Beneficient 8-K, filed Jan 8, 2026
Beneficient (BENF)
About this 8-K
Beneficient filed this 8-K on January 8, 2026, reporting on events of January 5, 2026.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| , par value $0.001 per share, and one share of Series A convertible preferred stock, par value $0.001 per share |
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
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
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Item 3.02 Unregistered Sales of Equity Securities.
Series B-9 Primary Capital Transaction
On January 5, 2026, Beneficient, a Nevada corporation (the “Company”), through one of its subsidiaries, funded the closing of a primary capital transaction pursuant to definitive agreements entered into on December 31, 2025 with a customer with respect to a limited partner interest in an investment fund with a net asset value of $3,022,728 (the “Transaction”). Pursuant to the Transaction, the Company’s customized trust vehicles acquired a limited partner interest, and in exchange for such, the customer received 302,273 shares of the Company’s Series B-9 Resettable Convertible Preferred Stock, par value $0.001 per share (the “Series B-9 Preferred Stock”), with such Series B-9 Preferred Stock being convertible into shares of the Company’s Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”).
The issuance of the Series B-9 Preferred Stock pursuant to the Transaction was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and was issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
The Series B-9 Preferred Stock is convertible into Class A Common Stock initially at a conversion price of $7.1332 per share (the “B-9 Conversion Price”). The B-9 Conversion Price is subject to reset from time to time and a floor price of $5.3499 per share. A maximum of 565,007 shares of Class A Common Stock may be issued upon conversion of the Series B-9 Preferred Stock. The information in Item 5.03 concerning the material terms of the Series B-9 Preferred Stock is incorporated by reference herein.
Item 3.03 Material Modifications to Rights of Security Holders.
The disclosure required by this Item 3.03 is included in Item 5.03 of this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Series B-9 Preferred Stock
On January 5, 2026, the Company filed a certificate of designation (the “B-9 Certificate of Designation”) with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of the Series B-9 Preferred Stock. The material terms of the Series B-9 Preferred Stock are described below. The total number of authorized shares of the Series B-9 Preferred Stock is 302,273 shares.
Optional Conversion
Each share of Series B-9 Preferred Stock is convertible, at the option of the holder thereof upon two business days’ written notice to the Company, into a number of shares of Class A Common Stock that is equal to $10.00 divided by the B-9 Conversion Price in effect as of the date of such notice (the “B-9 Conversion Rate”). The B-9 Conversion Price shall be subject to reset on each date (each such date, a “B-9 Reset Date”) that is the last day of each month following the date of issuance of the Series B-9 Preferred Stock (the “B-9 Original Issue Date”). On each B-9 Reset Date, the B-9 Conversion Price shall be increased or decreased to the five day trailing volume weighted average price of the Class A Common Stock on the Nasdaq Capital Market or such other national securities exchange on which the Class A Common Stock is listed for trading as of the applicable B-9 Reset Date as reported by Bloomberg Financial Markets or an equivalent reporting service as determined by the Company (the “Prevailing Market Price”), provided that in no event shall the reset B-9 Conversion Price be (a) less than 75% of the initial B-9 Conversion Price or (b) higher than the initial B-9 Conversion Price, in each case subject to adjustments for stock dividends, splits or combinations, reorganizations, recapitalizations or similar transactions. As further described in the B-9 Certificate of Designation, the Company will not issue any shares of Class A Common Stock upon conversion of any Series B-9 Preferred Stock if the issuance of such shares of Class A Common Stock would exceed the Exchange Cap (as defined below), except that such limitation shall not apply in the event that the Company obtains the approval of its stockholders as required by the applicable rules and regulations of The Nasdaq Stock Market, LLC (“Nasdaq”) for issuances of shares of Class A Common Stock in excess of the Exchange Cap.
