Welcome to our dedicated page for Beneficient SEC filings (Ticker: BENF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Beneficient filings document the regulatory record for a Nevada financial services company that provides alternative-asset exit opportunities, primary capital solutions, and related trust and custody services. Its disclosures cover Class A common stock, warrants, convertible preferred stock, customized trust vehicles, limited partner interests, and securities issued in primary capital transactions.
The company’s SEC filings include 8-K reports on operating results, unregistered equity issuances, debt agreements and repayments, litigation settlement matters, and other material events. Proxy materials document annual meeting proposals, shareholder voting results, incentive-plan amendments, board and governance matters, while periodic and exhibit disclosures provide additional information on financial condition, risk factors, and capital structure.
Beneficient filed results for the quarter ended June 30, 2026, showing a small net loss attributable to common shareholders of $6.8 million (basic and diluted loss per share $0.47), a substantial improvement from a $65.1 million loss a year earlier. Total revenues turned positive to $12.2 million, driven mainly by investment income on alternative assets held in consolidated Customer ExAlt Trusts.
Total assets were $250.9 million, including $212.5 million of investments and $5.6 million of cash, against total liabilities of $344.5 million, redeemable noncontrolling interests of $90.5 million, and a shareholders’ equity deficit of $184.1 million. Related-party debt totaled $96.8 million, excluding $33.2 million of accrued interest. Management discloses substantial doubt about the company’s ability to continue as a going concern due to limited liquidity, sizeable related-party borrowings, and an arbitration award of about $69.7 million including interest.
The company notes prior and ongoing Nasdaq listing pressures that led to an 80-for-1 reverse stock split in 2024 and a further 8-for-1 reverse split in 2025, with all historical share data retroactively adjusted. To improve liquidity, Beneficient relies on a reduced but extended $100 million Amended & Restated Standby Equity Purchase Agreement with Yorkville, under which up to 32,467,532 Class A shares are registered for potential sale, which the company states will dilute existing holders. The filing also highlights events of default alleged under a major related-party loan, a confirmed arbitration award, extensive use of variable interest entities, and a long list of business, legal, control, and market risks.
Beneficient reported fiscal first quarter 2027 results for the period ended June 30, 2026, showing a sharp improvement in performance. GAAP revenues were $12.2 million, compared with a loss of $(12.6) million a year earlier, and GAAP operating loss narrowed to $0.4 million from $(92.6) million. Adjusted operating income was $5.7 million, versus an adjusted loss of $(25.4) million in the prior-year quarter, as cost actions and reduced loss contingencies took effect.
Operating expenses fell 84.3% to $12.5 million, or $10.8 million excluding loss contingency effects. Net loss attributable to common shareholders improved to $(6.8) million, with basic and diluted Class A EPS of $(0.47). Investments at fair value rose to $212.5 million, supporting a net ExAlt loan portfolio of $186.0 million, while cash and cash equivalents were $5.6 million and debt due to related parties was $96.8 million. Ben Liquidity generated $7.4 million of segment operating income and Ben Custody $1.4 million, and the company closed more than $16 million in new primary capital commitments and issued $4 million of promissory notes for working capital.
Beneficient entered into an amended and restated Standby Equity Purchase Agreement with YA II PN, Ltd. that allows sales of up to $100.0 million of Class A common stock and includes a $4.0 million convertible promissory note facility. Under this facility, the company issued two Promissory Notes of $2.0 million principal each, at a 5% original issue discount, yielding approximately $1.8 million gross proceeds per note, funded on July 1 and August 5, 2026.
The notes bear 5.0% annual interest, maturing on June 30, 2027, with the rate increasing up to 18.0% upon certain defaults. They are convertible into Class A common stock at the lower of $5.6064 or 92.0% of the lowest daily VWAP over five trading days, with a variable component floor of $0.89 per share, subject to an Exchange Cap. Assuming 5% interest to maturity, the maximum number of shares issuable upon conversion is 4,719,101, and no holder may convert to exceed 4.99% beneficial ownership.
Beneficient is registering the resale of up to 55,671,296 shares of Class A common stock for selling holders, led by Yorkville-related securities under an Amended and Restated Standby Equity Purchase Agreement (A&R SEPA) and multiple series of resettable convertible preferred stock.
The A&R SEPA provides up to $100.0 million of Class A share purchases by Yorkville, with 32,467,532 shares registered, priced at 96% or 97% of VWAP over specified periods, subject to a 4.99% Beneficial Ownership Limitation and a 19.99% exchange cap. Yorkville also holds $4.0 million of promissory notes, 280,631 commitment-fee shares, and warrants for 165,674 shares at $21.04.
