Beneficient (BENF) Proxy filing summary

Executive summary

• Special meeting set for October 29, 2026; proposals seek approval for Yorkville share issuances beyond Nasdaq’s 2,902,241-share Exchange Cap and for possible meeting adjournment.

• The A&R SEPA provides a commitment of up to $100.0 million; $4.0 million in notes were issued for $3.8 million in gross proceeds, and the full commitment amount remained available as of the proxy date.

Voting matters and shareholder proposals

• Proposal 1 requires a majority of votes cast; 2,902,240 shares previously issued to Yorkville through the record date are excluded from voting on that proposal under Nasdaq rules.

• Proposal 2 would permit adjournment or postponement to solicit more votes for Proposal 1; it also requires a majority of votes cast.

Board of directors and corporate governance

• The Board unanimously recommends voting FOR both proposals; directors and executive officers are expected to vote their shares in favor.