UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~February 82, ~~2025~~2026

Kingfish Holding Corporation

(Exact name of registrant as specified in charter)

Delaware

000-52375

20-4838580

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

822 62nd Street Circle East, Bradenton, Florida		34208
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (941) 487-3653

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.0702. ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~(a) Kingfish~~On ~~Holding~~February ~~Corporation~~2, a2026, ~~Delaware~~the ~~corporation~~Board of Directors (the “~~Company,~~Board”) “of Kingfish,” Holding Corporation (the “~~we,~~Company”) oragreed ~~"our"),~~to ~~held~~expand ~~its~~the ~~2025~~size ~~Annual~~of ~~Meeting~~the Board to eight directors and appointed Lisa Matthews as a member of ~~Stockholders~~the onBoard ~~May~~to 8,fill ~~2025~~the ~~(“2025~~newly ~~Annual~~created ~~Meeting”)~~vacancy. AtThe Board has determined that Ms. Matthews will be an independent director under the ~~meeting~~rules of The Nasdaq Stock Market, which the ~~matters~~Company ~~set~~uses ~~forth~~to ~~below~~evaluate ~~were~~director ~~submitted~~independence. ~~for~~Ms. Matthews has not yet been appointed to serve as a ~~vote~~member on any committee of ~~security~~the ~~holders~~Board.

~~(b)~~Lisa AsMatthews, ofage 68, is the ~~close~~owner of ~~business~~Premier onProperty ~~April~~Concierge 8LLC, ~~2025,~~a ~~which~~premier ~~was~~property ~~the~~management ~~record~~service ~~date~~provider, ~~for~~founded ~~the~~in ~~2025~~April ~~Annual~~2020. ~~Meeting,~~Prior ~~837~~to that,~~962~~ ~~shares~~Ms. ofMatthews ~~Kingfish~~served ~~common~~as ~~stock,~~chief ~~par~~operating ~~value~~officer ~~$0.0001~~from ~~per~~2016 ~~share~~to ~~(“Common~~2019 ~~Stock”)~~for Beachside Management, ~~were~~a ~~outstanding~~vacation rental company, and ~~entitled~~previously oversaw buyer operations at One Steel Recycling from 2000 to ~~vote~~2015. ~~The~~Ms. ~~Company~~Matthews ~~did~~graduated ~~not~~from ~~solicit~~the ~~proxies~~University ~~for~~of North Florida in 1988 with a bachelor’s degree in business administration. Ms. Mathews has 15 years of extensive experience in the ~~2025~~metal ~~Annual~~recycling ~~Meeting~~industry, which provides her with a strong background in the Company’s industry.

~~Set~~There ~~forth below~~ are ~~the~~no ~~proposals~~family ~~voted~~relationships ~~upon~~between atMs. ~~the~~Matthews ~~2025 Annual Meeting,~~ and ~~the~~any ~~final~~other ~~vote~~director ~~tabulation~~or ~~that~~executive ~~certified~~officer of the ~~voting~~Company. ~~results~~Nor asare ~~received~~there ~~from~~any ~~the~~transactions ~~Inspector~~between ~~of Election~~Ms. ~~Based~~Matthews onor ~~the~~any ~~results,~~member ~~582,246 shares~~ of ~~Common~~his ~~Stock~~immediate ~~were~~family ~~voted~~and ~~in person at~~ the ~~2025~~Company ~~Annual~~that ~~Meeting,~~would ~~representing~~be ~~69.5%~~reportable ~~percent~~as ofa ~~the~~related ~~shares~~party ~~entitled~~transaction tounder bethe ~~voted.~~rules Noof ~~shares~~the ~~were~~United ~~represented~~States bySecurities ~~proxy~~and atExchange ~~the meeting~~Commission. ~~Percentages~~Further, ~~are~~there ~~based~~is onno ~~the~~arrangement ~~total~~or ~~votes~~understanding ~~cast~~between Ms. ~~Under~~Matthews ~~the~~and ~~corporate~~any ~~law~~other ofpersons ~~Delaware,~~or ~~where~~entities wepursuant ~~are~~to ~~incorporated,~~which ~~abstentions~~she ~~are~~was ~~not~~appointed ~~counted~~ as ~~votes~~a ~~cast~~director of the Company.

~~The~~Pursuant ~~final~~to ~~voting~~the ~~results~~Company’s ~~for~~Director ~~the~~Compensation ~~proposals~~Plan ~~presented~~approved atin ~~the~~August 2025, ~~Annual~~the ~~Meeting~~Company’s ~~were~~non-employee, asnon-officer ~~follows:~~directors are entitled to an annual cash retainer of $10,320 and an annual equity retainer grant of 100 shares of the Company’s common stock.

~~Proposal 1 – Election of Directors~~2

Nominees	Votes For	% For	Votes Against	% Against	Abstentions
James LaManna	582,246	100	0	0	0
James R. Lindsay	582,246	100	0	0	0
Keri A. Moritz	582,246	100	0	0	0
Randall A. Moritz	582,246	100	0	0	0
Ted Sparling	582,246	100	0	0	0
Lori M. Toomey	582,246	100	0	0	0
James K. Toomey	582,246	100	0	0	0

SIGNATURE

~~Based~~Pursuant onto the ~~vote~~requirements of the ~~Corporation’s~~Securities ~~stockholders~~Exchange atAct ~~the~~of ~~2025 Annual Meeting~~1934, ~~each director nominee received a plurality of~~ the ~~votes~~registrant ~~cast~~has atduly ~~the~~caused ~~meeting~~this ~~and were~~report ~~elected~~to asbe ~~directors~~signed ofon ~~the~~its ~~Corporation~~behalf ~~for~~by the ~~ensuing~~undersigned ~~year~~hereunto ~~or until their successors are~~ duly ~~chosen~~authorized.

Proposal 2 – Ratification of Independent Auditors

	KINGFISH HOLDING CORPORATION

Date: February 5, 2026	By:	/s/ Ted Sparling
		Ted Sparling President and Chief Executive Officer

Votes Cast For Approval:	582,246	100	%	of the votes cast, representing 69.5% of outstanding shares.
Votes Cast Against Approval:	0	0	%
Abstentions:	0	0	%

Based on the vote of the Corporation’s stockholders at the 2025 Annual Meeting, the appointment and selection Astra Audit & Advisory LLC as the Corporation’s independent registered public accounting firm for the fiscal year ending September 30, 2025 was approved, adopted, and ratified.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KINGFISH HOLDING CORPORATION
May 9, 2025	By:	/s/ Ted Sparling
		Ted Sparling
		President and Chief Executive Officer

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