BENFW

We generated a net loss of $164.7 million for the year ended March 31, 2026 and we have historically generated net losses.
In aggregate, these net losses have resulted in an accumulated deficit of $2.1 billion as of March 31, 2026.
We have historically had a substantial amount of goodwill and intangible assets, and we have been, and may in the future be, required to write down any remaining value of our goodwill due to impairment, which could have a material adverse effect on our business, financial condition and results of operations .
Subsequent to our public listing on June 8, 2023, and through the date of this Annual Report on Form 10-K, the Company has, at times, experienced a significant sustained decline in the price of its Class A common stock and its related market capitalization.
We believe that these factors indicated that the fair value of our reporting units had more likely than not fallen below their carrying values for each quarter during the year ended March 31, 2025 and for the quarter ended March 31, 2026.
As such, management performed impairment tests of goodwill as of June 30, September 30, December 31 and March 31 of fiscal 2025 and as of March 31 of fiscal 2026, which resulted in non-cash goodwill impairment of $3.7 million being recorded at the Ben Custody and Ben Markets reporting units in fiscal 2025.
Additionally, we recognized intangible asset impairment related to an insurance license of $3.1 million at the Ben Insurance reporting unit in fiscal 2026.
Because a number of factors may influence determinations of fair value of goodwill and our intangible assets, including the price of our Class A common stock, which has continued to decline since our public listing, there can be no assurance that our future evaluations of goodwill will not result in findings of significant impairment and related write-downs, which may have a material adverse effect on our business, financial condition and results of operations.
As of March 31, 2026 , remaining goodwill totaled $9.9 million, and there are no other remaining intangible assets .
The discount rates used for each reporting unit in each of the assessments during fiscal 2025 and fiscal 2026 ranged from 28.0% to 29.3%.
As of March 31, 2026 , remaining goodwill relates to Ben Custody and Ben Markets and there are no other intangible assets remaining.
There was approximately $4.3 million of reporting unit fair value over carrying value for Ben Custody and approximately $1.4 million of reporting unit fair value over carrying value for Ben Markets as of March 31, 2026.
Future valuations, to the extent necessary, of the enterprise value may use different valuation methodologies than the methodology employed during the impairment tests conducted in fiscal 2025 and 2026, including the income approach, which would heavily incorporate management’s estimate of discounted cash flow.
Additionally, litigation related to our transactions with GWG has had, and could further have, a material adverse effect on our ability to execute on our business plan, which could have an effect on the value of our goodwill and intangibles.
Further, primarily as a result of the impairment of our goodwill, we have a negative amount of stockholders’ equity as of March 31, 2026 and 2025.
Should the performance of the collateral underlying our loan portfolio generate insufficient returns, including returns impacted by the Asset Sales Initiative described elsewhere, to repay the outstanding principal and interest of a loan, the Customer ExAlt Trusts may default on the loan.
As of March 31, 2026, we had approximately $96.8 million of debt ( including unamortized premium thereon), which is principally derived from borrowings under the Second Amended and Restated First Lien Credit Agreement (as amended, “First Lien Credit Agreement”) and the Second Amended and Restated Second Lien Credit Agreement (as amended, “Second Lien Credit Agreement,” collectively, the “HCLP Loan Agreement” or the “HCLP Loan”) with our lender, HCLP Nominees, L.L.C (“HCLP”), which is an indirect subsidiary of Highland Consolidated, LP.
We previously also had borrowings outstanding under that certain Credit and Guaranty Agreement, dated October 19, 2023 (as amended, the “HH-BDH Credit Agreement”), with HH-BDH LLC (“HH-BDH”), as administrative agent, an entity affiliated with Mr.
Mack Hicks, who is a member of our board of directors.
The HH-BDH Credit Agreement has certain required payment obligations, financial covenants, and information reporting requirements, however, all outstanding principal amounts under the HH-BDH Credit Agreement were repaid in January 2026.
On March 10, 2026, we entered into that certain Letter Agreement (the “2026 Letter Agreement”) with HH-BDH, pursuant to which the HH-BDH Credit Agreement was amended to provide for the payment of the remaining $1.7 million in interest and fees outstanding under the HH-BDH Credit Agreement.
For the payment of the outstanding interest and fees, we (i) issued HH-BDH 149,904 shares of the Company’s Class A common stock having an aggregate value of $572,588 based on the five-day volumed-weighted average price per share of the Class A common stock on March 10, 2026, and (ii) agreed to pay HH-BDH an amount in cash equal to $1,000,000 not later than five business days following September 30, 2026.
Additionally, for the payment of outstanding expenses, we paid HH-BDH an amount in cash equal to $94,365 in April 2026.
We have also been required to amend the HH-BDH loan and have paid fees in connection with these amendments.
