[Form 3] Beneficient Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Form 3 Highlights

Interim CEO James G. Silk filed his initial statement of beneficial ownership for Beneficient (BENF) as of 20 Jul 2025.

• Direct ownership: 2,397 Class A shares. This total includes 282 shares issuable from 225 REUs (2018 plan) and 1,204 shares from 1,204 RSUs (2023 plan). Remaining tranches vest through 1 Apr 2026 and 1 Sep 2027.
• Derivative interests: 1,362 BCH Class S units linked to Preferred A-0 accounts and 5,449 Class S units linked to Preferred A-1 accounts. Both series are convertible 1-for-1 into BENF Class A shares; conversions are subject to price floors of at least $840 and, for A-1 units, a 20% annual cap until 2029 unless price triggers lift the limit.
• All derivative units are currently convertible and have no stated expiration. Exchange requires 61-day notice and trading-window compliance.

No purchases or sales were reported; the filing solely discloses existing holdings. Operational, financial and capital structure impacts are immaterial in the near term, but the disclosure underscores incentive alignment between management and shareholders.

Insights

Securities Analyst

TL;DR: Neutral—no transactions, just disclosure of CEO equity stake.

The filing confirms that Interim CEO James G. Silk owns 2,397 Class A shares plus rights to convert 6,811 BCH units into additional shares. Because it does not signal buying or selling activity, market impact should be negligible. However, the sizable derivative position—worth potential millions at the $840 floor—demonstrates material economic alignment with investors. The 20% annual conversion cap on A-1 units limits sudden dilution risk.

Corporate Governance Specialist

TL;DR: Disclosure improves transparency; incentive alignment appears strong.

Form 3 fulfils Section 16 requirements for a newly appointed insider. Silk’s mix of vested and unvested RSUs/REUs plus sizeable partnership units ties compensation to long-term share value. No red flags emerge: conversion mechanics are standard, notice periods protect against opportunistic trading, and expiration risk is absent. Overall governance impact is neutral-to-slightly positive, but not financially material.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
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1. Name and Address of Reporting Person^*

Silk James G.

(Last) (First) (Middle)

325 N. SAINT PAUL STREET

SUITE 4850

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/20/2025

3. Issuer Name and Ticker or Trading Symbol
Beneficient [ BENF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Interim CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	2,397(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
BCH A-0 Units Accounts	(3)(4)	(3)(4)	BCH Class S Ordinary Units(5)(6)	1,362(7)	(5)(6)	D
BCH A-1 Units Accounts	(8)	(8)	BCH Class S Ordinary Units(5)(6)	5,449(9)	(8)	D

Explanation of Responses:

1. Includes 282 shares of Class A common stock issuable upon the settlement of an award of 225 restricted equity units ("REUs") granted to James G. Silk (the "Reporting Person") pursuant to the Beneficient Company Group, L.P. 2018 Equity Incentive Plan on April 1, 2022. Such award of REUs to the Reporting Person vested 40% on June 8, 2023 and in 20% installments on each of April 1, 2024 and April 1, 2025. The remaining 20% shall vest on April 1, 2026.

2. Includes 1,204 shares of Class A common stock issuable upon the settlement of an award of 1,204 restricted stock units ("RSUs") granted pursuant to Beneficient 2023 Equity Incentive Plan to the Reporting Person on July 15, 2023. Such award of RSUs to the Reporting Person vested in 20% installments on each of September 1, 2023 and September 1, 2024. The remaining 60% shall vest in three equal annual installments on September 1st of each subsequent calendar year.

3. In accordance with the terms of the Beneficient Company Holdings, L.P., a Delaware limited partnership ("BCH"), Ninth Amended and Restated Limited Partnership Agreement (as amended, the "BCH Ninth A&R LPA") adopted on June 7, 2023, the capital account balance determined pursuant to Section 704 of the Internal Revenue Code (the "Capital Account Balance") of Preferred Series A Subclass 0 Unit Accounts of BCH ("BCH Preferred A-0 Unit Accounts") may be freely converted into the Class S Ordinary Units of BCH ("BCH Class S Ordinary Units").

