Jennings cuts Panamera (PHCI) stake to 23.9% with 4.1M-share gift

Rhea-AI Filing Summary

T. Benjamin Jennings filed Amendment No. 1 to Schedule 13D to report a personal gift of 4,100,000 shares of Panamera Holdings Corp common stock on March 12, 2026. The transfer was made for personal, estate, and family planning purposes and involved no consideration.

After the gift, Jennings beneficially owns 19,120,000 shares, representing about 23.9% of Panamera’s 79,886,074 outstanding common shares, down from 23,220,000 shares, or 29.1%, before the transfer. He retains sole voting and dispositive power over his remaining shares, and states the transaction is not intended to change or influence control of the company.

Key Figures

Shares gifted: 4,100,000 shares Post-gift beneficial ownership: 19,120,000 shares Post-gift ownership percentage: 23.9% +3 more

6 metrics

Shares gifted 4,100,000 shares Personal gift on March 12, 2026

Post-gift beneficial ownership 19,120,000 shares Jennings’ beneficial holdings after gift

Post-gift ownership percentage 23.9% Share of Panamera common stock after gift

Shares outstanding 79,886,074 shares Panamera common stock outstanding used for ownership calculation

Pre-gift beneficial ownership 23,220,000 shares Jennings’ holdings before the 4.1M-share gift

Pre-gift ownership percentage 29.1% Jennings’ ownership before the reported gift

Key Terms

beneficially owns, Schedule 13D, Voting Rights Agreement, dispositive power, +1 more

5 terms

beneficially owns financial

"As of March 12, 2026, the Reporting Person beneficially owns 19,120,000 shares"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

Schedule 13D regulatory

"filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Voting Rights Agreement financial

"Pursuant to a Voting Rights Agreement dated December 20, 2021"

dispositive power financial

"The Recipient retains dispositive power over the transferred shares"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

sole voting power financial

"The Reporting Person has sole voting power and sole dispositive power"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Panamera Holdings Corp

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

69829Y109

(CUSIP Number)

T. Benjamin Jennings
2000 West Loop South, Suite 1820
Houston, TX, 77027
(713) 898-7200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/12/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 69829Y109

1

Name of reporting person

T. Benjamin Jennings

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 19,120,000.00
8	Shared Voting Power 6,100,000.00
9	Sole Dispositive Power 19,120,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

19,120,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.01 par value
(b)	Name of Issuer: Panamera Holdings Corp
(c)	Address of Issuer's Principal Executive Offices: 2000 West Loop South, Suite 1820, Houston, Houston, TEXAS , 77027.
Item 1 Comment: This Schedule 13D/A relates to the Common Stock of Panamera Holdings Corporation, a Nevada corporation (the "Issuer"), with its principal offices located at 2000 West Loop South, Suite 1820, Houston, Texas 77027. The CUSIP number for the Common Stock is 69829Y 109.
Item 2.	Identity and Background
(a)	This Schedule 13D/A is filed by T. Benjamin Jennings (the "Reporting Person").
(b)	The business address of the Reporting Person is 2000 West Loop South, Suite 1820, Houston, Texas 77027.
(c)	The Reporting Person serves as Chairman and Chief Executive Officer of Panamera Holdings Corporation.
(d)	During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order relating to federal or state securities laws.
(e)	During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(f)	The Reporting Person is a citizen of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	Not applicable. The transfer described herein was a personal gift from the Reporting Person and no consideration was paid or received in connection with such transfer.
Item 4.	Purpose of Transaction
	This Amendment No. 1 is filed to report the disposition of 4,100,000 shares of Common Stock of the Issuer by the Reporting Person. On March 12, 2026, the Reporting Person transferred 4,100,000 shares of Common Stock as a personal gift. The transfer was made for personal, estate, and family planning purposes and was not made for the purpose of, and is not expected to have the effect of, changing or influencing the control of the Issuer. Pursuant to a Voting Rights Agreement dated December 20, 2021, Recipient has relinquished all voting rights associated with such shares in accordance with the agreement, but retains dispositive power over such shares. The Reporting Person has no present plans or proposals that relate to or would result in any of the actions enumerated in Items (a) through (j) of the instructions to Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	As of March 12, 2026, the Reporting Person beneficially owns 19,120,000 shares of Common Stock of Panamera Holdings Corporation, representing approximately 23.9% of the total outstanding shares of Common Stock, based on 79,886,074 shares outstanding.
(b)	The Reporting Person has sole voting power and sole dispositive power with respect to all 19,120,000 shares of Common Stock beneficially owned by him.
(c)	On March 12, 2026, the Reporting Person transferred 4,100,000 shares of Common Stock as a personal gift. Prior to this transfer, the Reporting Person beneficially owned 23,220,000 shares of Common Stock, representing approximately 29.1% of the total outstanding shares. Following such transfer, the Reporting Person no longer holds or exercises beneficial ownership over the transferred shares. During the past sixty days, no transactions in the Common Stock of the Issuer were effected by the Reporting Person other than the transfer described herein.
(d)	The Recipient retains dispositive power over the transferred shares.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On March 12, 2026, the Reporting Person transferred 4,100,000 shares of Common Stock as a personal gift. The transferred shares are subject to that certain Voting Rights Agreement dated December 20, 2021, pursuant to which the voting rights associated with such shares are governed.
Item 7.	Material to be Filed as Exhibits.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

T. Benjamin Jennings

Signature:	/s/ T. Benjamin Jennings
Name/Title:	T. Benjamin Jennings
Date:	04/17/2026

FAQ

What change in ownership did PHCI insider T. Benjamin Jennings report?

T. Benjamin Jennings reported gifting 4,100,000 Panamera Holdings Corp shares. His beneficial ownership decreased from 23,220,000 shares (about 29.1%) to 19,120,000 shares (about 23.9%) of the company’s 79,886,074 outstanding common shares as of March 12, 2026.

How much of Panamera Holdings (PHCI) does Jennings now beneficially own?

After the reported gift, Jennings beneficially owns 19,120,000 Panamera Holdings common shares. This represents approximately 23.9% of the company’s 79,886,074 outstanding shares, giving him a substantial continuing stake and sole voting and dispositive power over these shares.

Was the 4.1 million PHCI share transfer by Jennings a sale?

No, the 4,100,000-share transfer was described as a personal gift. The filing states no consideration was paid or received; the transfer was for personal, estate, and family planning purposes rather than a market sale of Panamera Holdings shares.

Does Jennings’ PHCI share gift affect control of Panamera Holdings?

The filing states the gift is not intended to change or influence control. Jennings still beneficially owns 19,120,000 shares with sole voting and dispositive power, and the transferred shares are subject to a Voting Rights Agreement governing their voting rights.

What is the Voting Rights Agreement mentioned in the PHCI filing?

The Voting Rights Agreement dated December 20, 2021 governs voting rights on the transferred shares. Under it, the recipient relinquished all voting rights associated with the 4,100,000 gifted shares, although the recipient retains dispositive power over those Panamera Holdings shares.

Were there other recent PHCI share transactions by Jennings?

The filing states that, during the sixty days before March 12, 2026, Jennings had no transactions in Panamera Holdings common stock other than the 4,100,000-share personal gift reported in this Amendment No. 1 to Schedule 13D.