Core Insights - Beneficient has successfully closed a financing of approximately $3 million for Cork & Vines Fund I, LP, enhancing its capital solutions for holders of alternative assets [1][2] - The transaction involves the issuance of shares of Beneficient's Resettable Convertible Preferred Stock, which can be converted into Class A common stock, thereby increasing the collateral for the ExAlt loan portfolio by the same amount [2][3] - The GP Primary Commitment Program aims to provide primary capital solutions to general partners, addressing a potential demand of up to $330 billion for fundraising needs in the alternative asset market [3] Company Overview - Beneficient is focused on democratizing the global alternative asset investment market, targeting mid-to-high net worth individuals and small-to-midsized institutions [4] - The company offers exit options, anchor commitments, and value-added services to help investors unlock the value in their alternative assets [4] - Beneficient Fiduciary Financial, a subsidiary, operates under the Kansas Technology-Enabled Fiduciary Financial Institution Act, ensuring regulatory oversight [5]

Core Viewpoint - Beneficient has regained compliance with Nasdaq listing requirements, indicating a positive development for the company and its investors [1]. Company Overview - Beneficient (Nasdaq: BENF) aims to democratize the global alternative asset investment market by providing solutions for mid-to-high net worth individuals, small-to-midsized institutions, and general partners seeking exit options and value-added services [2]. Regulatory Compliance - The company’s subsidiary, Beneficient Fiduciary Financial, L.L.C., has received its charter under the Kansas Technology-Enabled Fiduciary Financial Institution (TEFFI) Act and is regulated by the Office of the State Bank Commissioner [3].

Core Viewpoint - Beneficient has appointed Peter T. Cangany Jr. as Chairman of the Board, effective December 15, 2025, to enhance its leadership and strategic direction [1]. Group 1: Leadership Appointment - Peter T. Cangany Jr. has been a director of Beneficient and Chairman of its independent Audit Committee since 2019, bringing extensive experience in financial reporting and corporate governance [2]. - Cangany retired as a partner of Ernst & Young LLP in 2017 after nearly 40 years, specializing in auditing public companies in the financial services sector [3]. - Interim CEO James Silk highlighted Cangany's expertise in financial services and governance as critical for driving long-term value for shareholders [4]. Group 2: Cangany's Background - Cangany has a strong background in advising early-stage and growth-oriented businesses, with significant experience in strategic planning and board oversight [4]. - He holds a B.A. in Accounting from Franklin College and an M.B.A. from Texas A&M University, and is a Certified Public Accountant [5]. Group 3: Company Overview - Beneficient aims to democratize the global alternative asset investment market by providing solutions for mid-to-high net worth individuals and small-to-midsized institutions [6]. - The company's subsidiary, Beneficient Fiduciary Financial, L.L.C., operates under the Technology-Enabled Fiduciary Financial Institution Act and is regulated by the Office of the State Bank Commissioner [7].

Core Viewpoint - Beneficient announced a 1-for-8 reverse stock split of its Class A and Class B common stock to regain compliance with Nasdaq's minimum bid price requirement [1][2]. Group 1: Reverse Stock Split Details - The reverse stock split will combine every eight shares of Beneficient's common stock into one share, reducing the number of shares outstanding significantly [3][5]. - Post-split, the number of issued and outstanding Class A Common Stock will decrease from approximately 110,758,536 to about 13,844,817, and Class B Common Stock will decrease from approximately 239,256 to about 29,907 [5]. - The authorized shares of Class A Common Stock will be reduced from 5,000,000,000 to 625,000,000, and Class B Common Stock from 250,000 to 31,250 [3]. Group 2: Trading and Compliance - Beneficient's Class A Common Stock will continue to trade on Nasdaq under the symbol "BENF" on a split-adjusted basis starting December 15, 2025 [2]. - The reverse stock split is aimed at enabling Beneficient to meet Nasdaq's listing standards [2][10]. Group 3: Shareholder Impact - No fractional shares will be issued; shareholders entitled to a fractional share will receive an additional whole share instead [4]. - Registered stockholders holding shares in book-entry form will not need to take action to receive post-split shares, as adjustments will be made automatically [4].

Core Insights - Beneficient announced the passing of Thomas O. Hicks, its Chairman of the Board, on December 6, 2025, at the age of 79, recognizing his significant contributions to the company and the private equity industry [1][2]. Company Overview - Beneficient (NASDAQ: BENF) aims to democratize the global alternative asset investment market, targeting mid-to-high net worth individuals, small-to-midsized institutions, and General Partners with solutions to unlock value in alternative assets [3]. - The company operates under the regulatory framework of the Technology-Enabled Fiduciary Financial Institution (TEFFI) Act in Kansas, ensuring oversight by the Office of the State Bank Commissioner [3]. Leadership Legacy - Thomas O. Hicks co-founded Hicks & Haas in 1984 and Hicks, Muse, Tate & Furst in 1989, significantly influencing the private equity landscape with his "buy and build" strategy [4]. - Hicks served on Beneficient's Board since 2017 and became Chairman in July 2025, providing strategic guidance based on his extensive leadership experience [4]. - Beyond corporate achievements, Hicks had a notable impact on Dallas and Texas, including ownership of the Dallas Stars and Texas Rangers, and involvement in the development of the American Airlines Center [4].

