BNAI

SEC source: 0002012914-25-000007 · primary_doc.xml · nonDerivative · entry 1

Pinnam Venkata Ramana · CIK 0002012914 · SVP ENGINEERING

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 15,727

SEC source: 0002012914-25-000006 · primary_doc.xml · nonDerivative · entry 1

Pinnam Venkata Ramana · CIK 0002012914 · SVP ENGINEERING

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 15,994

SEC source: 0001493152-25-009557 · ownership.xml · nonDerivative · entry 2

Luck Tyler J · CIK 0002012923 · Director · Chief Product Officer · 10% owner

October 3rd Holdings, LLC · CIK 0002016262 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 14,185

F5 · security: The original Form 4, filed on January 16, 2025, is being amended by this Form 4 amendment to reflect that the grant previously reported as having occurred on December 31, 2024 was in fact two separate grants, as well as to correct the number of shares granted and dates of the grants.

F4 · shares: Represents 7,927 shares of restricted stock granted to Mr. Luck pursuant to the Brand Engagement Network Inc. 2023 Long-Term Incentive Plan.

F1 · balance_after: The Reporting Persons may be deemed to be a member of a group with respect to Brand Engagement Network Inc. (the "Company") or securities of the Company for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Company or securities of the Company.

F1 · ownership.direct: The Reporting Persons may be deemed to be a member of a group with respect to Brand Engagement Network Inc. (the "Company") or securities of the Company for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Company or securities of the Company.

SEC source: 0001493152-25-009556 · ownership.xml · nonDerivative · entry 1

Pinnam Venkata Ramana · CIK 0002012914 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 81,042

F2 · security: The original Form 4, filed on January 14, 2025, is being amended by this Form 4 amendment to correct the number of shares granted and date of the grant.

F1 · shares: Represents 9,466 shares of restricted stock granted to the Reporting Person pursuant to the Brand Engagement Network Inc. 2023 Long-Term Incentive Plan.

SEC source: 0001493152-25-001091 · ownership.xml · nonDerivative · entry 1

Leibowitz Jon · CIK 0002012910 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 88,861

F1 · shares: Represents 12,153 restricted stock units and 36,708 shares of restricted stock granted to the Reporting Person pursuant to the Brand Engagement Network Inc. Non-Employee Director Compensation Policy.

SEC source: 0001493152-25-001088 · ownership.xml · nonDerivative · entry 1

Puckett Milford Bernard Jr · CIK 0002012920 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 67,048

F1 · shares: Represents 12,153 restricted stock units and 19,434 shares of restricted stock granted to the Reporting Person pursuant to the Brand Engagement Network Inc. Non-Employee Director Compensation Policy.

SEC source: 0001493152-25-001090 · ownership.xml · nonDerivative · entry 1

Grasso Janine · CIK 0002012916 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 46,702

F1 · shares: Represents 12,153 restricted stock units and 34,549 shares of restricted stock granted to the Reporting Person pursuant to the Brand Engagement Network Inc. Non-Employee Director Compensation Policy.

SEC source: 0001493152-25-001089 · ownership.xml · nonDerivative · entry 1

Gaertner Christopher · CIK 0001846674 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 744,363

F1 · shares: Represents 12,153 restricted stock units and 41,027 shares of restricted stock granted to the Reporting Person pursuant to the Brand Engagement Network Inc. Non-Employee Director Compensation Policy.

SEC source: 0001493152-25-001093 · ownership.xml · nonDerivative · entry 1

Morgan Thomas JR · CIK 0001847325 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 40,224

F1 · shares: Represents 12,153 restricted stock units and 28,071 shares of restricted stock granted to the Reporting Person pursuant to the Brand Engagement Network Inc. Non-Employee Director Compensation Policy.

SEC source: 0001493152-25-001092 · ownership.xml · nonDerivative · entry 1

Isaacs Richard · CIK 0002036094 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 26,423

F1 · shares: Represents 12,153 restricted stock units and 14,270 shares of restricted stock granted to the Reporting Person pursuant to the Brand Engagement Network Inc. Non-Employee Director Compensation Policy.

SEC source: 0001493152-25-009557 · ownership.xml · nonDerivative · entry 1

Luck Tyler J · CIK 0002012923 · Director · Chief Product Officer · 10% owner

October 3rd Holdings, LLC · CIK 0002016262 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,258

F5 · security: The original Form 4, filed on January 16, 2025, is being amended by this Form 4 amendment to reflect that the grant previously reported as having occurred on December 31, 2024 was in fact two separate grants, as well as to correct the number of shares granted and dates of the grants.

