Every 8-K that Beneficient (BENF) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BENF and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BENF filings page.
Beneficient (BENF) announced it is implementing a strategy to seek a consensual resolution with former Chief Executive Officer Brad Heppner and affiliated entities. The proposed terms, if completed, would eliminate the contested HCLP debt, including approximately $130 million of principal and accrued interest; exchange Heppner-related equity interests—including subsidiary preferred equity with an approximately $850 million aggregate liquidation preference—for 162,132 shares of Beneficient Class A common stock; and terminate or void remaining agreements while extinguishing, without payment, approximately $88 million of purported amounts owed.
Beneficient is seeking a resolution before Heppner’s sentencing, currently scheduled for October 21, 2026. The company says a completed resolution would end Heppner’s ownership of its Class B common stock and associated super-voting, board-appointment and consent rights. Beneficient has not entered a definitive agreement and says there is no assurance a consensual resolution will be reached or that it would achieve its objectives through litigation.
Beneficient (BENF) reported that it plans to launch AltLens, an alternative asset portfolio analytics and risk platform for family offices and small institutional investors, in the fourth quarter of calendar year 2026. AltLens is designed to organize and analyze alternative asset portfolios, measuring exposures, allocations versus targets and limits, portfolio risk, concentration, and stress-test results using historical private-market data.
The platform maps positions by asset class, strategy, geography, and sector, and from quarterly historical private-market returns is designed to calculate volatility, beta, value-at-risk, correlation, and concentration metrics. AltLens will also offer historical and hypothetical stress-testing scenarios and deliver results through dashboards and exportable reports, complementing customers’ existing accounting and administration systems.
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.
Beneficient reported fiscal first quarter 2027 results for the period ended June 30, 2026, showing a sharp improvement in performance. GAAP revenues were $12.2 million, compared with a loss of $(12.6) million a year earlier, and GAAP operating loss narrowed to $0.4 million from $(92.6) million. Adjusted operating income was $5.7 million, versus an adjusted loss of $(25.4) million in the prior-year quarter, as cost actions and reduced loss contingencies took effect.
Operating expenses fell 84.3% to $12.5 million, or $10.8 million excluding loss contingency effects. Net loss attributable to common shareholders improved to $(6.8) million, with basic and diluted Class A EPS of $(0.47). Investments at fair value rose to $212.5 million, supporting a net ExAlt loan portfolio of $186.0 million, while cash and cash equivalents were $5.6 million and debt due to related parties was $96.8 million. Ben Liquidity generated $7.4 million of segment operating income and Ben Custody $1.4 million, and the company closed more than $16 million in new primary capital commitments and issued $4 million of promissory notes for working capital.
Beneficient entered into an amended and restated Standby Equity Purchase Agreement with YA II PN, Ltd. that allows sales of up to $100.0 million of Class A common stock and includes a $4.0 million convertible promissory note facility. Under this facility, the company issued two Promissory Notes of $2.0 million principal each, at a 5% original issue discount, yielding approximately $1.8 million gross proceeds per note, funded on July 1 and August 5, 2026.
The notes bear 5.0% annual interest, maturing on June 30, 2027, with the rate increasing up to 18.0% upon certain defaults. They are convertible into Class A common stock at the lower of $5.6064 or 92.0% of the lowest daily VWAP over five trading days, with a variable component floor of $0.89 per share, subject to an Exchange Cap. Assuming 5% interest to maturity, the maximum number of shares issuable upon conversion is 4,719,101, and no holder may convert to exceed 4.99% beneficial ownership.
Beneficient entered into a GP primary capital transaction tied to Quartus AI Fund II LP, acquiring a limited partner interest with a net asset value of $7.44 million. As consideration, the customer received 744,455 shares of Series B-11 Resettable Convertible Preferred Stock, issued as an unregistered offering under Section 4(a)(2) and Regulation D. This Series B-11 Preferred Stock is initially convertible into Class A common stock at a conversion price of $3.6514 per share, subject to monthly resets within a floor of $1.8257 and the initial price, with a maximum of 4,077,642 Class A shares issuable, further limited by a 4.99% Beneficial Ownership Limitation and an Exchange Cap tied to Nasdaq rules.
A certificate of designation created 744,455 authorized Series B-11 shares, ranking pari passu with existing Series B-1 through B-10 and Class A common for dividends and liquidation on an as-converted basis, but junior to Series A preferred and all indebtedness, and generally non-voting. The company expects the transaction to increase collateral for its ExAlt loan portfolio by about $7.44 million of alternative asset interests and to add approximately $7.44 million of tangible book value attributable to its stockholders, contributing to about $17.2 million from GP primary capital transactions fiscal year to date. Pro forma tangible book value attributable to Ben’s public company stockholders is presented as 7,444, and market capitalization of Class A and Class B common stock as of July 10, 2026 is shown as 50,646, each in dollars in thousands.
