SENTIENT BRANDS HOLDINGS INC.

From time to time, we are subject to ordinary routine litigation incidental to our normal business operations.

Templeton Arbitration

An order dated September 17, 2026 and entered September 25, 2026 in New York Supreme Court compelled arbitration before the American Arbitration Association in New York under its Commercial Arbitration Rules. On September 28, 2026, Gregg Templeton filed a new claim seeking $184,000 in wages, $4,000 in expenses, statutory interest and additional relief, including liquidated damages and attorneys’ fees. His filing expressly invokes the Commercial Arbitration Rules.

In a notice dated September 30, 2026, AAA provisionally determined that the proceeding would be administered under its Employment/Workplace Arbitration Rules and related fee schedule, differing from the Commercial Arbitration Rules specified in the court’s order. AAA characterized its administrative determination as preliminary and subject to review by the arbitrator.

The Company disputes Templeton’s claims in their entirety and intends to defend itself vigorously. The Company is asserting counterclaims challenging the validity of Templeton’s contract and alleging failure to perform contracted services, diversion of $40,000 of corporate funds into his personal account, and default on a $90,000 repayment undertaking originally extended by Louis Sorrentino in connection with Templeton’s engagement and subsequently assigned to the Company. The Company seeks $201,995.07 in connection with these counterclaims, before credits.

These amounts represent disputed claims for recovery and have not been awarded to the Company. The Company has maintained its existing accrual of $54,525 in legal and other fees related to the dispute.

Compliance and Restitution Initiative; Settlement Agreements

On July 1, 2026, Sentient Brands Holdings Inc. (the “Company”) entered into two separate confidential pre-filing settlement and cooperation agreements (collectively, the “Agreements”), each with a former member of the Company’s management, in furtherance of the “Compliance and Restitution” initiative described in the Company’s Current Report on Form 8-K filed June 23, 2026, under which the Board of Directors (the “Board”) authorized the Company to pursue, among other things, the recovery and cancellation of equity the Board has identified as having been improperly issued and the recovery of assets of the Company. The Company executed each of the Agreements solely through independent authority, acting through disinterested members of the Board and not through any person whose conduct is subject to the Board’s ongoing review of historical corporate actions. In each case, the Company is coordinating on a unified basis with a group of 25 investors and other parties (collectively, the “Plaintiff Parties”) under a previously disclosed Joint Representation and Confidentiality Agreement.

Under the Agreements, the former members of management have agreed to provide full, truthful and continuing cooperation to the Plaintiff Parties in connection with contemplated legal actions arising out of the historical transactions, billing records, debt and share issuances under the Board’s review — including by executing sworn declarations, preserving and producing documents, and providing truthful testimony — and to make restitution to the Company through the surrender and cancellation of shares. The Agreements and related cancellation instructions cover an aggregate of 458,496 restricted shares of the Company’s common stock, without any monetary payment by the Company for such shares. Of those shares, 434,548 were cancelled and retired during August 2026 and 23,948 remain pending cancellation. Retired shares are restored to authorized but unissued status in accordance with Nevada law and are not held as treasury shares. The Agreements characterize the surrender and cancellation as restitution and the rescission and disgorgement of improperly issued shares to the Company, and not as monetary settlement consideration; the surrenders are effective immediately upon execution, are irrevocable, and will remain effective even if the related releases are later revoked.

In consideration of that cooperation and restitution, the Plaintiff Parties have agreed to conditional releases and covenants not to sue (and, as applicable, forbearance from prosecuting and the dismissal or holding in abeyance of claims), in each case conditioned on the continued, complete and truthful cooperation of the applicable party and subject to revocation upon a material breach. The Agreements contain no monetary settlement consideration paid to the Plaintiff Parties, and no party will pay any fee, bonus or settlement payment in exchange for testimony or cooperation; reimbursement is limited to reasonable, documented out-of-pocket expenses. Each Agreement provides that the applicable party’s sole obligation is to provide complete and truthful information and testimony, that no party may request that the party adopt any particular version of facts, and that the party retains the right to communicate directly with the U.S. Securities and Exchange Commission and other governmental authorities without prior notice to or approval from any party. The Company believes the Agreements advance the objectives of its Compliance and Restitution initiative by securing the cooperation of two former members of management and the return and cancellation of a substantial number of shares to the Company.

Each of the Agreements is governed by the laws of the State of New York, except matters of the Company’s corporate authority, the share surrender and cancellation, and related matters are governed by Nevada law. Each Agreement is a confidential settlement communication. The foregoing descriptions of the Agreements are summaries only, do not purport to be complete, and the Company has not filed either Agreement as an exhibit.

During August 2026, 434,548 shares were retired under the July surrender process. An additional 23,948 shares registered to Former Executive 2 await cancellation under the related instructions and remain included in outstanding shares. At September 30, 2026, the 598,200 shares covered by the separate August 14 settlement with Former Undisclosed Affiliate and Control Person remained outstanding pending completion of cancellation procedures. The transfer agent cancelled and retired those 598,200 shares on October 28, 2026. The October cancellation does not change the September 30 share balance or third-quarter weighted-average shares. The August agreement also contemplated cancellation of membership interests in the note holder; that membership action does not discharge the Company’s GA3 indebtedness pending finalization of the debt restructuring negotiations with the Company. See Notes 11 and 14.

On October 2, 2026, the Company filed the Nevada action described below, superseding Q2’s statement that contemplated legal actions had not been filed.

Nevada Legal Proceeding

On October 2, 2026, following Board authorization on September 27, 2026, the Company filed a verified complaint in the Eighth Judicial District Court, Clark County, Nevada, captioned Sentient Brands Holdings, Inc. v. John Doukas, et al., Case A-26-958461-B. The action seeks declaratory, equitable, restitution and related relief concerning historical corporate obligations and share transactions. The complaint concerns historical positions totaling 1,120,055 post-reverse-split shares. Empire Stock Transfer, Inc. is joined solely as a nominal defendant; no wrongdoing or damages are alleged against it.

On October 28, 2026, 598,200 shares of the Company’s common stock were canceled in connection with the Nevada action. This is the same cancellation effected under the August 14 settlement agreement described in Note 11, not an additional cancellation. Certain defendants and cooperating witnesses have entered into good-faith settlement negotiations with the Company. The Company has not recorded a recovery asset in connection with the action. Litigation is inherently uncertain, and the Company can give no assurance regarding the timing or outcome of the proceedings, the relief that may be granted, or any recovery.