OTC: SNBH

The
Company’s flagship subsidiaries include:

1.
AIG-F&B, Inc. (AIGFB), a
wholly-owned Nevada subsidiary, which operates as a manufacturing and distribution platform for food, beverage, and wellness
products, including shelf-stable and functional nutrition items. AIGFB sources and produces consumer goods for the Company’s
brand portfolio and strategic partners, including Original New York Seltzer, Arctic Frost, and Burlone.

2.
Aqua Emergency, Inc. (AE NV) is a Florida-based specialized
manufacturer and distributor of emergency water and meals-ready-to-eat (MREs). Aqua Emergency holds the exclusive license for
American Red Cross® branded emergency water and MREs and supplies federal, state, and municipal emergency agencies, NGOs, and
commercial distributors. Products are engineered for extended shelf life, regulatory compliance, and rapid deployment. The Company
acquired 51% of the company on July 5, 2025, with the remaining 49% interest acquired as of December 31, 2025, at which time AE NV
became a wholly-owned subsidiary. As a consideration the amendment provides for an increase in earn-out participation from 51% to
100%. The Company may issue additional acquisition credits contingent on future performance results in accordance with the terms of
the amended agreement.

3.
Wyoming Bears, Inc. (WYB), is a California-based
specialized distributor of Consumer Packaged Goods (CPG) and supplies c-stores, big box retailers both domestically and internationally.
Distributes such brands as Original New York Seltzer, Burlone, Bear Springs, and Arctic Frost. The Company signed a Share Exchange
agreement on September 30, 2025, effective October 1, 2025, to acquire a majority interest in WYB. The Company and WYB executed an
extension to the effective date to January 1, 2026. As a result of the effective date, change in control of WYB did not transfer until January 1, 2026.

These
entities serve as the operational and commercial backbone of SNBH’s business model, allowing the Company to scale through strategic
asset acquisition and production partnerships. The Company intends to leverage its operating subsidiaries, brand equity, and licensing
relationships to enter additional product categories aligned with health, safety, and sustainability.

The
Company generated its first consolidated operating revenues through its subsidiaries during 2025 and continued to implement restructuring,
operational improvements, and capitalization initiatives.

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On April 10, 2025, the Company, through its wholly-owned
subsidiary AIG-F&B, a Nevada corporation (AIGFB) executed the Exchange Agreement (the “Exchange Agreement”) with American
Industrial Group, a Florida corporation (“AIG”) which owns and controls several assets and lines of business of interest to
the Company, through its subsidiary, pursuant to which AIGFB acquired many of those assets and rights of AIG in exchange for acquisition
credits payable, to be ultimately paid through the exchange of those credits for shares of common stock of SNBH (the “Acquisition
Credits”). Control of AIGFB assets transferred to SNBH on May 12, 2025. These Acquisition Credits were issued by SNBH in accordance
with an earnout schedule that was set forth in the Exchange Agreement, as filed with the SEC on April 11, 2025. Prior to the Closing,
certain parties to the Exchange Agreement and large shareholders of the Company (collectively, the “Lockup Parties”) entered
into lock-up leak-out agreements, which govern the manner in which such Lockup Parties may sell, transfer or dispose of their shares of
common stock during the 21-month period following the Closing.

On July 5, 2025, the Company, through Aqua Emergency Nevada.(AE NV), closed
the Exchange Agreement with Aqua Emergency Florida (AE FL), pursuant to which AE FL transferred select rights, assets, and business lines
to AE NV in exchange for Acquisition Credits payable in shares of SNBH common stock under a performance-based earnout structure. These
assets include proprietary beverage and first-aid product formulations, manufacturing infrastructure, distribution relationships, and
brand rights relevant to the Company’s future enterprise. These Acquisition Credits were issued by SNBH to AE FL in accordance with
an earnout schedule that was set forth in the Exchange Agreement, as filed with the SEC on July 09, 2025. The consideration structure
is performance-contingent and subject to regulatory holding periods, lock-up agreements, and earnout milestones tied to revenue, EBITDA,
and appraised asset value. The Acquisition Credits may be converted to equity upon the achievement of defined benchmarks over a multi-year
horizon, subject to certain limitations as defined.

On September 30, 2025, the Company signed an Exchange Agreement, effective
October 1, 2025, to acquire a majority interest in Wyoming Bears, Inc. (WYB), as filed with the SEC on October 3, 2025. WYB is a California-based
specialized distributor of CPG and supplies c-stores, big box retailers both domestically and internationally. It distributes such brands
as Original New York Seltzer, Burlone, Bear Springs, and Arctic Frost. The Company and WYB executed an extension to the effective date
to January 1, 2026, as filed with the SEC on January 12, 2026. As a result of the effective date extension, change in control of WYB did
not transfer until January 1, 2026.

These transactions are expected to
significantly enhance the Company’s consolidated balance sheets and operating capacity, supporting its ability to develop new
revenue-generating products and pursue future acquisitions aligned with its mission.

