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.

Effective April 30, 2026, T. Benjamin Jennings will no longer serve as Chief Executive Officer of Panamera Holdings Corporation (collectively, the "Company"). Mr. Jennings will continue to serve as Non-Executive Chairman of the Board of the Company. This change will be essential as Panamera moves forward implementing the strategic combination with Rain Cage Carbon, Inc.

In addition effective April 30, 2026, Cristopher Proler will no longer serve as President and Board Member of Panamera Holdings. The company is appreciative of the time Mr. Proler served in these capacities.

For the time being The Board of Directors will cover these positions while searching for candidates who have the expertise to provide and execute a new vision for Panamera Holdings.