UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 29, 2025

Beneficient

(Exact Name of Registrant as Specified in Charter)

Nevada

001-41715

72-1573705

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

325 North St. Paul Street, Suite 4850

Dallas, Texas 75201

(Address of Principal Executive Offices, and Zip Code)

(214) 445-4700

Registrant’s Telephone Number, Including Area Code

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Shares of Class A common stock, par value $0.001 per share	BENF	Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock, par value $0.001 per share, and one share of Series A convertible preferred stock, par value $0.001 per share	BENFW	Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 29, 2025, Beneficient (the “Company”) held its 2025 annual meeting of stockholders (as previously adjourned on each of March 31, 2025, April 16, 2025, April 30, 2025 and May 28, 2025, the “Annual Meeting”). Holders of shares of the Company’s Class A common stock, par value $0.001 per share (“Class A common stock”), and Class B common stock, par value $0.001 per share (“Class B common stock”), representing a total of 5,509,937 votes were present or represented by proxy at the Annual Meeting, representing approximately 51% of the Company’s total voting power as of the February 28, 2025 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 21, 2025.

Proposal 1: To elect seven directors to serve until the Company’s 2026 annual meeting of stockholders and until their successors are duly elected and qualified (“Proposal 1”). Holders of shares of Class B common stock, voting as a separate class, were entitled to elect that number of directors which constitutes fifty-one percent (51%) (rounded up to the nearest whole number) of the total number of directors on the Company’s Board of Directors (the “Board” and such directors, the “Class B Directors”). Holders of shares of Class A common stock and holders of shares of Class B common stock, voting together as a single class, were entitled to elect all remaining directors on the Board (the “Class A Directors”).

Nominee	Votes Cast For		Votes Withheld		Broker Non-Votes
Class B Directors
Brad K. Heppner		2,392,570		-		-
Derek L. Fletcher		2,392,570		-		-
Thomas O. Hicks		2,392,570		-		-
Bruce W. Schnitzer		2,392,570		-		-

Class A Directors
Peter T. Cangany		4,373,394		322,243		814,300
Patrick J. Donegan		4,275,526		420,111		814,300
Karen J. Wendel		4,266,094		429,543		814,300

Proposal 2: To ratify the appointment of Weaver and Tidwell, LLP as the Company’s independent registered public accounting firm for the year ending March 31, 2025 (“Proposal 2”).

Votes Cast For				Votes Cast Against				Abstentions
	4,971,981				223,639				314,317

Based on the foregoing votes, both Proposal 1 and Proposal 2 were approved. No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BENEFICIENT

	By:	/s/ Gregory W. Ezell
	Name:	Gregory W. Ezell
	Title:	Chief Financial Officer

	Dated:	June 4, 2025

SEC Form 8-K filed by Beneficient