Beneficient

Previous wording

Through Ben Markets, we provide broker-dealer services through our subsidiary, AltAccess Securities Company, L.P. (“AltAccess Securities”), a Financial Industry Regulatory Authority, Inc. (“FINRA”) member and SEC registered broker-dealer, and transfer agent services through our subsidiary, Beneficient Transfer and Clearing Company, L.L.C. (“Beneficient Transfer”), an SEC registered transfer agent, each in connection with offering our liquidity products.

Current wording

Through Ben Markets, we provide broker-dealer services through our subsidiary, AltAccess Securities Company, L.P. (“AltAccess Securities”), a Financial Industry Regulatory Authority, Inc. (“FINRA”) member and Securities and Exchange Commission (“SEC”) registered broker-dealer, and transfer agent services through our subsidiary, Beneficient Transfer and Clearing Company, L.L.C. (“Beneficient Transfer”), an SEC registered transfer agent, each in connection with offering our liquidity products.

Previous wording

While Ben’s financial products and services are presently primarily offered through Ben Liquidity and Ben Custody, Ben plans to expand its capabilities under Ben Custody and provide additional products and services through Ben Insurance, L.L.C. and its subsidiaries (collectively, “Ben Insurance Services”) and Ben Markets L.L.C., including its subsidiaries (“Ben Markets”) in the future. Ben Insurance Services plans to provide insurance products and services to certain “affiliates” (as defined in the Kansas Captive Insurance Act), including the Customer ExAlt Trusts, custody accounts and other trusts for which BFF serves as trustee or custodian, to cover risks attendant to the ownership, management and transfer of alternative assets and financings related to alternative asset transactions. On August 8, 2025, our subsidiary, Beneficient Insurance Company, L.L.C. (“BIC”), voluntarily withdrew its application for an insurance charter with the Commissioner of Insurance of the State of Kansas but intends to refile such application in the future. Additionally, BIC’s wholly-owned subsidiary, PEN Indemnity Insurance Company, LTD. (“PEN”) has been registered and licensed as a Class 3 insurer with the Bermuda Monetary Authority under the Bermuda Insurance Act of 1978, and Ben Insurance Services may or may not seek approval from the Bermuda authorities for PEN to become operational. Pending approval from the Bermuda authorities, PEN would advise on, retrocede and re-insure policies consistent with those policies underwritten domestically by BIC.

Current wording

While Ben’s financial products and services are presently primarily offered through Ben Liquidity and Ben Custody, Ben plans to expand its capabilities under Ben Custody and provide additional products and services through Ben Insurance, L.L.C. and its subsidiaries (collectively, “Ben Insurance Services”) and Ben Markets L.L.C., including its subsidiaries (“Ben Markets”) in the future. Ben Insurance Services plans to provide insurance products and services to certain “affiliates” (as defined in the Kansas Captive Insurance Act), including the Customer ExAlt Trusts, custody accounts and other trusts for which BFF serves as trustee or custodian, to cover risks attendant to the ownership, management and transfer of alternative assets and financings related to alternative asset transactions. On August 8, 2025, our subsidiary, Beneficient Insurance Company, L.L.C. (“BIC”), voluntarily withdrew its application for an insurance charter with the Commissioner of Insurance of the State of Kansas but intends to refile such application in the future. Additionally, BIC’s wholly-owned subsidiary, PEN Indemnity Insurance Company, LTD. (“PEN”) had been registered and licensed as a Class 3 insurer with the Bermuda Monetary Authority under the Bermuda Insurance Act of 1978, but the Company has decided to not seek approval from the Bermuda authorities for PEN to become operational. The Company is in the process of dissolving the relevant Bermuda entities.

Previous wording

Each of our liquidity, primary capital, custody, trustee, trust administration, transfer agent and broker-dealer products and services are structured to be deliverable to our Customers through our online digital platform, AltAccess. AltAccess serves as the centralizing hub of our business and is an interactive, secure, end-to-end portal through which Customers select among our products and services and complete transactions in a regulated environment. Our internal technology team developed Ben’s AltAccess enterprise software systems and managed services, which consist of an integrated array of proprietary and third-party software solutions curated together to power the AltAccess platform enabling our Customers to access our products and services, select those that fit their specific needs and close transactions with Ben. The AltAccess platform is designed to ultimately be provided through a software as a service model to multiple intermediaries, including commercial lenders, and to be accessed through an application programming interface for these intermediaries to deploy in their businesses. Ben AltAccess’s online platform is presently no longer publicly accessible as its being re-engineered to better met the needs of our Customers. In the interim, we plan to continue to meet the needs of our Customers seeking liquidity, custody, trust and data services for their alternative assets via other methods.

Current wording

Each of our liquidity, primary capital, custody, trustee, trust administration, transfer agent and broker-dealer products and services are structured to be deliverable to our Customers through our online digital platform, AltAccess. AltAccess serves as the centralizing hub of our business and is an interactive, secure, end-to-end portal through which Customers select among our products and services and complete transactions in a regulated environment. Our internal technology team developed Ben’s AltAccess enterprise software systems and managed services, which consist of an integrated array of proprietary and third-party software solutions curated together to power the AltAccess platform enabling our Customers to access our products and services, select those that fit their specific needs and close transactions with Ben. The AltAccess platform is designed to ultimately be provided through a software as a service model to multiple intermediaries, including commercial lenders, and to be accessed through an application programming interface for these intermediaries to deploy in their businesses. Ben AltAccess’s online platform is presently no longer publicly accessible as it’s being re-engineered to better meet the needs of our Customers. In the interim, we plan to continue to meet the needs of our Customers seeking liquidity, custody, trust and data services for their alternative assets via other methods.

Previous wording

AltAccess is designed to operate seamlessly across the Ben Business Units, each of which are subject to regulation by various state and federal regulatory agencies. We believe Ben’s utilization of a centralized portal as a core capability and tool for our Customer’s seamless access to a range of alternative assets products and services is unique in the industry. In conducting its trustee, custodial, fiduciary financing and other authorized operations, BFF is regulated by the OSBC (the OSBC does not regulate the entirety of Beneficient). As a result, our AltAccess platform is periodically examined by the OSBC, and is further assessed by a third-party organization, who issues a System and Organizational Controls (“SOC”) 2 type 2 and SOC 3 compliance report for the benefit of our Customer users.

