Beneficient

Item 3.02 Unregistered Sales of Equity Securities. On July 10, 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 July 8, 2026 with a customer with respect to a limited partner interest in an investment fund with a net asset value of $7.44 million (the “Transaction”). Pursuant to the Transaction, the Company’s customized trust vehicles acquired a limited partner interest, and in exchange for such interests, the customer received 744,455 shares of the Company’s Series B-11 Resettable Convertible Preferred Stock, par value $0.001 per share (the “Series B-11 Preferred Stock”), with such Series B-11 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”). The issuance of the Series B-11 Preferred Stock pursuant to the Transaction was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and was issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Series B-11 Preferred Stock is convertible into Class A Common Stock initially at a conversion price of $3.6514 per share (the “B-11 Conversion Price”). The B-11 Conversion Price is subject to reset from time to time and a floor price of $1.8257 per share. A maximum of 4,077,642 shares of Class A Common Stock may be issued upon conversion of the Series B-11 Preferred Stock. The information in Item 5.03 concerning the material terms of the Series B-11 Preferred Stock is incorporated by reference herein.

Item 3.03 Material Modifications to Rights of Security Holders. The disclosure required by this Item 3.03 is included in Item 5.03 of this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Series B-11 Preferred Stock On July 10, 2026, the Company filed a certificate of designation (the “B-11 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-11 Preferred Stock. The material terms of the Series B-11 Preferred Stock are described below. The total number of authorized shares of the Series B-11 Preferred Stock is 744,455 shares. Optional Conversion Each share of Series B-11 Preferred Stock is convertible, at the option of the holder thereof upon two business days’ written notice to the Company, into a number of shares of Class A Common Stock that is equal to $10.00 divided by the B-11 Conversion Price in effect as of the date of such notice (the “B-11 Conversion Rate”). The B-11 Conversion Price shall be subject to reset on each date (each such date, a “B-11 Reset Date”) that is the last day of each month following the date of issuance of the Series B-11 Preferred Stock (the “B-11 Original Issue Date”). On each B-11 Reset Date, the B-11 Conversion Price shall be increased or decreased to the five day trailing volume weighted average price of the Class A Common Stock on the Nasdaq Capital Market or such other national securities exchange on which the Class A Common Stock is listed for trading as of the applicable B-11 Reset Date as reported by Bloomberg Financial Markets or an equivalent reporting service as determined by the Company (the “Prevailing Market Price”), provided that in no event shall the reset B-11 Conversion Price be (a) less than 50% of the initial B-11 Conversion Price or (b) higher than the initial B-11 Conversion Price, in each case subject to adjustments for stock dividends, splits or combinations, reorganizations, recapitalizations or similar transactions. As further described in the B-11 Certificate of Designation, the Company will not issue any shares of Class A Common Stock upon conversion of any Series B-11 Preferred Stock if the issuance of such shares of Class A Common Stock would exceed the Exchange Cap (as defined below), except that such limitation shall not apply in the event that the Company obtains the approval of its stockholders as required by the applicable rules and regulations of The Nasdaq Stock Market, LLC (“Nasdaq”) for issuances of shares of Class A Common Stock in excess of the Exchange Cap. Mandatory Conversion Each outstanding share of Series B-11 Preferred Stock will automatically convert into a number of shares of Class A Common Stock (the “B-11 Mandatory Conversion”) as is determined by the B-11 Conversion Rate then in effect on the date (the “B-11 Mandatory Conversion Date”) that is the earliest to occur of: (a) the last day of the month in which the fifth anniversary of the B-11 Original Issue Date occurs, if either the Company has filed all annual reports on Form 10-K and quarterly reports on Form 10-Q that are then required to have been filed in the preceding twelve months with the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or a resale registration statement with respect to the shares of Class A Common Stock underlying the Series B-11 Preferred Stock (the “B-11 Resale Registration Statement”) has become effective and is in full force and effect at the time of such B-11 Mandatory Conversion and (b) if the conditions of clause (a) are not met on the date that is the last day of the month in