Beneficient (BENF) Proxy filing summary

Executive summary

• Closed a $7.44 million primary capital transaction with Quartus AI Fund II LP, marking the second AI-focused fund transaction this year.

• Transaction structured to scale up to $26.25 million if the fund reaches $150 million in commitments.

• Transaction expected to increase collateral for the ExAlt loan portfolio and add $7.44 million to tangible book value attributable to stockholders.

• Fiscal year-to-date, GP primary capital transactions contributed $17.2 million in aggregate tangible book value.

• Forward-looking statements highlight potential benefits and risks, with caution regarding actual outcomes.

Voting matters and shareholder proposals

• Stockholder approval required for issuance of Class A Common Stock upon conversion of Series B-11 Preferred Stock in excess of the Exchange Cap.

• Proxy statement to be filed with the SEC for stockholder approval related to the transaction.

• Directors, executive officers, and employees may participate in proxy solicitation.

Board of directors and corporate governance

• Board authorized the creation and designation of 744,455 shares of Series B-11 Resettable Convertible Preferred Stock.

• Certificate of Designation filed with the Nevada Secretary of State, effective July 10, 2026.