Beneficient-A SEC Filings

Beneficient reported a leadership change, with its Board of Directors appointing Peter T. Cangany, Jr. as Chairman of the Board, effective December 15, 2025. This change was announced in a press release dated December 17, 2025.

The company is providing this information under a Regulation FD disclosure, meaning the details are being furnished rather than filed for liability purposes. The press release is included as Exhibit 99.1 to the report, alongside an exhibit containing the cover page interactive data file.

Beneficient is carrying out a 1-for-8 reverse stock split of its Class A and Class B common stock, effective at 12:01 a.m. Eastern Time on December 15, 2025. At that time, every eight issued and outstanding shares of common stock will automatically convert into one share, with no change to par value.

The company is also proportionally reducing authorized shares of Class A common stock from 5,000,000,000 to 625,000,000 and Class B common stock from 250,000 to 31,250. Outstanding equity awards, warrants and convertible preferred stock will be adjusted so the number of shares issuable is reduced and the exercise or conversion price per share increases.

The Class A common stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market on December 15, 2025, continuing under the symbol BENF. No fractional shares will be issued; stockholders entitled to a fractional share will instead receive one additional whole share of common stock.

Beneficient filed an 8-K announcing it has furnished a press release with its financial results for the second quarter ended September 30, 2025. The press release is included as Exhibit 99.1 and incorporated by reference.

The company states the information furnished under Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act. The filing also includes the Cover Page Interactive Data File as Exhibit 104.

Beneficient (BENF) filed its quarterly report for the period ended September 30, 2025, showing continued losses and balance sheet pressure. Total assets were $316,233 thousand versus $354,875 thousand at March 31, 2025, while total liabilities rose to $368,534 thousand, leaving a total equity deficit of $142,827 thousand.

For the quarter, the company reported negative total revenues of $2,763 thousand, driven by investment income (loss), net of $(3,162) thousand, and an operating loss of $17,864 thousand. Net loss attributable to common shareholders was $(3,629) thousand for the quarter and $(68,705) thousand for the six months.

The filing highlights substantial risks, including Nasdaq listing compliance issues, events of default under the HCLP Loan Agreement, extensive related‑party indebtedness, ongoing litigation and regulatory matters, and a going concern warning tied to recurring losses, negative operating cash flows and an adverse arbitration award. As of November 10, 2025, there were 110,758,536 Class A and 239,256 Class B common shares outstanding on a post‑reverse‑split basis.

Beneficient (BENF) called a special stockholder meeting to approve a reverse stock split and an adjournment option. The Board seeks authority to implement a reverse split of the outstanding Class A and Class B common stock at any whole-number ratio between 1-for-5 and 1-for-100, together with a proportionate reduction in authorized shares as required by Nevada law. The Board may abandon the action at its discretion.

The proposal aims to help meet Nasdaq’s $1.00 minimum bid requirement and support future capital and liquidity transactions. If not approved, the company highlights exposure to potential Nasdaq delisting. As of the October 27, 2025 record date, shares outstanding were 110,758,536 Class A and 239,257 Class B. Each Class A share has one vote; each Class B has ten votes. A second proposal would allow adjournment to solicit additional proxies if needed.

Beneficient reported that it regained compliance with Nasdaq’s Periodic Filing Requirement and Market Value of Listed Securities (MVLS) standard following a Nasdaq Hearings Panel notice. The company remains out of compliance with the Bid Price Requirement and plans to seek stockholder approval to effect a reverse stock split of its Class A and Class B common stock to address this within the Panel’s extension period. The company cautioned there is no assurance it will timely regain bid-price compliance. A related press release was furnished as an exhibit.

Beneficient (BENF) is calling a special meeting to seek stockholder approval for a reverse stock split of its Class A and Class B common stock at a ratio between 1-for-5 and 1-for-100, together with a proportionate authorized share reduction pursuant to NRS 78.207, subject to the Board’s authority to abandon. A separate proposal would permit adjournment to solicit additional votes.

The Board cites maintaining Nasdaq listing, including the $1.00 minimum bid price, as a key reason. If not approved, the company notes exposure to potential Nasdaq delisting. The Board unanimously recommends voting “FOR” both proposals.

The record date is October 27, 2025, with 110,758,536 Class A shares and 239,257 Class B shares outstanding. Class A carries one vote per share; Class B carries ten. The meeting will be held virtually, and brokers may have discretionary voting authority on these “routine” items.

Beneficient (BENF) announced a limited conversion of legacy preferred units into common equity. On October 15, 2025, certain holders of Preferred Series A Subclass 1 Unit Accounts of its subsidiary converted $52.6 million into Class S Ordinary Units, which were immediately exchanged for 101,294,288 shares of Class A common stock. Following the conversion, Class A shares outstanding were 110,758,536. The issuance was made in reliance on Section 4(a)(2) of the Securities Act.

Participants agreed to a voting and lock-up agreement: they will vote their Conversion Shares in favor of the Board’s recommendations (excluding director elections) and the shares are locked up until October 1, 2028. They also agreed to forgo any appreciation in value during the lock-up by forfeiting a number of shares equal in value to such appreciation at expiration. The transaction was approved by the Board and its Products and Related Party Transactions Committee composed of independent directors.