Form 8-K

8-K — Beneficient

Accession: 0001493152-26-048820

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0001775734

SIC: 6199 (FINANCE SERVICES)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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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): October 28, 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 ☒

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.

October 28, 2026, Beneficient (the “Company”) issued a press release announcing that the Company and certain of its

subsidiaries filed a motion to intervene in the Delaware Court of Chancery litigation previously brought by HCLP Nominees, L.L.C. (“HCLP”)

against Delaware Trust Company (“DTC”).

copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The

information in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and 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”), or otherwise

subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,

as amended (the “Securities Act”), except as expressly set forth in such filing.

Item

8.01 Other Events.

previously announced, the Company has formulated and is implementing a comprehensive strategy intended to eliminate both the fraudulent

indebtedness asserted by HCLP and the equity interests in the Company and its subsidiaries held by the Company’s former Chief Executive

Officer, Brad Heppner, and his affiliated entities. The Company’s motion to intervene in litigation previously brought by

HCLP against DTC furthers this strategy and seeks to invalidate the HCLP credit agreements and related loan documents and cancel

the purported obligations, recover the approximately $211 million the Company previously paid on the purported debt and establish that

HCLP has no valid right to the related collateral.

Forward-Looking Statements

Some of the statements contained in

this Current Report on Form 8-K are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E

of the Exchange Act. These forward-looking statements reflect our views with respect to future events as of the date of this document

and are based on our management’s current expectations, estimates, forecasts, projections, assumptions, beliefs and information.

Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance

that these expectations will prove to have been correct. All such forward-looking statements are subject to risks and uncertainties,

many of which are outside of our control, and could cause future events or results to be materially different from those stated or implied

in this document. It is not possible to predict or identify all such risks. Many factors could cause actual future events to differ materially

from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: the risk that the outcome and timing

of the HCLP litigation, negotiations and other proceedings involving Mr. Heppner, HCLP and related parties may not be favorable; the

risk that we may not be able to negotiate a consensual resolution with Mr. Heppner on terms that are favorable, or at all; the ability

to enter into a definitive agreement with respect to a proposed resolution; the outcome of any appeal or other proceeding relating to

Mr. Heppner’s conviction; the risk that the Company is unable to obtain the relief it seeks or otherwise implement its strategy;

disputes concerning the validity, enforceability, ownership, amount, value or conversion of the HCLP claims or other Heppner-related

interests; the need for third-party or governmental actions, consents or approvals; the accounting and tax treatment of any resolution;

risks related to the substantial costs and diversion of management’s attention and resources due to these matters; and the risk

factors that are described under the section titled “Risk Factors” in our Annual Report on Form 10-K, Quarterly Reports on

Form 10-Q, Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission (the “SEC”). These

factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included

in this document and in our SEC filings. We expressly disclaim any obligation to publicly update or review any forward-looking statements,

whether as a result of new information, future developments or otherwise, except as required by applicable law.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

of Exhibit

99.1

Press Release of Beneficient.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

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:

October 28, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Beneficient

Advances Strategy to Eliminate HCLP Debt and Heppner Interests

Company

seeks to invalidate purported HCLP debt

DALLAS,

October 28, 2026 (GLOBE NEWSWIRE) — Beneficient (NASDAQ: BENF) (“Beneficient” or the “Company”), which

provides liquidity and primary capital solutions and related fiduciary services for alternative assets, today announced that it has taken

a significant step in executing its previously announced strategy to eliminate the purported HCLP debt and achieve a complete separation

from former Chief Executive Officer Brad Heppner and his affiliated entities.

October 23, 2026, the Company and certain subsidiaries filed a motion to intervene in the Delaware Court of Chancery litigation previously

brought by HCLP Nominees, L.L.C. (“HCLP”) against Delaware Trust Company. The accompanying proposed verified complaint seeks

to invalidate the HCLP credit agreements and related loan documents and cancel the purported obligations based on their role in Heppner’s

scheme, recover the approximately $211 million the Company previously paid on the purported debt, and establish that HCLP has no valid

right to the related collateral. If successful, this action would eliminate approximately $130 million of purported HCLP debt, leaving

the Company with an unleveraged balance sheet.

