Beneficient (NASDAQ: BENF) retires $27.5M loan principal, leaves $1.66M interest

Rhea-AI Filing Summary

Beneficient filed a prospectus supplement covering 71,017,840 shares of its Class A common stock, updating its existing Form S-1 prospectus with new information from a recent current report. The supplement incorporates a Form 8-K describing that the company has completed repayment of approximately $27.5 million of loans owed to a Texas state bank, satisfying all outstanding principal under that facility.

Those loans were made under the Hicks Holdings Credit Agreement, which initially provided a $25.0 million term loan and was later amended to add a subsequent term loan of up to approximately $1.7 million, both fully drawn. After repaying principal on January 12, 2026, Beneficient still owes $1.66 million to Hicks Holdings for interest and fees, which it expects to pay over time on mutually agreed terms; once these amounts are paid, all obligations under the Hicks Holdings Credit Agreement will be fully satisfied.

Insights

Capital structure and credit analyst

Beneficient repays about $27.5M in loan principal, leaving $1.66M of interest and fees outstanding under a related-party credit agreement.

Beneficient discloses that it has repaid approximately $27.5 million of loans owed to a Texas state bank under the Hicks Holdings Credit Agreement, eliminating all outstanding principal ahead of the scheduled maturity on October 19, 2026. The facility originally consisted of a three-year term loan of $25.0 million, later amended to add a subsequent term loan of up to approximately $1.7 million, both of which were fully drawn.

The company notes that Hicks Holdings, whose former managing member Thomas O. Hicks previously served as chairman of the board, may be deemed to have a direct or indirect material financial interest in the transactions governed by this agreement. Following the principal repayment on January 12, 2026, Beneficient still owes $1.66 million of interest and fees to Hicks Holdings, which has been deferred with payment expected over time on terms to be mutually agreed between Hicks Holdings and the loan parties. The disclosure indicates that all obligations under the Hicks Holdings Credit Agreement will be satisfied once these Outstanding Amounts are paid.

The prospectus supplement does not change the existing registration of 71,017,840 shares of Class A common stock on Form S-1, but simply updates that prospectus with the new current report. The overall impact on the investment case depends on how the retired debt and remaining $1.66 million in obligations compare with the company’s broader balance sheet and liquidity metrics, which are not detailed in this excerpt.

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Accepted by SEC EDGAR 01/20/2026 - 07:17 AM Learn about SEC filing dates

FAQ

What does Beneficient (BENF) register in this prospectus supplement?

The prospectus supplement relates to an existing prospectus covering 71,017,840 shares of Beneficient’s Class A common stock. The supplement itself does not introduce a new securities amount; it updates the prior Form S-1 prospectus with information contained in a new Form 8-K.

What key debt-related development does Beneficient disclose in this filing?

Beneficient reports that it has completed repayment of approximately $27.5 million of loans, satisfying 100% of the outstanding principal ultimately owed to a Texas state bank under the Hicks Holdings Credit Agreement.

How much does Beneficient still owe under the Hicks Holdings Credit Agreement?

After repaying all principal, Beneficient still owes $1.66 million to Hicks Holdings for interest and fees, described as Outstanding Amounts. The company anticipates paying these over time on terms mutually agreed by Hicks Holdings and the loan parties.

When were the Hicks Holdings loans originally established and amended?

The Hicks Holdings Credit Agreement was dated October 19, 2023 and initially provided a $25.0 million term loan. It was amended on August 16, 2024 to add a subsequent term loan of up to approximately $1.7 million, which was fully drawn at closing of the amendment.

What happens to Beneficient’s obligations once the Outstanding Amounts are paid?

The company states that as a result of the principal repayment, all obligations under the credit agreement with the Texas state bank have been satisfied, and that upon final payment of the $1.66 million Outstanding Amounts, all obligations under the Hicks Holdings Credit Agreement will be satisfied.

How is Hicks Holdings related to Beneficient’s former leadership?

The filing notes that the managing member of Hicks Holdings was Thomas O. Hicks, who previously served as the chairman of Beneficient’s Board of Directors. Hicks Holdings may be deemed to have a direct or indirect material financial interest in transactions under the credit agreement.

What are Beneficient’s Nasdaq trading symbols for its securities?

Beneficient’s Class A common stock trades on The Nasdaq Capital Market under the symbol "BENF", and its warrants, each exercisable for one share of Class A common stock and one share of Series A preferred stock at an exercise price of $11.50, trade under the symbol "BENFW".

