Sadot Group Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15€ promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the year ended December 31, 2024. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of such date our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information requested to be disclosed by us in our reports that we file or submit under the Exchange Act. 45 Table of Contents Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended). Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 Internal Control-Integrated Framework. Our management has concluded that, as of December 31, 2024, our internal control over financial reporting is effective based on these criteria. Changes in Internal Control over Financial Reporting Our Company has added and will continue to add additional internal control procedures, additional resources and software to increase the internal control aspects of the company as we integrate our Sadot subsidiary into the overall business. Other than the above changes, there were no other changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other information On February 28, 2024, the Company executed an offer of employment, effective March 1, 2024, with Fausto Plaza. This employment provides Mr. Plaza the responsibility to assist in managing the day-to-day operations of the various commodity trade and farm operations of Sadot Group. Mr. Plaza previously acted as a consultant to Sadot Latam. The consulting agreement provides for $0.5 million in annual fees and 15% profit sharing once the annual fees have been earned by Sadot. The agreement was updated on December 20, 2024, providing a new annual consulting fee of $0.9 million per year and removing the profit sharing arrangement. Mr. Plaza will continue to operate in this role, in addition to assisting in managing the day-to-day operations of the other commodity trade and farm operations, but as an employee of Sadot Group. Mark McKinney has been appointed as Chairman of the Board, effective March 6, 2025, succeeding Kevin Mohan who will remain as a Director. Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections During the year ended December 31, 2024, no director or officer adopted or terminated (i) any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in paragraph (c) of item 408 of Regulation S-K. 46 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance Board of Directors and Executive Officers Our directors hold office until their successors are elected and qualified, or until their deaths, resignations or removals. Our executive officers hold office at the pleasure of our board of directors, or until their deaths, resignations or removals. As of March 11, 2025, our current directors and executive officers and their ages are: Name Age Principal Positions Catia L. Jorge 52 Chief Executive Officer Jennifer Black 43 Chief Financial Officer Michael J. Roper 60 Chief Governance and Compliance Officer Kevin Mohan 51 Chief Investment Officer and Director Kenneth Miller 55 Chief Operating Officer Aimee Infante 38 Chief Marketing Officer Mark McKinney (1) 62 Director and Chairman of the Board Stephen A. Spanos (2) 62 Director Benjamin Petel (3) 46 Director, Secretary Na Yeon (“Hannah”) Oh (4) 40 Director Ray Shankar (5) 48 Director Marvin Yeo (6) 53 Director Paul Sansom (7) 59 Director David Errington (8) 46 Director Dr. Ahmed Khan (9) 41 Director Claudio Torres 58 Director (1) Mr. McKinney is a member of the Compensation Committee, Audit Committee and serves as the Chairman of the Board. (2) Mr. Spanos serves as the Chairman of the Audit Committee. (3) Mr. Petel serves as the Chairman of the Sustainability Committee. (4) Ms. Oh is a member of the Sustainability Committee. (5) Mr. Shankar serves as the Chairman of the Compensation Committee and is a member of the Governance Committee. (6) Mr. Yeo is a member of the Sustainability Committee. (7) Mr. Sansom is a member of the Audit Committee. (8) Mr. Errington serves as the Chairman of the Governance Committee. (9) Dr. Khan is a member of the Governance Committee. 47 Table of Contents Executive Officers Catia L. Jorge. Ms. Jorge joined Sadot Group Inc. as Chief Executive Office in February of 2025. She brings nearly 30 years in the global agri-commodity trading industry. Prior to joining Sadot, Ms. Jorge was with Olam International in Sao Paulo, Brazil where she started as the Company’s head of grains and was quickly elevated to Olam’s regional head of grain operations across Latin America with additional responsibilities as country head for Brazil, handling more than US$1 billion in trading volume. In this role she supported all business units with risk management solutions and structured financing. At Olam, Ms. Jorge crafted the requisite business strategies, organizational structure and capital assets to develop the Company’s robust origination and trading operations. She also led all hedging including grain