Sec Form 4 Filing - Morgan Thomas JR @ Brand Engagement Network Inc. - 2025-01-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Morgan Thomas JR 2. Issuer Name and Ticker or Trading Symbol Brand Engagement Network Inc. [ BNAI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 145 E. SNOW KING AVE - PO BOX 1045 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2025 (Street) JACKSON, WY83001 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/02/2025 A 40,224 ( 1 ) A $ 0 40,224 D Common Stock 138,237 I See Footnotes ( 2 ) Common Stock 103,678 I See Footnotes ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants $ 11.5 03/14/2024 03/14/2029 Common Stock 117,721 117,721 ( 4 ) I See Footnotes ( 2 ) Warrants $ 11.5 03/14/2024 03/14/2029 Common Stock 88,291 88,291 ( 4 ) I See Footnotes ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Morgan Thomas JR 145 E. SNOW KING AVE - PO BOX 1045 JACKSON, WY83001 X Signatures /s/ Thomas Morgan Jr. 01/06/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Represents shares of common stock, par value $0.0001, of Brand Engagement Network Inc. (the "Common Stock"), and warrants (the "Warrants") beneficially owned by Pacific Premier Trust, Custodian FBO Thomas Morgan Beneficiary IRA (the "Trust"). The Reporting Person is the beneficiary of the Trust and may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise to beneficially own such shares of Common Stock and Warrants. The Reporting Person disclaims beneficial ownership of the securities, except to the extent of the pecuniary interest of such Reporting Person in such securities. ( 3 )Represents shares of Common Stock, and Warrants beneficially owned by Morgan Land LLC. The Reporting Person is a controlling person of Morgan Land LLC and may be deemed for purposes of Section 16 the Exchange Act, or otherwise to beneficially own such shares of Common Stock and Warrants. The Reporting Person disclaims beneficial ownership of the securities, except to the extent of the pecuniary interest of such Reporting Person in such securities. ( 4 )Each Warrant is exercisable at an exercise price of $11.50 per Warrant into one share of Common Stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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