Hestia Insight (HSTA) transfers 100% subsidiary to CEO Edward Lee in settlement

Rhea-AI Filing Summary

Hestia Insight Inc. (HSTA) informs shareholders that on April 25, 2026 the Board executed a Strategic Divestiture & Settlement Agreement transferring its 100% wholly owned subsidiary Hestia Investments Inc. to Director Edward Lee in lieu of cash or equity. The Board states Mr. Lee had not taken a salary in six years, quantified as $500,000, and the Company agreed to extinguish debts “in full Accord and Satisfaction.”

The resolution was approved by holders representing 67% of outstanding common shares and applies to holders of record on April 25, 2026. Mr. Lee will remit 20% of any annual earnings the divested subsidiary produces for the next two calendar years. The resolutions become effective no earlier than twenty days after the mailing date.

Insights

Corporate Governance Analyst

Board-approved transfer of a wholly owned subsidiary to a director, approved by 67% of shares.

The document records a Board and shareholder-approved transfer of Hestia Investments Inc. to Director Edward Lee as settlement for unpaid compensation valued at $500,000. The company also states it will extinguish issuer debts “in full Accord and Satisfaction.”

The arrangement includes a contingent cash flow clause: Mr. Lee will remit 20% of any annual earnings from the subsidiary for two calendar years. Timing: the resolutions are effective not earlier than twenty days after mailing.

Financial Analyst

Transaction removes a subsidiary and related assets from the company, replacing them with contingent revenue sharing.

The company conveys full ownership of the subsidiary to a director rather than receiving immediate cash or equity; the only stated incoming cash interest is 20% of subsidiary earnings for two years. The filing does not disclose the subsidiary's current revenues, profits, or valuation.

Without subsidiary financials or proceeds detail, the practical effect on consolidated revenue, assets, and liabilities cannot be quantified from the excerpt; subsequent filings or the referenced 8-K may provide the necessary metrics.

Key Figures

Record Date: April 25, 2026 Shares outstanding: 27,939,260 shares Authorized common stock: 290,000,000 shares +3 more

6 metrics

Record Date April 25, 2026 Date used to determine shareholders receiving this Information Statement

Shares outstanding 27,939,260 shares Outstanding common stock as of the Record Date

Authorized common stock 290,000,000 shares Company authorized capitalization

Compensation equivalent $500,000 Value attributed to six years of unpaid salary for Edward Lee

Shareholder approval 67% Percentage of common shares approving the transaction

Contingent remittance 20% of annual earnings Portion of subsidiary earnings to be remitted to the company for two calendar years

Key Terms

Strategic Divestiture & Settlement Agreement, Record Date, Accord and Satisfaction, Information Statement

4 terms

Strategic Divestiture & Settlement Agreement legal

"the Board of Directors executed a Strategic Divestiture & Settlement Agreement"

Record Date market

"applies to all stockholders of record on April 25th, 2026, the “Record Date”"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Accord and Satisfaction legal

"eradicating any and all debts owed by the Issuer in full Accord and Satisfaction"

Information Statement regulatory

"This Information Statement is furnished to holders of shares of common stock"

An information statement is a formal document companies distribute to investors and the public to explain important facts about a corporate action, transaction, or situation — for example changes in management, business plans, or financial events. It’s like a clear, written notice that lays out what happened and why it matters, helping investors judge risk and make decisions without being asked to vote. Reliable, timely information can affect share prices and investor trust.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C

INFORMATION STATEMENT PURSUANT TO SECTION 14(c)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. ___)

Filed by the Registrant   x                             Filed by a Party other than the Registrant   o

Check the appropriate box:

x	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to § 240.14a-12

HESTIA INSIGHT INC.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box)

x	No fee required.
o	Fee Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials:
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount previously paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

Hestia Insight Inc.

