Beneficient 8-K

What Happened

• On January 5, 2026, Beneficient (BENF) closed a primary capital transaction through a subsidiary and issued 302,273 shares of Series B‑9 Resettable Convertible Preferred Stock to a customer in exchange for a limited partner interest in an investment fund with a net asset value of $3,022,728. The company filed a Certificate of Designation for the Series B‑9 on January 5, 2026 and issued a related press release on January 8, 2026. The issuance was not registered under the Securities Act and relied on Section 4(a)(2) and Regulation D exemptions.

Key Details

• Number issued: 302,273 shares of Series B‑9 Preferred Stock.
• Conversion terms: initially convertible into Class A common stock at a conversion price of $7.1332 per share (subject to monthly resets and a floor of $5.3499). A maximum of 565,007 Class A shares may be issued on conversion.
• Conversion mechanics: holders may opt to convert after two business days’ notice; the conversion price resets monthly to the five‑day trailing VWAP (subject to limits). Mandatory conversion occurs on or after the fifth anniversary if certain reporting or registration conditions are met.
• Ownership and listing limits: conversions are limited so a holder does not exceed a 4.99% beneficial ownership cap and are also subject to the Company’s Nasdaq issuance limits (the “Exchange Cap”).
• Rights: Series B‑9 ranks pari passu with Class A for dividends/liquidation on an as‑converted basis, is junior to certain other preferred series and to indebtedness, pays dividends only as‑converted, and generally carries no voting rights.

Why It Matters

• This raises capital for Beneficient via a non‑public transaction that can convert into a material number of Class A shares (up to 565,007), which could affect share count and dilution if conversions occur. Conversion price resets and ownership limits may delay or limit share issuance. Investors should note the unregistered nature of the issuance, the conversion mechanics (including the reset feature and floor), and the potential impact on outstanding shares if the preferred stock converts in the future.