Current wording

While not presently publicly accessible, AltAccess is designed to operate seamlessly across the Ben Business Units, each of which are subject to regulation by various state and federal regulatory agencies. We believe Ben’s utilization of a centralized portal as a core capability and tool for our Customer’s seamless access to a range of alternative assets products and services is unique in the industry. In conducting its trustee, custodial, fiduciary financing and other authorized operations, BFF is regulated by the OSBC (the OSBC does not regulate the entirety of Beneficient). As a result, our AltAccess platform is periodically examined by the OSBC, and has previously been further assessed by a third-party organization, who issued a System and Organizational Controls (“SOC”) 2 type 2 and SOC 3 compliance report for the benefit of our Customer users for the year ended March 31, 2025. The Company did not engage this third-party organization to complete such SOC compliance reports in our most recently completed fiscal year and may not seek such engagements in future periods either.

Previous wording

•Ben Liquidity is our primary business line and offers Ben’s alternative asset liquidity and fiduciary financing products and primary capital products through Ben AltAccess. As noted above, Ben AltAccess’s online platform is presently no longer publicly accessible as its being re-engineered to better met the needs of our Customers. In the interim, we plan to continue to meet the needs of our Customers seeking liquidity, custody, trust and data services for their alternative assets via other methods.

Current wording

•Ben Liquidity is our primary business line and offers Ben’s alternative asset liquidity and fiduciary financing products and primary capital products through Ben AltAccess. As noted above, Ben AltAccess’s online platform is presently no longer publicly accessible as it’s being re-engineered to better meet the needs of our Customers. In the interim, we plan to continue to meet the needs of our Customers seeking liquidity, custody, trust and data services for their alternative assets via other methods.

Previous wording

As further described under “Recent Developments - Asset Sales Initiative,” at various dates during the quarter ended December 31, 2025, entities held by a Customer ExAlt Trust and managed by an indirect subsidiary of the Company completed the sales of beneficial interests or redemption of equity interests with respect to certain limited partner interests held for the benefit of such Customer ExAlt Trust, pursuant to which, the sellers received aggregate gross proceeds of approximately $13.5 million for the sale of such interests. In January 2026, another completed sale occurred for gross proceeds of approximately $0.2 million.

Current wording

As further described under “Recent Developments - Asset Sales Initiative,” at various dates during the quarter ended June 30, 2026, entities held by a Customer ExAlt Trust and managed by an indirect subsidiary of the Company completed the sales of beneficial interests or redemption of equity interests with respect to certain limited partner interests held for the benefit of such Customer ExAlt Trust, pursuant to which, the sellers received aggregate gross proceeds of approximately $6.2 million for the sale of such interests. In August 2026, another completed sale occurred for gross proceeds of approximately $0.4 million.

Previous wording

Our Ben Liquidity and Ben Custody business segments, which relate to our current operating subsidiaries that are owned by the holders of equity in the Company (including BCH), recognize revenue through (i) interest income on ExAlt Loans made to the Customer ExAlt Trusts in connection with our liquidity transactions for Customers, (ii) fee income billed at closing, but recognized as revenue ratably over the expected life of the alternative asset, for each liquidity transaction with Customers for services including access to and use of the AltAccess platform, transfer of the alternative assets, and delivery of the consideration to the client, and (iii) recurring fee income recognized each period for providing services including trustee, custody, and trust administration of the Customer ExAlt Trusts while they hold investments. Ben Liquidity and Ben Custody revenue recognized for the three and nine months ended December 31, 2025 and 2024 is as follows:

Current wording

Our Ben Liquidity and Ben Custody business segments, which relate to our current operating subsidiaries that are owned by the holders of equity in the Company (including BCH), recognize revenue through (i) interest income on ExAlt Loans made to the Customer ExAlt Trusts in connection with our liquidity transactions for Customers, (ii) fee income billed at closing, but recognized as revenue ratably over the expected life of the alternative asset, for each liquidity transaction with Customers for services including access to and use of the AltAccess platform, transfer of the alternative assets, and delivery of the consideration to the client, and (iii) recurring fee income recognized each period for providing services including trustee, custody, and trust administration of the Customer ExAlt Trusts while they hold investments. Ben Liquidity and Ben Custody revenue recognized for the three months ended June 30, 2026 and 2025 is as follows:

Previous wording

a. Ben Liquidity recognized $8.2 million and $11.3 million in interest income during the three months ended December 31, 2025 and 2024, respectively. For the nine months ended December 31, 2025 and 2024, Ben Liquidity recognized interest income of $25.5 million and $34.1 million, respectively.

Current wording

a. Ben Liquidity recognized $8.2 million and $8.8 million in interest income during the three months ended June 30, 2026 and 2025, respectively.

Previous wording

b. Ben Custody recognized $2.9 million and $5.4 million in trust services and administration revenues during the three months ended December 31, 2025 and 2024, respectively. For the nine months ended December 31, 2025 and 2024, Ben Custody recognized trust services and administration revenues of $10.2 million and $16.2 million, respectively. Trust services and administrative revenues are comprised of both the fee income billed at the closing of the transactions that is being amortized into revenue and the recurring fee income billed during the periods.

Current wording

b. Ben Custody recognized $2.5 million and $4.2 million in trust services and administration revenues during the three months ended June 30, 2026 and 2025, respectively, comprised of both the fee income billed at the closing of the transactions that is being amortized into revenue and the recurring fee income billed during the periods.

Previous wording

The following table presents a reconciliation of operating income (loss) of our reportable segments, excluding the Customer ExAlt Trusts, to net income (loss) attributable to Beneficient common shareholders. This reconciliation serves to provide users of our financial statements an understanding and visual aide of the reportable segments that impact net income (loss) attributable to the common shareholder and reiterates that the consolidation of the Customer ExAlt Trusts has no impact on the net income (loss) attributable to Beneficient common shareholders.

Current wording

As a result of the above along with the existing equity capital structure described below under“Noncontrolling Interests”, the net income (loss) of the Company can vary significantly from the net income (loss) attributable to the Beneficient common shareholders. The following table presents a reconciliation of operating income (loss) of our reportable segments, excluding the Customer ExAlt Trusts, to net income (loss) attributable to Beneficient common shareholders. This reconciliation serves to provide users of our financial statements an understanding and visual aid of the reportable segments that impact net income (loss) attributable to the common shareholder and reiterates that the consolidation of the Customer ExAlt Trusts has no impact on the net income (loss) attributable to Beneficient common shareholders.