Group 1 - The Special Meeting of Stockholders of Beneficient was called to order by the Interim Chief Executive Officer, James G. Silk [2] - David Ross serves as the General Counsel and Secretary of the meeting, while Leicia Savinetti from Continental Stock Transfer & Trust Company acts as the inspector of election [3] - An affidavit confirming the mailing of the meeting notice and proxy materials to stockholders was presented, indicating that the notice was sent on December 7, 2025, to stockholders of record as of October 27, 2025 [4]

Summary of Beneficient's Special Meeting Company Overview - **Company**: Beneficient (NasdaqCM: BENF) - **Meeting Date**: December 01, 2025 - **Type of Meeting**: Extraordinary General Meeting Key Points Discussed Meeting Structure and Attendance - The meeting was chaired by James G. Silk, the Interim Chief Executive Officer, with David Ross acting as Secretary [2][5] - A quorum was confirmed with 110,758,036 shares of Class A common stock and 239,257 shares of Class B common stock entitled to vote [6] Proposals Presented 1. **Reverse Stock Split Proposal** - A reverse stock split was proposed at a ratio ranging from one-for-five to one-for-one hundred, with the exact ratio to be determined by the board of directors [4] - This proposal requires approval by a majority of the voting power of the company's outstanding common stock [8] 2. **Adjournment Proposal** - A proposal to adjourn the meeting to a later date if necessary, particularly if there were insufficient votes for the reverse stock split [4] - This proposal also requires a majority of the votes cast at the meeting for approval [9] Voting Results - The preliminary count indicated sufficient votes to approve both the reverse stock split and the adjournment proposal [10] - It was determined that an adjournment was not necessary due to the approval of the reverse stock split [10] Conclusion of Meeting - The meeting concluded with no further business to discuss, and stockholders were thanked for their attendance and support [11] Additional Important Information - Stockholders were able to submit questions through the virtual meeting platform, although no questions were raised during the meeting [11] - The inspector of election's report will be filed with the minutes of the meeting, ensuring transparency in the voting process [10]

Financial Data and Key Metrics Changes - The company reported investments with a fair value of $244 million, serving as collateral for a net loan portfolio of $223 million [15] - Revenues were a negative $2.8 million for the second quarter and $15.4 million year-to-date, compared to positive revenues of $8.6 million and $18.6 million in the prior year [15] - Operating expenses decreased to $15.1 million in the second quarter of fiscal 2026 from $22.3 million in the same period for fiscal 2025 [16] - Reported GAAP net loss attributable to common shareholders was $3.6 million for the current quarter and $68.7 million year-to-date [17] Business Line Data and Key Metrics Changes - Ben Liquidity recognized $8.5 million of interest income, a decrease of 3.8% from the previous quarter, and $17.3 million for the six months ended September 30, 2025, down 24.1% compared to the prior year [18][19] - Ben Custody's net asset balance of alternative assets was $271.4 million as of September 30, 2025, down from $338.2 million as of March 31, 2025 [20] - Revenues for Ben Custody were $3.1 million for the fiscal second quarter, down from $4.2 million in the previous quarter [21] Market Data and Key Metrics Changes - The market for early liquidity services is large and growing, with global transaction volumes reaching $103 billion, a 51% increase from the previous year [28] Company Strategy and Development Direction - The company is focused on stabilizing operations and executing its mission to provide liquidity and capital to customers in the alternative asset market [5][10] - Plans include cutting costs, reducing third-party debt from $27 million in January to under $4 million, and exploring adjacent markets [10][27] - The company aims to simplify its operating model to enhance transparency and reduce internal costs [43] Management's Comments on Operating Environment and Future Outlook - Management believes the foundations of the business and market opportunities remain strong despite recent challenges [5] - The focus is on optimizing the business model and stabilizing operations before moving forward with growth initiatives [36] - Management is committed to maintaining relationships with Kansas and fulfilling obligations to its communities [10][27] Other Important Information - The company has regained compliance with NASDAQ listing rules and plans to hold a special meeting to seek shareholder approval for a reverse stock split [8][9] - A settlement related to lawsuits against the company has been approved, requiring no out-of-pocket payments [7] Q&A Session Summary Question: How might the strategic vision differ going forward, particularly regarding origination volumes? - Management will focus on high net worth transactions in the $5 million-$25 million range, moving away from larger foundational transactions [32] Question: Are prospective customers taking a pause in allocation decisions due to market volatility? - The need for liquidity remains, and the market wants to see stabilization before moving forward [34] Question: What is the breakdown of the $104 million debt on the balance sheet? - About $8 million is related to the Hicks credit facility, while the rest is primarily from loans associated with Brad Heppner-related entities [41][42] Question: What does exploring adjacent markets mean for the company? - Simplifying the operating model aims to reduce costs and improve transparency, while also externalizing technology developed for internal purposes [43][44] Question: Is the pipeline still focused on the PCP channel? - The deal flow is currently leaning towards the PCP channel, but the company is reopening the process as it stabilizes [47]

