Beneficient Announces Reverse Stock Split to Regain Compliance with Nasdaq’s Minimum Bid Price

Rhea-AI Summary

Beneficient (Nasdaq: BENF) announced a 1-for-8 reverse stock split of its Class A and Class B common stock, effective so shares will trade on a split-adjusted basis when markets open on December 15, 2025. The reverse split was approved by stockholders on December 1, 2025, and will change the CUSIP to 08178Q507. The action is intended to enable Beneficient to regain compliance with Nasdaq's minimum bid price requirement. Every eight pre-split shares will be combined into one post-split share, authorized shares of Class A and Class B will be proportionally reduced, and outstanding equity awards, warrants and convertible preferred stock will be adjusted with higher exercise or conversion prices.

Registered holders in book-entry form need not act; broker-held positions will be adjusted per each broker's process.

Positive

• Reverse split ratio: 1-for-8 effective Dec 15, 2025
• Estimated Class A outstanding down from 110,758,536 to 13,844,817
• Authorized Class A shares reduced from 5,000,000,000 to 625,000,000

Negative

• Reverse split undertaken to regain Nasdaq minimum bid price (implies prior noncompliance)
• Outstanding equity awards, warrants and convertible preferred stock will have higher exercise or conversion prices

Key Figures

Reverse split ratio 1-for-8 Approved reverse stock split of Class A and Class B common stock

Authorized Class A shares pre-split 5,000,000,000 Authorized Class A common stock before proportional reduction

Authorized Class A shares post-split 625,000,000 Authorized Class A common stock after proportional reduction

Authorized Class B shares pre-split 250,000 Authorized Class B common stock before proportional reduction

Authorized Class B shares post-split 31,250 Authorized Class B common stock after proportional reduction

Class A shares outstanding pre-split 110,758,536 Expected pre-split Class A shares outstanding

Class A shares outstanding post-split 13,844,817 Expected post-split Class A shares outstanding

Class B shares outstanding post-split 29,907 Expected post-split Class B shares outstanding

Market Reality Check

$1.02 Last Close

Volume Volume 1,940,965 vs 20-day average 826,787 (relative volume 2.35x) indicates elevated trading ahead of the reverse split. high

Technical Price $1.02 is trading above the 200-day MA of $0.42, despite a -7.27% move over the last 24 hours.

Peers on Argus

BENF fell 7.27% while peers were mixed: PWM -16.43%, RCG -2.26%, CWD 0%, BCG +18.18%, EQS +6.10%, pointing to stock-specific dynamics rather than a uniform sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 14	Earnings update	Positive	-0.5%	Q2 2026 results, cost cuts, capital moves, Nasdaq compliance progress.
Nov 05	Legal/news item	Negative	-16.2%	Company statement regarding Brad Heppner indictment and related issues.
Oct 30	Nasdaq compliance	Positive	-10.3%	Regained compliance on filings and MVLS; still below $1 bid, reverse split plan.
Oct 21	Capital structure move	Positive	-7.9%	Leadership converts preferred units into Class A shares to support equity tests.
Oct 21	Earnings update	Negative	-7.9%	Q1 2026 loss, high expenses, arbitration accrual and balance sheet pressure.

Pattern Detected

Recent history shows BENF often trading lower on both positive compliance/liquidity updates and negative legal or financial developments, with several divergence instances where constructive news coincided with price declines.

Recent Company History

Over the last few months, Beneficient has focused on balance sheet repair, Nasdaq compliance, and capital-structure changes. Earnings updates on June 30, 2025 and September 30, 2025 highlighted losses, high debt and cost reductions. Multiple filings and press releases in October 2025 detailed regaining certain Nasdaq listing standards, addressing minimum equity and market value thresholds, and executing large preferred-to-common conversions that lifted Class A shares outstanding to 110,758,536. Despite these steps, each event saw negative price reactions, framing today’s reverse split as part of an ongoing listing-compliance and capital-structure process.

Market Pulse Summary

This announcement formalizes a 1-for-8 reverse stock split of both Class A and Class B shares, cutting authorized Class A shares from 5,000,000,000 to 625,000,000 and aligning with earlier proxy proposals to meet Nasdaq’s minimum bid price rules. The company expects Class A shares outstanding to fall to about 13.8M. In context of recent filings highlighting losses, an equity deficit and listing pressures, investors may watch how this structural change, combined with prior conversions and compliance steps, affects access to capital and ongoing Nasdaq requirements.

Key Terms

reverse stock split financial

"today announced a 1-for-8 reverse stock split (the “Reverse Stock Split”) of its Class A"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

par value financial

"Class A common stock, par value $0.001 per share (the “Class A Common Stock”)"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

nasdaq capital market regulatory

"will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the symbol"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

cusip financial

"The new CUSIP number for Beneficient’s Common Stock following the Reverse Stock Split"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

equity awards financial

"reduction in the number of shares issuable pursuant to Beneficient’s equity awards, warrants"

Equity awards are payments to employees or directors made in the form of company stock or rights to buy stock later, serving as a way to share ownership rather than cash. For investors, they matter because they align staff incentives with company performance, can increase the number of shares outstanding over time (which can reduce each share’s claim on profits), and create compensation costs that affect reported earnings.

warrants financial

"shares issuable pursuant to Beneficient’s equity awards, warrants and convertible preferred stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

convertible preferred stock financial

"equity awards, warrants and convertible preferred stock outstanding as of the effective time"

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

transfer agent financial

"Beneficient’s transfer agent, Continental Stock Transfer & Trust Co., will maintain"

A transfer agent is a financial service that keeps the official record of who owns a company's shares, handles the buying and selling of those shares on paper or electronically, and issues or cancels stock certificates. Think of it as the company’s records keeper and mailroom combined—investors rely on it to make sure dividends, shareholder mailings, ownership changes, and proxy voting are processed accurately and securely, which protects ownership rights and helps prevent errors or fraud.

