Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the previously announced acquisition of Cataneo GmbH ("Cataneo"), the Board of Directors (the "Board") of Brand Engagement Network Inc. (the "Company") appointed Christian Unterseer to serve as a member of the Board, effective July 1, 2026.

Mr. Unterseer founded Cataneo in September 2002 and grew Cataneo into a globally recognized enterprise platform serving leading media organizations across international markets. Prior to founding Cataneo, Mr. Unterseer was the chief executive officer of Home Shopping Europe UK in London from 2000 until July 2002 and Director, Ad Traffic & Broadcast Scheduling at ProSiebenSat1 Media AG. He graduated from Bavarian Academy of Advertising, Munich with a degree in media marketing in 1992.

Mr. Unterseer will receive equity compensation for his services as a director of the Company in accordance with the Company's Board compensation policy subject to vesting requirements.

Other than as otherwise disclosed herein, there are no arrangements or understandings with any person pursuant to which Mr. Unterseer was selected to serve as a director of the Company. Mr. Unterseer does not have any family relationship with any of the Company's directors or executive officers. There have been no transactions directly or indirectly involving Mr. Unterseer that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.