Beneficient updated its Standby Equity Purchase Agreement with Yorkville, giving it the right, but not the obligation, to sell up to $100.0 million of Class A common stock and to access $4.0 million through convertible promissory notes. The first $2.0 million note closed on June 30, 2026 with a 5% original issue discount, providing about $1.8 million in gross proceeds and maturing on June 30, 2027.
The note bears 5.0% annual interest, rising to up to 18.0% upon certain defaults, and is convertible into Class A shares at the lower of $5.6064 or 92.0% of the lowest five-day VWAP, subject to a $0.89 floor price. Assuming 5% interest to maturity, up to 4,719,101 shares could be issued, while a 4.99% beneficial ownership cap limits Yorkville’s post-conversion stake. A second $2.0 million note is expected after the related registration statement is declared effective.
Beneficient reported a sharply weaker fiscal 2026 as it absorbed large legacy charges while restructuring its business. For the year ended March 31, 2026, total revenues were a loss of $(39.1) million and operating expenses rose to $127.4 million, including a $62.8 million loss contingency accrual, $5.1 million related interest expense and $3.1 million of intangible asset impairment. Net loss attributable to common shareholders was $(87.4) million, compared with net income of $51.2 million in 2025.
The company generated about $51.5 million of asset-sale proceeds, fully repaid the principal under the HH‑BDH Credit Agreement (excluding $1.1 million of deferred interest and fees), and ended the year with investments at fair value of $195.5 million, cash of $2.5 million and related‑party debt of $96.8 million. Ben Liquidity interest income fell to $33.4 million and posted a $(55.7) million operating loss, while Ben Custody revenues declined to $12.7 million with $8.0 million of operating income. Management highlights resolution of GWG litigation, regained Nasdaq compliance, confirmation of James Silk as CEO, and launch of collateral management services expected to generate recurring fees.
Beneficient filed a current report describing two corporate developments. The company entered into its first engagement to provide collateral management services to a third party Texas state‑chartered bank in a secured lending transaction, a mandate expected to generate recurring annual fee revenue for as long as the engagement lasts.
The report also notes that on June 24, 2026, the board changed James G. Silk’s title from interim Chief Executive Officer to Chief Executive Officer, making his leadership role permanent. The attached press release highlights this initial collateral management mandate as the first commercial deployment of the company’s new service offering.
Beneficient filed an amendment to a prior current report to provide more detail on board responsibilities for director Mack Hicks. Effective June 22, 2026, the Board appointed Mr. Hicks to its Executive Committee and its Nominating Committee. All other information about his original election to the Board remains as previously reported.
Beneficient entered a GP primary capital transaction tied to an $8.75 million interest in Quartus AI Fund LP, issuing 875,214 shares of new Series B-10 Resettable Convertible Preferred Stock in a private offering under Section 4(a)(2) and Regulation D. The Series B-10 is initially convertible into Class A common stock at $3.5479 per share, subject to monthly volume-weighted average price resets, with a floor of $1.2418 and a cap at the initial price, and up to 7,047,947 Class A shares may ultimately be issued.
The company records an unrealized gain of about $1.2 million tied to its pro rata interest in the fund’s existing portfolio and expects ExAlt loan collateral to rise by approximately $9.77 million, which is also projected to add about $9.77 million of tangible book value attributable to public stockholders. The Series B-10 pays dividends on an as-converted basis, is generally non-voting, ranks pari passu with common stock and prior B-series preferred, and is junior to Series A preferred and all debt. Conversions are constrained by a 4.99% beneficial ownership limit and a Nasdaq Exchange Cap, so Beneficient plans to seek shareholder approval via a proxy to permit additional Class A issuances. Mandatory conversion is scheduled around the fifth anniversary, subject to SEC filing compliance or an effective resale registration statement.
Beneficient reported results of its 2026 annual meeting of stockholders. Stockholders approved an amendment to the Beneficient 2023 Long Term Incentive Plan, increasing the shares of Class A common stock reserved for equity awards; the amendment became effective on March 27, 2026. Three Class A directors – Peter T. Cangany, Patrick J. Donegan, and Karen J. Wendel – were reelected, and Weaver and Tidwell, LLP was ratified as independent registered public accounting firm for the fiscal year ending March 31, 2026. Shares representing approximately 91.7% of total voting power as of the February 13, 2026 record date were present or represented by proxy.
