Beneficient 8-K

What Happened

• Beneficient (BENF) filed an 8-K reporting that on April 8, 2026 (agreements entered April 7, 2026) a subsidiary closed a transaction acquiring a limited partner interest in an investment fund with a net asset value of $8.75 million. In connection with the transaction the company issued 875,214 shares of Series B-10 Resettable Convertible Preferred Stock to the customer. The company reports an unrealized pro rata gain of approximately $1.2 million from the transaction. The preferred shares were issued in an unregistered private placement relying on Section 4(a)(2) and Regulation D.

Key Details

• Issued: 875,214 shares of Series B-10 Resettable Convertible Preferred Stock (filed Certificate of Designation April 8, 2026).
• Conversion terms: initially convertible at $3.5479 per Class A share (B-10 Conversion Price); conversion price resets monthly to the 5-day trailing VWAP (with a floor of $1.2418 and cannot exceed the initial price).
• Maximum potential dilution: up to 7,047,947 Class A shares may be issued if conversion occurs at the floor price.
• Conversion limits: conversions may be delayed to prevent a holder exceeding a 4.99% beneficial ownership cap and to comply with Nasdaq “Exchange Cap”; stockholder approval will be sought if required by Nasdaq rules.
• Other terms: no regular voting rights (except as required by law); dividends and liquidation rights are on an “as‑converted” basis; mandatory conversion triggers tied to filing requirements or resale registration (five‑year framework).

Why It Matters

• This transaction recognizes a near‑term unrealized gain (~$1.2M) and brings a new class of convertible preferred stock that can convert into a material number of Class A shares, creating potential dilution for existing holders (up to ~7.05M shares in the extreme).
• Conversion is subject to monthly resets and ownership/exchange limits, and the company will seek any required shareholder approval for issuances that would exceed Nasdaq limits — investors should watch forthcoming proxy materials and filings for details and any vote that could enable additional share issuance.
• The shares were issued in a private placement (not SEC‑registered), so conversion and resale mechanics and timing will determine actual dilution and liquidity impact.