Beneficient PRE 14A, filed Oct 27, 2025

Beneficient (BENF)

PRE 14A 2025-10-27 For: 2025-10-27

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Added on October 19, 2026

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1.	To approve, pursuant to Nevada Revised Statutes (“NRS”) Section 78.207 and the Company’s Articles of Incorporation, a reverse stock split of all of the outstanding shares of our Class A common stock, par value $0.001 per share (“Class A Common Stock”) and Class B common stock, par value $0.001 per share (“Class B Common Stock” and together, with the Class A Common Stock, the “Common Stock”), at a ratio ranging from any whole number between 1 for 5 and 1 for 100, as determined by our Board of Directors (the “Board”) in its sole discretion, subject to the Board’s authority to abandon such reverse stock split, together with a proportionate reduction in the authorized shares of each class of Common Stock as required by NRS Section 78.207 (the “Reverse Stock Split Proposal”); and

2.	To approve an adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies in the event that there are insufficient votes for the approval of the Reverse Stock Split Proposal (the “Adjournment Proposal”).

	Page
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING	2
PROPOSAL 1: APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL	9
General	9
Purpose and Background for the Reverse Stock Split	10
Board Discretion to Effect the Reverse Stock Split	12
Risks Associated with the Reverse Stock Split	12
Potential Consequences if the Reverse Stock Split is Not Approved	13
Determination of the Reverse Stock Split Ratio	13
Effectiveness of the Reverse Stock Split	14
Effects of the Reverse Stock Split	14
Shares of Common Stock Issued and Outstanding	17
Procedure for Effecting the Reverse Stock Split	17
Effects of the Authorized Share Reduction	17
Fractional Shares	17
Accounting Treatment of the Reverse Stock Split	18
No Appraisal Rights	18
Anti-Takeover Effects of the Reverse Stock Split	18
Interests of Certain Persons in the Reverse Stock Split	18
Certain U.S. Federal Income Tax Consequences of the Reverse Stock Split	18
Required Vote	19
Board Recommendation	19
PROPOSAL 2: TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE REVERSE STOCK SPLIT	20
Background of and Reasons for the Adjournment Proposal	20
Required Vote	20
Board Recommendation	20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	21
REQUIREMENTS FOR ADVANCE NOTIFICATION OF NOMINATIONS AND STOCKHOLDER PROPOSALS	24
OTHER MATTERS	24
WHERE YOU CAN FIND ADDITIONAL INFORMATION	25

	Before Reverse Stock Split			Reverse Stock Split Ratio of 1 for 10		Reverse Stock Split Ratio of 1 for 50		Reverse Stock Split Ratio of 1 for 100
Number of Shares of Common Stock Authorized		5,000,250,000			500,025,000		100,005,000		50,002,500
Number of Shares of Common Stock Issued and Outstanding		110,997,793	(1)		11,099,779		2,219,956		1,109,978
Number of Shares of Common Stock Reserved for Issuance Pursuant to Outstanding RSUs		874,887	(2)		87,489		17,498		8,749
Issuable under Outstanding Convertible Preferred Stock		51,531,744	(3)		5,153,174		1,030,635		515,317
Authorized but Unissued and Unreserved		4,836,845,576			483,684,558		96,736,912		48,368,456

	Class B Common Stock						Class A Common Stock
Name of Beneficial Owner(1)	Number of Shares of Class B Common Stock Beneficially Owned(2)			Percentage of Outstanding Class B Common Stock			Number of Shares of Class A Common Stock Beneficially Owned(2)			Percentage of Outstanding Class A Common Stock			Percentage of Total Voting Power of Class A and Class B Common Stock(3)
Named Executive Officers and Directors
Brad K. Heppner⁽⁴⁾		221,494	⁽⁵⁾		92.6	%		14,758	⁽⁷⁾		*			2.0	%
Derek L. Fletcher		—			—			3,284	⁽⁸⁾		*			*
Peter T. Cangany, Jr.		—			—			425,981	⁽⁹⁾		*			*
Thomas O. Hicks		16,528	⁽⁶⁾		6.9	%		92,587,265	⁽¹⁰⁾		83.6	%		82.0	%
Bruce W. Schnitzer		1,235			*			11,865	⁽¹¹⁾		*			*
Karen J. Wendel		—			—			257,317	⁽¹²⁾		*			*
Patrick J. Donegan		—			—			188,212	⁽¹³⁾		*			*
James G. Silk		—			—			8,811,978	⁽¹⁴⁾		8.0	%		7.8	%
Jeff Welday⁽¹⁵⁾		—			—			184,399	⁽¹⁶⁾		*			*
All current directors and executive officers of Beneficient as a group (9 individuals)		17,763			7.4	%		102,288,550			92.40	%		90.62	%