F3 · shares: Represents 6,258 shares of restricted stock granted to Mr. Luck pursuant to the Brand Engagement Network Inc. 2023 Long-Term Incentive Plan.

F1 · balance_after: The Reporting Persons may be deemed to be a member of a group with respect to Brand Engagement Network Inc. (the "Company") or securities of the Company for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Company or securities of the Company.

F1 · ownership.direct: The Reporting Persons may be deemed to be a member of a group with respect to Brand Engagement Network Inc. (the "Company") or securities of the Company for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Company or securities of the Company.

SEC source: 0001493152-25-002180 · ownership.xml · nonDerivative · entry 1

Pinnam Venkata Ramana · CIK 0002012914 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 79,691

F1 · shares: Represents 8,115 shares of restricted stock granted to the Reporting Person pursuant to the Brand Engagement Network Inc. 2023 Long-Term Incentive Plan.

SEC source: 0001493152-25-002562 · ownership.xml · nonDerivative · entry 2

Luck Tyler J · CIK 0002012923 · Director · Chief Product Officer · 10% owner

October 3rd Holdings, LLC · CIK 0002016262 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,874

F4 · shares: Represents 6,874 shares of restricted stock granted to Mr. Luck pursuant to the Brand Engagement Network Inc. 2023 Long-Term Incentive Plan.

F2 · ownership.direct: The Reporting Persons may be deemed to be a member of a group with respect to the Company or securities of the Company for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Company or securities of the Company.

SEC source: 0001493152-24-034274 · ownership.xml · nonDerivative · entry 3

DHC Sponsor, LLC · CIK 0001847777 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 79,999

F4 · kind: On August 26, 2024, the Sponsor effected a pro rata distribution of shares of Common Stock to the Sponsor's members subject to the existing lockup restrictions of Sponsor, and 79,999 shares of Common Stock were withheld to cover taxes and expenses.

F2 · ownership.direct: Christopher Gaertner controls the reporting person, and as such has voting and investment discretion with respect to the securities held by the reporting person and may be deemed to have beneficial ownership of the securities held directly by the reporting person.

SEC source: 0001493152-24-034272 · ownership.xml · nonDerivative · entry 4

Gaertner Christopher · CIK 0001846674 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 691,183

F5 · kind: Reflects 691,183 shares of Common Stock, rounded to the nearest whole share, distributed to the reporting person in the Distribution which are now directly owned but remain subject to lockup restrictions.

SEC source: 0001493152-24-034272 · ownership.xml · nonDerivative · entry 3

Gaertner Christopher · CIK 0001846674 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · DHC Sponsor, LLC

Disclosed balance after: 79,999

F4 · kind: On August 26, 2024, the Sponsor effected a pro rata distribution of shares (the "Distribution") of Common Stock to Sponsor's members, including 79,999 shares of Common Stock withheld to cover taxes and expenses.

F2 · ownership.nature: The securities reported herein are held by the Sponsor. The reporting person controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001493152-24-034274 · ownership.xml · nonDerivative · entry 2

DHC Sponsor, LLC · CIK 0001847777 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,153,586

F3 · kind: On August 22, 2024, the Sponsor and the Company agreed to convert certain indebtedness into shares of Common Stock owed by the Company to the Sponsor in connection with the Company's initial business combination for which the Sponsor used to cover past expenses.

F2 · ownership.direct: Christopher Gaertner controls the reporting person, and as such has voting and investment discretion with respect to the securities held by the reporting person and may be deemed to have beneficial ownership of the securities held directly by the reporting person.

SEC source: 0001493152-24-034272 · ownership.xml · nonDerivative · entry 2

Gaertner Christopher · CIK 0001846674 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · DHC Sponsor, LLC

Disclosed balance after: 6,153,586

F3 · kind: On August 22, 2024, the Sponsor and the Company agreed to convert certain indebtedness into shares of Common Stock owed by the Company to the Sponsor in connection with the Company's initial business combination for which the Sponsor used to cover past expenses.

