{"url_path":"/sec/sntl/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 Certain Relationships and Related Transactions, and Director Independence.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/889353/0001096906-26-000918-index.html","accession_number":"0001096906-26-000918","cik":"0000889353","ticker":"SNTL","issuer_name":"Sentinel Holdings Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/889353/0001096906-26-000918-index.html","primary_entity_key":"0000889353","primary_entity_name":"Sentinel Holdings Ltd."},"word_count":854,"has_tables":true,"body_markdown":"**Item 13. Certain Relationships and Related Transactions, and Director Independence.**\n\n \n\nSet forth below, if applicable, are summaries of related person transactions for Sentinel Holdings Ltd covering the periods indicated. It is our intention to ensure that all future transactions, if any, between us and related persons are approved by our audit committee or a majority of the independent and disinterested members of our Board of Directors (except for compensation arrangements, which are approved by our compensation committee), and are on terms no less favorable to us than those that we could obtain from unaffiliated third parties. See “Policies and Procedures for Related Person Transactions” below.\n\n \n\n**Certain Relationships and Related Transactions**\n\n \n\nAs more fully described in Item 12 above, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters:\n\n \n\n·\n\nPadang Padang, Ltd is a related party as it owns 20.5% of the Company and controls 79.5% of the voting power of the Company on a fully diluted basis; and\n\n \n\n \n\n·\n\nKyle Madej is a related party as he serves as the Company’s President, Chief Executive Officer, Treasurer, Secretary, and Chairman of the Board and owns 16.1% of the Company on a fully diluted basis.\n\n \n\n \n\n34\n\n*Table of Contents*\n\n \n\nFurther, the Company entered into the following transactions with those two parties during the two years ended December 31, 2025 as follows:\n\n \n\n·\n\nOn September 6, 2024 and as more fully described in Note 15(b), *Shareholder Equity (Deficit) - Financing Activities - 2024 - (vi)*, the Company entered into a consulting agreement with Padang Padang, Ltd (“Padang”), the Company’s majority shareholder a related party, for a one-year period wherein the Company agreed to provide compensation to Padang in the form of the issuance of 50,000 shares of Preferred Stock Series B.\n\n \n\n \n\n·\n\nOn October 28, 2025 and as more fully described in Note 14, *Commitments and Contingencies*, and Note 15(b), *Shareholder Equity (Deficit) - Financing Transactions*, the Company entered into a consulting agreement with Padang for a one-year period wherein the Company agreed to compensate Padang $20,000 per month and issue 1,600,000 shares of Preferred Stock Series A.\n\n \n\n \n\n·\n\nOn October 30, 2025 and as more fully described in Note 3, *Acquisition*, and Note 15(b), *Shareholder Equity (Deficit) - Financing Transactions*, the Company issued 10,000 shares of Preferred Stock Series B to a related party, the Company’s President and CEO, as compensation for services performed in connection with the acquisition of the Opsec business.\n\n \n\n**Corporate Governance and Director Independence**\n\n \n\nThe Company has:\n\n \n\n·\n\nNot yet established its own definition for determining whether its directors and nominees for directors are “independent” nor has it adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system. Our current Chairman would not be deemed to be “independent” under any applicable definition given that he is an Officer of the Company; and\n\n \n\n \n\n·\n\nNot yet established any committees of the Board of Directors.\n\n \n\nGiven the nature of the Company’s business, its limited stockholder base, and the current composition of Management, the Board of Directors does not believe that the Company requires any corporate governance committees at this time.\n\n \n\nAs of the date of this Report, the entire Board serves as the Company’s audit committee.\n\n \n\n**Policies and Procedures for Related Person Transactions**\n\n \n\nOur Board of Directors has plans to adopt a written policy with respect to related person transactions. This policy will govern the review, approval, or ratification of covered related person transactions. Until such time that an audit committee is established, our Board of Directors will manage this policy.\n\n \n\nFor purposes of the policy, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we were, are or will be a participant, and the amount involved exceeds the applicable dollar threshold set forth under Item 404 of Regulation S-K and in which any related person had, has or will have a direct or indirect material interest. As defined in Item 404 of Regulation S-K, “related person” generally includes our directors (and director nominees), executive officers, holders of more than 5% of our voting securities, and immediate family members or affiliates of such persons.\n\n \n\nThe policy will generally provide that we may enter into a related person transaction only if:\n\n \n\n·\n\nThe audit committee pre-approves such transaction in accordance with the guidelines set forth in the policy;\n\n·\n\nThe transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and the audit committee (or the chairperson of the audit committee) approves or ratifies such transaction in accordance with the guidelines set forth in the policy;\n\n·\n\nThe transaction is approved by the disinterested members of the board of directors, or\n\n·\n\nThe transaction involves compensation approved by our compensation committee\n\n \n\nThe policy will provide that all related person transactions will be disclosed to the audit committee, and all material related person transactions will be disclosed to the Board of Directors. Additionally, all related person transactions requiring public disclosure will be properly disclosed, as applicable, on our various public filings.\n\n \n\n \n\n35\n\n*Table of Contents*"}