Previous wording

Effective December 15, 2025, Peter T. Cangany, Jr. was elected to be the Chairman of the Board of Directors. Effective on July 20, 2025, James G. Silk was named the Interim Chief Executive Officer.

Current wording

Effective on July 20, 2025, James G. Silk was named the Interim Chief Executive Officer. On June 24, 2026, Mr. Silk was named as the permanent Chief Executive Officer.

Previous wording

Brad K. Heppner previously served as the CEO and Chairman of the Board of Directors and resigned from both positions on June 19, 2025 following a request from the Company’s counsel, acting at the direction of the Audit Committee of the Board of Directors, for Mr. Heppner to sit for a formal interview regarding, among other things, his knowledge of certain documents and information concerning Mr. Heppner’s relationship to HCLP provided to the Company’s auditors in 2019. The interview request was made after the Company identified credible evidence that Mr. Heppner participated in fabricating and delivering fake documents to the Company regarding his and others’ relationships to HCLP, knowing that these documents would be provided to the Company’s auditors. The Company continues to consider additional information it has learned about other conduct by Mr. Heppner and other persons that purportedly controlled HCLP to determine the extent to which any of that conduct surrounding HCLP was fraudulent. On November 4, 2025, Mr. Heppner was indicted by the United States Southern District of New York charging Mr. Heppner with various counts comprised of securities fraud, wire fraud, conspiracy to commit securities fraud and wire fraud, false statements to auditors, and falsification of records.

Current wording

Brad K. Heppner previously served as the CEO and Chairman of the Board of Directors (the “Board”) and resigned from both positions on June 19, 2025 following a request from the Company’s counsel, acting at the direction of the Audit Committee of the Board, for Mr. Heppner to sit for a formal interview regarding, among other things, his knowledge of certain documents and information concerning Mr. Heppner’s relationship to HCLP provided to the Company’s auditors in 2019. The interview request was made after the Company identified credible evidence that Mr. Heppner participated in fabricating and delivering fake documents to the Company regarding his and others’ relationships to HCLP, knowing that these documents would be provided to the Company’s auditors. The Company continues to consider additional information it has learned about other conduct by Mr. Heppner and other persons that purportedly controlled HCLP to determine the extent to which any of that conduct surrounding HCLP was fraudulent. On November 4, 2025, Mr. Heppner was indicted by the United States Southern District of New York charging Mr. Heppner with various counts comprised of securities fraud, wire fraud, conspiracy to commit securities fraud and wire fraud, false statements to auditors, and falsification of records. At trial, it was established that Mr. Heppner fabricated the HCLP Loan, that HCLP was controlled by Mr. Heppner and that monies paid to HCLP in connection with the HCLP Loan were paid to Mr. Heppner. On May 7, 2026, Mr. Heppner was convicted of securities fraud, wire fraud, conspiracy to commit securities fraud and wire fraud, and false statements to auditors.

Previous wording

As part of the Asset Sales Initiative, on June 6, 2025 and July 1, 2025, entities (“Sellers”) held by a Customer ExAlt Trust and managed by an indirect subsidiary of the Company completed the sale of beneficial interests with respect to certain limited partner interests (the “Interests”) held for the benefit of such Customer ExAlt Trust. The Sellers received aggregate gross proceeds of $25.1 million for the sale of the beneficial interests included in this transaction. The Sellers paid an agreed upon brokerage commission and certain transaction costs out of such gross proceeds. The remainder of the proceeds were distributed to the Customer ExAlt Trust, which then used such proceeds as follows: (i) a portion (2.5%) of the proceeds will be distributed to the beneficiaries of the Customer ExAlt Trust and (ii) the remainder was paid to a subsidiary of the Company as payment on outstanding accrued fees (if any) and/or a loan repayment on the outstanding loan issued by BFF to such Customer ExAlt Trust. The proceeds for the fee payment and the loan repayment were then available for use by the Company. The Company was required to pay approximately $11.2 million out of the net proceeds to HH-BDH LLC as a principal and interest payment on the loan previously made by HH-BDH LLC to Beneficient Financing, LLC. HH-BDH LLC is an entity affiliated with Mr. Thomas O. Hicks, who was a member of the Company’s board of directors and was named chairman of the board of directors in June 2025 until his passing in December 2025.

Current wording

As part of the Asset Sales Initiative, on various dates starting on June 6, 2025 through March 31, 2026, entities (“Sellers”) held by a Customer ExAlt Trust and managed by an indirect subsidiary of the Company completed the sale of beneficial interests with respect to certain limited partner interests or equity securities (the “Interests”) held for the benefit of such Customer ExAlt Trust. Cumulatively, the Sellers received aggregate gross proceeds of $51.4 million for the sale of the beneficial interests or equity securities included in these transactions. For each such transaction, the Sellers generally paid an agreed upon brokerage commission and certain transaction costs out of such gross proceeds. The remainder of the net proceeds were distributed to the Customer ExAlt Trust, which then used such proceeds as follows: (i) a portion (2.5%) of the proceeds will be distributed to the beneficiaries of the Customer ExAlt Trust and (ii) the remainder was paid to a subsidiary of the Company as payment on outstanding accrued fees (if any) and/or a loan repayment on the outstanding loan issued by BFF to such Customer ExAlt Trust. The proceeds for the fee payment and the loan repayment were then available for use by the Company. For each transaction, the Company was required to pay certain agreed upon amounts out of the net proceeds to HH-BDH LLC as a principal and interest payment on the loan previously made by HH-BDH LLC to Beneficient Financing, LLC. HH-BDH LLC is an entity affiliated with Mr. Mack Hicks, who was a member of the Board.

Previous wording

At various dates in December 2025, these entities agreed to sell additional beneficial interests with respect to certain limited partner interests or equity securities they held for the benefit of such Customer ExAlt Trust. The Sellers received aggregate gross proceeds of approximately $3.8 million for the sale of such interests included in this transaction. In January 2026, these entities completed another sale for gross proceeds of approximately $0.2 million. The Sellers paid brokerage commissions and certain transaction costs out of such gross proceeds. The remainder of the proceeds were distributed to the Customer ExAlt Trust, which then used such proceeds as follows: (i) a portion (2.5%) of the proceeds will be distributed to the beneficiaries of the Customer ExAlt Trust and (ii) the remainder was paid to a subsidiary of the Company as payment on outstanding accrued fees (if any) and/or a loan repayment on the outstanding loan issued by BFF to such Customer ExAlt Trust. The proceeds for the fee payment and the loan repayment were then available for use by the Company. Principally using proceeds from the asset sales completed in December, the Company paid off the remaining outstanding principal on the HH-BDH Credit Agreement in the amount of $3.7 million in January 2026.