Prospectus Supplement No. 2 (to Prospectus dated January 2, 2026) Filed Pursuant to Rule 424(b)(3) Registration No. 333-292387

BENEFICIENT

71,017,840 Shares of Class A Common Stock

This prospectus supplement updates and supplements the prospectus of Beneficient, a Nevada corporation (the “Company,” “we,” “us” or “our”), dated January 2, 2026, which forms a part of our Registration Statement on Form S-1 (Registration No. 333-292387) (the “Prospectus”). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on January 20, 2026. Accordingly, we have attached the Form 8-K to this prospectus supplement. The information included in the Form 8-K that is furnished shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

This prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement updates and supplements the information in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Class A common stock, par value $0.001 per share (the “Class A common stock”), is listed on The Nasdaq Capital Market under the symbol “BENF,” and the warrants, with each warrant exercisable for one share of Class A common stock and one share of Series A preferred stock, par value $0.001 per share, at an exercise price of $11.50 (the “Warrants”), are listed on The Nasdaq Capital Market under the symbol “BENFW”. On January 16, 2026, the last reported sales price of the Class A common stock was $4.70 per share, and the last reported sales price of our Warrants was $0.0118 per Warrant. We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. Certain holders of our Class B common stock, par value $0.001 per share (the “Class B common stock”), have entered into a stockholders agreement concerning the election of directors of the Company, and holders of Class B common stock have the right to elect a majority of the Company’s directors. As a result, the Company is a “controlled company” within the meaning of the Nasdaq Listing Rules and may elect not to comply with certain corporate governance standards.

Investing in our securities involves risk. See the sections entitled “Risk Factors” beginning on page 8 of the Prospectus and under similar headings in any further amendments or supplements to the Prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if any Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is January 20, 2026.

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): January 20, 2026

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 7.01. Regulation FD Disclosure.

On January 20, 2026, Beneficient (the “Company”) issued a press release announcing that the Company completed the repayment of an aggregate of approximately $27.5 million of loans in satisfaction of 100% of the outstanding principal amounts ultimately owed to a Texas state bank (the “Lender”). A copy of such press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01 of Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01. Other Events.

As previously disclosed, Beneficient Financing, L.L.C. (the “Borrower”), a wholly owned subsidiary of the Company, and Beneficient Company Holdings, L.P., as guarantor (the “Guarantor” and together with the Borrower, the “Loan Parties”), are party to that certain Credit and Guaranty Agreement (as amended, the “Hicks Holdings Credit Agreement”), dated October 19, 2023, with HH-BDH LLC, whose sole member is Hicks Holdings Operating, LLC, a Delaware limited liability company (“Hicks Holdings”). The managing member of Hicks Holdings was Thomas O. Hicks, who previously served as the chairman of the Company’s Board of Directors. The Lender receives customary fees and expenses in its capacity as a lender and as the administrative agent under the Hicks Holdings Credit Agreement. Hicks Holdings may be deemed to have a direct or indirect material financial interest with respect to the transactions contemplated by the Hicks Holdings Credit Agreement.

The Hicks Holdings Credit Agreement originally provided for a three-year term loan in the aggregate principal amount of $25.0 million, which was fully drawn upon closing of the Hicks Holdings Credit Agreement. The Hicks Holdings Credit Agreement was further amended on August 16, 2024 (the “Amendment”) to, among other things, add a subsequent term loan of up to approximately $1.7 million, which was fully drawn upon closing of the Amendment.

On January 12, 2026, the Company repaid the remaining outstanding principal under the loans prior to the stated maturity date of October 19, 2026. The Company still owes $1.66 million to Hicks Holdings for interest and fees (“Outstanding Amounts”) that it agreed to defer. The Company anticipates paying the Outstanding Amounts over time on terms mutually agreed upon by Hicks Holdings and the Loan Parties. As a result of the repayment, all obligations under the credit agreement with the Lender have been satisfied, and upon final payment of the Outstanding Amounts, all obligations under the Hicks Holdings Credit Agreement will be satisfied.  

The foregoing descriptions of the Hicks Holdings Credit Agreement, the Amendment and the loans are summaries only, do not purport to be complete, and are qualified in their entirety by reference to the Hicks Holdings Credit Agreement and the Amendment, copies of which are filed as Exhibit 10.1 to the Current Report on Form 8-K filed on October 20, 2023, and as Exhibit 10.1 to the Current Report on Form 8-K filed on August 21, 2024, respectively.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press Release issued by Beneficient on January 20, 2026.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

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:	January 20, 2026