Beneficient, a Nevada corporation
08/07/2026 | Press release | Distributed by Public on 08/07/2026 15:27
Initial Registration Statement for Employee Benefit Plan (Form S-8)
As filed with the Securities and Exchange Commission on August 7, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Beneficient
(Exact name of registrant as specified in its charter)
| Nevada | 72-1573705 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
325 N. Saint Paul Street Suite 4850 Dallas, Texas |
75201 | |
| (Address of Principal Executive Offices) | (Zip Code) |
THE BENEFICIENT 2023 LONG-TERM INCENTIVE PLAN
(Full title of the plans)
James G. Silk
325 N. Saint Paul Street, Suite 4850
Dallas, Texas 75201
Telephone: (214) 445-4700
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Matthew L. Fry, Esq.
Haynes and Boone, LLP
2801 N. Harwood Street, Suite 2300
Dallas, Texas 75201
(214) 651-5000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the "Registration Statement") is filed by Beneficient, a Nevada corporation (the "Company" or the "Registrant"), to register an additional 4,597,172 shares of its Class A common stock, par value $0.001 per share (the "Class A Common Stock"), issuable to eligible employees, contractors and non-employee directors of the Company and its subsidiaries and affiliated entities under the Beneficient 2023 Long-Term Incentive Plan (the "Plan") pursuant to the First Amendment to the Plan (the "Amendment") approved by the Company's Board of Directors and stockholders. Such shares consist of (i) 4,179,247 shares of Class A Common Stock that became available for delivery under the Plan pursuant to the Amendment and (ii) 417,925 shares of Class A Common Stock that may again become available for delivery with respect to awards under the Plan pursuant to the share recycling provision of the Plan. The contents of the previous Registration Statement on Form S-8 (File No. 333-273331) filed by the Registrant with the Securities and Exchange Commission on July 19, 2023 (the "Prior Registration Statement") relating to the Plan, including reports that the Registrant filed after the Prior Registration Statement to maintain current information about the Registrant, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8. The Prior Registration Statement is currently effective.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| * | Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, Texas, on the 7th day of August, 2026.
| BENEFICIENT | ||
| By: | /s/ James G. Silk | |
| Name: | James G. Silk | |
| Title: | Chief Executive Officer | |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints James G. Silk or Gregory W. Ezell, each with full power to act alone, as his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and on his or her behalf and in his or her name, place and stead, in any and all capacities, to execute any and all amendments (including post-effective amendments) to this Registration Statement, including, without limitation, additional registration statements filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully and to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their substitute or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
|
/s/ James G. Silk James G. Silk |
Chief Executive Officer (Principal Executive Officer) |
August 7, 2026 | ||
|
/s/ Gregory W. Ezell Gregory W. Ezell |
Chief Financial Officer (Principal Financial and Accounting Officer) |
August 7, 2026 | ||
|
/s/ Peter T. Cangany, Jr. Peter T. Cangany, Jr. |
Chairman of the Board and Director | August 7, 2026 | ||
|
/s/ Patrick J. Donegan Patrick J. Donegan |
Director | August 7, 2026 | ||
|
/s/ Derek L. Fletcher Derek L. Fletcher |
Chief Fiduciary Officer and Director | August 7, 2026 | ||
|
/s/ Mack Hicks Mack Hicks |
Director | August 7, 2026 | ||
|
/s/ Bruce W. Schnitzer Bruce W. Schnitzer |
Director | August 7, 2026 | ||
|
/s/ Karen J. Wendel Karen J. Wendel |
Director | August 7, 2026 | ||
Beneficient, a Nevada corporation published this content on August 07, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 07, 2026 at 21:28 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]