09/22/2026 | Press release | Distributed by Public on 09/22/2026 19:55
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Wendel Karen 325 N. SAINT PAUL STREET, SUITE 4850 DALLAS, TX 75201 |
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| By: /s/ David B. Rost, Attorney-in-fact for Karen Wendel | 09/22/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Includes 32,960 shares of Class A common stock, par value $0.001 ("Class A common stock"), of Beneficient (the "Issuer") issuable upon the settlement of an award of 32,960 restricted stock units ("RSUs") granted pursuant to the Beneficient 2023 Equity Incentive Plan ("2023 Equity Incentive Plan") to Karen Wendel (the "Reporting Person") on September 18, 2026. Such award of RSUs to the Reporting Person fully vested on the date of grant. |
| (2) | Includes 25,914 shares of Class A common stock issuable upon the settlement of an award of 25,914 RSUs granted pursuant to 2023 Equity Incentive Plan to the Reporting Person on November 21, 2024. Such award of RSUs to the Reporting Person vested in four equal installments on the last day of each calendar quarter over a one-year period from the date of grant. |
| (3) | Includes 44,016 shares of Class A common stock issuable upon settlement of an award of 44,016 RSUs granted to the Reporting Person on September 18, 2026 pursuant to the 2023 Equity Incentive Plan. The RSUs were granted in satisfaction of the Reporting Person's prior service compensation for the period from November 22, 2025 through March 31, 2026. Such award of RSUs to the Reporting Person fully vested on the date of grant. |