Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

(a) Amendment No. 5 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer with GB Capital Ltd

On March 17, 2026, PMGC Holdings Inc. (the "Company") entered into Amendment No. 5 to the Consulting and Services Agreement for Non-Employee Chief Executive Officer ("Amendment No. 5 to the GB Capital Consulting Agreement") with GB Capital Ltd, a British Columbia, Canada corporation wholly owned by Graydon Bensler, the Company's Chief Executive Officer, Chief Financial Officer, and Director ("GB Capital"). Amendment No. 5 to the GB Capital Consulting Agreement amended and restated Section 1(a) of Exhibit B of that certain Consulting and Services Agreement for Non-Employee Chief Executive Officer between the Company and GB Capital, dated October 25, 2024, as amended ("GB Capital Consulting Agreement"), such that GB Capital's annual consultant fee is $300,000 per annum. Amendment No. 5 to the GB Capital Consulting Agreement also provided that, for the avoidance of doubt, for the 2026 fiscal year, GB Capital is entitled to this annual consultant fee beginning on January 1, 2026.

Except as expressly amended in Amendment No. 5 to the GB Capital Consulting Agreement, the GB Capital Consulting Agreement remains in full force and effect. The foregoing summary of Amendment No. 5 to the GB Capital Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 5 to the GB Capital Consulting Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K ("Form 8-K") and is incorporated herein by reference.

(b) Amendment No. 5 to the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman between the Company and Northstrive Companies Inc.

On March 17, 2026, the Company entered into Amendment No. 5 to the Consulting and Services Agreement for Non-Employee, Non-Executive Chairman ("Amendment No. 5 to the Northstrive Consulting Agreement") with Northstrive Companies Inc., a California corporation wholly owned by Braeden Lichti, the Company's Chairman ("Northstrive"). Amendment No. 5 to the Northstrive Consulting Agreement amended and restated Section 1(a) of Exhibit B of that certain Consulting and Services Agreement for Non-Employee, Non-Executive Chairman between the Company and Northstrive, dated October 25, 2024, as amended ("Northstrive Consulting Agreement"), such that Northstrive's annual consultant fee is $360,000 per annum. Amendment No. 5 to the Northstrive Consulting Agreement also provided that, for the avoidance of doubt, for the 2026 fiscal year, Northstrive is entitled to this annual consultant fee beginning on January 1, 2026.

Except as expressly amended in Amendment No. 5 to the Northstrive Consulting Agreement, the Northstrive Consulting Agreement remains in full force and effect. The foregoing summary of Amendment No. 5 to the Northstrive Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 5 to the Northstrive Consulting Agreement, a copy of which is filed as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.