Current wording

In the three months ended June 30, 2026, Sellers completed additional sales for gross proceeds of approximately $6.2 million. The Sellers paid certain transaction costs out of such gross proceeds. The remainder of the net proceeds were distributed to the Customer ExAlt Trust, which then used such proceeds as follows: (i) a portion (2.5%) of the proceeds will be distributed to the beneficiaries of the Customer ExAlt Trust and (ii) the remainder was paid to a subsidiary of the Company as payment on outstanding accrued fees (if any) and/or a loan repayment on the outstanding loan issued by BFF to such Customer ExAlt Trust. The proceeds for the fee payment and the loan repayment were then available for use by the Company. In August 2026, these entities completed an additional sale for gross proceeds of approximately $0.4 million.

Previous wording

As part of one of the transactions that was executed in December 2025, three limited partnership interests remain under contract to be sold for which funding has not yet occurred. Once those three transactions close and fund, gross proceeds are expected to be approximately $4.3 million, subject to change based on any capital calls funded or distributions received in the intervening time period.

Current wording

As part of two of the executed transactions, two limited partnership interests remain under contract to be sold for which funding has not yet occurred. Once those two transactions close and fund, gross proceeds are expected to be approximately $0.4 million, subject to change based on any capital calls funded or distributions received in the intervening time period.

Previous wording

On January 5, 2026, the Company funded the closing of a primary capital transaction pursuant to definitive agreements entered into on December 31, 2025 with respect to a limited partner interest in an investment fund with a NAV of $3.0 million. Pursuant to such transaction, the Customer ExAlt Trusts acquired the limited partnership, and in exchange for such interest, the customer received 302,273 shares of the Company’s Series B-9 Resettable Convertible Preferred Stock, par value $0.001 per share (the “Series B-9 preferred stock”), with such Series B-9 preferred stock being convertible into shares of the Company’s Class A common stock. Each share of the Series B-9 preferred stock is convertible at the election of the holder into shares of the Class A common stock initially at a conversion price of $7.1332 per share, and is subject to reset from time to time, subject to a floor of $5.3499 per share. A maximum of 565,007 shares of Class A common stock may be issued upon conversion of the Series B-9 preferred stock.

Current wording

On January 5, 2026, the Company funded the closing of a primary capital transaction pursuant to definitive agreements entered into on December 31, 2025 with respect to a limited partner interest in an investment fund with a NAV of $3.0 million. Pursuant to such transaction, the Customer ExAlt Trusts acquired the limited partnership, and in exchange for such interest, on July 13, 2026, the customer received 302,273 shares of the Company’s Series B-9 Resettable Convertible Preferred Stock, par value $0.001 per share (the “Series B-9 preferred stock”), with such Series B-9 preferred stock being convertible into 226,005 shares of the Company’s Class A common stock. Each share of the Series B-9 preferred stock is convertible at the election of the holder into shares of the Class A common stock initially at a conversion price of $7.1332 per share, and is subject to reset from time to time, subject to a floor of $5.3499 per share. A maximum of 565,007 shares of Class A common stock may be issued upon conversion of the Series B-9 preferred stock.

Previous wording

On January 5, 2026 and January 29, 2026, the holder of the Series B-7 preferred stock elected to convert 11,667 and 2,334 shares of Series B-7 preferred stock in to 48,955 and 9,794 shares of Class A common stock, respectively, at a price per share of approximately $2.38 pursuant to the terms of the Series B-7 certificate of designation. The issuance of the Class A common stock in exchange for the Series B-7 preferred stock was made in reliance on the exemption provided by Section 3(a)(9) of the Securities Act.

Current wording

On each April 7, 2026 and July 2, 2026 the holder of the Series B-7 preferred stock elected to convert 2,334 shares of Series B-7 preferred stock into 9,794 shares of Class A common stock, at a price per share of approximately $2.38 pursuant to the terms of the Series B-7 certificate of designation. The issuance of the Class A common stock in exchange for the Series B-7 preferred stock was made in reliance on the exemption provided by Section 3(a)(9) of the Securities Act.

Previous wording

On June 27, 2023, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”). On January 6, 2026 and January 26, 2026, Yorkville purchased 10,000, and 4,000 shares of Class A common stock for prices of $6.12 and $4.87 per share, respectively, pursuant to the terms of the SEPA. Such issuances were in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

Current wording

On June 27, 2023, the Company entered into a Standby Equity Purchase Agreement (the “2023 SEPA”) with Yorkville. On April 15, 2026, Yorkville purchased 60,000 shares of Class A common stock for $3.88 per share pursuant to the terms of the 2023 SEPA. Such issuances were in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.

Previous wording

On July 29, 2024, the Texas State District Court, Dallas County 134th Judicial District (the “Texas District Court”) entered an order vacating the Arbitration Award in its entirety. The Texas District Court directed the parties to file motions requesting any further relief that may be available within twenty days of the order. On August 2, 2024, the Claimant filed an appeal to challenge the order vacating the Arbitration Award in the Texas Fifth Court of Appeals. The Claimant filed his opening brief on October 28, 2024, and the Company filed its response brief on January 21, 2025. On February 10, 2025, the Claimant filed his reply brief. The Texas Fifth Court of Appeals heard oral arguments in April 2025. On October 10, 2025, the Texas Fifth Court of Appeals reversed the judgment of the Texas District Court and confirmed the previous Arbitration Award. On November 12, 2025, the Company filed a motion for re-hearing with the Texas Fifth Court of Appeals. The Company will continue to vigorously defend itself in this matter and we are exploring available options with respect to the Arbitration Award, which may include appealing to the Texas Supreme Court or working with the claimant in the arbitration on settlement terms that could reduce the potential near term cash obligations associated with the arbitration.

