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 Company’s equity incentive plans have been retroactively adjusted to reflect the 2024 Reverse Stock Split and the 2025 Reverse Stock Split.

The Board of Directors of Ben Management, Ben’s 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 BMP’s Class A Units and/or BMP’s 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 subject to service-based vesting of a four-year period from the date of hire. Expense associated with the vesting of these awards is based on the fair value of the BMP Equity Units on the date of grant. Compensation cost is recognized for the granted awards on a straight-line basis using the graded vesting method, and forfeitures are accounted for at the time that such forfeitures occur. Expense recognized for these awards is specially allocated to certain holders of redeemable noncontrolling interests.

The fair value of the BMP Equity Units has been determined on the grant-date using a probability-weighted discounted cash flow analysis. This fair value measurement was based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. The resultant probability-weighted cash flows are then discounted using a rate that reflects the uncertainty surrounding the expected outcomes, which the Company believed was appropriate and representative of a market participant assumption, and for lack of marketability given the underlying units of the awards are not publicly traded.

The Ben Equity Incentive Plan was adopted in September 2018 (the “2018 Ben Equity Incentive Plan”). Under the 2018 Ben Equity Incentive Plan, Ben was permitted to grant equity awards in the form of restricted equity units (“REUs”) up to a maximum of 20,018, representing ownership interests in BCG Common Units. Effective as of the Conversion, the Company assumed obligations under the outstanding REUs under the 2018 Ben Equity Incentive Plan and agreed to issue shares of Class A common stock upon settlement of such outstanding REUs. Settled awards under the 2018 Ben Equity Incentive Plan dilute BCG’s Common Unitholders. The total number of BCG Common Units that were issuable under the 2018 Ben Equity

Incentive Plan was equivalent to 15% of the number of fully diluted BCG Common Units outstanding, subject to annual adjustment. All awards were classified in equity upon issuance. Following the Business Combination, no additional awards may be issued under the 2018 Equity Incentive Plan and all outstanding awards are settleable at a ratio of 1.25 shares of the Class A common stock for each restricted equity unit.

During the third calendar quarter of 2020, 805 units were granted to a director subject to a performance condition. The originally granted units were increased at a rate of one-to-1.25 units, or by 201 units, upon public listing and effectiveness of the 2023 Incentive Plan. The performance condition was met upon public listing in June 2023 and expense for vested units was recognized in June of 2023 in the amount of $5.2 million. The recognition of the remaining compensation cost was recognized over the remaining vesting period. Total recognized compensation cost related to these awards for the years ended March 31, 2026 and 2025 was approximately nil and $0.3 million, respectively. All compensation cost related to this award was recognized by September 30, 2024.

On June 6, 2023, the Company’s Board adopted the 2023 Incentive Plan, which was approved by the Company’s stockholders. Effective March 27, 2026, the 2023 Incentive Plan was amended pursuant to approval by the Company’s stockholders. Under the 2023 Incentive Plan, as amended, Ben is permitted to grant equity awards in the form of restricted stock units (“RSUs”), stock options, and other types of awards. Subject to certain adjustments, the aggregate number of shares of Class A common stock expected to be issuable under the 2023 Incentive Plan in respect of awards will be equal to the lesser of (i) 200,000,000 shares, and (ii) 1,000,000 shares plus 15% of the total number of shares issued and outstanding or then issuable upon the conversion of outstanding securities of the Company or its subsidiaries, subject to quarterly adjustment. Settled awards under the 2023 Incentive Plan dilute common stockholders. All awards are classified in equity upon issuance.

Awards are generally subject to service-based vesting over a multi-year period from the recipient’s grant date, though some awards may fully vest upon grant date, or be subject to performance conditions. While providing services to Ben, if applicable, certain of these awards are subject to minimum retained ownership rules requiring the award recipient to continuously hold RSUs equal to at least 15% of their cumulatively granted awards.

During fiscal 2025, the Company granted two directors (i) each 12,500 stock options, each with an exercise price of $9.84 and $6.56 per share of Class A common stock, which vest ratably over two years, and (ii) 17,276 and 25,914 RSUs, which vest ratably over one year. The stock options have a grant date fair value of $7.76 and $6.24, calculated using a Black Scholes option pricing model. As of March 31, 2026, all 25,000 stock options are outstanding, of which 18,750 have vested.

During the year ended March 31, 2025, 102,202 RSUs were awarded to certain employees of the Company, which fully vested on the date of grant. The Company expensed the full grant date fair value of the RSUs of approximately $2.4 million during the year ended March 31, 2025.

No other grants of RSUs or other awards occurred during the year ended March 31, 2026 or 2025 under the 2023 Incentive Plan, other than to certain employees as part of their commission compensation described below.

Certain of our employees’ commission compensation is paid in the form of common stock. Such shares granted to employees are subject to service-based vesting conditions over a multi-year period from the recipient’s grant date. For any awards granted through June 8, 2023 were also subject to a performance condition, which was met on June 8, 2023 when Ben became publicly listed. Awards issued as part of the certain of our employees’ commission compensation after June 8, 2023 do not contain a performance condition. Awards as part of employees’ commission compensation for the years ended March 31, 2026 and 2025 have not been significant.


	BMP			RSU
(units in thousands)	Units	Weighted Average Grant Date Fair Value per Unit		Units	Weighted Average Grant Date Fair Value per Unit
Balance, March 31, 2024	117	$	10.34	3	$	3,003.76
Granted during the period	—	—		146	18.64
Vested during the period	(68)	10.11		(125)	54.48
Forfeited during the period	(25)	10.67		—	—
Balance, March 31, 2025	24	$	10.67	24	$	175.52
Granted during the period	—	—		14	0.96
Vested during the period	(24)	10.67		(26)	71.04
Forfeited during the period	—	—		(11)	78.24
Balance, March 31, 2026	—	$	—	1	$	1,802.24

The following table presents the components of share-based compensation expense, included in employee compensation and benefits, recognized in the consolidated statements of comprehensive income (loss) for the years ended March 31, 2026 and 2025:

Unrecognized share-based compensation expense totaled $0.9 million as of March 31, 2026, which we expect to recognize based on scheduled vesting of awards outstanding at March 31, 2026. The following table presents the share-based compensation expense expected to be recognized over the next five fiscal years ending March 31 for awards outstanding as of March 31, 2026:


(dollars in thousands)	BMP		RSU		Total
2027	$	—	$	608	$	608
2028	—		252		252
2029	—		—		—
2030	—		—		—
2031	—		—		—
Total	$	—	$	860	$	860
Weighted-average period to be recognized	—		1.41