Financial Analysis

Commitments and Contingencies In the normal course of business, we have various outstanding commitments and contingent liabilities that are not reflected in the accompanying consolidated financial statements. There are no significant commitments and contingencies other than those disclosed below. Ben is a party to legal actions incidental to the business. Based on the opinion of legal counsel, management has concluded with regard to all commitments and contingencies disclosed below that either the outcome is not probable or the potential liability cannot be reasonably estimated, or both. Lease Commitments The Company operates on a month-to-month rental basis for its office premises. Rental expense for our premises for the years ended March 31, 2026 and 2025, totaled $0.2 million and $0.6 million, respectively. Unfunded Capital Commitments The Customer ExAlt Trusts had $30.4 million and $41.6 million of potential gross capital commitments as of March 31, 2026 and 2025, respectively, representing potential limited partner capital funding commitments on the interests in alternative asset funds. The Customer ExAlt Trusts holding the interest in the limited partnership for the alternative asset fund is required to fund these limited partner capital commitments per the terms of the limited partnership agreement. Capital funding commitment reserves are maintained by certain of the associated trusts within the ExAlt Plan TM or affiliated entities. To the extent that the associated Cu …

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Debt Convertible Debentures On August 6, 2024, the Company, entered into a securities purchase agreement with Yorkville, in connection with the issuance and sale of convertible debentures in an aggregate principal amount of up to $4.0 million (the Convertible Debentures), which will be convertible into shares of the Companys Class A common stock (as converted, the Conversion Shares). The Company issued $2.0 million in aggregate principal amount of Convertible Debentures upon the signing the Purchase Agreement (the First Closing) for proceeds of approximately $1.8 million. On November 13, 2024, the Company issued an additional $2.0 million in aggregate principal amount of convertible debentures for proceeds of approximately $1.8 million (the Second Closing). Contemporaneously with the execution and delivery of the Purchase Agreement, certain of the Companys subsidiaries entered into a global guaranty agreement in favor of Yorkville with respect to the Companys obligations under the Purchase Agreement, the Convertible Debentures and the Yorkville Warrants (as defined below). The Convertible Debentures were issued at an original issue discount of 10%. The Convertible Debentures do not bear interest, subject to a potential increase to 18.0% per annum (or the maximum amount permitted by applicable law) upon the occurrence of certain events of default. The Convertible Debentures matured on February 6, 2025 (the Maturity Date). The Convertible Debentures were fully repaid by the Mat …

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Share-based Compensation As of March 31, 2026 and 2025, the Company has outstanding share-based awards under the Beneficient Management Partners, L.P. ( BMP ) Equity Incentive Plan (the BMP Equity Incentive Plan), and the Beneficient 2023 Long Term Incentive Plan (the 2023 Incentive Plan), as more fully described below. On April 18, 2024, the Company effected the 2024 Reverse Stock Split and, on December 15, 2025, the Company effected the 2025 Reverse Stock Split. All outstanding stock options, restricted stock units and restricted equity units, as well as the Companys equity incentive plans have been retroactively adjusted to reflect the 2024 Reverse Stock Split and the 2025 Reverse Stock Split. BMP Equity Incentive Plan The Board of Directors of Ben Management, Bens general partner prior to the Conversion, adopted the BMP Equity Incentive Plan in 2019. Under the BMP Equity Incentive Plan, certain directors and employees of Ben are eligible to receive equity units in BMP, an entity affiliated with the Board of Directors of Ben Management, in return for their services to Ben. The BMP equity units eligible to be awarded to employees is comprised of BMPs Class A Units and/or BMPs Class B Units (collectively, the BMP Equity Units). As of March 31, 2026 , the Board has authorized the issuance of up to 119,000,000 units each of the BMP Equity Units. All awards are classified in equity upon issuance. The BMP Equity Units include awards that fully vest upon grant and awards that are …

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Fair Value Measurements Fair value is estimated based on a hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are inputs that reflect the assumptions that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entitys own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels whereby the highest priority is given to Level 1 inputs and the lowest to Level 3 inputs. Level 1 - Quoted prices for identical instruments in active markets that the reporting entity has the ability to access as of the measurement date. Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable market data. Level 3 - Valuations for instruments with inputs that are significant and unobservable are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and are not based on market exchange, dealer, or broker trad …

