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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 25, 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
June 25, 2026, Beneficient (the “Company”) issued a press release announcing that the Company has been engaged to provide
certain collateral management services to a third party Texas state-chartered bank in connection with a secured lending transaction.
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 of 1933, as amended, except as expressly set
forth in such filing.
Item
8.01 Other Events.
On
June 24, 2026, the Board of Directors of the Company approved a change of James G. Silk’s title from interim Chief Executive Officer
to Chief Executive Officer, effective immediately.
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:
June 25, 2026 |
Exhibit
99.1
Beneficient
Announces First Collateral Management Services Engagement
DALLAS,
June 25, 2026 (GLOBE NEWSWIRE) — Beneficient (NASDAQ: BENF) (together with its subsidiaries, the “Company” or “Beneficient”),
a technology-enabled platform providing exit opportunities and primary capital solutions and related trust and custody services to holders
of alternative assets today announced that it has entered into its first engagement to provide collateral management services for a third
party Texas state-chartered bank in connection with a secured lending transaction.
Under
the engagement, the Company will provide ongoing collateral monitoring and reporting services with respect to a portfolio of professionally
managed alternative assets pledged as collateral for a credit facility. The engagement is expected to generate recurring annual fee revenue
for the Company for the duration of the engagement and represents the first commercial deployment of Beneficient’s collateral management
services offering. The Company believes this engagement demonstrates the applicability of its alternative asset expertise and reporting
capabilities to a broader range of financial institution customers and lending transactions.
“This
engagement represents an important milestone for the Company,” said James G. Silk, Chief Executive Officer. “We believe this
engagement validates our ability to address a growing need among lenders seeking independent reporting and monitoring solutions for complex
alternative asset-backed financing transactions. Importantly, it also establishes a recurring annual revenue relationship with a regulated
financial institution and serves as a meaningful proof point for a service offering that we believe can ultimately become an increasingly
valuable component of our broader platform.”
Silk
continued, “As alternative assets continue to represent an increasing share of institutional and private wealth portfolios, we
believe more asset holders will seek financing solutions backed by those assets. At the same time, lenders require specialized expertise,
reporting and ongoing collateral monitoring to prudently serve this growing market. We believe Beneficient is uniquely positioned to
provide those capabilities by helping lenders gain greater visibility into alternative asset collateral while facilitating additional
financing opportunities for asset holders.”
The
Company’s collateral monitoring and reporting services include the following features:
| |
● |
Portfolio Overview and Diversification |
| |
● |
Concentration Risk Analysis |
| |
● |
Cash Activity Analysis |
| |
● |
Collateral Pricing Analytics |
| |
● |
Risk Premium Decomposition |
The
Company intends to leverage this initial engagement as a reference relationship as it pursues additional collateral management opportunities
with banks, financial institutions and other lenders.
About
Beneficient
Beneficient
(Nasdaq: BENF) – Ben, for short – is on a mission to democratize the global alternative asset investment market by providing
traditionally underserved investors − mid-to-high net worth individuals, small-to-midsized institutions and General Partners
seeking exit options, anchor commitments and preferred liquidity services for their funds− with solutions that could help them
unlock the value in their alternative assets.
Its
subsidiary, Beneficient Fiduciary Financial, L.L.C., received its charter under the State of Kansas’ Technology-Enabled Fiduciary
Financial Institution (TEFFI) Act and is subject to regulatory oversight by the Office of the State Bank Commissioner.
For
more information, visit www.trustben.com or follow us on LinkedIn.
Contacts
Matt
Kreps: 214-597-8200, mkreps@darrowir.com
Michael
Wetherington: 214-284-1199, mwetherington@darrowir.com
Investor
Relations: investors@beneficient.com
Forward
Looking Statements
This
press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding potential business opportunities,
future growth, market demand, potential expansion of the Company’s collateral management services to other customers, the expectation
of revenue from the Company’s collateral management services, and the anticipated benefits of the Company’s collateral management
services. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would” and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are based
on our management’s beliefs, as well as assumptions made by, and information currently available to, them. Because such statements
are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially
from those projected.
Important
factors that could cause actual results to differ materially from those expressed in the forward-looking statements include, among others,
the risk that the engagement does not generate the expected revenue or is terminated; the risk that the Company’s collateral management
services do not perform as expected; the risk that the Company is unable to expand its collateral management services; and the other
risks, uncertainties, and factors set forth under “Risk Factors” in the Company’s most recent Annual Report on Form
10-K and its subsequently filed Quarterly Reports on Form 10-Q, and the risks and uncertainties contained in the Company’s Current
Reports on Form 8-K.
Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and,
except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or otherwise.
