024, by and between Banzai International, Inc. and CP BF Lending, LLC (incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K filed on September 25, 2024). 10.26 Lock-up Agreement, dated as of September 23, 2024, by and between Banzai International, Inc. and CP BF Lending, LLC (incorporated by reference to Exhibit 10.25 to the Current Report on Form 8-K filed on September 25, 2024). 10.27 Form of Registration Rights Agreement, by and between Banzai International, Inc. and CP BF Lending, LLC (incorporated by reference to Exhibit 10.24 to the Current Report on Form 8-K filed on September 25, 2024). 10.28 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on September 27, 2024). 10.29 Securities Purchase Agreement, dated as of September 20, 2024, by and between Banzai International, Inc. and Alco Investment Company (incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on October 16, 2024) . 10.30 Side Letter to the Loan Agreement with CP BF Lending, LLC (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on September 25, 2024). 10.31 Floor Price Adjustment Agreement with Yorkville Advisors (incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on October 16, 2024). 10.32 Consulting Agreement dated as of September 26, 2024 by and between the Company and Hudson Global Ventures, LLC (incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on October 16, 2024). 10.33 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 10, 2024). 10.34 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December 10, 2024). 10.35 Form of Subscription Booklet (incorporated by reference to the Current Report on Form 8-K filed on January 23, 2025) 10.36 Form of Pre-Funded Warrant (incorporated by reference to the Current Report on Form 8-K filed on January 23, 2025) 10.37 Voting and Support Agreement, dated January 22, 2025 by and between Banzai International, Inc and Joseph Davy (incorporated by reference to the Current Report on Form 8-K filed on January 23, 2025). 10.38 Form of Share Consideration Escrow Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on January 23, 2025). 10.39 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on January 23, 2025). 10.40 Voting and Support Agreement, dated December 10, 2024, by and between Joseph P. Davy and Banzai International Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 10, 2024). 10.41 Form of Lock-Up Agreement (incorporated by reference to exhibit 10.1 to the Current Report on Form 8-K filed on December 20, 2024). 74 10.42 Form of Pre-Funded Warrant (incorporated by reference to exhibit 10.2 to the Current Report on Form 8-K filed on December 20, 2024). 10.43 Voting and Support Agreement, dated December 19, 2024, by and between Banzai International Inc., and Joseph P. Davy (incorporated by reference to exhibit 10.3 to the Current Report on Form 8-K filed on December 20, 2024). 10.44 Closing Letter Agreement, dated January 24, 2025, by and among Banzai International, Inc., Vidello Limited and certain shareholders of Vidello Limited (incorporated by reference to exhibit 10.3 to the Current Report on Form 8-K filed on January 31, 2025). 10.45 Subordinated Business Loan and Security Agreement dated March 31, 2025, by and between Banzai International, Inc., Agile Capital Funding, LLC, and Agile Lending, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 11, 2025). 10.46 Subordinated Secured Promissory Note dated March 31, 2025, by and between Banzai International, Inc., Agile Capital Funding, LLC, and Agile Lending, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 11, 2025). 10.47 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 3, 2025). 10.48 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 3, 2025). 10.49 Form of Leak-Out Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on July 3, 2025). 10.50 At-The-Market Offering Agreement by and between Banzai International, Inc. and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on August 27, 2025). 10.51 Side Letter to the Loan Agreement, dated October 10, 2025, by and among Banzai International, Inc. and CP BF Lending, LLC (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on October 17, 2025). 10.52 Amendment to Side Letter to the Loan Agreement, dated October 15, 2025, by and among Banzai International, Inc. and CP BF Lending, LLC (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on October 17, 2025). 10.53 Exchange Agreement, dated December 15, 2025, by and among Banzai International, Inc., Agile Capital Funding, LLC, and Agile Lending, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 17, 2025). 10.54 Forbearance Agreement, dated December 15, 2025, by and among Banzai International, Inc., Agile Capital Funding, LLC, and Agile Lending, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 17, 2025). 19.1 Banzai International, Inc. Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed on April 15, 2025). 21.1* List of Subsidiaries. 23.1* Consent of Marcum, LLP. 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Banzai International, Inc. Policy on Recoupment of Incentive Compensation (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed on April 15, 2025). 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** Furnished herewith. + The schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. # Indicates management contract or compensatory plan or arrangement. 75 Item 16. Form 10-K Summary Not applicable. 76 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . BANZAI INTERNATIONAL, INC. Date: March 31, 2026 By: /s/ Joseph Davy Joseph Davy Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Joseph Davy Chief Executive Officer and Director March 31, 2026 Joseph Davy (Principal Executive Officer) /s/ Dean Ditto Chief Financial Officer March 31, 2026 Dean Ditto (Principal Financial Officer and Principal Accounting Officer) /s/ Paula Boggs Director March 31, 2026 Paula Boggs /s/ Jack Leeney Director March 31, 2026 Jack Leeney /s/ Mason Ward Director March 31, 2026 Mason Ward 77 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 6797 ) F- 1 Report of Independent Registered Public Accounting Firm (PCAOB ID: 688 ) F- 4 Consolidated Balance Sheets as of December 31, 2025 and 2024 F- 5 Consolidated Statements of Operations for the Years ended December 31, 2025 and 2024 F- 6 Consolidated Statements of Stockholders’ Equity (Deficit) for the Years ended December 31, 2025 and 2024 F- 7 Consolidated Statements of Cash Flows for the Years ended December 31, 2025 and 2024 F- 9 Notes to the Consolidated Financial Statements F- 12 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders, Banzai International, Inc. OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS We have audited the accompanying consolidated balance sheets of Banzai International, Inc. (the “Company”) as of December 31, 2025, and the related statements of operations, change in stockholders’ deficit, and cash flows for the year then ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. BASIS FOR OPINION These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that F- 1 are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that the following is a critical audit matter: 1. Acquisition of Vidello Limited As described in Note 4 to the consolidated financial statements, the acquisition of Vidello Limited completed on January 31, 2025, whereby the Company paid to the Vidello Shareholders, $2,745,031 in cash, whereby $2,500,000 are withheld for indemnification expenses and other holdback provisions in accordance with the Vidello Merger Agreement, and issued 89,820 shares of Class A Common Stock together with the Cash Consideration, with allocation to identifiable assets, liabilities, and goodwill material to the consolidated financial statements. We identified the accounting for this acquisition as a critical audit matter because of the significant judgment required by management in determining (1) valuing equity consideration; (2) Level 3 fair values for Vidello intangibles using unobservable inputs (discount rates, growth rates from preliminary data, comparables); (3) goodwill calculation as residual; (4) Contingent earn-outs/holdbacks scrutiny. Auditing these valuations required a high degree of auditor judgment as well as the involvement of our valuation specialists. Our audit procedures related to the Company’s accounting for the acquisition included the following, among others: ▪ Understand the transaction structure, acquisition date, and identify the acquirer. ▪ Agree the total consideration (cash, shares, warrants, contingent/earn‑out) to transaction documents and records. ▪ Test the accounting and fair‑value measurement of contingent/earn‑out consideration, ▪ Verify identification and fair‑value allocation of identifiable assets (PP&E, intangibles) and liabilities assumed. ▪ Engaging our valuation specialists to assist in evaluating the appropriateness of the valuation methodologies and key assumptions (growth rates, discount rates, multiples, terminal value) in the client’s valuation report. ▪ Test the underlying financial data (revenue, EBITDA, working capital) used in the valuation against Vidello’s financials. ▪ Obtaining and reviewing the Stock Purchase Agreement and related documents to understand the terms and conditions of the transaction ▪ Testing the mathematical accuracy of management’s calculations ▪ Evaluating the adequacy of the Company’s disclosures related to the acquisition 2. Fair Value Measurement of Level 3 Financial Instruments and Acquisition-Related Assets As described in Note 7 to the consolidated financial statements, the Company has issued multiple debt and financing instruments, including convertible notes, warrants, and acquisition-related goodwill and definite-lived intangible assets. The valuation of these liabilities requires the use of complex models (e.g., Monte Carlo simulations, Black‑Scholes option pricing models, discounted cash flow models) and involves significant management judgment regarding volatility, discount rates, expected terms, credit spreads, and probability‑weighted conversion outcomes. These estimates are subjective, involve high measurement uncertainty, and are material to the financial statements. Therefore, this matter required especially challenging auditor judgment. F- 2 Our audit procedures included, among others: ▪ Reading and assessing the terms of the relevant agreements to confirm terms driving valuation inputs. ▪ Testing the reasonableness of key valuation inputs by comparing management’s assumptions to observable market data, including interest rates, volatility benchmarks, and credit‑risk information. ▪ Engaging our valuation specialists to assist in evaluating the appropriateness of the valuation methodologies and independently developing fair value estimates to compare with management’s recorded amounts. ▪ Testing the completeness and accuracy of the underlying data used in the valuation models. ▪ Assessing the adequacy of related disclosures in the financial statements. /s/ Bush & Associates CPA LLC We have served as the Company’s auditor since 2025. Las Vegas, Nevada March 31, 2026 PCAOB ID Number 6797 F- 3 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Banzai International, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Banzai International, Inc. (the “Company”) as of December 31, 2024, the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph – Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. / s/ Marcum LLP Marcum LLP We have served as the Company’s auditor from 2023 to 2025. Marlton, NJ April 15, 2025, except for Note 1 as to which the date is September 12, 2025 F- 4 PART I—FINANCIAL INFORMATION BANZAI INTERNATIONAL, INC. Consolidated Balance Sheets As of December 31, 2025 2024 ASSETS Current assets: Cash $ 259,205 $ 1,087,497 Accounts receivable, net of allowance for credit losses of $ 41,341 and $ 24,210 , respectively 709,203 936,321 Prepaid expenses and other current assets 445,089 643,674 Total current assets 1,413,497 2,667,492 Property and equipment, net 8,246 3,539 Intangible assets, net 8,027,391 3,883,853 Goodwill 21,991,721 18,972,475 Operating lease right-of-use assets 55,871 72,565 Bifurcated embedded derivative asset – related party 9,000 63,000 Deferred offering costs 121,788 — Other assets 4,000 11,154 Total assets 31,631,514 25,674,078 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable 2,494,451 7,782,746 Accrued expenses and other current liabilities 4,353,943 3,891,018 Convertible notes – related party 4,922,601 8,639,701 Convertible notes — 215,057 Convertible notes, carried at fair value 1,856,000 — Convertible notes (Yorkville) 1,200,501 — Notes payable, carried at fair value 2,591,310 3,575,000 Warrant liability 378 15,000 Warrant liability – related party — 2,300 Private placement warrant liability 295,603 — Earnout liability 990,673 14,850 Due to related party — 167,118 Deferred revenue 3,642,527 3,934,627 Operating lease liabilities, current 22,823 22,731 Total current liabilities 22,370,810 28,260,148 Deferred revenue, non-current 93,726 117,643 Deferred tax liability 1,078,055 10,115 Operating lease liabilities, non-current 33,922 49,974 Total liabilities 23,576,513 28,437,880 Commitments and contingencies (Note 15) Stockholders' equity (deficit): Common stock, $ 0.0001 par value, 275,000,000 ( 250,000,000 Class A and 25,000,000 Class B) shares authorized and 10,546,333 ( 10,315,219 Class A and 231,114 Class B) and 819,516 ( 588,402 Class A and 231,114 Class B) shares issued and outstanding at December 31, 2025 and 2024, respectively 1,055 82 Preferred stock, $ 0.0001 par value, 75,000,000 shares authorized, 1 and 1 shares issued and outstanding at December 31, 2025 and 2024, respectively — — Additional paid-in capital 108,911,110 75,515,829 Accumulated other comprehensive (loss) income ( 85,377 ) — Accumulated deficit ( 100,771,787 ) ( 78,279,713 ) Stockholders' equity (deficit) 8,055,001 ( 2,763,802 ) Total liabilities and stockholders' equity (deficit) $ 31,631,514 $ 25,674,078 The accompanying notes are an integral part of these consolidated financial statements. F- 5 BANZAI INTERNATIONAL, INC. Consolidated Statements of Operations For the Years Ended December 31, 2025 2024 Operating income: Revenue $ 12,161,419 $ 4,527,879 Cost of revenue 2,188,583 1,422,542 Gross profit 9,972,836 3,105,337 Operating expenses: General and administrative expenses 27,287,345 16,548,902 Depreciation and amortization expense 1,150,471 24,179 Total operating expenses 28,437,816 16,573,081 Operating loss ( 18,464,980 ) ( 13,467,744 ) Other expenses (income): GEM settlement fee expense — 200,000 Interest income ( 2,955 ) ( 10 ) Interest expense 1,227,509 — Interest expense – related party 1,156,984 3,047,101 Gain on extinguishment of liabilities ( 4,488,627 ) ( 680,762 ) Gain on release of Vidello revenue holdback ( 973,000 ) — Loss on debt issuance 444,000 653,208 Loss on private placement issuance 4,873,509 — Loss on issuance of term notes 110,500 — Loss on issuance of convertible bridge notes 152,826 — Loss on conversion and settlement of Alco promissory notes – related party — 4,808,882 Loss on conversion and settlement of CP BF notes – related party — 6,529,402 Loss on extinguishment of debt, net 2,402,732 1,071,563 Change in fair value of warrant liability ( 1,243,528 ) ( 626,000 ) Change in fair value of warrant liability – related party ( 2,300 ) ( 572,700 ) Change in fair value of bifurcated embedded derivative assets – related party 54,000 ( 51,000 ) Change in fair value of convertible notes ( 1,987,203 ) 693,000 Change in fair value of term notes 173,055 88,588 Change in fair value of convertible bridge notes ( 46,253 ) ( 10,176 ) Yorkville prepayment premium expense — 80,760 Loss on Yorkville SEPA advances 974,079 — Vidello earnout expense 485,720 — Failed acquisition costs 1,382,002 — Goodwill impairment — 2,725,460 Other (income) expense, net ( 726,572 ) 88,329 Total other expenses, net 3,966,478 18,045,645 Loss before income taxes ( 22,431,458 ) ( 31,513,389 ) Income tax expense 60,617 — Net loss $ ( 22,492,075 ) $ ( 31,513,389 ) Deemed dividend - Series A and Series B warrant modification (net of tax) — ( 418,360 ) Net loss attributable to common shareholders $ ( 22,492,075 ) $ ( 31,095,029 ) Net loss per share attributable to common shareholders Basic and diluted $ ( 5.95 ) $ ( 69.75 ) Weighted average common shares outstanding Basic and diluted 3,782,998 445,817 The accompanying notes are an integral part of these consolidated financial statements. F- 6 BANZAI INTERNATIONAL, INC. Consolidated Statements of Stockholders' Equity (Deficit) for the year ended December 31, 2025 and 2024 Series A Preferred Stock Series FE Preferred Stock Common Stock Additional Paid-in- Accumulated Other Comprehensive Accumulated Total Stockholders' Shares Amount Share Amount Shares Amount Capital (loss) income Deficit Equity Balance December 31, 2024 — $ — — $ — 819,516 $ 82 $ 75,515,829 $ — $ ( 78,279,713 ) $ ( 2,763,802 ) Shares issued to Yorkville under the SEPA — — — — 2,882,001 289 18,602,931 — — 18,603,220 Shares issued under ATM — — — — 1,816,387 182 3,429,075 — — 3,429,257 Shares issued to FE — — — — 1,176,628 118 ( 118 ) — — — Shares issued upon private placement — — — — 64,237 6 329,990 — — 329,996 Shares issued for payment to Hudson — — — — 130,600 14 974,247 — — 974,261 Shares issued for payment to Verista — — — — 3,000 — 49,800 — — 49,800 Shares issued for payment to Houlihan — — — — 13,000 1 30,809 — — 30,810 Shares issued for payment to Perkins Coie — — — — 130,000 13 365,287 — — 365,300 Shares issued for payment to Acorn — — — — 13,158 1 22,631 — — 22,632 Shares issued for Vidello acquisition — — — — 89,820 9 1,661,668 — — 1,661,677 Shares issued to 1800 Diagonal for conversions of debt — — — — 240,883 24 457,469 — — 457,493 Shares issued to 3i for conversions of debt — — — — 2,565,781 257 4,342,859 — — 4,343,116 Shares issued to Agile for conversions of debt — — — — 232,786 23 283,977 — — 284,000 Shares issued to CP BF for conversions of debt — — — — 62,700 6 165,455 — — 165,461 Stock-based compensation — — — — — — 2,679,231 — — 2,679,231 Vesting of RSUs — — — — 200,954 20 ( 20 ) — — — Exercise of warrants — — — — 104,882 10 ( 10 ) — — — Currency translation adjustment — — — — — — — ( 85,377 ) — ( 85,377 ) Net loss — — — — — — — — ( 22,492,075 ) ( 22,492,075 ) Balance December 31, 2025 — $ — — $ — 10,546,333 $ 1,055 $ 108,911,110 $ ( 85,377 ) $ ( 100,771,788 ) $ 8,055,001 The accompanying notes are an integral part of these consolidated financial statements. F- 7 Series A Preferred Stock Series FE Preferred Stock Common Stock Additional Paid-in- Accumulated Total Stockholders' Shares Amount Share Amount Shares Amount Capital Deficit Equity (Deficit) Balance December 31, 2023 — — — — 258,529 26 14,890,169 ( 46,766,324 ) ( 31,876,129 ) Effect of reverse stock split — — — — 18,959 — — — — Conversion of convertible notes - related party — — — — 1,781 — 2,540,091 — 2,540,091 Shares issued to Yorkville for convertible notes — — — — 45,416 5 4,129,995 — 4,130,000 Shares issued to Yorkville for commitment fee — — — — 1,420 — 500,000 — 500,000 Shares issued to Yorkville for redemption premium — — — — 1,200 — 115,800 — 115,800 Shares issued to Roth for advisory fee — — — — 3,879 1 578,832 — 578,833 Shares issued to GEM — — — — 19,000 2 784,941 — 784,943 Shares issued for marketing expense — — — — 947 — 334,772 — 334,772 Forfeiture of sponsor shares — — — — ( 200 ) — — — — Issuance of common stock and warrants, net of issuance costs — — — — 10,456 1 6,257,367 — 6,257,368 Incremental fair value of Series A and Series B warrant modification — — — — — — 418,360 — 418,360 Deemed dividend - Series A and Series B warrant modification — — — — — — ( 418,360 ) — ( 418,360 ) Shares issued for exercise of Pre-Funded warrants — — — — 17,322 2 864 — 866 Shares, warrants and pre-funded warrants issued to CP BF on modification of CP BF debt agreement — — — — 33,085 3 1,287,000 — 1,287,003 Premium issued as part of CP BF debt modification — — — — — — 4,079,225 — 4,079,225 Issuance of warrants to CP BF, net of issuance costs — — — — — — 2,763,161 — 2,763,161 Shares issued to MZHCI for investor relations services — — — — 2,400 — 94,800 — 94,800 Shares issued to J.V.B for payment of outstanding debt — — — — 2,908 — 115,000 — 115,000 Shares, warrants and pre-funded warrants issued to Alco on settlement of Alco promissory notes — — — — 28,242 3 8,866,617 — 8,866,620 Derecognition of Cantor fee — — — — — — 4,000,000 — 4,000,000 Class A Shares issued for OpenReel acquisition — — — — 93,056 9 1,526,106 — 1,526,115 Pre-Funded Warrants issued for OpenReel acquisition — — — — — — 19,300,805 — 19,300,805 Series FE Preferred Stock issued for OpenReel acquisition — — 1 — — — — — — Exercise of RSUs to Board of Director members — — — — 7,939 1 ( 1 ) — Shares issued to Hudson for consulting fee — — — — 4,500 1 166,500 — 166,501 Conversion of convertible notes - CP BF — — — — 5,560 1 216,283 — 216,284 Shares issued to Perkins Coie LLP for payment of outstanding debt — — — — 60,000 6 919,694 — 919,700 Issuance of shares to Yorkville under the SEPA agreement — — — — 55,000 6 880,937 — 880,943 Shares issued for exercise of pre-funded warrants - HCW PIPE — — — — 117,647 12 1,164 — 1,176 Shares issued for exercise of pre-funded warrants - CP BF — — — — 30,470 3 27 — 30 Stock-based compensation — — — — — — 1,165,680 — 1,165,680 Net loss — — — — — — — ( 31,513,389 ) ( 31,513,389 ) Balance December 31, 2024 — $ — 1 $ — 819,516 $ 82 $ 75,515,829 $ ( 78,279,713 ) $ ( 2,763,802 ) The accompanying notes are an integral part of these consolidated financial statements. F- 8 BANZAI INTERNATIONAL, INC. Consolidated Statements of Cash Flows F- 9 For the Years Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 22,492,075 ) $ ( 31,513,389 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 1,150,471 24,179 Provision for credit losses on accounts receivable 17,131 18,462 Non-cash share issuance for marketing expenses — 245,252 Non-cash shares issued for consulting expenses 974,261 — Non-cash settlement of GEM commitment fee — 200,000 Discount at issuance on notes carried at fair value 1,671,996 747,962 Non-cash share issuance for Yorkville redemption premium — 80,760 Non-cash interest expense — 1,532,475 Non-cash interest expense - related party 1,177,033 — Amortization of debt discount and issuance costs - related party — 1,393,785 Amortization of operating lease right-of-use assets 16,694 137,717 Stock based compensation expense 2,679,231 1,165,680 Gain on release of Vidello revenue holdback ( 973,000 ) — Gain on extinguishment of liability ( 4,488,627 ) ( 680,762 ) Gain on release of due to related party ( 67,118 ) — Loss on conversion and settlement of Alco promissory notes - related party — 4,808,882 Loss on conversion and settlement of CP BF notes - related party — 6,529,402 Loss on debt issuance 444,000 653,208 Loss on issuance of term notes 110,500 — Loss on issuance of convertible bridge notes 152,826 — Loss on Private Placement Issuance 4,873,509 — Loss on extinguishment of debt, net 2,402,732 1,071,563 Impairment loss — 2,725,460 Change in fair value of warrant liability ( 1,243,528 ) ( 626,000 ) Change in fair value of warrant liability - related party ( 2,300 ) ( 572,700 ) Change in fair value of bifurcated embedded derivative asset - related party 54,000 ( 51,000 ) Change in fair value of convertible notes, carried at fair value ( 1,987,203 ) 693,000 Change in fair value of convertible promissory notes — — Change in fair value of term notes 173,055 88,588 Change in fair value of convertible bridge notes ( 46,253 ) ( 10,176 ) Changes in operating assets and liabilities: Accounts receivable 209,987 15,828 Prepaid expenses and other current assets 198,585 551,645 Other assets 7,154 27,227 Accounts payable ( 381,632 ) 1,012,281 Deferred revenue ( 740,066 ) ( 6,315 ) Accrued expenses 110,421 498,051 Operating lease liabilities ( 15,960 ) ( 237,607 ) Earnout liability 587,784 ( 44,549 ) Deferred revenue – long-term ( 23,917 ) 10,573 Deferred tax liability ( 256,310 ) 10,115 Other long-term liabilities — ( 75,000 ) Net cash used in operating activities ( 15,706,619 ) ( 9,575,403 ) Cash flows from investing activities: Cash paid for acquisition of Vidello, net of cash acquired ( 2,677,480 ) — Cash paid for asset acquisition of Superblocks ( 1,500 ) — Cash acquired in acquisition of OpenReel — 82,219 Net cash provided by (used in) investing activities ( 2,678,980 ) 82,219 Cash flows from financing activities: Payment of GEM commitment fee promissory note ( 215,057 ) ( 1,200,000 ) Payment of Vidello transition holdback ( 500,000 ) — Repayment of convertible notes (Yorkville) ( 4,514,664 ) ( 750,000 ) Proceeds from related party advance — 100,000 Repayment of related party advance ( 100,000 ) — Proceeds from term notes, net of issuance costs 5,412,050 2,782,438 Repayment of term notes ( 8,694,757 ) ( 1,939,583 ) Repayments of private placement notes ( 1,291,516 ) — Partial repayment of convertible notes - related party ( 4,728,672 ) ( 283,315 ) Proceeds from Yorkville redemption premium — 35,040 Proceeds from issuance of convertible notes, net of issuance costs 9,975,654 2,602,000 Proceeds received for exercise of Pre-Funded warrants — 2,072 Proceeds from issuance of shares to Yorkville under the SEPA 18,603,220 880,943 Proceeds from shares issued to Verista 49,800 Payment of deferred offering costs – ATM ( 238,330 ) — Proceeds from issuance of common stock and pre-funded warrants under private placement 329,996 — Proceeds from issuance of common stock and warrants 3,545,799 6,257,368 Net cash provided by financing activities 17,633,523 8,486,963 Effect of exchange rate changes on cash and cash equivalents ( 76,216 ) — Net decrease in cash ( 828,292 ) ( 1,006,221 ) Cash at beginning of period 1,087,497 2,093,718 Cash at end of period $ 259,205 $ 1,087,497 F- 10 BANZAI INTERNATIONAL, INC. Consolidated Statements of Cash Flows Supplemental disclosure of cash flow information: Cash paid for interest 1,095,395 338,393 Cash paid for taxes 10,621 5,113 Non-cash investing and financing activities Shares issued to Roth for advisory fee — 578,833 Shares issued to GEM — 784,943 Shares issued for marketing expenses — 334,772 Shares issued to MZHCI for investor relations services — 94,800 Shares issued to J.V.B for payment of outstanding debt — 115,000 Shares issued for exercise of Pre-Funded warrants — 2,072 Deemed dividend - Series A and Series B warrant modification — 418,360 Shares issued to CP BF for debt restructuring — 1,287,003 Warrants and pre-funded warrants issued to CP BF for debt restructuring — 2,763,161 Premium issued as part of CP BF debt modification — 4,079,225 Shares issued to Alco for debt restructuring — 1,098,614 Warrants and pre-funded warrants issued to Alco for debt restructuring — 7,768,006 Shares issued for Hudson consulting fee 974,261 166,501 Shares issued for payment to Verista 49,800 — Shares issued to Perkins Coie LLP for payment of outstanding debt — 919,700 Settlement of GEM commitment fee — 200,000 Shares issued to Yorkville for commitment fee — 115,800 Derecognition of Cantor fee — 4,000,000 Consideration transferred for acquisition of Vidello 1,661,677 — Assets acquired in acquisition of Vidello 8,393,172 — Liabilities assumed in acquisition of Vidello 3,986,464 — Consideration transferred for acquisition of OpenReel — 20,826,920 Assets acquired in acquisition of OpenReel — 24,484,460 Liabilities assumed in acquisition of OpenReel — 3,657,540 Right-of-use assets obtained in exchange for lease obligations — 76,269 Conversion of private placement convertible notes, carried at fair value 4,343,116 — Shares issued for payment of outstanding debt 396,110 — Shares issued for 1800 Diagonal Note conversions of debt 444,317 — Shares issued to Yorkville of aggregate commitment fee — 500,000 Issuance of convertible promissory note – GEM — 1,000,000 Bifurcated embedded derivative liabilities at issuance – related party — 12,000 Conversion of convertible notes - Yorkville — 4,130,000 Conversion of convertible notes - related party — 2,540,091 The accompanying notes are an integral part of these consolidated financial statements. F- 11 BANZAI INTERNATIONAL, INC. Notes to Consolidated Financial Statements 1. Organization The Business Banzai International, Inc. (the “Company” or “Banzai”) was incorporated in Delaware on September 30, 2015 . Banzai is a leading enterprise SaaS Video Engagement platform used by marketers to power webinars, trainings, virtual events, and on-demand video content. Reverse Stock Splits On August 29, 2024, the stockholders of the Company collectively approved an amendment to the Company’s Certificate of Incorporation, as amended and restated, to effect a reverse stock split (the “2024 Reverse Stock Split”) of the Company’s outstanding Class A Common Stock at a ratio of 1-for-50 effective as of September 19, 2024. The Class B Common Stock was not affected by the 2024 Reverse Stock Split. On June 27, 2025, the stockholders of the Company collectively approved an amendment to the Company’s Certificate of Incorporation, as amended and restated, to effect a reverse stock split (the “2025 Reverse Stock Split”) of the Company’s outstanding Class A Common Stock and Class B Common Stock at a ratio of 1-for-10 effective on July 8, 2025. No cash or fractional shares were issued in connection with the 2024 Reverse Stock Split and 2025 Reverse Stock Split, and instead the Company rounded up to the next whole share in lieu of issuing fractional shares that would have been issued in the reverse split. Proportional adjustments were made to the number of shares of Class A Common Stock issuable upon exercise or conversion of the Company’s outstanding stock options and warrants, the exercise price or conversion price (as applicable) of the Company’s outstanding stock options and warrants, and the number of shares reserved for issuance under the Company’s equity incentive plan. All Class A Common Stock share and per share information included in this Annual Report on Form 10-K has been retroactively adjusted to reflect the impact of the 2024 Reverse Stock Split and 2025 Reverse Stock Split. Smaller Reporting Company The Company is an "smaller reporting company," as defined by SEC rules, and it may take advantage of reduced financial statement disclosure requirements in our SEC filings. Therefore, the Company’s financial statements may not be comparable to certain public companies. 