Beneficient SEC Filings

Beneficient files its annual report describing a technology-enabled financial services business focused on providing liquidity and primary capital solutions for holders of alternative assets. The company operates through Ben Liquidity, Ben Custody and Ben Markets, using its proprietary ExAlt Plan structure and AltAccess platform.

Management highlights serious risks, including events of default under the HCLP Loan Agreement, multiple reverse stock splits to maintain Nasdaq listing, extensive litigation involving its former CEO and others, and a recently remediated material weakness in internal control. The report states that recurring losses, negative operating cash flows, capital-raising challenges, related-party debt defaults and an adverse equity arbitration award raise substantial doubt about Beneficient’s ability to continue as a going concern without additional funding or successful settlements.

Beneficient files its annual report describing a technology-enabled financial services business focused on providing liquidity and primary capital solutions for holders of alternative assets. The company operates through Ben Liquidity, Ben Custody and Ben Markets, using its proprietary ExAlt Plan structure and AltAccess platform.

Management highlights serious risks, including events of default under the HCLP Loan Agreement, multiple reverse stock splits to maintain Nasdaq listing, extensive litigation involving its former CEO and others, and a recently remediated material weakness in internal control. The report states that recurring losses, negative operating cash flows, capital-raising challenges, related-party debt defaults and an adverse equity arbitration award raise substantial doubt about Beneficient’s ability to continue as a going concern without additional funding or successful settlements.

Beneficient reported a sharply weaker fiscal 2026 as it absorbed large legacy charges while restructuring its business. For the year ended March 31, 2026, total revenues were a loss of $(39.1) million and operating expenses rose to $127.4 million, including a $62.8 million loss contingency accrual, $5.1 million related interest expense and $3.1 million of intangible asset impairment. Net loss attributable to common shareholders was $(87.4) million, compared with net income of $51.2 million in 2025.

The company generated about $51.5 million of asset-sale proceeds, fully repaid the principal under the HH‑BDH Credit Agreement (excluding $1.1 million of deferred interest and fees), and ended the year with investments at fair value of $195.5 million, cash of $2.5 million and related‑party debt of $96.8 million. Ben Liquidity interest income fell to $33.4 million and posted a $(55.7) million operating loss, while Ben Custody revenues declined to $12.7 million with $8.0 million of operating income. Management highlights resolution of GWG litigation, regained Nasdaq compliance, confirmation of James Silk as CEO, and launch of collateral management services expected to generate recurring fees.

Beneficient reported a sharply weaker fiscal 2026 as it absorbed large legacy charges while restructuring its business. For the year ended March 31, 2026, total revenues were a loss of $(39.1) million and operating expenses rose to $127.4 million, including a $62.8 million loss contingency accrual, $5.1 million related interest expense and $3.1 million of intangible asset impairment. Net loss attributable to common shareholders was $(87.4) million, compared with net income of $51.2 million in 2025.

The company generated about $51.5 million of asset-sale proceeds, fully repaid the principal under the HH‑BDH Credit Agreement (excluding $1.1 million of deferred interest and fees), and ended the year with investments at fair value of $195.5 million, cash of $2.5 million and related‑party debt of $96.8 million. Ben Liquidity interest income fell to $33.4 million and posted a $(55.7) million operating loss, while Ben Custody revenues declined to $12.7 million with $8.0 million of operating income. Management highlights resolution of GWG litigation, regained Nasdaq compliance, confirmation of James Silk as CEO, and launch of collateral management services expected to generate recurring fees.

Beneficient filed a current report describing two corporate developments. The company entered into its first engagement to provide collateral management services to a third party Texas state‑chartered bank in a secured lending transaction, a mandate expected to generate recurring annual fee revenue for as long as the engagement lasts.

The report also notes that on June 24, 2026, the board changed James G. Silk’s title from interim Chief Executive Officer to Chief Executive Officer, making his leadership role permanent. The attached press release highlights this initial collateral management mandate as the first commercial deployment of the company’s new service offering.

