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BENF on Nasdaq

Beneficient

In its 2026 annual report the company says: “We are a technology-enabled financial services company that provides simple, rapid, and cost-effective liquidity solutions and related trustee, custody and trust administrative services to participants in the alternative asset industry.”5 It is headquartered in Dallas, Texas.1 Its shares trade on Nasdaq under the symbol BENF.1

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Last updated Oct 21, 2026.

Overview

-$39.1MRevenue, fiscal 20262
-$87.4MNet income, fiscal 20262

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  • TickerBENF on Nasdaq1
  • IndustryFinance Services1
  • HeadquartersDallas, Texas1
  • Incorporated inNV3
  • Business address325 N. Saint Paul Street, Suite 4850, Dallas, Tx 752013
  • Filer category, Emerging growth company3
  • Legal formCorporation

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We are a technology-enabled financial services company that provides simple, rapid, and cost-effective liquidity solutions and related trustee, custody and trust administrative services to participants in the alternative asset industry. Through our business line operating subsidiaries (each a “Ben Business Unit” and collectively, the “Ben Business Units”), Ben Liquidity, Ben Custody, and Ben Markets, we seek to provide solutions in the alternative asset investment market for individual and institutional investors, general partners and sponsors (“GPs”) and the alternative asset funds they manage (“Customers”). Following receipt of regulatory approval, our Ben Business Units are expected to include an additional business line, Ben Insurance Services. Our products and services are designed to meet the unmet needs of mid-to-high net worth (“MHNW”) individual investors, small-to-midsize insti…5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

425.6%Operating margin2
223.5%Net margin2
392.6%Revenue growth, 20262
-$38.8MFree cash flow2

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Business segments

Ben Liquidity brought in 72% of the revenue Beneficient broke down this way in fiscal 2026.

  1. Ben Liquidity$33.4M272%down 22% from 2025
  2. Ben Custody$12.7M228%down 41% from 2025
Business segments by year
Business segments20252026
Ben Liquidity$42.6M$33.4M
Ben Custody$21.6M$12.7M

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Income tax100¢$214.0K

Out of -$39.1M in revenue.2 The company lost money this year.

Financial statements

Revenue6782-$39.1M in 2026
-$200.0M-$100.0M0$100.0M$200.0M2020: $140.3M$140.3M20202021: $55.3M$55.3M2021−61%2023: -$104.9M-$104.9M20232024: -$98.7M-$98.7M2024−6%2025: -$7.9M-$7.9M2025−92%2026: -$39.1M-$39.1M2026+393%
Operating income6782-$166.5M in 2026+251% since 2020
-$3.0B-$2.0B-$1.0B02020: -$47.4M-$47.4M20202021: -$71.1M-$71.1M2021+50%2023: -$253.2M-$253.2M2023+256%2024: -$2.6B-$2.6B2024+946%2025: -$24.2M-$24.2M2025−99%2026: -$166.5M-$166.5M2026+588%
Net income672-$87.4M in 2026+51% since 2020
-$3.0B-$2.0B-$1.0B0$1.0B2020: -$58.0M-$58.0M20202021: -$63.0M-$63.0M2021+9%2023: -$131.0M-$131.0M2023+108%2024: -$2.1B-$2.1B2024+1500%2025: $51.2M$51.2M20252026: -$87.4M-$87.4M2026

Every line of the income statement as filed: the last 2 fiscal years, latest first.2