pricing and currencies as well as ocean freight contracting. Prior to Olam, Ms. Jorge served as a Senior Grains Trader for Cargill Agricola S/A in Brazil where she managed trading operations and the P&L for wheat and corn. At Cargill, Ms. Jorge led the logistics for more than 7 million metric tons of grains across numerous grain elevators and 10 ports in Brazil to maximize supply chain efficiencies. She was also responsible for hedging decisions across domestic cash purchases as well as daily pricing strategies for the origination team based on the international and local price parities. Earlier in her career, she worked J. Macedo S/A in their agricultural importing business. Ms. Jorge earned a Bachelor’s degree in Business Administration from the Universidade de Osasco in Brazil and an MBA in Global Trade from the University of Dallas. She also earned a Masters degree in Agri-Business from Kansas State University. Jennifer Black . Ms. Black has served as Chief Financial Officer of Sadot Group, Inc. since January 2, 2022. Ms. Black is an experienced Chief Financial Officer with a demonstrated history of working with public and private equity backed organizations. Prior to joining the Company, from September 2018 through December 2021, Ms. Black served as the Chief Financial Officer for Eagle Pressure Control LLC (“Eagle”) and Talon Pressure Control, oilfield service companies. From October 2015 through September 2018, Ms. Black served as the Controller for AG Resource Management, a private equity backed agriculture lending company, and as the Controller for Basic Energy Services, an oil and gas services company, from January 2013 through October 2015. Ms. Black has also held various other roles including Vice President of SEC reporting with OMNI American Bank and Audit Manager with RSM McGladrey. In November 2020, Eagle, as a result of various events including an oil and gas work related incident, decline of oil and gas prices and the impact from COVID-19, filed for bankruptcy protection under Subchapter V under Chapter 11 in the US Bankruptcy Court, Southern District of Texas (Houston) (Bankruptcy Petition #: 20-35474). Ms. Black is a Certified Public Accountant. Ms. Black received a Master of Business Administration from Jack Welch Management Institute in 2018 and Bachelor of Science in Accounting and Finance from Texas Tech University in 2003. Based on her education and extensive experience in the financial and accounting industries, we have deemed Ms. Black fit to serve as our Chief Financial Officer. Michael J. Roper. Mr. Roper is currently our Chief Governance and Compliance Officer since February 10, 2025. Mr Roper served as Chief Executive Officer, of Sadot Group Inc since May 1, 2018 to February 9, 2025. Mr. Roper, along with the executive management team, led the Company’s IPO in 2019. In 2022, he led the efforts in a transformational strategic shift of the company operations from a US centric restaurant brand operator and franchisor to a growing participant in the global agri-commodity supply chain. Mr. Roper has unique experience ranging from owning and operating several franchise locations through the corporate executive levels. From May 2015 through October 2017, Mr. Roper served as Chief Executive Officer of Taco Bueno where he was responsible for defining strategy and providing leadership to 162 company-owned and operated locations along with 23 franchised locations. From March 2014 through May 2015, Mr. Roper served as the Chief Operating Officer of Taco Bueno and from July 2013 through March 2014 as the Chief Development and Technology Officer of Taco Bueno. Prior to joining Taco Bueno, Mr. Roper was a franchise owner and operator of a IMS Barter franchise and held several roles with Quiznos Sub from 2000 to 2012 starting as a franchise owner and culminating in his appointment as the Chief Operating Officer/Executive Vice President of Operations in 2009. Mr. Roper received a Bachelor of Science in Business and General Management from Northern Illinois University. Based on his education and extensive experience in the restaurant/franchise industry, we have deemed Mr. Roper fit to serve as our principal executive officer. Kevin Mohan . Mr. Mohan has served on the board and been Chief Investment Officer of the Company since May 2018, where he was pivotal in transforming the company's leadership and strategic direction. He successfully recruited a new executive management team and guided the company through its Initial Public Offering (IPO) in 2019. During his tenure, Mr. Mohan initiated several financial strategies, including the landmark agreement with Aggia LLC FZ, resulting in the formation of Sadot LLC. Under this new structure, the Company achieved extraordinary growth, with topline sales increasing from $10 million to over $550 million and net income surpassing $11 million in the first year. Mr. Mohan brings over two decades of experience in C-level roles across various industries, including capital markets, real estate, private equity, and commodities trading, where he was a licensed trader in the early 2000s. His diverse background, combined with his strategic leadership, positions him as an invaluable asset in driving long-term success and growth for Sadot Group. Based on his experience as an entrepreneur and as a result of his role as an executive with Sadot Group, we have deemed Mr. Mohan fit to serve on the Board. 