Management Change/Compensation (Form 8-K)

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

On March 20, 2026, Bernard Puckett notified the Board of Directors (the "Board") of Brand Engagement Network Inc. (the "Company") that, following the conclusion of his two-year term on the Board of Directors, he will step down as Chairman of the Board and resign as a member of the Board of Directors, effective March 31, 2026.

Mr. Puckett served as Interim Chairman of the Board since August 2025 and had been a member of the Company's Board of Directors since April 2023. During his tenure, Mr. Puckett provided leadership and governance oversight to the Company and brought decades of experience in enterprise technology, corporate operations, and strategic growth. In addition to serving as Chairman, Mr. Puckett served as Chair of the Company's Audit Committee and as a member of the Compensation Committee and the Nominating and Corporate Governance Committee.

Mr. Puckett's departure is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Board thanks Mr. Puckett for his leadership and contributions during his service to the Company.

On March 20, 2026, the Board appointed Jon Leibowitz, an independent director of the Company, as Chairman of the Board, effective April 1, 2026.

Mr. Leibowitz currently serves as Chair of the Company's Nominating and Corporate Governance Committee and as a member of the Audit Committee. Mr. Leibowitz serves as Chairman of the Board of the National Consumers League, America's oldest consumer advocacy organization. Previously, Mr. Leibowitz was a senior partner at Davis Polk & Wardwell LLP, where his practice focused on complex antitrust aspects of mergers and acquisitions as well as government and private antitrust investigations and litigation. Prior to private practice, Mr. Leibowitz served in senior leadership roles at the Federal Trade Commission, including as Chairman of the FTC.

There are no arrangements or understandings between Mr. Leibowitz and any other persons pursuant to which he was selected as Chairman of the Board, and there are no related party transactions requiring disclosure under Item 404(a) of Regulation S-K.

The Board believes Mr. Leibowitz's experience in corporate governance, regulatory policy and consumer protection will support the Company's continued strategic development and oversight.