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Goodwill and Other Intangibles The following tables present activity in the Companys goodwill and finite-lived and indefinite-lived intangible assets for the years ended March 31, 2026 and 2025. (Dollars in thousands) March 31, 2025 Impairment March 31, 2026 Amortization Period Goodwill Ben Custody $ 7,469 $ $ 7,469 Indefinite Ben Markets 2,445 2,445 Indefinite Total goodwill 9,914 9,914 Indefinite Insurance license 3,100 (3,100) Indefinite Total goodwill and intangible assets $ 13,014 $ (3,100) $ 9,914 (Dollars in thousands) March 31, 2024 Impairment March 31, 2025 Amortization Period Goodwill Ben Custody $ 10,896 $ (3,427) $ 7,469 Indefinite Ben Markets 2,710 (265) 2,445 Indefinite Total goodwill 13,606 (3,692) 9,914 Indefinite Insurance license 3,100 3,100 Indefinite Total goodwill and intangible assets $ 16,706 $ (3,692) $ 13,014 Barring a triggering event that suggests possible impairment, the Company conducts impairment tests for goodwill and indefinite-lived assets during the fourth quarter each fiscal year, using generally accepted valuation methods. The Company conducts its annual impairment test on January 1 of each fiscal year. As previously discussed in Note 6 , d uring each of the fiscal quarters of 2025 and for the quarter ended March 31, 2026, primarily as a result of significant, sustained declines in our Class A common stock price and the Companys related market capitalization, we concluded that it was more likely than not that the fair value of our reporting …

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Income Taxes The components of income tax expense (benefit) for the years ended March 31, 2026 and 2025, were as follows: Year Ended March 31, (Dollars in thousands) 2026 2025 Current provision expense (benefit) Federal $ 7 $ State and local 207 80 Deferred provision expense (benefit) Federal $ 35,860 $ 6,370 State and local 105 743 Valuation allowance (35,965) (7,113) Income tax expense (benefit) $ 214 $ 80 Income tax expense differs from the amounts computed by applying the Federal statutory rate to pre-tax income (loss). A reconciliation between the Federal statutory income tax rate of 21% to the effective income tax rate of negative 0.13% and negative 11.07% for the years ended March 31, 2026 and 2025, respectively, are shown below: Year Ended March 31, 2026 (Dollars in thousands) Amount % of Earnings (Loss) before Tax Earnings before income taxes (EBT) $ (164,516) US federal tax (34,548) 21.00 % State and local income taxes, net of federal income tax effect Texas 164 (0.10) % Changes in valuation allowance 35,964 (21.86) % Nontaxable or nondeductible items Goodwill and intangible assets impairment 651 (0.40) % Warrant/conversion derivative (1,977) 1.20 % Other 48 (0.02) % Other adjustments (88) 0.05 % Effective tax rate $ 214 (0.13) % (Dollars in thousands) Year Ended March 31, 2025 Expected statutory income tax expense (benefit) $ (152) Amounts not deductible for income tax - goodwill impairment 775 Amounts not deductible for income tax - other 1,448 Amounts attributabl …

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Accounting Standards Recently Adopted We adopted ASU 2023-09, Income Taxes , (Topic 740) prospectively for the annual period beginning April 1, 2025 and interim periods beginning on April 1, 2026. The update expands income tax disclosure requirements to include additional information related to the rate reconciliation of our effective tax rates to statutory rates as well as additional disaggregation of taxes paid. The amendments in ASU 2023-09 also remove disclosures related to certain unrecognized tax benefits and deferred taxes. The adoption of this new guidance did not result in a material impact to the Companys consolidated financial statements. We adopted ASU 2023-07, Segment Reporting , (Topic 280) for the annual period beginning April 1, 2024 and interim periods beginning on April 1, 2025 with retrospective application to all prior periods presented. The update requires enhanced disclosures about significant segment expenses, enhanced interim disclosure requirements, clarification for when multiple segment measures of profit or loss can be disclosed, and other requirements intended to improve overall reportable segment disclosures in annual and interim periods. See Note 18 for further information. The adoption of ASU 2023-07 did not have a material impact on our segment reporting. ASU 2020-04, Reference Rate Reform , (Topic 848) was issued in March 2020. The amendments in Topic 848 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging …

