Beneficient — fact timeline

Beneficient issued 875,214 shares of the Company's Series B-10 Resettable Convertible Preferred Stock of preferred stock to a customer for limited partner interest in an investment fund with a net asset value of $8.75 million.

“On April 8, 2026, Beneficient, a Nevada corporation (the “Company”), through one of its subsidiaries, funded the closing of a primary capital transaction pursuant to definitive agreements entered into on April 7, 2026 with a customer with respect to a limited partner interest in an investment fund with a net asset value of $8.75 million (the “Transaction”). Pursuant to the Transaction, the Company’s customized trust vehicles acquired a limited partner interest, and in exchange for such, the customer received 875,214 shares of the Company’s Series B-10 Resettable Convertible Preferred Stock”

Beneficient: Filed a certificate of designation for Series B-10 Preferred Stock, designating rights, preferences, privileges, and restrictions (effective 2026-04-08).

“On April 8, 2026, the Company filed a certificate of designation (the “B-10 Certificate of Designation”) with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of the Series B-10 Preferred Stock.”

Beneficient issued 149,904 shares of common stock to HH-BDH, LLC for aggregate value of $572,588.

“the Company agreed to issue HH-BDH 149,904 shares of the Company’s Class A common stock, par value $0.001 per share (the “Class A common stock” and such shares, the “HH-BDH Shares”), having an aggregate value of $572,588 based on the five-day volumed-weighted average price per share of the Class A common stock on March 10, 2026”

Beneficient amended Letter Agreement with HH-BDH, LLC valued at $1.66 million (effective 2026-03-10).

“On March 10, 2026, HH-BDH and the Loan Parties entered into that certain Letter Agreement (the “Letter Agreement”), pursuant to which the Credit Agreement was amended to provide for the payment of the remaining $1.66 million in interest and fees outstanding under the Credit Agreement.”

Beneficient issued 302,273 shares of the Company's Series B-9 Resettable Convertible Preferred Stock of preferred stock to a customer for limited partner interest in an investment fund with a net asset value of $3,022,728.

“On January 5, 2026, Beneficient, a Nevada corporation (the “Company”), through one of its subsidiaries, funded the closing of a primary capital transaction pursuant to definitive agreements entered into on December 31, 2025 with a customer with respect to a limited partner interest in an investment fund with a net asset value of $3,022,728 (the “Transaction”). Pursuant to the Transaction, the Company’s customized trust vehicles acquired a limited partner interest, and in exchange for such, the customer received 302,273 shares of the Company’s Series B-9 Resettable Convertible Preferred Stock, par value $0.001 per share (the “Series B-9 Preferred Stock”), with such Series B-9 Preferred Stock being convertible into shares of the Company’s Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”).”

Beneficient: Filed a certificate of designation for Series B-9 Preferred Stock, setting terms including conversion rights, price reset, and ranking (effective 2026-01-05).

“On January 5, 2026, the Company filed a certificate of designation (the “B-9 Certificate of Designation”) with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of the Series B-9 Preferred Stock.”

Beneficient: Approved a 1-for-8 reverse stock split and proportionate reduction in authorized shares of Class A and Class B common stock, effective December 15, 2025 (effective 2025-12-15).

“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”).”

Beneficient issued 101,294,288 shares of Class A Common Stock of common stock to certain holders of Preferred Series A Subclass 1 Unit Accounts for converted $52.6 million of such Preferred A-1 Unit Accounts.

“On October 15, 2025, certain holders of Preferred Series A Subclass 1 Unit Accounts (“Preferred A-1 Unit Accounts”) of Beneficient Company Holdings, L.P. (“BCH”), a subsidiary of Beneficient (the “Company”), that were issued prior to the Company’s initial listing on The Nasdaq Stock Market, LLC, elected to convert $52.6 million of such Preferred A-1 Unit Accounts for Class S Ordinary Units of BCH, which were subsequently contemporaneously exchanged for shares of Class A common stock, par value $0.001 per share, of the Company (the “Class A Common Stock”) (such transaction, the “Limited Conversion”). The Limited Conversion resulted in the issuance of 101,294,288 shares of Class A Common Stock”

Beneficient received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).