Current wording

On July 29, 2024, the Texas State District Court, Dallas County 134th Judicial District (the “Texas District Court”) entered an order vacating the Arbitration Award in its entirety. The Texas District Court directed the parties to file motions requesting any further relief that may be available within twenty days of the order. On August 2, 2024, the Claimant filed an appeal to challenge the order vacating the Arbitration Award in the Texas Fifth Court of Appeals. The Claimant filed his opening brief on October 28, 2024, and the Company filed its response brief on January 21, 2025. On February 10, 2025, the Claimant filed his reply brief. The Texas Fifth Court of Appeals heard oral arguments in April 2025. On October 10, 2025, the Texas Fifth Court of Appeals reversed the judgment of the Texas District Court and confirmed the previous Arbitration Award. On November 12, 2025, the Company filed a motion for re-hearing with the Texas Fifth Court of Appeals. On May 13, 2026, the Texas Fifth Court of Appeals denied the Company’s motion for re-hearing. On June 4, 2026, the Company filed a petition for review with the Supreme Court of Texas requesting that it reverse the Texas Fifth Court of Appeals’ ruling and reinstate the trial court’s decision to vacate the arbitration award. In the Texas District Court, on April 20, 2026, the Company was ordered to post a bond of not less than $25 million as security to protect the judgment pending appeal. On April 30, 2026, the Company filed a Motion for Reconsideration and Stay challenging the bond order. On June 18, 2026, the Company filed a Sworn Declaration establishing that the aggregate current net worth of the defendant entities under GAAP as determined under Texas law is negative. On June 22, 2026, consistent with the Sworn Declaration, the Company deposited a $100 cash bond in lieu of a supersedeas bond pursuant to Texas Rule of Appellate Procedure 24.2(a)(1) and Texas Civil Practice & Remedies Code § 52.006. The Company will continue to vigorously defend itself in this matter and we are exploring available options with respect to the Arbitration Award, which may include working with the claimant on settlement terms that could reduce the potential near term cash obligations associated with the arbitration. There can be no assurance that we will be able to reach a settlement on terms that are favorable to us or at all.

Previous wording

As a result of the order issued on July 29, 2024, the Company released the liability associated with the Arbitration Award, which resulted in the release of the previously recognized loss contingency accrual in the amount of $55.0 million being reflected in the nine months ended December 31, 2024 consolidated statement of comprehensive income (loss). As a result of the order issued on October 10, 2025, the Company recorded a loss contingency associated with the Arbitration Award, including post-judgment interest and fees, which resulted in a loss of $62.8 million being reflected in thenine months ended December 31, 2025 consolidated statement of comprehensive income (loss). Additional interest accruing on the Arbitration Award during thethree and nine months ended December 31, 2025 totaled $1.7 million and $3.4 million and is reflected in the interest expense line item in the consolidated statements of comprehensive income (loss).

Current wording

As a result of the order issued on July 29, 2024, the Company released the liability associated with the Arbitration Award, which resulted in the release of the previously recognized loss contingency accrual in the amount of $55.0 million being reflected in the three months ended June 30, 2024 consolidated statement of comprehensive income (loss). As a result of the order issued on October 10, 2025, the Company recorded a loss contingency associated with the Arbitration Award, including post-judgment interest and fees, which resulted in a loss of $62.8 million being reflected in thethree months ended June 30, 2025 consolidated statement of comprehensive income (loss). Additional interest accruing on the Arbitration Award during thethree months ended June 30, 2026 and 2025 totaled $1.8 million and nil, respectively, and is reflected in the interest expense line item in the consolidated statements of comprehensive income (loss).

Previous wording

–Volatility in the price of our Class A common stock. The price of our Class A common stock may impact our ability to enter into liquidity transactions with our Customers. If our stock price declines, our potential Customers may be less likely to engage with us and accept our Class A common stock, or securities convertible into our Class A common stock, in exchange for their alternative assets. Furthermore, a significant sustained decrease in our stock price has in the past been an indicator, and in the future may indicate, that impairment is present and may require a quantitative impairment assessment of our assets including goodwill and intangible assets. Any such future impairment charges for goodwill may reduce our overall assets and may result in a change in the perceived value of the Company and ultimately may be reflected as a reduction in the market price of our securities. Additionally, we have begun to enter into financings in which the Customer ExAlt Trusts use our Class A common stock or convertible preferred stock as consideration to meet capital calls or make other capital contributions in alternative asset funds, which in turn hold such securities as an investment. Volatility, either positively or negatively, in the price of our Class A common stock may have a compounding effect on our consolidated investment income and cause further decreases in our stock price in the event our securities comprise a significant portion of such alternative asset funds’ aggregate assets. We were previously notified by Nasdaq that based on the Company’s non-compliance with the Bid Price and the Periodic Filing Requirement, the Company’s securities were subject to delisting. Subsequent to that notification, we also received notification that the Company was not in compliance with the Minimum Stockholders’ Equity Requirement, which served as an additional basis that subjected the Company’s securities to delisting. As described above, the Company has regained compliance with the Periodic Filing Requirement, the Bid Price Requirement and the MVLS Requirement (as an alternative to the Minimum Stockholders’ Equity Requirement). Although the Company has taken definitive steps to to regain compliance with all applicable criteria for continued listing on The Nasdaq Capital Market, there can be no assurance that the Company will be able to maintain compliance with all the applicable listing requirements. See the risk factor titled “At times in the past, we have been notified by Nasdaq of our failure to comply with certain continued listing requirements. While we are currently in compliance with all applicable continued listing requirements and standards of Nasdaq, if we are unable to maintain compliance with the applicable listing requirements, our Class A common stock could be delisted from Nasdaq” for more information.

Current wording

–Volatility in the price of our Class A common stock. The price of our Class A common stock may impact our ability to enter into liquidity transactions with our Customers. If our stock price declines, our potential Customers may be less likely to engage with us and accept our Class A common stock, or securities convertible into our Class A common stock, in exchange for their alternative assets. Furthermore, a significant sustained decrease in our stock price has in the past been an indicator, and in the future may indicate, that impairment is present and may require a quantitative impairment assessment of our assets including goodwill and intangible assets. Any such future impairment charges for goodwill may reduce our overall assets and may result in a change in the perceived value of the Company and ultimately may be reflected as a reduction in the market price of our securities. Additionally, we have begun to enter into financings in which the Customer ExAlt Trusts use our Class A common stock or convertible preferred stock as consideration to meet capital calls or make other capital contributions in alternative asset funds, which in turn hold such securities as an investment. Volatility, either positively or negatively, in the price of our Class A common stock may have a compounding effect on our consolidated investment income and cause further decreases in our stock price in the event our securities comprise a significant portion of such alternative asset funds’ aggregate assets. We have received delisting notices from Nasdaq in the past related to noncompliance with certain Nasdaq continued listing rules. While we are currently in compliance with all applicable continued listing requirements and standards of Nasdaq, there can be no assurance that the Company will be able to maintain compliance with all the applicable listing requirements in the future. See the risk factor titled “At times in the past, we have been notified by Nasdaq of our failure to comply with certain continued listing requirements. While we are currently in compliance with all applicable continued listing requirements and standards of Nasdaq, if we are unable to maintain compliance with the applicable listing requirements, our Class A common stock could be delisted from Nasdaq” in our Annual Report for more information.

