UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 7.01. | Regulation FD Disclosure. |
On January 20, 2026, Beneficient (the “Company”) issued a press release announcing that the Company completed the repayment of an aggregate of approximately $27.5 million of loans in satisfaction of 100% of the outstanding principal amounts ultimately owed to a Texas state bank (the “Lender”). A copy of such press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01 of Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 8.01. | Other Events. |
As previously disclosed, Beneficient Financing, L.L.C. (the “Borrower”), a wholly owned subsidiary of the Company, and Beneficient Company Holdings, L.P., as guarantor (the “Guarantor” and together with the Borrower, the “Loan Parties”), are party to that certain Credit and Guaranty Agreement (as amended, the “Hicks Holdings Credit Agreement”), dated October 19, 2023, with HH-BDH LLC, whose sole member is Hicks Holdings Operating, LLC, a Delaware limited liability company (“Hicks Holdings”). The managing member of Hicks Holdings was Thomas O. Hicks, who previously served as the chairman of the Company’s Board of Directors. The Lender receives customary fees and expenses in its capacity as a lender and as the administrative agent under the Hicks Holdings Credit Agreement. Hicks Holdings may be deemed to have a direct or indirect material financial interest with respect to the transactions contemplated by the Hicks Holdings Credit Agreement.
The Hicks Holdings Credit Agreement originally provided for a three-year term loan in the aggregate principal amount of $25.0 million, which was fully drawn upon closing of the Hicks Holdings Credit Agreement. The Hicks Holdings Credit Agreement was further amended on August 16, 2024 (the “Amendment”) to, among other things, add a subsequent term loan of up to approximately $1.7 million, which was fully drawn upon closing of the Amendment.
On January 12, 2026, the Company repaid the remaining outstanding principal under the loans prior to the stated maturity date of October 19, 2026. The Company still owes $1.66 million to Hicks Holdings for interest and fees (“Outstanding Amounts”) that it agreed to defer. The Company anticipates paying the Outstanding Amounts over time on terms mutually agreed upon by Hicks Holdings and the Loan Parties. As a result of the repayment, all obligations under the credit agreement with the Lender have been satisfied, and upon final payment of the Outstanding Amounts, all obligations under the Hicks Holdings Credit Agreement will be satisfied.
The foregoing descriptions of the Hicks Holdings Credit Agreement, the Amendment and the loans are summaries only, do not purport to be complete, and are qualified in their entirety by reference to the Hicks Holdings Credit Agreement and the Amendment, copies of which are filed as Exhibit 10.1 to the Current Report on Form 8-K filed on October 20, 2023, and as Exhibit 10.1 to the Current Report on Form 8-K filed on August 21, 2024, respectively.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release issued by Beneficient on January 20, 2026. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BENEFICIENT | ||
| By: | /s/ Gregory W. Ezell | |
| Name: | Gregory W. Ezell | |
| Title: | Chief Financial Officer | |
| Dated: | January 20, 2026 | |