Period ending2026-03-312025-03-31
Investment income (loss), net-$49.5M-$6.5M
Interest and dividend income$40.0K$44.0K
Trust services and administration revenues (related party of $30 and $30)$593.0K$753.0K
Other income$0$2.0K
Total revenues-$39.1M-$7.9M
Employee compensation and benefits$11.8M$16.9M
Interest expense (related party of $13,349 and $12,294)$18.8M$14.9M
Professional services$21.1M$23.2M
Provision for credit losses$1.0M$1.0M
Loss on impairment of goodwill and intangible assets$3.1M$3.7M
Accrual (release) of loss contingency related to arbitration award$62.8M-$55.0M
Other expenses (related party of $2,856 and $2,825)$8.7M$11.5M
Total operating expenses$127.4M$16.2M
Operating income (loss)-$166.5M-$24.2M
(Gain) loss on liability resolution-$2.0M-$23.5M
Net income (loss) before income taxes-$164.5M-$723.0K
Income tax expense$214.0K$80.0K
Net income (loss)-$164.7M-$803.0K
Plus: Net loss attributable to noncontrolling interests$96.2M$69.8M
Less: Noncontrolling interest guaranteed payment-$18.9M-$17.8M
Net income (loss) attributable to Beneficient common shareholders-$87.4M$51.2M
Unrealized gain (loss) on investments in available-for-sale debt securities$54.0K-$278.0K
Total comprehensive income (loss)-$164.7M-$1.1M
Less: Comprehensive gain (loss) attributable to noncontrolling interests-$77.2M-$52.2M
Total comprehensive income (loss) attributable to Beneficient-$87.4M$51.2M
Gain (loss) on financial instruments, net (related party of $9,491 and $(552))$9.8M-$2.2M

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Corporate structure

Beneficient sits at the top of its group. 21 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Beneficient

  • Beneficient Dallas, Texas
    • AltAccess Securities Company, L.P. Subsidiary · Texas, United States
    • Ben Custody, L.L.C. Subsidiary · Delaware, United States
    • Ben Insurance, L.L.C. Subsidiary · Delaware, United States
    • Ben Liquidity, L.L.C. Subsidiary · Delaware, United States
    • Ben Markets, L.L.C. Subsidiary · Delaware, United States
    • Beneficient Administration and Clearing Company, L.L.C. Subsidiary · Delaware, United States
    • Beneficient Capital Lending, L.L.C. Subsidiary · Delaware, United States
    • Beneficient Capital Markets, L.L.C. Subsidiary · Delaware, United States
    • Beneficient Company Group, L.L.C. Subsidiary · Delaware, United States
    • Beneficient Company Holdings, L.P. Subsidiary · Delaware, United States
    • Beneficient Fiduciary Financial, L.L.C. Subsidiary · Kansas, United States
    • Beneficient Financing, L.L.C. Subsidiary · Delaware, United States
    • Beneficient Insurance Company, L.L.C. Subsidiary · Delaware, United States
    • Beneficient Transfer and Clearing Company, L.L.C. Subsidiary · Delaware, United States
    • ExAlt Administration Subsidiary · Delaware, United States
    • ExAlt Holdings, LLC Subsidiary · Delaware, United States
    • PEN Indemnity Insurance Company, Ltd. Subsidiary · Bermuda
    • PEN Insurance Holdings, L.P. Subsidiary · Delaware, United States
    • The Beneficient Company Group (USA) II, L.L.C Subsidiary · Delaware, United States
    • The Beneficient Company Group (USA), L.L.C Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Beneficient reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Accumulated depreciation$12.5M2 Mar 31, 2026$11.8M2 Mar 31, 2025+6.3%
Property and equipment, net$1.1M2 Mar 31, 2026$1.7M2 Mar 31, 2025−37.5%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$2.5M2 Mar 31, 2026$1.3M2 Mar 31, 2025+88.9%
Debt securities available for sale$1.7M2 Mar 31, 2026$1.7M2 Mar 31, 2025+3.1%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$9.9M2 Mar 31, 2026$9.9M2 Mar 31, 20250%
Indefinite-lived intangibles (excluding goodwill)$02 Mar 31, 2026$3.1M2 Mar 31, 2025−100.0%

Properties, in its own words

Our principal executive offices are located at 325 North St. Paul Street, Dallas, Texas 75201. We believe these facilities are adequate for our current needs and that suitable additional space will be available as needed.

Our phone number is 214-445-4700. Our website is www.trustben.com. Information contained on or accessible through our website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered a part of this Annual Report on Form 10-K.

