BENEFICIENT SEC Filings

Beneficient major holder Mack Hicks and Hicks Holdings Operating, LLC filed Amendment No. 2 to Schedule 13D, reporting beneficial ownership of 11,712,675 Class A shares, or 81.2% of the class, including shares issuable from Class B stock as of April 13, 2026.

The amendment details a prior Limited Conversion, where Hicks Holdings converted about $48 million of BCH Preferred A-1 Unit Accounts into BCH Class S Ordinary Units at $0.52 per unit, then exchanged them for 92,485,639 Class A shares. These “Conversion Shares” are subject to possible future forfeiture based on the Average Closing Price on January 1, 2028 and are locked up under a voting and lock-up agreement until October 1, 2028.

The filing also describes a Credit Agreement where the issuer repaid about $27.5 million of loan principal early. Remaining $1.66 million of interest and fees will be settled through issuance of 149,904 Class A shares valued at $572,588, plus scheduled cash payments of $1,000,000 and $94,365.

Beneficient director and 10% owner Mack H. Hicks filed an initial statement of indirect holdings in the company’s common stock. Entities associated with him report 149,904 Class A shares through HH-BDH, LLC and 11,560,705 Class A shares through Hicks Holdings Operating LLC. Hicks Holdings also holds 2,066 Class B shares, each convertible into one Class A share. Mr. Hicks is the sole member of these entities and can vote and direct the disposition of their shares, but he disclaims beneficial ownership beyond his pecuniary interest.

Beneficient director and 10% owner Mack H. Hicks filed an initial statement of indirect holdings in the company’s common stock. Entities associated with him report 149,904 Class A shares through HH-BDH, LLC and 11,560,705 Class A shares through Hicks Holdings Operating LLC. Hicks Holdings also holds 2,066 Class B shares, each convertible into one Class A share. Mr. Hicks is the sole member of these entities and can vote and direct the disposition of their shares, but he disclaims beneficial ownership beyond his pecuniary interest.

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 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 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 is calling a virtual annual meeting on March 27, 2026 to vote on three items: electing three Class A directors, ratifying Weaver and Tidwell, LLP as auditor for the year ending March 31, 2026, and approving an amendment to the 2023 Long Term Incentive Plan to increase Class A common stock reserved for awards.

Holders of 14,183,822 Class A shares and 29,908 Class B shares as of February 13, 2026 may vote, with Class B carrying ten votes per share. The proxy details a prior 8‑for‑1 reverse stock split that helped restore Nasdaq Capital Market compliance and describes the company’s dual-class governance and board committee structure.

The filing also summarizes extensive litigation developments, including a $55.3 million equity-awards arbitration now confirmed on appeal, a $34.5 million GWG-related settlement fully funded by insurance, several other settled or pending suits, and notes that certain settlements have largely exhausted available insurance coverage for some ongoing legal matters.

Beneficient is calling a virtual annual meeting on March 27, 2026 to vote on three items: electing three Class A directors, ratifying Weaver and Tidwell, LLP as auditor for the year ending March 31, 2026, and approving an amendment to the 2023 Long Term Incentive Plan to increase Class A common stock reserved for awards.

Holders of 14,183,822 Class A shares and 29,908 Class B shares as of February 13, 2026 may vote, with Class B carrying ten votes per share. The proxy details a prior 8‑for‑1 reverse stock split that helped restore Nasdaq Capital Market compliance and describes the company’s dual-class governance and board committee structure.

The filing also summarizes extensive litigation developments, including a $55.3 million equity-awards arbitration now confirmed on appeal, a $34.5 million GWG-related settlement fully funded by insurance, several other settled or pending suits, and notes that certain settlements have largely exhausted available insurance coverage for some ongoing legal matters.

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 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 (BENF) reports mixed quarterly results alongside serious liquidity pressures and going‑concern risk. For the quarter ended December 31, 2025, revenue rose to $18.7 million and net income attributable to common shareholders reached $19.9 million, helped by a $43.8 million gain on financial instruments despite a $25.4 million investment loss.

Over the first nine months of the fiscal year, the company posted a $104.6 million net loss and a $48.8 million loss attributable to common shareholders. Cash and cash equivalents were $7.9 million against total liabilities of $375.9 million and a shareholders’ equity deficit of $128.6 million. Management discloses substantial doubt about the ability to continue as a going concern due to recurring losses, significant related‑party debt, covenant and payment defaults, and a $62.8 million confirmed arbitration award.

To maintain Nasdaq listing, Beneficient executed 1‑for‑80 and 1‑for‑8 reverse stock splits in 2024 and 2025, leaving 14.1 million Class A shares issued as of December 31, 2025 and 14.2 million Class A shares outstanding by February 11, 2026. The company highlights potential access to up to approximately $240.7 million of additional equity through an existing standby equity purchase agreement, though any usage depends on market conditions.

Beneficient (BENF) reports mixed quarterly results alongside serious liquidity pressures and going‑concern risk. For the quarter ended December 31, 2025, revenue rose to $18.7 million and net income attributable to common shareholders reached $19.9 million, helped by a $43.8 million gain on financial instruments despite a $25.4 million investment loss.

Over the first nine months of the fiscal year, the company posted a $104.6 million net loss and a $48.8 million loss attributable to common shareholders. Cash and cash equivalents were $7.9 million against total liabilities of $375.9 million and a shareholders’ equity deficit of $128.6 million. Management discloses substantial doubt about the ability to continue as a going concern due to recurring losses, significant related‑party debt, covenant and payment defaults, and a $62.8 million confirmed arbitration award.

To maintain Nasdaq listing, Beneficient executed 1‑for‑80 and 1‑for‑8 reverse stock splits in 2024 and 2025, leaving 14.1 million Class A shares issued as of December 31, 2025 and 14.2 million Class A shares outstanding by February 11, 2026. The company highlights potential access to up to approximately $240.7 million of additional equity through an existing standby equity purchase agreement, though any usage depends on market conditions.

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 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 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 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.