Beneficient (BENF) Proxy filing summary

Executive summary

• Special meeting scheduled for October 29, 2026, to vote on Yorkville share issuance beyond the Nasdaq exchange cap and a related adjournment proposal.

• The June 2026 A&R SEPA provides up to $100 million in equity sales to Yorkville and $4 million in promissory notes; no Advance Notices had been delivered as of the proxy date.

• The exchange cap is 2,902,241 shares; 2,902,240 shares had been issued to Yorkville by the proxy date, leaving one share under the cap.

Voting matters and shareholder proposals

• Proposal 1 seeks approval under Nasdaq Rule 5635(d) for share issuance to Yorkville beyond the exchange cap; Proposal 2 would allow adjournment to solicit more votes if needed.

• Each proposal requires a majority of votes cast; the Board unanimously recommends FOR both. Yorkville shares issued through the record date are excluded from the Proposal 1 vote.

• Stockholders of record as of September 24, 2026, may vote; 18,957,701 Class A and 29,908 Class B shares were outstanding on that date.

Board of directors and corporate governance

• The Board determined that access to Yorkville financing and flexibility to issue shares beyond the cap are in stockholders’ best interests.

• Directors and executive officers are expected to vote their shares FOR both proposals.