Financial Data and Key Metrics Changes - The company reported investments with a fair value of $244 million, serving as collateral for a net loan portfolio of $223 million [14] - Revenues were negative $2.8 million for the second quarter and $15.4 million year-to-date, compared to positive revenues of $8.6 million and $18.6 million in the prior year [14] - Operating expenses decreased to $15.1 million in the second quarter from $22.3 million in the same period last year [15] - The reported GAAP net loss attributable to common shareholders was $3.6 million for the current quarter and $68.7 million year-to-date [16] Business Line Data and Key Metrics Changes - Ben Liquidity recognized $8.5 million of interest income, a decrease of 3.8% from the previous quarter, and $17.3 million for the six months, down 24.1% year-over-year [17][18] - Ben Custody's net asset value (NAB) of alternative assets was $271.4 million, down from $338.2 million as of March 31, 2025, with revenues of $3.1 million for the second quarter, down from $4.2 million [19][20] Market Data and Key Metrics Changes - The market for early liquidity services is large and growing, with global transaction volumes reaching $103 billion, a 51% increase from the previous year [28] Company Strategy and Development Direction - The company is focused on stabilizing operations and executing its mission to provide liquidity and capital to customers in the alternative asset market [5][10] - Plans include cutting costs, reducing third-party debt from $27 million to under $4 million, and exploring adjacent markets with minimal extra costs [10][27] - The company aims to simplify its operating model to enhance transparency and efficiency, which is expected to provide more value to common shareholders [42] Management's Comments on Operating Environment and Future Outlook - Management believes the foundations of the business and market opportunities remain strong despite recent challenges [5] - The focus is on stabilizing the company and optimizing the business model, with a commitment to the Kansas community [10][28] - The interim CEO indicated that the need for liquidity remains strong, and the company is positioned to move forward after stabilizing [33] Other Important Information - The company has regained compliance with NASDAQ listing rules and plans to hold a special meeting to seek shareholder approval for a reverse stock split [8][9] - A settlement related to lawsuits against the company has been approved, requiring no out-of-pocket payments [7] Q&A Session Summary Question: How might the strategic vision differ going forward? - The focus will be on high net worth transactions in the $5 million-$25 million range, moving away from larger foundational transactions [31][32] Question: Are prospective customers pausing allocation decisions due to market volatility? - The need for liquidity is present, and the market wants to see stabilization before moving forward [33] Question: Any updates on the timing for naming a permanent CEO? - The board is evaluating the transition period and will communicate its approach soon [34] Question: Further opportunities to rationalize the cost base? - There are modest opportunities for additional reductions, but significant changes have already been made [36] Question: Breakdown of the $104 million debt on the balance sheet? - About $8 million is related to the Hicks credit facility, with the remainder primarily from loans associated with Brad Heppner-related entities [40][41] Question: What does simplifying the operating model mean for investors? - The goal is to reduce internal complexities and enhance transparency, allowing for clearer revenue and cash flow streams [42] Question: Is the pipeline still focused on the PCP channel? - The deal flow is currently leaning towards the PCP channel, but the company is reopening the process as it stabilizes [46]

