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UNITED\nSTATES

SECURITIES\nAND EXCHANGE COMMISSION

WASHINGTON,\nDC 20549

FORM\n8-K

CURRENT\nREPORT

Pursuant\nto Section 13 or 15(d)

of\nthe Securities Exchange Act of 1934

Date\nof report (Date of earliest event reported): October 7, 2026

Beneficient

(Exact\nName of Registrant as Specified in Charter)

\n \n \n \n \n \n \n \n \n \n \n \n \n

Nevada

001-41715

72-1573705

(State\n or Other Jurisdiction

of\n Incorporation)

(Commission

File\n Number)

(I.R.S.\n Employer

Identification\n No.)

325 North St. Paul Street, Suite 4850

Dallas, Texas 75201

(Address of Principal Executive Offices, and Zip Code)

(214)\n445-4700

Registrant’s\nTelephone Number, Including Area Code

N/A

(Former\nName or Former Address, if Changed Since Last Report)

Check\nthe appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under\nany of the following provisions (see General Instruction A.2. below):

\n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n

	☐	Written\n communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting\n material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement\n communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement\n communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities\nregistered pursuant to Section 12(b) of the Act:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Title\n of each class	Trading\n Symbol(s)	Name\nof each exchange on which registered
Shares of Class A common\n stock, par value $0.001 per share	BENF	Nasdaq Stock Market LLC
Warrants, each whole\n warrant exercisable for one share of Class A common stock, par value $0.001 per share, and one share of Series A convertible preferred\n stock, par value $0.001 per share	BENFW	Nasdaq Stock Market LLC

Indicate\nby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405\nof this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging\ngrowth company ☒

If\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

\n \n \n \n

Item\n 1.01.

Entry\n into a Material Definitive Agreement.

As\npreviously disclosed, on March 10, 2026, Beneficient Financing, L.L.C. (the “Borrower”), a wholly owned subsidiary of Beneficient,\na Nevada corporation (the “Company”), and Beneficient Company Holdings, L.P., as guarantor (the “Guarantor” and\ntogether with the Borrower, the “Loan Parties”), entered into a letter agreement (the “Letter Agreement”) with\nHH-BDH, LLC (“HH-BDH”), which provided for the payment of the remaining interest and fees outstanding under that certain\nCredit and Guaranty Agreement, dated October 19, 2023, by and among the Loan Parties and HH-BDH, as lender and administrative agent.\nHH-BDH’s sole member is Hicks Holdings Operating, LLC, a Delaware limited liability company, whose managing member, Mack Hicks,\nis a member of the Company’s board of directors. Pursuant to the terms of the Letter Agreement, among other things, the Borrower\nagreed to pay HH-BDH $1,000,000 in cash no later than five business days following September 30, 2026. Effective October 7, 2026, HH-BDH\nand the Loan Parties amended the Letter Agreement (the “Letter Agreement Amendment”) to extend the deadline for the $1,000,000\ncash payment to March 31, 2027.

The\nforegoing description of the Letter Agreement Amendment is a summary only, does not purport to be complete and is subject to, and qualified\nin its entirety by reference to, the full text of the Letter Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Current\nReport on Form 8-K and is incorporated by reference herein.

\n \n \n \n

Item\n 9.01.

Financial\n Statements and Exhibits.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Exhibit\n No.		Description\nof Exhibit

10.1		Letter Agreement Amendment, effective October 7, 2026, by and among HH-BDH LLC, Beneficient Financing, L.L.C. and Beneficient Company Holdings, L.P.

104		Cover\n Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant\nto the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its\nbehalf by the undersigned hereunto duly authorized.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	BENEFICIENT\n

	By:	/s/\n Gregory W. Ezell
	Name:	Gregory\n W. Ezell
	Title:	Chief\n Financial Officer
	Dated:	October\n 14, 2026

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