Beneficient-A 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the quarterly period ended December31, 2025or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _____ to _____ Commission File Number: 001-41715 Beneficient(Exact name of registrant as specified in its charter) Nevada 72-1573705 (State or other jurisdiction ofincorporation or organization) 325 North St. Paul Street, Suite 4850Dallas, TX 75201(Address of principal executive offices, including zip code)(214) 445-4700(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act: Name of each exchangeon which registered Securities registered pursuant to section 12(g) of the Act: None. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.☐Yes☒No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit and post such files).☐Yes☒No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ 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.☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒NoAs of February11, 2026, Beneficient had 14,183,822 shares of Class A common stock outstanding and 29,908 shares of Class Bcommon stock outstanding. EXPLANATORY NOTEIn order to maintain its listing on The Nasdaq Stock Market, LLC (“Nasdaq”), in 2024, the Company effected a reverse stock split of its Class A common stock, par value $0.001 per share (the “Class A common stock”), and its Class B common stock, par value $0.001per share (the “Class B common stock” and together, with the Class A common stock, the “common stock”) at a ratio of eighty (80) toone (1) and a simultaneous proportionate reduction in the authorized shares of each class of common stock as required by NevadaRevised Statutes (“NRS”) Section 78.207 (the “2024 Reverse Stock Split”). The Company’s Class A common stock commencedtrading on a post-reverse stock split basis at market open on April 18, 2024 for the 2024 Reserve Stock Split. In order to againmaintain its listing on Nasdaq, the Company effected a second reverse stock split of its common stock at a ratio of eight (8) to one (1)and a simultaneous proportionate reduction in the authorized shares of each class of common stock as required by NRS Section 78.207(the “2025 Reverse Stock Split”). The Company’s Class A common stock commenced trading on a post-reverse stock split basis atmarket open on December 15, 2025. Proportional adjustments were made to the number of shares of common stock issuable upon exercise or conversion of the Company’sequity award, warrants, and other equity instruments convertible into common stock, as well as the applicable exercise price. All shareand per share amounts of our common stock presented in this Quarterly Report on Form 10-Q have been retroactively adjusted toreflect the 2024 Reverse Stock Split and 2025 Reverse Stock Split. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q includes forward-looking statements as defined under U.S. federal securities laws. Forward-looking statements include all statements that are not historical statements of fact and statements regarding, but not limited to, ourexpectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements that refer to projections,forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-lookingstatements.The words“anticipate,”“believe,”“could,”“estimate,”“expect,”“intend,”“may,”“might,”“plan,”“possible,”“potential,” “predict,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of thesewords does not mean that a statem