BENF

EX-99.2

3 ex992-shareholderletter.htm

EX-99.2

Document

Exhibit 99.2

Beneficient Releases Letter to Shareholders Updating Progress on Significant Corporate Issues

DALLAS, TX, June 29, 2026 (GLOBE NEWSWIRE) -- Beneficient (NASDAQ: BENF) (Ben or the Company), a technology-enabled platform providing exit opportunities and primary capital solutions and related trust and custody services to holders of alternative assets, has issued a letter to shareholders from Chief Executive Officer James Silk about progress the Company has made in managing and settling significant issues as it reports its fiscal year 2026 earnings results in a separate press release.

Dear Beneficient Shareholders,

It has been three very eventful years since Beneficient went public on Nasdaq. I am here to report that, through disciplined decision making and execution, Beneficient is better positioned for the future.

I would like to take this moment to thank you for staying with us as we continue to pursue our mission of creating long-term shareholder value and democratizing the market for alternative asset liquidity.

As I reflect on how far we have come, I believe it is important to recognize what management and the Company’s Board of Directors (the Board) have achieved in addressing legacy issues while strengthening the foundation of the Company. This included supporting the U.S. Attorney’s Office for the Southern District of New York in the trial which led to the conviction of the Company’s former Chief Executive Officer Brad Heppner and working constructively with the litigation trustee to manage and continue to resolve matters associated with the bankruptcy of GWG Holdings, Inc. (GWG). These actions have been critical steps toward putting the challenges of the prior era behind us and allowing Beneficient to focus on the future.

I am honored that the Board has named me Chief Executive Officer of Beneficient, removing the interim designation from my title. Over the past 11 months, I have had the opportunity to work closely with our Board, employees, and stakeholders as we navigated a complex transition. I believe the Company now has a stronger operating foundation and a clearer strategic direction.

During fiscal year 2026, a major area of progress has been strengthening our balance sheet and improving our financial position. Additionally, Beneficient resolved the GWG litigation matters, regained compliance with Nasdaq listing requirements, generated approximately $51.5 million in gross proceeds from asset sales, and fully repaid the principal balance under the HH-BDH Credit Agreement (excluding $1.1 million of deferred interest and fees). We also completed GP Primary Commitment transactions totaling approximately $14.9 million in net asset value. Subsequent to March 31, 2026, we entered into an additional primary capital transaction with a fund managed by a general partner, which will increase the collateral for the Company’s ExAlt loan portfolio by approximately $8.8 million. These steps strengthened our collateral base, improved our financial flexibility, and created a more stable foundation from which to execute our strategy.

At the same time, we have worked to expand the capabilities of our AI-powered technology. We are excited about the commercialization of our collateral management services we announced last week that demonstrate how the infrastructure we have built can support broader market needs. We believe there is a growing demand among institutions and investors for sophisticated analysis, monitoring, reporting, and risk-management solutions related to complex alternative asset-backed financial transactions. These capabilities create opportunities for recurring annual fee revenue while allowing us to leverage the technology and expertise already developed within Beneficient.

For shareholders, one of the most important aspects of our next chapter is a change in the structure of our liquidity transactions to create value for those who hold shares of our common stock. As we originate and execute transactions like the GP Primary Commitment transactions, the value they create accrues more directly to those common shareholders as opposed to our non-controlling interest holders.

The significance of these changes is that we are no longer limited to individual transactions or asset outcomes. We have built an operating platform capable of supporting multiple revenue streams, including transaction-related revenue, service revenue, and recurring fee-based opportunities. As adoption of our platform grows, we believe the market has the potential to recognize Beneficient not only as a participant in alternative asset liquidity, but as an infrastructure provider helping modernize how these assets are analyzed, managed, and transacted. We believe this shift can support long-term enterprise value creation and enhance the potential value of Ben’s common stock as investors better understand the scalability and strategic importance of the

ben-20260217

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 17, 2026

Commission File Number: 001-41715

Exact name of registrant as specified in its charter:

Beneficient

State or other jurisdiction of incorporation or organization:IRS Employer Identification No.:

Nevada72-1573705

Address of principal executive offices:

325 North St. Paul Street, Suite 4850 Dallas, Texas 75201

Registrant’s telephone number, including area code:

(214) 445-4700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Shares of Class A common stock, par value $0.001 per share

BENF

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Class A common stock, par value $0.001 per share, and one share of Series A convertible preferred stock, par value $0.001 per share

BENFW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company    ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Item 2.02 Results of Operations and Financial Conditions

On February 17, 2026, Beneficient, a Nevada corporation, issued a press release announcing its financial results for the third quarter ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

The information furnished pursuant to Item 2.02 (including Exhibit 99.1 hereto) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Exhibits and Financial Statements

(d)     Exhibits.

