Brand Engagement Network Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION** **

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Brand Engagement Network Inc.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

November 6, 2025

Dear Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Brand Engagement Network Inc., (“BEN,” “BNAI,” or “Company”), which will be held on November 26, 2025, at 10:00 a.m. Pacific Time. The Board of Directors has determined to convene and conduct the Annual Meeting exclusively in a virtual meeting format at https://www.cstproxy.com/beninc/2025. This proxy statement includes instructions on how to access the virtual meeting and how to listen, vote, and submit questions from home or any remote location with Internet connectivity.

You can attend the Annual Meeting of Stockholders online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above-mentioned internet site. We are committed to ensuring, to the extent possible, that stockholders will be afforded the ability to participate at the virtual meeting like they would at an in-person meeting. Details regarding how to access the virtual meeting via the internet and the business to be conducted at the meeting are more fully described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.

The matters to be acted upon are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.

We hope that you will be able to attend this year’s Annual Meeting of Stockholders. Whether or not you plan to attend the meeting, please vote through the internet or request, sign and return a proxy card to ensure your representation at the meeting. Your vote is important.

On behalf of the Board of Directors, we sincerely thank you for your continued support of Brand Engagement Network Inc. While we acknowledge the challenges and distractions of the past year, we remain focused on executing our strategy, strengthening our foundation, and positioning the Company for long-term success. We value your trust and engagement as we continue to advance BEN’s mission on behalf of all stockholders.

Sincerely

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held November 26, 2025

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders of Brand Engagement Network Inc. (the “Company” or “BEN”) will be held on November 26, 2025 at 10:00 a.m. Pacific Time exclusively via the internet at a virtual web conference.

Items of Business:

We are holding the meeting for the following purposes, which are more fully described in the accompanying proxy statement:

1. To elect the two nominees named in the proxy statement to serve as Class I directors on the Board of Directors for a term of three years until the annual meeting of stockholders to be held in 2028 (or until such time as their respective successors are elected and qualified);

2. To ratify the appointment of L.J. Soldinger Associates, LLC as our independent registered public accounting firm for 2025; and

3. To approve of an amendment to our Certificate of Incorporation to effect a reverse stock split of the outstanding shares of our common stock by a ratio range of 1 for 2 to up to 1 for 10, with the exact ratio to be set by the Company’s Board of Directors within the above range in its sole discretion.

In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

Record Date

Only stockholders of record at the close of business on November 3, 2025 are entitled to notice of, and to vote at, the meeting and any adjournments thereof.

Mailing Date and Internet Availability of Proxy Materials

Our proxy statement and our 2024 Annual Report are being distributed to our stockholders on or about November 6, 2025. These materials are available at https://investors.beninc.ai/sec-filings. Your vote is important. Please vote as promptly as possible by using the Internet or by signing, dating and returning the proxy card enclosed with our proxy statement.

Virtual Annual Meeting of Stockholders

To facilitate greater stockholder access, we have determined that the Annual Meeting of Stockholders will be held in a virtual-only meeting format, via live video webcast that will provide shareholders with the ability to participate, vote their shares and ask questions. We are implementing a virtual-only meeting format in order to leverage technology to enhance shareholder access to the Annual Meeting of Stockholders. We believe a virtual-only meeting format facilitates shareholder attendance and participation by enabling all shareholders to participate fully and equally, and without cost, using an Internet-connected device from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all shareholders, regardless of size, resources or physical location. At our virtual meeting, stockholders will be able to attend, vote and submit questions by visiting the link provided upon registering at https://www.cstproxy.com/beninc/2025. Further information about how to attend the Annual Meeting of Stockholders online, vote your shares online during the meeting and submit questions during the meeting is included in the accompanying proxy statement.

Attendance at the Virtual Annual Meeting of Stockholders

In order to attend the Annual Meeting of Stockholders, you must register at https://www.cstproxy.com/beninc/2025. Upon completing your registration, you will receive an email confirming your registration. As part of the registration process, you must enter the control number located on your proxy card or voting instruction form. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process.

Your vote as a BEN stockholder is very important. Each share of common stock that you own represents one vote. For questions regarding your stock ownership, you may contact Investor Relations at investors@beninc.ai or, if you are a registered holder, our transfer agent, Continental Stock Transfer & Trust, by email through their website at https://continentalstock.com/contact-us/ or by phone toll free at (800) 509-5586.

By Order of the Board of Directors,

James D. Henderson

General Counsel and Secretary

Santa Monica, California

November 6, 2025

Whether or not you expect to attend the meeting, we encourage you to read the proxy statement and vote by internet or submit your proxy card or voting instructions as soon as possible, so that your shares may be represented at the meeting. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About the Meeting” beginning on page 3 of the proxy statement.

PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS

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