48 Table of Contents Kenneth Miller. Mr. Miller has served as Chief Operating Officer of Sadot Group, Inc. since September 26, 2018. Mr. Miller has served in the restaurant business for an extensive portion of his career. Prior to joining us as Chief Operating Officer in September 2018, Mr. Miller served as the Senior Vice President of Operations for Dickey’s BBQ Restaurant from April 2018 through September 2018 and in various capacities with Taco Bueno Restaurants, LP from October 2013 through April 2018 culminating in the position of Senior Vice President of Operations. Mr. Miller received a Bachelor of Arts in Business/Exercise Science from Tabor College in 1991. Based on his education and extensive experience in the restaurant/franchise industry, we have deemed Mr. Miller fit to serve as our Chief Operating Officer. Aimee Infante. Ms. Infante has served as the Chief Marketing Officer of Sadot Group, Inc. since May 6, 2019. Ms. Infante had previously served as the Vice President of Marketing of each of Muscle Maker Development, LLC and Muscle Maker Corp., LLC since August 25, 2017 and September 15, 2017, respectively. From June 6, 2017 to September 15, 2017, she was the Vice President of Marketing of Muscle Maker Brands Conversion, Inc. From February 2016 through June 5, 2017, she served as the Vice President of Marketing of Muscle Maker Brands, LLC, which converted into Muscle Maker Brands Conversion, Inc. on June 6, 2017. From January 2015 through January 2016, Ms. Infante served as our Director of Marketing of Muscle Maker Brands. Ms. Infante was Director of Marketing of Muscle Maker Franchising from October 2014 to January 2015. Ms. Infante was employed by Qdoba Mexican Grill in Denver, Colorado from November 2010 to April 2014, serving as Regional Marketing Specialist from November 2010 to October 2012 and Marketing Manager from October 2012 to April 2014. Ms. Infante holds a Bachelor of Science in Marketing from Rider University. Based on her education and extensive experience in the restaurant/franchise industry, we have deemed Ms. Infante fit to serve as our Chief Marketing Officer. Mark McKinney . Mr. McKinney brings more than 30 years of domestic and international C-Level experience across various industries, six countries and three continents. Most recently, Mr. McKinney served as Chief Operating Officer of Local Bounti, a leading Ag-tech company specializing in indoor farming. During his tenure, Mr. McKinney was instrumental in the successful execution of the company’s initial public offering on the NYSE, establishing Local Bounti as a key player in the industry. Prior to Local Bounti, from 2018 to 2021, Mr. McKinney was Chief Operating Officer at Fruit Growers (Sunkist Cooperative) where he managed multiple business verticals and supply chain operations supporting 39 packing houses and thousands of Sunkist growers. From 2015 through 2017, Mr. McKinney was CEO of Al Ghurair Foods, where he managed nine business lines with operations in four countries. From 1993 to 2015, Mr. McKinney served in various senior roles at the Dole Food Company, including Senior Director positions in Dole Asia, Ltd. and Dole Europe S.A., President and Managing Director of Dole Thailand and President of Dole Packaged Foods Asia. Mr. McKinney’s career includes several Board and Advisory roles. He holds an MBA from Claremont University’s Peter F. Drucker Graduate Management Center and a Bachelor of Science degree in Chemical Engineering from California Polytechnic University, Pomona. Based on his international, supply chain support and business experience, the Company has deemed Mr. McKinney as a fit to serve on the Board and as Chairman of the Board. Stephen A. Spanos. Mr. Spanos has provided financial and accounting consulting services for both privately held and public companies. From 2009 to 2013, Mr. Spanos served as the Chief Financial Officer of Orion Seafood International, Inc., a marketer of frozen lobster products, and as the Controller of Reef Point Systems, a provider of security solutions for converged wireless and wireline networks in the United States, from 2005 to 2013. Mr. Spanos served as an audit manager for BDO USA, LLP and as an auditor for Ernst & Young. Mr. Spanos received his MBA and BS in Business Administration, Accounting and Finance from Boston University. Benjamin Petel. Mr. Petel has been engaged as a Business Development Specialist in the global agricultural commodity