99.1    Press Release of Beneficient issued February 17, 2026.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BENEFICIENT

Date:February 17, 2026By:/s/ Gregory W. Ezell

Gregory W. Ezell

Chief Financial Officer

ben-20251114

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 14, 2025

Commission File Number: 001-41715

Exact name of registrant as specified in its charter:

Beneficient

State or other jurisdiction of incorporation or organization:IRS Employer Identification No.:

Nevada72-1573705

Address of principal executive offices:

325 North St. Paul Street, Suite 4850 Dallas, Texas 75201

Registrant’s telephone number, including area code:

(214) 445-4700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Shares of Class A common stock, par value $0.001 per share

BENF

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Class A common stock, par value $0.001 per share, and one share of Series A convertible preferred stock, par value $0.001 per share

BENFW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company    ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Item 2.02 Results of Operations and Financial Conditions

On November 14, 2025, Beneficient, a Nevada corporation, issued a press release announcing its financial results for the second quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

The information furnished pursuant to Item 2.02 (including Exhibit 99.1 hereto) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Exhibits and Financial Statements

(d)     Exhibits.

99.1    Press Release of Beneficient issued November 14, 2025.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BENEFICIENT

Date:November 14, 2025By:/s/ Gregory W. Ezell

Gregory W. Ezell

Chief Financial Officer

ben-20251020

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 20, 2025

Commission File Number: 001-41715

Exact name of registrant as specified in its charter:

Beneficient

State or other jurisdiction of incorporation or organization:IRS Employer Identification No.:

Nevada72-1573705

Address of principal executive offices:

325 North St. Paul Street, Suite 4850 Dallas, Texas 75201

Registrant’s telephone number, including area code:

(214) 445-4700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Shares of Class A common stock, par value $0.001 per share

BENF

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Class A common stock, par value $0.001 per share, and one share of Series A convertible preferred stock, par value $0.001 per share

BENFW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company    ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

Item 2.02 Results of Operations and Financial Conditions

On October 20, 2025, Beneficient, a Nevada corporation, issued a press release announcing its financial results for the first quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

The information furnished pursuant to Item 2.02 (including Exhibit 99.1 hereto) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Exhibits and Financial Statements

(d)     Exhibits.

99.1    Press Release of Beneficient issued October 20, 2025.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BENEFICIENT

Date:October 20, 2025By:/s/ Gregory W. Ezell

Gregory W. Ezell

Chief Financial Officer

ben-20250929

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 29, 2025

Commission File Number: 001-41715

Exact name of registrant as specified in its charter:

Beneficient

State or other jurisdiction of incorporation or organization:IRS Employer Identification No.:

Nevada72-1573705

Address of principal executive offices:

325 North St. Paul Street, Suite 4850 Dallas, Texas 75201

Registrant’s telephone number, including area code:

(214) 445-4700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Shares of Class A common stock, par value $0.001 per share

BENF

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Class A common stock, par value $0.001 per share, and one share of Series A convertible preferred stock, par value $0.001 per share

BENFW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company    ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

Item 2.02 Results of Operations and Financial Conditions

On September 29, 2025, Beneficient, a Nevada corporation, issued a press release announcing its financial results for the fourth quarter and year ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

The information furnished pursuant to Item 2.02 (including Exhibit 99.1 hereto) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Exhibits and Financial Statements

(d)     Exhibits.

99.1    Press Release of Beneficient issued September 29, 2025.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BENEFICIENT

Date:September 29, 2025By:/s/ Gregory W. Ezell

Gregory W. Ezell

Chief Financial Officer

EX-99.1

2 ex99-1.htm

Exhibit 99.1

For Immediate Release

BENEFICIENT

REPORTS RESULTS FOR THIRD QUARTER FISCAL 2025

Announced Proposed Transaction to Increase Tangible Book Value to Ben Public Company Stockholders by $9 Million on 8.4 Million Shares Outstanding, Permanent Equity Increased by $35 Million

Completed First Primary Capital Transaction as Part of Ongoing Business Development Activities

Announced Proposed International Bank Acquisition to Expand Alternative and Digital Asset Markets Capabilities

Dallas, TX. – February 13, 2025 (GlobeNewswire) – Beneficient (NASDAQ: BENF) (“Ben” or the “Company”), a technology-enabled platform providing exit opportunities and primary capital solutions and related trust and custody services to holders of alternative assets through its proprietary online platform, AltAccess, today reported its financial results for the fiscal 2025 third quarter, which ended December 31, 2024.

