Beneficient

DEF 14A 1 formdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

BENEFICIENT

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Meeting Date: October 29, 2026

To the Stockholders of Beneficient:

Notice is hereby given that the Special Meeting of Stockholders (the “Special Meeting”) of Beneficient (the “Company,” “Beneficient,” “us,” “we” and “our”) will be held on Thursday, October 29, 2026 at 9:00 a.m., Central Time. The Special Meeting will be held at the offices of Haynes and Boone, LLP at 2801 N. Harwood Street, Suite 2300, Dallas, Texas 75201. During the Special Meeting, stockholders will be asked to consider and vote upon the following proposals:

Stockholders are referred to the accompanying proxy statement (the “Proxy Statement”) for more detailed information with respect to the matters to be considered at the Special Meeting. After careful consideration,the Board recommends a vote “FOR” the Yorkville Share Issuance Proposal and “FOR” the Adjournment Proposal.

Our Board of Directors (the “Board”) has fixed the close of business on Thursday, September 24, 2026 as the record date (the “Record Date”) for determining the stockholders entitled to notice of, and to vote at, the Special Meeting or any adjournments thereof. Only the stockholders of record of our Common Stock are entitled to receive notice of, and to vote at, the Special Meeting or any adjournments thereof. The 2,902,240 shares of Class A Common Stock issued to Yorkville under the A&R SEPA from June 26, 2026 through the close of business on the Record Date, including 280,631 shares issued as payment of a commitment fee and 2,621,609 shares issued upon conversion of the Promissory Notes, are not entitled to vote on the Yorkville Share Issuance Proposal in accordance with Nasdaq Listing Rule 5635(d). The date of mailing this Notice of Meeting and Proxy Statement is on or about October 19, 2026.

You are cordially invited to attend the Special Meeting. Whether or not you expect to attend the Special Meeting, you are requested to read the enclosed Proxy Statement and to sign, date and return the accompanying proxy card or voting instruction form as soon as possible. This will assure your representation and a quorum for the transaction of business at the Special Meeting. If you attend the Special Meeting, the proxy will not be used if you so request by revoking it as described in the Proxy Statement. If you decide to attend the Special Meeting, you will be able to vote at the Special Meeting, even if you have previously submitted your proxy or voting instruction form.

Hard copies of the Company’s Proxy Statement to security holders in connection with the Special Meeting are being mailed to stockholders of record as of the close of business on Thursday, September 24, 2026, beginning on or about October 19, 2026. The Company’s Proxy Statement to security holders is also available at https://www.cstproxy.com/beneficient/sm2026.

If you have any questions about accessing materials or voting, please call 917-262-2373.

YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT.

If your shares are registered in your name, even if you plan to attend the Special Meeting or any postponement or adjournment of the Special Meeting, we request that you vote by telephone, over the Internet, or complete, sign and mail your proxy card to ensure that your shares will be represented at the Special Meeting.

If your shares are held in the name of a broker, trust, bank or other nominee, and you receive notice of the Special Meeting through your broker or through another intermediary, please vote or complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Special Meeting and vote at the Special Meeting. Failure to do so may result in your shares not being eligible to be voted by proxy at the Special Meeting.

By order of our Board,

/s/ James G. Silk

James G. Silk

Chief Executive Officer

325 N. Saint Paul Street, Suite 4850

Dallas, Texas 75201

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON October 29, 2026

October 19, 2026

Dear Beneficient Stockholders:

You are invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of Beneficient (the “Company,” “Beneficient,” “us,” “we” and “our”) on Thursday, October 29, 2026, which will be held at the offices of Haynes and Boone, LLP at 2801 N. Harwood Street, Suite 2300, Dallas, Texas 75201, at 9:00 a.m., Central Time. You or your proxyholder will be able to attend the Special Meeting, vote your shares, and submit questions during the Special Meeting. Enclosed with this letter are your notice of Special Meeting of Stockholders, the accompanying proxy statement (the “Proxy Statement”) and proxy voting card. The Proxy Statement included with this notice discusses the proposals to be considered at the Special Meeting. Please review the voting materials at https://www.cstproxy.com/beneficient/sm2026.