trading field for the past decade. His experience spans across the various aspects of international commodity trading, finance and operations. In addition, Mr. Petel has worked in other fields as a Business Development and strategic networking expert, initiating and executing multi-million dollar projects across the globe. Since 2019, Mr. Petel has been engaged as a Business Development Specialist and consultant to various agriculture and food companies in capacities ranging from corporate finance and M&A to commercial development and operational control. In addition, from 2015 and until 2019, Mr. Petel served as a strategic networking specialist in various fields and industries. Mr. Petel received a Bachelor of Arts in Business Administration and General Management from Bar-Ilan University in 2014. Based on his experience within the commodity trading industry, the Company has deemed Mr. Petel as a fit to serve on the Board. Na Yeon (“Hannah”) Oh. Ms. Oh is an expert strategist, advisor and an investor across climate and agri-food-water sector, after having spent 15 years as corporate executive at Bayer where she held various roles in public affairs, marketing, supply chain and commercial operations. She also serves as a board member to sustainable mineral fertilizer company listed in TSX. Her expertise includes sustainability, impact investing, blockchain and AI led decarbonization measurement reporting and verification, go-to-market and commercialization strategies. Ms. Oh graduated from Macalester College with a BA in Economics and Asian Studies. Based on her experience within the agri-food industry, the Company has deemed Ms. Oh as a fit to serve on the Board. 49 Table of Contents Ray Shankar. Mr. Shankar has been a Partner since 2019 at Oon & Bazul LLP, a prominent regional law firm where he manages the Private Wealth and Family Office Practice. He routinely advises ultra-high net worth families on the structuring of their family offices, tax and immigration incentive applications as well as legacy planning. Mr. Shankar specializes in advising on the establishment of family offices, which includes legacy and estate planning, wills, trusts, family charters/constitutions, tax efficient structures and succession planning. Prior to joining Oon & Bazul LLP, Mr. Shankar served as the Managing Director of Ring City Limited, a group of operating companies in various sectors. Mr. Shankar received his Bachelor of Laws (LLB) from the National University of Singapore. Based on his legal, finance and business experience, the Company has deemed Mr. Shankar as a fit to serve on the Board. Marvin Yeo. Mr. Yeo is an experienced executive with over 25 years of experience in finance, strategy and entrepreneurship. From 2014 through present, Mr. Yeo has served as the founding partner of Golden Rock Capital, a pan-Asia focused strategic advisory firm that focuses on mergers and acquisitions, corporate finance and private equity. Prior to founding Golden Rock Capital, Mr. Yeo held a number of rolls with Frontier Investment & Development Partners, Asian Development Bank, Barclays Capital, Nomura International and Deutsche Bank. Mr. Yeo received his Bachelor of Engineering from Monash University, Chartered Financial Analyst certificate from the CFA Institute and an MBA from Insead. Based on his finance and business experience, the Company has deemed Mr. Yeo as a fit to serve on the Board. Paul Sansom. Mr. Sansom is an experienced international executive with recent achievements in high growth business start-ups, Series A fund raising and restructuring. Currently Mr. Sansom serves as a Board member and Chief Financial Officer of InterGen Limited a privately owned power producing business in the UK. In addition he is senior partner with Energy Captal Group a Private Equity business based in the Middle East. Previously Mr. Sansom has served as the Chief Financial Officer and Chief Operating Officer for HMS Services Sarl, a single-family office. From 2016 through 2019, Mr. Sansom served as the General Manager for Al Ghurair Projects based in Dubai. Prior to 2016, Mr. Sansom held roles with Viking Services, Brightpoint Inc. and PepsiCo International. Mr. Sansom serves as the Audit Chair for Immensa International. Mr. Sansom received a BA in Economics from the City of London and is a qualified UK Chartered Management Accountant. Based on his start-up, finance and business experience, the Company has deemed Mr. Sansom as a fit to serve on the Board. David Errington. Mr. Errington brings more than 20 years of experience in Sustainability and Environmental Sector with 13 years regional expertise in the Gulf Cooperation Council, including KSA, Bahrain, Qatar, Kuwait, UAE and Oman. Since January 2020, Mr. Errington has worked in various senior management roles within the Saudi Investment Recycling Company and is currently providing executive support as an operations consultant. From January 