Beneficient-A美国股市招股说明书(2026-01-21版)

Prospectus Supplement No. 3(to Prospectus dated January 2, 2026) BENEFICIENT71,017,840 Shares of Class A Common Stock This prospectus supplement updates and supplements the prospectus of Beneficient, a Nevada corporation (the “Company,” “we,”“us” or “our”), dated January 2, 2026, which forms a part of our Registration Statement on Form S-1 (Registration No. 333-292387)(the “Prospectus”). This prospectus supplement is being filed to update and supplement the information in the Prospectus with theinformation contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) onJanuary 21, 2026. Accordingly, we have attached the Form 8-K to this prospectus supplement. The information included in the Form8-K that is furnished shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as This prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement updates andsupplements the information in the Prospectus. If there is any inconsistency between the information in the Prospectus and this Our Class A common stock, par value $0.001 per share (the “Class A common stock”), is listed on The Nasdaq Capital Marketunder the symbol “BENF,” and the warrants, with each warrant exercisable for one share of Class A common stock and one share ofSeries A preferred stock, par value $0.001 per share, at an exercise price of $11.50 (the “Warrants”), are listed on The Nasdaq CapitalMarket under the symbol “BENFW”. On January 20, 2026, the last reported sales price of the Class A common stock was $5.13 pershare, and the last reported sales price of our Warrants was $0.0112 per Warrant. We are an “emerging growth company” and a“smaller reporting company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced Investing in our securities involves risk. See the sections entitled “Risk Factors” beginning on page 8 of the Prospectus andunder similar headings in any further amendments or supplements to the Prospectus to read about factors you should consider Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if any Prospectus or this prospectus supplement is truthful or complete. Any representation tothe contrary is a criminal offense. The date of this prospectus supplement is January 21, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORTPursuant to Section 13 or 15(d) Date of report (Date of earliest event reported): January 21, 2026 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions (seeGeneral 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 Shares of Class A common stock, par value $0.001per shareWarrants, each whole warrant exercisable for oneshare of Class A common stock, par value $0.001per share, and one share of Series A convertiblepreferred stock, par value $0.001 per share Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter). If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 21, 2026, Beneficient (the “Company”) issued a press release announcing that the United States District Court for theNorthern District of Texas (the “District Court”) approved the previously disclosed agreement to settle all claims pending in theDistrict Court under the previously disclosed lawsuits relating to GWG Holdings, Inc. (“GWG”) against the Company, its subsidiaries, 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 theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and is notincorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether Item 8.01 Other Events. As previously announced on March 10, 2025, the Company entered into a binding s