STOCK TITAN

Beneficient insiders buy new shares at $1.06

Beneficient disclosed a small insider-led private purchase of Class A common stock at $1.06 per share under Section 4(a)(2) and Regulation D.

(Moderate)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Beneficient (BENF) reported an insider-led private purchase of its Class A common stock. On September 15, 2026, the company entered into subscription agreements under which Peter T. Cangany, Jr. bought 18,868 shares, Derek L. Fletcher bought 4,717 shares, and CEO James G. Silk bought 9,434 shares of Class A common stock at $1.06 per share.

The shares were issued in an unregistered transaction relying on Section 4(a)(2) of the Securities Act and Regulation D. Each purchaser represented that he is an accredited investor and acquired the shares for investment purposes, not for distribution.

Positive

  • None.

Negative

  • None.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Purchase price per share $1.06 per share Price for Class A common stock sold under subscription agreements dated September 15, 2026
Shares purchased by Peter T. Cangany, Jr. 18,868 shares Class A common stock purchased in the September 15, 2026 private offering
Shares purchased by Derek L. Fletcher 4,717 shares Class A common stock purchased in the September 15, 2026 private offering
Shares purchased by CEO James G. Silk 9,434 shares Class A common stock purchased in the September 15, 2026 private offering
Par value of Class A common stock $0.001 per share Par value of Beneficient’s Class A common stock listed on Nasdaq under symbol BENF
Section 4(a)(2) regulatory
"exempt from registration pursuant to Section 4(a)(2) of the Securities Act"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Regulation D regulatory
"and Regulation D promulgated thereunder"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
accredited investor regulatory
"represented to the Company that each is an “accredited investor”"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Class A common stock financial
"shares of the Company’s Class A common stock, par value $0.001 per share"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity transaction did BENF disclose in this 8-K?

Beneficient disclosed that on September 15, 2026 it entered into subscription agreements with three insiders for the purchase of new shares of Class A common stock at $1.06 per share in a private, unregistered offering.

How many BENF shares did each insider purchase?

Peter T. Cangany, Jr. purchased 18,868 shares, Derek L. Fletcher purchased 4,717 shares, and CEO James G. Silk purchased 9,434 shares of Beneficient’s Class A common stock.

At what price were the new BENF shares sold?

All of the newly issued Beneficient Class A common shares were sold at a price of $1.06 per share under the subscription agreements dated September 15, 2026.

Which securities law exemptions did BENF use for this share issuance?

Beneficient states that the issuance of Class A common stock was exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Regulation D thereunder.

Who are the insiders involved in the BENF share purchase?

The purchasers are Peter T. Cangany, Jr., a director; Derek L. Fletcher, Chief Fiduciary Officer and director; and James G. Silk, the company’s Chief Executive Officer.

Did the BENF purchasers represent that they are accredited investors?

Yes. Beneficient reports that each of Cangany, Fletcher, and Silk represented to the company that he is an accredited investor and acquired the shares for investment purposes, not for distribution.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 15, 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   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 Sales of Equity Securities.

 

On September 15, 2026, Beneficient (the “Company”) entered into subscription agreements with each of Peter T. Cangany, Jr., Derek L. Fletcher and James G. Silk, pursuant to which each of Messrs. Cangany, Fletcher and Silk purchased 18,868, 4,717 and 9,434 shares of the Company’s Class A common stock, par value $0.001 per share (the “Class A common stock”), respectively, at a price per share of $1.06 (such subscription agreements, collectively, the “Subscription Agreements”). Mr. Silk serves as the Company’s Chief Executive Officer, Mr. Fletcher serves as the Company’s Chief Fiduciary Officer and Messrs. Cangany and Fletcher are members of the Board of Directors of the Company.

 

The shares of Class A common stock issued pursuant to the Subscription Agreements are exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder. Each of Messrs. Cangany, Fletcher and Silk represented to the Company that each is an “accredited investor” as defined in Rule 501 of the Securities Act and that the shares of Class A common stock issued pursuant to the Subscription Agreements were acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof.

 

 

 

 

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: September 16, 2026

 

 

 

 

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