UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 001-41715
| (Check one): | ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
| For Period Ended: March 31, 2026 | |
| ☐ Transition Report on Form 10-K | |
| ☐ Transition Report on Form 20-F | |
| ☐ Transition Report on Form 11-K | |
| ☐ Transition Report on Form 10-Q | |
| For the Transition Period Ended: ______________ |
Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Beneficient
Full Name of Registrant
The Beneficient Company Group, L.P.
Former Name if Applicable
325 N. Saint Paul Street, Suite 4850
Address of Principal Executive Office (Street and Number)
Dallas, TX 75201
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | ||
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
Persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Beneficient (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (the “Annual Report”). The Company filed its Annual Report with the Securities and Exchange Commission (the “SEC”) via the SEC’s Electronic Data Gathering, Analysis, and Retrieval system at 5:38 p.m. eastern time on June 29, 2026, which was after the 5:30 p.m. eastern time deadline for such filing. The Company was unable to timely file its Annual Report with the SEC because of technical issues with the Annual Report transmission process. As indicated above, the Annual Report has been filed with the SEC and is publicly available on the SEC’s website at www.sec.gov.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Gregory W. Ezell | 214 | 445-4700 | ||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐ |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☒ No ☐ |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of results cannot be made.
The Company’s Annual Report, which was filed with the SEC on June 29, 2026 and is publicly available on the SEC’s website at www.sec.gov, is incorporated by reference herein.
Beneficient
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 30, 2026 | By: | /s/ Gregory W. Ezell |
| Gregory W. Ezell | ||
| Chief Financial Officer |