SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Knazev Sergei

(Last)

(First)

(Middle)

C/O CHRIS DIETERICH, ESQ.

815 MORAGA DRIVE, SUITE 207

(Street)

LOS ANGELES,

CALIFORNIA

90049

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SENTIENT BRANDS HOLDINGS INC. [ SNBH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, PEO, Director

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	03/08/2026⁽¹⁾		A		100,000	A	$0.1⁽²⁾	158,456⁽³⁾	D⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The shares were granted pursuant to a written consent of the Board of Directors executed March 8, 2026 and dated as of February 10, 2026, approving the issuance and award of the shares to the Reporting Person under the Issuer's 2026 Employee Stock Benefit Plan. The shares were subsequently issued in book-entry form by the Issuer's transfer agent, Empire Stock Transfer, on September 2, 2026.

2. The shares were issued as compensation for services rendered in 2025 pursuant to a Service Agreement between the Issuer and the Reporting Person dated September 30, 2025, at a deemed value of $0.10 per share, or $10,000 in the aggregate. No cash consideration was paid by the Reporting Person. The shares were registered on the Issuer's Registration Statement on Form S-8 filed February 2, 2026. The grant was approved by the Board of Directors and is intended to be exempt under Rule 16b-3(d).

3. Reflects beneficial ownership following the reported transaction as of March 8, 2026, consisting of the 58,456 shares reported on the Reporting Person's Form 3 filed May 22, 2026 and the 100,000 shares reported herein. The Reporting Person subsequently acquired 5,000 shares on August 14, 2026 and 25,000 shares on August 17, 2026 in open-market purchases reported on the Form 4 filed August 18, 2026; the totals reported on that Form 4 inadvertently omitted the 100,000 shares reported herein. The Reporting Person's beneficial ownership as of the date of this filing is 188,456 shares.

4. Of the shares reported, 88,456 shares are held in a brokerage account in the name of the Reporting Person and the 100,000 shares reported herein are held of record in book-entry form at the Issuer's transfer agent.

	/s/ Sergei Knazev	09/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)