Beneficient Warrant 8-K Filings

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.