which the fifth anniversary of the B-11 Original Issue Date occurs, the first date thereafter on which any shares of Series B-11 Preferred Stock may be resold pursuant to Rule 144 under the Securities Act, or the B-11 Resale Registration Statement has become effective. Notwithstanding the foregoing, the Series B-11 Preferred Stock shall not convert into Class A Common Stock to the extent such conversion would cause a holder to exceed (i) 4.99% (the “B-11 Beneficial Ownership Limitation”) of the number of shares of the Class A Common Stock outstanding immediately after giving effect to the issuance of shares of Class A Common Stock issuable upon conversion of Series B-11 Preferred Stock held by the applicable holder or (ii) the aggregate number of shares of Class A Common Stock that the Company may issue upon conversion of the Series B-11 Preferred Stock without breaching the Company’s obligations under the rules and regulations of Nasdaq (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”). To the extent a conversion would cause a holder to exceed the B-11 Beneficial Ownership Limitation or Exchange Cap, as applicable, the conversion of the portion of such conversion that would exceed the B-11 Beneficial Ownership Limitation or Exchange Cap, as applicable, shall be delayed until the first day the conversion of such portion would not cause the holder to exceed the B-11 Beneficial Ownership Limitation or, with respect to the Exchange Cap, when stockholder approval as required by the applicable rules and regulations of Nasdaq has been obtained. Further, to the extent any such share of Series B-11 Preferred Stock has not otherwise automatically converted into shares of Class A Common Stock, the B-11 Conversion Price for such shares shall be subject to additional resets on the terms described in the B-11 Certificate of Designation on the last date of each month. Ranking Series B-11 Preferred Stock will, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company, rank: (a) junior with respect to the Company’s Series A Convertible Preferred Stock, par value $0.001 per share; (b) pari passu to the Class A Common Stock, Series B-1 Resettable Convertible Preferred Stock, par value $0.001 per share, Series B-2 Resettable Convertible Preferred Stock, par value $0.001 per share, Series B-3 Resettable Convertible Preferred Stock, par value $0.001 per share, Series B-4 Resettable Convertible Preferred Stock, par value $0.001 per share, Series B-5 Resettable Convertible Preferred Stock, par value $0.001 per share, Series B-6 Resettable Convertible Preferred Stock, par value $0.001 per share, Series B-7 Resettable Convertible Preferred Stock, par value $0.001 per share, Series B-8 Resettable Convertible Preferred Stock, par value $0.001 per share, Series B-9 Resettable Convertible Preferred Stock, par value $0.001 per share, and Series B-10 Resettable Convertible Preferred Stock, par value $0.001 per share; (c) senior, pari passu or junior with respect to any other series of preferred stock, as set forth in the Certificate of Designation with respect to such preferred stock; and (d) junior to all existing and future indebtedness of the Company. Liquidation Preference In the event of any liquidation or dissolution of the Company, the holders of Series B-11 Preferred Stock shall be entitled to receive, pro rata with the holders of the Company’s Class A Common Stock, and any other shares of preferred stock of the Company identified as “Designated Preferred Stock,” a per share amount equal to such amount per share as would have been payable had all shares of Series B-11 Preferred Stock been converted to Class A Common Stock pursuant to Section 8 of the B-11 Certificate of Designation (without giving effect to any ownership limitations therein) immediately prior to such liquidation or dissolution of the Company (the “Liquidation Preference”). The Series B-11 Preferred Stock shall be a series of Designated Preferred Stock. Dividends Dividends will be paid on the Series B-11 Preferred Stock on an as-converted basis when, as, and if paid on the Class A Common Stock. Voting Rights Except as required by law, the holders of Series B-11 Preferred Stock shall not be entitled to vote at any meeting of the stockholders for election of members of the Board of Directors of the Company or for any other purpose or otherwise to participate in any action taken by the Company or the stockholders thereof, or to receive notice of any meeting of stockholders. The foregoing summary of the B-11 Certificate of Designation does not purport to be complete and is subject to, and qualified in its entirety by, such document, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure. On July 13, 2026, the Company issued a press release announcing the closing of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as expressly set forth in such filing.