2. Going Concern As of December 31, 2025 the Company had cash of approximately $ 0.3 million. For the year ended December 31, 2025, the Company used approximately $ 15.7 million in cash for operating activities. The Company has incurred recurring net losses from operations and negative cash flows from operating activities since inception. As of December 31, 2025, the Company had an accumulated deficit of approximately $ 100.8 million. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern within one year of the date these financial statements were issued. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders and debt holders. Specifically, continuation is contingent on the Company's ability to obtain necessary equity or debt financing to continue operations, and ultimately the Company's ability to generate profit from sales and positive operating cash flows, which is not assured. The Company’s plans include obtaining future debt financings (see Note 12 – Debt ) and equity financings associated with the Yorkville SEPA and the ATM (as defined in Note 15 – Equity ) . If the Company is unsuccessful in completing these planned transactions, it may be required to reduce its spending rate to align with expected revenue levels and cash reserves, although there can be no guarantee that it will be successful in doing so. Accordingly, the Company may be required to raise additional cash through debt or equity transactions. It may not be able to secure financing in a timely manner or on favorable terms, if at all. As a result, management’s plans cannot be considered probable and thus do not alleviate substantial doubt about the Company’s ability to continue as a going concern. These accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. F- 12 3. Summary of Significant Accounting Policies Basis of Presentation The Company’s audited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and applicable regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. Principles of Consolidation The accompanying audited consolidated financial statements include the accounts of Banzai and its subsidiaries. The Company consolidates all entities over which the Company has the power to govern the financial and operating policies and therefore exercises control, and upon which the Company has a controlling financial interest. The existence and effect of both current voting rights and potential voting rights that are currently exercisable or convertible are considered when assessing whether control of an entity is exercised. The subsidiary is consolidated from the date at which the Company obtains control and is de-consolidated from the date at which control ceases. All intercompany balances and transactions have been eliminated. The accounting policies of the subsidiary has been changed where necessary to ensure consistency with the policies adopted by the Company. In the opinion of management, all necessary adjustments (consisting of normal recurring adjustments, intercompany adjustments, reclassifications and non-recurring adjustments) have been recorded to present fairly our financial position as of December 31, 2025 and 2024, respectively, and the results of operations and cash flows for the years ended December 31, 2025 and 2024, respectively. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the audited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that estimates made as of the date of the financial statements could change in the near term due to one or more future events. Actual results could differ significantly from these estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include estimates of impairment of goodwill, recognition and measurement of convertible notes, including the associated embedded derivatives, determination of the fair value of the warrant liabilities and debt instruments reported at fair value, determination of the consideration transferred and purchase price allocated to assets acquired and liabilities assumed for acquisitions which are based on their estimated fair values at the date of acquisition, estimated useful lives of finite-lived intangible assets, and recognition and measurement of stock compensation. Certain Risks and Uncertainties The Company’s business and operations are sensitive to general business and economic conditions. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations. In addition, the Company will compete with many companies that currently have extensive and well-funded products, marketing and sales operations. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, or expertise may become obsolete or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology. The Company is also subject to risks which include, but are not limited to, dependence on key personnel, reliance on third parties, successful integration of business acquisitions, protection of proprietary technology, and compliance with regulatory requirements. Cash The Company considers all highly liquid investments purchased with original maturities of 90 days or less to be cash equivalents. As of December 31, 2025 and 2024, respectively, the Company does no t have any cash equivalents. The Company has no significant off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other hedging arrangements. The Company holds cash in banks in excess of federally insured limits. However, the Company believes risk of loss is minimal as the cash is held by large highly rated financial institutions. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds cash. Any material loss that the Company may experience in the future could have an adverse effect on its ability to pay its operational expenses or make F- 13 other payments and may require the Company to move its cash to other high quality financial institutions. Currently, the Company is reviewing its bank relationships in order to mitigate its risk to ensure that its exposure is limited or reduced to the FDIC protection limits. Accounts Receivable and Allowance for Credit Losses Accounts receivable consist of balances due from customers as well as from payment service providers. Payment terms range from due upon receipt, to net 30 days. Accounts receivable are stated net of an allowance for credit losses. The allowance for expected credit losses is based on the probability of future collection under the current expected credited loss (“CECL”) impairment model. Account balances are written off after all means of collection are exhausted and the balance is deemed uncollectible. Subsequent recoveries are credited to the allowance. Changes in the allowance are recorded as adjustments to credit losses in the period incurred. The following table presents changes in the allowance for credit losses for the year ended December 31, 2025: Balance - December 31, 2024 $ 24,210 Change in provision for credit losses 17,131 Balance - December 31, 2025 $ 41,341 Costs to Obtain a Contract Sales commissions earned by the Company's sales force are the primary costs incurred to obtain a contract with a customer, and are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial contracts are deferred and then amortized on a straight-line basis over a period of benefit the Company has determined to be three (3) years. The Company determined the period of benefit by taking into consideration the average contractual customer term, technology obsolescence and other factors. Certain commission expenses are not capitalized and are instead directly expensed. Capitalized commissions are included within prepaid expenses and other current assets on the consolidated balance sheets. Property and Equipment Property and equipment are recorded at cost and presented net of accumulated depreciation. Major additions and betterments are capitalized while maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed. Property and equipment are depreciated on the straight-line basis over their estimated useful lives ( 3 years for computer equipment). Goodwill and Intangible Assets Goodwill Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. Goodwill is reviewed for impairment at least annually, or more frequently if a triggering event occurs between impairment testing dates. Our annual impairment testing date is December 31. We identify our reporting units in accordance with the FASB ASC 280, Segment Reporting . At December 31, 2025 , the Company has three operating segments which were deemed to be its reporting units, and goodwill is allocated to each reporting unit. The Company’s impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Qualitative factors may include, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity and Company specific events. If, based on the qualitative test, the Company determines that it is "more likely than not” that the fair value of a reporting unit is less than its carrying value, then we evaluate goodwill for impairment by comparing the fair value of our reporting unit to its respective carrying value, including its goodwill. If it is determined that it is not likely that the fair value of the reporting unit is less than its carrying value, then no further testing is required. The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgment and estimates. Fair values may be determined using a combination of both income and market-based approaches. Intangible assets, net Intangible assets, net consists of identifiable intangible assets that are subject to amortization such as customer relationships, trade names and developed technology resulting from acquisitions. Intangible assets are initially recorded at fair value on the date of acquisition and subsequently amortized over their estimated economic lives on a straight-line basis which approximates the pattern in which the F- 14 economic benefits of the assets will be consumed. Intangible assets are presented net of accumulated amortization in the consolidated balance sheets. The Company periodically evaluates its long-lived assets for potential impairment in accordance with FASB ASC 360, Property, Plant and Equipment . Potential impairment is assessed when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. The recoverability of these assets is assessed based on undiscounted expected future cash flows from the assets, considering a number of factors, including past operating results, budgets and economic projections, market trends and product development cycles. If impairments are identified, assets are written down to their estimated fair value. The Company has no t recognized any impairment charges on intangible assets thr ough December 31, 2025 . Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Warrant Liability – related party The warrants originally issued in 7GC's initial public offering (the "Public Warrants") are recognized as derivative liabilities in accordance with FASB ASC 815, Derivatives and Hedging ("ASC 815"). Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercise or expiration, and any change in fair value is recognized in the consolidated statements of operations. The Public Warrants were initially measured at fair value using a Monte Carlo simulation model and have subsequently been measured based on the listed market price of such warrants. Warrant liabilities are classified as current liabilities on the consolidated balance sheets. The changes in the fair value of the derivative warrant liability is presented in the line item "change in fair value of warrant liabilities – related party" in the accompanying consolidated statements of operations. GEM Warrant Liability The GEM Warrants were not considered indexed to the issuer’s stock pursuant to ASC 815, as the holder’s ability to receive in lieu of the Warrant one percent of the total consideration received by the Company’s stockholders in connection with a Change of Control, where the surviving corporation is not publicly traded, adjusts the settlement value based on items outside the Company’s control in violation of the fixed-for-fixed option pricing model. As such, the Company recorded the Warrants as liabilities initially measured at fair value with subsequent changes in fair value recognized in earnings each reporting period. The changes in the fair value of the derivative warrant liability is presented in the line item "change in fair value of warrant liabilities" in the accompanying consolidated statements of operations . Concentration of Business and Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company has no financial instruments with off-balance sheet risk of loss. At December 31, 2025, one customer accounted for 10% or more of accounts receivable with a concentration of 13 % of the total accounts receivable balance. At December 31, 2024, one customer accounted for 10% or more of accounts receivable with a concentration of 14 % of the total accounts receivable balance. For the years ended December 31, 2025 and 2024, no customers accounted for 10% or more of total revenues. At December 31, 2025 and 2024, no suppliers and two suppliers accounted for 10% or more of accounts payable, respectively. Loss Per Share Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding and pre-funded warrants outstanding during the period. Diluted net loss per share excludes, when applicable, the potential impact of stock options and convertible preferred stock because their effect would be anti-dilutive due to the net loss. Since the Company had a net loss in each of the periods presented, basic and diluted net loss per common share are the same. The calculation of basic and diluted net loss per share attributable to common stock was as follows: F- 15 For the Year Ended December 31, 2025 2024 Numerator: Net loss attributable to common shareholders—basic and diluted $ ( 22,492,075 ) $ ( 31,095,029 ) Denominator: Weighted average shares—basic and diluted 3,782,998 445,817 Net loss per share attributable to common shareholders—basic and diluted $ ( 5.95 ) $ ( 69.75 ) Securities that were excluded from loss per share as their effect would be anti-dilutive due to the net loss that could potentially be dilutive in future periods are as follows:  As of December 31, 2025 2024 Options 12,553 2,566 RSUs 413,902 34,078 Public warrant shares 23,000 23,000 GEM warrant shares 1,657 1,657 Common warrant shares 736,000 452,761 Placement agent warrant shares 71,827 10,490 Pre-funded warrants — — Total 1,258,940 524,552 Costs of Revenue Costs of revenue consist primarily of infrastructure, streaming service, data license and contracted services costs, as well as merchant fees and payroll costs. Advertising Costs Advertising costs are expensed as incurred. Advertising costs w ere $ 659,877 and $ 467,897 for the years ended December 31, 2025 and 2024, respectively, which are included in general and administrative expenses on the consolidated statements of operations. Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards in accordance with FASB ASC 718, Stock Compensation . The Company accounts for forfeitures as they occur. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Income Taxes Income taxes are recorded in accordance with FASB ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. Derivative Financial Instruments The Company evaluates all its financial instruments to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. F- 16 Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the consolidated statements of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the consolidated balance sheets. Refer to Note 7 – Fair Value Measurements and Note 12 – Debt for further detail. Fair Value of Financial Instruments In accordance with FASB ASC 820, Fair Value Measurement , the Company uses a three-level hierarchy for fair value measurements of certain assets and liabilities for financial reporting purposes that distinguishes between market participant assumptions developed from market data obtained from outside sources (observable inputs) and the Company's own assumptions about market participant assumptions developed from the best information available to us in the circumstances (unobservable inputs). The fair value hierarchy is divided into three levels based on the source of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management during the years ended December 31, 2025 and 2024. The carrying amount of cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, deferred revenue, and other current liabilities approximated their fair values as of December 31, 2025 and 2024 . Fair Value Option Election The Company determined the January 2025 Yorkville Note, the September 2025 Yorkville Note, the Agile Notes, the 1800 Diagonal Notes, the Private Placement Convertible Notes, and the Boot Capital Convertible Notes (each as defined in Note 12 – Debt , and together the "FVO Notes") were eligible for the fair value option, in accordance with FASB ASC 825-10-50-28, and made such election to account for these instruments at fair value. The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. Additional term or other notes may be issued in subsequent periods where the Company would be able to make a fair value option election upon issuance provided eligibility criteria are met. The fair value option election was made to align the accounting for the FVO Notes with the Company's financial reporting objectives and reduce operational effort to account for embedded features that otherwise would require bifurcation as a separate unit of account. Pursuant to the fair value option election, direct and incremental debt issuance costs and consideration paid to the respective lender were expensed as incurred and recorded in other income (expense), net in the consolidated statements of operations. Losses recognized upon issuance of debt represent the difference between issuance date fair value and the proceeds received net of discount or premium, which are recorded in loss on debt issuance in the consolidated statements of operations. The Company records the portion of the FVO Notes that are issued and outstanding for accounting purposes at fair value with changes in fair value recorded in change in fair value in the consolidated statements of operations, except for the portion of the total change in fair value that results from a change in the instrument-specific credit risk of FVO Notes , which is recorded in other comprehensive income (loss), if applicable. Measurement of the change in fair value of the FVO Notes includes accrued interest, whether paid-in-kind or cash. Accrued interest on the FVO Notes is included in the respective debt instrument's balance on the consolidated balance sheets . Leases The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as right-of-use (“ROU”) assets and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities, non-current on the Company’s balance sheets. ROU assets represent the Company's right to use an underlying asset, and lease liabilities represent the Company's obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term. ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company uses an incremental borrowing rate based on estimated rate of interest for F- 17 collateralized borrowing since the Company's leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment, and actual lease term at commencement date. The lease term may include options to extend when it is reasonably certain that the Company will exercise that option. In addition, the Company does not recognize short-term leases that have a term of twelve months or less as ROU assets or lease liabilities. The Company recognizes operating lease expense on a straight-line basis over the lease term. The Company has lease agreements which contain both lease and non-lease components, which it has elected to account for as a single lease component when the payments are fixed. As such, variable lease payments, including those not dependent on an index or rate, such as real estate taxes, common area maintenance, and other costs that are subject to fluctuation from period to period are not included in lease measurement. The Company evaluates long-lived assets for recoverability if there are indicators of potential impairment. Indicators of potential impairment may include subleasing a location for less than the head lease cost. If there are indicators of potential impairment, the Company will test the assets for recoverability. If the undiscounted cash flows estimated to be generated are less than the carrying value of the underlying assets, the assets are deemed impaired. If it is determined that assets are impaired, an impairment loss is calculated based on the amount that the asset’s book value exceeds its fair value. Recent Accounting Pronouncements Recent accounting pronouncements not yet effective In November 2024, the FASB issued Accounting Standards Update (“ASU”) ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40) . The ASU requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization included in each relevant expense caption presented on the statement of operations. The guidance also requires disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, as well as the total amount of selling expenses and an entity’s definition of selling expenses. This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption of the amendment is permitted. The Company is currently evaluating the guidance and its impact to its consolidated financial statements and related disclosures. In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to measure credit losses on accounts receivable and contract assets. This guidance is effective for periods beginning after December 15, 2025 and will be adopted prospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on our consolidated financial statements and related disclosures. Recently adopted accounting pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures , which enhances the disclosure requirements for the income tax rate reconciliation, domestic and foreign income taxes paid, requiring disclosure of disaggregated income taxes paid by jurisdiction, unrecognized tax benefits, and modifies other income tax-related disclosures. The Company adopted this guidance effective January 1, 2025, on a prospective basis. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements. 