2014 through December 2019, Mr. Errington was employed by Ecolog International FZE, a leading provider of supply chain, construction, technology, facility management and environmental services, providing turnkey and customized solutions to governments and defense, humanitarian organizations and commercial clients in the sectors of oil & gas, mining, energy and infrastructure projects. Mr. Errington received a BSc (Hons) Chemistry from the University of Durham. Based on his sustainability and environmental sector business experience, the Company has deemed Mr. Errington as a fit to serve on the Board. Ahmed Khan, EngD. Dr. Khan brings more than 15 years of experience in research and development (R&D) and operations, with experience in various sectors, including environment & sustainability management & the automotive sector. Most recently, Dr. Khan led a team of engineers and laboratories at Saudi Investment Recycling Company, which advises government agencies on waste management strategies and ensures compliance with regulatory bodies, and is responsible for developing and executing sustainability, carbon reduction and circular economy initiatives and programs. Currently Dr Khan has a particular focus on solutions that address water scarcity, food security, resource recovery and carbon capture as well as having an in-depth knowledge in GHG Emissions Accounting and Carbon Credits. Dr. Khan holds a Doctorate in Biochemical Engineering. Based on his research and development and environmental management experience, the Company has deemed Dr. Khan as a fit to serve on the Board. Claudio Torres, Mr. Torres brings extensive experience in global agriculture having served in various executive roles at several international organizations. Since January 2021, Mr. Torres has served as a private consultant to European agriculture companies as well as investment funds focused on agriculture tech. From July 2017 to July 2020, Mr. Torres served as Managing Director Syngenta Seeds – LATAM and Syngenta Seeds – China. Prior to 2017, Mr. Torres served as President in SEWU Segar Nusantara, Global CEO at Advanta Seeds, Managing Director at Monsanto Singapore and various executive roles at Monsanto Chile. Mr. Torres received his Master of Applied Finances from the School of Business Economic, Universidad Del Desarrollo, Santiago, Chile, Master of Business Administration (MBA) from A. B. Freeman School of Business, Tulane University, New Orleans, Louisiana and Agricultural Engineer (B.Sc. 5 Years) from the Pontificia Universidad Católica, Santiago, Chile. Based on his global agricultural business experience, the Company has deemed Mr. Torres as fit to serve on the Board. 50 Table of Contents Family Relationships There are no family relationships among any of our executive officers and directors. Corporate Governance Board of Directors and Board Committees Our stock (symbol: SDOT) is listed on the NASDAQ capital market. Under the rules of Nasdaq, “independent” directors must make up a majority of a listed company’s board of directors. In addition, applicable NASDAQ rules require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent within the meaning of the applicable NASDAQ rules. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. Our board of directors currently consists of eleven (11) members. Our board of directors has determined that Stephen Spanos, Ray Shankar, Mark McKinney, David Errington, Marvin Yeo, Paul Sansom, Dr. Ahmed Kahn and Claudio Torres, qualify as independent directors in accordance with the Nasdaq Capital Market (“Nasdaq”) listing requirements. Kevin Mohan, Benjamin Petel, and Hannah Oh are not considered independent. Nasdaq’s independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three (3) years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, our board of directors has made a subjective determination as to each independent director that no relationships exist that, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers. As required under NASDAQ rules and regulations and in expectation of listing on NASDAQ, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. Board Leadership Structure and Board’s Role in Risk Oversight Mark McKinney is the Chairman of the Board. The Chairman has authority, among other things, to preside over the Board meetings and set the agenda for the Board meetings. Accordingly, the Chairman has substantial ability to shape the work of our Board. We currently believe that separation of the roles of Chairman and Chief Executive Officer ensures appropriate oversight by the Board of our business and affairs. However, no single leadership model is right for all companies and at all times. The Board recognizes that depending on the circumstances, other leadership models, such as the appointment of a lead Independent director, might be appropriate. Accordingly, the Board may periodically review its leadership structure. In