Item 2 of the 10-K filed Jun 30, 2026.5

Leadership

Who has led Beneficient, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. James G. Silk2025–now

Chief financial officer

  1. Gregory W. Ezell2023–2024
2025
Board members and other officers (18)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorThomas O. Hicks named Dec 16, 2022 to Jul 2, 202530

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • AltAccess Securities Company, L.P. Texas4
  • Ben Custody, L.L.C. Delaware4
  • Ben Insurance, L.L.C. Delaware4
  • Ben Liquidity, L.L.C. Delaware4
  • Ben Markets, L.L.C. Delaware4
  • Beneficient Administration and Clearing Company, L.L.C. Delaware4
  • Beneficient Capital Lending, L.L.C. Delaware4
  • Beneficient Capital Markets, L.L.C. Delaware4
  • Beneficient Company Group, L.L.C. Delaware4
  • Beneficient Company Holdings, L.P. Delaware4
  • Beneficient Fiduciary Financial, L.L.C. Kansas4
  • Beneficient Financing, L.L.C. Delaware4
  • Beneficient Insurance Company, L.L.C. Delaware4
  • Beneficient Transfer and Clearing Company, L.L.C. Delaware4
  • ExAlt Administration Delaware4
  • ExAlt Holdings, LLC Delaware4
  • PEN Indemnity Insurance Company, Ltd. Bermuda4
  • PEN Insurance Holdings, L.P. Delaware4
  • The Beneficient Company Group (USA) II, L.L.C Delaware4
  • The Beneficient Company Group (USA), L.L.C Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Beneficient Co Group, L.P.Dec 22, 2021 to May 16, 20233

Timeline

  1. Oct 14, 20268-K Entered a material agreement31
  2. Sep 23, 20268-K Regulation FD disclosure32
  3. Sep 18, 20268-K Regulation FD disclosure33
  4. Sep 16, 20268-K Unregistered sale of shares34
  5. Aug 14, 20268-K Results of operations35
  6. Aug 11, 20268-K New debt or obligation36
  7. Jul 13, 20268-K Unregistered sale of shares; Change to shareholders' rights; Bylaws or fiscal year changed37
  8. Jul 7, 20268-K New debt or obligation38
  9. Jun 29, 20268-K Results of operations; Regulation FD disclosure39
  10. Jun 25, 20268-K Executive or director change40
  11. Jun 25, 20268-K Regulation FD disclosure; Other events41
  12. Apr 10, 20268-K Unregistered sale of shares; Change to shareholders' rights; Bylaws or fiscal year changed42
  13. Jul 24, 2025New chief executive James G. Silk becomes CEO13

Calendar

Coming up

  1. Nov 13, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($2.32) a share, on Nov 14, 2025.43

When it reported results

  1. Aug 14, 2026Reported quarterly or annual results35
  2. Jun 29, 2026Reported quarterly or annual results39
  3. Feb 17, 2026Reported quarterly or annual results44
  4. Nov 14, 2025Reported quarterly or annual results45
  5. Oct 20, 2025Reported quarterly or annual results46
  6. Sep 29, 2025Reported quarterly or annual results47
  7. Feb 13, 2025Reported quarterly or annual results48
  8. Aug 14, 2024Reported quarterly or annual results49

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

486 filings to the SEC since October 2021: 4 annual reports, 10 quarterly reports, 87 major events, 99 insider forms, 35 large holders, 16 private raises, 235 other. The latest 20:

  1. Oct 14, 20268-K EDGAR
  2. Oct 7, 2026PRE 14A EDGAR
  3. Oct 5, 2026SCHEDULE 13G/A EDGAR
  4. Sep 23, 20268-K EDGAR
  5. Sep 22, 20264 EDGAR
  6. Sep 22, 20264 EDGAR
  7. Sep 22, 20264 EDGAR
  8. Sep 22, 20264 EDGAR
  9. Sep 18, 20268-K EDGAR
  10. Sep 17, 20264 EDGAR
  11. Sep 17, 20264 EDGAR
  12. Sep 17, 20264 EDGAR
  13. Sep 16, 20268-K EDGAR
  14. Aug 14, 202610-Q EDGAR
  15. Aug 14, 20268-K EDGAR
  16. Aug 11, 20268-K EDGAR
  17. Aug 7, 2026S-8 EDGAR
  18. Aug 7, 2026424B3 EDGAR
  19. Aug 5, 2026EFFECT EDGAR
  20. Jul 29, 2026S-1 EDGAR

