Beneficient-A 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the fiscal year ended March31, 2026or☐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) Nevada72-1573705 (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 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ 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. 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No As of September 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate marketvalue of the registrant’s Class A common stock was $8,647,572, computed by reference to the closing sales price of $7.61 per shareand number of shares outstanding held by non-affiliates of the registrant (each as adjusted for the registrant’s reverse stock split). As of June22, 2026, Beneficient had 14,488,560 shares of Class A common stock outstanding and 29,908 shares of Class B commonstock outstanding. Documents Incorporated by Reference BENEFICIENT Annual Report on Form 10-K for the Year Ended March31, 2026 Table of Contents Page No.Cautionary Note Regarding Forward-Looking StatementsiiSummary of Risk FactorsiiPART I.Item 1.Business1Item 1A.Risk Factors31Item 1B.Unresolved Staff Comments86Item 1C.Cybersecurity86Item 2.Properties87Item 3.Legal Proceedings87Item 4.Mine Safety Disclosures93PART II.Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities94Item 6.[Reserved]94Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations94Item 7A.Quantitative and Qualitative Disclosures about Market Risk140Item 8.Consolidated Financial Statements and Supplementary DataF-1Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure74Item 9A.Controls and Procedures74Item 9B.Other Information138Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections140PART III.Item 10.Directors, Executive Officers, and Corporate Governance141Item 11.Executive Compensation148Item 12.Security Ownership of Certain Beneficial Owne