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 filed a Form 12b-25 to notify that its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 will be filed late. The company says it cannot meet the original deadline without unreasonable effort or expense because it is still completing work needed to finish its overdue Annual Report on Form 10-K for the year ended March 31, 2025 and the related audit procedures.
The filing reiterates that former CEO Brad Heppner resigned on June 19, 2025 after he refused a requested formal interview about certain documents and information provided to the company’s auditors in 2019. The board appointed James G. Silk as interim CEO on July 20, 2025. Beneficient states it intends to file the 10-Q promptly after the 10-K is completed and filed but has not yet finished compiling and analyzing supporting documentation or accounting for the June 30, 2025 quarter, and therefore cannot reasonably estimate changes in results versus the prior-year period.
Hatteras Investment Partners, LP reports beneficial ownership of 562,749 shares of Beneficient Class A common stock, representing approximately 6.7% of the class. The filing states Hatteras is a Delaware limited partnership acting as an investment adviser with sole voting and dispositive power over these shares, which are held for one or more advisory clients. The filing notes that Hatteras Master Fund, LP has an interest equal to 5.6% of the class. Hatteras disclaims direct beneficial ownership except to the extent of any pecuniary interest and confirms the securities are held in the ordinary course of business and not to influence control of the issuer.
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.
Beneficient (BENF) Form 4 shows Global Head of Organizations & Distribution Jeff Welday acquired 30,687 Class A shares on 21 Jul 2025 through an immediately-vesting restricted stock unit (RSU) grant made under the 2023 Equity Incentive Plan. The shares were issued at $0 cost and coded “A” (acquisition), indicating they were awarded, not purchased on the open market.
Following the settlement, Welday’s direct beneficial ownership rises to 172,394 shares. This total includes prior equity awards: 61,592 RSUs granted 14 Jan 2025, 28,320 RSUs granted 15 Jul 2023, multiple REU awards from 2018-2022, and a 1,670-share RSU grant dated 16 Jan 2025. No derivative securities or sales were reported.
The filing reflects routine executive compensation and signals increased insider alignment but only modest dilution to existing shareholders. Because no open-market buying or selling occurred, immediate trading impact is expected to be minimal.
Beneficient (BENF) announced the immediate resignation of Brad Heppner from his positions as CEO, Board Chairman, and Director on June 19, 2025. The resignation came after Heppner refused to participate in a formal interview requested by the Audit Committee regarding documents and information concerning his relationship with a related entity provided to auditors in 2019.
Key developments include:
- Heppner rejected proposals to transfer certain rights of Beneficient Holdings Inc (BHI) under a stockholders agreement
- He declined to convert Preferred Series A Subclass 0 Unit Accounts of BCH held by BHI to meet Nasdaq listing requirements
- Through counsel, Heppner expressed belief that "the only viable course for the Company is an orderly wind down of operations"
- Prior to resignation, Heppner served on multiple board committees including Nominating, Community Reinvestment, Executive, Enterprise Risk, and Credit Committees
The stock traded at $0.2770 per share and warrants at $0.0069 as of June 24, 2025. The company remains classified as an emerging growth company and controlled company under Nasdaq rules.
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 Prospectus Supplement No. 16 to update its November 12, 2024 S-1 prospectus with information from a Form 8-K filed on June 25, 2025. The update principally discloses the June 17, 2025 closing of a $1.91 million Series B-8 primary capital transaction conducted through a subsidiary.
Under the agreement, Beneficient’s trust vehicles acquired a limited-partner interest in an investment fund with a net asset value of $1,910,370. In exchange, the customer received 191,037 shares of Series B-8 Resettable Convertible Preferred Stock, each with a $0.001 par value. The preferred shares were issued under Section 4(a)(2) and Regulation D and therefore were not registered under the Securities Act.
The Series B-8 Preferred Stock:
- Initial conversion price: $0.3397 per Class A share, subject to monthly resets but not below 75 % of the initial price and with a floor of $0.2548.
- Maximum share issuance upon conversion: 7,497,528 Class A shares.
- Automatic conversion on the earlier of (i) five years after issuance if reporting or registration conditions are met, or (ii) the first date Rule 144 sales or an effective resale registration become available, all subject to 4.99 % beneficial-ownership and Nasdaq exchange-cap limitations.
- Ranking: pari passu with Class A common; junior to the company’s Series A and Series B-1 through B-7 preferred series.
The company remains an emerging growth and controlled company under Nasdaq rules. As of June 24, 2025, BENF closed at $0.2770; BENFW warrants closed at $0.0069.