addition, following the qualification of the offering, the Board will hold executive sessions in which only independent directors are present. Our Board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities. Our principal source of risk falls into two categories, financial and product commercialization. The audit committee oversees management of financial risks; our Board regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated with each. Our Compensation Committee is expected to oversee risk management as it relates to our compensation plans, policies and practices for all employees including executives and directors, particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a material adverse effect on the Company. Committees of the Board of Directors The Board of Directors has already established an Audit Committee (the “Audit Committee”), a Compensation Committee (the “Compensation Committee”), a Sustainability Committee (the "Sustainability Committee") and a Nominating and Corporate Governance Committee (“Governance Committee”). The composition and function of each committee are described below. 51 Table of Contents Audit Committee The Audit Committee has three members, including Messrs. McKinney, Spanos and Sansom. Mr. Spanos serves as the chairman of the Audit Committee and satisfies the definition of “audit committee financial expert”. Our Audit committee is authorized to: • approve and retain the independent auditors to conduct the annual audit of our financial statements; • review the proposed scope and results of the audit; • review and pre-approve audit and non-audit fees and services; • review accounting and financial controls with the independent auditors and our financial and accounting staff; • review and approve transactions between us and our directors, officers and affiliates; • recognize and prevent prohibited non-audit services; and • establish procedures for complaints received by us regarding accounting matters; oversee internal audit functions, if any. Compensation Committee The Compensation Committee has two members, including Messrs. McKinney and Shankar. Mr. Shankar serves as the chairman of the Compensation Committee. Our Compensation Committee is authorized to: • review and determine the compensation arrangements for management; • establish and review general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals; • administer our stock incentive and purchase plans; and • review the independence of any compensation advisers. Sustainability Committee The Sustainability Committee has three members, including Messrs. Petel, Yeo, and Ms. Oh. Mr. Patel serves as the chairman of the Sustainability Committee. Our Sustainability Committee's duties include reviewing and making recommendations to the Board on, the Company's policy and performance in relation to sustainability-related matters, including: • health and safety; • process safety; • the environment; • climate change; • human rights; • historical cultural heritage and land access; 52 Table of Contents • community relations; • ESG and impact initiatives and implementation. Nominating and Corporate Governance Committee The Governance Committee has three members, including Messrs. Errington, Khan and Shankar. Mr. Errington serves as the chairman of the Governance Committee. The functions of our Governance Committee, among other things, include: • identifying individuals qualified to become board members and recommending director; • nominees and board members for committee membership; • developing and recommending to our board corporate governance guidelines; • review and determine the compensation arrangements for directors; and • overseeing the evaluation of our board of directors and its committees and management. Our goal is to assemble a Board that brings together a variety of skills derived from high quality business and professional experience. Compensation Committee Interlocks and Insider Participation None of the members of our Compensation Committee, at any time, has been one of our officers or employees. Except for Mr. Mohan, none of our executive officers currently serves, or in the past year has served, as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive officers on our Board of Directors or Compensation Committee. For a description of transactions between us and members of our Compensation Committee and affiliates of such members, please see “Certain Relationships and Related Party Transactions”. Board Diversity Matrix (as of December 31, 2024): The Board believes that a diverse membership having a variety of skills, styles, experience and competencies is an important feature of a well-functioning board. Accordingly, the Board believes that diversity of viewpoints, backgrounds and experience (inclusive of gender, age, race and ethnicity) should be a consideration in Board succession planning and recruiting. In recent years, the Governance Committee has taken this