Heppner was convicted of securities fraud, wire fraud, conspiracy to commit securities fraud and wire fraud, and false statements to auditors.
Heppner fabricated the HCLP Loan, that HCLP was controlled by Mr.
Heppner and that monies paid to HCLP in connection with the HCLP Loan were paid to Mr.
Heppner’s conviction and other facts established in the related proceedings, the Company is evaluating the validity of its obligations under the HCLP Loan Agreement and the liens securing the HCLP Loan and is considering all options that it may pursue related to this conduct, including litigation against Mr.
Previously, we have been notified by Nasdaq that based on the Company’s non-compliance with certain Nasdaq listing requirements.
Although the Company has regained compliance with all applicable criteria for continued listing on The Nasdaq Capital Market, there can be no assurance that the Company will be able to maintain compliance with all applicable listing requirements in the future.
For example, we have expanded into the transfer agent space in recent periods.
However, as of March 31, 2026, because we have closed only a limited amount of liquidity transactions, Ben Liquidity’s loan portfolio is not fully diversified, and we may be over-exposed to certain areas of the market.
A failure to meet these conditions may subject us to examination or corrective action or result in the failure to obtain the required regulatory approvals or, if obtained, a suspension or revocation of our authority to do business as an insurance company, which would mean that we would not be able to provide the planned insurance products until the approvals are obtained or any suspension or revocation of the required approvals is resolved.
The Company’s only cash-generating assets are its indirect interests in BCH and ExAlt Holdings, LLC and the Company’s cash flow is dependent on the ability of these entities to make distributions.
The Company is Ben’s holding company and has no material assets other than the indirect ownership of the BCH Class A Units and, as of February 24, 2026, membership interests in ExAlt Holdings, LLC (“ExAlt Holdings”).
The Company has no independent means of generating revenue and therefore its cash flow is completely dependent on these entities making distributions to their partners or members.
In the case of BCH, this includes Ben LLC, which is the general partner of BCH and owned by the Company.
The Company is the sole member and manager of ExAlt Holdings.
Accordingly, the Company intends, to the extent permitted under the terms of the respective operating agreements to cause these entities to make distributions to its respective partners or members, including Ben LLC, to fund any distributions the Company may declare on the Beneficient common stock or preferred stock.
There are no other members in ExAlt Holdings and, as such, there is no priority over the Company’s shareholders on distributions from ExAlt Holdings.

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Gone since FY2025

We generated a net loss of $0.8 million for the year ended March 31, 2025 and we have historically generated net losses.
In aggregate, these net losses have resulted in an accumulated deficit of $2.0 billion as of March 31, 2025.
We have historically had a substantial amount of goodwill and intangible assets, and we have been, and may in the future be, required to write down any remaining value of our intangible assets and goodwill due to impairment, which could have a material adverse effect on our business, financial condition and results of operations .
Subsequent to our public listing on June 8, 2023, and through the date of this Annual Report on Form 10-K, the Company has experienced a significant sustained decline in the price of its Class A common stock and its related market capitalization.
We believe that these factors indicated that the fair value of our reporting units had more likely than not fallen below their carrying values for each quarter during the years ended March 31, 2025 and 2024.
As such, management performed impairment tests of goodwill as of June 30, September 30, December 31 and March 31 of both fiscal 2025 and 2024, which resulted in non-cash goodwill impairment of $3.7 million being recorded at the Ben Custody and Ben Markets reporting units in fiscal 2025.
During fiscal 2024, non-cash goodwill impairment of $2.4 billion was recorded at the Ben Liquidity, Ben Custody, Ben Insurance and Ben Markets reporting units.
Because a number of factors may influence determinations of fair value of goodwill and our intangible assets, including the price of our Class A common stock, which has continued to decline since our public listing, there can be no assurance that our future evaluations of goodwill and intangible assets will not result in findings of significant impairment and related write-downs, which may have a material adverse effect on our business, financial condition and results of operations.
As of March 31, 2025 , remaining goodwill totaled $9.9 million.
The discount rates used for each reporting unit in the June 30, 2023, September 30, 2023, December 31, 2023, and March 31, 2024 impairment assessments ranged from 24.8% to 29.3%.
The discount rates used for the relevant reporting units ranged from 28.0% to 29.3% in the June 30, 2024, September 30, 2024, December 31, 2024, and March 31, 2025 impairment assessments.
As of March 31, 2025 , remaining goodwill relates to Ben Custody and Ben Markets.
There was approximately $0.2 million of reporting unit fair value over carrying value for Ben Custody and approximately $0.6 million of reporting unit fair value over carrying value for Ben Markets as of March 31, 2025.
