Beneficient Files 8-K on Security Holder Rights

Ticker: BENFW · Form: 8-K · Filed: Dec 11, 2025 · CIK: 1775734

Sentiment: neutral

Topics: corporate-governance, filing-update

Related Tickers: BENF

TL;DR

Beneficient 8-K: Changes to security holder rights and corporate docs filed Dec 10, 2025.

AI Summary

On December 10, 2025, Beneficient filed an 8-K report detailing material modifications to the rights of security holders and amendments to its articles of incorporation. The filing also includes Regulation FD disclosures and financial statements. Beneficient, formerly known as Beneficient Co Group, L.P., is incorporated in Nevada and headquartered in Dallas, Texas.

Why It Matters

This filing indicates significant changes in Beneficient's corporate structure or security holder agreements, which could impact the rights and value of existing shares and warrants.

Risk Assessment

Risk Level: medium — Filings concerning modifications to security holder rights and corporate documents can introduce uncertainty and potential risks for investors.

Key Players & Entities

FAQ

What specific material modifications were made to the rights of security holders?

The filing indicates material modifications to the rights of security holders, but the specific details of these modifications are not provided in the summary information.

What are the key items reported in this 8-K filing?

The key items reported are Material Modifications to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, and Financial Statements and Exhibits.

When was the earliest event reported in this filing?

The earliest event reported in this filing occurred on December 10, 2025.

What is Beneficient's primary business classification?

Beneficient's Standard Industrial Classification is FINANCE SERVICES [6199].

What was Beneficient's former company name?

Beneficient's former company name was Beneficient Co Group, L.P.

Filing Stats: 1,384 words · 6 min read · ~5 pages · Grade level 11.1 · Accepted 2025-12-11 07:45:25

Key Financial Figures

Filing Documents

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. As previously disclosed, at the special meeting of stockholders of Beneficient (the "Company") held on December 1, 2025, the Company obtained stockholder approval for a reverse stock split of the Company's Class A common stock, par value $0.001 per share (the "Class A Common Stock"), and Class B common stock, par value $0.001 per share (the "Class B Common Stock" and together with the Class A Common Stock, the "Common Stock") at a ratio in the range of any whole number between 1-for-5 and 1-for-100 (the "Reverse Stock Split") and a simultaneous proportionate reduction in the authorized shares of each class of Common Stock as required by Nevada Revised Statutes Section 78.207. The Board of Directors of the Company (the "Board") subsequently approved a Reverse Stock Split ratio of 1-for-8 to be effective December 15, 2025. In connection with the Reverse Stock Split, on December 10, 2025, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effect the Reverse Stock Split at a ratio of 1-for-8 and a simultaneous proportionate reduction in the authorized shares of each class of Common Stock. The Reverse Stock Split is expected to become effective at 12:01 a.m. Eastern Time on December 15, 2025 (the "Effective Time"). At the Effective Time, every eight shares of the Company's issued and outstanding Common Stock will automatically convert into one share of Common Stock, without any change in the par value per share. In addition, as a result of the Reverse Stock Split, the number of the Company's authorized shares of Class A Common Stock and Class B Common Stock will be proportionally reduced from 5,000,000,000 and 250,000, respectively, to 625,000,000 and 31,250, respectively. The Reverse Stock Split will also effect a reduction in the number of shares issuable pursuant to the Company's equity awards, warrants and convertible preferred stock outstanding as of the E

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information required by this Item 5.03 is set forth in Item 3.03 above, which information is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 11, 2025, the Company issued a press release announcing an anticipated effective date of December 15, 2025 for the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. 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 Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing.

01 Exhibits and Financial Statements

Item 9.01 Exhibits and Financial Statements. (d) Exhibits. Exhibit No. Description of Exhibit 3.1 Certificate of Change to the Articles of Incorporation, filed December 10, 2025. 99.1 Press Release of Beneficient issued December 11, 2025. 104 Cover Page Interactive Data File (formatted as Inline XBRL). Forward-Looking This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the effective date of the Reverse Stock Split and the trading of the Class A Common Stock on a split-adjusted basis. These statements are based on management's current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. For other important factors that could cause actual results to differ materially from the forward-looking statements in this Current Report on Form 8-K, please see the risks and uncertainties identified under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended March 31, 2025, as updated by the Company's Quarterly Report on Form 10-Q for the quarters ended June 30, 2025 and September 30, 2025, each of which is available on the Company's Investor Relations website at www.trustben.com and on the Securities and Exchange Commission website at www.sec.gov. All forward-looking statements reflect the Company's beliefs and assumptions only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update forward-looking sta

SIGNATURES

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 11, 2025

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