AI-generated analysis. Not financial advice.

DALLAS, Dec. 11, 2025 (GLOBE NEWSWIRE) -- Beneficient (Nasdaq: BENF), a technology-enabled platform providing liquidity and related trust and custody services to holders of alternative assets, today announced a 1-for-8 reverse stock split (the “Reverse Stock Split”) of its Class A common stock, par value $0.001 per share (the “Class A Common Stock”), and its Class B common stock, par value $0.001 per share (“Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”). The Reverse Stock Split was previously approved by Beneficient’s stockholders on December 1, 2025.

Beneficient’s Class A Common Stock will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the symbol “BENF” and will begin trading on a split-adjusted basis when the market opens on December 15, 2025. The new CUSIP number for Beneficient’s Common Stock following the Reverse Stock Split will be 08178Q507.

The Reverse Stock Split is intended to enable Beneficient to regain compliance with the minimum bid price requirement for continued listing on Nasdaq.

As a result of the Reverse Stock Split, every eight shares of Beneficient’s issued and outstanding Common Stock as of the effective time will be combined into one share of Common Stock. In addition, the Reverse Stock Split will effect a reduction in the number of shares issuable pursuant to Beneficient’s equity awards, warrants and convertible preferred stock outstanding as of the effective time of the Reverse Stock Split with a corresponding increase in the exercise or conversion price per share. The par value and other terms of Beneficient’s Common Stock are not affected by the Reverse Stock Split. Also as a result of the Reverse Stock Split, the number of Beneficient’s authorized shares of Class A Common Stock and Class B Common Stock will be proportionally reduced from 5,000,000,000 and 250,000, respectively, to 625,000,000 and 31,250, respectively.

No fractional shares will be issued in connection with the Reverse Stock Split. Holders of Common Stock otherwise entitled to a fractional share will receive an additional share of Common Stock in lieu of a fractional share. Beneficient’s transfer agent, Continental Stock Transfer & Trust Co., will maintain the book-entry records for Beneficient’s Common Stock. Registered stockholders holding pre-split shares of Beneficient’s Common Stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split.

Beneficient expects to have its number of shares of issued and outstanding Class A Common Stock and Class B Common Stock to decrease from approximately 110,758,536 and 239,256 pre-split shares outstanding, respectively, to approximately 13,844,817 and 29,907 post-split shares outstanding, respectively, as a result of the Reverse Stock Split.

Additional information regarding the Reverse Stock Split can be found in Beneficient’s definitive proxy statement on Schedule 14A that was filed with the Securities and Exchange Commission (the “SEC”) on November 6, 2025.

About Beneficient

Beneficient (Nasdaq: BENF) – Ben, for short – is on a mission to democratize the global alternative asset investment market by providing traditionally underserved investors − mid-to-high net worth individuals, small-to-midsized institutions and General Partners seeking exit options, anchor commitments and valued-added services for their funds – with solutions that could help them unlock the value in their alternative assets. Its subsidiary, Beneficient Fiduciary Financial, L.L.C., received its charter under the State of Kansas’ Technology-Enabled Fiduciary Financial Institution (TEFFI) Act and is subject to regulatory oversight by the Office of the State Bank Commissioner.

For more information, visit www.trustben.com or follow us on LinkedIn.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements about our plans, expectations and objectives with respect to the results and timing of the Reverse Stock Split, the trading of the Class A Common Stock on a split-adjusted basis and the effect the Reverse Stock Split will have on Beneficient’s ability to regain compliance with the Nasdaq listing standards. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are based on our management’s beliefs, as well as assumptions made by, and information currently available to, them. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected.

Important factors that could cause actual results to differ materially from those expressed in the forward-looking statements include, among others, the risks, uncertainties, and factors set forth under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and its subsequently filed Quarterly Reports on Form 10-Q, and the risks and uncertainties contained in the Company’s Current Reports on Form 8-K. Forward-looking statements speak only as of the date they are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events, or circumstances or other changes affecting such statements except to the extent required by applicable law. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Contacts
Matt Kreps: 214-597-8200, mkreps@darrowir.com
Michael Wetherington: 214-284-1199, mwetherington@darrowir.com
Investor Relations: investors@beneficient.com

FAQ

What reverse split did Beneficient (BENF) announce and when is it effective?

Beneficient announced a 1-for-8 reverse stock split; shares will trade on a split-adjusted basis beginning December 15, 2025.

Why is Beneficient (BENF) implementing the 1-for-8 reverse split?

The company said the reverse split is intended to regain compliance with Nasdaq's minimum bid price requirement.

How will the reverse split affect Beneficient's (BENF) outstanding share counts?

Beneficient expects Class A shares outstanding to decrease from ~110,758,536 to ~13,844,817 and Class B from 239,256 to ~29,907.

Will Beneficient (BENF) issue fractional shares after the reverse split?

No fractional shares will be issued; holders otherwise entitled to a fractional share will receive an additional whole share instead.

Do Beneficient (BENF) stockholders need to take action to receive post-split shares?

Registered holders in book-entry form need not take action; broker-held positions will be automatically adjusted per each broker's processes.

How will Beneficient's (BENF) equity awards and warrants be affected by the reverse split?

The number of shares issuable under equity awards, warrants and convertible preferred will be reduced proportionally and exercise/conversion prices will increase accordingly.