The
Company’s leadership team brings experience from global consumer brands and retailers, including Original New York Seltzer, Disney,
Hugo Boss, Victoria’s Secret, Versace, Bath & Body Works, and Walmart. Leveraging this expertise, through its partnership with
American Industrial Group, SNBH is positioned to capitalize on strategic sourcing, the ability to manufacture locally with a global footprint,
and global distribution networks across omnichannel platforms for high-growth, high-margin brands, while working towards cash-flow positive
operations at all subsidiaries. The Company continues to execute its 24-month acquisition pipeline and to seek growth through synergistic
acquisitions, innovation in consumer packaged goods, in food, beverage, pet-care, healthcare, and emergency markets, as well as strategic
brand partnerships. Management believes these initiatives, supported by scalable operations and established institutional relationships,
will enable sustainable value creation for shareholders.

Principal
Products and Services

Sentient
Brands’ product portfolio includes multiple high-growth, consumer-focused brands:

● Original New York Seltzer®
– a heritage natural soda brand recognized for its nostalgic appeal and clean-label formulation (www.NewYorkSeltzer.uk).

● Arctic Frost® –
a premium vodka brand positioned for the mass market, with pricing and affordability (www.vodkaarcticfrost.com/).

● Burlone® – a
high-quality, yet affordable European wine, food, and beverage brand (www.BurloneWines.com).

● Aqua Emergency® –
emergency water and meal-ready-to-eat (MRE) kits designed for disaster preparedness, government procurement, and institutional supply
chains (www.AquaEmergency.com).

● American Red Cross® Licensed
Products – long-shelf-life emergency rations and hydration supplies marketed under exclusive license (www.AquaEmergency.com).

2

All
of the Company’s proprietary products are formulated and packaged to meet standards of safety, shelf-life stability, consumer appeal,
and regulatory compliance.

Suppliers

The
Company utilizes a diversified network of manufacturers, ingredient suppliers, and packaging partners. SNBH is not dependent on any
single supplier and maintains contingency arrangements to support uninterrupted operations.

Distribution

SNBH
leverages both direct-to-consumer and B2B distribution channels:

●
E-commerce platforms

●
Retail and wholesale distribution

●
Government procurement contracts

●
International export partnerships

Marketing
Strategy

The
Company promotes its brands through targeted social media marketing, influencer campaigns, PR events, and traditional media. Marketing
and brand positioning are executed internally and with third-party agencies for select initiatives.

Growth
Strategies

To
grow our company, Sentient Brands intends to:

●
Create a leading consumer packaged goods company;

●
Partner with established distributors and retailers;

●
Focus on operational excellence and product quality; and

●
Establish ongoing communication with the capital markets

The
Company believes it has assembled a highly accomplished team of branding and marketing professionals who have a combined experience and
track record of successfully launching and operating major brands in the consumer market space, which the Company believes will provide
it with a competitive edge in its industry.

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M&A
Strategy

In
Q3 2025, the Company launched an M&A strategy to identify high-margin, revenue generating businesses within above-average growth
potential industry sectors as potential acquisition targets.

Customers

The
Company’s sales channels are direct to consumer and wholesale.

Competition

We
have experienced, and expect to continue to experience, intense competition from a number of companies.

The
current market is highly competitive, consisting of publicly-traded and privately-owned companies, many of which are more adequately capitalized
than the Company.

Industry
Overview

The
Company operates within the highly competitive CPG sector, with a primary focus on wellness, sustainability,
and emergency preparedness, all of which are consumer categories that offer long-term secular growth potential. This market is intensely
competitive, consisting of numerous publicly-traded and privately-owned companies, many of which are more adequately capitalized than
the Company. Sentient Brands Holdings Inc. (SNBH) is executing an acquisition-driven strategy to leverage its operational backbone for
manufacturing and distribution across omnichannel platforms, targeting high-growth, high-margin brands within food, beverage, pet-care,
healthcare, and emergency markets.

The
functional beverages industry, encompassing products that provide benefits beyond basic hydration and nutrition—such as energy
enhancement, recovery support, immune boosting, and specialized hydration—continues to experience robust growth driven by increasing
consumer focus on health, wellness, and preventive nutrition. In 2025, the global functional beverages market was valued at approximately
USD 165-185 billion (with estimates ranging from USD 151.7 billion to USD 184 billion across industry sources), reflecting strong demand
for innovative formulations including energy drinks, sports and recovery beverages, and electrolyte-enhanced hydration products. This
sector is projected to expand at a compound annual growth rate (CAGR) of approximately 5-8% through the early 2030s, with forecasts indicating
market sizes reaching USD 230-315 billion by 2030-2035, depending on specific segment emphasis and regional dynamics. Key drivers include
rising health consciousness among consumers, particularly younger demographics seeking natural, low-sugar, and functional alternatives
to traditional beverages; expanding distribution through e-commerce and retail channels; and ongoing product innovation in areas such
as adaptogens, probiotics, and targeted hydration solutions. In the United States, a major market for such products, the functional drinks
segment demonstrates particularly strong momentum, with projected growth at a CAGR of around 8% from 2025 onward. The Company operates
within this dynamic and competitive landscape, positioning its hydration and emergency preparedness-focused beverages to capitalize on
these secular trends toward functional, health-oriented non-alcoholic options.