F2 · ownership.nature: The securities reported herein are held by the Sponsor. The reporting person controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001493152-24-026810 · ownership.xml · nonDerivative · entry 2

Zacharski Michael · CIK 0002012966 · Director · Co-Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,397,368

F2 · shares: Represents shares of common stock of Brand Engagement Network Inc. (the "Issuer") withheld by the Issuer to satisfy tax withholding obligations in connection with the grant of 78,222 shares of restricted stock granted to the reporting person on July 5, 2024. No shares were issued or sold in this transaction. The per-share value assigned to the shares withheld reflects the price per share on the date on which the shares vested as reported on the Nasdaq Capital Market.

SEC source: 0001493152-24-026810 · ownership.xml · nonDerivative · entry 1

Zacharski Michael · CIK 0002012966 · Director · Co-Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,428,722

F1 · shares: Represents shares of restricted stock granted pursuant to the Brand Engagement Network Inc. 2024 Long-Term Incentive Plan to the reporting person on July 5, 2024. The restricted stock fully vested on July 5, 2024.

SEC source: 0001493152-25-002562 · ownership.xml · nonDerivative · entry 1

Luck Tyler J · CIK 0002012923 · Director · Chief Product Officer · 10% owner

October 3rd Holdings, LLC · CIK 0002016262 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By October 3rd Holdings, LLC

Disclosed balance after: 8,765,568

F1 · shares: Represents 93,333 shares of common stock, par value $0.0001 per share, of Brand Engagement Network Inc. (the "Company"), issued to October 3rd Holdings, LLC ("October 3rd") at a price of $4.50 per share in exchange for certain outstanding indebtedness of the Company.

F2 · ownership.direct: The Reporting Persons may be deemed to be a member of a group with respect to the Company or securities of the Company for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Company or securities of the Company.

F3 · ownership.nature: The securities reported herein are held by October 3rd. Tyler J. Luck is the managing member of and controls October 3rd, and as such has voting and investment discretion with respect to the securities held by October 3rd and may be deemed to have beneficial ownership of the securities held directly by October 3rd. Mr. Luck disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.

SEC source: 0001493152-24-020330 · ownership.xml · nonDerivative · entry 1

Puckett Milford Bernard Jr · CIK 0002012920 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 35,461

F1 · shares: Represents shares of restricted stock granted pursuant to the Brand Engagement Network Inc. 2024 Long-Term Incentive Plan to the reporting person on May 14, 2024. The restricted stock will fully vest on August 14, 2024, the three month anniversary of the date of grant.

SEC source: 0001493152-24-020332 · ownership.xml · nonDerivative · entry 1

Chang Paul Wonki · CIK 0002012912 · Global President

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 901,952

F1 · shares: Represents shares of restricted stock granted pursuant to the Brand Engagement Network Inc. 2024 Long-Term Incentive Plan to the reporting person on May 13, 2024. The restricted stock fully vested on May 13, 2024.

SEC source: 0001493152-24-011954 · ownership.xml · nonDerivative · entry 1

Leibowitz Jon · CIK 0002012910 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 40,000

F1 · kind: Such shares were transferred as additional consideration from DHC Sponsor, LLC to the Reporting Person in connection with an investment that the Reporting Person previously made in Brand Engagement Network Inc.

F1 · shares: Such shares were transferred as additional consideration from DHC Sponsor, LLC to the Reporting Person in connection with an investment that the Reporting Person previously made in Brand Engagement Network Inc.

F1 · price: Such shares were transferred as additional consideration from DHC Sponsor, LLC to the Reporting Person in connection with an investment that the Reporting Person previously made in Brand Engagement Network Inc.

F1 · balance_after: Such shares were transferred as additional consideration from DHC Sponsor, LLC to the Reporting Person in connection with an investment that the Reporting Person previously made in Brand Engagement Network Inc.

SEC source: 0001493152-24-011953 · ownership.xml · nonDerivative · entry 1

Gaertner Christopher · CIK 0001846674 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · DHC Sponsor, LLC

Disclosed balance after: 7,319,835

F1 · kind: Such shares were transferred as additional consideration from DHC Sponsor, LLC (the "Sponsor") to Jon Leibowitz in connection with an investment that Mr. Leibowitz previously made in Brand Engagement Network Inc

F1 · shares: Such shares were transferred as additional consideration from DHC Sponsor, LLC (the "Sponsor") to Jon Leibowitz in connection with an investment that Mr. Leibowitz previously made in Brand Engagement Network Inc

F1 · price: Such shares were transferred as additional consideration from DHC Sponsor, LLC (the "Sponsor") to Jon Leibowitz in connection with an investment that Mr. Leibowitz previously made in Brand Engagement Network Inc

