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.

Resignation of Dionne Pendleton as Director, Corporate Secretary and Treasurer.

On June 16, 2026, Dionne Pendleton notified the Board of Directors (the "Board") of Sentient Brands Holdings Inc. (the "Company") of her resignation, effective June 16, 2026, from her positions as a member of the Board and as Corporate Secretary and Treasurer of the Company. Ms. Pendleton's resignation was attributable to her decision to transition from these roles, and did not result from any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Board acknowledges Ms. Pendleton's contributions to the Company and expects to continue to engage her services on Board committees in an advisory capacity.

Appointment of Derek Wyman as Director.

On June 16, 2026, the Board appointed Derek Wyman to serve as a member of the Board, effective June 16, 2026, to fill a vacancy on the Board. Mr. Wyman will serve as a director until the next annual meeting of stockholders of the Company and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. The Board has not yet determined the committees of the Board, if any, on which Mr. Wyman will serve.

Business Experience of Mr. Wyman.

Mr. Wyman is a sales and operations executive with more than two decades of leadership experience spanning operations management, regional planning, business development, and security management. Since March 2016, Mr. Wyman has served in a succession of senior leadership roles at Model 1 Commercial Vehicles, where he currently serves as Regional Vice President, Northwest (since February 2024) and as Vice President, Public Sector Sales (since March 2023), and where he has previously served as Regional Vice President - West and as General Manager for the North and South West regions. Prior to joining Model 1 Commercial Vehicles, Mr. Wyman held senior regional management positions, including Vice President and Regional Manager for the Pacific Northwest and Rocky Mountain regions of Guardsmark, a national security services firm, and Program Manager at Applied Technical Services. Mr. Wyman holds a Master of Business Administration from New Mexico Highlands University and a Bachelor of Arts in Criminal Justice from Washington State University. Mr. Wyman does not currently serve, and during the past five years has not served, as a director of any other company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, or subject to the requirements of Section 15(d) of such Act, or of any company registered as an investment company under the Investment Company Act of 1940. The Board believes that Mr. Wyman's extensive operational leadership, regional management, and business development experience qualify him to serve as a director of the Company.

Appointment of Serge Knazev as Director.

On June 16, 2026, in connection with the foregoing reconstitution of the Board, the Board appointed Serge Knazev as a member of the Board, effective June 16, 2026. Mr. Knazev was previously appointed to the position of the Company's President and Chief Operating Officer, effective January 1, 2026, and as the Company's acting principal executive officer, effective May 1, 2026, in each case as previously reported by the Company in its Form 8-K reports and current filings. Mr. Knazev continues to serve as the Company's President, Chief Operating Officer and acting principal executive officer. Mr. Knazev will serve as a director until the next annual meeting of stockholders of the Company and until his successor is duly elected and qualified, or until his earlier death, resignation or removal.

Biographical information regarding Mr. Knazev, including his business experience and the related-party relationships and transactions in which he has a direct or indirect material interest (including his relationship with American Industrial Group, Inc.), is set forth in the Company's prior Current Reports on Form 8-K and current filings, and is incorporated herein by reference. Those relationships, and the related recusal and approval procedures described therein, remain in effect.