[8-K] Beneficient Reports Material Event

Rhea-AI Filing Summary

Beneficient (Nasdaq:BENF) filed an 8-K reporting the immediate resignation of CEO & Chairman Brad Heppner on 19-Jun-2025.

The departure followed Heppner’s refusal to participate in a formal Audit Committee interview concerning 2019 related-party documentation. Counsel’s email (Ex. 99.1) shows disagreement with possible voluntary disclosure unless Heppner transferred certain Beneficient Holdings Inc. rights and converted preferred units to strengthen stockholders’ equity for Nasdaq listing compliance.

No successor or severance terms were announced. Heppner also vacates five key board committees, removing leadership over Nominating, Community Reinvestment, Executive, Enterprise Risk and Credit functions.

• Material event: abrupt CEO/Chair resignation
• Governance risk: dispute over audit cooperation and disclosure
• Listing risk: unresolved equity conversion may jeopardize Nasdaq requirements

Positive

• None.

Negative

• Unexpected CEO & Chairman resignation following refusal to cooperate with Audit Committee interview, signaling governance dispute.
• Potential Nasdaq listing compliance risk if equity conversion by related party is not completed.
• Leadership vacuum across five board committees, elevating operational and strategic uncertainty.

Insights

Corporate Governance Specialist

Sudden CEO exit under audit pressure raises governance red flags and Nasdaq compliance risk.

The resignation of the founder-CEO during an Audit Committee inquiry is a classic sign of governance stress. The board demanded an interview about 2019 related-party disclosures; Heppner’s refusal and immediate exit imply potential information gaps that auditors considered material. His departure strips the company of its most influential insider, dismantling leadership across five committees and creating succession urgency. The reference to equity conversion highlights that Beneficient may still fall short of Nasdaq’s stockholders’ equity threshold, meaning the dispute could spill into listing-status negotiations. Investors should watch for: 1) interim leadership appointments; 2) an independent investigation or restatement risk; 3) any Nasdaq correspondence. Absent swift transparency, valuation could suffer a governance discount.

Risk Analyst

Leadership void and equity uncertainty widen execution risk; monitor delisting exposure.

Operationally, Beneficient now lacks a CEO while confronting potential capital-structure adjustments to satisfy exchange rules. Equity conversion by BHI was intended to boost GAAP equity; if not executed, the company may breach initial listing requirements and face trading limitations or higher financing costs. The sudden change also heightens key-person risk: relationships, fundraising pipelines and strategic initiatives tied to Heppner could stall. Legal exposure is moderate but rising; refusal to cooperate may trigger regulatory inquiries or auditor reservations, impacting audit opinions and borrowing covenants. Share price volatility is likely until the board clarifies leadership succession, equity remedies and investigative outcomes.

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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): June 19, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 19, 2025, counsel to Brad Heppner, a member and chairman of the board of directors (the “Board”) and Chief Executive Officer of Beneficient (the “Company”), sent an email to the Company pursuant to which Mr. Heppner resigned as a director and Chief Executive Officer of the Company, effective immediately. A copy of such email correspondence is attached as Exhibit 99.1 hereto and is incorporated by reference herein. Such correspondence was sent following a request from the Company’s counsel, acting at the direction of the Audit Committee of the Board, for Mr. Heppner to sit for a formal interview regarding, among other things, his knowledge of certain documents and information concerning Mr. Heppner’s relationship to a related entity provided to the Company’s auditors in 2019, which request Mr. Heppner refused. Although it is unclear to the Company whether a disagreement exists concerning the Company’s policies, practices or procedures, the email correspondence from Mr. Heppner’s counsel appears to reflect that Mr. Heppner disagreed with the merits of the Company potentially disclosing on a voluntary basis that he refused to sit for such interview, in the event that Mr. Heppner did not agree to (i) step away from the Company, including transferring certain rights of Beneficient Holdings, Inc. (“BHI”), an entity controlled by Mr. Heppner, under a stockholders agreement, and (ii) convert a sufficient amount of Preferred Series A Subclass 0 Unit Accounts of Beneficient Company Holdings, L.P. (“BCH”) held by BHI into non-redeemable Preferred Series A Subclass 0 Unit Accounts of BCH, to ensure that the Company would meet the stockholders’ equity requirements for initial listing under the rules of The Nasdaq Stock Market, LLC. Prior to his resignation, Mr. Heppner served on the following committees of the Board: Nominating Committee, Community Reinvestment Committee, Executive Committee, Enterprise Risk Committee, and Credit Committee.

In accordance with the requirements of Item 5.02 of Form 8-K, the Company will provide Mr. Heppner with a copy of the disclosures contained in this Current Report on Form 8-K no later than the day of filing this Form 8-K with the Securities and Exchange Commission.

Item 9.01 Exhibits and Financial Statements.

(d) Exhibits.

Exhibit No.		Description of Exhibit
99.1		Brad Heppner Resignation
104		Cover Page Interactive Data File (formatted as Inline XBRL).

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:	June 25, 2025

FAQ

Why did BENF's CEO Brad Heppner resign on June 19, 2025?

Heppner resigned after refusing an Audit Committee-requested interview regarding 2019 related-party documents, according to Exhibit 99.1.

Which board committees lost leadership after Brad Heppner's departure from Beneficient?

Heppner’s exit leaves vacancies on the Nominating, Community Reinvestment, Executive, Enterprise Risk and Credit Committees.

Does Beneficient face Nasdaq listing issues following the CEO resignation?

The filing notes unresolved preferred-unit conversion needed to meet stockholders’ equity requirements for Nasdaq, posing compliance risk.

Did the 8-K name a successor or outline severance for the departing CEO?

No successor or severance terms were disclosed in the current 8-K.

What was the subject of the Audit Committee interview that Brad Heppner declined?

The interview related to Heppner’s knowledge of 2019 documents about his relationship to a related entity provided to the auditors.

When will Brad Heppner receive the disclosures filed in this 8-K?

Beneficient will provide Heppner a copy of the 8-K disclosures no later than the filing date.