Financial Performance - Net income loss for the three months ended September 30, 2025, was $17,907 thousand, compared to a net income of $9,747 thousand for the same period in 2024[20]. - Total revenues for the six months ended September 30, 2025, were $(15,386) thousand, a significant decrease from $18,607 thousand in the same period of 2024[20]. - The company reported a net loss attributable to common shareholders of $(3,629) thousand for the three months ended September 30, 2025, compared to a net income of $12,914 thousand in the same period of 2024[20]. - For the three months ended September 30, 2025, the net income (loss) was $(15,970) thousand, compared to a net income of $12,914 thousand for the same period in 2024, indicating a significant decline[22]. - The company reported a total comprehensive loss of $(3,537) thousand for the three months ended September 30, 2025, compared to a comprehensive income of $12,940 thousand in the same period of 2024[20]. - For the six months ended September 30, 2025, the net loss was $113.914 million, compared to a net loss of $68.705 million for the same period in 2024[24]. - The net loss attributable to common shareholders for Q3 2025 was $3.6 million, compared to a net income of $12.9 million in Q3 2024[82]. - For the six months ended September 30, 2025, the net loss attributable to common shareholders was $68.7 million, a significant decline from a net income of $60.6 million in the same period of 2024[82]. Assets and Liabilities - Total assets decreased from $354,875 thousand as of March 31, 2025, to $316,233 thousand as of September 30, 2025, representing a decline of approximately 10.8%[19]. - Total liabilities increased from $299,274 thousand to $368,534 thousand, marking an increase of about 23.2%[19]. - The total equity as of September 30, 2025, was $90,526 thousand, a decrease from $251,052 thousand reported on June 30, 2024[22]. - The accumulated deficit increased from $(2,008,052) thousand to $(2,076,757) thousand, reflecting a rise of about 3.4%[19]. - The accumulated deficit increased to $(2,076,757) thousand as of September 30, 2025, compared to $(1,998,633) thousand as of September 30, 2024[22]. - The total equity deficit increased from $2.008 billion as of March 31, 2025, to $2.077 billion by September 30, 2025[24]. Cash Flow and Investments - Cash and cash equivalents increased from $1,346 thousand as of March 31, 2025, to $4,902 thousand as of September 30, 2025, indicating a growth of approximately 263%[19]. - Cash flows from operating activities resulted in a net cash used of $(25,364) thousand for the six months ended September 30, 2024, compared to $(19,259) thousand for the same period in 2023[29]. - The company reported net cash provided by investing activities of $42,825 thousand for the six months ended September 30, 2024, compared to $11,164 thousand for the same period in 2023, showing an increase in investment activity[29]. - The cash and cash equivalents at the end of the period were $4,902 thousand as of September 30, 2024, compared to $4,796 thousand at the end of the same period in 2023[29]. Shareholder Equity and Stock - Class A basic net income (loss) per share was $(0.37) for the three months ended September 30, 2025, compared to $2.98 for the same period in 2024[20]. - The company issued Class A common stock to settle liabilities amounting to $26 thousand during the three months ended September 30, 2025[22]. - The total shares of Class A common stock decreased from 4,006 thousand on June 30, 2024, to 4,580 thousand on September 30, 2024[22]. - The company issued 1,179,946 shares of Series B Resettable Convertible Preferred Stock during the six months ended September 30, 2025[198]. - The maximum number of Class A common shares that can be issued upon conversion of the Series B preferred stock is 51,531,744 shares[205]. Debt and Financing - The company has substantial doubt about its ability to continue as a going concern, with financial statements prepared on a going concern basis[55]. - The company entered into a three-year $25 million term loan with HH-BDH LLC, which was fully drawn upon closing to fund product development and working capital[51]. - The Company has been in default on certain financial covenants, including delayed interest and principal payments, but is actively negotiating waivers with the lender[164]. - The Company has accrued interest of $24.0 million as of September 30, 2025, and $18.6 million as of March 31, 2025, included in other liabilities[144]. - Events of default were declared on April 14, 2025, due to the Company's failure to pay outstanding obligations, resulting in immediate repayment of all amounts due[148][150]. Regulatory and Strategic Developments - The company completed a de-SPAC merger transaction with Avalon Acquisition, Inc. on June 7, 2023, and began trading on the Nasdaq Global Market on June 8, 2023[34]. - The company has received regulatory approval for its subsidiary to operate as a registered transfer agent and intends to provide various services for customers[43]. - The company plans to expand its product offerings through Ben Insurance Services and Ben Markets, including customized insurance products and broker-dealer services[42]. - The company intends to resubmit its application for an insurance charter in the future after previously withdrawing it[42]. Accounting and Reporting - The consolidated financial statements include the accounts of the company and its subsidiaries, prepared in accordance with U.S. GAAP[65]. - The company is assessing the impact of new accounting standards, including ASU 2024-03 and ASU 2023-09, on its financial statements and disclosures[72][73]. - The company has made significant estimates related to fair value determinations and credit loss allowances that could impact reported results[70]. Investment Performance - As of September 30, 2025, the total investments at fair value held by the Customer ExAlt Trusts amounted to $243.978 million, a decrease of $47.8 million from $291.371 million as of March 31, 2025[102]. - The fair value of public equity securities was $4.376 million as of September 30, 2025, compared to $4.065 million as of March 31, 2025[107]. - The investments in alternative assets decreased from $259.113 million to $211.324 million, primarily due to the disposition of certain limited partnership interests and downward adjustments of NAV[102]. - The company recognized nil credit-related losses on its investment in debt securities available-for-sale during the three months ended September 30, 2025[111].