Beneficient is registering the resale of up to 55,671,296 shares of Class A common stock for the benefit of various selling holders. The shares include stock issuable to Yorkville under a $100.0 million amended standby equity purchase agreement, conversions of multiple Series B preferred stock series, commitment fee shares and Yorkville Warrant Shares.
The company will not receive proceeds from selling holders’ resales, but may receive cash when it sells stock to Yorkville, when Yorkville exercises $21.04 Yorkville Warrants, and from $4.0 million of Promissory Notes, which it plans to use for working capital, liquidity transactions and potential related-party payments. The A&R SEPA is priced at 96–97% of Nasdaq VWAP, is subject to a 4.99% beneficial ownership cap and a 19.99% Nasdaq exchange cap, and is supported by subsidiary guarantees. Beneficient operates a technology-enabled platform providing liquidity, custody and related services for alternative assets through regulated trust and broker-dealer subsidiaries, while highlighting substantial risks including going-concern uncertainty, events of default under credit agreements, multiple legal proceedings and the potential for significant dilution from future share issuances.
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.
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 chief executive officer James G. Silk reports beneficial ownership of 1,101,419 Class A shares, representing 7.5% of the class. This includes shares issuable from vested and soon‑vesting restricted equity and stock units.
On October 1 and 14, 2025, Silk used a Limited Conversion to convert approximately $4.58 million of BCH Preferred A-1 Unit capital into BCH Class S Ordinary Units and immediately into 1,101,082 Class A shares at $4.16 per share. These Conversion Shares are subject to a voting and lock‑up agreement through October 1, 2028 and may be partially returned to the company in 2028 if the average closing price then exceeds $4.16. Shares outstanding were 14,778,985 as of July 6, 2026; this is a baseline figure, not the amount reported as beneficially owned.
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.
The Beneficient Company Group, L.P. filed a late Annual Report on Form 10-K for the fiscal year ended March 31, 2026. The company submitted the Annual Report to the SEC via EDGAR at June 29, 2026 at 5:38 p.m. eastern time, after the 5:30 p.m. deadline, citing "technical issues with the Annual Report transmission process".
The Company filed a Form 12b-25 notification signed by CFO Gregory W. Ezell on June 30, 2026 confirming the late filing and stating the Annual Report is publicly available on the SEC website.
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 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.