Welcome to our dedicated page for Beneficient-A SEC filings (Ticker: BENF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Beneficient (BENF) SEC filings page brings together the company’s regulatory disclosures as a Nevada corporation listed on The Nasdaq Capital Market. Beneficient describes itself as a technology-enabled platform that provides exit opportunities, primary capital solutions, and related trust and custody services to holders of alternative assets, and its filings with the Securities and Exchange Commission offer detailed insight into how this business is structured and governed.
Through its registration statements, such as its S-1, Beneficient presents information about its capital structure, segments, and risk factors. Periodic reports referenced in its filings and press releases, including annual reports on Form 10-K and quarterly reports on Form 10-Q, discuss the performance of its Ben Liquidity and Ben Custody segments, the composition and diversification of its ExAlt loan portfolio, operating expenses, and capital and liquidity position.
The company’s current reports on Form 8-K provide event-driven disclosures on topics such as reverse stock split actions, notices from The Nasdaq Stock Market regarding listing compliance, unregistered sales of equity securities, financial results releases, and changes in board leadership. These 8-K filings also reference the trading symbols for Beneficient’s securities: BENF for its Class A common stock and BENFW for its warrants.
Proxy materials, including definitive proxy statements on Schedule DEF 14A, describe matters submitted to stockholders, such as approval of reverse stock splits and related adjustments to authorized share counts. Together, these filings document how Beneficient manages its equity structure, responds to listing requirements, and seeks stockholder approval for significant corporate actions.
On Stock Titan, Beneficient’s SEC filings are updated in near real time from EDGAR, and AI-powered summaries can help explain complex documents, highlight key terms in 10-K and 10-Q reports, and surface notable items from 8-Ks and proxy statements, making it easier to review BENF’s regulatory history.
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) is calling a special meeting to seek stockholder approval for a reverse stock split of its Class A and Class B common stock at a ratio between 1-for-5 and 1-for-100, together with a proportionate authorized share reduction pursuant to NRS 78.207, subject to the Board’s authority to abandon. A separate proposal would permit adjournment to solicit additional votes.
The Board cites maintaining Nasdaq listing, including the $1.00 minimum bid price, as a key reason. If not approved, the company notes exposure to potential Nasdaq delisting. The Board unanimously recommends voting “FOR” both proposals.
The record date is October 27, 2025, with 110,758,536 Class A shares and 239,257 Class B shares outstanding. Class A carries one vote per share; Class B carries ten. The meeting will be held virtually, and brokers may have discretionary voting authority on these “routine” items.
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 (BENF) reported a steep quarterly loss and heightened financial risk. For the quarter ended June 30, 2025, net loss attributable to common shareholders was $65,076,000, driven by negative investment results and a large accrual tied to an arbitration award.
Total revenues were a loss of $12,623,000, while operating expenses rose to $80,025,000 after recording an accrual of $62,831,000 related to an equity arbitration award. Cash and cash equivalents increased to $7,612,000, aided by investment monetizations, but the balance sheet shows a total equity (deficit) of $(120,397,000) and related party debt of $108,393,000.
Management states that existing debt maturities, default notices under the HCLP Loan Agreement, cross‑default provisions, and the confirmed arbitration award—accruing interest at 10.5%—raise substantial doubt about the company’s ability to continue as a going concern. As of June 30, 2025, approximately $240,700,000 remained available under the SEPA, which the company may use alongside further asset monetizations and potential refinancings.
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 (BENF) describes a technology-enabled fiduciary business built around its AltAccess platform to provide liquidity and primary capital for alternative assets. The company reports historical transaction activity of approximately $1.2 billion and states that Ben Liquidity's loan portfolio had a carrying value of $244.0 million with ExAlt Loan Collateral valued at $291.4 million (NAV $259.1 million) as of March 31, 2025. ExAlt Loans have earned stated interest of about $427.7 million through that date.
The filing discloses material operational and financial risks: a net loss of $0.8 million for fiscal 2025 and an accumulated deficit of $2.0 billion; approximately $117.9 million of debt outstanding as of March 31, 2025; identified material weakness in internal control over financial reporting; notice of Nasdaq noncompliance; HCLP has alleged events of default and sought collateral; and ongoing litigation involving the founder and related parties. The company also outlines growth initiatives including an ExchangeTrust Product Plan targeting up to $5 billion of fiduciary financings and automation of ~77% of transaction steps via AltAccess.
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.