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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 9, 2026
PINEAPPLE
FINANCIAL INC.
(Exact
name of registrant as specified in charter)
| Canada |
|
001-41738 |
|
00-0000000Not
applicable |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
Unit
200, 111 Gordon Baker Road
North
York, Ontario M2H 3R1
(Address
of principal executive offices) (Zip Code)
(416)
669-2046
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Shares, no par value |
|
PAPL |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Chief
Financial Officer Transition
On
October 9, 2026, the Board of Directors (the “Board”) of Pineapple Financial Inc. (the “Company”) approved
a transition of the Company’s finance leadership. Effective October 15, 2026, Usman Maher was appointed Chief Financial Officer
and Chief Strategy Officer of the Company.
Syed
Sarfraz Habib, who has served as the Company’s Chief Financial Officer, was appointed Chief Accounting Officer and Controller of
the Company. Mr. Habib’s transition is not the result of any disagreement with the Company on any matter relating to the Company’s
operations, policies or practices.
The
appointment reflects the Company’s focus on strengthening its finance and strategy functions as it scales the Pentiv platform,
including institutional-grade financial planning and analysis, capital-markets execution, and the reporting infrastructure to support
the Company’s commercial milestones.
Mr.
Maher, age 40, brings nearly two decades of experience across hedge fund investing, private equity, special situations credit, and high-growth
financial technology. From 2022 to 2026, he served as Senior Director, Strategic Finance at SoFi Technologies, Inc., where he built the
finance function for SoFi’s member platform. From 2020 to 2021, he served as a consultant on transactions and diligence matters
for investment management firms. From 2016 to 2020, he served in roles of increasing seniority, most recently Vice President, at Lone
Star Funds, focused on private equity and special situations investments. Mr. Maher has been a CFA charterholder since 2011 and holds
an M.B.A. from the University of Chicago Booth School of Business.
Employment
Agreement
In
connection with Mr. Maher’s appointment, the Company and Mr. Maher entered into an Executive Employment Agreement, dated as of
October 9, 2026 (the “Employment Agreement”), under which Mr. Maher will receive an annual base salary of $250,000, accruing
from October 1, 2026. Mr. Maher will participate in the Company’s Management Incentive Plan, with a target annual bonus of 100%
of base salary and a payout range of 50% of base salary at threshold to 150% at maximum. Mr. Maher will also be granted equity awards
subject to Board and Compensation Committee approval and to the terms of the Company’s 2022 Omnibus Equity Incentive Plan and 2021
Stock Option Plan. The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety
by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report and incorporated herein
by reference.
Principal
Financial Officer and Principal Accounting Officer Designations
Mr.
Habib shall continue to serve as the Company’s “principal financial officer” and “principal accounting officer”
for all purposes of the U.S. Securities Exchange Act of 1934 and the rules thereunder through the filing of the Company’s Annual
Report on Form 10-K for the fiscal year ended August 31, 2026 (the “Form 10-K”) and the certifications and other filings
related thereto. Upon the filing of the Form 10-K, Mr. Maher shall, without further action of the Board, assume the designation of “Principal
Financial Officer”, and Mr. Habib shall continue as “Principal Accounting Officer” of the Company.
Item
7.01 Regulation FD Disclosure.
On
October 15, 2026, the Company issued a press release announcing the matters described in this Current Report and made available an investor
presentation. Copies of the press release and the investor presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively,
to this Current Report. The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities
of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except
as expressly set forth by specific reference in such filing.
Item
8.01 Other Events
Formation
of Special Committee
On
October 9, 2026, the Board of the Company formed a special committee of the Board (the “Special Committee”) to oversee management’s
evaluation of a proposed multi-phase strategic repositioning of the Company under the “Pentiv” brand and related transactions
(together, the “Proposed Transactions”). The repositioning encompasses a proposed corporate renaming, the delineation of
the Company’s technology platform and digital-asset treasury operations from its mortgage brokerage operations, and continued investment
in the development and commercialization of the Pentiv platform, including deployment of its AI-enabled workflows within the Company’s
brokerage network, potential licensing of the platform to third-party brokerages, and potential longer-term data-product offerings. The
Proposed Transactions also contemplate a potential subsequent spin-off of the Company’s mortgage brokerage business. The related
ticker symbol change is described separately below.
The
Proposed Transactions are described in a non-binding term sheet dated September 16, 2026. The Special Committee was formed because of
the related-party nature of certain elements of the Proposed Transactions. Management’s proposal is intended to accelerate the Company’s
strategy of developing and commercializing technology through its operating mortgage brokerage. The proposed structure could position
Pentiv to serve a broader market while retaining the brokerage as an anchor customer and a source of operating data and product feedback.