F1 · balance_after: Such shares were transferred as additional consideration from DHC Sponsor, LLC (the "Sponsor") to Jon Leibowitz in connection with an investment that Mr. Leibowitz previously made in Brand Engagement Network Inc

F2 · ownership.nature: The securities reported herein are held by the Sponsor. The reporting person controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

SEC source: 0000950170-24-032959 · ownership.xml · nonDerivative · entry 1

Howard James Richard · CIK 0002013063 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 135,050

F1 · deemedExecutionDate: On June 30, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") issued the Reporting Person a warrant to purchase 100,000 shares of Predecessor common stock. The Reporting Person converted these warrants in full on January 6, 2022 at a conversion price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing shares of Predecessor common stock were converted into shares of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

F1 · shares: On June 30, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") issued the Reporting Person a warrant to purchase 100,000 shares of Predecessor common stock. The Reporting Person converted these warrants in full on January 6, 2022 at a conversion price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing shares of Predecessor common stock were converted into shares of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

F1 · price: On June 30, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") issued the Reporting Person a warrant to purchase 100,000 shares of Predecessor common stock. The Reporting Person converted these warrants in full on January 6, 2022 at a conversion price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing shares of Predecessor common stock were converted into shares of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

F1 · balance_after: On June 30, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") issued the Reporting Person a warrant to purchase 100,000 shares of Predecessor common stock. The Reporting Person converted these warrants in full on January 6, 2022 at a conversion price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing shares of Predecessor common stock were converted into shares of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

SEC source: 0000950170-24-033101 · ownership.xml · nonDerivative · entry 1

Leibowitz Jon · CIK 0002012910 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 20,000

SEC source: 0000950170-24-032954 · ownership.xml · nonDerivative · entry 1

Chang Paul Wonki · CIK 0002012912 · Global President

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 370,037

F1 · deemedExecutionDate: On September 30, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") provided the Reporting Person with an award of 250,000 stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan. The Reporting Person exercised these stock options on June 30, 2022 at an exercise price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing shares of Predecessor common stock were converted into shares of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

F1 · shares: On September 30, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") provided the Reporting Person with an award of 250,000 stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan. The Reporting Person exercised these stock options on June 30, 2022 at an exercise price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing shares of Predecessor common stock were converted into shares of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

F1 · price: On September 30, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") provided the Reporting Person with an award of 250,000 stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan. The Reporting Person exercised these stock options on June 30, 2022 at an exercise price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing shares of Predecessor common stock were converted into shares of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

F1 · balance_after: On September 30, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") provided the Reporting Person with an award of 250,000 stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan. The Reporting Person exercised these stock options on June 30, 2022 at an exercise price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing shares of Predecessor common stock were converted into shares of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

SEC source: 0000950170-24-032940 · ownership.xml · nonDerivative · entry 1

Pinnam Venkata Ramana · CIK 0002012914 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 71,576

F1 · shares: On February 1, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") issued the Reporting Person a warrant to purchase 250,000 shares of Predecessor common stock. The Reporting Person converted these warrants in full on February 1, 2023 at a conversion price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing shares of Predecessor common stock were converted into shares of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

F1 · price: On February 1, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") issued the Reporting Person a warrant to purchase 250,000 shares of Predecessor common stock. The Reporting Person converted these warrants in full on February 1, 2023 at a conversion price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing shares of Predecessor common stock were converted into shares of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

F1 · balance_after: On February 1, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") issued the Reporting Person a warrant to purchase 250,000 shares of Predecessor common stock. The Reporting Person converted these warrants in full on February 1, 2023 at a conversion price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing shares of Predecessor common stock were converted into shares of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

SEC source: 0000950170-24-032941 · ownership.xml · derivative · entry 1

Williams Bill T · CIK 0002012917 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 270,100

Underlying: Common Stock · 270,100 shares

Expires 2033-10-26

F1 · shares: On October 26, 2023, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") provided the Reporting Person with an award of 1,000,000 stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing options of the Predecessor were assumed by the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

F2 · derivative.exercise_date: Options reported herein vest in a series of thirty-six (36) successive equal monthly installments beginning on the one-year anniversary of the grant date, subject to the Reporting Person's continuous service with the Company as of such date.

