SEC FORM 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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,

90049

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/20/2026

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and COO

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value	58,456	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

Remarks:

This Form 3 reports the reporting person's initial beneficial ownership upon his appointment as President and Chief Operating Officer of the Issuer pursuant to the Board Resolution of Sentient Brands Holdings, Inc. adopted February 20, 2026 (the "BOD Resolution"). Although the BOD Resolution recites a contractual effective date of January 1, 2026 for compensation and service purposes, the date of event requiring statement under Section 16(a) is reported as February 20, 2026--the date the Board adopted the resolution. Effective May 1, 2026, the reporting person was additionally designated the Issuer's acting "principal executive officer" for purposes of Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, pursuant to the Action by Unanimous Written Consent of the Board dated May 1, 2026.

The 58,456 shares of Common Stock reported in Table I are held directly in a brokerage account in the reporting person's name. All such shares were acquired in open-market purchases between May 29, 2025 and February 5, 2026, prior to the reporting person becoming a Section 16(a) reporting person on February 20, 2026. Accordingly, no transactions are reportable on Form 4 or Form 5 with this initial statement.

Possible indirect beneficial ownership of derivative securities through GA3 Consortium, LLC (which holds two SNBH convertible notes with aggregate principal of approximately $715,000 acquired from Leonite Capital) is under review. The reporting person serves as Managing Partner of American Industrial Group, Inc., the investor and non-managing Limited Member of GA3. If, after consultation with counsel, he is determined to beneficially own such derivative securities for Section 16 purposes, Table II will be completed in an amended Form 3 and the underlying conversion/warrant terms disclosed.

	/s/ Sergei Knazev	05/22/2026
	** 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).
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