4. Acquisitions Vidello On January 31, 2025, the Company closed a previously announced merger with Vidello Limited ("Vidello"), a private limited company registered in England and Wales (the "Vidello Merger"), pursuant to an Agreement and Plan of Merger (the "Vidello Merger Agreement"), dated December 19, 2024, by and among the Company, Vidello, and certain shareholders of Vidello (the "Vidello Shareholders"). At the closing, Vidello Shareholders transferred all the outstanding shares of Vidello to the Company, and Vidello became a direct and wholly owned subsidiary of the Company. At the closing, the Company paid to the Vidello Shareholders, $ 2,745,031 in cash (the "Vidello Cash Consideration"), whereby $ 2,500,000 are withheld for indemnification expenses and other holdback provisions in accordance with the Vidello Merger Agreement, and issued 89,820 shares of Class A Common Stock (the "Share Consideration," together with the Cash Consideration, the "Vidello Closing Consideration"). The Company's primary reason for acquiring Vidello was to enhance revenue growth and strengthen the Company's competitive market position through cross selling opportunities. Vidello is a video hosting and marketing platform designed to help businesses manage, customize, and optimize their video content. F- 18 With respect to the holdback amount, this consists of three distinct components, being (1) the withholding of $ 1,000,000 as security for the obligations of Company Shareholders for a period of twelve months (the “Indemnification Holdback Amount”), (2) the withholding of $ 500,000 as security for the obligations of Company Shareholders to cooperate with best efforts and in good faith with to complete the transition, integration and related matters of Vidello's business with Banzai, including, but not limited to (a) the transition of data of Vidello managed and/or held by Vidello to Banzai, (b) certain services relating to the continued operations of Vidello, and (c) the training of certain employees of Banzai regarding the operations of Vidello including any proprietary business processes and trade secrets following the Closing, during the six months following the Closing (the “Transition Holdback Period”), and (3) the withholding of $ 1,000,000 subject to certain revenue related conditions being met during the 180 day period following the Closing (the “Revenue Holdback Amount” and together with the Indemnification Holdback Amount and the Transition Holdback Amount, the “Holdback Amount”). As of December 31, 2025, the Company recognized $ 485,720 of expense after foreign currency translation in the consolidated statements of operations related to the Transition Holdback Amount in the line Vidello earnout expense. As of December 31, 2025, the Company had paid the contractual amount of $ 500,000 to the Vidello Shareholders for the Transition Holdback Period. As of December 31, 2025, the 180 day measurement period for the Revenue Holdback had lapsed and the revenue conditions as defined in the Vidello Merger Agreement had not been met. As such the Company recognized a gain on the extinguishment of Vidello revenue holdback of $ 973,000 for the year ended December 31, 2025. In connection with and as a condition of closing pursuant to the Vidello Merger Agreement, the Company executed and delivered to each Vidello Shareholder a lock-up agreement (the "Vidello Lock-Up Agreement"), pursuant to which, the shareholders of Class A Common Stock and any other securities convertible or exercisable into the shares of Class A Common Stock beneficially owned by them, during the 180 -day period following the closing of the Vidello Merger, cannot complete any Prohibited Transfer (as defined in the Vidello Merger Agreement). Immediately prior to the closing of the Vidello Merger, the directors, and officers of Vidello tendered their resignation, effective at the closing. Pursuant to the Vidello Merger Agreement, the CEO of the Company shall be the sole member of the board of directors of Vidello effective upon the closing of the Vidello Merger. The Company incurred transaction costs of approximately $ 730,000 which are included in the consolidated statements of operations. The Vidello Merger was accounted for as a business combination under the acquisition method pursuant to FASB ASC 805, Business Combinations (“ASC 805”), with the Company as the accounting acquirer. Under the acquisition method, the total purchase price of the acquisition is allocated to the net identifiable tangible and intangible assets acquired and liabilities assumed based on the fair values as of the acquisition date. The preliminary fair value of the consideration transferred totaled $ 6,267,747 summarized as follows: Amount Cash paid at closing $ 2,745,031 Common stock issued to Vidello Stockholders 1,661,677 Fair value of Holdback Amount 1,861,039 Total consideration paid $ 6,267,747 F- 19 The Company made a provisional allocation of the purchase price of the Vidello Merger to the assets acquired and liabilities assumed as of the acquisition date. The following table summarizes the provisional purchase price allocation relating to the Vidello Merger: Assets acquired: Cash and cash equivalents $ 67,551 Property and equipment, net 9,375 Intangible assets – customer relationships 551,000 Intangible Assets – trade name 736,000 Intangible Assets – developed technology 4,010,000 Total assets $ 5,373,926 Liabilities assumed: Accounts payable 705 Accrued expenses and other current liabilities 15,377 Unearned revenue, current 447,966 Deferred tax liability 1,324,250 Taxes payable 337,127 Total liabilities $ 2,125,425 Total identifiable net assets 3,248,501 Goodwill recorded: Goodwill 3,019,246 Total consideration $ 6,267,747 Goodwill recognized is not expected to be deductible for tax purposes. We believe that in this acquisition goodwill represents the value of Vidello's existing products, combined with the added business synergies of integrating with the existing Banzai products and customer base. As of the date these consolidated financial statements were issued, the purchase accounting related to this acquisition was incomplete as certain working capital balances were subject to potential change. The Company has reflected the provisional amounts in these consolidated financial statements. As such, the above balances may be adjusted in a future period, not to exceed one (1) year from the acquisition date pursuant to ASC 805, as the Company finalizes and/or updates for any identified working capital adjustments, which may be material to the consolidated financial statements. All intangible assets acquired are subject to amortization and their associated estimated useful lives are as follows: Estimated Intangible Assets Useful Life Customer relationships 6 years Trade name 10 years Developed technology 7 - 8 years Net income in the consolidated statements of operations for the year ended December 31, 2025 and 2024 includes net loss of approximately $ 250 thousand and net income of $ 734 thousand , respectively, of Vidello from the date of acquisition to December 31, 2025. Pro forma disclosure for the Vidello acquisition The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the Merger with Vidello had taken place on January 1, 2024. The pro forma results presented are the result of combining the revenues and earnings of the Company with the revenues and earnings of Vidello. The Company did not have any material, non-recurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue. F- 20 The pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed date: For the year ended December 31, 2025 2024 Revenue $ 12,391,854 $ 10,006,674 Cost of revenue 2,379,038 2,114,675 Operating expenses 28,511,163 19,795,088 Total other expenses (income), net 3,966,478 18,045,645 Loss before income taxes attributable to common stockholders ( 22,464,825 ) ( 29,948,734 ) 5. Related Party Transactions Due to Related Party of 7GC During 2023, the Sponsor paid certain expenses on behalf of 7GC. Upon Closing of the Merger, Banzai assumed the $ 67,118 liability. As of December 31, 2025 , there is no remaining balance outstanding related to this liability. Legacy Banzai Related Party Transactions During 2023, Legacy Banzai issued Promissory Notes and Convertible Notes to related parties. See Note 12 – Debt for further details related to these transactions and associated balances. Debt Restructuring Agreement with CP BF On September 5, 2024, the Company and CP BF agreed to amend the outstanding balance of all debt previously in the form of one term note and two convertible notes into one new consolidated convertible note. The newly issued consolidated convertible note was issued on September 23, 2024. Additionally on September 23, 2024 , the Company and CP BF entered into a share purchase agreement where the Company issued equity in the form of common stock, common stock warrants and pre-funded warrants to CP BF for the reduction of $ 2 million of debt under the newly issued consolidated convertible note. See Note 12 – Debt , for further details related to the transaction and associated balances. Due to Related Party of Company CEO On September 12, 2024, the CEO of the Company loaned the Company an advance of $ 100,000 . The advance is non-interest bearing, and matures one year from issuance. During the year ended December 31, 2025 , the outstanding balance was repaid. 6. Revenue Revenue is generated through Banzai providing marketing and webinar platform subscription software service for a set period of time. The Company’s services include providing end-to-end video engagement solutions that provide a fast, intuitive and powerful platform of marketing tools that create more intent-driven videos, webinars, virtual events and other digital and in-person marketing campaigns. As noted within the statements of work and/or invoices, agreements range from monthly, to annual, to multi-year and Banzai generally provides for net 30-day payment terms with the payment made directly through check or electronic means. Banzai’s Management believes its exposure to credit risk is sufficiently mitigated by collection through credit card sales or direct payment from established clients. At contract inception, once the contract is determined to be within the scope of FASB ASC 606, Revenue from Contracts with Customers , ("ASC 606"), the Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. The Company recognizes revenues following the five-step model prescribed under ASC 606: 1. identify contract(s) with a customer; 2. identify the performance obligation(s) in the contract; 3. determine the transaction price; 4. allocate the transaction price to the performance obligation(s) in the contract; and 5. recognize revenues when (or as) the Company satisfies a performance obligation. F- 21 Revenue from contracts with customers are not recorded until the Company has the approval and commitment from the parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance and collectability of the consideration is probable. The Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. When an arrangement contains more than one performance obligation, the Company will allocate the transaction price to each performance obligation on a relative standalone selling price basis. The Company utilizes the observable price of products and services when they are sold separately to similar customers in order to estimate standalone selling price. The Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled in exchange for the transfer of promised services to its customers. Revenue is recognized when a performance obligation is satisfied by transferring control of the service to the customer, which occurs over time. The Company considers this method a faithful depiction of the transfer of control as services are substantially the same and have the same pattern of transfer over the life of the contract. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. The following indicators are evaluated in determining when control has passed to the customer: (i) whether the Company has a right to payment for the product or service, (ii) whether the customer has legal title to the product or service, (iii) whether the Company has transferred physical possession of the product or service to the customer, (iv) whether the customer has the significant risk and rewards of ownership of the product or service and (v) whether the customer has accepted the product or service. The Company also evaluates the following indicators, amongst others, when determining whether it is acting as a principal in the transaction (and therefore whether to record revenue on a gross basis): (i) whether the Company is primarily responsible for fulfilling the promise to provide the specified good or service, (ii) whether the Company has the inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer and (iii) whether the Company has the discretion to establish the price for the specified good or service. If the terms of a transaction do not indicate that the Company is acting as a principal in the transaction, then the Company is acting as an agent in the transaction and therefore, the associated revenue is recognized on a net basis (that is revenue net of costs). Nature of Products and Services The following is a description of the Company’s products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each, as applicable: Demio The Demio product is a full-stack technology that marketers can leverage live and automated for video marketing content such as webinars and virtual events. Software products are provided to Demio customers for a range of attendees and hosts within a specified time frame at a specified established price. The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of webinars and hosts as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Demio services over time which corresponds with the period of time that access to the service is provided. Reach While the Reach product is in the process of being phased out, the Company continues to generate revenues from the product. The Reach product provides a multi-channel targeted audience acquisition (via Reach) to bolster engagement and Return on Investment (ROI). Banzai enables marketing teams to create winning webinars and virtual and in-person events that increase marketing efficiency and drive additional revenue. Software products are provided to Reach customers for a range of simultaneous events and registrations within a specified time frame at a specified established price. The performance obligations identified include access to the suite and platform, within the parameters established, and within the standards established in the agreement. Contracts include a standalone selling price for the number of simultaneous published events as a performance obligation. There are no financing components and payments are typically net 30 of date or receipt of invoice. It is nearly 100% certain that a significant revenue reversal will not occur. The Company recognizes revenue for its sale of Reach services over time which corresponds with the timing the service is rendered. F- 22 OpenReel The OpenReel product offers subscription-based software as a service (SaaS) offerings to enterprise, media, entertainment and agency teams to remotely control, direct, script, film, and collaborate on high definition video projects from a mobile device or webcam. The Company enters into fixed price subscription contracts with customers, which can be monthly, annual, or multi-year agreements which auto-renew without discount for additional periods of the same duration as the initial term, unless either party requests termination in writing at least thirty (30) days prior to the end of the initial service term. The subscription revenues are recognized ratably over the term of the service agreement, which is considered an output method, as the obligation of hosting the SaaS product is fulfilled over the course of the agreement. The Company does not charge for implementation or recognize any revenues upfront due to minimal effort required. There are no financing components and payments are typically net 30 of date of receipt of invoice, or typically net 90 date of receipt of invoice for customers on multi-year subscription agreement contracts. It is nearly 100% certain that a significant revenue reversal will not occur. Vidello The Vidello product is a video hosting and marketing platform designed to help businesses manage, customize, and optimize their video content. Revenue is generated through Vidello providing video hosting and marketing platform subscription software service for a set period of time. Customer contracting is achieved via self-service and invoicing is initiated automatically once the customer accepts the terms and conditions on the platform, based on their selection of the desired subscription product. When execution or completion of the contract occurs, the contract is valid and revenue is earned when the service is provided for each period of performance, daily. The amount is paid by the customer based on the contract terms monthly, annually or indefinite with the majority paid via credit card processing. Service Trade Revenue The Company has one customer for which the customer is also a vendor. For this one customer, the Company exchanged services for approximately $ 125,000 and $ 239,000 , during the years ended December 31, 2025 and 2024, respectively. Disaggregation of Revenue The following table summarizes revenue by region based on the billing address of customers for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Amount Percentage of Revenue Amount Percentage of Revenue Americas $ 9,193,173 76 % $ 2,564,074 57 % Europe, Middle East and Africa (EMEA) 1,066,254 9 % 1,492,561 33 % Asia Pacific 1,901,992 15 % 471,244 10 % Total $ 12,161,419 100 % $ 4,527,879 100 % Contract Balances Accounts Receivable, Net A receivable is recorded when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. The Company receives payments from customers based upon agreed-upon contractual terms, typically within 30 days of invoicing the customer. The timing of revenue recognition may differ from the timing of invoicing to customers. The following table summarizes accounts receivable, net as of the dates presented: Balance – January 1, 2024 $ 105,049 Balance – December 31, 2024 936,321 Balance – December 31, 2025 709,203 Costs to Obtain a Contract F- 23 Commission expenses were $ 466,951 and $ 193,995 for the years ended December 31, 2025 and 2024 , respectively. The following summarizes the activity related to costs to obtain a contract during the years ended December 31, 2025 and 2024: Balance – December 31, 2023 $ 51,472 Commissions incurred 180,141 Deferred commissions recognized ( 200,109 ) Balance – December 31, 2024 31,504 Commissions incurred 286,311 Deferred commissions recognized ( 221,609 ) Balance – December 31, 2025 $ 96,206 Deferred Revenue Deferred revenue represents amounts that have been collected in advance of revenue recognition and is recognized as revenue when transfer of control to customers has occurred or services have been provided. The deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancelable revenue agreements. Differences between the revenue recognized per the below schedule, and the revenue recognized per the consolidated statement of operations, reflect amounts not recognized through the deferred revenue process, and which have been determined to be insignificant. For the year ended December 31, 2025 and the year ended December 31, 2024, the Company recognized $ 3,867,853 and $ 1,214,096 in revenue that was included in the prior year deferred revenue balance, respectively. The change in total deferred revenue was as follows for the periods indicated: Year Ended December 31, 2025 2024 Total deferred revenue, beginning of period $ 4,052,270 $ 1,214,096 Billings 9,487,029 4,362,730 Revenue recognized (prior year deferred revenue) ( 3,867,853 ) ( 1,214,096 ) Revenue recognized (current year deferred revenue) ( 6,383,159 ) ( 3,091,333 ) Acquired deferred revenue of OpenReel (see Note 4 – Acquisitions) — 2,780,873 Acquired deferred revenue of Vidello (see Note 4 – Acquisitions) 447,966 — Total deferred revenue, end of period $ 3,736,253 $ 4,052,270 7. Fair Value Measurements The fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the periods ended December 31, 2025 and the year ended December 31, 2024. The carrying amount of accounts payable approximated fair value as they are short term in nature. Fair Value on a Recurring Basis The Company follows the guidance in FASB ASC 820, Fair Value Measurement for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the Public Warrants liabilities represent Level 1 measurements. The estimated fair value of the convertible notes bifurcated embedded derivative asset, GEM warrant liabilities, Yorkville convertible note, Agile term notes, 1800 Diagonal convertible notes, Private Placement Convertible Notes, Private Placement Warrants and Goodwill and Definite-lived intangible assets recognized as part of acquisitions, represent Level 3 measurements. The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis at December 31, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: F- 24 As of December 31, Description Level 2025 2024 Assets: Bifurcated embedded derivative asset – related party 3 $ 9,000 $ 63,000 Definite-lived intangibles 3 8,027,391 3,883,853 Goodwill 3 21,991,721 18,972,475 Liabilities: Warrant liabilities – public 1 - 2,300 GEM warrant liabilities 3 378 15,000 Earnout liability ( Note 4 ) 3 990,673 - Yorkville convertible note 3 1,200,501 - Agile term notes 3 1,728,487 3,143,000 1800 Diagonal convertible notes 3 746,987 432,000 Private Placement Convertible Notes 3 1,856,000 - Private Placement Warrants 3 295,603 - Boot Capital note 3 115,836 - For assets and liabilities that are measured at fair value on the acquisition date, see Note 4 – Acquisitions . Warrant Liability - Public Warrants The following table summarizes the changes in the fair value of the Public Warrants liability for the year ended December 31, 2025. See also Note 13 – Warrant Liabilities. Public Warrants Balance at December 31, 2024 $ 2,300 Change in fair value ( 2,300 ) Balance at December 31, 2025 $ — Warrant Liability - GEM Warrants The measurement of fair value of the GEM Warrants was determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance, including share price, exercise price, term, volatility, risk-free rate, probability of dilutive term of three years, and expected time to conversion. See also Note 13 – Warrant Liabilities. The following table summarizes the changes in the fair value of the GEM Warrants liability for the year ended December 31, 2025: GEM Warrants Balance at December 31, 2024 $ 15,000 Change in fair value ( 14,622 ) Balance at December 31, 2025 $ 378 Yorkville Convertible Notes The measurement of fair value of the Yorkville convertible notes were determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance, including the Company's share price, remaining term, volatility, risk-free rate, market interest rate, and probability of optional redemption). See also Note 12 – Debt . The following table summarizes the changes in the fair value of the Yorkville convertible notes for the year ended December 31, 2025: F- 25 Yorkville Convertible Note Balance at December 31, 2024 $ — Issuance of Yorkville convertible note 4,950,000 Loss on debt issuance 444,000 Payment in shares to settle Yorkville convertible notes — Repayment in cash of Yorkville convertible notes ( 4,514,664 ) Conversions — Change in fair value 321,165 Balance at December 31, 2025 $ 1,200,501 Bifurcated Embedded Derivative Assets - related party The measurement of the fair value of the embedded put options relating to the related party CP BF Convertible Note issued on September 23, 2024 was determined using the Black-Scholes option pricing model. Key inputs into these models included the timing and probability of the identified scenarios, and for Black-Scholes option pricing models used for notes that included a valuation cap, equity values, risk-free rate and volatility. Estimating fair values of embedded conversion features requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. Because the embedded conversion features are initially and subsequently carried at fair values, the Company’s consolidated statements of operations will reflect the volatility in these estimate and assumption changes. The related party CP BF Convertible Note has an embedded redemption put feature upon a Prepayment and Default Interest triggering events that are unrelated to the creditworthiness of the Company are not clearly and closely related to the debt host instrument, were separated and bundled together as a derivative and assigned probabilities of being affected and initially measured at fair value in the amount of $ 12,000 . The fair value of the bifurcated derivative asset was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative The following table summarizes the changes in the fair value of the bifurcated embedded derivative asset for the year ended December 31, 2025, relating to the Convertible Note to CP BF issued on September 23, 2024: Fair Value Balance at December 31, 2024 $ 63,000 Change in fair value ( 54,000 ) Balance at December 31, 2025 $ 9,000 Agile Term Notes The measurement of fair value of the Agile term notes ("Agile Notes") was determined using a discounted cash flow model to calculate the fair value. Key inputs for the discounted cash flow model include the contractual term of the note and a market participant interest rate. The Agile Notes include contingent redemption (put) rights which trigger mandatory prepayment and a make-whole premium upon certain events including an event of default, and defaulted contingent interest upon an event of default. Due to the contingent redemption put feature and default interest embedded feature within the Agile Notes, the Company elected the fair value option for the Agile Notes at their respective dates of issuance pursuant to ASC 825 Financial Instruments (“ASC 825”). Refer to Note 12 – Debt for a summary of the changes in the fair value of the Agile Notes. 1800 Diagonal Convertible Notes The measurement of the fair value of each of the convertible promissory notes with 1800 Diagonal Lending was determined using the Black-Scholes option pricing model. Key inputs used for the model include the stock price, volatility, the contractual term of the note, risk-free interest rates and dividend yield. Refer to Note 12 – Debt for a summary of the changes in the fair value of the 1800 Diagonal Convertible Notes. 