The 486 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

75 open-market trades by officers, directors and large owners since October 2021: 11 buys and 64 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 15, 2026CANGANY PETER T JRDirectorBuy18,868$1.06$20.0KForm 4
Sep 15, 2026Fletcher Derek L.See RemarksBuy4,717$1.06$5.0KForm 4
Sep 15, 2026Silk James G.Chief Executive OfficerBuy9,434$1.06$10.0KForm 4
Mar 4, 2025Welday JeffSee RemarksSale941$0.34$320Form 4
Feb 28, 2025Welday JeffSee RemarksSale442$0.41$181Form 4
Feb 27, 2025Welday JeffSee RemarksSale238$0.41$98Form 4
Feb 26, 2025Welday JeffSee RemarksSale201$0.42$84Form 4
Feb 25, 2025Welday JeffSee RemarksSale408$0.42$171Form 4
Feb 24, 2025Welday JeffSee RemarksSale548$0.42$230Form 4
Feb 21, 2025Welday JeffSee RemarksSale476$0.44$209Form 4
Feb 20, 2025Welday JeffSee RemarksSale204$0.45$92Form 4
Feb 19, 2025Welday JeffSee RemarksSale272$0.47$128Form 4
Feb 18, 2025Welday JeffSee RemarksSale1,191$0.47$560Form 4
Feb 14, 2025Welday JeffSee RemarksSale272$0.55$150Form 4
Feb 13, 2025Welday JeffSee RemarksSale510$0.53$270Form 4
Feb 12, 2025Welday JeffSee RemarksSale885$0.63$558Form 4
Feb 11, 2025Welday JeffSee RemarksSale2,586$0.67$1.7KForm 4
Feb 10, 2025Welday JeffSee RemarksSale306$0.59$181Form 4
Feb 7, 2025Welday JeffSee RemarksSale340$0.58$197Form 4
Feb 6, 2025Welday JeffSee RemarksSale136$0.59$80Form 4

All 75 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Brad K. Heppner$225.0K$4.4M60
2025Jeff Welday$300.0K$965.5K60
2025Derek L. Fletcher57$565.0K$583.7K60
2024Chief Executive Officer and Chairman of the Board$225.0K$5.5M60
2024President of BFF and Chief Fiduciary Officer and Director$565.0K$942.7K60

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Jul 8, 2026Raised $7.4 million in a private offering of equity Form D: 1 investor so far Form D
  2. Apr 8, 2026Raised $8.8 million in a private offering of equity Form D: 1 investor so far Form D
  3. Jan 5, 2026Raised $3 million in a private offering of equity Form D: 1 investor so far Form D
  4. Jun 17, 2025Raised $1.9 million in a private offering of equity Form D: 1 investor so far Form D
  5. Apr 21, 2025Raised $233,333 in a private offering of equity Form D: 1 investor so far Form D
  6. Apr 4, 2025Raised $9.7 million in a private offering of equity Form D: 1 investor so far Form D
  7. Dec 31, 2024Raised $1.4 million in a private offering of equity Form D: 1 investor so far Form D
  8. Aug 6, 2024Raised $3.6 million in a private offering of securities Form D: $7.1 million offered in all Form D
  9. Mar 6, 2024Raised $62.1 million in a private offering of equity Form D: 3 investors so far Form D
  10. Feb 6, 2024Raised $200,000 in a private offering of equity Form D: 1 investor so far Form D
  11. Feb 6, 2024Raised $2 million in a private offering of equity Form D: 1 investor so far Form D
  12. Aug 1, 2023Raised $37.7 million in a private offering of equity Form D: $48.5 million offered in all Form D
  13. Dec 1, 2022Raised $5.3 million in a private offering of equity Form D: $901.2 million offered in all Form D
  14. Dec 7, 2021Raised $383.7 million in a private offering of equity Form D: 7 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Yorkville Advisors Global, LP280,631$1.0M1.2%New
Geode Capital Management, LLC154,649$569.4K0.0%−3,378
Vanguard Capital Management LLC153,491$564.8K0.0%+3,491
Vanguard Fiduciary Trust Co72,070$265.2K0.0%+559
State Street Corp66,345$244.2K0.0%+14,500
BlackRock, Inc.49,528$182.3K0.0%+4,205
Morgan Stanley45,122$166.0K0.0%+21,084
Northern Trust Corp31,411$115.6K0.0%No change
Ausdal Financial Partners, Inc.13,817$50.8K0.0%+2,000
Vanguard Global Advisers, LLC8,750$32.2K0.0%No change
UBS Group AG4,271$15.7K0.0%−1,717
Barclays PLC60$2210.0%New
NFSG Corp24$880.0%No change
SBI Securities Co., Ltd.7$260.0%No change
Citigroup Inc4$150.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Beneficient is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBeneficient1
  • CIK0001775734
  • Employer ID (EIN)72-15737055
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inNevada5
  • Fiscal year endsMarch 311
  • Industry code (SIC)6199 Finance Services1
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance1
  • Business address325 N. Saint Paul Street, Suite 4850, Dallas, TX 752011
  • Phone21444547051
  • Shares outstanding14,488,560 Common Class A shares; 29,908 Common Class B shares as of Jun 22, 20265
  • Public float$8.6M as of Sep 30, 20255
  • AuditorWEAVER AND TIDWELL, L.L.P., San Antonio, Texas PCAOB ID 410; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceDec 22, 20211
  • Filings486 in all: 424B3 (95), 8-K (86), 4 (64), CORRESP (27), 3 (21), UPLOAD (19), DEFA14A (17), D (14)1
    All 42 form types