Commenting on the fiscal 2025 third quarter results, Beneficient management said: “Our fiscal third quarter was focused on key steps that we believe will ready Ben for significant new activities in delivering liquidity, primary capital and digital asset markets solutions – which we believe are all opportunities to disrupt and enhance the solutions available to large financial audiences. During the fiscal third quarter, we also closed our first primary capital transaction and are seeking additional opportunities.

“A complementary part of our plan is the proposed acquisition of Mercantile Bank International Corp. (“Mercantile Bank”), a Puerto Rico-based International Financial Entity, which is expected to enable Ben to offer an expanded range of digital asset market solutions and companion custody, clearing and control account fee-based services. We intend to drive new growth opportunities in calendar 2025, which we believe have the potential to generate above market fee rates. These efforts are expected to further build out our expansive model and enable the Company to benefit from a growing range of trust, custody and other services we provide as well as the underlying performance of the private equity assets held in trust.

“Additionally, we are pleased to have continued to strengthen our capital structure, increasing our permanent equity by $35 million through a re-designation of certain preferred equity. Furthermore, we executed an agreement to complete additional transactions designed to revise the liquidation priority of Beneficient Company Holdings, L.P. (“BCH”) and deliver other benefits to our public company stockholders provided by entities controlled by our founders, which are expected to become increasingly visible as the Company enters into more liquidity and primary capital transactions.”

Third Quarter Fiscal 2025 and Recent Highlights (for the quarter ended December 31, 2024 or as noted):

●Reported investments with a fair value of $334.3 million, increased from $329.1 million at the end of our prior fiscal year, served as collateral for Ben Liquidity’s net loan portfolio of $260.6 million and $256.2 million, respectively. Reported investments include our first primary capital transaction with a closing of $1.4 million on December 31, 2024.

●Revenues increased to $4.4 million in the third quarter of fiscal 2025 as compared to $(10.2) million in the same quarter of fiscal 2024. For the nine months ended December 31, 2024, revenues for fiscal 2025 were $23.0 million as compared to $(55.7) million for fiscal 2024.

●Operating expenses declined 98% to $13.9 million in the third quarter of fiscal 2025, as compared to $905.7 million in the third quarter of fiscal 2024, which included a non-cash goodwill impairment of $883.2 million. For the nine months ended December 31, 2024, operating expenses for fiscal 2025 were $1.9 million, which included the release of a loss contingency accrual of $55.0 million and non-cash goodwill impairment of $3.7 million, as compared to $2.4 billion in fiscal 2024, which included non-cash goodwill impairment of $2.3 billion.

●Excluding the non-cash goodwill impairment in the prior comparable period, operating expenses declined 38% to $13.9 million in the third quarter of fiscal 2025 as compared to $22.5 million in the same period of fiscal 2024. For the nine months ended December 31, 2024, excluding the non-cash goodwill impairment and the loss contingency release in each period, as applicable, operating expenses were $53.2 million in fiscal 2025 as compared to $111.7 million in fiscal 2024.

●Improved permanent equity from a deficit of $148.3 million as of June 30, 2024 to a positive $14.3 million as of December 31, 2024 through a combination of redesignating approximately $160.5 million of temporary equity to permanent equity and additional capital from equity sales and liquidity transactions offset by net loss allocable to permanent equity classified securities of $6.9 million during the applicable period.

●Announced proposed transaction on Dec

ben-20240814

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 14, 2024

Commission File Number: 001-41715

Exact name of registrant as specified in its charter:

Beneficient

State or other jurisdiction of incorporation or organization:IRS Employer Identification No.:

Nevada72-1573705

Address of principal executive offices:

325 North St. Paul Street, Suite 4850 Dallas, Texas 75201

Registrant’s telephone number, including area code:

(214) 445-4700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Shares of Class A common stock, par value $0.001 per share

BENF

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Class A common stock, par value $0.001 per share, and one share of Series A convertible preferred stock, par value $0.001 per share

BENFW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company    ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

Item 2.02 Results of Operations and Financial Conditions

On August 14, 2024, Beneficient, a Nevada corporation, issued a press release announcing its financial results for the first quarter ended June 30, 2024. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

The information furnished pursuant to Item 2.02 (including Exhibit 99.1 hereto) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Exhibits and Financial Statements

(d)     Exhibits.

