Sec Form 4 Filing - Welday Jeff @ Beneficient - 2024-10-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Welday Jeff 2. Issuer Name and Ticker or Trading Symbol Beneficient [ BENF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 325 N. SAINT PAUL STREET,, SUITE 2850 3. Date of Earliest Transaction (MM/DD/YY) 10/17/2024 (Street) DALLAS, TX75201 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 10/17/2024 A 58,249 ( 1 ) A $ 0 115,233 ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Welday Jeff 325 N. SAINT PAUL STREET, SUITE 2850 DALLAS, TX75201 See Remarks Signatures /s/ David B. Rost Attorney-in-fact for Jeff Welday 10/17/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 58,249 shares of Class A common stock issuable upon the settlement of an award of 58,249 restricted stock units ("RSUs") granted pursuant to Beneficient 2023 Equity Incentive Plan ("2023 Equity Incentive Plan") to Jeff Welday (the "Reporting Person") on October 17, 2024. Such award of RSUs to the Reporting Person fully vested on the date of grant. ( 2 )Includes 98,919 shares of Class A common stock issuable upon the settlement of an award of 98,919 RSUs granted pursuant to the 2023 Equity Incentive Plan to the Reporting Person on August 22, 2024. Such award of RSUs to the Reporting Person fully vested on the date of grant. ( 3 )Includes 354 shares of Class A common stock issuable upon the settlement of an award of 28,320 RSUs granted pursuant to 2023 Equity Incentive Plan to the Reporting Person on July 15, 2023. Such award of RSUs to the Reporting Person vested 20% on September 1, 2023, and the remaining 80% in four equal annual installments on September 1st of each subsequent calendar year. ( 4 )Includes 2,196 shares of Class A common stock of the Issuer issuable upon the settlement of an award of 140,490 restricted equity units ("REUs") granted pursuant to The Beneficient Company Group, L.P. 2018 Equity Incentive Plan ("2018 Equity Incentive Plan") to the Reporting Person on January 1, 2020. Such award of REUs to the Reporting Person vested 20% on the date of grant, and the remaining 80% in four equal annual installments on June 3rd of each subsequent calendar year. ( 5 )Includes 113 shares of Class A common stock issuable upon settlement of an award of 7,200 REUs to the Reporting Person granted pursuant to the 2018 Equity Incentive Plan on April 1, 2022. Such award of REUs to the Reporting Person shall vest 40% on June 8, 2023, and the remaining 60% in three equal annual installments on April 1st of each subsequent calendar year. ( 6 )Includes 257 shares of Class A common stock of the Issuer issuable upon the settlement of an award of 20,560 RSUs granted pursuant to 2023 Equity Incentive Plan to the Reporting Person on July 15, 2023. Such award of RSUs to the Reporting Person fully vested on September 1, 2023. ( 7 )Includes 998 shares of Class A common stock issuable upon the settlement of an award of 998 RSUs granted pursuant to 2023 Equity Incentive Plan to the Reporting Person on August 22, 2024. Such award of RSUs to the Reporting Person fully vested on the date of grant.

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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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