Previous wording

In October 2023, following a series of attacks by Hamas on Israeli civilian and military targets, Israel declared war on Hamas in Gaza. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine and as a result, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The ongoing Russia-Ukraine conflict and Israel-Hamas conflict could have a negative impact on the economy and business activity globally (including in the countries in which the Customer ExAlt Trusts currently holds investments or may hold investments in the future), and therefore, could adversely affect the performance of the Customer ExAlt Trusts’ investments.

Current wording

In February 2026, the U.S. and Israel launched coordinated military strikes against Iran, which retaliated with missile attacks across the region. In October 2023, following a series of attacks by Hamas on Israeli civilian and military targets, Israel declared war on Hamas in Gaza. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine and as a result, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. These ongoing conflicts could have a negative impact on the economy and business activity globally (including in the countries in which the Customer ExAlt Trusts currently holds investments or may hold investments in the future), and therefore, could adversely affect the performance of the Customer ExAlt Trusts’ investments.

Previous wording

The extent and impact of any sanctions imposed in connection with the Russia-Ukraine conflict has caused and may continue to cause financial market volatility and impact the global economy. Volatility and disruption in the equity and credit markets can adversely affect the portfolio companies underlying the investments held by the Customer ExAlt Trusts and adversely affect the investment performance. Our ability to manage exposure to market conditions is limited. Market deterioration could cause the Company to experience reduced liquidity, earnings and cash flow, recognize impairment charges, or face challenges in raising capital and making investments on attractive terms. Adverse market conditions can also affect the ability of investment funds held by the Customer ExAlt Trusts to liquidate positions in a timely and efficient manner. As a result, this presents material uncertainty and risk with respect to the performance of the investments held by the Customer ExAlt Trusts, even though the Customer ExAlt Trusts do not hold any investments with material operations in Russia, Ukraine, or Israel. The cash flows from the investments held by the Customer ExAlt Trusts serve as the collateral to the ExAlt Loans and the fees that are paid by the Customer ExAlt Trusts to Ben for administering these trusts, both of which are key determinants in the income allocated to Ben’s and BCH’s equity holders.

Current wording

The extent and impact of any sanctions imposed in connection with the ongoing conflicts between Russia and Ukraine and in the Middle East has caused and may continue to cause financial market volatility and impact the global economy. Volatility and disruption in the equity and credit markets can adversely affect the portfolio companies underlying the investments held by the Customer ExAlt Trusts and adversely affect the investment performance. Our ability to manage exposure to market conditions is limited. Market deterioration could cause the Company to experience reduced liquidity, earnings and cash flow, recognize impairment charges, or face challenges in raising capital and making investments on attractive terms. Adverse market conditions can also affect the ability of investment funds held by the Customer ExAlt Trusts to liquidate positions in a timely and efficient manner. As a result, this presents material uncertainty and risk with respect to the performance of the investments held by the Customer ExAlt Trusts, even though the Customer ExAlt Trusts do not hold any investments with material operations in Russia, Ukraine, Israel, or Iran. The cash flows from the investments held by the Customer ExAlt Trusts serve as the collateral to the ExAlt Loans and the fees that are paid by the Customer ExAlt Trusts to Ben for administering these trusts, both of which are key determinants in the income allocated to Ben’s and BCH’s equity holders.

Previous wording

We continue to evaluate the impact of the ongoing Russia-Ukraine conflict, Israel-Hamas conflict and other items, such as inflation, rising interest rates, changes in regulatory requirements and tariffs, and assess the impact on financial markets and our business. Our future results may be adversely affected by slowdowns in fundraising activity and the pace of new liquidity transactions with our customers.

Current wording

We continue to evaluate the impact of the ongoing conflicts between Russia and Ukraine and in the Middle East and other items, such as inflation, volatile interest rates, changes in regulatory requirements and tariffs, and assess the impact on financial markets and our business. Our future results may be adversely affected by slowdowns in fundraising activity and the pace of new liquidity transactions with our customers.

Previous wording

–Accrual (Release) of Equity Awards Arbitration Loss Contingency. During the year ended March 31, 2024, the Company accrued a loss contingency based on the findings of the sole arbitrator that in terminating the equity awards of a former member of the Board of Directors of Beneficient Management, LLC, the Company had breached its contractual obligations, and as a result, the sole arbitrator awarded the former board member the Arbitration Award. During the nine months ended December 31, 2024, the Company released the loss contingency accrual based on the Texas State District Court, Dallas County 134th Judicial District entering an order vacating the Arbitration Award in its entirety. On October 10, 2025, the Texas Fifth Court of Appeals reversed the judgment of the Texas District Court and confirmed the previous Arbitration Award. Thus, the Company recorded aloss contingency associated with the Arbitration Award, including post-judgment interest and fees, which resulted in a loss of $62.8 million during the nine months ended December 31, 2025. In addition to the loss contingency, we have recorded interest accruing on the Arbitration Award during thethree and nine months ended December 31, 2025 totaling $1.7 million and $3.4 million and is reflected in the interest expense line item in the consolidated statements of comprehensive income (loss). Thus, the fiscal year 2025 year-to-date amounts reflect the release of the accrual of the Arbitration Award of $55.0 million while the fiscal year 2026 year-to-date amounts reflect the accrual of the Arbitration Award, plus post-judgment interest and fees, for a total of $66.2 million.