732 S. 6^th Street, Suite 4762

Las Vegas, NV 89101

INFORMATION STATEMENT

Dear Stockholder:

This Information Statement is furnished to holders of shares of common stock, $.001 par value (the “Common Stock”), of Hestia Insight Inc. (The “Company”). We are sending you this Information Statement to inform you that on April 25^th, 2026, the Board of Directors of the Company executed a Strategic Divestiture & Settlement Agreement with the Director Mr. Edward Lee. The Agreement notes that Mr. Lee has never taken a salary in six years of service, which was equated to $500,000. In lieu of cash or equity, the Company agreed to divest itself of its 100% wholly owned subsidiary Hestia Investments Inc. along with any and all assets which inure to it and grant it to Mr. Lee, eradicating any and all debts owed by the Issuer in full Accord and Satisfaction. Mr. Lee, for his part, shall remit to the company 20% of any annual earnings the subsidiary is able to produce for the next two calendar years. This matter was approved by the Board, and by the shareholders representing 67% of our common shares. For more details, please see the Agreements Attached to our 8K of this date, incorporated herein by reference.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY

The enclosed Information Statement is being furnished to you to inform you that the foregoing action has been approved by the holders of a majority of the outstanding shares of our Common Stock. The resolutions will not become effective before the date which is twenty days after today. You are urged to read this Information Statement in its entirety for a description of the action taken by the Board of Directors and a majority of the stockholders of the Company. This Information statement is made available to you as of this date and applies to all stockholders of record on April 25^th, 2026, the “Record Date”.

By Order of the board of Directors

April 30^th, 2026

OUTSTANDING SHARES AND VOTING RIGHTS

As of the Record Date, the Company authorized capitalization consisted of 290,000,000 shares of common stock, par value $.001 (the “Common Stock”), of which 27,939,260 shares of Common Stock were issued and outstanding.  Holders of Common Stock have no preemptive rights to acquire or subscribe to any of the additional shares of Common Stock. Each share of Common Stock entitles its holder to one vote on each matter submitted to the stockholders.

Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the proposal will not be adopted until a date at least twenty days after the date on which the Information Statement has been mailed to the stockholders.  The Company will ask brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of the common stock of the Company held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.

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OTHER MATTERS

There is no other business to be transacted by written consent in lieu of a special meeting to which this Information Statement pertains.

ADDITIONAL INFORMATION

The Company is subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Such reports, proxy statements and other information can be inspected and copied at the public reference facility maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. The Company’s filings are also available to the public on the SEC’s website (http://www.sec.gov). Copies of such materials may also be obtained by mail from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.

The Company’s Contact Information:

All inquiries regarding the Company should be addressed to our principal executive offices:

Hestia Insight Inc.

732 S. 6^th Street, Suite 4762

Las Vegas, NV 89101

(516)212-0727

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HESTIA INSIGHT INC.
Date: April 30th, 2026	By:	/s/ Edward Lee
		Edward Lee
		Chief Executive Officer

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FAQ

What did Hestia Insight (HSTA) approve regarding its subsidiary?

Hestia approved transferring 100% ownership of Hestia Investments Inc. to Director Edward Lee. The Board executed a Strategic Divestiture & Settlement Agreement on April 25, 2026, and shareholders representing 67% approved the action.

Why was the subsidiary transferred to Director Edward Lee?

The transfer was part of a settlement for unpaid compensation valued at $500,000. The company says Mr. Lee had not taken salary in six years and the transfer substitutes for cash or equity payment.

Will Hestia Insight receive any future payments after the divestiture?

Yes. Edward Lee will remit 20% of any annual earnings the subsidiary generates for the next two calendar years. The filing does not disclose projected earnings or a guaranteed minimum payment.

When does the divestiture become effective for Hestia Insight shareholders?

The resolutions become effective not earlier than twenty days after mailing of the Information Statement. The record date for shareholders eligible for notice was April 25, 2026.

How many Hestia Insight shares were outstanding as of the record date?

There were 27,939,260 shares of common stock issued and outstanding as of the record date. The company also reports authorized common shares totaling 290,000,000.