Premier Air Charter Holdings Inc. (PREM): Chair Kyle McCollum appointed

Events in this filing

Item 5.02 as filed

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On October 6, 2026, Vincent Monteparte notified
the Company of his resignation as Chairman of the Board of Directors of the Company (the “Board”), effective immediately.
Mr. Monteparte also resigned as a member of the Board, and from all other positions he held with the Company and its subsidiaries, effective
as of the same date. In connection with his resignation, Mr. Monteparte ceased to be an employee of the Company and his salary was discontinued,
effective October 6, 2026. Mr. Monteparte is not entitled to any severance or other payments in connection with his resignation.
Mr. Monteparte’s resignation was not the
result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
(d) On October 8, 2026, the Board appointed Kyle
McCollum as a director of the Company to fill the vacancy on the Board created by Mr. Monteparte’s resignation, and elected Mr.
McCollum as Chairman of the Board, in each case effective immediately. Mr. McCollum will serve as a director until the next annual meeting
of stockholders of the Company and until his successor is duly elected and qualified, or until his earlier death, resignation or removal.
As of the date of this report, Mr. McCollum has not been appointed to serve on any committee of the Board.
Mr. McCollum, age 43, served as Chief Financial
Officer of Dalrada Financial Corporation (OTC: DFCO), a diversified holding company with operations in clean energy, health, technology
and precision manufacturing, from May 1, 2021 until his resignation on October 31, 2025. From May 2019 to May 2020, Mr. McCollum served
as Senior Vice President of Corporate Finance and Corporate Secretary of Better Choice Company Inc. (ticker: BTTR), a publicly traded
pet health and wellness company which was subsequently acquired by SRX Global Inc. (ticker: SRXH). At Better Choice Company, he assisted
with the mergers of Bona Vida, Inc. and TruPet LLC into Better Choice Company Inc. and with its acquisition of Halo, Purely for Pets.
In 2018, Mr. McCollum helped form Bona Vida, Inc., a pet CBD company, and served as its Chief Financial Officer until its merger into
Better Choice Company Inc. in May 2019. From 2013 to 2017, Mr. McCollum was Chief Financial Officer of Das & Co., a New York-based
family office, where he was responsible for accounting, tax, audit, portfolio valuation, asset management, financial and investment reporting
and operations for Landmark Banyan Real Estate Fund, a $200 million India real estate fund, and served as Chief Operating Officer of Das
& Co.’s holding and operating subsidiaries. Earlier in his career, Mr. McCollum served as Director of Finance of 29th Street
Capital, a California-based real estate investment firm, and as Director of Finance and Corporate Compliance of Fletcher Robbe International
Attorneys at Law, an international transactional and securities law firm, where he focused on complex finance transactions, mergers and
acquisitions and securities matters, including the cross-listing of foreign-listed public companies on U.S. exchanges. Mr. McCollum holds
a Bachelor of Science degree and a Master of Accountancy degree from the University of Montana and is a licensed Certified Public Accountant.
There is no arrangement or understanding between
Mr. McCollum and any other person pursuant to which he was appointed as a director or elected as Chairman of the Board. There are no family
relationships between Mr. McCollum and any director or executive officer of the Company. Mr. McCollum has not been a party to any transaction
with the Company that would require disclosure under Item 404(a) of Regulation S-K.
Except as described below, in connection with
his appointment, the Company has not entered into any compensatory arrangement with Mr. McCollum, and no material plan, contract or arrangement
to which Mr. McCollum is a party or in which he participates was entered into or materially amended in connection with his appointment.
If the Board subsequently approves compensation for Mr. McCollum’s service as a director or Chairman of the Board, including any
equity award under the Company’s Policy on Granting Equity Awards, the Company will disclose the material terms of that arrangement
in an amendment to this Current Report on Form 8-K within four business days after the terms are determined. Mr. McCollum current has
consulting arrangement with the Company where he provides CFO advisory services.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended, including statements regarding the timing and completion of the reduction in force, the estimated costs and charges
associated with it, the resolution of the amounts claimed by the Lessors, the expected effect of the fleet reduction on the Company’s
revenue and operating costs, the Company’s plans with respect to its fleet and personnel, any compensatory arrangements with Mr.
McCollum in connection with his service as a director and Chairman of the Board, and any engagement of Mr. Monteparte or the broker-dealer
with which he is associated to provide services to the Company. Forward-looking statements are based on management’s current expectations
and are subject to risks and uncertainties that could cause actual results to differ materially, including the outcome of the Company’s
discussions with the Lessors, the Company’s ability to pay the amounts claimed by the Lessors and its other obligations as they
become due, the Company’s liquidity and its ability to continue as a going concern, demand for charter services on the Company’s
remaining aircraft, and the other risks described under “Risk Factors” in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2025 and its subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any
forward-looking statement, except as required by law.
3