Current wording

–Accrual (Release) of Equity Awards Arbitration Loss Contingency. During the year ended March 31, 2024, the Company accrued a loss contingency based on the findings of the sole arbitrator that in terminating the equity awards of a former member of the Board of Directors of Beneficient Management, LLC, the Company had breached its contractual obligations, and as a result, the sole arbitrator awarded the former board member the Arbitration Award. During the three months ended June 30, 2025, the Company released the loss contingency accrual based on the Texas State District Court, Dallas County 134th Judicial District entering an order vacating the Arbitration Award in its entirety. On October 10, 2025, the Texas Fifth Court of Appeals reversed the judgment of the Texas District Court and confirmed the previous Arbitration Award. Thus, the Company recorded aloss contingency associated with the Arbitration Award, including post-judgment interest and fees, which resulted in a loss of $62.8 million during the three months ended June 30, 2025. In addition to the loss contingency, we have recorded interest accruing on the Arbitration Award. During the three months ended June 30, 2026 and 2025, interest on the Arbitration Award totaled $1.8 million and nil, respectively, and is reflected in the interest expense line item in the consolidated statements of comprehensive income (loss). Thus, the fiscal year 2026 year-to-date amounts reflect the accrual of the Arbitration Award of $62.8 million while the fiscal year 2027 year-to-date amounts reflects only the post judgment interest accrual of $1.8 million. The total accrual of the Arbitration Award, plus post-judgment interest and fees, is $69.7 million as of June 30, 2026.

Previous wording

–Derivative asset recognized in Limited Conversion. During the three and nine months ended December 31, 2025, a embedded derivative related to the appreciation forfeiture provision involving the Class A common stock issued as part of the Limited Conversion was bifurcated and recorded as a derivative asset at fair value on the conversion date, with subsequent changes in fair value recognized in gain (loss) on financial instruments, net. During the three and nine months ended December 31, 2025, unrealized gain on the change in fair value was recognized totaling $44.1 million. There were not such amounts in the prior year periods since the embedded derivative did not exist. The derivative asset is remeasured at each reporting date until settlement on January 1, 2028.

Current wording

–Derivative asset recognized in Limited Conversion. During October 2025, an embedded derivative related to the appreciation forfeiture provision involving the Class A common stock issued as part of the Limited Conversion was bifurcated and recorded as a derivative asset at fair value on the conversion date, with subsequent changes in fair value recognized in gain (loss) on financial instruments, net. During the three months ended June 30, 2026, unrealized loss on the change in fair value was recognized totaling $3.8 million. There were not such amounts in the prior year periods since the embedded derivative did not exist prior to October 2025. The derivative asset is remeasured at each reporting date until settlement on January 1, 2028.

Previous wording

Adjusted revenue. We define adjusted revenue as revenue adjusted to exclude the effect of mark-to-market adjustments on related party equity securities that were acquired both prior to and in the Collateral Swap (the “Collateral Swap”), which on August 1, 2023, became interests in the GWG Wind Down Trust.

Current wording

Adjusted revenue. We define adjusted revenue as revenue adjusted to exclude the effect of mark-to-market adjustments on related party equity securities that were acquired both prior to and in the Collateral Swap (the “Collateral Swap”), which on August 1, 2023, became interests in the GWG Wind Down Trust and mark-to-market adjustments on derivative asset related to appreciation forfeiture for shares issued in the limited conversion of BCH Preferred A-1 to Class A common stock.

Previous wording

During the three and nine months ended December 31, 2025 and 2024, we earned revenues on a consolidated basis from the following primary sources:

Current wording

During the three months ended June 30, 2026 and 2025, we earned revenues on a consolidated basis from the following primary sources:

Previous wording

•Interest Expense. Interest expense includes interest accrued to our senior lender under our amended and restated First Lien Credit Agreement and Second Lien Credit Agreement (as described under “Liquidity and Capital Resources — Amended Credit Agreements”), interest on the borrowings under the HH-BDH Credit Agreement, interest accrued on the ExAlt Trust Loan Payable, and interest accrued on our other debt due to related parties. When we issue debt, we amortize the financing costs (commissions and other fees) associated with such indebtedness over the outstanding term of the financing and classify it as interest expense. Additional interest accruing on the Arbitration Award during thethree and nine months ended December 31, 2025 totaling $1.7 million and $3.4 million is reflected in the interest expense line item.

Current wording

•Interest Expense. Interest expense includes interest accrued to our senior lender under our amended and restated First Lien Credit Agreement and Second Lien Credit Agreement (as described under “Liquidity and Capital Resources — Amended Credit Agreements”), interest on the borrowings under the HH-BDH Credit Agreement, interest accrued on the ExAlt Trust Loan Payable, and interest accrued on our other debt due to related parties. When we issue debt, we amortize the financing costs (commissions and other fees) associated with such indebtedness over the outstanding term of the financing and classify it as interest expense. Additional interest accruing on the Arbitration Award during thethree months ended June 30, 2026 and 2025 totaled $1.8 million and nil, respectively, and is reflected in the interest expense line item in the consolidated statements of comprehensive income (loss).

Previous wording

•Professional Services. Professional services includes legal fees, audit fees, consulting fees, and other services.

Current wording

•Professional Services, net. Professional services, net includes legal fees, audit fees, consulting fees, and other services.

Previous wording

•Provision for Credit Losses. Provision for credit losses represents the amount charged to earnings each period for credit losses incurred on available-for-sale debt securities and for allowances taken on financial assets, primarily receivables under the Shared Services Agreement with GWG Holdings and note agreements with other parties originating during our formative transactions in 2018.

Current wording

•Provision for Credit Losses. Provision for credit losses represents the amount charged to earnings each period for credit losses incurred on available-for-sale debt securities and for allowances taken on financial assets.

Previous wording

•Loss on impairment of goodwill. Goodwill and indefinite-lived intangible assets are assessed for impairment on an annual basis and whenever events and circumstances indicate that these assets may be impaired, including as a result of significant sustained declines in the prevailing prices of our Class A common stock. We compare the fair value of each of our reporting units to its respective carrying value, including goodwill. If the respective carrying value, including goodwill, exceeds the reporting unit’s fair value, we will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair value, up to the amount of goodwill associated with the reporting unit.

Current wording

•Loss on impairment of goodwill and intangible assets. Goodwill and indefinite-lived intangible assets are assessed for impairment on an annual basis and whenever events and circumstances indicate that these assets may be impaired, including, for goodwill, as a result of significant sustained declines in the prevailing prices of our Class A common stock. For goodwill, we compare the fair value of each of our reporting units to its respective carrying value, including goodwill. If the respective carrying value, including goodwill, exceeds the reporting unit’s fair value, we will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair value, up to the amount of goodwill associated with the reporting unit. Intangible assets with an indefinite life are assessed for impairment annually, when, among other things, a significant change in the extent or manner in which an asset is used, a continual decline in the Company’s operating performance, or as a result of fundamental changes in a subsidiary’s business condition.

