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Brand Engagement Network Inc.

For the period ended Jun 30, 2025. Filed Oct 14, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Oct 14, 2025

BNAI$4.49+2.5%Stored close · as of Nov 9, 2026

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Item 5. Other Information

2025 Annual Meeting of Shareholders

The Board has designated November 26, 2025 as the date of the Company’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”). The Company intends to set the record date for determining the shareholders of record who will be entitled to vote at the 2025 Annual Meeting as the close of business on November 3, 2025. The time and location of the 2025 Annual Meeting will be as set forth in the Company’s definitive proxy statement for the 2025 Annual Meeting to be filed with the Securities and Exchange Commission.

A shareholder who, in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), intends to present a proposal to be included in the proxy statement for the 2025 Annual Meeting must submit the proposal to the Company, 300 Delaware Avenue, Suite 210, Wilmington, DE 19801, Attention: Legal Department - Shareholder Mail, with a copy sent by e-mail to legal@beninc.ai, and we must receive the proposal by no later than a reasonable time before we begin to print and mail the proxy materials for the 2025 Annual Meeting. Accordingly, the Board has fixed the new deadline for the submission of proposals to be included in the proxy statement for the 2025 Annual Meeting as October 20, 2025. In addition, we may omit any proposal from our proxy materials that does not comply with Securities and Exchange Commission rules.

Pursuant to the Company’s bylaws, if a shareholder intends to present certain matters, including nominations for the election of directors, at the 2025 Annual Meeting without inclusion in our proxy materials, the notice must also be delivered to our principal executive offices, at the address and email set forth above, no later than October 20, 2025. The proposal or nomination must also contain the information and follow the procedures required by our bylaws.

Director and Officer Trading Arrangements

None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined in Items 408(a) and 408(c) of Regulation S-K, respectively) during the quarterly period covered by this Report.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.