Prospectus
Supplement No. 3
(to
Prospectus dated January 2, 2026) |
|
Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-292387 |
BENEFICIENT
71,017,840
Shares of Class A Common Stock
This
prospectus supplement updates and supplements the prospectus of Beneficient, a Nevada corporation (the “Company,” “we,”
“us” or “our”), dated January 2, 2026, which forms a part of our Registration Statement on Form S-1 (Registration
No. 333-292387) (the “Prospectus”). This prospectus supplement is being filed to update and supplement the information in
the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the
“SEC”) on January 21, 2026. Accordingly, we have attached the Form 8-K to this prospectus supplement. The information
included in the Form 8-K that is furnished shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
filing.
This
prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement updates and supplements the information
in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should
rely on the information in this prospectus supplement.
Our
Class A common stock, par value $0.001 per share (the “Class A common stock”), is listed on The Nasdaq Capital Market under
the symbol “BENF,” and the warrants, with each warrant exercisable for one share of Class A common stock and one share of
Series A preferred stock, par value $0.001 per share, at an exercise price of $11.50 (the “Warrants”), are listed on The
Nasdaq Capital Market under the symbol “BENFW”. On January 20, 2026, the last reported sales price of the Class A
common stock was $5.13 per share, and the last reported sales price of our Warrants was $0.0112 per Warrant. We are an “emerging
growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, may
elect to comply with certain reduced public company reporting requirements for this and future filings. Certain holders of our Class
B common stock, par value $0.001 per share (the “Class B common stock”), have entered into a stockholders agreement concerning
the election of directors of the Company, and holders of Class B common stock have the right to elect a majority of the Company’s
directors. As a result, the Company is a “controlled company” within the meaning of the Nasdaq Listing Rules and may elect
not to comply with certain corporate governance standards.
Investing
in our securities involves risk. See the sections entitled “Risk Factors” beginning on page 8 of the Prospectus and under
similar headings in any further amendments or supplements to the Prospectus to read about factors you should consider before buying our
securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if any Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is January 21, 2026.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): January 21, 2026
Beneficient
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
001-41715 |
|
72-1573705 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
325
North St. Paul Street, Suite 4850
Dallas,
Texas 75201
(Address
of Principal Executive Offices, and Zip Code)
(214)
445-4700
Registrant’s
Telephone Number, Including Area Code
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| |
☐ |
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Shares
of Class A common stock, par value $0.001 per share |
|
BENF |
|
Nasdaq
Stock Market LLC |
| Warrants,
each whole warrant exercisable for one share of Class A common stock, par value $0.001 per share, and one share of Series A convertible
preferred stock, par value $0.001 per share |
|
BENFW |
|
Nasdaq
Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
7.01 Regulation FD Disclosure.
On
January 21, 2026, Beneficient (the “Company”) issued a press release announcing that the United States District
Court for the Northern District of Texas (the “District Court”) approved the previously disclosed agreement to settle all
claims pending in the District Court under the previously disclosed lawsuits relating to GWG Holdings, Inc. (“GWG”) against
the Company, its subsidiaries, and each of their current and former directors and officers (collectively, the “Beneficient Parties”).
A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The
information in this Item 7.01 of Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section
and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act,
whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item
8.01 Other Events.
As
previously announced on March 10, 2025, the Company entered into a binding settlement agreement to resolve all GWG-related claims brought
in the District Court and the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court” and
such litigation, the “GWG Litigation”) for a sum within applicable insurance policy limits. The Bankruptcy Court previously
approved the settlement in June 2025, and with the District Court’s approval, the settlement will now be final in accordance with
the terms of the settlement agreement. The settlement resolves all claims against the Beneficient Parties in the GWG Litigation without
any admission, concession or finding of any fault, liability or wrongdoing by the Company or any defendant.
Following
the settlement of the GWG Litigation, other outstanding GWG-related claims against parties other than the Beneficient Parties remain
outstanding, including certain claims against entities related to Beneficient’s founder and former CEO to whom Beneficient may
owe certain indemnification obligations.
Item
9.01 Exhibits and Financial Statements.
(d)
Exhibits.
| Exhibit
No. |
|
Description
of Exhibit |
| 99.1 |
|
Press Release of Beneficient. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
BENEFICIENT
|
| |
|
|
| |
By: |
/s/
Gregory W. Ezell |
| |
Name: |
Gregory
W. Ezell |
| |
Title: |
Chief
Financial Officer |
| |
Dated: |
January
21, 2026 |