The

filing draws extensively on evidence presented at Heppner’s recent criminal trial, which resulted in his May 2026 conviction for

securities fraud, wire fraud and related offenses. It alleges that, as part of his fraudulent scheme, Heppner fabricated the original

debt from personal and family-office expenditures, fraudulently created additional debt obligations, and concealed his control of HCLP

through false representations and falsified documents he provided to the Company and its auditor. Heppner’s sentencing has been

rescheduled for January 11, 2027.

The

Company continues to pursue a potential consensual resolution that would accomplish the broader objectives the Company recently announced,

including eliminating the contested HCLP debt, addressing Heppner’s remaining equity and governance interests, and terminating

remaining contractual arrangements with him and his affiliated entities. Advancing the litigation protects the Company’s interests

and provides a judicial path to relief as those efforts continue.

“Mr. Heppner’s fraud should not continue to burden Beneficient and its stockholders,” said James G. Silk, Chief Executive

Officer. “We are executing the strategy we outlined in September and are pursuing a comprehensive resolution that allows the Company

to move forward. We will continue to take the steps necessary to achieve the objectives of that strategy, including additional litigation,

while we seek an acceptable consensual resolution. This filing advances our efforts by placing our claims before the Court and seeking

relief from the ongoing harm Heppner is causing. Our focus remains on strengthening Beneficient’s financial position and enabling

the business to realize its potential.”

The

proposed complaint is subject to the Court granting the motion to intervene. No definitive agreement concerning a consensual resolution

has been reached, and neither negotiations nor litigation assures a particular outcome. Beneficient continues to contest the HCLP debt

and other Heppner-related claims and interests and will report material developments as appropriate.

About

Beneficient

(Nasdaq: BENF) – Ben, for short – is on a mission to democratize the global alternative asset investment market by providing

traditionally underserved investors − mid-to-high net worth individuals, small-to-midsized institutions and General Partners seeking

exit options, anchor commitments and preferred liquidity services for their funds − with solutions that could help them unlock

the value in their alternative assets.

Its

subsidiary, Beneficient Fiduciary Financial, L.L.C., received its charter under the State of Kansas’ Technology-Enabled Fiduciary

Financial Institution (TEFFI) Act and is subject to regulatory oversight by the Office of the State Bank Commissioner.

For

more information, visit www.trustben.com or follow us on LinkedIn.

Contacts

Matt

Kreps: 214-597-8200, mkreps@darrowir.com

Michael

Wetherington: 214-284-1199, mwetherington@darrowir.com

Investor

Relations: investors@beneficient.com

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities

Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding the HCLP litigation,

the Company’s strategy and objectives concerning the HCLP debt and other Heppner-related interests; the Company’s ability

to obtain a judgment or other binding resolution declaring the purported HCLP debt and related liens void, invalid or unenforceable;

the potential conversion and exchange of Heppner-related equity interests; and the anticipated effects of these efforts on the Company’s

liabilities, collateral, capital structure, financial flexibility, legacy matters and stockholders. The words “anticipate,”

“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”

“may,” “might,” “plan,” “possible,” “potential,” “predict,”

“project,” “seek,” “should,” “target,” “will,” “would”

and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not

forward-looking. Forward-looking statements are based on management’s current expectations, beliefs, assumptions and information

and are not guarantees of future performance or results.

Important

factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include,

among others, the outcome and timing of the HCLP litigation, negotiations and other proceedings involving Mr. Heppner, HCLP and related

parties may not be favorable; the risk that we may not be able to negotiate a consensual resolution with Mr. Heppner on terms that are

favorable, or at all; the ability to enter into a definitive agreement with respect to a proposed resolution; the outcome of any appeal

or other proceeding relating to Mr. Heppner’s conviction; the risk that the Company is unable to obtain the relief it seeks or

otherwise implement its strategy; disputes concerning the validity, enforceability, ownership, amount, value or conversion of the HCLP

claims or other Heppner-related interests; the need for third-party or governmental actions, consents or approvals; the accounting and

tax treatment of any resolution; the costs and diversion of management’s attention and resources associated with these matters;

and the other risks, uncertainties and factors set forth under “Risk Factors” in the Company’s most recent Annual

Report on Form 10-K and its subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These factors should not

be construed as exhaustive and should be read together with the other cautionary statements included in this press release and the Company’s

filings with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. The Company

assumes no obligation to update or revise forward-looking statements to reflect actual results, subsequent events or circumstances, except

as required by applicable law.

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