The company will not receive proceeds from selling holders’ resales but may receive cash from SEPA sales, warrant exercises and note issuances, expected to fund working capital, alternative-asset liquidity transactions and potential related-party payments. Risk factors highlight going-concern doubt, credit agreement defaults, significant litigation and regulatory history, extreme stock volatility, substantial potential dilution from SEPA and preferred conversions, and controlled-company governance concentrated in Class B holders.
Beneficient is registering the resale of up to 55,671,296 shares of Class A common stock for the benefit of various selling holders. The shares include stock issuable to Yorkville under a $100.0 million amended standby equity purchase agreement, conversions of multiple Series B preferred stock series, commitment fee shares and Yorkville Warrant Shares.
The company will not receive proceeds from selling holders’ resales, but may receive cash when it sells stock to Yorkville, when Yorkville exercises $21.04 Yorkville Warrants, and from $4.0 million of Promissory Notes, which it plans to use for working capital, liquidity transactions and potential related-party payments. The A&R SEPA is priced at 96–97% of Nasdaq VWAP, is subject to a 4.99% beneficial ownership cap and a 19.99% Nasdaq exchange cap, and is supported by subsidiary guarantees. Beneficient operates a technology-enabled platform providing liquidity, custody and related services for alternative assets through regulated trust and broker-dealer subsidiaries, while highlighting substantial risks including going-concern uncertainty, events of default under credit agreements, multiple legal proceedings and the potential for significant dilution from future share issuances.
Beneficient, a Nevada corporation formed in 2023, reported a Regulation D exempt offering of securities under Rule 506(c). The company has sold securities with an aggregate offering amount of $7,444,545, with no remaining amount to be sold, in a new offering whose first sale occurred on July 8, 2026.
The issuer issued 744,455 shares of Convertible Preferred Stock, convertible into Class A Common Stock at an initial Conversion Price of $3.6514 per share, subject to reset with a floor price of $1.8257 per share. The Convertible Preferred Stock was offered for alternative assets acquired by trusts consolidated with the issuer for financial statement purposes. AltAccess Securities Company, L.P. is identified in the sales compensation section, and finders’ fees are reported as $0.
Beneficient entered into a GP primary capital transaction tied to Quartus AI Fund II LP, acquiring a limited partner interest with a net asset value of $7.44 million. As consideration, the customer received 744,455 shares of Series B-11 Resettable Convertible Preferred Stock, issued as an unregistered offering under Section 4(a)(2) and Regulation D. This Series B-11 Preferred Stock is initially convertible into Class A common stock at a conversion price of $3.6514 per share, subject to monthly resets within a floor of $1.8257 and the initial price, with a maximum of 4,077,642 Class A shares issuable, further limited by a 4.99% Beneficial Ownership Limitation and an Exchange Cap tied to Nasdaq rules.
A certificate of designation created 744,455 authorized Series B-11 shares, ranking pari passu with existing Series B-1 through B-10 and Class A common for dividends and liquidation on an as-converted basis, but junior to Series A preferred and all indebtedness, and generally non-voting. The company expects the transaction to increase collateral for its ExAlt loan portfolio by about $7.44 million of alternative asset interests and to add approximately $7.44 million of tangible book value attributable to its stockholders, contributing to about $17.2 million from GP primary capital transactions fiscal year to date. Pro forma tangible book value attributable to Ben’s public company stockholders is presented as 7,444, and market capitalization of Class A and Class B common stock as of July 10, 2026 is shown as 50,646, each in dollars in thousands.
Beneficient chief executive officer James G. Silk reports beneficial ownership of 1,101,419 Class A shares, representing 7.5% of the class. This includes shares issuable from vested and soon‑vesting restricted equity and stock units.
On October 1 and 14, 2025, Silk used a Limited Conversion to convert approximately $4.58 million of BCH Preferred A-1 Unit capital into BCH Class S Ordinary Units and immediately into 1,101,082 Class A shares at $4.16 per share. These Conversion Shares are subject to a voting and lock‑up agreement through October 1, 2028 and may be partially returned to the company in 2028 if the average closing price then exceeds $4.16. Shares outstanding were 14,778,985 as of July 6, 2026; this is a baseline figure, not the amount reported as beneficially owned.
Beneficient updated its Standby Equity Purchase Agreement with Yorkville, giving it the right, but not the obligation, to sell up to $100.0 million of Class A common stock and to access $4.0 million through convertible promissory notes. The first $2.0 million note closed on June 30, 2026 with a 5% original issue discount, providing about $1.8 million in gross proceeds and maturing on June 30, 2027.
The note bears 5.0% annual interest, rising to up to 18.0% upon certain defaults, and is convertible into Class A shares at the lower of $5.6064 or 92.0% of the lowest five-day VWAP, subject to a $0.89 floor price. Assuming 5% interest to maturity, up to 4,719,101 shares could be issued, while a 4.99% beneficial ownership cap limits Yorkville’s post-conversion stake. A second $2.0 million note is expected after the related registration statement is declared effective.