F1 · derivative.underlying_shares: On October 26, 2023, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") provided the Reporting Person with an award of 1,000,000 stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing options of the Predecessor were assumed by the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

F1 · balance_after: On October 26, 2023, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") provided the Reporting Person with an award of 1,000,000 stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing options of the Predecessor were assumed by the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

SEC source: 0000950170-24-032955 · ownership.xml · nonDerivative · entry 1

Luck Tyler J · CIK 0002012923 · Director · Chief Product Officer · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By October 3rd Holdings, LLC

Disclosed balance after: 8,672,235

F1 · ownership.nature: The securities reported herein are held by October 3rd Holdings, LLC ("October 3rd"). The reporting person is the managing member of and controls October 3rd, and as such has voting and investment discretion with respect to the securities held by October 3rd and may be deemed to have beneficial ownership of the securities held directly by October 3rd. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

SEC source: 0000950170-24-032951 · ownership.xml · nonDerivative · entry 1

Carrasco Ruy · CIK 0002012921 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 27,010

F1 · shares: On May 7, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") issued the Reporting Person a warrant to purchase 100,000 shares of Predecessor common stock. The Reporting Person converted these warrants in full on July 16, 2021 at a conversion price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing shares of Predecessor common stock were converted into shares of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

F1 · price: On May 7, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") issued the Reporting Person a warrant to purchase 100,000 shares of Predecessor common stock. The Reporting Person converted these warrants in full on July 16, 2021 at a conversion price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing shares of Predecessor common stock were converted into shares of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

F1 · balance_after: On May 7, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") issued the Reporting Person a warrant to purchase 100,000 shares of Predecessor common stock. The Reporting Person converted these warrants in full on July 16, 2021 at a conversion price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing shares of Predecessor common stock were converted into shares of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

SEC source: 0000950170-24-032964 · ownership.xml · nonDerivative · entry 1

Henderson James Dale Jr · CIK 0002012924 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,402,494

F1 · deemedExecutionDate: On September 30, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") provided the Reporting Person with an award of 250,000 fully vested stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan. The Reporting Person exercised these options in full on May 1, 2023 at an exercise price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing Predecessor common stock was converted into shares of common stock of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

F1 · shares: On September 30, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") provided the Reporting Person with an award of 250,000 fully vested stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan. The Reporting Person exercised these options in full on May 1, 2023 at an exercise price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing Predecessor common stock was converted into shares of common stock of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

F1 · price: On September 30, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") provided the Reporting Person with an award of 250,000 fully vested stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan. The Reporting Person exercised these options in full on May 1, 2023 at an exercise price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing Predecessor common stock was converted into shares of common stock of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

F1 · balance_after: On September 30, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") provided the Reporting Person with an award of 250,000 fully vested stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan. The Reporting Person exercised these options in full on May 1, 2023 at an exercise price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing Predecessor common stock was converted into shares of common stock of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

SEC source: 0000950170-24-032956 · ownership.xml · derivative · entry 1

Zacharski Michael · CIK 0002012966 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,350,500

Underlying: Common Stock · 1,350,500 shares

Expires 2033-03-15

F1 · shares: On March 15, 2023, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") provided the Reporting Person with an award of 5,000,000 fully vested stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing options of the Predecessor were assumed by the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

F2 · derivative.exercise_date: Options reported herein were fully vested at the original grant date of March 15, 2023.

F1 · derivative.underlying_shares: On March 15, 2023, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") provided the Reporting Person with an award of 5,000,000 fully vested stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing options of the Predecessor were assumed by the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

F1 · balance_after: On March 15, 2023, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") provided the Reporting Person with an award of 5,000,000 fully vested stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing options of the Predecessor were assumed by the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

SEC source: 0000950170-24-032971 · ownership.xml · nonDerivative · entry 1

Gaertner Christopher · CIK 0001846674 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · DHC Sponsor LLC

Disclosed balance after: 7,339,835

F1 · shares: On March 8, 2024, Brand Engagement Network Inc., a Wyoming corporation consummated a business combination (the "Business Combination") with DHC Acquisition Corp., a former Cayman Islands corporation and the surviving entity under the Business Combination ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058). The reported figure reflects the transfer of 396,433 shares of DHC Class A Shares from DHC Sponsor, LLC (the "Sponsor") and certain affiliates to public shareholders of DHC following the Business Combination pursuant to certain Non-Redemption Agreements entered into in connection with the Business Combination.