Beneficient filed an amendment to a prior current report to provide more detail on board responsibilities for director Mack Hicks. Effective June 22, 2026, the Board appointed Mr. Hicks to its Executive Committee and its Nominating Committee. All other information about his original election to the Board remains as previously reported.

Beneficient major holder Mack Hicks and Hicks Holdings Operating, LLC filed Amendment No. 2 to Schedule 13D, reporting beneficial ownership of 11,712,675 Class A shares, or 81.2% of the class, including shares issuable from Class B stock as of April 13, 2026.

The amendment details a prior Limited Conversion, where Hicks Holdings converted about $48 million of BCH Preferred A-1 Unit Accounts into BCH Class S Ordinary Units at $0.52 per unit, then exchanged them for 92,485,639 Class A shares. These “Conversion Shares” are subject to possible future forfeiture based on the Average Closing Price on January 1, 2028 and are locked up under a voting and lock-up agreement until October 1, 2028.

The filing also describes a Credit Agreement where the issuer repaid about $27.5 million of loan principal early. Remaining $1.66 million of interest and fees will be settled through issuance of 149,904 Class A shares valued at $572,588, plus scheduled cash payments of $1,000,000 and $94,365.

Beneficient director and 10% owner Mack H. Hicks filed an initial statement of indirect holdings in the company’s common stock. Entities associated with him report 149,904 Class A shares through HH-BDH, LLC and 11,560,705 Class A shares through Hicks Holdings Operating LLC. Hicks Holdings also holds 2,066 Class B shares, each convertible into one Class A share. Mr. Hicks is the sole member of these entities and can vote and direct the disposition of their shares, but he disclaims beneficial ownership beyond his pecuniary interest.

Beneficient files a prospectus supplement and updates its registration to cover 71,017,840 shares of Class A Common Stock. The supplement incorporates an April 8, 2026 Form 8-K describing a primary capital transaction that issued 875,214 shares of Series B-10 Resettable Convertible Preferred Stock convertible into Class A shares under resettable terms.

The Series B-10 has an initial conversion price of $3.5479, a floor of $1.2418, a maximum of 7,047,947 Class A shares issuable upon conversion, and ownership/Exchange Cap limits including a 4.99% beneficial ownership cap. The prospectus supplement incorporates the 8-K and related certificate of designation.

Beneficient entered a GP primary capital transaction tied to an $8.75 million interest in Quartus AI Fund LP, issuing 875,214 shares of new Series B-10 Resettable Convertible Preferred Stock in a private offering under Section 4(a)(2) and Regulation D. The Series B-10 is initially convertible into Class A common stock at $3.5479 per share, subject to monthly volume-weighted average price resets, with a floor of $1.2418 and a cap at the initial price, and up to 7,047,947 Class A shares may ultimately be issued.

The company records an unrealized gain of about $1.2 million tied to its pro rata interest in the fund’s existing portfolio and expects ExAlt loan collateral to rise by approximately $9.77 million, which is also projected to add about $9.77 million of tangible book value attributable to public stockholders. The Series B-10 pays dividends on an as-converted basis, is generally non-voting, ranks pari passu with common stock and prior B-series preferred, and is junior to Series A preferred and all debt. Conversions are constrained by a 4.99% beneficial ownership limit and a Nasdaq Exchange Cap, so Beneficient plans to seek shareholder approval via a proxy to permit additional Class A issuances. Mandatory conversion is scheduled around the fifth anniversary, subject to SEC filing compliance or an effective resale registration statement.

Beneficient files a prospectus supplement registering 71,017,840 shares of Class A Common Stock. The supplement incorporates a Form 8-K dated March 27, 2026, which reports approval of a First Amendment to the Beneficient 2023 Long‑Term Incentive Plan that became effective on March 27, 2026.

The Amendment adds 1,000,000 authorized shares and sets an automatic quarterly Adjustment Date to increase Authorized Shares so the Plan equals the lesser of 200,000,000 shares and 1,000,000 plus 15% of outstanding Common Stock. At the Annual Meeting, 13,261,279 shares of Class A and 2,066 shares of Class B were present, representing approximately 91.7% of voting power. The supplement states Class A last sale price was $3.82 per share and warrants $0.0103 on April 6, 2026.