How are the leadership changes at Panamera Holdings (PHCI) related to Rain Cage Carbon, Inc.?

The company linked the CEO transition to its strategic combination with Rain Cage Carbon, Inc. It described the leadership change as essential as Panamera moves forward implementing this combination, suggesting management reorganization aligned with the planned strategic transaction.

Panamera Holdings (PHCI) replaces CEO and President during Rain Cage Carbon deal

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Panamera Holdings Corporation has made significant leadership changes as it works on a strategic combination with Rain Cage Carbon, Inc. Effective April 30, 2026, T. Benjamin Jennings stepped down as Chief Executive Officer but will remain Non-Executive Chairman of the Board.

Also effective April 30, 2026, Cristopher Proler ceased serving as President and as a Board member. The Board of Directors will collectively cover these roles while it searches for new leaders with the expertise to provide and execute a new vision for Panamera Holdings.

Positive

None.

Negative

Loss of key executives: Both the Chief Executive Officer and the President/Board member roles changed effective April 30, 2026, leaving the Board to cover these positions on an interim basis while replacements are sought.

Insights

Panamera is reshaping top leadership during a strategic combination.

The company is transitioning both its CEO and President roles as of April 30, 2026. T. Benjamin Jennings remains involved as Non-Executive Chairman, which preserves continuity at the board level while separating board leadership from day-to-day management.

The departure of President and director Cristopher Proler, combined with the Board temporarily covering both CEO and President duties, suggests an interim governance structure while Panamera pursues its strategic combination with Rain Cage Carbon, Inc. Subsequent company communications may clarify the long-term leadership team and how it aligns with the combined strategy.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

CEO transition effective date: April 30, 2026 Chairman role: Non-Executive Chairman President departure date: April 30, 2026 +1 more

4 metrics

CEO transition effective date April 30, 2026 T. Benjamin Jennings ceased serving as Chief Executive Officer

Chairman role Non-Executive Chairman Role held by T. Benjamin Jennings after CEO change

President departure date April 30, 2026 Cristopher Proler ceased serving as President and Board member

Filing signatory role Chief Financial Officer and Director Douglas Baker signed on behalf of Panamera Holdings

Key Terms

Non-Executive Chairman, Emerging growth company, Item 5.02, strategic combination, +1 more

5 terms

Non-Executive Chairman financial

"Mr. Jennings will continue to serve as Non-Executive Chairman of the Board of the Company."

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Item 5.02 regulatory

"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers."

strategic combination financial

"This change will be essential as Panamera moves forward implementing the strategic combination with Rain Cage Carbon, Inc."

Board of Directors financial

"For the time being The Board of Directors will cover these positions while searching for candidates"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

Understanding 8-K Material Events →

05/12/2026 - 02:49 PM

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) May 12, 2026

PANAMERA HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

000-55569

46-5707326

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2000 West Loop South, Suite 1820 Houston, Texas		77056
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (713) 878-7200

N/A

(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:

☐	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))

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 company ☒

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.

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.

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.

PANAMERA HOLDINGS CORPORATION

/s/ Douglas Baker
Douglas Baker
Chief Financial Officer, and Director

Date: May 12, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What leadership changes did Panamera Holdings (PHCI) announce in this 8-K?

Panamera Holdings reported that its CEO and President left their roles effective April 30, 2026. T. Benjamin Jennings stepped down as Chief Executive Officer and Cristopher Proler ceased serving as President and Board member, prompting the Board to assume their responsibilities on an interim basis.

Does T. Benjamin Jennings remain involved with Panamera Holdings (PHCI)?

T. Benjamin Jennings remains Non-Executive Chairman of the Board at Panamera Holdings. Although he no longer serves as Chief Executive Officer, his continued board role maintains leadership continuity as the company advances its strategic combination with Rain Cage Carbon, Inc.

What happened to Cristopher Proler’s role at Panamera Holdings (PHCI)?

Effective April 30, 2026, Cristopher Proler stopped serving as President and as a Board member. The company expressed appreciation for his service and indicated that the Board will cover his responsibilities during the search for new executive leadership.

Who is leading Panamera Holdings (PHCI) after the CEO and President changes?

The Board of Directors is collectively covering the CEO and President functions for now. Panamera stated that this is a temporary arrangement while it searches for candidates with the expertise to provide and execute a new vision for the company.

Filing Exhibits & Attachments

5 documents