[8-K] Beneficient Reports Material Event

Rhea-AI Filing Summary

Beneficient (BENF) announced a limited conversion of legacy preferred units into common equity. On October 15, 2025, certain holders of Preferred Series A Subclass 1 Unit Accounts of its subsidiary converted $52.6 million into Class S Ordinary Units, which were immediately exchanged for 101,294,288 shares of Class A common stock. Following the conversion, Class A shares outstanding were 110,758,536. The issuance was made in reliance on Section 4(a)(2) of the Securities Act.

Participants agreed to a voting and lock-up agreement: they will vote their Conversion Shares in favor of the Board’s recommendations (excluding director elections) and the shares are locked up until October 1, 2028. They also agreed to forgo any appreciation in value during the lock-up by forfeiting a number of shares equal in value to such appreciation at expiration. The transaction was approved by the Board and its Products and Related Party Transactions Committee composed of independent directors.

Insights

Capital Markets Analyst

Large unregistered conversion adds shares with long lock-up and voting pact.

Beneficient disclosed a conversion of Preferred A-1 unit accounts into equity, issuing 101,294,288 Class A shares, with 110,758,536 Class A shares outstanding post-transaction. The issuance relied on Section 4(a)(2), indicating a private placement exemption rather than a public offering.

The lock-up through October 1, 2028 and commitment to vote with Board recommendations (excluding director elections) shape near-term float and governance dynamics. A notable feature is the agreement to forgo share price appreciation during the lock-up by forfeiting an equivalent value in shares at expiration.

Actual secondary market impact depends on holder decisions after the lock-up ends and any future corporate actions. The company stated Board and independent committee approval, and no public cash proceeds are described in the excerpt. Subsequent filings may provide further details.

false 0001775734 0001775734 2025-10-15 2025-10-15 0001775734 BENF:SharesOfClassCommonStockParValue0.001PerShareMember 2025-10-15 2025-10-15 0001775734 BENF:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockParValue0.001PerShareAndOneShareOfSeriesConvertiblePreferredStockParValue0.001PerShareMember 2025-10-15 2025-10-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): October 15, 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		The 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		The 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 3.02 Unregistered Sale of Equity Securities.

On October 15, 2025, certain holders of Preferred Series A Subclass 1 Unit Accounts (“Preferred A-1 Unit Accounts”) of Beneficient Company Holdings, L.P. (“BCH”), a subsidiary of Beneficient (the “Company”), that were issued prior to the Company’s initial listing on The Nasdaq Stock Market, LLC, elected to convert $52.6 million of such Preferred A-1 Unit Accounts for Class S Ordinary Units of BCH, which were subsequently contemporaneously exchanged for shares of Class A common stock, par value $0.001 per share, of the Company (the “Class A Common Stock”) (such transaction, the “Limited Conversion”). The Limited Conversion resulted in the issuance of 101,294,288 shares of Class A Common Stock (such shares, the “Conversion Shares”), and immediately following the Limited Conversion, there were 110,758,536 shares of Class A Common Stock outstanding.

The issuance of the Conversion Shares was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and was issued in reliance upon the exemption provided in Section 4(a)(2) thereof.

The Limited Conversion was approved by each of the Products and Related Party Transactions Committee of the Board of Directors (the “Board”), which consists of independent directors, and the Board. In connection with the Limited Conversion, the participants in the Limited Conversion entered into a voting and lock-up agreement which provides that, among other things, (i) the participants will vote their respective Conversion Shares in favor of the recommendation of the Company’s Board (except for the election of members of the Board) and (ii) the Conversion Shares will be subject to lockup until October 1, 2028 (the “Lock-Up Period”). The participants also agreed to forego any potential appreciation in the value of the Conversion Shares between the date of the Limited Conversion and the expiration of the Lock-Up Period by agreeing to forfeit the number of Conversion Shares equal in value to any such appreciation at the expiration of the Lock-Up Period. As a result of the Limited Conversion, the participants will forgo certain allocations, distributions, preferred returns, conversion and other rights and preferences associated with the Preferred A-1 Unit Accounts.

Item 7.01 Regulation FD Disclosure.

On October 21, 2025, the Company issued a press release announcing the Limited Conversion.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as expressly set forth in such filing.

Item 9.01 Exhibits and Financial Statements.

(d) Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press Release issued by Beneficient on October 21, 2025.
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:	October 21, 2025

FAQ

What did Beneficient (BENF) announce in this 8-K?

Beneficient reported a limited conversion where certain Preferred A-1 unit accounts were converted and exchanged into 101,294,288 shares of Class A common stock.

How many Class A shares are outstanding after the conversion at BENF?

Following the conversion, 110,758,536 shares of Class A common stock were outstanding.

Was the issuance of Beneficient’s Conversion Shares registered?

No. The issuance was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act.

What lock-up terms apply to the new BENF shares?

The Conversion Shares are subject to a lock-up until October 1, 2028, and participants agreed to forgo any appreciation during the lock-up by forfeiting shares of equivalent value at expiration.

What voting commitments did participants make regarding BENF shares?

Participants agreed to vote their Conversion Shares in favor of the Board’s recommendations, except for the election of members of the Board.

Who approved the conversion at Beneficient?

The transaction was approved by the Board and the Board’s Products and Related Party Transactions Committee, which consists of independent directors.

What securities of Beneficient are listed and their symbols?

Class A common stock trades as BENF and warrants as BENFW on The Nasdaq Stock Market LLC.