Beneficient-A SEC Filings

Beneficient announced that the United States District Court for the Northern District of Texas has approved a previously disclosed settlement resolving all GWG Holdings, Inc.-related claims against the company, its subsidiaries, and their current and former directors and officers. This follows earlier approval by the United States Bankruptcy Court for the Southern District of Texas, making the settlement final under its terms.

The settlement covers GWG-related litigation within applicable insurance policy limits and is being resolved without any admission, concession or finding of fault, liability or wrongdoing by Beneficient or any defendant. Certain GWG-related claims against parties other than the Beneficient-related parties remain outstanding, including claims against entities related to Beneficient’s founder and former CEO, to whom Beneficient may owe indemnification obligations.

Beneficient filed a prospectus supplement covering 71,017,840 shares of its Class A common stock, updating its existing Form S-1 prospectus with new information from a recent current report. The supplement incorporates a Form 8-K describing that the company has completed repayment of approximately $27.5 million of loans owed to a Texas state bank, satisfying all outstanding principal under that facility.

Those loans were made under the Hicks Holdings Credit Agreement, which initially provided a $25.0 million term loan and was later amended to add a subsequent term loan of up to approximately $1.7 million, both fully drawn. After repaying principal on January 12, 2026, Beneficient still owes $1.66 million to Hicks Holdings for interest and fees, which it expects to pay over time on mutually agreed terms; once these amounts are paid, all obligations under the Hicks Holdings Credit Agreement will be fully satisfied.

Beneficient completed repayment of approximately $27.5 million of loans to a Texas state bank, satisfying all outstanding principal owed to that lender. The company also repaid the remaining principal under its Hicks Holdings Credit Agreement term loans, which originally totaled $25.0 million plus a subsequent term loan of up to approximately $1.7 million, ahead of the October 19, 2026 maturity date. Following these repayments, Beneficient still owes $1.66 million to Hicks Holdings for interest and fees, which it expects to pay over time on terms mutually agreed with the lender. Once these Outstanding Amounts are paid, all obligations under the Hicks Holdings Credit Agreement will be fully satisfied.

Beneficient has a prospectus covering 71,017,840 shares of Class A common stock, and this supplement adds details from a new capital transaction reported on Form 8-K. The company, through a subsidiary, acquired a limited partner interest in an investment fund with a net asset value of $3,022,728 and, in exchange, issued 302,273 shares of unregistered Series B-9 Resettable Convertible Preferred Stock.

The Series B-9 preferred shares are initially convertible into Class A common stock at a conversion price of $7.1332 per share, with a reset feature subject to a floor of $5.3499 per share, and allow for a maximum of 565,007 Class A shares on conversion. The conversion price is reset monthly within defined bands, and all Series B-9 shares will automatically convert to Class A stock around the fifth anniversary once specified reporting or resale-registration conditions are met, subject to a 4.99% beneficial ownership cap and a Nasdaq-related Exchange Cap.

Beneficient reported an unregistered equity transaction tied to a new series of preferred stock. On January 5, 2026, the company, through a subsidiary, closed a primary capital transaction in which its customized trust vehicles acquired a limited partner interest in an investment fund with a net asset value of $3,022,728. In exchange, the customer received 302,273 shares of Series B-9 Resettable Convertible Preferred Stock.

The Series B-9 Preferred Stock is initially convertible into Class A common stock at a conversion price of $7.1332 per share, subject to monthly resets with a floor of $5.3499, and up to 565,007 Class A shares may be issued upon conversion. The preferred stock carries no regular voting rights, receives dividends on an as-converted basis, ranks pari passu with common stock in liquidation alongside other designated preferred, and is subject to a 4.99% beneficial ownership cap and an exchange cap tied to Nasdaq rules.

Beneficient has filed an S-1 registration statement covering the resale of up to 71,017,840 shares of Class A common stock by existing investors and other selling holders. The largest component is 64,371,217 SEPA Shares that may be issued to Yorkville under a $250 million Standby Equity Purchase Agreement, alongside warrant shares, conversion shares from multiple Series B preferred stocks, and previously issued vendor and settlement shares. The company will not receive proceeds from resale of these shares, although it may receive cash if it elects to issue stock to Yorkville or if Yorkville exercises warrants for cash.

The filing details prior reverse stock splits in 2024 and 2025, a large increase and subsequent reduction in authorized shares, and SEPA pricing formulas based on Nasdaq VWAP. At a reference price of $6.85, SEPA issuances could reach roughly 73% of current outstanding Class A shares, highlighting significant potential overhang. Extensive risk factors are emphasized, including Nasdaq listing deficiencies, events of default under a loan agreement, ongoing and potential litigation (including with the founder and former CEO), prior SEC investigation, going concern doubts, and the company’s status as a controlled company with Class B holders electing a majority of directors.

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.