99.1    Press Release of Beneficient issued August 14, 2024.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BENEFICIENT

Date:August 14, 2024By:/s/ Gregory W. Ezell

Gregory W. Ezell

Chief Financial Officer

ben-20240709

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 9, 2024

Commission File Number: 001-41715

Exact name of registrant as specified in its charter:

Beneficient

State or other jurisdiction of incorporation or organization:IRS Employer Identification No.:

Nevada72-1573705

Address of principal executive offices:

325 North St. Paul Street, Suite 4850 Dallas, Texas 75201

Registrant’s telephone number, including area code:

(214) 445-4700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Shares of Class A common stock, par value $0.001 per share

BENF

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Class A common stock, par value $0.001 per share, and one share of Series A convertible preferred stock, par value $0.001 per share

BENFW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company    ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

Item 2.02 Results of Operations and Financial Conditions

On July 9, 2024, Beneficient, a Nevada corporation, issued a press release announcing its financial results for the fourth quarter and year ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

The information furnished pursuant to Item 2.02 (including Exhibit 99.1 hereto) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Exhibits and Financial Statements

(d)     Exhibits.

99.1    Press Release of Beneficient issued July 9, 2024.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BENEFICIENT

Date:July 9, 2024By:/s/ Gregory W. Ezell

Gregory W. Ezell

Chief Financial Officer

EX-99.1

2 d759994dex991.htm

EX-99.1

EX-99.1

Exhibit 99.1

For Immediate Release

BENEFICIENT REPORTS RESULTS FOR THIRD QUARTER FISCAL 2024

Further Developed GP Solutions program, Launched New Products/Service and Improved Operational Efficiencies and Financial Position

Dallas, TX. – February 13, 2024 (GlobeNewswire) – Beneficient (NASDAQ: BENF) (“Ben” or the “Company”), a technology-enabled financial services holding company that provides liquidity and related trust and custody services to holders of alternative assets, today reported its financial results for the fiscal 2024 third quarter ended December 31, 2023.

Commenting on the fiscal 2024 third quarter, Ben’s Chairman and Chief Executive Officer, Brad K. Heppner said, “We continue to make important progress on our mission to transform the alternative asset industry by providing products and services in a fiduciary capacity to marketplace participants.”

“This quarter was highlighted: by growth in our Preferred Liquidity Provider Program, which now includes 19 participating funds representing approximately $1.5 billion in committed capital and can serve as a catalyst for a potential expansion of our suite of GP Solutions offerings that seek to meet the needs of General Partners and their limited partner investors; a reduction in our operating expense base by approximately 30%; the continued development of AltAccess to meet customer needs; the launch of a new marketing program designed to scale operations; and other important milestones. We believe we are well positioned for future growth based on our core areas of differentiation, including our fiduciary financial trust company subsidiary, which operates as a regulated fiduciary and our proprietary AltAccess online platform, which delivers our products and services securely to LPs, GPs and their funds and other underserved segments of the private investment marketplace.”

Third Quarter Fiscal 2024 and Recent Highlights (for the quarter ended December 31, 2023 or as noted):

•

Reported investments with a fair value of $378.4 million, from $491.9 million at the end of our prior fiscal year, served as collateral for Ben Liquidity’s net loan portfolio of $290.8 million and $376.3 million, respectively.

•

Grew the GP Preferred Liquidity Provider Program to 19 funds and $1.5 billion in committed capital compared to 7 participating funds with $300 million in committed capital at December 31, 2022

•

Operating expenses increased to $905.7 million in 3Q24 compared with $33.8 million in 3Q23, driven by a goodwill impairment of $883.2 million

•

Reduced operating expenses by 33% in 3Q24 (excluding non-cash loss on impairment of goodwill), as compared with 3Q23

•

Improved financial position with $25 million 3-year term loan

•

GP Solutions capability evolved and, subsequent to quarter end, closed $2 million of liquidity financings, capping nearly $10 million sourced from GP Preferred Liquidity Provider Program

“The growing need and demand for our key capabilities is increasingly apparent as the ownership of alternative investments continues to proliferate across mid-to-high net worth individual investors and small-to-midsize institutional investors. To date, other early exit or liquidity solution providers haven’t been able to deliver liquidity to our target market with certainty across three very important dimensions: price, cost, and time. Ben’s AltAccess platform is designed to address each of these issues head on through its ability to seamlessly deliver Ben Liquidity’s products and Ben Custody’s services through our fiduciary financial trust company chartered subsidiary that enables a single-point solution to our customers. Ben Liquidity’s financing of liquidity and capital products and Ben Custody’s custody, trustee and administration services are complementary and operate hand-in-hand. I am optimistic about the role that Ben continues to play in further democratizing the alternative investment industry and unlocking liquidity in alternative assets for individual investors.”