The brokerage, in turn, could benefit from dedicated ownership and continued access to the platform under contemplated long-term commercial
and technology agreements. The proposal’s objective is to strengthen both businesses and enhance long-term shareholder value. The
Proposed Transactions remain subject to the Special Committee’s review, negotiation and execution of definitive agreements, and
applicable approvals. The term sheet does not predetermine the outcome of that review, and there can be no assurance that any transaction
will be pursued or completed, or as to its terms, timing or anticipated benefits.
The
Special Committee consists solely of independent directors: Anthony Georgiades (Chair), Drew Green, Paul Baron and Tasis Giannoukakis.
The Board has authorized the Special Committee to, among other things, evaluate, review, direct, supervise and, where it determines appropriate,
conduct negotiations regarding the Proposed Transactions or any potential alternative transaction. The Special Committee may also retain
independent legal, financial and other advisors at the Company’s expense, and commission any valuation or fairness opinion it considers
appropriate.
Ticker
Symbol Change
On
October 15, 2026, the Company announced that as part of its rebranding initiatives, its stock ticker symbol on the New York Stock Exchange
(the “NYSE”) will change from “PAPL” to “PTIV”. Trading under the new stock ticker symbol is
anticipated to begin on or about October 26, 2026. The Company’s common shares will continue to be listed on the NYSE, and the
Company’s CUSIP will remain unchanged. The renaming of the Company to “Pentiv Inc.” remains subject to shareholder
approval at a future meeting of shareholders; unless and until such approval is obtained and the renaming becomes effective, the Company’s
filings with the Securities and Exchange Commission will continue to be made under the name Pineapple Financial Inc.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements, including statements regarding the anticipated timing of the ticker symbol
change, the proposed corporate renaming, and the evaluation of the Proposed Transactions. These statements are subject to risks and uncertainties,
including those described in the Company’s filings with the Securities and Exchange Commission, and actual results may differ materially.
The Company undertakes no obligation to update forward-looking statements except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| 10.1 |
Executive Employment Agreement, dated as of October 9, 2026, between the Company and Usman Maher |
| 99.1 |
Press release, dated October 15, 2026 |
| 99.2 |
Investor presentation, dated October 2026 |
| 104 |
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
Date:
October 15, 2026
| PINEAPPLE
FINANCIAL INC. |
|
| |
|
| By: |
/s/
Shubha Dasgupta |
|
| |
Shubha
Dasgupta |
|
| |
Chief
Executive Officer |
|
Exhibit
99.1
Pentiv
Launches Intelligence Platform for Mortgage Agents and Brokerages
Pineapple
Financial evolves into Pentiv, combining its established mortgage operating platform with a new asset-light intelligence model; Usman
Maher appointed Chief Financial Officer and Chief Strategy Officer
Toronto,
Ontario—October 15, 2026—Pentiv (NYSE American: PAPL), the new operating brand of Pineapple Financial Inc., today
announced the launch of its intelligence platform for mortgage agents and brokerages, marking the next phase of the company’s evolution.
The platform builds on technology, permissioned data, and workflows developed within Pineapple Financial’s operating network and
is designed for broader commercialization across independent brokerages and mortgage networks. The company also announced the appointment
of Usman Maher as Chief Financial Officer and Chief Strategy Officer. The company’s common shares will continue to trade under
the ticker “PAPL” until the ticker change to “PTIV” becomes effective on NYSE American, which is anticipated
to occur on or about October 26, 2026. The corporate renaming to “Pentiv Inc.” remains subject to shareholder approval at
the company’s upcoming meeting of shareholders.
Pentiv
launches with an asset-light operating model and a growing base of recurring platform revenue. Rather than replace the origination systems
brokerages already use, Pentiv is designed to sit above existing infrastructure, unify data and workflows, and apply intelligence to
the operating functions that drive brokerage growth. That architecture gives the company a path to scale software and intelligence products
beyond the economics of a single brokerage network.
Pentiv’s
core operating strategy centers on the commercialization and expansion of its mortgage-intelligence platform. Pineapple Financial serves
as the operating foundation, customer zero, and proof environment where products can be developed, tested, and measured in real brokerage
workflows before broader deployment. The company’s digital asset treasury and broader treasury strategy provide supporting balance-sheet
and capital infrastructure for its longer-term thesis that AI and on-chain finance will increasingly converge, giving Pentiv a vested
role in the blockchain network that supports that future.
Mortgage
technology has historically focused on automating the loan file, from origination and underwriting to document processing and funding.
Pentiv focuses on a different layer: the brokerage itself. Its platform combines brokerage data and workflows in a unified system of
record, beginning with applications for recruiting and alternative-mortgage renewals. Pentiv’s roadmap extends that intelligence
across onboarding, retention, borrower engagement, and other functions throughout the brokerage lifecycle.