3i, LP Private Placement Offering F- 26 The measurement of the fair value of the Private Placement Convertible Notes was determined using a Monte Carlo simulation. Key inputs into the simulation include the remaining term, the market interest rate, risk-free rate, equity volatility, and probability of default. Refer to Note 12 – Debt for a summary of the changes in the fair value of the Private Placement Convertible Notes, and to Note 13 – Warrant Liabilities for a description of the warrants issued in connection with the Private Placement Offering. Warrant Liability - Private Placement Warrants The Private Placement Warrants were not considered indexed to the issuer’s stock pursuant to ASC 815, as the holder’s ability to receive in lieu of the Warrant, cash in an amount equal to the Black Scholes Value ("Black Scholes Value") in connection with a Change of Control, adjusts the settlement value based on items outside the Company’s control in violation of the fixed-for-fixed option pricing model. As such, the Company recorded the Warrants as liabilities initially measured at fair value with subsequent changes in fair value recognized in earnings each reporting period. Refer to Note 13 – Warrant Liabilities for further details. The measurement of fair value was determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance, including share price, term, risk-free rate, exercise price and dividend yield. T he following tables summarize the ranges of inputs to and the changes in the fair value of the Private Placement Warrant liability for the year ended December 31, 2025: Key Inputs December 31, 2025 Stock price $ 0.97 Contractual term (years) 2.50 - 4.77 Risk-free rate 3.5 % - 3.7 % Volatility (1) 125 % Exercise Price $ 2.50 -$ 4.36 Dividend yield 0.00 % Private Placement Warrants Balance at December 31, 2024 $ - Loss on issuance – June Warrant 361,000 Loss on issuance – August Warrant 356,000 Loss on issuance – October Warrant 807,509 Change in fair value ( 1,228,906 ) Balance at December 31, 2025 $ 295,603 8. Property and Equipment Property and equipment, net consisted of the following at the dates indicated: December 31, 2025 December 31, 2024 Computers and equipment $ 12,782 $ 34,474 Less: accumulated depreciation ( 4,536 ) ( 30,935 ) Property and equipment, net $ 8,246 $ 3,539 Depreciation expense for the year ended December 31, 2025 and 2024 was $ 4,424 and $ 2,825 respectively. F- 27 9. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at the dates indicated: December 31, 2025 December 31, 2024 Prepaid expenses and other current assets: Prepaid software costs $ 153,526 $ 59,855 Service trade 114,041 239,041 Employee receivable 12,863 800 Prepaid insurance costs 7,228 130,345 Prepaid commissions 96,206 31,504 Prepaid consulting costs — 76,767 Prepaid advertising and marketing costs — 29,133 Prepaid merchant fees 60,774 26,690 Prepaid data license and subscription costs — 3,125 Other current assets 451 46,414 Total prepaid expenses and other current assets $ 445,089 $ 643,674 10. Goodwill and Intangible Assets, Net The following is a summary of goodwill by reportable segment as of and f or the year ended December 31, 2025: Banzai Operating Co. Vidello OpenReel Consolidated Goodwill – December 31, 2024 $ 2,171,526 $ — $ 16,800,949 $ 18,972,475 Additions to goodwill ( Note 4 ) — 3,019,246 — 3,019,246 Goodwill – December 31, 2025 $ 2,171,526 $ 3,019,246 $ 16,800,949 $ 21,991,721 Intangible Assets Intangible assets subject to amortization consist of the following: Estimated Useful Life (years): December 31, 2025 Customer relationships 6 - 7 $ 1,139,710 Trade name 10 - 15 1,637,100 Technology 6 - 8 6,425,010 Intangible assets, gross 9,201,820 Less: Accumulated amortization ( 1,174,429 ) Intangible assets, net $ 8,027,391 Total amortization expense related to intangible assets was $ 1,146,066 for the year ended December 31, 2025 . Expected amortization expense is as follows: 2026 $ 1,214,920 2027 1,214,920 2028 1,214,920 2029 1,214,920 2030 1,205,547 Thereafter 1,962,162 Total $ 8,027,391 F- 28 11. Accrued and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at the dates indicated: December 31, 2025 December 31, 2024 Accrued expenses and other current liabilities: Accrued accounting and professional services costs $ 2,365,081 $ 2,419,829 Sales tax payable 250,672 452,508 Excise tax payable 223,717 223,717 Provision for tax payable 577,726 — Accrued payroll and benefit costs 439,693 207,970 Accrued legal costs 167,936 315,764 Accrued subscription costs 53,369 46,759 Accrued streaming service costs 51,563 51,308 Other current liabilities 224,186 173,163 Total accrued expenses and other current liabilities $ 4,353,943 $ 3,891,018 12. Debt Promissory Notes Promissory Notes - Related Party On August 30, 2023, the Company issued a subordinate promissory note (“Alco August Promissory Note”) in the aggregate principal amount of $ 150,000 to Alco Investment Company ("Alco"), a related party. Alco held its ownership of over 10 % of the issued equity of the Company, through its ownership of Series A preferred stock. The Alco August Promissory Note bears interest at a rate of 8 % per annum. The outstanding principal and accrued interest are due and payable on April 29, 2024 . For the year ended December 31, 2024, interest expense on the Alco August Promissory Note totaled $ 11,284 , comprised of $ 8,022 of contractual accrued interest and $ 3,261 for the amortization of the discount. As of December 31, 2024 the Alco August Promissory Note was converted in full (see below). On September 13, 2023, the Company issued a subordinate promissory note (“Alco September Promissory Note”) in the aggregate principal amount of up to $ 1,500,000 to Alco. The Alco September Promissory Note bears interest at a rate of 8 % per annum. The outstanding principal and accrued interest were due and payable on September 30, 2024 , however the due date was extended and the debt subsequently settled (see below). For the year ended December 31, 2024, interest expense on the Alco September Promissory Note totaled $ 283,188 , comprised of $ 92,822 of contractual accrued interest and $ 190,366 for the amortization of the discount. As of December 31, 2024 the Alco September Promissory Note was converted in full (see below). On November 16, 2023, the Company issued a subordinate promissory note (“Alco November Promissory Note”) in the aggregate principal amount of up to $ 750,000 to Alco. The Alco November Promissory Note bears interest at a rate of 8 % per annum. The outstanding principal and accrued interest were due and payable on April 13, 2024 , however the due date was extended and the debt subsequently settled (see below). For the year ended December 31, 2024, interest expense on the Alco November Promissory Note totaled $ 321,189 , comprised of $ 43,891 of contractual accrued interest and $ 277,298 for the amortization of the discount. As of December 31, 2024 the Alco November Promissory Note was converted in full (see below). On December 13, 2023, the Company issued a subordinate promissory note (“Alco December Promissory Note”) in the aggregate principal amount of up to $ 2,000,000 to Alco. The Alco December Promissory Note bears interest at a rate of 8 % per annum. The outstanding principal and accrued interest are due and payable on December 31, 2024 . For the year ended December 31, 2024, interest expense on the Alco December Promissory Note totaled $ 936,941 , comprised of $ 117,040 of contractual accrued interest and $ 819,901 for the amortization of the discount. As of December 31, 2024 the Alco December Promissory Note was converted in full (see below). In connection with the issuances of the Alco September, November, and December Promissory Notes, the Company, 7GC and the Sponsor entered into share transfer agreements (the “Alco Share Transfer Agreements”) with Alco Investment Company. Pursuant to which for each $ 10.00 in principal borrowed under the Alco September and November Promissory Notes, the Sponsor agreed to forfeit one share of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive one New Banzai Class A Share. For each $ 10.00 in principal borrowed under the December Note, the Sponsor agreed to forfeit three shares of 7GC Class B Common Stock held by the Sponsor, in exchange for the right of Alco to receive three New Banzai Class A Shares. Such forfeited and issued shares under the Alco September, November, and December Promissory Notes are capped at an amount equal to 150,000 , 75,000 , and 600,000 , respectively. Pursuant to the Alco Share Transfer Agreements, the shares are subject to an 180 -day lock-up period upon issuance of the shares. F- 29 For the Alco Share Transfer Agreements, the Company considered the guidance under ASC 815, Derivatives and Hedging , and determined that the Investor Shares underlying each of the Share Transfer Agreements described above, met the definition of a freestanding financial instrument and are not precluded from being considered indexed to the Company’s common stock. The Company determined that these shares represent a freestanding equity contract issued to the lender, resulting in a discount recorded on the notes when they are issued. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized if the contracts continue to be classified in equity. The measurement of fair value was determined utilizing various put option models in estimating the discount lack of marketability (the “DLOM”) applied to the public share price as the shares underlying each of the Share Transfer Agreements are subject to a lock-up period pursuant to each agreement, to estimate the fair value of the shares transferred. Option pricing models assume that the cost to purchase a stock option relates directly to the measurement of the DLOM. The logic behind these models is that investors may be able to quantify this price risk, due to lack of marketability, over a particular holding period where price volatility is usually estimated as a proxy for risk. The inputs and assumptions utilized in the fair value estimation included the Company’s stock price on the measurement date, a DLOM as described above, the number of shares pursuant to each Share Transfer Agreement, and a probability weighted factor for the Company’s expected percentage of completing its Business Combination, at each Share Transfer Agreement date. April 2024 and May 2024 Amendment On April 18, 2024, the Company amended the Alco August Promissory Note and Alco November Promissory Note to extend the maturity dates of each note to May 31, 2024 (the "Alco April 2024 Amendment"). On May 30, 2024, both parties agreed to again amend the Alco August Promissory Note and Alco November Promissory Note to further amend the maturity date to the earlier of (a) August 29, 2024 or (b) the closing of the next transaction (an “Offering”) in which the Company sells any of its Common Stock for cash with net proceeds of $ 4,000,000 or greater or if the holder acquires Common Stock in an amount not less than the then outstanding balance of the Alco August Promissory Note and Alco November Promissory Note (the "Alco May 2024 Amendment"). The Company evaluated the terms of both the Alco April 2024 Amendment and Alco May 2024 Amendment (the "Alco 2024 Amendments") in accordance with ASC 470-60, Troubled Debt Restructurings , and ASC 470-50, Debt Modifications and Extinguishments . The Company determined that the Company was granted a concession by the lender based on the decrease of the effective borrowing rate on the Alco 2024 Amendments. Accordingly, the Company accounted for the Alco 2024 Amendments as troubled debt restructurings by calculating a new effective interest rate for the Alco 2024 Amendments based on the carrying amount of the debt and the present value of the revised future cash flows payment streams. The troubled debt restructurings did not result in recognition of a gain or loss in the consolidated statement of operations but does impact interest expense recognized in the future. September 2024 Alco Promissory Note Conversion and Settlement On September 19, 2024, the Company and Alco agreed to convert an aggregate balance of $ 4,711,681 of debt inclusive of principal and accrued interest, representing the aggregate total balance outstanding to Alco as of that date (excluding the carrying value of debt discounts), into 282,420 shares of Class A Common Stock, Warrants to purchase up to 1,331,340 shares of Class A Common Stock and Pre-Funded Warrants to purchase up to 1,048,920 shares of Class A Common Stock (collectively, the “Alco Securities”), and in full settlement of the balance outstanding to Alco. The Company recognized the issuance of the Alco Securities, on September 19, 2024 , in full settlement of all amounts owing to Alco. The grant date fair value of the Class A Common Stock, Warrants to purchase shares of Class A Common Stock and Pre-Funded Warrants to purchase shares of Class A Common Stock, were determined to be $ 1,098,614 , $ 3,687,812 , and $ 4,080,194 , respectively. As a result of this transaction, the Company recognized a loss on extinguishment of $ 4,808,882 , as of September 23, 2024, which was recognized as loss on conversion and settlement of Alco promissory notes on the consolidated statement of operations. Promissory Notes - 7GC The Company assumed two promissory notes in connection with the Merger which remained outstanding as of December 31, 2023. On February 9, 2024, the $ 2,540,091 balance was converted into 17,813 shares the Company’s Class A Common Stock pursuant to the terms in the 7GC Promissory Notes. Convertible notes Promissory Note - GEM On December 14, 2023, the Company and GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, “GEM”) agreed to terminate in its entirety the GEM Agreement, pursuant to which GEM was to purchase from the Company shares of common stock having an aggregate value up to $ 100,000,000 and the Company was required to make and execute a warrant ("GEM Warrant"). The Company’s obligation to issue the GEM Warrant remained, granting GEM the right to purchase Class A Common Stock in an F- 30 amount equal to 3 % of the total number of equity interests outstanding as of the Closing, calculated on a fully diluted basis, at an exercise price on the terms and conditions set forth therein, in exchange for issuance of a $ 2.0 million convertible debenture with a five-year maturity and 0 % coupon. Due to the determination of the final terms of the planned $ 2.0 million convertible debenture having not been finalized, nor the final agreement related to the convertible debenture having been executed, as of December 31, 2023, the Company recognized, concurrent with the close of the merger, a liability for the GEM commitment fee, along with a corresponding GEM commitment fee expense, in the amount of $ 2.0 million. On February 5, 2024, the Company and GEM entered into a settlement agreement (the “GEM Settlement Agreement”), pursuant to which (a) the Company and GEM agreed to (i) settle the Company’s obligations under and terminate the binding term sheet entered into between Legacy Banzai and GEM, dated December 13, 2023, and (ii) terminate the share repurchase agreement, dated May 27, 2022, by and among the Company and GEM, and (b) the Company (i) agreed to pay GEM $ 1.2 million in cash within three business days of the GEM Settlement Agreement and (ii) issued to GEM, on February 5, 2024, an unsecured promissory zero coupon note in the amount of $ 1.0 million, payable in monthly installments of $ 100,000 beginning on March 1, 2024, with the final payment to be made on December 1, 2024 (the “GEM Promissory Note”). The Company paid GEM the $ 1.2 million in cash in February 2024. The GEM Promissory Note provides that, in the event the Company fails to make a required monthly payment when due, the Company shall issue to GEM a number of shares of Class A Common Stock equal to the monthly payment amount divided by the VWAP of the Class A Common Stock for the trading day immediately preceding the applicable payment due date. In addition, the Company agreed to register on a registration statement 200,000 shares of Class A Common Stock that may be issuable under the terms of the GEM Promissory Note. The GEM Promissory Note contains customary events of default. If an event of default occurs, GEM may, at its option, demand from the Company immediate payment of any outstanding balance under the GEM Promissory Note. The GEM Promissory Note is recorded in the line Convertible notes on the Company's consolidated balance sheets. As of December 31, 2024, the Company issued an aggregate of 19,000 shares of Class A Common Stock to GEM in lieu of monthly payment obligations and during the year ended December 31, 2025 the Company paid an aggregate of $ 215,057 to satisfy the remaining balance of the GEM Promissory Note. Convertible Notes (Yorkville) On December 14, 2023, in connection with and pursuant to the terms of its Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”), (refer to Note 15 – Equity for further details on the SEPA), Yorkville agreed to advance to the Company, in exchange for convertible promissory notes, an aggregate principal amount of up to $ 3,500,000 , $ 2,000,000 of which was funded at the Closing in exchange for the issuance by the Company of a Convertible Promissory Note (the “December Yorkville Convertible Note”). The Company received net proceeds of $ 1,800,000 after a non-cash original issue discount of $ 200,000 . On February 5, 2024, the Company and Yorkville entered into a supplemental agreement (the “SEPA Supplemental Agreement”) to increase the amount of convertible promissory notes allowed to be issued under SEPA by $ 1,000,000 (the “Additional Pre-Paid Advance Amount”), for an aggregate principal amount of $ 4,500,000 to be advanced by Yorkville to the Company in the form of convertible promissory notes. On February 5, 2024 in exchange for a promissory note in the principal amount of $ 1,000,000 (the “February Yorkville Promissory Note”), with the same terms as the December Yorkville Convertible Note, the Company received net proceeds of $ 900,000 after an original issue discount of $ 100,000 . On March 26, 2024, the Company, in exchange for a convertible promissory note with a principal amount of $ 1,500,000 (the "March Yorkville Promissory Note" and, together with the December Yorkville Convertible Note and February Yorkville Promissory Note, the "Yorkville Promissory Notes"), received net proceeds of $ 1,250,000 after an original issue discount of $ 250,000 . On May 3, 2024, the Company and Yorkville entered into a Debt Repayment Agreement (the “Original Debt Repayment Agreement”) with respect to the Yorkville Promissory Notes. Under the Original Debt Repayment Agreement, Yorkville agreed that, upon completion of a Company registered offering and repayment of an aggregate $ 2,000,000 outstanding under the Yorkville Promissory Notes (the “Original Repayment Amount”), Yorkville would not deliver to the Company any Investor Notice (as defined in the SEPA) and would not exercise its right to convert the remainder of the amount outstanding under the Yorkville Promissory Notes for a period commencing on the date of the closing of the offering and ending on the date that is 90 days thereafter. Under the Original Debt Repayment Agreement, the Company and Yorkville also agreed to extend the maturity date of the Yorkville Promissory Notes to the date that is 120 days after the closing of the offering and to satisfy the $ 200,000 payment premium due in connection with an early redemption through the issuance of an Advance Notice (as defined in the SEPA) for shares of the Company’s Class A Common Stock, par value $ 0.0001 per share. The Original Debt Repayment Agreement was conditioned on the completion of the offering by June 2, 2024 . On May 22, 2024, the Company and Yorkville entered into an Amended and Restated Debt Repayment Agreement (the “Amended Debt Repayment Agreement”) with respect to the Yorkville Promissory Notes, which amends and restates the Original Debt Repayment F- 31 Agreement. Under the Amended Debt Repayment Agreement, Yorkville has agreed that, upon completion of a registered offering and repayment of an aggregate $ 750,000 outstanding under the Yorkville Promissory Notes (the “Amended Repayment Amount”), Yorkville will not deliver to the Company any Investor Notice (as defined in the SEPA) and will not exercise its right to convert the remainder of the amount outstanding under the Yorkville Promissory Notes for a period commencing on the date of the closing of the offering and ending on the date that is 90 days thereafter (the “Stand-still Period”); provided that the Company will seek any consents necessary to allow Yorkville to issue Investor Notices or exercise its right to convert the remainder of the amount outstanding under the Yorkville Promissory Notes after a period of 60 days following the closing of the offering. Under the Amended Debt Repayment Agreement, the Company and Yorkville also agreed to extend the maturity date of the Yorkville Promissory Notes to the date that is 120 days after the closing of the offering and to satisfy the $ 75,000 payment premium due in connection with an early redemption through the issuance of an Advance Notice for shares of Class A Common Stock (the “Q2 Prepayment Premium”). The Amended Debt Repayment Agreement was conditioned on the completion of the offering by May 29, 2024 , which condition was satisfied upon the closing of the offering on May 28, 2024 (the "May 2024 Offering"). Pursuant to the terms of the Amended Repayment Agreement, the Company made a cash principal payment of $ 750,000 on May 31, 2024 (the “Repayment Date”), and issued an Advance Notice for the purchase of 1,200 shares of Class A Common Stock (the “Premium Advance Shares”) (representing the number of shares the Company reasonably believed would be sufficient to result in net proceeds of $ 75,000 as of the Repayment Date) (the “Premium Advance”). The total purchase price for the Premium Advance was $ 110,040 , of which $ 75,000 was applied in satisfaction of the Payment Premium, and the remaining $ 35,040 was paid by Yorkville to the Company in cash (the “Cash Surplus”). The Premium Advance Shares were recorded at fair value totaling $ 115,800 on the Repayment Date, and the excess of fair value over the Cash Surplus was recorded to the consolidated statement of operations in line Yorkville prepayment premium expense. On September 20, 2024, the Company entered into a Floor Price Reduction Agreement (the “Floor Price Reduction Agreement”) with Yorkville. The Company and Yorkville, pursuant to the Floor Price Adjustment Agreement, agreed to amend and restate the prior repayment agreements such that the outstanding principal under the Amended Debt Repayment Agreement was reduced to $ 0.7 million, with no remaining interest, the floor price, as described in the Outstanding Promissory Notes, was adjusted to $ 20.00 , and the maturity date for the Outstanding Promissory Notes is extended by 120 days to January 17, 2025. The Yorkville Promissory Notes have a maturity date (as modified by the Floor Price Reduction Agreement) of January 17, 2025 , and accrue interest at 0 % per annum, subject to an increase to 18 % per annum upon events of default as defined in the agreement. As of December 31, 2025, no events of default have occurred. Yorkville has the right to convert any portion of the outstanding principal into shares of Class A common stock at any time subsequent to the Stand-still Period through maturity. The number of shares issuable upon conversion is equal to the amount of principal to be converted (as specified by Yorkville) divided by the Conversion Price (as defined in the Standby Equity Purchase Agreement disclosure in Note 15 – Equity ). Yorkville will not have the right to convert any portion of the principal to the extent that after giving effect to such conversion, Yorkville would beneficially own in excess of 9.99 % of the total number of shares of Class A Common Stock outstanding after giving effect to such conversion. Additionally, the Company, at its option, shall have the right, but not the obligation, to redeem early a portion or all amounts outstanding under the Promissory Notes at a redemption amount equal to the outstanding principal balance being repaid or redeemed, plus a 10 % prepayment premium, plus all accrued and unpaid interest; provided that (i) the Company provides Yorkville with no less than ten trading days’ prior written notice thereof and (ii) on the date such notice is issued, the VWAP of the Class A Common Stock is less than the Fixed Price. Upon the occurrence of certain triggering events, as defined in the Yorkville Promissory Notes agreement (each an "Amortization Event"), the Company may be required to make monthly repayments of amounts outstanding under the Yorkville Promissory Notes, with each monthly repayment to be in an amount equal to the sum of (x) $ 1,000,000 , plus (y) 10 % in respect of such amount, and (z) all outstanding accrued and unpaid interest as of each payment date. During January 2024, the Company’s stock price per share fell below the then in effect Floor Price (as defined in the Standby Equity Purchase Agreement disclosure in Note 15 – Equity ) of $ 20.00 for five trading days during a period of seven consecutive trading days (an Amortization Event under the terms of the December Yorkville Convertible Note agreement), thus triggering amortization payments under the terms of the December Yorkville Convertible Note. On January 24, 2024, Yorkville agreed to waive the Amortization Event trigger, prior to the date upon which any amortization payment would have been required. As discussed in the definitions below, the Floor Price was reset on February 14, 2024, in conjunction with the effective date of the Company’s Registration Statement, at a price of $ 2.94 per share of Class A Common Stock, thus curing the Amortization Event condition. During the year ended December 31, 2024, $ 2,000,000 of the full outstanding principal under the December Yorkville Convertible Note, respectively, was converted into 27,538 shares of Class A Common stock of the Company. During the year ended December 31, 2024, F- 32 the full principal amount of $ 1,000,000 under the February Yorkville Promissory Note was converted into 2,891 Class A Common stock of the Company. During the year ended December 31, 2024, the full outstanding principal amount of $ 750,000 under the March Yorkville Promissory Note was converted into 14,986 shares of Class A Common Stock. On January 30, 2025 (the “Issuance Date”), in connection with and pursuant to the terms of the SEPA (refer to Note 15 – Equity for further details), Yorkville agreed to advance to the Company, in exchange for a Convertible Promissory Note (the “January 2025 Yorkville Note”), a total principal amount of $ 3,500,000 . The Company received net proceeds of $ 3,140,000 after an original issue discount of $ 350,000 , and $ 10,000 in debt issuance costs paid to Yorkville. The January 2025 Yorkville Note had a maturity date of July 31, 2025 , but may be extended at the option of the Company. Beginning on the 30 th  day from the Issuance Date, and continuing on the same day of each successive calendar month thereafter, (each, an “Installment Date”), the Company shall repay a portion of the outstanding balance of the January 2025 Yorkville Note in an amount equal to the sum of (i) $ 1,000,000 of principal (or the outstanding Principal if less than such amount), plus (ii) a payment premium (in an amount equal to 4 % of the Principal amount being paid (the “Payment Premium”), and (iii) accrued and unpaid interest as of each Installment Date (collectively, the “Installment Amount”). The Company maintains the right to pay each Installment Amount in cash or via an Advance Notice pursuant to the SEPA or any combination thereof. The January 2025 Yorkville Note bears an interest rate of 0 % for the