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BENF 424B3: Secondary offering

Beneficient

Filed with the SEC on · accession 0001493152-26-036426

BENF filed a 424B3 (prospectus (offering)) with the SEC on Aug 7, 2026. The final terms of an offering of shares or bonds. The stock moved -4.5% by the first close after the filing.

Summary of the filing

Beneficient filed a prospectus for the resale of up to 55,671,296 shares of Class A common stock by selling holders, including shares issuable under a standby equity purchase agreement with Yorkville and upon conversion of various series of convertible preferred stock.

For details, click here →How to read a 424B3 →

Key details

Shares offered for resaleshares 55.7M
Principal amount of promissory notes to Yorkville$4.0M
Reduced commitment size under A&R SEPA$100.0M
IssuerBeneficient
Selling holder and counterparty to standby equity purchase agreementYA II PN, Ltd. (Yorkville)
Selling holderMendoza Ventures Pre-Seed Fund II LP
Selling holderInterest Solutions, LLC
Selling holderConvergency Partners, LLC
Selling holder8F Fund, LP
Selling holderPulse Pioneer Fund, LP
Selling holderCork & Vines Fund I
Selling holderMendoza Ventures Growth Fund III, LP
Selling holderQuartus AI Fund L.P.
Selling holderQuartus AI Fund II, L.P.

How BENF stock reacted

Close before

$3.14

Aug 6, 2026

First close after

-4.46%

$3.00

5 trading days

-21.34%

$2.47

Since filing

-77.93%

$0.69

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Frequently asked questions

What did BENF file with the SEC on Aug 7, 2026?

BENF filed a 424B3 (Secondary offering). Beneficient filed a prospectus for the resale of up to 55,671,296 shares of Class A common stock by selling holders, including shares issuable under a standby equity purchase agreement with Yorkville and upon conversion of various series of convertible preferred stock.

What does a secondary offering mean for BENF stock?

New shares dilute existing holders and are often sold at a discount to the market price.

How do I read a 424B3?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B3 (prospectus (offering)): The final terms of an offering of shares or bonds.

How did BENF stock react to this filing?

BENF closed at $3.14 before the filing and $3.00 on Aug 7, 2026 (-4.46%). Five trading days later: $2.47 (-21.34%).

Other BENF SEC filings

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