Beneficient

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2025, the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2025.

Changes in Internal Control over Financial Reporting

Other than described below related to remediating the prior year material weakness, there were no changes in our internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, during the three months ended June 30, 2025, that materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

Remediation of Prior Year Material Weakness

As disclosed in the Company’s Annual Report on Form 10-K for the year ending March 31, 2025, the Company identified credible evidence that a certain now former member of senior management engaged in inappropriate conduct by participating in fabricating and delivering fake documents to the Company regarding his and others’ relationships to one of our lenders, knowing that these documents would be provided to the Company’s auditors and such actions did not comport with the Company’s culture of compliance, code of conduct and ethics. For the year ending March 31, 2025, we concluded that there was a deficiency in the control environment specifically because the foregoing actions failed to demonstrate commitment to integrity and ethical behavior and senior management did not set an appropriate tone at the top.

We implemented various remedial actions to address the material weakness described above. These actions included the following:

•certain senior management members are no longer employed by Beneficient;

•the roles of the chairperson of the board of directors and the CEO were separated.

•The Audit Committee, Board of Directors, and/or senior management have increased communication and training regarding the ethical values of Beneficient, requirement to comply with laws, our code of conduct and other policies.

As a result of such remediation efforts, the Company concluded that the material weakness has been remediated as of June 30, 2025.