first 90 days following the Issuance Date, and 6 % thereafter (the “Interest Rate”). The Interest Rate shall increase to an annual rate of 18 % upon the occurrence of an Event of Default (as defined by the January 2025 Yorkville Note). The January 2025 Yorkville Note is convertible into shares of the Company’s Class A common stock, par value $ 0.0001 per share (the “Class A Common Stock”), at a conversion price of $ 20.00 per share (the “Conversion Price”). The Investor may elect to convert part or all of the outstanding balance of the Note at any time or from time to time after the Issuance Date. The Company may prepay the outstanding amount at any time, in whole or in part, subject to a 4 % premium, provided that (i) the Company provides the Investor with at least 10 trading days’ prior written notice (each, a “Redemption Notice”) of its desire to prepay the outstanding amount (an “Optional Redemption”), and (ii) on the date the Redemption Notice is issued, the VWAP of the Class A Common Stock is less than the Conversion Price. Pursuant to the January 2025 Yorkville Note, the Company made payments totaling approximately $ 3,640,000 , of which approximately $ 3,500,000 was applied against outstanding principal, and approximately $ 140,000 was paid to Yorkville as Payment Premiums and expensed as incurred. As of June 30, 2025, the January 2025 Yorkville Note was fully repaid. On September 16, 2025, the Company entered into a Convertible Promissory Note (the “September 2025 Yorkville Note”) with Yorkville in principal amount of $ 2,000,000 (the “Original Principal Amount”) to the Company, to be used as an advance under the SEPA. The Company received $ 890,000 from the Investor on that same date (“Advance #1), which reflects 50 % of the Original Principal Amount, less 10 % discount, and certain fees owed at such time. Upon the effectiveness of the registration statement on Form S-1, originally filed with the SEC on September 12, 2025 (File No. 333-290241) and the delivery of a closing statement, the Company received the remaining 50 % of the Original Principal Amount, or $ 1,000,000 , less 10 % discount of the Original Principal Amount, netted from the purchase price due and structured as a purchase discount (“Advance #2”). The September 2025 Yorkville Note was issued on September 16, 2025 and the maturity date of the September 2025 Yorkville Note is March 16, 2026 , but may be extended at the option of the Company. Beginning on the 30 th day from the date of issuance , and continuing on the same day of each successive calendar month thereafter, (each, an “Installment Date”), the Company shall repay a portion of the outstanding balance of the Note in an amount equal to the sum of (i) $ 500,000 of principal (or the outstanding Principal if less than such amount), plus (ii) a payment premium in an amount equal to 4 % of the Principal amount being paid (the “Payment Premium”), and (iii) accrued and unpaid interest hereunder as of each Installment Date (collectively, the “Installment Amount”). The Company maintains the right to pay each Installment Amount in cash or via an Advance Notice pursuant to the SEPA or any combination thereof. The September 2025 Yorkville Note bears an interest annual rate of 6 %, which shall increase to 18 % upon the occurrence of an Event of Default, as defined in the September 2025 Yorkville Note. The September 2025 Yorkville Note is convertible into shares of the Company’s Class A common stock, par value $ 0.0001 per share, at a conversion price of $ 2.50 per share (the “Conversion Price”). The Investor may elect to convert part or all of the outstanding balance of the September 2025 Yorkville Note at any time or from time to time after the date of issuance . The Company maintains the right to redeem all or any part of the September 2025 Yorkville Note, at any time, provided that (i) the Company provides the Investor with at least 10 trading days’ prior written notice (each, a “Redemption Notice”) of its desire to prepay the outstanding amount (an “Optional Redemption”), and (ii) on the date the Redemption Notice is issued, the VWAP of the Class A Common Stock is less than the Conversion Price. On October 6, 2025, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 115,000 shares of the Company's Class A Common Stock at a purchase price of $ 3.08 for a total purchase price of $ 354,074 to be applied against the outstanding Yorkville Convertible Notes. Upon settlement on October 8, 2025, the Company issued 115,000 shares of Class A Common Stock to Yorkville. On October 13, 2025, the Company issued an Advance Notice to Yorkville pursuant to the SEPA in which the Company requested the purchase of 65,000 shares of the Company's Class A Common Stock at a purchase price of $ 2.95 for a total purchase price of $ 191,477 F- 33 to be applied against the outstanding Yorkville Convertible Notes. Upon settlement on October 15, 2025, the Company issued 65,000 shares of Class A Common Stock to Yorkville. Term and Convertible notes - related party (CP BF) During 2021, the Company entered into a loan agreement with CP BF Lending, LLC (“CP BF”) comprised of a Term Note and a Convertible Note. The Term Note bears cash interest at a rate of 14 % per annum paid monthly and accrued interest payable-in-kind (“PIK”) cumulatively at 1.5 % per annum. The outstanding principal balance of the Term Note together with accrued and unpaid interest thereon, unpaid fees and expenses and any other Obligations then due, shall be paid on February 19, 2025 (“Loan Maturity Date”). The Convertible Note accrues PIK interest cumulatively at a rate of 15.5 % per annum, and is convertible into Class A Common Stock upon Qualified Financing (as defined in the agreement), upon a Change of Control (as defined in the agreement), upon Prepayment, or at Maturity at a fixed conversion price of $ 1,336.40 per unit. If not sooner converted or prepaid, the Convertible Note principal together with accrued and unpaid interest thereon, unpaid fees and expenses and any other Obligations then due, shall be paid on the Loan Maturity Date. For all respective periods presented, the Company was not in compliance with the Minimum Gross Profit Margin covenant in section 7.14.1 of the Loan Agreement, the Minimum ARR Growth covenant in section 7.14.2 of the Loan Agreement, and the Fixed Charge Coverage Ratio covenant in section 7.14.3 of the Loan Agreement. As a result of the Company's noncompliance with the financial covenants, the entire principal amount and all unpaid and accrued interest will be classified as current on the Company's consolidated balance sheets. On October 10, 2022 the Loan Agreement was amended, where CP BF waived payment by the Company of four months of cash interest with respect to the Term Note in replacement for a Convertible Note (“First Amendment Convertible Note”) in the principal amount of $ 321,345 , which is not considered an Additional Loan as defined above. The First Amendment Convertible Note has the same features as the Convertible Note described above. The effective interest rate for the Term Note was 16 % and interest expense totaled $ 851,175 for the year ended December 31, 2024, comprised of $ 772,550 of contractual interest and $ 78,625 of amortization of the discount. The effective interest rate for the CP BF Convertible Note and First Amendment Convertible Note was 16 % for the year ended December 31, 2024. For the year ended December 31, 2024, interest expense on the Convertible Notes totaled $ 350,430 comprised of $ 325,818 of contractual interest and $ 24,612 for the amortization of the discount. Convertible notes - related party (CP BF restructuring) On September 5, 2024, the Company entered into a side letter to the loan agreement with CP BF whereby the Company agreed to consolidate the Term Note, CP BF Convertible Note and First Amendment Convertible Note (combined the "Old CP BF Notes") into a single convertible note (the "2024 CP BF Convertible Note"). In accordance with FASB ASC 470, Debt , the Company treated the Old CP BF Notes as extinguished and recognized a loss on debt extinguishment of $ 6,529,402 , determined by the sum of the fair value of the 2024 CP BF Convertible Note, plus the fair value of the additional equity consideration given as part of the side letter and share purchase agreement, as discussed below, in excess of the carrying value of the Old CP BF Notes. After consideration of the below transactions CP BF was determined to be a related party as they owned approximately 16 % of the outstanding Class A Common Stock. In conjunction with the side letter, the Company agreed to issue to CP BF, 7,000 shares of the Company's Class A Common Stock. On September 23, 2024 the transaction was finalized and the Company issued the 2024 CP BF Convertible Note with a principal amount of $ 10,758,775 . The outstanding principal balance of the 2024 CP BF Convertible Note together with accrued interest thereon, unpaid fees and expenses and any other Obligations then due, shall be paid on February 19, 2027 (“2024 Loan Maturity Date”). The 2024 CP BF Convertible Note accrues interest at a rate of 15.5 % which interest shall be paid in kind monthly and is convertible at the holder's option at any time on or following the effectiveness of the first resale registration statement covering the applicable conversion shares at a fixed conversion price per share of $ 38.90 . Upon the occurrence, and during the continuance, of an Event of Default (as defined in the agreement), interest on the 2024 CP BF Convertible Note will bear PIK interest at a per annum rate of 20 % (“2024 Default Rate.”) The Company may voluntarily prepay the principal of the 2024 CP BF Convertible Note, in accordance with their terms, in whole or in part at any time. On the date of any such prepayment, the Company will owe to Lender: (i) all accrued interest with respect to the principal amount so prepaid through the date the prepayment is made and (ii) the Exit Fee with respect to the principal amount so prepaid, calculated as 1.0 % of the outstanding principal balance of the loans, with only the portion of the principal balance so converted counted for purposes of determining the applicable Exit Fee; and provided further, that, in the event of a partial prepayment of the loans, the Exit Fee shall be calculated on the principal amount so repaid and not on the entire outstanding principal balance thereof, and (iii) all other Obligations, if any, that shall have become due and payable hereunder with respect to the principal amount so prepaid. The 2024 CP BF Convertible Note obtain features that relate to the mandatory prepayment, either partially or in whole, upon certain contingent events. F- 34 The 2024 CP BF Convertible Note has an embedded redemption put feature upon a Prepayment and Default Interest triggering events. For further discussion of this derivative see Note 7 – Fair Value Measurements. In October 2024, CP BF exercised its optional conversion option in which it received 5,560 Class A Common Stock at the fixed conversion price per share of $ 38.90 in satisfaction of $ 216,284 of the Company's obligations under the 2024 CP BF Convertible Note. On September 23, 2024, the Company entered into a Securities Purchase Agreement (the “CP BF SPA”), a Registration Rights Agreement (the “CP BF RRA”), a Lock-Up Agreement (the “CP BF Lock Up”) and issued CP BF a Common Stock Purchase Warrant (the “CP BF Warrant”) and a Pre-Funded Warrant (the “CP BF Pre-Funded Warrant,” together with the CP BF SPA, CP BF RRA, CP BF Lock Up and CP BF Warrant, the “CP BF Transaction Documents”). Pursuant to the CP BF SPA, CP BF agreed to convert $ 2,000,000 in debt into 26,085 shares of Class A Common Stock, CP BF Warrants to purchase up to 56,555 shares of Class A Common Stock and CP BF Pre-Funded Warrants to purchase up to 30,470 shares of Class A Common Stock (all such securities and shares collectively referred to as the “CP BF Registrable Securities”). The CP BF Warrant can be exercised at an initial exercise price of $ 38.90 per share, subject to adjustment for a term of five years. The CP BF Pre-Funded Warrant will be exercisable at any time after the date of issuance at an exercise price of $ 0.0001 . Neither warrant may be exercised if the holder, together with its affiliates, would beneficially own more than 19.99 % of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. Both warrants may be exercised via cash or cashless exercise. Pursuant to the CP BF RRA, the Company agreed to file a registration statement to register the CP BF Registrable Securities and for the registration statement to become effective on or before December 9, 2024. Under the CP BF Lock-Up, the Company’s CEO, Joseph Davy, agreed not to sell an aggregate of 231,114 shares of Class B Common Stock that he owns until such time as CP BF no longer owns any of the CP BF Registrable Securities. On September 24, 2024, the Company entered into a securities purchase agreement with an institutional investor for the issuance and sale in a private placement with gross proceeds to the Company of approximately $ 4.6 million. One of the contingent redemption features in the 2024 CP BF Convertible Note relates to the Company prepaying, either partially or in whole, the obligations upon the sale of the Company's capital stock equal to 20 % of the cash proceeds in excess of $ 3,000,000 . For the year ended December 31, 2025, the Company paid a total of $ 2,840,677 which satisfied outstanding principal under the 2024 CP BF Convertible Note. The effective interest rate for the 2024 CP BF Convertible Note was approximately 15.4 % for the year ended December 31, 2025 and 2024. For the year ended December 31, 2025 and 2024, interest expense on the 2024 CP BF Convertible Note totaled $ 1,177,033 and $ 368,525 , respectively. The following table presents the 2024 CP BF Convertible Note as of December 31, 2025 and 2024: As of December 31, 2025 2024 Face value of the CP BF convertible notes $ 8,758,775 $ 8,758,775 Debt premium, net — 11,066 Carrying value of the CP BF convertible notes 8,758,775 8,769,841 Accrued interest 1,557,558 369,459 Prepayments made ( 5,011,987 ) ( 283,315 ) Conversions ( 381,745 ) ( 216,284 ) Total CP BF convertible notes and accrued interest $ 4,922,601 $ 8,639,701 CP BF Letter Agreement On October 14, 2025, the Company and CP BF executed a letter agreement dated October 10, 2025, pursuant to which they amended certain terms of the Loan Agreement and Note (as amended on October 15, 2025, the “CP BF Letter Agreement”). The CP BF Letter Agreement amended the Conversion Price, as defined, to ninety-five percent ( 95 %) of the price of the Class A Common Stock on the trading day immediately preceding delivery of any Conversion Notice, subject to a floor price of $ 2.50 . The CP BF Letter Agreement included an amendment that CP BF shall take commercially reasonable actions to partially convert the balance outstanding under the Note as of the CP BF Letter Agreement date (the "Balance") into shares of the Company's Class A Common Stock at the new conversion price. The CP BF Letter Agreement limits the amount of shares that CP BF can sell or convert to five percent ( 5 %) of the aggregate daily trading volume however the Company has the right waive or increase such limitation at its discretion. The CP BF Letter Agreement also stipulates that between the time that the Company pays down at least $ 2,000,000 against the Balance until the earlier of (a) 60 days following the date of the CP BF Letter Agreement and (b) receipt of $ 10,000,000 in gross proceeds from the sale of Company securities, the Company will no longer be required to prepay a certain percentage of other proceeds received from securities offerings to CP BF, as stipulated in the Loan Agreement. Pursuant to the CP BF Letter Agreement, the parties agreed to use an agreed-upon portion of other debt to partially prepay the balance F- 35 outstanding under the Note as of the CP BF Letter Agreement date (the "Balance"). The Company also agreed to reserve that number of shares of Class A Common Stock equal to 120 % of the number of shares of Class A Common Stock issuable upon full conversion of the Balance at the new conversion price and to register 100 % of all such shares with the SEC within 60 days of the CP BF Letter Agreement. As per the CP BF Letter Agreement, subject to the receipt by CP BF of $ 2,000,000 and the filing of the registration statement, CP BF also agreed to waive certain events of default that may have occurred or be occurring as of the date of the CP BF Letter Agreement; CP BF also agreed that until December 31, 2025, it shall not exercise any right or remedy associated with any failure on the part of the Company to comply with certain financial covenants set forth in the Loan Agreement, as they relate to the period ending September 30, 2025. The Company's failure to comply with the Letter Agreement shall constitute an Event of Default under the Loan Agreement. 2025 CP BF Conversions Between October 17, 2025 and December 31, 2025, CP BF exercised its optional conversion option multiple times and received an aggregate of 62,700 shares of Class A Common Stock at conversion prices per share ranging from $ 2.71 to $ 2.75 in satisfaction of $ 165,461 of the Company's obligations under the 2024 CP BF Convertible Note. Notes payable, carried at fair value Agile Term Notes On July 22, 2024, the Company entered into a subordinated business loan and security agreement (the "July Subordinated Business Loan and Security Agreement") with Agile Lending, LLC ("Agile") and Agile Capital Funding, LLC as the collateral agent ("Agile Funding") and issued a subordinated secured promissory note (the “July Agile Note”) for an aggregate principal amount of $ 787,500 and received net proceeds of $ 750,000 , after administrative agent fees of $ 37,500 paid to Agile Funding, with a maturity date of February 5, 2025 . The July Agile Note bears interest at a rate of 42 %. On September 13, 2024, the Company entered into a subordinated business loan and security agreement (the "September Subordinated Business Loan and Security Agreement") with Agile and Agile Funding and issued a subordinated secured promissory note (the “September Agile Note”) for an aggregate principal amount of $ 262,500 and received net proceeds of $ 250,000 , after administrative agent fees of $ 12,500 paid to Agile Funding, with a maturity date of March 3, 2025 . The September Agile Note bears interest at a rate of 48 %. On December 12, 2024, the Company issued a subordinated secured promissory note (the “December Agile Note”) for an aggregate principal amount of $ 2,400,000 and received net proceeds of $ 1,782,438 , after administrative agent fees of $ 120,000 paid to Agile Funding, and net of payments to Agile of $ 319,500 and $ 178,063 in respect to early prepayment of the remaining outstanding balances of the July Agile Note and September Agile Note. The December Agile Note has a maturity date of July 10, 2025 and bears interest at a rate of 44 %. Upon the modification on December 12, 2024, the Company evaluated the debt modification guidance, determining that the modification is an extinguishment of the existing July Agile Note and September Agile Note due to the terms of the December Agile Note being substantially different from the terms of the July and September Agile Notes. As a result, the Company recorded a loss on debt extinguishment of $ 1,071,563 . On March 31, 2025, the Company issued a subordinated secured promissory note (the “March Agile Note”) for an aggregate principal amount of $ 4,000,000 and received net proceeds of $ 2,044,105 , after administrative agent fees of $ 200,000 paid to Agile Funding , and net of payments to Agile of $ 1,755,895 in respect to early prepayment of the remaining outstanding balances of the December Agile Note. The March Agile Note has a maturity date of November 12, 2025 and bears interest at a rate of 44 %. Upon the modification on March 31, 2025, the Company evaluated the debt modification guidance, determining that the modification is an extinguishment of the existing December Agile Note due to the terms of the March Agile Note being substantially different from the terms of the December Agile Notes. As a result, the Company recorded a loss on debt extinguishment of $ 1,769,895 . On June 12, 2025, the Company issued a subordinated secured promissory note (the “June Agile Note”) for an aggregate principal amount of $ 262,500 and received net proceeds of $ 250,000 , after administrative agent fees $ 12,500 paid to Agile Funding. The June Agile note has a maturity date of December 15, 2025 and bears interest at a rate of 48 %. The July Agile Note, the September Agile Note, the December Agile Note, the March Agile Note, and the June Agile Note are together referred to as the “Agile Notes.” Interest on the Agile Notes is calculated on a 360 day year based on the actual number of days lapsed, and accrues commencing on and including the effective date pursuant to the respective agreement's weekly repayment and amortization schedule. F- 36 The collateral under the July and September Subordinated Business Loan and Security Agreements consist of all of the Company’s goods, accounts, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles (including intellectual property), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other collateral accounts, all certificates of deposit, fixtures, letters of credit rights, securities, and all other investment property, supporting obligations, and financial assets. Upon any Changes in Business or Management, Ownership (as defined in the agreements) or upon an Event of Default (as defined in the agreements), each of the July Agile Note and or the September Agile Note then-outstanding will become accelerated and the Company shall immediately pay to Agile an amount equal to the sum of (i) all outstanding principal of the term loan plus accrued and unpaid interest thereon accrued through the prepayment date, (ii) a Prepayment Fee (as defined in the agreements), plus (iii) all other obligations that are due and payable, including, without limitation, incremental interest at the Default Rate of 5.0 % (as defined in the agreements). Additionally, the Company may voluntarily prepay the July Agile Note and or the September Agile Note, in accordance with their terms, in whole or in part at any time. On the date of such prepayment of any principal amounts, the Company will owe to Agile a Prepayment Fee comprising a make-whole premium payment on account of such principal amount prepaid, which shall be equal to the aggregate and actual amount of interest (at the contract rate of interest) that would be paid through the maturity date of the respective note, as described above. The Agile Notes include contingent redemption (put) rights which trigger mandatory prepayment and a make-whole premium upon certain events including an event of default, and defaulted contingent interest upon an event of default. For further discussion of this derivative, see Note 7 – Fair Value Measurements. Following the issuance of the March Agile Note, the Company entered into a series of exchange and forbearance arrangements with Agile and Agile Funding, relating to the outstanding balance of the March Agile Note. As of December 11, 2025, the remaining principal and accrued and unpaid interest under the March Agile Note was approximately $ 1,495,375 . On December 15, 2025, the Company entered into a forbearance agreement with Agile and Agile Funding, pursuant to which Agile agreed to forbear from exercising its rights and remedies under the March Agile Note and related loan documents in connection with existing defaults. In consideration for such forbearance, the outstanding balance of the March Agile Note was increased to $ 2,123,432 . Upon the modification on December 15, 2025, the Company evaluated the debt modification guidance, determining that the modification is an extinguishment of the March Agile Note due to the terms of the March Agile Note after the modification being substantially different from before the modification as a result of the forbearance agreement. As a result, the Company recorded a loss on debt extinguishment of $ 632,837 . On December 15, 2025, the Company entered into an exchange agreement with Agile pursuant to which the Company issued 232,786 shares of its Class A common stock in exchange for a reduction of $ 284,000 in the outstanding balance of the March Agile Note. Following this exchange, the outstanding balance of the March Agile Note was reduced to approximately $ 1,839,432 . Interest expense on the Agile Notes totaled $ 2,727,280 and $ 100,095 for the year ended December 31, 2025 and 2024, respectively. The following presents the Agile Notes for the year ended December 31, 2025: Agile Term Notes Balance at December 31, 2024 3,143,000 Issuance of Agile term notes 4,262,500 Loss on issuance 110,500 Loss on extinguishment 2,402,732 Repayments in cash ( 8,079,300 ) Conversions ( 284,000 ) Change in fair value 173,055 Balance at December 31, 2025 $ 1,728,487 Outstanding principal balance as of December 31, 2025 $ 1,839,433 Accrued interest as of December 31, 2025 $ — 1800 Diagonal Convertible Notes On August 16, 2024, the Company entered into a securities purchase agreement and promissory note agreement (the "August Securities Purchase Agreement") with 1800 Diagonal Lending LLC (“Lender”) and issued a promissory note (the “August 1800 Diagonal Note”) F- 37 for an aggregate principal amount of $ 184,000 and received net proceeds of $ 152,000 , after an original issue discount of $ 24,000 and issuance costs of $ 8,000 for due diligence and legal fees. The August 1800 Diagonal Note has a maturity date of June 15, 2025 and bears interest at 12 % per annum. The August Securities Purchase Agreement stipulates that the Company and Lender may mutually agree to enter into additional tranches of promissory notes over the 12 month period commencing on August 16, 2024, up to an aggregate total of $ 750,000 . On September 24, 2024, the Company issued a second promissory note (the “September 1800 Diagonal Note”) for an aggregate principal amount of $ 124,200 and received net proceeds of $ 100,000 , after an original discount of $ 16,200 and issuance costs of $ 8,000 for due diligence and legal fees. The September 1800 Diagonal Note has a maturity date of July 30, 2025 and bears interest at 12 % per annum. On July 23, 2025, the Company exercised its conversion option under the September 1800 Diagonal Note. On the conversion date, the September 1800 Diagonal Note had a fair value of $ 17,000 and converted into 7,034 shares of the Company's Class A Common Stock in satisfaction of $ 17,388 of the Company's obligations under the September 1800 Diagonal Note. On December 10, 