Beneficient (BENF) completes $7.44M Rule 506(c) convertible preferred stock sale

Rhea-AI Filing Summary

Beneficient, a Nevada corporation formed in 2023, reported a Regulation D exempt offering of securities under Rule 506(c). The company has sold securities with an aggregate offering amount of $7,444,545, with no remaining amount to be sold, in a new offering whose first sale occurred on July 8, 2026.

The issuer issued 744,455 shares of Convertible Preferred Stock, convertible into Class A Common Stock at an initial Conversion Price of $3.6514 per share, subject to reset with a floor price of $1.8257 per share. The Convertible Preferred Stock was offered for alternative assets acquired by trusts consolidated with the issuer for financial statement purposes. AltAccess Securities Company, L.P. is identified in the sales compensation section, and finders’ fees are reported as $0.

Key Figures

Aggregate Offering Amount Sold: $7,444,545 Total Remaining to be Sold: $0 Convertible Preferred Shares Issued: 744,455 shares +4 more

7 metrics

Aggregate Offering Amount Sold $7,444,545 Total Amount Sold in the exempt offering

Total Remaining to be Sold $0 Reported Total Remaining to be Sold in the offering

Convertible Preferred Shares Issued 744,455 shares Shares of Convertible Preferred Stock issued in the offering

Initial Conversion Price $3.6514 per share Initial Conversion Price into Class A Common Stock

Floor Conversion Price $1.8257 per share Floor price for Conversion Price resets

First Sale Date 2026-07-08 Date of First Sale in this Rule 506(c) offering

Finders’ Fees $0 Reported finders’ fees in connection with the offering

Key Terms

Rule 506(c), Convertible Preferred Stock, Conversion Price, floor price, +1 more

5 terms

Rule 506(c) regulatory

"Federal Exemption(s) and Exclusion(s) Claimed includes Rule 506(c)."

A SEC rule that lets companies publicly advertise private securities offerings, provided they sell only to accredited investors and take reasonable steps to verify buyers’ financial status. Think of it like a public event that still requires checking IDs and qualifications at the door: it widens a company’s pool of potential backers but requires stricter verification to protect less-experienced investors. For investors, it signals easier deal access but also higher due diligence responsibility.

Convertible Preferred Stock financial

"Issuer offered Convertible Preferred Stock for alternative assets acquired by trusts."

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

Conversion Price financial

"convertible into Class A Common Stock initially at a Conversion Price of $3.6514 per share"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

floor price financial

"subject to reset from time to time with a floor price of $1.8257 per share"

The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.

covered securities regulatory

"If the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/24/2026 - 04:15 PM Accepted by SEC EDGAR 07/24/2026 - 04:15 PM Learn about SEC filing dates

FAQ

What type of exempt securities offering did Beneficient (BENF) report?

Beneficient reported a Regulation D exempt securities offering relying on Rule 506(c). This rule permits general solicitation, provided all purchasers are accredited investors and the issuer takes reasonable steps to verify that status.

How much did Beneficient (BENF) sell in its Rule 506(c) offering?

Beneficient sold securities with an aggregate offering amount of $7,444,545. The filing lists a Total Remaining to be Sold of $0, indicating the reported offering amount has been fully sold as of the filing date.

What securities did Beneficient (BENF) issue in this exempt offering?

Beneficient issued 744,455 shares of Convertible Preferred Stock, convertible into Class A Common Stock. The shares convert initially at a Conversion Price of $3.6514 per share, subject to reset with a floor price of $1.8257 per share.

When did Beneficient (BENF) first sell securities in this Form D offering?

The first sale in the offering occurred on July 8, 2026. The filing classifies this submission as a New Notice rather than an amendment, tying that initial sale date to the start of the reported offering.

Did Beneficient (BENF) report any sales commissions or finder’s fees?

The filing reports Finders’ Fees of $0. AltAccess Securities Company, L.P. is listed in the sales compensation section, and the clarification notes these amounts represent sales commissions to AltAccess as of July 8, 2026.

How are the Convertible Preferred Shares in Beneficient’s (BENF) offering being used?

The issuer states that the Convertible Preferred Stock was offered for alternative assets acquired by trusts consolidated with the issuer for financial statement purposes, indicating the securities were issued in connection with those acquired assets.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001775734

Beneficient Co Group, L.P.

The Beneficient Company Group, L.P.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Beneficient

Jurisdiction of Incorporation/Organization

NEVADA

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2023
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Beneficient
Street Address 1		Street Address 2
325 N. SAINT PAUL ST.		SUITE 4850
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
DALLAS	TEXAS	75201	214-445-4700

3. Related Persons

Last Name	First Name	Middle Name
Ezell	Greg
Street Address 1	Street Address 2
325 N. Saint Paul St.	Suite 4850
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Cangany, Jr.	Peter	T.
Street Address 1	Street Address 2
325 N. Saint Paul St.	Suite 4850
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Schnitzer	Bruce	W.
Street Address 1	Street Address 2
325 N. Saint Paul St.	Suite 4850
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director

Last Name	First Name	Middle Name
Fletcher	Derek	L.
Street Address 1	Street Address 2
325 N. Saint Paul St.	Suite 4850
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Fiduciary Officer, Director

Last Name	First Name	Middle Name
Silk	James	G.
Street Address 1	Street Address 2
325 N. Saint Paul St.	Suite 4850
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer

Last Name	First Name	Middle Name
Wendel	Karen	J.
Street Address 1	Street Address 2
325 N. Saint Paul St.	Suite 4850
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Rutledge	Maria	S.
Street Address 1	Street Address 2
325 N. Saint Paul St.	Suite 4850
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Technology Officer

Last Name	First Name	Middle Name
Donegan	Patrick	J.
Street Address 1	Street Address 2
325 N. Saint Paul St.	Suite 4850
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hicks	Mack
Street Address 1	Street Address 2
325 N. Saint Paul St.	Suite 4850
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

X

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
		Rule 506(b)
	X	Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-07-08				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

Issuer offered Convertible Preferred Stock for alternative assets acquired by trusts consolidated with Issuer for financial statement purposes.

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
AltAccess Securities Company, L.P.	000119441
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
325 N. Saint Paul Street	Suite 4850
City	State/Province/Country	ZIP/Postal Code
Dallas	TEXAS	75201
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$7,444,545	USD	or Indefinite
Total Amount Sold	$7,444,545	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Issued 744,455 shares of Convertible Preferred Stock convertible into Class A Common Stock initially at a Conversion Price of $3.6514 per share, subject to reset from time to time with a floor price of $1.8257 per share.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$215,892	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Represents sales commissions paid to AltAccess Securities Company, L.P. as of July 8, 2026.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Beneficient	/s/ David B. Rost	David B. Rost	General Counsel	2026-07-24

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.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.