AFG reports de minimis BNAI holding after Q1 2026 dispositions

Brand Engagement Network Inc. Schedule 13G reports that AFG Companies, Inc. and Ralph Wright Brewer III now each beneficially own 1,000 shares of the issuer's common stock, representing 0.00017% of the class as reported.

Rhea-AI Filing Summary

Brand Engagement Network Inc. Schedule 13G reports that AFG Companies, Inc. and Ralph Wright Brewer III now each beneficially own 1,000 shares of the issuer's common stock, representing 0.00017% of the class as reported. The filing notes that following dispositions in the first quarter of 2026, AFG's reported ownership fell below 5%. The filing also states that 49,333 shares owned by Genuine Lifetime, LLC were pledged to AFG as security for a note that is the subject of litigation.

Insights

Corporate Governance Analyst

AFG and an affiliated individual report de minimis holdings after recent dispositions.

The filing lists 1,000 shares beneficially owned by AFG and by Ralph Wright Brewer III with shared voting and dispositive power; the percentage is 0.00017%. This is presented under the Schedule 13G framework for passive ownership disclosures.

The excerpt notes a prior >5% position and subsequent dispositions that reduced AFG's stake below 3/31/2026. The pledge of 49,333 shares by Genuine Lifetime, LLC to AFG is disclosed and described as collateral for a note currently involved in litigation.

Key Figures

Reported shares owned: 1,000 shares Percent of class: 0.00017% Pledged shares: 49,333 shares +3 more

6 metrics

Reported shares owned 1,000 shares Amount beneficially owned by AFG and by Ralph Wright Brewer III

Percent of class 0.00017% Percent of common stock represented by 1,000 shares

Pledged shares 49,333 shares Shares owned by Genuine Lifetime, LLC pledged to AFG as security for a note (subject to litigation)

Prior >5% status date March 14, 2024 Date AFG was previously disclosed to beneficially own more than 5%

Reporting/period date 03/31/2026 Date referenced near header of the filing content

CUSIP 104932207 CUSIP for Brand Engagement Network common stock

Key Terms

Schedule 13G, beneficially owned, pledged as security

3 terms

Schedule 13G regulatory

"Ownership of 5 Percent or Less of a Class."

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

beneficially owned regulatory

"Amount beneficially owned: 1,000 (b) Percent of class: .00017 %"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

pledged as security financial

"49,333 shares owned by Genuine Lifetime, LLC that were pledged to AFG as security for a note"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does AFG Companies report in BNAI?

AFG Companies reports beneficial ownership of 1,000 shares of common stock, equal to 0.00017% of the class. The filing shows this level after dispositions in the first quarter of 2026.

Did AFG previously own more than 5% of BNAI?

Yes. The filing states that from and after March 14, 2024, AFG beneficially owned more than 5% of the common stock and that subsequent dispositions reduced its stake below 5%.

What is the significance of the 49,333 shares mentioned in the filing?

The filing says 49,333 shares owned by Genuine Lifetime, LLC were pledged to AFG as security for a note. Those pledged shares are excluded from the reported 1,000-share counts and are noted as subject to litigation.

Who signed the Schedule 13G filing for AFG and Mr. Brewer?

The filing is signed by Robyn S. Accipiter, General Counsel, and Ralph Wright Brewer III, who signed on his own behalf; signature dates are shown as 05/15/2026.

What voting and dispositive powers are reported for the 1,000 shares?

For the reported 1,000 shares the filing shows 0 sole voting power, 1,000 shared voting power, 0 sole dispositive power, and 1,000 shared dispositive power.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 09:46 AM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Brand Engagement Network Inc.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

104932207

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 104932207

1

Names of Reporting Persons

AFG Companies, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: From and after March 14, 2024, as previously disclosed by the Issuer, AFG Companies, Inc. beneficially owned more than 5% of the Issuer's common stock. Following dispositions that occurred during the first calendar quarter of 2026, the percentage of the Issuer's common stock beneficially owned by AFG Companies, Inc. fell below 5%. The number of shares reported in rows (6), (8), and (9) excludes 49,333 shares owned by Genuine Lifetime, LLC that were pledged to AFG Companies, Inc. as security for a note that is currently the subject of litigation.

SCHEDULE 13G

CUSIP Number(s): 104932207

1

Names of Reporting Persons

Ralph Wright Brewer III

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Ralph Wright Brewer III is the Chairman of the Board of AFG Companies, Inc. ("AFG"). Mr. Brewer shares with AFG voting and dispositive power with respect to the Issuer's common stock beneficially owned by AFG. From and after March 14, 2024, as previously disclosed by the Issuer, AFG beneficially owned more than 5% of the Issuer's common stock. Mr. Brewer individually beneficially owned additional shares that amounted to less than 0.4% of the Issuer's common stock. Following dispositions that occurred during the first calendar quarter of 2026, the percentage of the Issuer's common stock beneficially owned by either of AFG and Mr. Brewer fell below 5%. The number of shares reported in rows (6), (8), and (9) excludes 49,333 shares owned by Genuine Lifetime, LLC that were pledged to AFG as security for a note that is currently the subject of litigation.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Brand Engagement Network Inc.
(b)	Address of issuer's principal executive offices: 300 DELAWARE AVE, SUITE 210 #409, WILMINGTON, DELAWARE, 19801.
Item 2.
(a)	Name of person filing: AFG Companies, Inc. and Ralph Wright Brewer III
(b)	Address or principal business office or, if none, residence: 1900 Champagne Boulevard Grapevine, TX 76051
(c)	Citizenship: Texas
(d)	Title of class of securities: Common Stock, par value $0.0001
(e)	CUSIP Number(s): 104932207
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,000
(b)	Percent of class: .00017 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 1,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1,000
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

AFG Companies, Inc.

Signature:	/s/ Robyn S. Accipiter
Name/Title:	General Counsel
Date:	05/15/2026

Ralph Wright Brewer III

Signature:	/s/ Ralph Wright Brewer III
Name/Title:	Self
Date:	05/15/2026