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Brand Engagement Network Inc.

For the period ended Nov 6, 2025. Filed Nov 6, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Nov 6, 2025 · Filed Nov 6, 2025

BNAI$4.38+2.1%Stored close · as of Nov 6, 2026
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PROXY SUMMARY

This summary highlights certain information contained elsewhere in our proxy statement. This summary does not contain all of the information you should consider. We encourage you to read the entirety of our proxy statement carefully prior to submitting your votes.

Annual Stockholders Meeting
Date November 26, 2025 Time 10:00 a.m. Pacific Time Place Exclusively via the internet at a virtual web conference at https://www.cstproxy.com/beninc/2025Record date November 3, 2025Meeting agenda The meeting will cover the proposals listed under “Voting matters and vote recommendations” below, and any other business that may properly come before the meeting.
Date of Mailing/Availability The proxy statement is being mailed to our stockholders on or about November 6, 2025.Voting Stockholders as of the record date are entitled to vote. Each share of our common stock is entitled to one vote for each director nominee and one vote for each of the proposals.

Voting matters and vote recommendations

See the actual proposals for more information.

Management Proposals · Board recommends · Reasons for Recommendation · See page
1.Election of two Class I directorsFOROur Board of Directors (“Board”) and its Nominating and Corporate Governance Committee believe the 2 Board nominees possess the skills, and experience to effectively monitor performance, provide oversight, and advise management on our long-term strategy.19
2.Ratification of the selection of L.J. Soldinger Associates, LLC as our independent auditor for fiscal year 2025FORBased on the Audit Committee’s assessment of L.J. Soldinger Associates, LLC’s qualifications and performance, it believes their retention for fiscal year 2025 is in the best interests of our company.26
3.Amendment to our Certificate of Incorporation to effect a reverse stock splitFOROur Board has determined it to be in the best interests of the Company and our stockholders to amend our Certificate of Incorporation to effectuate a reverse stock split, if necessary, at the discretion of Our Board.28

PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON November 26, 2025

November 6,** 2025**

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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.