2024, the Company issued a third promissory note (the “December 1800 Diagonal Note”) for an aggregate principal amount of $ 124,200 and received net proceeds of $ 100,000 , after an original discount of $ 16,200 and issuance costs of $ 8,000 for due diligence and legal fees. The December 1800 Diagonal Note has a maturity date of October 15, 2025 and bears interest at 12 % per annum. On July 22, 2025, the Company exercised its conversion option under the December 1800 Diagonal Note. On the conversion date, the December 1800 Diagonal Note had a fair value of $ 58,000 and converted into 19,986 shares of the Company's Class A Common Stock in satisfaction of $ 52,164 of the Company's obligations under the December 1800 Diagonal Note. On February 7, 2025, the Company issued a fourth promissory note (the “February 1800 Diagonal Note”) for an aggregate principal amount of $ 124,200 and received net proceeds of $ 100,000 , after an original discount of $ 16,200 and issuance costs of $ 8,000 for due diligence and legal fees. The February 1800 Diagonal Note has a maturity date of December 15, 2025 and bears interest at 12 % per annum. On August 11, 2025, the Company exercised its conversion option under the February 1800 Diagonal Note. On the conversion date, the February 1800 Diagonal Note had a fair value of $ 80,700 and converted into 32,780 shares of the Company's Class A Common Stock in satisfaction of $ 69,552 of the Company's obligations under the February 1800 Diagonal Note. On April 17, 2025, the Company issued a fifth promissory note (the “April 1800 Diagonal Note”) for an aggregate principal amount of $ 230,000 and received net proceeds of $ 192,000 , after an original discount of $ 30,000 and issuance costs of $ 8,000 for due diligence and legal fees. The April 1800 Diagonal Note has a maturity date of February 15, 2026 and bears interest at 12 % per annum. Between October 21, 2025 and October 27, 2025, the Lender exercised its conversion option multiple times under the April 1800 Diagonal Note and received an aggregate of 140,293 shares of Class A Common Stock at conversion prices per share ranging from $ 1.69 to $ 2.06 in full satisfaction of the Company's remaining obligations under the April 1800 Diagonal Note totaling $ 265,100 . On May 9, 2025, the Company issued a sixth promissory note (the “May 1800 Diagonal Note”) for an aggregate principal amount of $ 163,300 and received net proceeds of $ 135,000 , after an original discount of $ 21,300 and issuance costs of $ 7,000 for due diligence and legal fees. The May 1800 Diagonal Note has a maturity date of February 15, 2026 and bears interest at 12 % per annum. On July 23, 2025, the Company issued a seventh promissory note (the “July 1800 Diagonal Note”) for an aggregate principal amount of $ 295,550 and received net proceeds of $ 250,000 , after an original discount of $ 38,550 and issuance costs of $ 7,000 for due diligence and legal fees. The July 1800 Diagonal Note has a maturity date of May 30, 2026 and bears interest at 12 % per annum. On September 12, 2025, the Company issued an eighth promissory note (the “September 2025 1800 Diagonal Note”) for an aggregate principal amount of $ 151,800 and received net proceeds of $ 125,000 , after an original discount of $ 19,800 and issuance costs of $ 7,000 for due diligence and legal fees. The September 2025 1800 Diagonal Note has a maturity date of June 15, 2026 and bears interest at 14 % per annum. On November 4, 2025, the Company issued a ninth promissory note (the “November 1800 Diagonal Note”) for an aggregate principal amount of $ 238,050 and received net proceeds of $ 200,000 , after an original discount of $ 31,050 and issuance costs of $ 7,000 for due diligence and legal fees. The November 1800 Diagonal Note has a maturity date of July 30, 2026 and bears interest at 14 % per annum. The August, September, December, February, April, May, July, September 2025 and November notes described above are together referred to as the “1800 Diagonal Notes.” Interest on the 1800 Diagonal Notes accrues commencing on and including the issuance date pursuant to the respective agreement's repayment and amortization schedule. Upon an event of default, as defined in the respective agreements, all or any portion of the 1800 Diagonal Notes that are then outstanding, may become convertible at the option of the Lender into fully paid and non-assessable shares of the Company’s Common Stock up to 4.99 % of the Company’s outstanding shares of Common Stock. The Notes become convertible at the Lender’s option upon an event of default, at a conversion price equal to the quotient resulting from dividing the Conversion Amount, measured as the sum of (1) the principal amount of the Note or Notes being converted in such conversion, plus (2) at the Lender’s option, accrued and unpaid interest, F- 38 if any, on such principal amount at the interest rates to the respective note or notes being converted through the conversion date, plus (3) at the Lender’s option, the default interest, divided by the “Conversion Price” then in effect on the date specified in the notice of conversion (the conversion date). The Conversion Price will be measured as seventy-five percent (75%) multiplied by the market price, which means the lowest trading price for the Company’s Common Stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The 1800 Diagonal Notes include optional conversion rights to the holder upon an event of default, contingent redemption (put) rights which trigger mandatory prepayment upon event of default, and defaulted contingent interest upon an event of default. For further discussion of this derivative, see Note 7 – Fair Value Measurements. Interest expense on the 1800 Diagonal Notes totaled approximately $ 306,696 and $ 100,095 for the year ended December 31, 2025 and 2024, respectively. The following table presents the 1800 Diagonal Notes year ended December 31, 2025: 1800 Diagonal Balance at December 31, 2024 $ 432,000 Issuance of convertible notes 1,297,200 Loss on debt issuance 140,215 Repayments in cash ( 615,457 ) Change in fair value ( 49,478 ) Conversions ( 457,493 ) Balance at December 31, 2025 $ 746,987 Outstanding principal balance as of December 31, 2025 $ 721,938 Accrued interest as of December 31, 2025 $ 71,015 3i, LP Private Placement Offering On June 27, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor, 3i, LP (the “Buyer”) for the issuance and sale in a private placement (the “Private Placement Offering”) of senior secured convertible notes of the Company, in the aggregate original principal amount of $ 11,000,000 (the “Private Placement Convertible Notes”) which are convertible into shares of the Company's Class A Common Stock (the shares of Common Stock issuable pursuant to the terms of the Notes, including, without limitation, upon conversion or otherwise, collectively, the “Conversion Shares”), in accordance with the terms of the Notes. In connection with the Offering, the Company has also entered into a letter agreement dated April 30, 2025 (the “Letter Agreement”) with Rodman & Renshaw LLC as the exclusive financial advisor (the “Financial Advisor”) pursuant to which the Company has agreed to issue financial advisor warrants to purchase up to an aggregate of 21,212 shares of Common Stock (the “Financial Advisor Warrants," together with the Buyer Warrants, the “Private Placement Warrants”). Refer to Note 15 – Equity , for further description of the Warrants issued in the Private Placement Offering. On June 30, 2025, the parties conducted the initial closing pursuant to the terms of the Purchase Agreement and the Company issued an initial Note (the "June 3i Note") and an initial warrant ("June Warrant") to acquire shares of the Company's Class A Common Stock. The parties conducted subsequent closings on August 19, 2025 and October 8, 2025 and the Company issued additional notes and warrants (the "August 3i Note" and the "August Warrant," and the "October 3i Note" and the "October Warrant," respectively). The following table presents the maturity date, the original principal amount, the net proceeds received by the Company after original issue discount and issuance fees and costs, the initial conversion price per share, and the initial conversion floor price per share at the date of closing for each Note, and the number of warrants and the initial exercise price per share for each Buyer Warrant associated with the F- 39 Private Placement Offering: Private Placement Notes Private Placement Warrants Closing Date Note Issued by the Company Maturity Date of the Note Original Principal Amount of the Note Net Proceeds Received by the Company Initial Conversion Price per Share Initial Conversion Floor Price per Share Warrants Issued by the Company Number of Buyer Warrants Issued by the Company Initial Buyer Warrant Exercise Price per Share June 30, 2025 June 3i Note June 30, 2026 $ 2,200,000 $ 1,725,000 $ 2.50 $ 0.11 June Warrant 67,124 $ 2.50 August 19, 2025 August 3i Note September 19, 2026 $ 2,200,000 $ 1,762,000 $ 2.50 $ 1.10 August Warrant 126,107 $ 2.50 October 8, 2025 October 3i Note October 8, 2026 $ 2,500,000 $ 2,010,909 $ 2.50 $ 0.62 October Warrant 200,000 $ 2.50 Total $ 6,900,000 $ 5,497,909 393,231 The Private Placement Notes were issued with an original issue discount of 10.0 % and accrue interest at a rate of 10.0 % per annum. The net proceeds received by the Company are after the original issue discount and issuance fees and costs, financial advisory fees and estimated offering expenses. The Private Placement Notes mature twelve ( 12 ) months from the respective date of issuance, unless extended pursuant to the terms thereof. The Notes are convertible (in whole or in part) at any time prior to the Maturity Date into the number of shares of Common Stock equal to quotient of the Conversion Amount divided by (y) the Conversion Price (the “Conversion Rate”). At no time may the Buyer hold more than 4.99 % (or up to 9.99 % at the election of the Buyers pursuant to the Notes) of the outstanding Common Stock. The Private Placement Notes have a respective conversion price that is subject to a floor price. In certain pricing conditions set by the conversion formula in the agreement, a conversion may result in the Company delivering both shares and cash to the Buyer. The Company intends to use the net proceeds received from the Private Placement Offering for general corporate purposes and working capital. In September 2025, as per the terms of the Notes and Warrants, the conversion price and exercise price was adjusted to $ 2.50 . On October 10, 2025, the Company and 3i, LP entered into a consent and waiver agreement (the "Waiver") on certain terms of the Purchase Agreement (as defined in Note 12 – Debt in the notes to the consolidated financial statements) to waive the downward adjustment prohibition in the Purchase Agreement and to provide 3i with certain Variable Rate Securities, as defined in the Purchase Agreement, solely to the extent it would otherwise be violated by the conversion price of CP BF Letter Agreement, as defined below. As such, the parties waived that the conversion price amendment of the CP BF Letter Agreement, as defined below, shall not trigger or constitute an event of default under the Purchase Agreement. In addition, if an Event of Default (as defined in the Notes) has occurred, the Buyer may elect convert (each, an “Alternate Conversion," and the date of such Alternate Conversion, each, an “Alternate Conversion Date”) all, or any part of, the Conversion Amount (such portion of the Conversion Amount subject to such Alternate Conversion, the “Alternate Conversion Amount”) into shares of Common Stock at a conversion rate equal to the quotient of (x) the product of (A) the Redemption Premium and (B) the Alternate Conversion Amount, divided by (y) the Alternate Conversion Price (the “Alternate Conversion Rate”). Upon the occurrence of an Event of Default, the Company is required to deliver written notice to the Buyer within one (1) business day (an “Event of Default Notice”). At any time after the earlier of (a) the Buyer’s receipt of an Event of Default Notice, and (b) the Buyer becoming aware of an Event of Default, the Buyer may require the Company to redeem all or any portion of the Notes at a 15 % premium. Beginning the earlier to occur of (x) the Effective Date (as defined in the Registration Rights Agreement) of the initial Registration Statement filed pursuant to the Registration Rights Agreement and (y) August 1, 2025, and thereafter, the first Trading Day of the calendar month immediately following (each an “Installment Date”) until the Maturity Date, the Company shall repay the Buyer approximately $ 183,333 towards the principal balance of the Notes and any accrued and unpaid interest in cash or, provided certain conditions are satisfied, shares of Common Stock, at the Company’s option (collectively, the “Installment Amount”). In connection with a “Change of Control," the Buyer shall have the right to require the Company to redeem part or all of the Notes outstanding in cash, at the highest calculation of the Change of Control Redemption Price, each of which is outlined in their entirety within the Notes. The Private Placement Convertible Notes include optional conversion rights to the holder upon an event of default, contingent redemption (put) rights which trigger mandatory prepayment upon event of default, and defaulted contingent interest upon an event of default. Due to these embedded features within the Private Placement Convertible Notes, the Company elected to account for the Private Placement Convertible Notes at fair value at their respective dates of issuance and in subsequent reporting periods, pursuant to ASC 825. The Company will record changes in the fair value of the notes that relate to changes in credit risk to other comprehensive income. The remaining changes in fair value, including the component related to accrued interest, will be recorded through the other (income) expense section of the Company’s consolidated statements of operations and comprehensive loss statement in a single line item. F- 40 3i, LP Conversions Between August 12, 2025 and October 22, 2025, the Buyer exercised its contractual conversion options multiple times under the June 3i Note and received an aggregate of 616,450 shares of Class A Common Stock at conversion prices per share ranging from $ 1.91 to $ 2.58 in full satisfaction of the Company's remaining obligations under the June 3i Note totaling $ 1,419,698 . Between September 10, 2025 and October 14, 2025, the Buyer exercised its contractual conversion option multiple times under the August 3i Note and received an aggregate of 617,656 shares of Class A Common Stock at conversion prices per share ranging from $ 1.91 to $ 2.42 in satisfaction of $ 1,411,667 of the Company's obligations under the August 3i Note. Between October 16, 2025 and December 11, 2025, the Buyer exercised its contractual conversion option multiple times under the October 3i Note and received an aggregate of 1,331,675 shares of Class A Common Stock at conversion prices per share ranging from $ 1.03 to $ 2.50 in satisfaction of $ 1,676,667 of the Company's obligations under the October 3i Note. Interest expense on the Private Placement Convertible Notes totaled approximately $ 1,193,231 for the year ending December 31, 2025. The following table presents the Private Placement Convertible Notes as of December 31, 2025: 3i, LP Notes Issuance of Private Placement Convertible Notes $ 6,450,000 Loss on debt issuance 3,349,000 Repayments in cash ( 1,291,516 ) Change in fair value ( 2,308,368 ) Conversions ( 4,343,116 ) Balance as of December 31, 2025 $ 1,856,000 Outstanding principal balance as of December 31, 2025 $ 1,709,091 Accrued interest as of December 31, 2025 $ 170,909 Boot Capital On December 3, 2025, the Company issued a first promissory note (the “Boot Capital Note”) for an aggregate principal amount of $ 115,000 and received $ 100,000 of proceeds, net of an original discount of $ 15,000 , with a maturity date of August 30, 2026. The stated interest rate on the Boot Capital Note is 14 % per annum, and interest shall accrue on the Boot Capital Note commencing on and including the issuance date pursuant to the agreement’s repayment and amortization schedule. Upon an event of default, as defined in the agreement, all or any portion of the Boot Capital Note that is then outstanding, may become convertible at the option of the Lender into fully paid and non-assessable shares of the Company’s Common Stock up to 4.99 % of the Company’s outstanding shares of Common Stock. The Boot Capital Note becomes convertible at the Lender’s option upon an event of default, at a conversion price equal to the quotient resulting from dividing the Conversion Amount, measured as the sum of (1) the principal amount of the note being converted in such conversion, plus (2) at the Lender’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates to the respective note being converted through the conversion date, plus (3) at the Lender’s option, the default interest, divided by the “Conversion Price” then in effect on the date specified in the notice of conversion (the conversion date). The Conversion Price will be measured as seventy-five percent (75%) multiplied by the market price, which means the lowest trading price for the Company’s Common Stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The Boot Capital Note include optional conversion rights to the holder upon an event of default, contingent redemption (put) rights which trigger mandatory prepayment upon event of default, and defaulted contingent interest upon an event of default. Due to these embedded features, the Company elected to account for the Boot Capital Note at fair value pursuant to ASC 825. For further discussion of fair value, see Note 7 – Fair Value Measurements. F- 41 Boot Capital Convertible Notes The following table presents the Private Placement Convertible Notes as of December 31, 2025: Boot Capital Balance at December 31, 2024 $ — Issuance of convertible notes 100,000 Loss on debt issuance 12,611 Repayments in cash — Change in fair value 3,225 Conversions — Balance at December 31, 2025 $ 115,836 Outstanding principal balance as of December 31, 2025 $ 115,000 Accrued interest as of December 31, 2025 $ 1,670 13. Warrant Liabilities Public Warrants The Company assumed Public Warrants in the Merger, exercisable into 23,000 shares of Common Stock of the Company, and which remained outstanding as of December 31, 2025 . The Public Warrants have an exercise price of $ 5,750 per share, subject to adjustments, and will expire five years from the Merger Closing Date (in December 2028). The exercise price and number of shares of Class A Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable and the Company will not be obligated to issue a share of Class A Common Stock upon exercise of a Public Warrant unless the shares of Class A Common Stock issuable upon such Public Warrant exercise has been registered, qualified, or deemed to be exempt under the securities laws of the state of the registered holder of the Public Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such Public Warrant will not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Public Warrant. The Resale Registration statement went effective on February 14, 2024 (Registration No. 333-276307) and since it was declared effective within the contractual 60 -day term upon closing of the Merger, no "cashless basis" exercises were triggered during 2024. Redemption of Public Warrants When the price per Share of Class A Common Stock Equals or Exceeds $ 9,000 Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: ▪ in whole and not in part; ▪ at a price of $5.00 per Warrant; ▪ upon a minimum of 30 days' prior written notice of redemption (the "30-day redemption period"); and ▪ if, and only if, the closing price per share of Class A Common Stock equals or exceeds $ 9,000 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant as described under the heading “ —Warrants—Public Stockholder Warrants—Anti-dilution Adjustments ” in the Resale Registration Statement) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the issuance of shares of Class A Common Stock issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available throughout the 30-day redemption period. If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. F- 42 The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Public Warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants, each warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date. However, the price per share of Class A Common Stock may fall below the $ 9,000 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant as described under the heading “ —Warrants—Public Stockholder Warrants—Anti-dilution Adjustments ” in the Resale Registration Statement as well as the $ 5,750 (for whole shares) Public Warrant exercise price after the redemption notice is issued. No fractional shares of Class A Common Stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A Common Stock to be issued to the holder. GEM Financing Arrangement In association with the GEM Letter, see Note 12 – Debt for further details, at Closing, the GEM Warrant automatically became an obligation of the Company, and on December 15, 2023, the Company issued the GEM Warrant granting GEM the right to purchase 1,657 shares at an exercise price of $ 3,245 per share. GEM may exercise the GEM Warrant at any time and from time to time until December 14, 2026. The terms of the GEM Warrant provide that the exercise price of the GEM Warrant, and the number of shares of Class A Common Stock for which the GEM Warrant may be exercised, are subject to adjustment to account for increases or decreases in the number of outstanding shares of New Banzai Common Stock resulting from stock splits, reverse stock splits, consolidations, combinations and reclassifications. Additionally, the GEM Warrant contains weighted average anti-dilution provisions that provide that if the Company issues shares of Common Stock, or securities convertible into or exercisable or exchange for, shares of Common Stock at a price per share that is less than 90% of the exercise price then in effect or without consideration, then the exercise price of the GEM Warrant upon each such issuance will be adjusted to the price equal to 105% of the consideration per share paid for such Common Stock or other securities. In the event of a Change of Control, if the Surviving Corporation does not have registered class of equity securities and common shares listed on a U.S. national securities exchange, then the Holder is entitled to receive one percent of the total consideration received by the Company’s stockholders and the GEM Warrants will expire upon payment. Upon the closing of the OpenReel Merger, the exercise price of the GEM Warrants were adjusted to the price equal to 105% of the consideration per share paid which resulted in a strike price of $ 18.30 . The effect of the change in strike price feature being triggered resulted in a change of value of approximately $ 15,000 which is recorded in the statement of operations line c hange in fair value of warrant liability. If the per share market value of one share of Class A Common Stock is greater than the then-current exercise price, then GEM will have the option to exercise the GEM Warrant on a cashless basis and receive a number of shares of Class A Common Stock equal to (x) the number of shares of Class A Common Stock purchasable upon exercise of all of the GEM Warrant or, if only a portion of the GEM Warrant is being exercised, the portion of the GEM Warrant being exercised, less (y) the product of the then-current exercise price and the number of shares of Class A Common Stock purchasable upon exercise of all of the GEM Warrant or, if only a portion of the GEM Warrant is being exercised, the portion of the GEM Warrant being exercised, divided by the per share market value of one share of Class A Common Stock. The GEM Warrant may not be exercised if such exercise would result in the beneficial ownership of the holder and its affiliates in excess of 9.99 % of the then-issued and outstanding shares of Common Stock. Private Placement Offering Warrants In association with the Private Placement Convertible Notes, see Note 12 – Debt for further details, at Closing, the Company issued Private Placement Warrants. Holders of the Private Placement Warrants may exercise the Private Placement Warrants at any time and from time to time until the three years from the date of issuance for the June issuance and five years from the date of issuance for the August issuance. The terms of the Private Placement Warrants provide that the exercise price of the Private Placement Warrants, and the number of shares of Class A Common Stock for which the Private Placement Warrants may be exercised, are subject to adjustment to account for increases or decreases in the number of outstanding shares of Banzai Common Stock resulting from stock splits, reverse stock splits, consolidations, combinations, and reclassifications. Additionally, the Private Placement Warrants contain anti-dilution and change in option price or rate of conversion price ("Variable Price") provisions that provide that if the Company issues shares of Common Stock, or securities convertible into or exercisable or exchange for, shares of Common Stock after the Private Placement Offering, at a price per share that varies or may vary with the market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price, then the Holders of Private Placement Warrants have the right, but not the obligation, at their sole discretion, to elect to substitute the Variable Price for the Exercise Price upon exercise of the Private Placement Warrants. For further discussion of the accounting treatment and fair value of the Private Placement Warrants, see Note 7 – Fair Value Measurements. F- 43 14. Commitments and Contingencies Leases The Company has an operating lease for its office space. The lease agreement does not provide an implicit borrowing rate therefore the Company used a benchmark approach to derive an appropriate incremental borrowing rate to discount remaining lease payments. Leases with an initial term of twelve months or less are not recorded on the balance sheet. There are no material residual guarantees associated with the Company’s lease nor are there significant restrictions or covenants. Certain leases include variable payments related to common area maintenance and property taxes, which are billed by the landlord, as is customary with these types of charges for office space. The Company has not entered into any lease arrangements with related parties. The Company’s existing lease contains an escalation clause