BNB Plus / Cypress: a related-party manager stack that ended in settlement and full treasury internalization.
BNB Plus's public record shows why a provider review has to combine recurring management economics, incentive fees, strategic-adviser compensation, warrants, governance relationships and the realized cost of exit. The company terminated the Cypress agreement family in July 2026 and disclosed that execution of the BNB treasury strategy was moving fully in-house.
Original provider stack
| Layer | Publicly disclosed economics / term |
|---|---|
| Cypress Digital — discretionary asset management | 1.25% annual management fee on account NAV, accrued monthly, plus a 10% incentive fee on defined net returns |
| Initial duration | Five years, then automatic one-year renewals unless either side gave at least 30 days' non-renewal notice |
| Cypress Management — strategic adviser | $60,000 monthly fee plus five-year warrants to purchase 1,986,634 common shares at $3.82 per share |
| Related-party facts | Joshua Kruger, then Board Chairman, and Patrick Horsman, then Chief Investment Officer, were disclosed as Cypress affiliates |
| Realized adviser expense | $180,000 for the three months and $540,000 for the nine months ended June 30, 2026 under the Strategic Advisor Agreement; the filing also recorded about $7.99 million of fair-value consulting expense for the Advisory Warrants |
The July 2026 exit was not a simple contract cancellation
On July 23, 2026, BNB Plus and the Cypress parties entered into a Termination, Standstill and Mutual Release Agreement. It terminated the Digital Services Agreement, the Strategic Advisor Agreement and a separate consulting agreement with Patrick Horsman.
The company agreed to pay an aggregate $1.0 million in cash: $500,000 at termination and another $500,000 in twelve monthly installments. It also agreed to issue an aggregate 200,000 Series B-1 Preferred shares in twelve monthly installments.
The settlement also carried a default-fee mechanic
Except for specified Cypress non-compliance circumstances, a default by the company on its settlement payment obligations triggers a disclosed default fee of $1.25 million less cash installments already paid. That makes settlement-performance risk part of the post-termination economics.
Warrant rights were partially unwound rather than simply disappearing
The Cypress parties agreed to rescission of 695,322 Series E-1 warrants. The remaining 1,291,312 warrants were modified to waive specified rights tied to fundamental transactions. This is another reason to track the equity layer separately from cash management fees.
The governance relationship changed with the exit
Kruger resigned as Chairman and director effective July 31, 2026, while Horsman ceased serving as Chief Investment Officer effective on the July 23 termination date. The settlement also imposed a standstill / non-interference framework extending to September 29, 2030.
BNB Plus's quarterly filing states that the company is transitioning execution of the BNB treasury strategy fully in-house.
What this case adds to a Board / CFO provider review
This case links the full lifecycle in one public record: related-party appointment → AUM + incentive fee → monthly adviser fee + warrants → realized expense → negotiated termination → cash + preferred-share settlement → warrant modification → management / Board changes → internalization.
It is therefore more useful as an exit and governance control than as a simple fee comparable.
Primary public sources
BNB Plus Form 10-Q for June 30, 2026 — provider economics, settlement and internalization disclosure
July 29, 2026 Form 8-K — termination, standstill and mutual release summary
Termination, Standstill and Mutual Release Agreement — filed exhibit
2026 registration statement — original Cypress fee and term reconstruction
Related research
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Public-source factual commercial research only. No legal, fairness, fiduciary, accounting or investment opinion and no recommendation concerning any provider, officer, director or transaction.