Previous wording

Gain (loss) on financial instruments, net increased $44.4 million for the three months ended December 31, 2025, compared to the same period of 2024, driven by the changes in fair value of the financial instruments held during the period. Gain on financial instruments, net for three months ended December 31, 2025, was driven by a $44.1 million increase in the fair value of the derivative asset at period end, which was recognized initially as part of the Limited Conversion that occurred in October 2025, partially offset by a $0.1 million decrease in the fair value of public equity securities and a $0.1 million increase in the fair value of our warrants liability. Loss on financial instruments, net for the three months ended December 31, 2024 was primarily driven by a $0.4 million decrease in the fair value of public equity securities and a $0.1 million combined loss in the fair value on the convertible debt, warrants and derivative liability.

Current wording

Loss on financial instruments, net increased $3.7 million for the three months ended June 30, 2026, compared to the same period of 2025, driven by the changes in fair value of the financial instruments held during the period. Loss on financial instruments, net for three months ended June 30, 2026, was driven by a $3.8 million decrease in the fair value of the derivative asset at period end, which was recognized initially as part of the Limited Conversion that occurred in October 2025. Loss on financial instruments, net for the three months ended June 30, 2025 was primarily driven by a $0.1 million decrease in the fair value of public equity securities offset by nominal decreases in the fair value of our warrants liability.

Previous wording

Employee compensation and benefits decreased $5.1 million for the nine months ended December 31, 2025, compared to the same period in 2024. The decrease is principally related to a $3.9 million decrease in equity-based compensation and a $1.3 million decrease in payroll and other benefit related costs due to a lower headcount in 2025 as compared to 2024.

Current wording

Employee compensation and benefits decreased $0.5 million for the three months ended June 30, 2026, compared to the same period in 2025. The decrease was related to a decrease in equity-based compensation of approximately $0.3 million and a $0.2 million decrease in payroll and other benefit related costs due to a lower headcount in 2026 as compared to 2025.

Previous wording

Professional services expense decreased $1.1 million for the three months ended December 31, 2025, compared to the same period in 2024, primarily due to decreases in other professional fees, tax fees related to a reduction in utilization of third-party preparers and legal fees related to the GWG Holdings, Inc. bankruptcy settlement, which received final court approval in January 2026.

Current wording

Professional services, net expense decreased $4.5 million for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to decreases in legal fees and other professional fees related to the GWG bankruptcy settlement, which received final court approval in January 2026, and the finalization of invoice reimbursements by the directors and officers insurance carriers that were previously recorded as an expense in prior periods.

Previous wording

Release of loss contingency related to arbitration award recognized during the nine months ended December 31, 2024, relates to the release of a previously recorded loss contingency recorded in our fiscal year ended March 31, 2024 that had been awarded against the Company during arbitration for compensatory damages, including prejudgment interest in a matter pertaining to a former director challenging the termination of certain equity awards under two incentive plans by the administrator of the incentive plans. The release of the loss contingency was based on a Texas District Court order vacating the previously recorded and disclosed arbitration award against Beneficient. Accrual of loss contingency related to Arbitration Award recognized during the nine months ended December 31, 2025, relates to the same arbitration involving a former director challenging the termination of certain equity awards under two incentive plans by the administrator of the incentive plans. The loss contingency is based on the Texas Fifth Court of Appeals reversing the judgment of the Texas District Court and confirming the Arbitration Award. The amount reflected during the nine months ended December 31, 2025 includes post-judgment interest and fees through June 30, 2025, resulting in a loss of approximately $62.8 million. Ongoing post-judgment interest costs are reflected in interest expense as described above.

Current wording

Accrual of loss contingency related to arbitration award relates toarbitration involving a former director challenging the termination of certain equity awards under two incentive plans by the administrator of the incentive plans. The loss contingency is based on the Texas Fifth Court of Appeals reversing the judgment of the Texas District Court and confirming the Arbitration Award. The amount reflected during the three months ended June 30, 2025 includes post-judgment interest and fees, resulting in a loss of approximately $62.8 million.

Previous wording

Other expenses decreased $0.7 million for the three months ended December 31, 2025, compared to the same period in 2024. The table below provides additional detail regarding our other expenses.

Current wording

Other expenses decreased $0.8 million for the three months ended June 30, 2026, compared to the same period in 2025. The table below provides additional detail regarding our other expenses.

Previous wording

Interest income decreased $3.1 million during the three months ended December 31, 2025 compared to the same period in 2024. The decrease was primarily driven by a higher percentage of loans being placed on nonaccrual status and paydowns on loan during the current year arising from proceeds from Asset Sales Initiative described elsewhere herein.

Current wording

Interest income decreased $0.6 million during the three months ended June 30, 2026 compared to the same period in 2025. The decrease was primarily driven by a higher percentage of loans being placed on nonaccrual status.

Previous wording

Provision for credit losses was $48.1 million for the nine months ended December 31, 2025, as compared to $21.9 million as of the same period in 2024. The provision for the current period increased over the prior period primarily due to interest capitalization outpacing loan paydowns from distributions or disposition proceeds from the collateral and growth in value of the collateral (or lack thereof).

Current wording

Provision for (recovery of)credit losses was $(3.4) million for the three months ended June 30, 2026 as compared to $10.3 million as of the same period in 2025. The provision for the current period decreased over the prior period primarily due to growth in value of the collateral arising from upward NAV adjustments based on updated reporting from the investment manager or sponsor along with new transactions closing over the past several months of calendar 2026.

Previous wording

Trust services and administration revenues decreased $2.5 million for the three months ended December 31, 2025, compared to the same period in 2024 driven by a decrease in the NAV of the alternative assets held by the Customer ExAlt Trusts, which is an input into the calculation of the recurring trust services revenues.

Current wording

Trust services and administration revenues decreased $1.7 million for the three months ended June 30, 2026, compared to the same period in 2025 driven by a decrease in the NAV of the alternative assets held by the Customer ExAlt Trusts, which is an input into the calculation of the recurring trust services revenues. The primary driver of the lower NAV of alternative assets held by the Customer ExAlt Trusts is the Asset Sales Initiative as described under “Recent Developments - Asset Sales Initiative”. The first completed transaction under the Asset Sales Initiative closed in June 2025.