“October 3, 2025, Beneficient (the “Company”) was notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that because the Company’s Form 10-K for the fiscal year ended March 31, 2025 reported a stockholders’ equity of ($34,925,000), the Company was in non-compliance with the minimum stockholders’ equity requirement set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”), which could also serve as a separate and additional basis for delisting in addition to the matters described below (such letter, the “Additional Determination Le”

Beneficient received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“January 17, 2025, the Company received a letter (the “January 2025 Notice”) from Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”) because the bid price for the Company’s Class A common stock had closed below the $1.00 per share minimum threshold required for continued listing on The Nasdaq Capital Market for the previous 30 consecutive business days. The January 2025 Notice provided the Company a 180-calendar day period to regain compliance with the Bid Price Requirement, through July 14, 2025. As also previously disclosed”

Beneficient received a nasdaq noncompliance notice notice regarding late filing (rules 5250(c)(1)).

“August 18, 2025, Beneficient (the “Company”) was notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that because the Company had not yet filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 with the Securities and Exchange Commission (the “SEC”), the Company was in non-compliance with the periodic reporting requirement set forth in Nasdaq Listing Rule 5250(c)(1) (the “Filing Requirement”), which could also serve as a separate and additional basis for delisting in addition to the issues described below (such letter, the “Additional”

Beneficient reported a default on credit facility of $11.6 million (including an unamortized discount thereon) of debt outstanding derived from the term loan with HH-BDH with HH-BDH LLC.

“(“Ben Financing”), and BCH, as guarantor, and HH-BDH, as administrative agent (as amended, the “HH-BDH Credit Agreement”). As of June 30, 2025, Ben Financing had approximately $11.6 million (including an unamortized discount thereon) of debt outstanding derived from the term loan with HH-BDH. The HH-BDH Credit Agreement provides that the occurrence of an event of”

Beneficient reported a default on credit facility of $94.4 million (including an unamortized premium thereon) of debt outstanding derived from the loans pursuant to the Cred with HCLP Nominees, L.L.C. at 11.5% per annum.

“Agreement, after as well as before judgment, at a rate equal to 11.5% per annum and such accrued interest shall be payable on demand. As of June 30, 2025, BCH had approximately $94.4 million (including an unamortized premium thereon) of debt outstanding derived from the loans pursuant to the Credit Agreements. In addition, unpaid interest of $20.8 million was accrued”

Beneficient received a nasdaq delisting notice notice regarding late filing (rules 5250(c)(1)).

“ny has not yet filed its Annual Report on Form 10-K for the fiscal year ending March 31, 2025 with the Securities and Exchange Commission and, as such, the Determination Letter also notified the Company that its non-compliance with the periodic reporting requirement set forth in Nasdaq Listing Rule 5250(c)(1) (the “ Filing Requirement ”) could serve as a separate and additional basis for delisting. In addition to the Company’s request for a hearing before the Panel and in accordance with Nasdaq Listing Rule 5815(a)(1), the Company also plans to timely submit a request for a further extension o”

Beneficient received a nasdaq delisting notice notice regarding minimum bid price (rules 5550(a)(2)).

“ny has not yet filed its Annual Report on Form 10-K for the fiscal year ending March 31, 2025 with the Securities and Exchange Commission and, as such, the Determination Letter also notified the Company that its non-compliance with the periodic reporting requirement set forth in Nasdaq Listing Rule 5250(c)(1) (the “ Filing Requirement ”) could serve as a separate and additional basis for delisting. In addition to the Company’s request for a hearing before the Panel and in accordance with Nasdaq Listing Rule 5815(a)(1), the Company also plans to timely submit a request for a further extension o”

Beneficient: Filed Series B-8 Certificate of Designation designating rights, preferences, and restrictions of Series B-8 Preferred Stock (effective 2025-06-17).

“On June 17, 2025, the Company filed a certificate of designation (the “B-8 Certificate of Designation”) with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of the Series B-8 Preferred Stock.”

Beneficient: Filed certificate of designation for Series B-7 Preferred Stock, setting forth rights, preferences, and restrictions (effective 2025-04-21).

“On April 21, 2025, the Company filed a certificate of designation (the "B-7 Certificate of Designation") with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of the Series B-7 Preferred Stock.”

Beneficient: Filed certificate of designation for Series B-6 Preferred Stock, establishing rights, preferences, and restrictions (effective 2025-04-04).

“On April 4, 2025, the Company filed a certificate of designation (the “B-6 Certificate of Designation”) with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of the Series B-6 Preferred Stock.”

Beneficient received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“January 13, 2025, Beneficient (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the previous 30 consecutive business days, the closing bid price for the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), had been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). The Notice has no effect at this time on the Class A Comm”

Beneficient received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“January 13, 2025, Beneficient (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the previo”

Beneficient: Filed Certificate of Designation designating Series B-5 Preferred Stock rights, preferences, privileges, and restrictions (effective 2024-12-30).