Mandatory Conversion
Each outstanding share of Series B-9 Preferred Stock will automatically convert into a number of shares of Class A Common Stock (the “B-9 Mandatory Conversion”) as is determined by the B-9 Conversion Rate then in effect on the date (the “B-9 Mandatory Conversion Date”) that is the earliest to occur of: (a) the last day of the month in which the fifth anniversary of the B-9 Original Issue Date occurs, if either the Company has filed all annual reports on Form 10-K and quarterly reports on Form 10-Q that are then required to have been filed in the preceding twelve months with the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or a resale registration statement with respect to the shares of Class A Common Stock underlying the Series B-9 Preferred Stock (the “B-9 Resale Registration Statement”) has become effective and is in full force and effect at the time of such B-9 Mandatory Conversion and (b) if the conditions of clause (a) are not met on the date that is the last day of the month in which the fifth anniversary of the B-9 Original Issue Date occurs, the first date thereafter on which any shares of Series B-9 Preferred Stock may be resold pursuant to Rule 144 under the Securities Act, or the B-9 Resale Registration Statement has become effective. Notwithstanding the foregoing, the Series B-9 Preferred Stock shall not convert into Class A Common Stock to the extent such conversion would cause a holder to exceed (i) 4.99% (the “B-9 Beneficial Ownership Limitation”) of the number of shares of the Class A Common Stock outstanding immediately after giving effect to the issuance of shares of Class A Common Stock issuable upon conversion of Series B-9 Preferred Stock held by the applicable holder or (ii) the aggregate number of shares of Class A Common Stock that the Company may issue upon conversion of the Series B-9 Preferred Stock without breaching the Company’s obligations under the rules and regulations of Nasdaq (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”). To the extent a conversion would cause a holder to exceed the B-9 Beneficial Ownership Limitation or Exchange Cap, as applicable, the conversion of the portion of such conversion that would exceed the B-9 Beneficial Ownership Limitation or Exchange Cap, as applicable, shall be delayed until the first day the conversion of such portion would not cause the holder to exceed the B-9 Beneficial Ownership Limitation or, with respect to the Exchange Cap, when stockholder approval as required by the applicable rules and regulations of Nasdaq has been obtained. Further, to the extent any such share of Series B-9 Preferred Stock has not otherwise automatically converted into shares of Class A Common Stock, the B-9 Conversion Price for such shares shall be subject to additional resets on the terms described in the B-9 Certificate of Designation on the last date of each month.
Ranking
Series B-9 Preferred Stock will, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company, rank: (a) pari passu to the Class A Common Stock; (b) junior with respect to the Company’s Series A Convertible Preferred Stock, par value $0.001 per share, Series B-1 Resettable Convertible Preferred Stock, par value $0.001 per share, Series B-2 Resettable Convertible Preferred Stock, par value $0.001 per share, Series B-3 Resettable Convertible Preferred Stock, par value $0.001 per share, Series B-4 Resettable Convertible Preferred Stock, par value $0.001 per share, Series B-5 Resettable Convertible Preferred Stock, par value $0.001 per share, Series B-6 Resettable Convertible Preferred Stock, par value $0.001 per share, Series B-7 Resettable Convertible Preferred Stock, par value $0.001 per share and Series B-8 Resettable Convertible Preferred Stock, par value $0.001 per share; (c) senior, pari passu or junior with respect to any other series of preferred stock, as set forth in the Certificate of Designation with respect to such preferred stock; and (d) junior to all existing and future indebtedness of the Company.
Liquidation Preference
In the event of any liquidation or dissolution of the Company, the holders of Series B-9 Preferred Stock shall be entitled receive, pro rata with the holders of the Company’s Class A Common Stock, and any other shares of preferred stock of the Company identified as “Designated Preferred Stock,” a per share amount equal to such amount per share as would have been payable had all shares of Series B-9 Preferred Stock been converted to Class A Common Stock pursuant to Section 8 of the B-9 Certificate of Designation (without giving effect to any ownership limitations therein) immediately prior to such liquidation or dissolution of the Company (the “Liquidation Preference”). The Series B-9 Preferred Stock shall be a series of Designated Preferred Stock.
Dividends
Dividends will be paid on the Series B-9 Preferred Stock on an as-converted basis when, as, and if paid on the Class A Common Stock.
Voting Rights
Except as required by law, the holders of Series B-9 Preferred Stock shall not be entitled to vote at any meeting of the stockholders for election of members of the Board of Directors of the Company or for any other purpose or otherwise to participate in any action taken by the Company or the stockholders thereof, or to receive notice of any meeting of stockholders.
