Beneficient 8-K, filed Dec 2, 2025
Beneficient (BENF)
About this 8-K
Beneficient filed this 8-K on December 2, 2025, reporting on events of December 1, 2025.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| and one share of Series A convertible preferred stock, par value $0.001 per share |
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On December 1, 2025, Beneficient (the “Company”) held a Special Meeting of Stockholders (the “Meeting”). A total of 104,935,251 shares of the Company’s Class A common stock, $0.001 par value per share (the “Class A Common Stock”), and 17,763 shares of the Company’s Class B common stock, $0.001 par value per share (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”) were present in person or represented by proxy at the Meeting, representing approximately 92.8% of the Company’s total voting power as of the October 27, 2025 record date. The following are the voting results for the proposals considered and voted upon at the Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on November 6, 2025.
Proposal 1: To approve (i) a reverse stock split with respect to the Company’s issued and outstanding shares of Common Stock at a ratio in the range of any whole number between 1-for-5 and 1-for-100, with the exact ratio to be determined at the discretion of the Board of Directors (the “Board”), and effected at such time and date, if at all, as determined by the Board, and (ii) a simultaneous proportionate reduction in the authorized shares of each class of Common Stock as required by Nevada Revised Statutes Section 78.207.
| FOR | AGAINST | ABSTAIN | ||
| 104,347,103 | 590,121 | 15,784 |
Proposal 2: To approve an adjournment of the Meeting, to a later date or dates, if necessary or appropriate, to permit the further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1.
| FOR | AGAINST | ABSTAIN | ||
| 104,304,768 | 578,315 | 69,931 |
Based on the foregoing votes, both Proposal 1 and Proposal 2 were approved. No other matters were submitted to or voted on by the Company’s stockholders at the Meeting.
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: | December 2, 2025 | |