    5 (13), SC 13D/A (13), 10-Q (10), EFFECT (10), S-1/A (10), 144 (7), S-1 (7), 425 (6), DEF 14A (6), PRE 14A (5), S-4/A (5), SCHEDULE 13G/A (5), 10-K (4), NT 10-K (4), POS AM (4), S-8 (4), SC 13D (4), SC 13G (4), SC 13G/A (4), D/A (2), SCHEDULE 13D/A (2), SCHEDULE 13G (2), 4/A (1), 8-A12B (1), 8-K/A (1), ARS (1), CERT (1), DEL AM (1), NT 10-Q (1), RW (1), S-3 (1), S-3/A (1), S-4 (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Jun 30, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Mar 13, 2026
    Latest 8-K (8-K) Oct 14, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.001 per shareBENFNasdaq
WarrantsBENFWNasdaq

From the cover page of the 10-K filed Jun 30, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Beneficient names in Item 1A of its 10-K filed Jun 30, 2026: 72 risks under these headings, as written.5

  • Risks Related to Our Business
  • Risks Related to Our Liquidity Products Business
  • We have experienced net losses, and we may not be able to achieve or maintain profitability in the future.
  • We may not be able to grow, effectively manage our growth, or achieve profitability.
  • Difficult market conditions can cause investors to reduce or suspend their investments in alternative assets or their desire to liquidate alternative assets they hold, which could adversely affect our business.
  • The due diligence process that we undertake in connection with any liquidity transaction may or may not reveal all facts that may be relevant in connection with such liquidity transaction.
  • We depend on the accuracy and completeness of information from and about our Customers.
  • Our fair value estimates of illiquid alternative assets may not accurately estimate prices obtained at the time we enter into a liquidity transaction, and we cannot provide assurance that the values of the alternative assets underlying such liquidity transactions that we report from time to time will be realized.
  • We depend on the use of data and modeling in our decision-making, and faulty data or modeling approaches could negatively impact our decision-making ability or possibly subject us to regulatory scrutiny in the future.
  • Restrictions on our ability to collect and analyze data regarding our customers’ alternative assets could adversely affect our business.
  • We may be required to omit alternative asset limited partnership agreement information from our underwriting process.
  • Our liquidity, profitability and business may be adversely affected by concentrations of assets comprising the Collateral.
The other 62 risks
  • Usage of our Class A common stock or securities convertible into Class A common stock as consideration for investments in alternative asset funds may create significant volatility in our investment income and the price of our Class A common stock.
  • We have historically had a substantial amount of goodwill and intangible assets, and we have been, and may in the future be, required to write down any remaining value of our goodwill due to impairment, which could have a material adverse effect on our business, financial condition and results of operations.
  • Allocations of write downs in the value of our intangible assets and goodwill due to impairment will result in a decrease in the capital account balance of the BCH Class A Units indirectly held by the Company.
  • Our business may face substantial competition from a variety of financial solution companies and other liquidity providers.
  • Poor performance of our collateral would cause a decline in our revenue, income and cash flow and could adversely affect our ability to raise capital for future liquidity transactions.
  • Transfer restrictions applicable to alternative assets may prevent us from being able to attract a sufficient number of Customers to achieve our business goals.
  • We are subject to repayment risk in connection with our liquidity transactions.
  • We have debt outstanding that could adversely affect our financial flexibility and subjects us to restrictions and limitations that could significantly impact our ability to operate our business.
  • collateralized by pledges of substantially all of the assets of Beneficient Financing, BCH’s equity interests in Beneficient Financing, certain equity interests in the Custody Trust and certain deposit accounts” for additional information.
  • We face risks related to the total return interest aspect of our business model.
  • Certain of our ordinary course liquidity transactions utilizing the issuance of shares of Class A common stock are subject to Nasdaq listing rules and require stockholder approval under certain circumstances.
  • We are subject to U.S. federal, state and other securities laws and regulations which, among other things, limit or place certain requirements on the use of debt or equity securities as part of the consideration to be received by Customers in exchange for their alternative assets or Total Return Interest thereon; failure to comply with these laws, or changes to these laws may have a material adverse effect on our operations and our profitability.