Research
and Development

The Company is continuously in the process
of identifying and/or developing potential new products to offer to our customers. Our expenditures on research and development have historically
been small and immaterial compared to our other business expenditures. The Company is currently developing new formulations for additional
product lines.

4

Employees

We believe that our success depends upon our ability
to attract, develop and retain key personnel. The parent company has no direct employees. Operations are conducted through subsidiaries, contractors, and consultants. Although we continually seek to add additional talent to our work force, management believes that
it currently has sufficient human capital to operate its business successfully.

Our
compensation programs are designed to align the compensation of our personnel with our performance and to provide the proper incentives
to attract, retain and motivate individuals to achieve superior results. The structure of our compensation programs balances incentive
earnings for both short-term and long-term performance.

The
primary mailing address for the Company is 30 N Gould St, Ste. 61963 Sheridan, WY, 82801. The Company’s telephone number is (646)
202-2897. The Company’s website is www.sentientbrands.com.

Reports
to Security Holders

We intend to furnish our shareholders annual reports containing consolidated
financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited
consolidated financial statements for each of the first three quarters of each year. We file Quarterly Reports on Form 10-Q, Annual Reports
on Form 10-K and Current Reports on Form 8-K with the SEC in order to meet our timely and continuous disclosure requirements. We may also
file additional documents with the SEC if they become necessary in the course of our company’s operations.

The
public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington,
D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that
file electronically with the SEC. The address of that site is www.sec.gov.

Company
History

The
Company was incorporated under the laws of the State of California on March 22, 2004, until changing its state of incorporation from
California to Nevada in 2021. The Company’s name changed from “Intelligent Buying, Inc.” to “Sentient Brands
Holdings, Inc.” effective March 2, 2021.

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On May 12, 2025, the Company, through its wholly-owned subsidiary AIG-F&B,
Inc. (AIGFB), acquired Assets totaling $595,440 from American Industrial Group, Inc. (“AIG”). In consideration for the assets
received, SNBH issued $595,440 of Acquisition Credits as defined in the Exchange Agreement between the Company and AIG which was signed
in April. The Company acquired machinery and equipment of $77,044, inventory for sale of $283,452 and accounts receivable and other assets
of $234,944.

On July 5, 2025, Aqua Emergency,
Inc. (AE NV), a Nevada company, a 51%-owned subsidiary, in a combination of the business from Aqua Emergency, Inc. (AE FL) valued at
$1,905,272. In consideration for the assets received, Sentient Brands issued $1,905,272 of Acquisition Credits as defined in the
Share Exchange Agreement between the Company and Aqua Emergency, Inc. (FL) which was signed in June. Assets include accounts
receivable $200,659, perpetual license for intellectual property $1,150,000, prepaid assets $22,140 and Goodwill of $532,473. On
December 31, 2025, the Company acquired the remaining 49% and AE NV is currently a wholly-owned subsidiary. As a consideration the
amendment provides for an increase in earn-out participation from 51% to 100%. The Company may issue additional acquisition credits
contingent on future performance results in accordance with the terms of the amended
agreement.

On September 30, 2025, the Company signed a Share Exchange Agreement, effective
October 1, 2025, to acquire a majority interest in Wyoming Bears, Inc. (WYB). WYB is a California-based specialized distributor of CPG
and supplies c-stores, big box retailers both domestically and internationally. It distributes such brands as Original New York Seltzer,
Burlone, Bear Springs, and Arctic Frost. The Company and WYB executed an extension to the effective date to January 1, 2026. In 2026,
WYB’s business is included in the Company’s operations.

On September 10, 2025, Board of Directors and the Majority Stockholder,
respectively, approved a Reverse Recapitalization at a ratio of 1 for 30 (1:30) of the existing common stock (the “Reverse”)
and the filing of a Certificate of Amendment (the “Amendment”) to the Company’s Amended Articles of Incorporation with
the Secretary of State of Nevada to reflect such recapitalization. Each fractional share was rounded up to the next whole number of shares
resulting in 418 additional shares. The Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory
Authority which was implemented on January 2, 2026. All share and per share information in this Form 10-K, including for all periods presented,
has been retroactively adjusted to reflect the Reverse.

The
foregoing information is a summary of each of the matters described above, is not complete, and is qualified in its entirety by reference
to the full text of the exhibits, each of which is attached an exhibit to this Form 10-K Annual Report. Readers should review those exhibits
for a complete understanding of the terms and conditions associated with this matter.

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