PMGC Holdings Inc.

06/03/2026 | Press release | Distributed by Public on 06/03/2026 14:01

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Bensler Graydon
2. Issuer Name and Ticker or Trading Symbol
PMGC Holdings Inc. [ELAB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O PMGC HOLDINGS INC., 120 NEWPORT CENTER DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026
(Street)
NEWPORT BEACH, CA 92660
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options(1) $1.77 06/01/2026 A 450,277 06/01/2026 06/01/2031 Common Stock 450,277 $ 0 (2) 450,279 I(3) By GB Capital Ltd.(4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bensler Graydon
C/O PMGC HOLDINGS INC.
120 NEWPORT CENTER DRIVE
NEWPORT BEACH, CA 92660
X Chief Executive Officer

Signatures

/s/ Bensler Graydon 06/03/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The options were granted to GB Capital Ltd., an entity wholly owned by Graydon Bensler, on June 1, 2026, under the Company's 2025 Equity Incentive Plan, as amended. These are is non-statutory stock options, which are 100% vested and immediately exercisable as of the grant date.
(2) The options were granted as partial consideration for consultant services provided to the Company through GB Capital Ltd.
(3) Includes: (i) 2 shares of PMGC Holdings Inc.'s common stock, par value $0.0001 ("Common Stock") underlying options previously granted to Mr. Bensler and (ii) 450,277 shares of Common Stock underlying the options reported in this Form 4, issued to GB Capital Ltd. on June 1, 2026.
(4) GB Capital Ltd. is a British Columbia, Canada corporation wholly owned by Graydon Bensler.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
PMGC Holdings Inc. published this content on June 03, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 03, 2026 at 20:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]