Material Agreement (Form 8-K)

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On April 10, 2026, ESG Inc., a Nevada corporation (the "Company"), entered into a Split-Off and Share Exchange Agreement (the "Split-Off Agreement") with DCG China Limited ("DCG"), Christopher Alonzo ("Alonzo"), Ever Vast Development Ltd. ("Ever Vast"), and Weiwei Gao ("Gao"). Pursuant to the Split-Off Agreement, at the closing of the transactions contemplated thereby, the Company will distribute 100% of the issued and outstanding shares of ESG China Limited ("ESG China") to DCG, Alonzo, Ever Vast and Gao in exchange for the surrender, redemption, retirement and cancellation of an aggregate of 10,432,800 shares of the Company's common stock. The shares to be surrendered consist of 7,632,800 shares from DCG, 1,400,000 shares from Alonzo, 420,000 shares from Ever Vast, and 980,000 shares from Gao.

The Split-Off Agreement provides that, as among the parties, liabilities associated with ESG China and its downstream China operations are intended to remain with the applicable China operating entity or entities and not with the Company or its non-China affiliates. The Split-Off Agreement also includes contractual release provisions in favor of the Company and its non-China affiliates to the fullest extent legally effective among the parties.

The closing of the transactions contemplated by the Split-Off Agreement is subject to, among other things, approval by the Company's Special Committee and Board of Directors, stockholder approval by written consent to the extent required or deemed advisable, completion of the applicable Schedule 14C process and waiting period, receipt of the shares to be canceled, and delivery of customary transfer documents for the ESG China shares.

In connection with the foregoing, DCG and Alonzo entered into a related Share Surrender, Support and True-Up Agreement solely to facilitate Alonzo's delivery of the full 1,400,000 shares attributable to him for surrender and cancellation pursuant to the Split-Off Agreement. The foregoing description of the Split-Off Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Split-Off Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.