and a renewal option. The Company is not reasonably certain that the renewal option will be exercised upon expiration of the initial terms of its existing lease. The Company entered into a sublease which it has identified as an operating lease prior to the adoption of FASB ASC 842, Leases . The Company remains the primary obligor to the head lease lessor, making rental payments directly to the lessor and separately billing the sublessee. The sublease is subordinate to the master lease, and the sublessee must comply with all applicable terms of the master lease. The Company subleased the real estate to a third-party at a monthly rental payment amount that was less than the monthly cost that it pays on the headlease with the lessor. The sublease expired at the end of September 2024. The components of lease expense for the years ended December 31, 2025 and 2024, are as follows: For the Year Ended December 31, Components of lease expense: 2025 2024 Operating lease expense $ 30,000 $ 145,674 Sublease income — ( 117,084 ) Total lease (income) expense $ 30,000 $ 28,590 Supplemental cash flow information related to leases are as follows: For the Year Ended December 31, Supplemental cash flow information: 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Non-cash lease expense (operating cash flow) $ 24,011 $ 137,717 Change in lease liabilities (operating cash flow) ( 23,280 ) ( 237,607 ) Right of use assets obtained in exchange for lease obligations: Operating leases $ 7,319 $ 76,269 Supplemental balance sheet information related to leases was as follows: As of December 31, Operating leases: 2025 2024 Operating lease right-of-use assets $ 55,871 $ 72,565 Operating lease liability, current 22,823 22,731 Operating lease liability, non-current 33,922 49,974 Total operating lease liabilities $ 56,745 $ 72,705 As of December 31, Weighted-average remaining lease term: 2025 2024 Operating leases (in years) 1.83 2.83 Weighted-average discount rate: 2025 2024 Operating leases 9.40 % 9.40 % F- 44 Future minimum lease payments under non-cancellable lease as of December 31, 2025, are as follows: Maturities of lease liabilities: Year Ending December 31, 2026 $ 33,458 2027 28,235 2028 — 2029 — 2030 and thereafter — Total undiscounted cash flows 61,693 Less discounting ( 4,948 ) Present value of lease liabilities $ 56,745 Investor Relations Consulting Agreement with MZHCI, LLC On August 26, 2024, the Company entered into an Investor Relations Consulting Agreement (the “Consulting Agreement”) with MZHCI, LLC, a MZ Group Company (“MZHCI”), pursuant to which the Company agreed to issue 2,400 restricted shares, partially in exchange for the various investor relations services outlined in the Consulting Agreement. The Company will also pay MZHCI $ 12,500 per month for their investor relations services with an annual 5 % cost of living adjustment. This agreement becomes effective upon the execution of the Consulting Agreement and shall remain effective for a period of six ( 6 ) months, unless terminated earlier. The Consulting Agreement shall automatically renew every six ( 6 ) months thereafter unless either party delivers to the other sixty ( 60 ) days written notice of termination prior to the end of the then-current term. On September 9, 2024, the Company issued 24,000 shares to MZHCI. The shares are exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and were issued as restricted stock with an appropriate restrictive legend. Repayment Plans During 2024 the Company entered into various agreements (the “Settlement Agreements”) to reorganize outstanding debt from certain creditors (collectively, the “Creditors”) into shares of the Company’s Class A Common Stock (the “Shares”) (collectively, the “Debt Reorganization”). The Shares issued as part of the Debt Reorganization include Shares that are to be registered with the Securities and Exchange Commission (the “SEC”) in a registration statement on Form S-1 and Shares that are exempt from registration. The details of the various agreements are summarized below. Repayment Agreement with Perkins Coie LLP On September 9, 2024, the Company entered into a Repayment Agreement (the “Perkins Repayment Agreement”) where the Company agreed to issue $ 1,385,000 worth of shares, which the Company shall register no fewer than 46,000 shares, subject to adjustment, in a registration statement on Form S-1 within 60 days of entering into the Perkins Repayment Agreement, and will use reasonable best efforts to ensure the Registration Statement becomes effective promptly and remains effective until all shares issued under the Perkins Repayment Agreement are sold. The Company’s registration statement on Form S-1 was filed with the SEC on October 16, 2024 and became effective on November 6, 2024. As of December 31, 2024, the Company had issued 60,000 shares to Perkins to settle part of the outstanding liability balance. During the year ended December 31, 2025, the Company issued 130,000 shares to Perkins to settle the remaining outstanding liability balance. Repayment Agreement with Cooley LLP On September 19, 2024 the Company entered into a Repayment Agreement with Cooley LLP (“Cooley”) for previously provided legal services (the “Cooley Repayment Agreement”). Under the Cooley Repayment Agreement, the Company’s outstanding fees have been lowered from $ 1,523,029 to $ 400,000 (the “Cooley Unpaid Fee”) in exchange for 11 monthly installments of $ 36,300 , with the first payment to be made on October 1, 2024 . If payments are not made in accordance with the Repayment Agreement, Cooley retains the right to seek to collect the entire original outstanding fee balance. As such, in accordance with ASC 470-60, no gain on settlement will be recorded until all payments have been made as required and the potential obligation to pay the amounts written off are eliminated. The Company made all required payments as of June 30, 2025 and accordingly recognized a gain on settlement of approximately $ 1.1 million, recognized within gain on extinguishment of liabilities on the consolidated statements of operations for the year ended December 31, 2025. Settlement Letter with CohnReznick LLP F- 45 On September 19, 2024, the Company entered into a Settlement Letter with CohnReznick LLP (“CohnReznick”) regarding the Company’s unpaid balance totaling $ 817,400 for services rendered in connection with the 7GC business combination with the Company (the “Settlement Letter”). Under the Settlement Letter, the Company and CohnReznick agreed to settle the total unpaid balance due, upon CohnReznick’s receipt of $ 450,000 (the “Settlement Amount”), which will be paid in 15 equal monthly installments of $ 30,000 . In consideration of the Settlement Letter, CohnReznick has agreed to not to pursue collection efforts now or at any time in the future, except as otherwise provided in the Settlement Letter. If payments are not made in accordance with the Settlement Letter, the unpaid portion of the total unpaid balance will immediately become due and payable. As such, in accordance with ASC 470-60, no gain on settlement will be recorded until all payments have been made as required and the potential obligation to pay the amounts written off are eliminated. The remaining unpaid balance of $ 577,400 is included in accrued expenses and other current liabilities on the consolidated balance sheets as of December 31, 2025. Repayment Agreement with Sidley Austin LLP On September 19, 2024, the Company entered into a Repayment Agreement with Sidley Austin LLP (“Sidley”) for previously provided legal services (the “Sidley Repayment Agreement”). Under the Sidley Repayment Agreement, the Company’s outstanding fees have been lowered from $ 4,815,979 to $ 1,605,326 (the “Sidley Unpaid Fee”). Under the Sidley Repayment Agreement, the Company agrees to 12 monthly payments that Sidley applies to the balance of the Sidley Unpaid Fee on a 2 for 1 basis, such that for every one dollar ($1.00) paid by Company, Sidley shall reduce the Sidley Unpaid Fee Amount by an additional two dollars ($2.00). If payments are not made in accordance with the Sidley Repayment Agreement, the shortfall shall accrue interest at a rate of 12 % per annum, compounded daily, until such payment is made. As such, in accordance with ASC 470-60, no gain on settlement will be recorded until all payments have been made as required and the potential obligation to pay the amounts written off are eliminated. The Company made all required payments as of June 30, 2025 and accordingly recognized a gain on settlement of approximately $ 3.2 million, recognized within gain on extinguishment of liabilities on the consolidated statements of operations for the year ended December 31, 2025. Repayment Agreement with Donnelley Financial LLC On September 13, 2024, the Company entered into a Repayment Agreement with Donnelley Financial LLC (“Donnelley”) for previously provided services (the “Donnelley Repayment Agreement”). Under the Donnelley Repayment Agreement, the Company’s outstanding fees have been lowered from $ 1,072,148 to $ 357,025 (the “Donnelley Unpaid Fee”). The Donnelley Unpaid Fee will be paid in 12 monthly installments , with the first monthly payment of $ 45,000 due on October 1, 2024; the remaining 11 payments shall each be in the amount of $ 28,366 . Under the Donnelly Repayment Agreement, the original outstanding fee balance shall become immediately due and payable upon the occurrence of certain events, including failure to make a payment of the Donnelly Unpaid Fee when due and failure to pay for any additional services. As such, in accordance with ASC 470-60, no gain on settlement will be recorded until all payments have been made as required and the potential obligation to pay the amounts written off are eliminated. The remaining unpaid balance of $ 85,098 is included in accrued expenses and other current liabilities on the consolidated balance sheets as of December 31, 2025. Repayment Agreement with Verista Partners, Inc. On August 26, 2024, the Company entered into a Repayment Agreement with Verista Partners, Inc. aka Winterberry Group, (“Verista” or “Winterberry”) for previously provided services (the “Verista Repayment Agreement”). Under the Verista Repayment Agreement, the Company’s outstanding fees are $ 196,666 (the “Verista Unpaid Fee”). The Company and Verista have agreed that the Verista Unpaid Fee will be repaid with $ 66,666 worth of shares of the Company, and $ 130,000 in 16 equal cash installment payments of $ 8,125 , beginning on October 1, 2024, and on the first day of each month thereafter through January 1, 2026. As of December 31, 2025 , the Company had issued 3,000 shares and made aggregate installment payments of $ 78,437 to Verista. The remaining unpaid balance of $ 45,785 is included in Accounts Payable on the consolidated balance sheets as of December 31, 2025. Payment to Act-On The Company previously announced its entry into an Agreement and Plan of Merger, dated January 22, 2025, with Act-On Software, Inc., a Delaware corporation (“Act-On”), and Banzai Passage Inc., a Delaware corporation and wholly owned subsidiary of Banzai. Although the Company worked diligently to complete all closing conditions of the Plan of Merger, due to current market conditions, on June 6, 2025, Act-On served Banzai with a notice of termination to terminate the Merger Agreement and any related agreements (collectively, the “Transaction Documents”). As per the Transaction Documents, within five calendar days, the Company was required to pay certain termination fees including $ 500,000 in liquidated damages to cover certain transaction expenses that Act-On incurred in connection with the merger contemplated by the Merger Agreement and $ 882,030 in additional interest and extension fees associated with one of Act-On’s outstanding debts that the Company had intended to payoff in connection with the merger contemplated by the Merger Agreement. As of December 31, 2025, the Company had paid the total amount owed of approximately $ 1,382,030 to Act-On. F- 46 Legal Matters In the regular course of business affairs and operations, the Company is subject to possible loss contingencies arising from third-party litigation and federal, state, and local environmental, labor, health and safety laws and regulations. The Company assesses the probability that they may incur a liability in connection with certain of these lawsuits. The Company's assessments are made in accordance with generally accepted accounting principles, as codified in ASC 450-20, and is not an admission of any liability on the part of the Company or any of its subsidiaries. In certain cases that are in the early stages and in light of the uncertainties surrounding them, the Company does not currently possess sufficient information to determine a range of reasonably possible liability. 15. Equity The Company’s capital stock consists of Class A Common Stock, Class B Common Stock, Preferred Stock and Series FE Preferred Stock. All classes of stock have a par value of $ 0.0001 per share. The table below sets forth information about the Company’s equity, as of December 31, 2025: Authorized Issued Outstanding Preferred Stock 75,000,000 — — Series FE Preferred Stock 1 — — Class A Common Stock 250,000,000 10,315,219 10,315,219 Class B Common Stock 25,000,000 231,114 231,114 Total 350,000,001 10,546,333 10,546,333 Class A and B Common Stock The Class A Common Stock and Class B Common Stock entitle their holders to one vote per share and ten votes per share, respectively, on each matter properly submitted to the stockholders entitled to vote thereon. The holders of shares of Common Stock shall be entitled to receive dividends declared by the Board of Directors ("Board"), on a pro rata basis based on the number of shares of Common Stock held by each such holder, assuming conversion of all Class B Common Stock into Class A Common Stock at a one to one conversion ratio. Preferred Stock The Board has the authority to issue preferred stock and to determine the rights, privileges, preferences, restrictions, and voting rights of those shares. Series FE Preferred Stock In connection with and as a condition to closing under the Merger Agreement during 2024, on the Closing Date, the Company issued one ( 1 ) share of series FE preferred stock (the “Series FE Preferred Stock”), to one of the OpenReel Stockholders, FE IV OR Aggregator, LLC. The Series FE Preferred Stock has a two (2) year term and from the issue date to the second anniversary of the issue date, the holder is granted the right upon a subsequent financing resulting in the issuance of new securities by the Company, to participate on a pro-rata basis in such subsequent financing up to the holder's fully-diluted ownership percentage of the Company. Upon the two-year anniversary of the issue date of the Series FE Preferred Stock, the Series FE Preferred Stock will automatically be canceled and return to the status of authorized but unissued. The Series FE Preferred Stock does not participate in dividends of the Company, is not convertible into any other class of equity securities of the Company, has no voting rights with the Common Stock or other equity securities of the Company, and is not redeemable. Yorkville Standby Equity Purchase Agreement ("SEPA") On December 14, 2023, the Company entered into the SEPA with YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”) in connection with the Merger. Pursuant to the SEPA, subject to certain conditions, the Company shall have the option, but not the obligation, to sell to Yorkville, and Yorkville shall subscribe for, an aggregate amount of up to up to $ 100,000,000 of the Company’s shares of Class A common stock, par value $ 0.0001 per share, at the Company’s request any time during the commitment period commencing on December 14, 2023 and terminating on the 36-month anniversary of the SEPA (the “SEPA Option”). Each advance (each, an “Advance”) the Company requests under the SEPA (notice of such request, an “Advance Notice”) may be for a number of shares of Class A common stock up to the greater of (i) 10,000 shares or (ii) such amount as is equal to 100% of the average daily volume traded of the Class A common stock during the five trading days immediately prior to the date the Company requests each Advance ; provided, in no event shall the number of shares of Class A common stock issued cause the aggregate shares of Class A F- 47 common stock held by Yorkville and its affiliates as of any such date to exceed 9.99 % of the total number of shares of Class A common stock outstanding as of the date of the Advance Notice (less any such shares held by Yorkville and its affiliates as of such date) (the “Exchange Cap”). The shares would be purchased, at the Company’s election, at a purchase price equal to either: (i) 95 % of the average daily Volume Weighted Average Price (“VWAP”) of the Class A Common Stock on the Nasdaq Stock Market (“Nasdaq”), subject to certain conditions per the SEPA (the “Option 1 Pricing Period; or (ii) 96 % of the lowest daily VWAP of the Class A Common Stock during the three trading days commencing on the Advance Notice date, subject to certain conditions per the SEPA (the “Option 2 Pricing Period”). Any purchase under an Advance would be subject to certain limitations, including that Yorkville shall not purchase or acquire any shares that would result in it and its affiliates beneficially owning more than 9.99 % of the then outstanding voting power or number of shares of Class A common stock or any shares that, aggregated with shares issued under all other earlier Advances, would exceed 19.99 % of all shares of Class A common stock and Class B common stock of the Company, par value $ 0.0001 per share, outstanding on the date of the SEPA, unless Company shareholder approval was obtained allowing for issuances in excess of such amount. The SEPA Option was determined to be a freestanding financial instrument which did not meet the criteria to be accounted for as a derivative instrument or to be recognized within equity. Pursuant to ASC 815, the Company will therefore recognize the SEPA Option as an asset or liability, measured at fair value at the date of issuance, December 14, 2023, and in subsequent reporting periods, with changes in fair value recognized in earnings. In connection with the execution of the SEPA, the Company agreed to pay a commitment fee of $ 500,000 to Yorkville at the earlier of (i) March 14, 2024 or (ii) the termination of the SEPA, which will be payable, at the option of the Company, in cash or shares of Class A common stock through an Advance (the “Deferred Fee”). In March 2024 the Company issued 1,420 Class A common stock as payment for the Deferred Fee. Pursuant to the terms of the SEPA, at any time that there is a balance outstanding under the Yorkville Promissory Notes or Yorkville Note, Yorkville has the right to receive shares to pay down the principal balance, and may select the timing and delivery of such shares (via an “Investor Notice”), in an amount up to the outstanding principal balance on the Yorkville Promissory Notes at a purchase price equal to the lower of (i) $ 5,000 per share of Class A common stock (the “Fixed Price”), or (ii) 90 % of the lowest daily Volume Weighted Average Price (“VWAP”) of the Class A common stock on Nasdaq during the 10 consecutive Trading Days immediately preceding the Investor Notice date or other date of determination (the “Variable Price”). The Variable Price shall not be lower than $ 1,000 per share (the “Floor Price”). The Floor Price shall be adjusted (downwards only) to equal 20% of the average VWAP for the five trading days immediately prior to the date of effectiveness of the initial Registration Statement. Notwithstanding the foregoing, the Company may reduce the Floor Price to any amount via written notice to Yorkville, provided that such amount is no more than 75 % of the closing price on the Trading Day immediately prior to the time of such reduction and no greater than $ 1,000 per share of Class A common stock (the “Conversion Price”). At any time that there is a balance outstanding under the Yorkville Promissory Notes, the Company is not permitted to issue Advance Notices under the SEPA unless an Amortization Event has occurred under the terms of the Yorkville Promissory Notes agreement. During the year ended December 31, 2025, the Company issued Advance Notices to Yorkville pursuant to the SEPA requesting the purchase of shares of the Company’s Class A common stock. The Company elected to issue Advance Notices subject to both the Option 1 Pricing Period (the “Option 1 Advances”) and the Option 2 Pricing Period (the “Option 2 Advances”). During the year ended December 31, 2025 the Company requested the purchase of a total of 1,266,001 shares of the Company’s Class A common stock in connection with the Option 1 Advances, which Yorkville purchased for a total purchase price of approximately $ 6,473,887 . The Company recognized a loss of approximately $ 340,850 on the sales, which represents the difference between the fair value of the shares issued and the proceeds received from the sales. During the year ended December 31, 2025 the Company requested the purchase of a total of 1,616,000 shares of the Company’s Class A common stock in connection the Option 2 Advances. The issuance of the Advance Notices subject to the Option 2 Pricing Period represents the creation of forward share sales contracts, which were determined to meet the definition of a derivative pursuant to ASC 815. As such, upon issuance of the Advance Notices for the Option 2 Advances, the Company recognized derivative liabilities totaling approximately $ 467,656 in the aggregate, the fair values of which represented the intrinsic value of the requested number of shares of Class A common stock on the Advance Notice dates. The Company recognized a loss of approximately $ 467,656 during the year ended December 31, 2025 representing the change in fair value of the derivative liabilities during the period from the Advance Notice dates and the settlement dates of the Option 2 Advances. Upon settlement of the Option 2 Advances, the Company sold an aggregate of 1,616,000 shares of the Company’s Class A common stock to Yorkville for total proceeds of approximately $ 11,222,588 . Additionally, during the year ended December 31, 2025 , the Company settled one Advance Notice subject to the Option 2 Pricing Period issued on December 30, 2024, and accordingly sold 30,489 of the Company’s Class A common stock to Yorkville for proceeds of F- 48 approximately $ 48,000 . Shares Issued under ATM Agreement On August 27, 2025, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), to sell its shares of Class A Common Stock, par value $ 0.0001 per share, from time to time, in an “at the market offering” program through Wainwright, with certain limitations on the amount of Class A Common Stock that may be offered and sold thereunder. The sales of the Shares made under the ATM Agreement ("the ATM Shares") will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Capital Market or on any other existing trading market for the Company’s Class A Common Stock, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. Offers and sales of the ATM shares by the Company will be made through a prospectus supplement, dated August 27, 2025 and an accompanying base prospectus, dated August 8, 2025 (the “ATM Prospectus Supplement”), which ATM Prospectus Supplement forms a part of the Company’s shelf registration statement on Form S-3 (File 333-288908), as amended, initially filed with the SEC on July 23, 2025 (the “Registration Statement”) and declared effective by the SEC on August 8, 2025. The aggregate market value of the shares of Class A Common Stock eligible for sale under the ATM Prospectus Supplement is approximately $ 8.2 million as of December 5, 2025, which is based on the limitations of General Instruction I.B.6 of Form S-3. Pursuant to the ATM Agreement, the Company will set the parameters for the sale of the ATM Shares, including the number of ATM Shares to be issued, the time period during which sales are requested to be made, limitation on the number of ATM Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Upon delivery of a placement notice and subject to the terms and conditions of the ATM Agreement, the Manager will use its commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of Nasdaq, to sell the ATM Shares from time to time based upon the Company’s instructions. The Company has no obligation to sell any the ATM Shares under the ATM Agreement and may at any time suspend solicitation and offers under the ATM Agreement. The Manager is not obligated to purchase any ATM Shares on a principal basis pursuant to the ATM Agreement. The ATM Agreement provides that the Company will pay the Manager commissions for its services for acting as agent in the sale of the ATM Shares. The Manager will be entitled to compensation at a fixed commission rate equal to up to 3.0 % of the gross proceeds from the sale of the ATM Shares. The Company has agreed to provide the Manager and certain affiliates of the Manager with customary indemnification and contribution rights, including for liabilities under the Securities Act. Pursuant to the ATM Agreement terms, the Company has agreed to reimburse Wainwright for the reasonable fees and expenses of its legal counsel not to exceed $ 100,000 (excluding any periodic due diligence fees) incurred in connection with entering into the transactions contemplated by the ATM Agreement and has agreed to reimburse Wainwright up to a maximum of $ 5,000 per Representation Date (as defined in the ATM Agreement) in connection with a new Registration Statement or the filing of the Company’s Annual Report on Form 10-K and $ 2,500 in connection with each other Representation Date, plus any incidental expense incurred by the Manager in connection therewith. The ATM Agreement contains customary representations and warranties and conditions regarding the placements of the Shares pursuant thereto, obligations to sell Shares under the ATM Agreement are subject to satisfaction of certain conditions, including the effectiveness of the Registration Statement. The ATM and the ATM Prospectus Supplement will terminate upon the earlier of (i) the sale of the Maximum Amount (as defined in the ATM Agreement) of Shares pursuant to the ATM Agreement, or (b) the termination of the ATM Agreement by us or the Manager as permitted therein. In May 2025, the Company entered into a private placement agreement with certain investors to sell 31,884 shares of Class A common stock at $ 6.90 per share and 32,352 prefunded warrants (the “May 2025 Prefunded Warrants”) at $ 3.40 per warrant. The May 2025 Prefunded Warrants were immediately exercised, resulting in the issuance of 32,352 shares of Class A common stock. The Company collected in aggregate $ 330,000 of gross proceeds from this private placement. During the year ended December 31, 2025, the Company issued 1,816,387 shares under the ATM Agreement for net proceeds of approximately $ 3,429,257 . Shares Issued to Hudson On January 3, 2025, the Company issued 15,000 restricted shares of its Common Stock, with a determined fair value of $ 232,500 , partially in exchange for the business advisory services outlined in the consulting agreement with Hudson Global Ventures, LLC, a Nevada limited liability company ("Hudson"). On April 25, 2025, July 1, 2025 and September 3, 2025, the Company issued 40,000 , F- 49 23,600 , and 52,000 , respectively, restricted shares of its Class A Common Stock to Hudson, in exchange for certain business advisory services as outlined in a consulting agreement with Hudson, executed on April 1, 2025. Shares Issued to Verista On August 26, 2024, the C ompany issued 3,000 shares of its Common Stock, with a determined fair value of $ 49,800 , in partial settlement of amounts owing to Verista. Refer to Note 14 – Commitments and Contingencies for further detail. Shares Issued for RSU During the year ended December 31, 2025, 200,954 RSUs vested into shares of Class A Common Stock of the Company. Shares Issued for Vidello Acquisition As disclosed above, on January 31, 2025, the Company closed a previously announced merger with Vidello. As part of the consideration paid to the Vidello Shareholders, the Company issued 89,820 shares of Class A Common Stock, with a determined fair value of $ 1,661,677 . Refer to Note 4 – Acquisitions for further detail. Shares Issued for pre-funded warrant exercise On January 7, 2025, the Company issued 4 shares of Class A Common Stock to CP BF, resulting from the exercise by CP BF of exercise of four ( 4 ) pre-funded warrants under the CP BF Pre-Funded Warrant. See Note 13 – Warrant Liabilities. On April 21, 2025, the Company issued 104,882 shares of Class A Common Stock to Alco, resulting from the exercise by Alco of pre-funded warrants purchased during September 2024. On November 26., 2025, the Company issued 1,176,628 shares of Class A Common Stock to FE IV Aggregator, resulting from the exercise by FE IV Aggregator of Pre-Funded Warrants held by FE Aggregator as part of the OpenReel Merger Consideration. Shares Issued for private placement In May 2025, the Company entered into a private placement agreement with certain investors to sell 31,885 shares of Class A common stock at $ 6.90 per share and 32,352 prefunded warrants (the "May 2025 Prefunded Warrants") at $ 3.40 per warrant. The May 2025 Prefunded Warrants were immediately exercised, resulting in the issuance of 32,352 shares of Class A common stock. The Company collected in aggregate $ 330,000 of gross proceeds from this private placement. 