Beneficient Enters into Transactions to Deliver Tangible Book Value and Other Benefits to Beneficient Public Company Stockholders Provided by Entities Controlled by CEO & Founder, Brad Heppner, and Other Founders

Core Viewpoint - The company has entered into an agreement to enhance shareholder value by allowing public company stockholders to participate in liquidation priorities historically reserved for preferred equity holders, which is expected to create tangible book value for public stockholders following the closing of the transactions [9][10][17]. Group 1: Public Stockholder Enhancement Transactions - The agreement includes provisions for public company stockholders to receive preferential treatment in the event of a liquidation of Beneficient Holdings, specifically 10% of the first $100 million distributed and 33.3333$5 billion of alternative assets added after December 22, 2024 [1][23]. - The tangible book value attributable to public company stockholders is projected to increase to approximately $10 million from$0 as of September 30, 2024, with a market capitalization of $5,077,555 based on the closing price of Class A common stock on December 20, 2024 [1][34]. - The company believes these changes will align the interests of preferred equity holders with public stockholders, particularly in liquidity transactions [10]. Group 2: Transaction Details - The existing limitations on the conversion of Preferred Series A Subclass 1 Unit Accounts held by Beneficient Holdings will be modified, allowing for a conversion of up to$10 million 60 days after closing and additional conversions once the net asset value exceeds $100 million [3]. - Upon closing, the company will amend its compensation policy to clarify the administration of allocations and issuances of Class S Ordinary Units related to certain accounts held by Beneficient Holdings [12]. - A Customer Relations Initiative will allow certain entities controlled by the CEO to forego up to$400 million of equity in Beneficient Holdings for the benefit of existing customers [18]. Group 3: Financial Measures - The tangible book value is defined as total stockholders' equity reduced by goodwill and intangible assets, plus temporary equity, with a reconciliation provided for non-GAAP financial measures [13][33]. - The tangible book value attributable to public company stockholders is expected to be $9,932 million on a pro forma basis, reflecting the anticipated impact of the transactions [14]. Group 4: Closing Conditions - The closing of the Public Stockholder Enhancement Transactions is subject to stockholder approval and regulatory filings, with an expected completion in the first half of 2025 [20].