Usman
Maher has joined Pentiv as CFO and Chief Strategy Officer. Maher brings more than a decade of experience across private equity, special
situations credit, and high-growth fintech. Before joining Pentiv, he served as Senior Director of Strategic Finance at SoFi, where he
built the finance function for the company’s member platform and helped scale it into a meaningful contributor to P&L. At Pentiv,
Maher will lead financial operations and strategic direction, including platform strategy, capital allocation, reporting, governance,
and execution against the company’s commercial milestones.
“At
a time when many AI solutions in mortgage appear designed to automate brokerage professionals out of the process, we believe human judgment,
trust, and relationships remain essential,” said Usman Maher, Chief Financial Officer and Chief Strategy Officer of Pentiv. “Pentiv
is launching a solution that helps brokerages harness AI to compete with large technology platforms while strengthening the professionals
at the center of the mortgage process. We will prove the economics inside Pineapple, extend the platform to external brokerages, and
scale adoption to build a durable intelligence company and long-term shareholder value.”
Pineapple
Financial provides Pentiv with integrated systems, mortgage data, active brokerage workflows, and direct feedback from mortgage professionals
using its tools in their day-to-day work. Pentiv’s initial applications, a Recruitment Agent and an Alternative Mortgage Renewal
Agent, already operate within Pineapple+, Pineapple Financial’s integrated application environment. The Recruitment Agent is designed
to help brokerage leaders identify promising mortgage professionals, prioritize outreach, and manage recruiting workflows. The Alternative
Mortgage Renewal Agent is designed to surface at-risk or upcoming alternative-mortgage renewals, suggest outreach, manage documentation,
and help mortgage professionals retain more customers and mortgage balances.
“We
have spent years building technology around how mortgage professionals actually operate, where friction exists, how brokerages recruit
and retain talent, and how agents stay close to borrowers,” said Shubha Dasgupta, CEO of Pentiv and Pineapple Financial. “Pentiv
gives us the opportunity to take what we have built and learned inside Pineapple and extend it to the broader industry. Pineapple will
remain the environment where we can test, validate, and improve the platform in real workflows, while Pentiv gives us the vehicle to
scale that intelligence far beyond our own network. That is what makes this next phase so exciting.”
The
opportunity extends materially beyond Pineapple. Mortgage distribution in Canada operates through a large and fragmented network of independent
brokerages and mortgage professionals that often rely on multiple disconnected systems, while broker penetration among recent homebuyers
continues to grow. Mortgage Professionals Canada’s 2026 consumer research found that 38% of recent homebuyers obtained their
mortgage through a broker, up six percentage points from 2024. Among recent first-time buyers, the share reached 48%, an increase of
10 percentage points. In Ontario alone, licensed mortgage brokerages originated more than 270,000 mortgages representing over
C$158 billion in volume in 2024, across a channel that includes more than 1,100 independent brokerages. Together, these figures underscore
the scale and growing relevance of the broker channel.
Over
the coming quarters, Pentiv intends to report against defined commercial and operating proof points, including adoption and measurable
outcomes from its recruiting and renewal applications inside Pineapple, additional product deployments, external brokerage pilots and
customer agreements, and growth in recurring platform revenue. These milestones are intended to give investors and customers a clear
view of the company’s progress from internal proof to third-party commercialization. Pentiv expects to provide additional detail
regarding its platform strategy, operating KPIs, and capital allocation framework through future earnings updates and investor communications.
For
more information, visit PentivHQ.com.
About
Pentiv
Pentiv,
the operating brand of Pineapple Financial Inc., is the intelligence platform for the mortgage brokerage industry. It unifies the data,
workflows, and applied intelligence behind recruiting, onboarding, retention, borrower engagement, and renewals. Operating from a unified
system of record, its solutions reduce administrative work, surface actionable opportunities, and help brokerages scale efficiently while
enabling agents to serve more clients, close more business, and grow their books. Pentiv is the operating brand of Pineapple Financial
Inc.; the company’s securities filings continue to be made under the legal name Pineapple Financial Inc. pending shareholder approval
of the corporate renaming. For more information, visit PentivHQ.com.
Media
Contact
Avenue
Z
pentiv@avenuez.com
Safe
Harbor Forward-Looking Statements
Certain
statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and
uncertainties. They are based on the Company’s current expectations and projections about future events that the Company believes
may affect its financial condition, results of operations, business strategy and economic needs. These statements are generally identified
by words such as “may,” “will,” “could,” “should,” “would,” “intends,”
“expects,” “plans,” “anticipates,” “believes,” “estimates,” “seeks,”
“designed,” “roadmap,” “potential,” “opportunity,” and similar expressions, although
not all forward-looking statements contain these words. Forward-looking statements are not guarantees of future performance and are based
on current expectations and assumptions that are subject to risks and uncertainties. Actual results and events could differ materially
from those expressed or implied by these statements and other risks and uncertainties described in the Company’s filings with the
Securities and Exchange Commission and other applicable securities regulators. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this press release. Pentiv undertakes no obligation to update or revise
any forward-looking statements, except as required by law.