Beneficient amended its credit arrangements with HH-BDH on March 10, 2026 to settle the remaining $1.66 million of interest and fees under a prior credit agreement. The company will issue 149,904 Class A shares valued at $572,588 and pay $1,000,000 in cash after September 30, 2026, plus $94,365 after March 31, 2026. HH-BDH also received piggyback registration rights on these shares. The same day, the board appointed Mack Hicks, managing member of Hicks Holdings and an affiliate of HH-BDH, as a director pursuant to an existing stockholders agreement. As of March 11, 2026, HH-BDH held 11,710,609 Class A shares, reflecting a significant related-party relationship.
Beneficient reported a sharp turnaround in fiscal third quarter 2026, helped by asset-related gains and lower underlying costs. GAAP revenues were $18.7 million, up from $4.4 million a year earlier, and operating income reached $3.9 million versus a prior loss of $9.5 million. Net income attributable to common shareholders was $19.9 million, compared with a loss of $8.6 million, largely driven by a $43.8 million gain on financial instruments and a $2.0 million gain on liability resolution. Excluding goodwill and litigation-related items, operating expenses fell 6.5% to $13.0 million, showing progress on cost control, although adjusted operating loss remained sizable at $32.1 million. The company generated $50.2 million of gross proceeds from asset sales year-to-date, fully repaid the principal on the HH-BDH Credit Agreement, and ended December 31, 2025 with cash of $7.9 million and total debt of $100.3 million. A final court-approved settlement of GWG Holdings litigation and full compliance with Nasdaq listing requirements strengthened its position as it continues to build a diversified loan portfolio backed by alternative assets.
Beneficient announced that the United States District Court for the Northern District of Texas has approved a previously disclosed settlement resolving all GWG Holdings, Inc.-related claims against the company, its subsidiaries, and their current and former directors and officers. This follows earlier approval by the United States Bankruptcy Court for the Southern District of Texas, making the settlement final under its terms.
The settlement covers GWG-related litigation within applicable insurance policy limits and is being resolved without any admission, concession or finding of fault, liability or wrongdoing by Beneficient or any defendant. Certain GWG-related claims against parties other than the Beneficient-related parties remain outstanding, including claims against entities related to Beneficient’s founder and former CEO, to whom Beneficient may owe indemnification obligations.
Beneficient completed repayment of approximately $27.5 million of loans to a Texas state bank, satisfying all outstanding principal owed to that lender. The company also repaid the remaining principal under its Hicks Holdings Credit Agreement term loans, which originally totaled $25.0 million plus a subsequent term loan of up to approximately $1.7 million, ahead of the October 19, 2026 maturity date. Following these repayments, Beneficient still owes $1.66 million to Hicks Holdings for interest and fees, which it expects to pay over time on terms mutually agreed with the lender. Once these Outstanding Amounts are paid, all obligations under the Hicks Holdings Credit Agreement will be fully satisfied.
Beneficient reported an unregistered equity transaction tied to a new series of preferred stock. On January 5, 2026, the company, through a subsidiary, closed a primary capital transaction in which its customized trust vehicles acquired a limited partner interest in an investment fund with a net asset value of $3,022,728. In exchange, the customer received 302,273 shares of Series B-9 Resettable Convertible Preferred Stock.
The Series B-9 Preferred Stock is initially convertible into Class A common stock at a conversion price of $7.1332 per share, subject to monthly resets with a floor of $5.3499, and up to 565,007 Class A shares may be issued upon conversion. The preferred stock carries no regular voting rights, receives dividends on an as-converted basis, ranks pari passu with common stock in liquidation alongside other designated preferred, and is subject to a 4.99% beneficial ownership cap and an exchange cap tied to Nasdaq rules.
Beneficient reported a leadership change, with its Board of Directors appointing Peter T. Cangany, Jr. as Chairman of the Board, effective December 15, 2025. This change was announced in a press release dated December 17, 2025.
The company is providing this information under a Regulation FD disclosure, meaning the details are being furnished rather than filed for liability purposes. The press release is included as Exhibit 99.1 to the report, alongside an exhibit containing the cover page interactive data file.
Beneficient is carrying out a 1-for-8 reverse stock split of its Class A and Class B common stock, effective at 12:01 a.m. Eastern Time on December 15, 2025. At that time, every eight issued and outstanding shares of common stock will automatically convert into one share, with no change to par value.
