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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)
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 | |
Exhibit 99.1
Beneficient Announces Early Payoff of Debt
DALLAS (January 20, 2026) – Beneficient (Nasdaq: BENF), a technology-enabled platform providing exit opportunities and primary capital solutions and related trust and custody services to holders of alternative assets, today announced that it has 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 (“Lender”).
As previously disclosed, on October 19, 2023, a subsidiary of the Company entered into a credit agreement with HH-BDH LLC, whose sole member is Hicks Holdings Operating, LLC (“Hicks Holdings”), and the Lender pursuant to which it ultimately borrowed an aggregate of approximately $27.5 million. The Company completed the repayment of the principal amount of the loans approximately ten months prior to the original maturity date. Pursuant to the terms of the credit agreement, the Company still owes approximately $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 the parties.
The early repayment reflects the Company’s continued focus on strengthening its balance sheet, reducing leverage, and improving financial flexibility. 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.
“Completing the repayment of this indebtedness well in advance of its scheduled maturity is an important milestone for Beneficient,” said James Silk, Interim Chief Executive Officer. “This achievement underscores our objective to maintain a disciplined approach to capital management and positions us to focus on executing our strategic priorities and creating long-term value for our shareholders.”
The Company believes that the elimination of this indebtedness meaningfully improves flexibility related to its capital structure and its ability to pursue its business objectives.
About Beneficient
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 valued-added 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
Except for the historical information contained herein, the matters set forth in this press release are 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 Transactions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “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 our management’s beliefs, as well as assumptions made by, and information currently available to, them. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected.
Important factors that could cause actual results to differ materially from those expressed in the forward-looking statements include, among others: the payment of the Outstanding Amounts and the 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. Forward-looking statements speak only as of the date they are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events, or circumstances or other changes affecting such statements except to the extent required by applicable law.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.