  • The custody trusts may require additional liquidity to fund capital contributions. If adequate capital is not available, our business, operating results and financial condition may be negatively affected.
  • We may not be able to adequately measure and limit our credit risk, which could lead to unexpected losses.
  • Our results of operations may fluctuate from period to period.
  • A decline in the pace or size of our liquidity transactions would result in Ben Liquidity and Ben Custody receiving less revenue from interest income and fees.
  • Decisions made by a trustee could materially affect our custody business and the assets held in certain of our trusts.
  • We will experience costs associated with the Customer ExAlt Trust payments to certain charities that are the ultimate beneficiaries of the Customer ExAlt Trusts.
  • We may be required to seed a new fund for Hatteras Investment Partners, LP (“Hatteras”).
  • We may not be able to sustain our growth, and the continuation of growth may strain our resources.
  • Our organizational documents do not limit our ability to enter into new lines of business, and we may expand into new liquidity product strategies, transaction structures, geographic markets and businesses, each of which may result in additional risks and uncertainties.
  • Our transfer agency solutions may be adversely affected if we do not comply with applicable legal and regulatory requirements.
  • We have an evolving business model.
  • We may incur significant losses as a result of ineffective risk management processes and strategies.
  • We may be able to offer only a limited number of products and solutions.
  • Risks Related to Our Broker-Dealer Business
  • We have limited experience in operating a broker-dealer to place securities of our Company, and our entry into and operating in this market may not be successful.
  • Our broker-dealer business is subject to extensive and evolving regulations and our failure to be fully compliant with applicable regulations could have a material adverse effect on our future business, financial condition, results of operations and prospects.
  • Our broker-dealer business is subject to various risks associated with the securities industry.
  • We are subject to certain limitations that could prevent AltAccess Securities from entering new businesses.
  • Several of our broker-dealer segment’s product lines rely on favorable tax treatment and changes in federal tax law could impact the attractiveness of these products to our customers.
  • The actions of a third-party broker-dealer or financial intermediary may cause a material adverse effect.
  • AltAccess Securities is subject to various conflicts of interest, incentives and risks given its affiliation with the Company, including that decisions related to the Company’s offerings may be influenced by such affiliation.
  • The Company is subject to the risk of possibly becoming an investment advisor under the Investment Advisers Act.
  • Risks Related to Our Proposed Ben Insurance Business
  • We have no experience in operating an insurance business, and our entry into the insurance market may not be successful.
  • Our failure to obtain or maintain approval of insurance regulators and other regulatory authorities as required for the operations of our planned insurance subsidiary may have a material adverse effect on our future business, financial condition, results of operations and prospects.
  • Risks Related to Our Limited Operating History
  • We do not have significant operating history or an established customer base.
  • We may be unable to operate our business successfully, which would negatively impact the results of operations and our ability to generate distributable cash flow.
  • While BFF has received an unconditional Kansas TEFFI charter, we may continue to encounter delays in effecting certain parts of our current business plan related to BFF’s operating Kansas TEFFI charter, which could hinder our ability to successfully pursue our current business plan.
  • Additional legislation passed by the Kansas legislature or any repeal or amendment to the TEFFI Act could materially and adversely affect our ability to successfully pursue our business plan and our financial performance and prospects.
  • Risks Related to the Company’s Organizational Structure
  • The Company may engage in transactions that represent a conflict of interest, with the review of such transactions subject to the Nevada statutory business judgment rule.
  • A determination that we are an unregistered investment company would have serious adverse consequences.
