| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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![]() | Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
![]() | Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol
Beneficient [ BENF ] Foreign Trading Symbol | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year) 09/15/2026 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed
(Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 09/15/2026 | P | 4,717 | A | $1.06 | 5,336(1)(2)(3)(4) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Includes 390 shares of Class A common stock, par value $0.001 per share (the "Class A common stock"), issuable upon the settlement of an award of 312 restricted equity units ("REUs") granted pursuant to The Beneficient Company Group, L.P. 2018 Equity Incentive Plan ("2018 Equity Incentive Plan") to Derek L. Fletcher (the "Reporting Person") on January 1, 2020. Such award of REUs to the Reporting Person vested 40% on the date of grant and in 20% installments on each of July 16, 2021, 2022 and 2023. |
| 2. Includes 26 shares of Class A common stock issuable upon settlement of an award of 21 REUs to the Reporting Person granted pursuant to the 2018 Equity Incentive Plan on April 1, 2022. Such award of REUs to the Reporting Person vested 40% on June 8, 2023 and in 20% installments on each of April 1, 2024, 2025 and 2026. |
| 3. Includes 113 shares of Class A common stock issuable upon the settlement of an award of 113 restricted stock units ("RSUs") granted pursuant to Beneficient 2023 Equity Incentive Plan ("2023 Equity Incentive Plan") to the Reporting Person on July 15, 2023. Such award of RSUs to the Reporting Person vested in 20% installments on each of September 1, 2023, 2024, 2025, 2026. The remaining 20% will vest on September 1, 2027. |
| 4. Includes 90 shares of Class A common stock issuable upon the settlement of an award of 90 RSUs granted pursuant to the 2023 Equity Incentive Plan to the Reporting Person on July 15, 2023. Such award of RSUs to the Reporting Person fully vested on September 1, 2023. |
| Remarks: |
| Chief Fiduciary Officer |
| By: /s/ David B. Rost, Attorney-in-fact for Derek L. Fletcher | 09/17/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||