“On December 30, 2024, the Company filed a certificate of designation (the “B-5 Certificate of Designation”) with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of the Series B-5 Preferred Stock.”

Karen Wendel was appointed as Director at Beneficient.

“On November 21, 2024, the board of directors (the “Board”) of the Company appointed Karen Wendel to serve as a director of the Company, effective November 21, 2024.”

Beneficient: Increased authorized shares of Class A common stock from 18,750,000 to 5,000,000,000 (effective 2024-10-02).

“On October 2, 2024, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Articles of Incorporation (the “Articles of Incorporation”) with the Secretary of State of the State of Nevada to increase the number of authorized shares of Class A common stock from 18,750,000 to 5,000,000,000.”

Patrick J. Donegan was appointed as Director at Beneficient.

“On September 30, 2024, the board of directors (the “Board”) of the Company appointed Patrick J. Donegan to serve as a director of the Company, effective September 30, 2024.”

Dennis P. Lockhart resigned as Member of the Board and the Audit Committee at Beneficient.

“Also on July 19, 2024, Dennis P. Lockhart resigned as a member of the Board and the Audit Committee effective immediately (the "Lockhart Resignation" and together with the Hill Resignation, the "Resignations").”

Emily B. Hill resigned as Member of the Board and the Audit Committee at Beneficient.

“On July 19, 2024, Emily B. Hill delivered notice of resignation as a member of the Board and the Audit Committee effective September 30, 2024 (the "Hill Resignation").”

James G. Silk resigned as Executive Vice President and Chief Legal Officer at Beneficient.

“On April 29, 2024, James G. Silk resigned as a member of the Board of Directors (the “Board”) of Beneficient (the “Company” or “Ben”) and from his role as Executive Vice President and Chief Legal Officer of the Company effective May 10, 2024.”

Beneficient: Reverse stock split at ratio of 1-for-80 and proportionate reduction in authorized shares via Certificate of Change (effective 2024-04-18).

“On April 15, 2024, 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-80 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 April 18, 2024 (the “Effective Time”).”

Beneficient: Filed a certificate of designation creating Series B-4 Preferred Stock (effective 2024-03-27).

“On March 27, 2024, the Company filed a certificate of designation (the “B-4 Certificate of Designation”) with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of the Series B-4 Preferred Stock.”

Beneficient received a nasdaq delisting notice notice regarding minimum bid price (rules 5450(a)(1), 5810(c)(3)(A)(iii)).

“March 22, 2024, the Company received a letter from Nasdaq advising that the Nasdaq Staff (the “Staff”) had determined that, as of March 21, 2024, the Company’s Class A Common Stock had a closing bid price of $0.10 or less for at least ten consecutive trading days. Accordingly, the Company is subject to the provisions contemplated under Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stocks Rule”). As a result, the Staff determined to delist the Company’s securities from The Nasdaq Capital Market (the “Staff Determination”), unless the Company timely requests a hearing before the Nasdaq Hearin”

Beneficient shareholders approved Approve a reverse stock split with respect to the Company’s issued and outstanding shares of Common Stock at a ratio in the range of 1-for-10 to 1-for-100, with the exact ratio to be determined at the discretion of the Board, and a simultaneous proportionate reduction in the authorized shares of eac at the 2024-03-21 meeting.

“Proposal 1: To approve (i) a reverse stock split with respect to the Company’s issued and outstanding shares of Common Stock at a ratio in the range of 1-for-10 to 1-for-100, with the exact ratio to be determined at the discretion of the Board of Directors (the “Board”), and effected at such time and date, if at all, as determined by the Board, and (ii) a simultaneous proportionate reduction in the authorized shares of each class of Common Stock as required by Nevada Revised Statues Section 78.207. FOR AGAINST ABSTAIN 399,526,380 56,662 6,000”

Richard W. Fisher retired as member of the Board of Directors at Beneficient.

“On March 1, 2024, Richard W. Fisher retired as a member of the Board of Directors (the “Board”) of Beneficient (the “Company”) effective March 15, 2024.”

Beneficient reported financial results for quarter ended December 31, 2023.

“On February 13, 2024, Beneficient, a Nevada corporation, issued a press release announcing its financial results for the quarter ended December 31, 2023.”

Beneficient: Filed certificate of designation for Series B-3 Preferred Stock, designating rights, preferences, privileges, and restrictions (effective 2024-01-31).

“On January 31, 2024, the Company filed a certificate of designation (the “B-3 Certificate of Designation”) with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of the Series B-3 Preferred Stock.”