1)	For purposes of this table, a person or group of persons is deemed to have beneficial ownership of any shares of Common Stock that such person has the right to acquire within 60 days of the Record Date. For purposes of computing the percentage of outstanding shares of Common Stock held by each person or group of persons named above, any shares of Common Stock that such person or persons have the right to acquire within 60 days of the Record Date is deemed to be outstanding but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.
2)	Class B Common Stock will be convertible at any time by the holder into shares of Class A Common Stock on a one-for-one basis, such that each holder of Class B Common Stock beneficially owns an equivalent number of shares of Class A Common Stock. The number of shares of Class A Common Stock beneficially owned does not give effect to any such conversion of Class B Common Stock.
3)	Percentage of total voting power represents voting power with respect to all shares of our Class A Common Stock and Class B Common Stock, as a single class. Each holder of Class B Common Stock is entitled to 10 votes per share of Class B Common Stock and each holder of Class A Common Stock is entitled to one vote per share of Class A Common Stock on all matters submitted to our stockholders for a vote. The Class A Common Stock and Class B Common Stock vote together as a single class on all matters submitted to a vote of our stockholders, except as may otherwise be required by law and the election of directors by holders of the Class B Common Stock.
4)	Mr. Heppner resigned from the Board of Directors and from his role as Chief Executive Officer effective June 19, 2025.
5)	Represents shares of Class B Common Stock held by Beneficient Holdings, Inc. Beneficient Holdings, Inc. is an entity held by The Highland Business Holdings Trust of which Mr. Heppner is a beneficiary and a trustee and, in such capacity, has the sole power to vote and direct the disposition of such shares. Therefore, such shares are deemed to be beneficially owned by Mr. Heppner and The Highland Business Holdings Trust.
6)	Represents shares of Class B Common Stock held by Hicks Holdings Operating, LLC. Mr. Hicks is the sole member of Hicks Holdings Operating, LLC, and he has the power to vote and direct the disposition of such shares.
7)	Includes (i) 6,846 shares of Class A Common Stock and (ii) 7,912 shares of Class A Common Stock issuable upon settlement of vested restricted stock units held by Mr. Heppner.
8)	Includes (i) 1,199 shares of Class A Common Stock and (ii) 2,085 shares of Class A Common Stock issuable upon settlement of vested restricted stock units held by Mr. Fletcher.
9)	Includes (i) 100,000 shares of Class A Common Stock held by The Cangany Group, LLC, a limited liability company for which Mr. Cangany serves as a manager and, in such capacity, has the power to vote and direct the disposition of such shares, (ii) 325,000 shares of Class A Common Stock held by Cangany Capital Management, LLC, a limited liability company for which Mr. Cangany serves as a manager and, in such capacity, has the power to vote and direct the disposition of such shares, and (iii) 317 shares of Class A Common Stock, and (iv) 664 shares of Class A Common Stock issuable upon settlement of vested restricted stock units held by Mr. Cangany.
10)	Includes (i) 50,755 shares of Class A Common Stock, (ii) 50,000 shares of Class A Common Stock held by CFH Ventures, LTD., a limited liability partnership for which Mr. Hicks serves as the managing member of its general partner and, in such capacity, has the power to vote and direct the disposition of such shares, (iii) 871 shares of Class A Common Stock issuable upon settlement of vested restricted stock units held by Mr. Hicks and (iv) 92,485,639 shares of Class A Common Stock held by Hicks Holdings Operating, LLC, a limited liability company for which Mr. Hicks serves as the sole member and, in such capacity, has the power to vote and direct the disposition of such shares.
11)	Includes (i) 10,991 shares of Class A Common Stock and (ii) 874 shares of Class A Common Stock issuable upon settlement of vested restricted stock units held by Mr. Schnitzer.
12)	Includes (i) 207,317 shares of Class A Common Stock issuable upon settlement of vested restricted stock units held by Ms. Wendel and (ii) the vested or deemed vested portion of a stock option representing the right to purchase 100,000 shares of Class A Common Stock, of which 50,000 shares have vested or will vest within 60 days of the Record Date.
13)	Includes (i) 138,212 shares of Class A Common Stock issuable upon settlement of vested restricted stock units held by Mr. Donegan and (ii) the vested or deemed vested portion of a stock option representing the right to purchase 100,000 shares of Class A Common Stock, of which 50,000 shares have vested or will vest within 60 days of the Record Date.
14)	Includes (i) 8,808,649 shares of Class A Common Stock and (ii) 3,329 shares of Class A Common Stock issuable upon settlement of vested restricted stock units held by Mr. Silk.
15)	Mr. Welday resigned from his role as Global Head of Originations & Distribution effective August 11, 2025.
16)	Includes (i) 87,826 shares of Class A Common Stock, and (ii) 96,573 shares of Class A Common Stock issuable upon settlement of vested restricted stock units held by Mr. Welday.

	As of October 15, 2025⁽¹⁾
(Dollars in thousands)	Hypothetical Capital Account Balance		Capital Account Balance
BCH Equity Securities:
Class A Units held by Beneficient	$	—	$	57,679
Class S Ordinary Units		—		35
Class S Preferred Units		246		—
Preferred Series A Subclass 0		—		252,796
Preferred Series A Subclass 1		905,023		760,895
BCH Equity	$	905,269	$	1,071,406