SEC Form 5 · accession 0001493152-26-032728

Beneficient · BENF

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Pursuant to the Ninth Amended and Restated Limited Partnership Agreement (as amended, the "BCH Ninth A&R LPA") of Beneficient Company Holdings, L.P., a Delaware limited partnership ("BCH"), the Exchange Agreement (the "Exchange Agreement"), dated June 7, 2023, by and among Beneficient (the "Issuer"), BCH, and Beneficient Company Group, L.L.C., a Delaware limited liability company ("Ben LLC"), and that conversion notice (the "Conversion Notice") dated October 1, 2025, the reporting person converted $4,577,326 of the capital account balance of the Preferred Series A Subclass 1 Unit Accounts of BCH ("BCH Preferred A-1 Unit Accounts") into Class S Ordinary Units of BCH ("BCH Class S Ordinary Units") at a price of $4.16 per BCH Class S Ordinary Unit based on the average closing price of the shares of Class A Common Stock, par value $0.001 per share (the "Class A Shares"), on The Nasdaq Capital Market for the thirty (30) days preceding October 14, 2025.
• F2The shares and prices shown have been retroactively adjusted to reflect the Issuer's reverse stock split of its outstanding Class A Shares on a 1-for-8 basis effected on December 15, 2025. The reporting person's ownership of the BCH Preferred A-1 Unit Accounts has previously been reported as a derivative security, the exercise of which was subject to a sixty-one (61) day notice period. However, pursuant to the Conversion Notice and limited conversion thereunder, the minimum fixed conversion price and prior notice was waived with respect to this transaction, and the conversion price was based upon the thirty (30) day average closing price. Accordingly, the conversion is reported under Code J.
• F3The reporting person converted $4,577,326 of the capital account balance of the BCH Preferred A-1 Unit Accounts into BCH Class S Ordinary Units.
• F4Pursuant to the BCH Ninth A&R LPA, the Exchange Agreement and the Conversion Notice, the BCH Class S Ordinary Units received by the reporting person were contemporaneously exchanged for Class A Shares on a one-for-one basis.
• F5Includes 109 Class A Shares issuable upon the settlement of an award of 87 restricted equity units ("REUs") granted to the reporting person pursuant to the Beneficient Company Group, L.P. 2018 Equity Incentive Plan on January 6, 2020. Such award of REUs to the reporting person vested 20% on January 6, 2020 and in 20% installments on January 6th of each subsequent calendar year.
• F6Includes 35 Class A Shares issuable upon the settlement of an award of 28 REUs granted to the reporting person pursuant to the Beneficient Company Group, L.P. 2018 Equity Incentive Plan on April 1, 2022. Such award of REUs to the reporting person vested 40% on June 8, 2023 and in 20% installments on each of April 1, 2024 and April 1, 2025. The remaining 20% vested on April 1, 2026.
• F7Includes 150 Class A Shares issuable upon the settlement of an award of 150 restricted stock units ("RSUs") granted pursuant to Beneficient 2023 Equity Incentive Plan to the reporting person on July 15, 2023. Such award of RSUs to the reporting person vested in 20% installments on each of September 1, 2023, September 1, 2024 and September 1, 2025. The remaining 40% shall vest in two equal annual installments on September 1st of each subsequent calendar year.
• F8Includes 120 Class A Shares issuable upon the settlement of an award of 120 restricted stock units ("RSUs") granted pursuant to Beneficient 2023 Equity Incentive Plan to the reporting person on July 15, 2023. Such award of RSUs to the reporting person vested 100% on September 1, 2023.