Form 8-K

8-K — Beneficient

Accession: 0001493152-26-013672

Filed: 2026-03-30

Period: 2026-03-27

CIK: 0001775734

SIC: 6199 (FINANCE SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of report (Date of earliest event reported): March 27, 2026

Beneficient

(Exact

Name of Registrant as Specified in Charter)

Nevada

001-41715

72-1573705

(State

or Other Jurisdiction

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 ☒

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 5.02.

Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

described below under Item 5.07 of this Current Report on Form 8-K (“Current Report”), on March 27, 2026, at the 2026 annual

meeting of stockholders (the “Annual Meeting”) of Beneficient (the “Company”), stockholders approved an amendment

to the Beneficient 2023 Long Term Incentive Plan to increase the number of shares of the Company’s Class A common stock, $0.001

par value per share (the “Class A Common Stock”), reserved for issuance pursuant to awards (the “LTIP Amendment”).

As a result, the LTIP Amendment became effective on March 27, 2026. A description of the material terms of the LTIP Amendment is included

under the heading “Proposal 3: Approval of Amendment to the Beneficient 2023 Long Term Incentive Plan” in the Company’s

Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 13, 2026 (the “Proxy Statement”),

which is incorporated by reference herein. Such description is qualified in its entirety by reference to the full text of the LTIP Amendment,

a copy of which is attached as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

Item 5.07.

Submission of

Matters to a Vote of Security Holders.

March 27, 2026, the Company held its Annual Meeting. A total of 13,261,279 shares of the Company’s Class A Common Stock and 2,066

shares of the Company’s Class B common stock, $0.001 par value per share (the “Class B Common Stock,” and together

with the Class A Common Stock, the “Common Stock”) were present in person or represented by proxy at the Annual Meeting,

representing approximately 91.7% of the Company’s total voting power as of the February 13, 2026 record date. The following are

the voting results for the proposals considered and voted upon at the Annual Meeting, each of which was described in the Proxy Statement.

Proposal

1: To elect three Class A directors to serve until the Company’s 2027 annual meeting of stockholders and until their successors

are duly elected and qualified (“Proposal 1”).

Class A Director

Nominees

Votes Cast

For

Votes Withheld

Peter T. Cangany

12,918,933

363,006

Patrick J. Donegan

13,110,913

171,026

Karen J. Wendel

13,111,162

170,777

Proposal

2: To ratify the appointment of Weaver and Tidwell, LLP as the Company’s independent registered public accounting firm for the

fiscal year ending March 31, 2026 (“Proposal 2”).

Votes Cast

For

Votes Cast

Against

Abstentions

Broker Non-Votes

13,280,642

1,286

Proposal

3: To approve the LTIP Amendment to increase the number of shares of Class A Common Stock reserved for issuance pursuant to awards (“Proposal

3”).

Votes Cast

For

Votes Cast

Against

Abstentions

12,904,161

377,771

Based

on the foregoing votes, each of the Class A director nominees named in Proposal 1 was reelected, and each of Proposal 2 and Proposal

3 was approved. No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

Item 9.01.

Financial Statements

and Exhibits.

Exhibit

No.

Description

of Exhibit

10.1

First Amendment to the Beneficient 2023 Long Term Incentive Plan.

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:

March 30, 2026

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

FIRST AMENDMENT

TO THE

BENEFICIENT 2023 LONG-TERM INCENTIVE PLAN

This

FIRST Amendment to the BENEFICIENT 2023 LONG-TERM INCENTIVE PLAN (this

“Amendment”), effective as of March 27, 2026, is made and entered into by Beneficient, a Nevada corporation

(the “Company”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein

shall have the meanings ascribed to such terms in the Beneficient 2023 Long-Term Incentive Plan (the “Plan”).

RECITALS

Whereas,

pursuant to Article 9 of the Plan, the Board of Directors of the Company (the “Board”) may amend the Plan at

any time and from time to time, subject to approval of the Company’s stockholders in accordance with Article 9 of the Plan;

Whereas,

the Board desires to amend the Plan to (i) increase the aggregate number of shares of Common Stock that may be issued under the Plan,

as set forth in Article 5 of the Plan, by an additional 1,000,000 shares of Common Stock, for an aggregate maximum total of 1,000,000

plus 15% of the total number of shares outstanding or issuable upon the conversion or exchange of outstanding securities of the Company

or its subsidiaries, and (ii) provide for the automatic adjustment, on the first trading date of each calendar quarter, of the number

of shares of Common Stock remaining for grant under the Plan by the amount necessary such that the total number of shares of Common Stock

that may be issued under the Plan equals the lesser of (x) 200,000,000 shares of Common Stock (after giving effect to any stock splits

occurring prior to January 1, 2026), and (y) 1,000,000 plus 15% of the total number of shares of Common Stock outstanding; and

Whereas,

the Board intends to submit this Amendment to the Company’s stockholders for their approval.

NOW,

THEREFORE, in accordance with Article 9 of the Plan,

the Company hereby amends the Plan as follows:

Section 5.1 of the Plan is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following new

Section 5.1:

5.1

Number Available for Awards. Subject to adjustment as provided in Articles 11 and 12, the maximum number of shares of Common Stock

that may be delivered pursuant to Awards granted under the Plan is 1,000,000 shares of Common Stock plus fifteen percent (15%) of the

total number of shares of Common Stock outstanding or issuable upon the conversion or exchange of outstanding securities of the Company

or its Subsidiaries, determined as of the Effective Date (the “Authorized Shares”), of which one hundred percent

(100%) may be delivered pursuant to Incentive Stock Options (the “ISO Limit”). Notwithstanding the foregoing,

on the first trading date of each calendar quarter (the “Adjustment Date”), the number of Authorized Shares

for grant under the Plan shall be increased by the amount necessary so that the total number of shares of Common Stock that may be issued

under the Plan shall equal the lesser of (i) 200,000,000 shares of Common Stock (after giving effect to any stock splits occurring prior

to January 1, 2026), and (ii) 1,000,000 shares of Common Stock plus fifteen percent (15%) of the total number of shares of Common Stock

outstanding or issuable upon the conversion or exchange of outstanding securities of the Company or its Subsidiaries, determined as of

the Adjustment Date; provided, however, that no such adjustment shall have any effect on, or otherwise change the ISO Limit, except for

any adjustments permitted in Articles 11 and 12 below. Shares to be issued may be made available from authorized but unissued Common

Stock, Common Stock held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During

the term of this Plan, the Company will at all times reserve and keep available the number of shares of Common Stock that shall be sufficient

to satisfy the requirements of this Plan.

This Amendment shall be effective on the date first set forth above. In the event stockholder approval of this Amendment is not obtained

within twelve (12) months of the date the Board approved this Amendment, the additional shares added to the Plan pursuant to this Amendment

shall not be available for grant as Incentive Stock Options.

Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.

[Remainder

of the Page Intentionally Left Blank;

Signature Page Follows]

WITNESS WHEREOF, the Company has caused this Amendment

to be duly executed as of the date first written above.

BENEFICIENT

By:

/s/

David B. Rost

Name:

David B. Rost

Title:

General Counsel

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