The foregoing summary of the B-9 Certificate of Designation does not purport to be complete and is subject to, and qualified in its entirety by, such document, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On January 8, 2026, the Company issued a press release announcing the closing of the Transaction.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as expressly set forth in such filing.
Item 9.01 Exhibits and Financial Statements.
(d) Exhibits.
Exhibit No. |
Description of Exhibit | |
| 3.1 | Certificate of Designation of Series B-9 Resettable Convertible Preferred Stock. | |
| 99.1 | Press Release issued by Beneficient on January 8, 2026. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
Cautionary Note Regarding Forward-Looking Statements
Except for the historical information contained herein, the matters set forth in this Current Report on Form 8-K are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this Current Report include, without limitation, statements related to the Transaction and the issuance of Class A Common Stock upon conversion of the Series B-9 Preferred Stock. These and other forward-looking statements are based on management’s current views and assumptions and involve risks and uncertainties that could significantly affect expected results. Important factors that could cause actual results to differ materially from those expressed in the forward-looking statements include, among other things, the risks, uncertainties, and factors set forth under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and its subsequently filed Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date they are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events, or circumstances or other changes affecting such statements except to the extent required by applicable law.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
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 | ||
| By: | /s/ Gregory W. Ezell | |
| Name: | Gregory W. Ezell | |
| Title: | Chief Financial Officer | |
| Dated: January 8, 2026 | ||
Exhibit 3.1
Exhibit 99.1
Beneficient Enters into $3 Million GP Primary Capital Transaction
DALLAS, January 8, 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, today announced it has closed on the financing of an approximately $3 million primary capital commitment for Cork & Vines Fund I, LP (“Fund”), a fund managed by Cork & Vines GP, LP, an asset manager investing in opportunities within the premium experiential, luxury dining segment with a differentiated culinary and strategic wine program focus.
The transaction follows the Company’s initial GP Primary Capital transaction with Cork & Vines that closed in early 2025. In exchange for an interest in the Fund, the Fund received approximately $3 million in stated value of shares of the Company’s Resettable Convertible Preferred Stock (the “Preferred Stock”), which is convertible at the election of the holder into shares of the Company’s Class A common stock, subject to the terms and conditions of the transaction documents. As a result of the transaction, the collateral for the Company’s ExAlt loan portfolio is expected to increase by approximately $3 million of interests in alternative assets.
“We are excited by our second closing with Cork & Vines and the continued expansion of our GP Primary Capital Program,” said James Silk, Beneficient Interim CEO. “It’s a great way to start the new year as we work to continue to close transactions that drive shareholder value and enhance the value of the collateral backing our ExAlt loan portfolio.”
Beneficient’s GP Primary Commitment Program is focused on providing primary capital solutions and financing anchor commitments to general partners during their fundraising efforts while immediately deploying capital into our equity. Through the program, Beneficient seeks to help satisfy the up to $330 billion of potential demand for primary commitments to meet fundraising needs.
About Beneficient
Beneficient (Nasdaq: BENF) – Ben, for short – is on a mission to democratize the global alternative asset investment market by providing traditionally underserved investors − mid-to-high net worth individuals, small-to-midsized institutions and General Partners seeking exit options, anchor commitments and valued-added services for their funds− with solutions that could help them unlock the value in their alternative assets.
Its subsidiary, Beneficient Fiduciary Financial, L.L.C., received its charter under the State of Kansas’ Technology-Enabled Fiduciary Financial Institution (TEFFI) Act and is subject to regulatory oversight by the Office of the State Bank Commissioner.
For more information, visit www.trustben.com or follow us on LinkedIn.
Contacts
Matt Kreps: 214-597-8200, mkreps@darrowir.com
Michael Wetherington: 214-284-1199, mwetherington@darrowir.com
Investor Relations: investors@beneficient.com
Forward Looking Statements
Except for the historical information contained herein, the matters set forth in this press release are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding the Transactions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are based on our management’s beliefs, as well as assumptions made by, and information currently available to, them. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected.
Important factors that could cause actual results to differ materially from those expressed in the forward-looking statements include, among others: the ultimate outcome of the Transactions, including obtaining the requisite vote of securityholders, and the risks, uncertainties, and factors set forth under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and its subsequently filed Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date they are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events, or circumstances or other changes affecting such statements except to the extent required by applicable law.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.