“I’m also excited and encouraged by the initial market reaction to our expanded GP Solutions offering of the GP Primary Commitment Program, through which Ben offers its financing products and other trust services to GPs who are currently fund raising. GPs have increasingly become aware of our GP Solutions offerings over the last quarter and approximately 45% of all GPs we would expect to qualify for participation in this new program responded to our initial marketing outreach related to our GP Solutions offerings and approximately 20% of those GPs indicated they would consider participating in the program. During the upcoming quarters, we will be working to assist these GPs in understanding the program, the program agreements, and, upon final qualification and approvals, delivering the applicable financing and custody and trust administration services to the participating GPs. Any such financings would be expected to be bac

EX-99.1

2 d306335dex991.htm

EX-99.1

EX-99.1

Exhibit 99.1

For Immediate Release

BENEFICIENT REPORTS RESULTS FOR SECOND QUARTER FISCAL 2024

Dallas, TX. – November 13, 2023 (GlobeNewswire) – Beneficient (NASDAQ: BENF) (“Ben” or the “Company”), a technology-enabled financial services holding company that provides liquidity and related trust and custody services to holders of alternative assets, today reported its financial results for second quarter fiscal 2024.

“We are excited by the progress we have made in our second quarter since the Company’s successful public listing. These positive efforts and results are a testament to our unique business model, innovative product offerings and execution by our team to deliver liquidity solutions to customers,” stated Brad K. Heppner, Ben’s Chief Executive Officer & Chairman. “We remain committed and laser focused on innovation and expanding our product offerings to provide end-to-end regulated transactions that are swift, secure, and price-certain. We continue to execute on our long-term strategic priorities to drive long-term shareholder value and growth.”

Business Segments: Second Quarter Fiscal 2024

Ben Liquidity

•

New liquidity transactions closed during the period totaled a net asset value of $44.4 million, which represents 9.1% in growth compared to the net asset value existing as of the end of the prior quarter.

•

Revenues of $13.0 million, up 19.5% from the prior year period, driven primarily by an increase in interest earned on new liquidity transactions originating during the period.

•

Operating loss for the period was $272.1 million, compared to operating income of $24.2 million in the prior year period. The change was primarily due to non-cash goodwill impairment and negative credit loss adjustments, principally related to securities of our former parent company in the current period.

•

Adjusted operating loss(1) for the period was $4.7 million, compared to an adjusted operating loss of $1.4 million in the prior year period. The change was primarily due to additional interest expense.

Ben Custody

•

Total new assets held in custody during the period grew by $44.4 million, which represents 9.1% in growth compared to the net asset value existing as of the end of the prior quarter. The growth was driven by the new liquidity transactions of Ben Liquidity.

•

Net asset value of alternative assets and other securities held in custody during the period was $457.5 million, compared to $491.9 million as of March 31, 2023. The change was driven by unrealized losses on existing assets, principally related to interests in a wind down trust for a bankrupt entity, and distributions offset by the new liquidity transactions during the period.

•

Revenues of $6.5 million for the period, compared to $7.8 million in the prior year period. The change was as a result of lower net asset values held in custody.

•

Operating loss for the period was $80.8 million, compared to operating income of $6.3 million in the prior year period. The change was primarily due to non-cash goodwill impairment in the current period.

•

Adjusted operating income(1) for the period was $5.6 million, compared to $6.3 million in the prior year period. The change was primarily due to a change in revenue due to lower net asset values held in custody.

Capital and Liquidity

•

At September 30, 2023, the Company had cash and cash equivalents of $2.4 million and total debt of $150.8 million.

(1)

Represents a non-GAAP financial measure. For reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures and for the reasons we believe the non-GAAP measures provide useful information, see Non-GAAP Reconciliations.