The company is also proportionally reducing authorized shares of Class A common stock from 5,000,000,000 to 625,000,000 and Class B common stock from 250,000 to 31,250. Outstanding equity awards, warrants and convertible preferred stock will be adjusted so the number of shares issuable is reduced and the exercise or conversion price per share increases.
The Class A common stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market on December 15, 2025, continuing under the symbol BENF. No fractional shares will be issued; stockholders entitled to a fractional share will instead receive one additional whole share of common stock.
Beneficient filed an 8-K announcing it has furnished a press release with its financial results for the second quarter ended September 30, 2025. The press release is included as Exhibit 99.1 and incorporated by reference.
The company states the information furnished under Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act. The filing also includes the Cover Page Interactive Data File as Exhibit 104.
Beneficient reported that it regained compliance with Nasdaq’s Periodic Filing Requirement and Market Value of Listed Securities (MVLS) standard following a Nasdaq Hearings Panel notice. The company remains out of compliance with the Bid Price Requirement and plans to seek stockholder approval to effect a reverse stock split of its Class A and Class B common stock to address this within the Panel’s extension period. The company cautioned there is no assurance it will timely regain bid-price compliance. A related press release was furnished as an exhibit.
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.
Beneficient furnished an update on operations, announcing financial results for the first quarter ended June 30, 2025. The company issued a press release, attached as Exhibit 99.1, under Item 2.02 of Form 8‑K. The information is furnished, not filed, under the Exchange Act and will be incorporated by reference only if expressly referenced in future filings.
Beneficient reported that Nasdaq notified the company it is not meeting the minimum stockholders’ equity requirement because its Form 10-K for the year ended March 31, 2025 showed stockholders’ equity of ($34,925,000). This new deficiency under Nasdaq Listing Rule 5550(b)(1) will be considered by the Nasdaq Hearing Panel alongside existing issues.
The company already faced outstanding notices for failing to meet the periodic filing requirement under Rule 5250(c)(1) and the minimum bid price requirement under Rule 5550(a)(2). A hearing was held on August 26, 2025, and Beneficient filed its annual report within the Panel’s extension period. It is working with its auditor to complete and file the Form 10-Q for the quarter ended June 30, 2025, and may seek stockholder approval for a reverse stock split of its Class A and Class B common stock to help satisfy the bid price rule. The company cautions there is no assurance it will regain compliance with Nasdaq’s listing standards.
Beneficient filed a current report to note that it has released its financial results for the fourth quarter and year ended March 31, 2025. On September 29, 2025, the company issued a press release detailing these results, which is furnished as Exhibit 99.1.
The filing emphasizes that the press release is being furnished rather than filed, meaning it is not automatically subject to certain liability provisions of the Exchange Act and is not incorporated into other securities filings unless specifically referenced.
Beneficient received a determination from a Nasdaq Hearings Panel on September 9, 2025 granting the company more time to regain compliance with key Nasdaq listing rules. The extension covers the requirements to be current in SEC filings, maintain a minimum $1.00 bid price for its Class A common stock, and satisfy listing standards for its warrants.
The company is working with its auditor to complete and file its Annual Report on Form 10-K for the year ended March 31, 2025 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 within the extension period. If its share price does not recover enough to meet Nasdaq’s bid price rule, Beneficient expects to seek stockholder approval for a reverse stock split of both its Class A and Class B common stock. The company notes there is no assurance it will regain compliance within the granted extension, and its shares remain at risk of delisting if it cannot meet Nasdaq requirements.
Beneficient disclosed that Nasdaq has issued an additional notice on August 18, 2025 stating the company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Form 10-Q for the quarter ended June 30, 2025. This reporting deficiency may serve as a separate basis for delisting.
The company already faces potential delisting for failing to meet the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) and for not filing its Form 10-K for the year ended March 31, 2025. Beneficient has requested a hearing before a Nasdaq Hearings Panel, which will consider all outstanding notices. The company cautions there is no assurance it will satisfy the Panel’s conditions to remain listed.
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
Beneficient (NASDAQ:BENF) filed an 8-K announcing the closing of a significant equity transaction on June 17, 2025. The company issued 191,037 shares of Series B-8 Resettable Convertible Preferred Stock in exchange for acquiring a limited partner interest in an investment fund valued at $1.91 million.
The Series B-8 Preferred Stock is convertible into Class A Common Stock at an initial conversion price of $0.3397 per share, subject to monthly resets and a floor price of $0.2548. A maximum of 7,497,528 shares of Class A Common Stock may be issued upon conversion. The preferred shares will automatically convert on specific trigger events, including the fifth anniversary of issuance.