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Related Parties The Company considers its employees, directors, as well as beneficial owners of more than 5% of any class of the Companys voting securities to be related parties. A Related Entity or Related Entities include certain trusts that are directly or indirectly controlled by, or operate for the benefit of, Mr. Heppner or his family, and those entities directly or indirectly held by, or that are under common control with, such trusts, and in which he and his family members are among classes of economic beneficiaries, whether or not Mr. Heppner is entitled to economic distributions from such trusts. Mr. Heppner is a beneficiary of the trust that is the sole shareholder of BHI. Mr. Heppner resigned as Chief Executive Officer and Chairman of the Board of Directors on June 19, 2025; however, Mr. Heppner continues to control, either directly or indirectly, a significant amount of other equity interests in the Company and its subsidiaries. Relationship with Beneficient Management Counselors, L.L.C. For periods prior to the conversion of BCG to a Nevada corporation, Ben Management was the general partner of Ben and Ben Management was governed by a board of directors. The governing document of Ben Management provided that Beneficient Management Counselors, L.L.C. (BMC), wholly owned by one of several Related Entities, determined the directors of Ben Management who filled 49% of the Board seats. BMC was also entitled to select (a) 50% of the membership of the Ben Managements N …

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Segment Reporting The Company has three reportable segments consisting of Ben Liquidity, Ben Custody and Customer ExAlt Trusts. As additional products and services are offered in the future, we expect to have additional reportable segments, including Ben Insurance Services and Ben Markets. As the central operating hub of the company, Ben Liquidity is responsible for offering Bens fiduciary alternative asset liquidity and financing products through AltAccess. Ben Custody delivers products that address the administrative and regulatory burden of holding alternative assets by offering full service bespoke custody and trust administration services, and specialized document custodian services to Customers. Certain of Bens operating subsidiary products and services involve or are offered to certain of the Customer ExAlt Trusts. Certain of the Customer ExAlt Trusts hold interests in alternative assets and therefore recognize changes in such assets net asset value in earnings. Certain other Customer ExAlt Trusts pay interest on the ExAlt Loans to Ben Liquidity and transaction fees to Ben Liquidity and Ben Custody in connection with the liquidity transactions, and pay fees to Ben Custody for providing full-service trust administration services to the trustees of the Customer ExAlt Trusts. The amounts paid to Ben Liquidity and Ben Custody are eliminated solely for financial reporting purposes in our consolidated financial statements but directly impact the allocation of income (loss) t …

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Equity Below is a description of the outstanding classes of the equity of the Company, including quasi-equity amounts that are required to be reported as temporary equity between the liabilities and equity sections on the consolidated statements of financial condition. As of March 31, 2026, the 9th Amended and Restated LPA of BCH (BCH LPA), as amended, and the articles of incorporation and bylaws of Beneficient, govern the terms of these equity securities, as applicable. The Companys governing documents authorize the issuance of additional classes of equity. All equity interests of BCH are limited partnership interests. Common Stock: Voting. Each holder of our Class A common stock is entitled to one vote per each share of Class A common stock held of record by such holder on all matters on which stockholders generally are entitled to vote, and each holder of our Class B common stock is entitled to 10 votes per share on all matters on which stockholders generally are entitled to vote. Holders of shares of common stock vote as a single class, except for certain matters for which only holders of Class B common stock are entitled to vote. Dividends. Subject to preferences that may apply to any outstanding shares of preferred stock, holders of Common Stock are entitled to receive ratably any dividends that our Board may declare out of funds legally available for that purpose on a non-cumulative basis; provided, however, that in the case of any dividends in Common Stock, holders of …

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Subsequent Events The Company has evaluated subsequent events the date the financial statements were issued, and determined that there have been no events, other than those disclosed below, that have occurred that would require adjustments to our disclosures in the consolidated financial statements. Liquidity Transactions On April 8, 2026, the Company, through one of its subsidiaries, funded the closing of a primary capital transaction pursuant to definitive agreements entered into on April 7, 2026 with a customer with respect to a limited partner interest in an investment fund with a net asset value of $8.75 million. Pursuant to the transaction, the Customer ExAlt Trusts acquired a limited partner interest, and in exchange for such, the customer received 875,214 shares of the Companys Series B-10 Resettable Convertible Preferred Stock, par value $0.001 per share (the Series B-10 preferred stock), with such Series B-10 preferred stock being convertible into shares of the Companys Class A common stock. Following the closing of the transaction, the Company participates in an unrealized gain of approximately $1.2 million, which represents the Companys pro rata interest in the appreciation of the customers existing asset portfolio. The Series B-10 preferred stock is convertible into Class A common stock initially at a conversion price of $3.5479 per share and is subject to reset from time to time, subject to a floor price of $1.2418 per share. A maximum of 7,047,947 shares of Cla …

SubsequentEventsTextBlock · excerpt; the full note is in the filing