Future valuations, to the extent necessary, of the enterprise value may use different valuation methodologies than the methodology employed during the impairment tests conducted in fiscal 2024 and 2025, including the income approach, which would heavily incorporate management’s estimate of discounted cash flow.
Additionally, litigation related to our transactions with GWG has had, and could further have, a material adverse on our ability to execute on our business plan, which could have an effect on the value of our goodwill and intangibles.
Further, primarily as a result of the impairment of our goodwill, we have a negative amount of stockholders’ equity as of March 31, 2025.
To the extent the negative stockholders’ equity balance persists, the ability of the Company to remain listed on the Nasdaq Capital Market may be impacted.
As part of the proposed transactions to revise BCH’s liquidation priority described elsewhere in this Annual Report on Form 10-K, the adjustments described above would be impacted by the proposed Subclass 4 FLP Unit Accounts of BCH (“FLP-4 Unit Accounts”), if completed.
As a result of the resignation of Brad K.
Heppner, who controls BHI, from his role as Chief Executive Officer and Chairman of the Board of Directors on June 19, 2025, we do not expect the transaction to be consummated on the terms set forth in the Master Agreement.
Accordingly, the Company is exploring available alternative options, including renegotiating terms or not proceeding with the transaction.
For more information, see the section titled “ Certain Relationships and Related Party Tran sactions - Proposed Transactions to Revise BCH Liquidation Priority ” in this Annual Report on Form 10-K.
Should the performance of the collateral underlying our loan portfolio generate insufficient returns to repay the outstanding principal and interest of a loan, the Customer ExAlt Trusts may default on the loan.
As of March 31, 2025, we had approximately $117.9 million of debt ( including unamortized premium thereon), which is derived from (i) borrowings under that certain Credit and Guaranty Agreement, dated October 19, 2023 (as amended, the “HH-BDH Credit Agreement”), with HH-BDH LLC (“HH-BDH”), as administrative agent, an entity affiliated with Mr.
Hicks, who is a member of our board of directors and was named chairman of the board of directors in June 2025; and (ii) borrowings under the Second Amended and Restated First Lien Credit Agreement (as amended, “First Lien Credit Agreement”) and the Second Amended and Restated Second Lien Credit Agreement (as amended, “Second Lien Credit Agreement,” collectively, the “HCLP Loan Agreement” or the “HCLP Loan”) with our lender, HCLP Nominees, L.L.C (“HCLP”), which is an indirect subsidiary of Highland Consolidated, LP.
We have also been required to amend the HH-BDH loan and have paid fees in connections with these amendments.
The HH-BDH Credit Agreement has certain required payment obligations, financial covenants, and information reporting requirements.
The Company has at times in late fiscal year 2025 and in subsequent periods been in default on certain of these requirements, including delayed interest and principal payments and noncompliance with the minimum monthly liquidity requirement, among others.
As of the date of this Annual Report on Form 10-K, the lender has not notified the Company that it intends to declare an event of default related to these defaults involving certain payment obligations, financial covenants, and information reporting requirements, and the Company is actively working with the lender on waivers related to these defaults along with an amendment to the HH-BDH Credit Agreement.
Such negotiations remain in process as of the date of this Annual Report on Form 10-K.
Due to the Company identifying credible evidence that Mr.
Heppner participated in fabricating and delivering fake documents to the Company regarding his and others’ relationships to HCLP, among other items, the Company is evaluating the validity of its obligations under the HCLP Loan Agreement and the liens securing the HCLP Loan and is considering all options that it may pursue related to this conduct, including litigation against Mr.
The events of default under the HCLP Loan Agreement triggered a cross default provision in the HH-BDH Credit Agreement.
The Company timely notified HH-BDH of the cross default and, as of the date of this Annual Report on Form 10-K, HH-BDH has not notified the Company that it intends to declare an event of default related to the cross default provisions of the HH-BDH Credit Agreement.
We are in process of and may need to amend in the future our HH-BDH Credit Agreement and, depending on the outcome of the evaluation described above, we expect to contest the validity of the HCLP Loan Agreement and the liens securing the HCLP Loan in the future.
We may incur additional amendment fees as a result.
We have been notified by Nasdaq that based on the Company’s non-compliance with the Bid Price and the Company’s non-compliance with the Periodic Filing Requirement, the Company’s securities were subject to delisting.
The Company subsequently requested a hearing before the Panel to appeal such delisting determination, which was held on August 26, 2025.
The Panel granted the Company an extension to regain compliance with the Bid Price Requirement and the Periodic Filing Requirement.
Although the Company is taking definitive steps to evidence compliance with all applicable criteria for continued listing on The Nasdaq Capital Market, there can be no assurance that the Company will be able to timely regain compliance with the Periodic Filing Requirement and the Bid Price Requirement within the extension period granted by the Panel.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2025 ↗, FY2026 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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