Beneficient Announces Issuance of Series B-11 Preferred in $7.44M Transaction

What Happened

• Beneficient (BENF) filed an 8-K saying that on July 10, 2026 one of its subsidiaries closed a primary capital transaction to acquire a limited partner interest in an investment fund with a net asset value of $7.44 million. In exchange, the counterparty received 744,455 shares of newly designated Series B-11 Resettable Convertible Preferred Stock.
• The Company filed the Certificate of Designation for the Series B-11 Preferred with the Nevada Secretary of State (effective July 10, 2026) and issued a press release on July 13, 2026. The shares were issued in a private (unregistered) transaction relying on Section 4(a)(2) and Regulation D exemptions.

Key Details

• Shares issued: 744,455 shares of Series B-11 Preferred Stock.
• Conversion mechanics: initial conversion price $3.6514 per share (B-11 Conversion Price); convertible into Class A common stock at a rate equal to $10.00 ÷ current B-11 Conversion Price. Up to 4,077,642 Class A shares may be issued upon full conversion.
• Price resets: conversion price resets monthly (each month-end) to the 5-day trailing VWAP on the applicable exchange, but will never exceed the initial $3.6514 nor fall below 50% of it (floor $1.8257), subject to customary adjustments.
• Limits and timing: conversions are subject to (a) a 4.99% beneficial ownership cap per holder and (b) an “Exchange Cap” tied to Nasdaq share-issuance rules; conversions that would exceed those limits are delayed until permitted or until stockholder approval is obtained. Mandatory conversion triggers occur on or after the fifth anniversary if reporting/resale registration conditions are met (or Rule 144 resale becomes available).

Why It Matters

• Potential dilution: if converted in full, the Series B-11 could add as many as 4,077,642 Class A shares, which is material for existing shareholders to monitor. Conversion timing and monthly resets mean the ultimate number of shares issued depends on future market prices.
• Limits may reduce immediate dilution: the 4.99% beneficial ownership cap and Nasdaq-related Exchange Cap can delay or limit conversions unless the Company obtains stockholder approval.
• Next steps for investors: the Company expects to file proxy materials seeking any required shareholder approvals for issuances beyond Nasdaq limits; retail investors should watch for that proxy filing, future resale registration activity, and any filings that affect the conversion timeline or share count.