At this Special Meeting, you will be asked to consider and vote upon the following proposals:

Our Board of Directors (the “Board”) has fixed the close of business on Thursday, September 24, 2026 as the record date for determining the stockholders entitled to notice of and to vote at the Special Meeting and any adjournment and postponements thereof (the “Record Date”). Only holders of record of shares of our Common Stock on the Record Date are entitled to receive notice of the Special Meeting and to vote at the Special Meeting or at any postponement(s) or adjournment(s) of the Special Meeting. The 2,902,240 shares of Class A Common Stock issued to Yorkville under the A&R SEPA from June 26, 2026 through the close of business on the Record Date, including 280,631 shares issued as payment of a commitment fee and 2,621,609 shares issued upon conversion of the Promissory Notes, are not entitled to vote on the Yorkville Share Issuance Proposal in accordance with Nasdaq Listing Rule 5635(d).

Accordingly, we urge you to review the accompanying material carefully and to promptly return the enclosed proxy card or voting instruction form. On the following pages, we provide answers to frequently asked questions about the Special Meeting.

Your vote is important.Whether or not you expect to attend the Special Meeting, you are requested to read the enclosed Proxy Statement and to sign, date and return the accompanying proxy card or voting instruction form as soon as possible. I encourage you to vote by telephone, over the Internet, or by marking, signing, dating and returning the enclosed proxy card so that your shares will be represented and voted at the Special Meeting, whether or not you plan to attend. If you decide to attend the Special Meeting, you will be able to vote at the Special Meeting, even if you have previously submitted your proxy or voting instruction form.

If your shares are held in the name of a broker, trust, bank or other nominee, and you receive notice of the Special Meeting through your broker or through another intermediary, please vote or return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Special Meeting and vote at the Special Meeting. Failure to do so may result in your shares not being eligible to be voted by proxy at the Special Meeting.

On behalf of the Board, I urge you to submit your proxy as soon as possible, even if you currently plan to attend the Special Meeting.

Thank you for your ongoing support.

Sincerely,

/s/ James G. Silk

James G. Silk

Chief Executive Officer

TABLE OF CONTENTS

i

Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this proxy statement that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the Company’s intent or ability to raise additional capital pursuant to the Amended and Restated Standby Equity Purchase Agreement dated June 26, 2026 (the “A&R SEPA”), our expectations regarding issuing shares and obtaining financing under the A&R SEPA generally, the potential dilutive effects of any future issuances pursuant to the A&R SEPA, and the impact of any future issuances pursuant to the A&R SEPA on prevailing market prices for our Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”). These statements are based on management’s current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including that the Yorkville Share Issuance Proposal (as defined herein) may not be approved by the Company’s stockholders. For other important factors that could cause actual results to differ materially from the forward-looking statements in this proxy statement, please see the risks and uncertainties identified under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, 2026, as updated by the Company’s Quarterly Reports on Form 10-Q, each of which is available on the Company’s website at www.trustben.com and on the Securities and Exchange Commission (“SEC”) website at www.sec.gov. All forward-looking statements reflect the Company’s beliefs and assumptions only as of the date of this proxy statement. The Company undertakes no obligation to update forward-looking statements to reflect future events or circumstances.

ii

PROXY STATEMENT

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 29, 2026

This proxy statement (the “Proxy Statement”) is furnished to you by the Board of Directors (the “Board”) of Beneficient in connection with the solicitation of proxies for use at the special meeting of stockholders (the “Special Meeting”) to be held at the offices of Haynes and Boone, LLP at 2801 N. Harwood Street, Suite 2300, Dallas, Texas 75201, on Thursday, October 29, 2026 at 9:00 a.m., Central Time, for the purposes set forth in the accompanying Notice of Special Meeting of Stockholders (the “Notice”), and at any postponement(s), adjournment(s) or recess(es) thereof. Hard copies of this Proxy Statement, along with the Notice and either a proxy card or a voting instruction form, are being mailed to our stockholders of record as of the close of business on Thursday, September 24, 2026, beginning on or about October 19, 2026.

Unless the context otherwise requires, in this Proxy Statement, we use the terms “Beneficient,” “we,” “our,” “us” and the “Company” to refer to Beneficient. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our Class A Common Stock and our Class B common stock, par value $0.001 per share (“Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”).

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on October 29, 2026: Pursuant to the rules of the SEC, with respect to the Special Meeting, we have elected to utilize the “full set delivery” option of providing paper copies of all of our proxy materials by mail. The Notice of Special Meeting and Proxy Statement are also available at https://www.cstproxy.com/beneficient/sm2026.

iii