Beneficient: Filed certificate of designation for Series B-2 Preferred Stock, designating rights, preferences, privileges, and restrictions (effective 2024-01-31).

“On January 31, 2024, the Company filed a certificate of designation (the “B-2 Certificate of Designation”) with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of the Series B-2 Preferred Stock.”

Beneficient received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1)).

“November 28, 2023, Beneficient (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the previous 30 consecutive business days, the closing bid price for the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), had been below the minimum $1.00 per share required for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Requirement”). The Notice has no effect at this time on the Class A Comm”

Beneficient reported financial results for second quarter fiscal 2024.

“On November 13, 2023, Beneficient, a Nevada corporation, issued a press release announcing its financial results for the quarter ended September 30, 2023.”

Beneficient reported preliminary financial results for the three months ended September 30, 2023.

“The Company is in the process of its quarter-end closing procedures for the three and six months ended September 30, 2023. While conducting its quarter-end closing procedures, the Company identified the following items that it preliminarily expects to record for the quarter ended September 30, 2023: (i) a significant impairment of goodwill resulting from an interim goodwill impairment analysis”

Beneficient incurred term loan of $25.0 million with HH-BDH LLC at Base Rate plus 2.50% or Adjusted Term SOFR plus 3.50% or Adjusted Daily Simple S maturing October 19, 2026.

“The Credit Agreement provides for a three-year term loan in the aggregate principal amount of $25.0 million”

Beneficient entered into Credit Agreement with HH-BDH LLC valued at $25.0 million (effective 2023-10-19).

“On October 19, 2023, Beneficient Financing, L.L.C. (the “Borrower”), a wholly owned subsidiary of Beneficient, a Nevada corporation (the “Company”), and Beneficient Company Holdings, L.P., as guarantor (the “Guarantor” and together with the Borrower, the “Loan Parties”), entered into a Credit and Guaranty Agreement (the “Credit Agreement”) with HH-BDH LLC (the “Lender”), as administrative agent.”

Beneficient: Filed a certificate of designation designating rights, preferences, privileges and restrictions of Series B-1 Preferred Stock (effective 2023-08-01).

“On August 1, 2023, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of the Series B-1 Preferred Stock.”

Beneficient entered into Standby Equity Purchase Agreement with YA II PN, Ltd. ("Yorkville") valued at $250,000,000 (effective 2023-06-27).

“On June 27, 2023, Beneficient, a Nevada corporation (“ Beneficient ”), entered into a Standby Equity Purchase Agreement (the “ SEPA ”) with YA II PN, Ltd. (“ Yorkville ”). Pursuant to the SEPA, the Company shall have the right, but not the obligation, to sell to Yorkville up to $250,000,000 of Class A common stock”

Beneficient: Adopted new articles of incorporation, certificate of designation for Series A preferred stock, and bylaws in connection with the Conversion.

“Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the Conversion, the Company adopted articles of incorporation (“Articles of Incorporation”), a certificate of designation for the Beneficient Series A preferred stock (“Certificate of Designation”) and bylaws (“Bylaws”).”

Beneficient amended Consent and Amendment No. 6 to Second Amended and Restated Second Lien Credit Agreement with HCLP Nominees L.L.C. (effective 2023-06-05).

“and (b) that certain Consent and Amendment No. 6 to Second Amended and Restated Second Lien Credit Agreement (the “Second Lien Amendment,” and together with the First Lien Amendment, the “Amendments”), which amended the Second Amended and Restated Second Lien Credit Agreement dated as of August 13, 2020 among BCH, HCLP and the other parties thereto”

Beneficient amended Consent and Amendment No. 6 to Second Amended and Restated Credit Agreement with HCLP Nominees L.L.C. (effective 2023-06-05).

“On June 5, 2023, Beneficient Company Holdings, L.P., a Delaware limited partnership and wholly-owned subsidiary of the Company (“BCH”), entered into (a) that certain Consent and Amendment No. 6 to Second Amended and Restated Credit Agreement (the “First Lien Amendment”), which amended the Second Amended and Restated Credit Agreement dated as of August 13, 2020, among BCH, HCLP Nominees L.L.C., a Delaware limited liability company (“HCLP”) and the other parties thereto”

Brad K. Heppner was appointed as Chairman of the Board at Beneficient.

“In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors.”

Derek L. Fletcher was appointed as Director at Beneficient.

“In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors.”

James G. Silk was appointed as Director at Beneficient.

“In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors.”

Dennis P. Lockhart was appointed as Director at Beneficient.

“In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors.”

Emily B. Hill was appointed as Director at Beneficient.

“In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors.”