4. (Continued from Footnote 3) Upon conversion, the number of BCH Class S Ordinary Units issued will equal to the Capital Account Balance associated with the BCH Preferred A-0 Unit Accounts being converted divided by a price equal to, the average of (i) $840.00, and (ii) the volume-weighted average closing price of Class A Shares for the twenty (20) days preceding the applicable exchange date; provided that, through December 31, 2027, such conversion price shall not be less than $840.00 (as applicable, the "A-0 Conversion Price"). The BCH Preferred A-0 Unit Accounts are convertible as of June 7, 2023, and do not expire.

5. In accordance with the BCH Ninth A&R LPA and an Exchange Agreement (the "Exchange Agreement"), dated June 7, 2023, by and among the Issuer, BCH, and Beneficient Company Group, L.L.C., a Delaware limited liability company ("Ben LLC"), the BCH Class S Ordinary Units may be exchanged, on a one-for-one basis, for Class A Shares upon the election of the holder of such BCH Class S Ordinary Units.

6. (Continued from Footnote 5) The holder of such BCH Class S Ordinary Units must provide not less than sixty-one (61) days prior notice ("Notice") of the exchange to both the Issuer and Ben LLC, which shall occur on the latter of (A) the expiration of such sixty-one (61) day Notice period, unless waived; (B) the third business day after the date of the earnings release by the Issuer covering the fiscal quarter in which the Notice is provided; or (C) the first day following the earnings release by the Issuer covering the fiscal quarter in which the Notice is provided that directors and executive officers of the Issuer are permitted to trade under the applicable policies of Issuer relating to trading by directors and executive officers. The BCH Class S Ordinary Units are, subject to the restrictions in the BCH Ninth A&R LPA and the Exchange Agreement, convertible as of June 7, 2023, and do not expire.

7. Represents BCH Class S Ordinary Units issuable upon the conversion of the Capital Account Balance of such BCH Preferred A-0 Unit Accounts, assuming an A-0 Conversion Price of $840.00 in Capital Account Balance of such BCH Preferred A-0 Unit Account per BCH Class S Ordinary Unit.

8. In accordance with the BCH Ninth A&R LPA, at any time on or after January 1, 2025, the Capital Account Balance of Preferred Series A Subclass 1 Unit Accounts of BCH ("BCH Preferred A-1 Unit Accounts") may be freely converted into BCH Class S Ordinary Units, subject to a 20% annual conversion limit until December 31, 2029, unless the conversion price for the BCH Preferred A-1 Unit Accounts equals or exceeds $1,440.00 after January 1, 2025. Upon conversion, the number of BCH Class S Ordinary Units issued will equal to the Capital Account Balance associated with the BCH Preferred A-1 Unit Accounts being converted divided by a price equal to the average closing price of Class A Shares for the thirty (30) days preceding the applicable exchange date; provided that, through December 31, 2027, such conversion price shall not be less than $840.00 (as applicable, the "A-1 Conversion Price"). The BCH Preferred A-1 Unit Accounts are convertible as of June 7, 2023, and do not expire.

9. Represents BCH Class S Ordinary Units issuable upon the conversion of the Capital Account Balance of such BCH Preferred A-1 Unit Accounts, assuming an A-1 Conversion Price of $840.00 in Capital Account Balance such BCH Preferred A-1 Unit Account per BCH Class S Ordinary Unit.

	/s/ David B. Rost ***Attorney-in-fact for James G. Silk	07/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Beneficient (BENF) Class A shares does James G. Silk currently own?

He reports 2,397 shares held directly, including shares issuable from vested REUs and RSUs.

What derivative securities related to BENF does the CEO control?

Silk holds 1,362 A-0 and 5,449 A-1 BCH Class S units, each exchangeable 1-for-1 into BENF Class A shares.

When will the remaining RSUs and REUs vest?

REUs: final 20% on 1 Apr 2026. RSUs: 20% annually on 1 Sep 2025-2027.

Are the derivative units immediately convertible into BENF shares?

Yes, they are currently convertible, subject to price floors ($840), 61-day notice and trading-window rules.

Does this Form 3 indicate any recent insider purchase or sale?

No. It is an initial ownership disclosure; no transactions were reported.

What limits apply to converting the A-1 units?

A-1 conversions are capped at 20% per year until 31 Dec 2029 unless the conversion price reaches $1,440.