16. Stock-Based Compensation During 2023, the Company adopted the 2023 Employee Stock Purchase Plan (the "ESPP"). The ESPP permits eligible employees of the Company and certain designated companies as determined by the Board, to purchase shares of the Company's Common Stock. The aggregate number of shares of common stock that may be purchased pursuant to the Purchase Plan automatically increases on January 1 of each year ending on January 1, 2033 , in an amount equal to the lesser of one percent ( 1 %) of the total number of shares of the fully diluted common stock (as defined in the ESPP) determined as of December 31 of the preceding year, or a number of shares of common stock equal to two hundred percent ( 200 %) of the initial share reserve of 1,144 . During 2023, the Company adopted the 2023 Equity Incentive Plan (the “EIP”). The EIP permits the granting of incentive stock options, nonstatutory stock options, SARs, restricted stock awards, RSU awards, performance awards, and other awards. to employees, directors, and consultants. The aggregate number of shares of common stock that may be issued under the EIP automatically increases on January 1 of each year ending on January 1, 2033 , in an amount equal to 5 % of the total number of shares of the fully diluted common stock determined as of December 31 of the preceding year. The Company accounts for stock-based payments pursuant to FASB ASC 718, Stock Compensation and, accordingly, the Company records compensation expense for stock-based awards based upon an assessment of the grant date fair value for options using the Black-Scholes option pricing model. The Company has concluded that its historical share option exercise experience does not provide a reasonable basis upon which to estimate expected term. Therefore, the expected term was determined according to the simplified method, which is the average of the vesting tranche dates and the contractual term. Due to the lack of company specific historical and implied volatility data, the estimate of expected volatility is primarily based on the historical volatility of a group of similar companies that are publicly traded. For these analyses, companies with comparable characteristics were selected, including enterprise value and position within the industry, and with historical share price information sufficient to meet the expected life of the share-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent periods of the calculated expected term of its share-based awards. The risk-free interest rate is determined by reference to the U.S. F- 50 Treasury zero-coupon issues with remaining maturities similar to the expected term of the options. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The following table summarizes assumptions used to compute the fair value of options granted: Year Ended December 31, 2025 2024 Stock price N/A $ 146 - 305 Exercise price N/A $ 146 - 2,500 Expected volatility N/A 61.00 - 62.12 % Expected term (in years) N/A 5.61 - 6.08 Risk-free interest rate N/A 4.20 - 4.45 % A summary of stock option activity under the Plan is as follows: Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Intrinsic Value Outstanding at December 31, 2024 2,566 $ 1,618.30 8.52 $ — Granted 10,058 210.45 — — Expired ( 28 ) 2,479.66 — — Forfeited ( 43 ) 1,700.47 — — Outstanding at December 31, 2025 12,553 $ 343.74 8.64 — Exercisable at December 31, 2025 3,913 $ 610.35 8.15 $ — In connection with issuances under the Plan, the Company recorded stock-based compensation expense related to stock options of $ 107,683 and $ 130,997 , which is included in general and administrative expense for the years ended December 31, 2025 and 2024, respectively. The weighted-average grant-date fair value per option granted during the years ended December 31, 2025 and 2024 was $ 12 and $ 85 , r espectively. As of December 31, 2025 and 2024, $ 261,467 and $ 212,936 of unrecognized compensation expense related to non-vested awards is expected to be recognized over the weighted average period of 8.87 and 9.25 years, respectively. The aggregate intrinsic value is calculated as the difference between the fair value of the Company’s stock price and the exercise price of the options. RSUs During the year ended December 31, 2024, the Company began issuing RSUs to employees and to non-employee directors. Each RSU entitles the recipient to one share of Class A Common Stock upon vesting. The Company measures the fair value of RSUs using the stock price on the date of grant. Stock-based compensation expense for employee-granted RSUs is recorded ratably over their vesting period of (a) four years - 25 % of the RSUs will vest on each anniversary, or (b) one year - 25 % will vest quarterly , or (c) one year – 100 % will vest on the first anniversary of the vesting commencement date until the RSU is fully vested. Stock-based compensation expense for non-employee director-granted RSUs is recorded ratably over their vesting period which is the earlier to occur of the one (1) year anniversary of the respective grant date, or the next annual meeting of stockholders following the respective grant date. A summary of the activity with respect to, and status of, RSUs during the year ended December 31, 2025 is presented below: Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2024 34,078 $ 17.40 Granted 595,529 7.03 Vested ( 200,954 ) 11.91 Forfeited ( 14,751 ) 8.49 Outstanding at December 31, 2025 413,902 $ 7.45 For the year ended December 31, 2025 and December 31, 2024, the Company recorded total stock-based compensation expense related to RSUs of $ 2,466,707 and $ 1,034,683 , respectively, which is included in general and administrative expense. As of December 31, 2025 and 2024, unrecognized compensation cost related to the grant of RSUs was $ 2,342,212 and $ 158,032 , respectively. Unvested F- 51 outstanding RSUs as of December 31, 2025 and 2024 had a weighted average remaining vesting period of 2.25 and 1.2 years, respectively. CEO Award In November 2025, the Board granted an equity award to the Company’s CEO ("CEO Award") that includes a market condition based on specified market capitalization thresholds ranging from $ 15.0 million to $ 30.0 million, which result in stock grants ranging from $ 250 thousand to $ 750 thousand, up to $ 2.0 million in the aggregate. The CEO Award is equity-classified and the grant-date fair value was estimated using a Monte Carlo simulation model, using historical volatility as a key input. The Company recognized $ 104,841 of stock-based compensation expense related to this award for the year ended December 31, 2025. 17. Income Taxes Components of net loss before income taxes are as follows: Year Ended December 31, Components of net loss before income taxes: 2025 2024 United States $ ( 22,673,927 ) $ ( 31,513,389 ) Foreign 242,469 — A reconciliation of the provision for income taxes to the amount computed by applying the 21 % statutory U.S. federal income tax rate to income before income taxes after the adoption of ASU 2023-09 for the year ended December 31, 2025 is as follows: Amount % of Pretax Income US Federal Statutory Tax Rate $ ( 4,710,559 ) 21.00 % State and Local Income Taxes, Net of Federal Income Tax Effect — 0.00 % Foreign Tax Effects United Kingdom Statutory tax rate difference between United Kingdom and United States 9,699 - 0.04 % Effect of Changes in Tax Laws or Rate Enacted in the Current Period Effect of Cross-Border Tax Laws 18,900 - 0.09 % Tax Credits R&D Credits ( 15,243 ) 0.07 % Change in valuation allowance 3,149,702 - 14.04 % Nontaxable or Nondeductible Items: Change in Fair Value Estimates ( 602,735 ) 2.76 % Loss on Conversion – 163(l) 1,528,553 - 6.81 % Stock Compensation Adjustments 293,474 - 1.34 % Other 388,826 - 1.79 % Effective tax rate $ 60,617 - 0.28 % A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate for the period ended December 31, 2024 consists of the following: Statutory federal income tax benefit $ ( 6,617,812 ) 21.0 % State taxes, net of federal tax benefit ( 463,682 ) 1.5 % Change in valuation allowance 2,968,883 - 9.4 % Change in state tax rate 16,101 - 0.1 % Change in fair value estimates ( 107,489 ) 0.3 % Non-deductible interest – IRC 163(l) 516,624 - 1.6 % Non-deductible transaction/restructuring costs — 0.0 % Loss on debt conversion and extinguishment 2,935,747 - 9.3 % Nondeductible warrant issuance expense — 0.0 % Impairment of goodwill 612,511 - 1.9 % Other non-deductible expenses 139,117 - 0.5 % Effective tax rate $ — - 0.1 % F- 52 The components of income tax provision (benefit) are as follows: Year Ended December 31, 2025 2024 Current: Federal $ — $ — State — — Foreign 214,398 — Total current 214,398 — Deferred: Federal — — State — — Foreign ( 153,781 ) — Total deferred ( 153,781 ) — Total $ 60,617 $ — The amounts of cash income taxes paid (received) by the Company for the year ended December 31, 2025 were as follows: Federal $ — State and local — Foreign — Income taxes, net of amounts refunded $ — Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The temporary differences that give rise to deferred tax assets and liabilities are as follows: As of December 31, 2025 2024 Deferred tax assets (liabilities): Net operating loss carryforwards $ 15,736,074 $ 12,347,734 Contribution carryforwards 8,803 23,718 Tax credits 175,785 91,889 Stock-based compensation 284,981 157,165 Accrual to cash adjustment — — Startup costs and other intangibles 1,618,932 1,700,257 Acquired intangibles ( 1,953,499 ) ( 870,569 ) Lease liabilities 13,030 16,339 Right-of-use assets ( 12,830 ) ( 16,308 ) Accrued expenses 664,106 651,519 Capitalized R&D costs (Sec. 174) 1,959,520 1,930,337 Other 66,496 8,182 18,561,398 16,040,263 Valuation allowance ( 19,679,073 ) ( 16,040,263 ) Deferred tax assets (liabilities), net of allowance $ ( 1,170,469 ) $ — As of December 31, 2025, the Company had federal and state net operating loss carryforwards of approximately $ 65,375,600 and $ 35,660,700 , respectively. As of December 31, 2025 the company has no foreign net operating loss carryforwards. As of December 31, 2024, the Company had federal and state net operating loss carryforwards of approximately $ 50,966,400 and $ 28,244,800 , respectively. Federal losses of $ 180,000 begin to expire in 2036 and $ 65,195,600 of the federal losses carryforward indefinitely. State losses of $ 22,175,100 begin to expire in 2031 and $ 13,485,600 of the state losses carryforward indefinitely. Utilization of the net operating loss carryforwards may be subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986 as amended, and similar provisions. The Company has determined, based upon available evidence, that it is more likely than not that all of the U.S. net deferred tax assets will not be realized and, accordingly, has provided a full valuation allowance against its U.S. net deferred tax asset. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, net operating loss carryback potential, and tax planning strategies in making these assessments. During the period, the Company acquired its UK subsidiary, which generated intangible assets for U.S. GAAP, for which the Company has no tax basis in. Additionally, the UK company has historically generated taxable income, and has no positive evidence that would warrant a valuation allowance. As such, the Company has recorded a deferred F- 53 tax liability for its UK subsidiary. Also, none of the GAAP basis of Goodwill recorded in relation to the Vidello, Ltd. acquisition is deductible for tax purposes. On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (OBBBA), which includes several changes to U.S. federal income tax law, including temporary and permanent extension, of expiring provisions of the Tax Cuts and Jobs Act of 2017. Significant provisions for corporate taxpayers include permanent 100 % bonus depreciation for qualified property, immediate expensing of domestic R&D expenditures, and changes to the limitation on business interest expense deductions under Section 163(j). None of these provisions have a material impact on the Company’s 2025 income tax provision. The Company has determined that it had no material uncertain tax benefits for the year ended December 31, 2025, and 2024. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in interest expense and penalties in operating expense. No amounts were accrued for the payment of interest and penalties at December 31, 2025, and 2024. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which they operate. In the normal course of business, the Company is subject to examination by federal, state, and foreign jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. As of December 31, 2025, the 2018 and subsequent tax years related to all US jurisdictions remain open. The Company has no open tax audits with any taxing authority as of December 31, 2025. 18. Segment Reporting The Company has three reportable operating segments, Banzai Operating Co, Inc., OpenReel, and Vidello. The Company’s segments deliver SaaS tools that leverage data, analytics, and AI to provide marketing and sales solutions, including video production and editing, for businesses of all sizes. Our Chief Executive Officer , who serves as the Company's chief operating decision maker ("CODM"), primarily uses segment revenue, gross profit, and adjusted EBITDA to allocate resources and assess performance. Segment revenue and gross profit are determined on the same basis as consolidated revenue and consolidated gross profit as shown in the Company’s consolidated statements of operations. Segment adjusted EBITDA is defined as revenue less the following expenses associated with each segment: cost of revenue, people, marketing and advertising, technology, and other segment expenses. Segment adjusted EBITDA excludes certain non-cash items or items that management does not consider reflective of ongoing core operations. Currently, the CODM does not review assets in evaluating the results of the operating segments, and therefore, such information is not presented. The table below presents information about segments for the year ended December 31, 2025: Year ended December 31, 2025 Banzai Operating OpenReel Vidello Total Consolidated Revenue $ 4,426,868 $ 5,473,389 $ 2,261,162 $ 12,161,419 Cost of revenue 1,476,701 310,362 401,520 2,188,583 Gross profit 2,950,167 5,163,027 1,859,642 9,972,836 Expenses People 6,254,527 4,545,813 393,025 11,193,365 Marketing and advertising 2,160,168 155,237 558,059 2,873,464 Technology 926,334 272,926 83,839 1,283,099 Other segment expenses 1 2,223,686 535,823 198,407 2,957,915 Total expenses 11,564,715 5,509,799 1,233,330 18,307,843 Segment Adjusted EBITDA ( 8,614,548 ) ( 346,772 ) 626,312 ( 8,335,007 ) Transaction, PubCo. Expenses and Stock-based compensation 8,819,671 71,320 88,511 8,979,501 Adjusted EBITDA $ ( 17,434,219 ) $ ( 418,092 ) $ 537,801 $ ( 17,314,508 ) 1 Other segment expenses for each reportable segment includes provision for credit losses, foreign currency exchange rate changes, travel and entertainment expenses, professional expenses other than those included in transaction and PubCo expenses, insurance expenses, and expenses related to licenses. F- 54 The table below presents information about segments for the year ended December 31, 2024: Year ended December 31, 2024 Banzai Operating OpenReel Vidello 1 Total Consolidated Revenue $ 4,305,429 $ 222,450 $ — $ 4,527,879 Cost of revenue 1,407,564 14,978 — 1,422,542 Gross profit 2,897,865 207,472 — 3,105,337 Expenses People 6,209,488 17,642 — 6,227,130 Marketing and advertising 1,587,085 5,020 — 1,592,105 Technology 861,775 112,429 — 974,204 Other segment expenses 2 811,519 6,856 — 818,375 Total expenses 9,469,867 141,947 — 9,611,814 Segment Adjusted EBITDA ( 6,572,002 ) 65,525 — ( 6,506,477 ) Transaction, PubCo. Expenses and Stock-based compensation 6,912,309 — — 6,912,309 Adjusted EBITDA $ ( 13,484,311 ) $ 65,525 $ — $ ( 13,418,786 ) 1 The Vidello acquisition occurred on January 31, 2025 (refer to Note 4 – Acquisitions and therefore is presented at $ 0 for comparative purposes. 2 Other segment expenses for each reportable segment includes travel and entertainment expenses, professional expenses other than those included in transaction and PubCo expenses, the SEPA commitment fee expense and deferred fee expense, the GEM warrant expense, and the GEM commitment fee expense. A reconciliation between EBITDA by reportable segment to consolidated net loss before income taxes for the years ended December 31, 2025, and 2024 is as follows: December 31, 2025 December 31, 2024 EBITDA by segment Banzai Operating Co. $ ( 17,434,219 ) $ ( 13,484,311 ) OpenReel ( 418,092 ) 65,525 Vidello 537,801 — Total ( 17,314,510 ) ( 13,418,786 ) Reconciliation to loss before income taxes: Interest income ( 2,955 ) ( 10 ) Interest expense - - Interest expense – related party 1,156,984 3,047,101 Depreciation and amortization expense 1,150,471 24,179 Loss on conversion of liabilities - 11,338,284 Gain on extinguishment of liabilities, net ( 2,085,895 ) 390,801 Gain on release of Vidello revenue holdback ( 973,000 ) - Vidello earnout expense 485,720 - Failed acquisition costs 1,382,002 - Loss on Yorkville SEPA advances 974,079 - GEM settlement fee expense - 200,000 Yorkville prepayment premium expense - 80,760 Loss on debt issuance 5,580,835 653,208 Changes in fair value of financial instruments ( 3,052,229 ) ( 478,288 ) Goodwill impairment - 2,725,460 Other ( 726,572 ) 113,108 Loss before income taxes $ ( 21,203,950 ) $ ( 31,513,389 ) F- 55 Disaggregation of Revenue The following table presents the Company's percentage of revenue generated by SaaS product for the years ended December 31, 2025 and 2024: Year Ended December 31, Revenue % 2025 2024 Reach 2.2 % 3.8 % Demio 34.2 % 91.0 % OpenReel 1 45.0 % 5.2 % Vidello 2 18.6 % — % Total 100.0 % 100.0 % For disaggregation of revenue by geographic area, refer to Note 6 – Revenue . 19. Subsequent Events Exchange Agreements Subsequent to December 31, 2025, on January 27, 2026, February 9, 2026, February 25, 2026, and March 30, 2026, the Company entered into exchange agreements with Agile pursuant to which the Company issued an aggregate of approximately 586,000 shares of its Class A Common Stock in exchange for aggregate reductions of approximately $ 660,000 in the outstanding balance of the March Agile Note. Following these exchanges, the outstanding balance of the March Agile Note was reduced to approximately $ 1.3 million. Vesting of Employee Awards On March 31, 2026, approximately 684,000 RSUs granted to employees vested into shares of Class A Common Stock. In addition, the Company will issue 376,884 shares of Class B Common Stock to the Company’s CEO, of which, approximately 251,256 shares relate to a tranche of the CEO Award vesting upon achieving a market capitalization threshold, and the remaining 125,628 shares relate to the CEO's 2025 bonus payment. See Note 16, Stock-Based Compensation . Yorkville Advanced Notice Settlements and Conversions Between January 1, 2026 and March 31, 2026, the Company issued Advance Notices to Yorkville pursuant to the SEPA in which the Company requested the purchase of approximately 635,000 shares of the Company's Class A Common Stock at an aggregate gross value of approximately $ 700 thousand, and net proceeds of approximately $ 670 thousand were applied against the outstanding Yorkville Convertible Notes. Private Placement Offering (3i, LP) On February 13, 2026, the parties held an additional closing pursuant to the terms of the Purchase Agreement (the “February Closing”). The Company issued an additional note in the original principal amount of $ 2,333,333 , with an initial conversion price equal to $ 1.11 per share and issuance date of February 13, 2026 (the “February 3i Note," together with the August Note, the October Note, and the Initial Note, are collectively referred to herein as the “Notes”), and additional warrants to purchase up to 420,000 shares of Common Stock, at an initial exercise price equal to $ 2.50 per share (the “February Warrants," together with the August Warrant, the October Warrants, August Warrants and the Initial Buyer Warrants, are collectively referred to herein as the “Buyer Warrants”), in the February Closing. The February Note matures on February 13, 2027 . Other than the maturity date of the February Note and February Warrants, respectively, the February Note and February Warrants have the same terms as those issued on the August Closing, the October Closing and the Initial Closing Date. Upon the issuance of the February Note, the Company received proceeds of approximately $ 1.6 million, net of original issue discount and issuance fees and costs. The February Note was issued with an original issue discount of 10.0 % (the “OID”), as were the other Notes issued on the August Closing, the October Closing and the Initial Closing Date and accrue interest at a rate of 10.0 % per annum. The Notes mature 12 months from the date of issuance (the “Maturity Date”), unless extended pursuant to the terms thereof. The Notes are convertible (in whole or in part) at any time prior to the Maturity Date into the number of shares of Common Stock equal to quotient of the Conversion Amount divided by (y) the Conversion Price (the “Conversion Rate”). At no time may the Buyer hold more than 4.99 % (or up to 9.99 % at the election of the Buyers pursuant to the Notes) of the outstanding Common Stock. The conversion price of the October Note is subject to a floor price of $ 0.254 . F- 56 1800 Diagonal Issuance On January 12, 2026 and March 17, 2026, the Company issued the eleventh and twelfth promissory notes (the “January 1800 Diagonal Note and "March 1800 Diagonal Note," respectively) for an aggregate principal amount of approximately $ 296 thousand and $ 180 thousand, respectively, and received net proceeds of approximately $ 250 thousand and $ 157 thousand, respectively, after discount and transaction fees. The notes have maturity dates of October 15, 2026 and December 15, 2026 , respectively and bear interest at 14 % per annum. Common Stock Issuances 3i, LP Conversions Between January 1, 2026 and March 31, 2026, the Buyer exercised its contractual conversion option multiple times under the August 3i Note, the October 3i Note, and the February 3i Note and received an aggregate of approximately 2.9 million shares of Class A Common Stock at conversion prices per share ranging from $ 0.83 to $ 1.10 in satisfaction of approximately $ 2.7 million of the Company's obligations under the respective Notes. 1800 Diagonal Conversions Between January 1, 2026 and March 31, 2026, the Lender exercised its contractual conversion option multiple times under the July 1800 Diagonal Note and September 1800 Diagonal Note and received an aggregate of approximately 476 thousand shares of Class A Common Stock at conversion prices ranging from $ 0.825 to $ 0.930 in satisfaction of approximately $ 392 thousand of the Company's obligations under the respective Notes. At the Market Offering Subsequent to December 31, 2025, the Company issued approximately 2.1 million shares under the ATM Agreement for net proceeds of approximately $ 2.7 million. The aggregate market value of the shares of Class A Common Stock eligible for sale under the ATM Prospectus Supplement is approximately $ 1.5 million as of March 31, 2026, which is based on the limitations of General Instruction I.B.6 of Form S-3. Transaction Announcement On March 23, 2026, the Company announced that it reached an agreement on terms to acquire assets of ConnectAndSell, Inc. (“ConnectandSell”), an AI-powered sales enablement platform serving B2B organizations across financial services, healthcare, technology, and other industries. The acquisition is expected to increase Banzai’s annual revenue by approximately $ 15 million. The two companies have executed a non-binding letter of intent, and the final transaction is expected to close in early second quarter 2026, subject to execution of a definitive agreement and closing conditions. F- 57