  • The Company’s only cash-generating assets are its indirect interests in BCH and ExAlt Holdings, LLC and the Company’s cash flow is dependent on the ability of these entities to make distributions. In addition, the Company’s ability to pay periodic distributions to its common and preferred stockholders may be limited by the Company’s holding company structure, applicable provisions of Nevada law and contractual restrictions and obligations, and the Company’s stockholders may be liable to repay dividends.
  • Shares of our Class A common stock, Series A preferred stock, Series B preferred stock, and any additional series of preferred stock we issue are and will be structurally subordinated to interests in BCH.
  • The Class A Units the Company indirectly owns in BCH are junior to certain existing classes of limited partner interests in BCH.
  • Beneficient’s Articles of Incorporation (the “Charter”) and Bylaws (“Bylaws”) provide for the indemnification of our officers and directors at our expense to the fullest extent allowed by Nevada law, and Nevada law correspondingly limits their liability, which may result in a major cost to us and harm the interests of our stockholders because corporate resources may be expended for the benefit of officers and/or directors.
  • Stockholders will experience dilution of their ownership interests upon the issuance of additional shares of the Company’s common stock or securities convertible into shares of Company common stock.
  • The protective provisions contained in the Stockholders Agreement may have unintended negative effects.
  • We have, and may continue to, offer certain investors the opportunity to acquire participation interests in ExAlt Loans.
  • Our Charter designates certain courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by Company stockholders, which could limit the ability of the Company’s stockholders to obtain a favorable judicial forum for disputes with the Company or its directors, officers or other employees.
  • The Company depends upon cash distributions from its subsidiaries, and regulatory requirements, contractual restrictions on distributions to the Company or adverse events at one of our operating subsidiaries could materially and adversely affect our ability to pay our debts and the Company’s ability to continue operating its business.
  • Our ability to receive payment on the ExAlt Loans and fee income from the Customer ExAlt Trusts is limited by the distributions the Customer ExAlt Trusts receive.
  • Risks Related to Litigation and Government Investigations
  • Following approval of the settlement of the GWG bankruptcy, outstanding claims against Mr. Heppner and his affiliates could adversely impact our financial operating results.
  • Our former CEO and Chairman of the Board has been convicted of securities fraud.
  • The Company has been involved in a now-terminated SEC investigation and may be subject to other regulatory investigations and proceedings.
  • The Company is currently involved in legal proceedings and may be a party to additional claims and litigation in the future.
  • Risks Related to Reliance on Technology, Third Parties and Our Employees
  • We rely on other companies to provide key components of our business infrastructure.
  • A failure in our operational systems could impair our liquidity, disrupt our business, result in the disclosure of confidential information, damage our reputation, and cause losses.
  • If we are not able to innovate and develop enhancements to our products and services, keep pace with technological developments or respond to future disruptive technologies, our business could be adversely affected.
  • Our success depends on certain key personnel and the ability to attract, retain, and develop new professionals.
  • Our employees may take excessive risks, which could negatively affect our financial condition and business.
  • Our former Chief Executive Officer’s and employees’ ability to participate in our equity incentive programs, our profit participation programs and awards of restricted stock units may create an incentive for them to effect more speculative liquidity transactions and determinations than would be the case in the absence of such arrangement.
  • Misconduct by our employees, advisors or third-party service providers could harm us by impairing our ability to attract and retain Customers and subjecting us to significant legal liability and reputational harm.

Legal proceedings

On February 18, 2022, Shirin Bayati and Mojan Kamalvand, on behalf of themselves and of all others similarly situated, filed a class action lawsuit in the United States District Court for Northern District of Texas against GWG Holdings, Inc., its former President and Chief Executive Officer, Murray Holland, its former Chief Financial Officer, Timothy Evans, and certain past and present members of the board of directors of GWG and Ben (Roy Bailey, Peter Cangany, Jr., David Chavenson, Brad Heppner, Thomas Hicks, Dennis Lockhart, Bruce Schnitzer, and David DeWeese) (the “Bayati Action”).

The opening of Item 3, Legal Proceedings.5

Sources

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