•

Distributions received from alternative assets and other securities held in custody totaled $26.3 million for the six months ended September 30, 2023 compared to $27.5 million for the six months ended September 30, 2022.

Consolidated Fiscal Second Quarter Results

Table 1 below presents a summary of selected unaudited consolidated operating financial information.

Fiscal 2Q24

Fiscal 2Q23

Consolidated Fiscal Second Quarter Results

($ in thousands, except share and per share amounts)

Three Months Ended September 30, 2023

Three Months Ended September 30, 2022

Change %

GAAP Revenues

$ (42,761 )

$ (37,945 )

(12.7 )%

Adjusted Revenues (1)

(801 )

(10,186 )

92.1 %

GAAP Operating Loss

(381,764 )

(73,000 )

NM

Adjusted Operating Loss (1)

(21,170 )

(33,949 )

37.6 %

Diluted Class A EPS

$ (1.45 )

$ (0.03 )

NM

Segment Revenues attributable to Ben’s Equity Holders (2)

18,629

14,196

31.2 %

Adjusted Segment Revenues attributable to Ben’s Equity Holders (1)(2)

19,066

19,821

(3.8 )%

Segment Operating Income (Loss) attributable to Ben’s Equity Holders

(378,172 )

736

NM

Adjusted Segment Operating Loss attributable to Ben’s Equity Holders (1)(2)

$ (11,960 )

$ (7,951 )

(50.4 )%

NM - Not meaningful.

1.

Adjusted Revenues

8-K

Warrants, each whole warrant exercisable for one share of Class A common stock, par value $0.001 per share, and one share of Series A convertible false 0001775734 0001775734 2023-10-19 2023-10-19 0001775734 us-gaap:CommonStockMember 2023-10-19 2023-10-19 0001775734 us-gaap:WarrantMember 2023-10-19 2023-10-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 19, 2023

Beneficient

(Exact Name of Registrant as Specified in Charter)

Nevada

001-41715

72-1573705

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

325 North St. Paul Street, Suite 4850

Dallas, Texas 75201

(Address of Principal Executive Offices, and Zip Code)

(214) 445-4700

Registrant’s Telephone Number, Including Area Code

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Shares of Class A common stock, par value $0.001 per share

BENF

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Class A common stock, par value $0.001 per share, and one share of Series A convertible preferred stock, par value $0.001 per share

BENFW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 19, 2023, Beneficient Financing, L.L.C. (the “Borrower”), a wholly owned subsidiary of Beneficient, a Nevada corporation (the “Company”), and Beneficient Company Holdings, L.P., as guarantor (the “Guarantor” and together with the Borrower, the “Loan Parties”), entered into a Credit and Guaranty Agreement (the “Credit Agreement”) with HH-BDH LLC (the “Lender”), as administrative agent. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement.

The Lender’s sole member is Hicks Holdings Operating, LLC, a Delaware LLC (“Hicks Holdings”). The managing member of Hicks Holdings is Mr. Thomas O. Hicks, a member of the Company’s Board of Directors. The Lender will receive customary fees and expenses in its capacity as a lender and as the administrative agent under the Credit Agreement, as further described below. Hicks Holdings and Mr. Hicks may be deemed to have a direct or indirect material financial interest with respect to the transactions contemplated by the Credit Agreement, as described below. Hicks Holdings funded the amounts under the Credit Agreement with the proceeds of a third-party financing (the “Financing”).

The Credit Agreement provides for a three-year term loan in the aggregate principal amount of $25.0 million (the “Term Loan”), which will be fully drawn on closing.

Borrowings under the Credit Agreement will bear interest, at the Company’s option, calculated according to a Base Rate (“Base Rate Loans”), Adjusted Term SOFR rate (“Term SOFR Loans”) or Adjusted Daily Simple SOFR rate (“DSS Loans”), plus an Applicable Margin, subject to a Maximum Rate determined by applicable law in the State of New York. For Base Rate Loans, the Applicable Margin shall be 2.50%. For Term SOFR Loans and DSS Loans, the Applicable Margin shall be 3.50%. Accrued and unpaid interest shall be payable on the applicable Payment Date. For Base Rate Loans and DSS Loans, the Payment Date shall be (i) the first day of every calendar month during the term of the Credit Agreement, (ii) the date on which any such Loan is prepaid, and (iii) the Maturity Date. In respect of Term SOFR Loans, the Payment Date shall be (i) the last day of the interest period specified in the applicable borrowing request for such Loan