F1 · balance_after: On March 8, 2024, Brand Engagement Network Inc., a Wyoming corporation consummated a business combination (the "Business Combination") with DHC Acquisition Corp., a former Cayman Islands corporation and the surviving entity under the Business Combination ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058). The reported figure reflects the transfer of 396,433 shares of DHC Class A Shares from DHC Sponsor, LLC (the "Sponsor") and certain affiliates to public shareholders of DHC following the Business Combination pursuant to certain Non-Redemption Agreements entered into in connection with the Business Combination.

F2 · ownership.nature: The securities reported herein are held by the Sponsor. The reporting person controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

SEC source: 0001493152-24-034274 · ownership.xml · nonDerivative · entry 1

DHC Sponsor, LLC · CIK 0001847777 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,002,325

F1 · kind: Reflects shares of common stock, par value $0.0001 per share, (the "Common Stock"), of Brand Engagement Network Inc., a Delaware corporation (the "Company"), distributed by DHC Sponsor, LLC, a Delaware limited liability company (the "Sponsor"), to certain non-redemption holders in connection with the initial business combination of the Company.

F2 · ownership.direct: Christopher Gaertner controls the reporting person, and as such has voting and investment discretion with respect to the securities held by the reporting person and may be deemed to have beneficial ownership of the securities held directly by the reporting person.

SEC source: 0001493152-24-034272 · ownership.xml · nonDerivative · entry 1

Gaertner Christopher · CIK 0001846674 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · DHC Sponsor, LLC

Disclosed balance after: 6,002,325

F1 · kind: Reflects shares of common stock, par value $0.0001 per share (the "Common Stock"), of Brand Engagement Network Inc., a Delaware corporation (the "Company"), distributed by DHC Sponsor, LLC, a Delaware limited liability company (the "Sponsor"), to certain non-redemption holders in connection with the initial business combination of the Company.

F2 · ownership.nature: The securities reported herein are held by the Sponsor. The reporting person controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000950170-24-032951 · ownership.xml · derivative · entry 2

Carrasco Ruy · CIK 0002012921 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 67,525

Underlying: Common Stock · 67,525 shares

Expires 2025-05-01

F2 · shares: On September 30, 2021, the Company provided the Reporting Person with an award of 250,000 stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan at an exercise price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC, existing options of the Predecessor were assumed by the Company as the entity surviving the merger. These options have not yet been exercised. Shares reported herein are shares of the Company on an as-converted basis.

F3 · derivative.exercise_date: One fourth (1/4th) of the options reported herein vested on the one-year anniversary of the award date, with the remaining balance vesting in a series of thirty-six (36) monthly installments measured from the one-year anniversary of the award date.

F2 · derivative.underlying_shares: On September 30, 2021, the Company provided the Reporting Person with an award of 250,000 stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan at an exercise price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC, existing options of the Predecessor were assumed by the Company as the entity surviving the merger. These options have not yet been exercised. Shares reported herein are shares of the Company on an as-converted basis.

F2 · balance_after: On September 30, 2021, the Company provided the Reporting Person with an award of 250,000 stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan at an exercise price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC, existing options of the Predecessor were assumed by the Company as the entity surviving the merger. These options have not yet been exercised. Shares reported herein are shares of the Company on an as-converted basis.

SEC source: 0000950170-24-032964 · ownership.xml · derivative · entry 2

Henderson James Dale Jr · CIK 0002012924 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 54,020

Underlying: Common Stock · 54,020 shares

Expires 2033-05-01

F2 · shares: On May 1, 2023, the Predecessor issued the Reporting Person a warrant to purchase 200,000 shares of Predecessor common stock. The Reporting Person has not yet converted these warrants. Pursuant to the Predecessor's business combination with DHC, existing Predecessor warrants were assumed by the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

F2 · derivative.underlying_shares: On May 1, 2023, the Predecessor issued the Reporting Person a warrant to purchase 200,000 shares of Predecessor common stock. The Reporting Person has not yet converted these warrants. Pursuant to the Predecessor's business combination with DHC, existing Predecessor warrants were assumed by the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

F2 · balance_after: On May 1, 2023, the Predecessor issued the Reporting Person a warrant to purchase 200,000 shares of Predecessor common stock. The Reporting Person has not yet converted these warrants. Pursuant to the Predecessor's business combination with DHC, existing Predecessor warrants were assumed by the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.