priority to heart in its nominations process, and the diversity of the Board has grown significantly. The Nasdaq Stock Market, LLC Listing Rules’ (the “NASDAQ Listing Rules”) objective for listed companies to have at least two diverse directors, including one who self-identifies as female and one who self-identifies as either an underrepresented minority or LGBTQ+. The chart below provides certain information regarding the diversity of the Board as of December 31, 2024. Total Number of Directors Male Female Gender undisclosed Part I: Gender Identity Directors 10 1 — Part II: Demographic Background White 6 — — Asian 2 1 — Two or more races or ethnicities 1 — — Did not disclose demographic background 1 — — LGBTQ+ — — — 53 Table of Contents Code of Business Conduct and Ethics We have adopted a code of business conduct and ethics that applies to all our employees, officers and directors, including those officers responsible for financial reporting. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company’s executive officers, directors, and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s common stock. Such officers, directors, and persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms that they file with the SEC. To our knowledge, based solely on review of the copies of such reports and amendments to such reports with respect to the year ended December 31, 2024, filed with the SEC, all required Section 16 reports under the Exchange Act for our directors, executive officers, principal accounting officer and beneficial owners of greater than 10% of our common stock were filed on a timely basis during the year ended December 31, 2024. During the year ended December 31, 2024, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K). Item 11. Executive Compensation Summary Compensation Table The following Summary Compensation Table sets forth all compensation earned in all capacities during the fiscal years ended December 31, 2024 and 2023 by (i) our principal executive officer, (ii) our two most highly compensated executive officers, other than our principal executive officer, who were serving as executive officers as of December 31, 2024 and whose total compensation for the 2024 fiscal year, as determined by Regulation S-K, Item 402, exceeded $100,000, (iii) a person who would have been included as one of our two most highly compensated executive officers, other than our principal executive officer, but for the fact that he was not serving as one of our executive officers as of December 31, 2024, (the individuals falling within categories (i), (ii) and (iii) are collectively referred to as the “Named Executive Officers”): Year Salary Bonus (a) Stock Award Option Awards Non-Equity Incentive Plan Compensation Non-Qualified Deferred Compensation Earnings All Other Compensation Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 Michael J. Roper Chief Executive Officer of Sadot Group Inc. 2024 350 165 210 (b) — (c) — — — 725 2023 350 225 131 76 (d) — — — 782 Jennifer Black Chief Financial Officer of Sadot Group Inc. 2024 300 160 165 (e) — (f) — — — 625 2023 264 225 65 76 (g) — — — 630 Kevin Mohan Chief Investing Officer of Sadot Group Inc. 2024 200 150 185 (h) — (i) — — — 535 2023 200 200 131 76 (j) — — — 607 (a) Bonuses are earned in the year noted and paid out subsequently. (b) Michael Roper was granted restricted stock awards on March 25, 2024 to acquire 20,000 shares of common stock, vesting quarterly over twelve quarters, commencing June 30, 2024. Michael was also granted restricted stock awards on November 18, 2024 to acquire 44,642 shares of common stock, vesting quarterly over twelve quarters, commencing December 31, 2024. (c) Michael Roper was granted restricted stock awards on December 19, 2023, to acquire 30,000 shares of common stock, vesting quarterly over twelve quarters, commencing March 31, 2024. 54 Table of Contents (d) Jennifer Black was granted restricted stock awards on March 25, 2024 to acquire 10,000 shares of common stock, vesting quarterly over twelve quarters, commencing June 30, 2024. Jennifer was also granted restricted stock awards on November 18, 2024 to acquire 40,178 shares of common stock, vesting quarterly over twelve quarters, commencing December 31, 2024. (e) Jennifer Black was granted restricted stock awards on December 19, 2023, to acquire 15,000 shares of common stock, vesting quarterly over twelve quarters, commencing March 31, 2024. (f) Kevin Mohan was granted restricted stock awards on March 25, 2024 to acquire 20,000 shares of common stock, vesting quarterly over twelve quarters, commencing June 30, 2024. Kevin was also granted restricted stock awards on November 18, 2024 to acquire 37,202 shares of common stock, vesting quarterly over twelve quarters, commencing December 31, 2024. (g) Kevin Mohan was granted restricted stock awards on December 19, 2023, to acquire 30,000 shares of common stock, vesting quarterly over twelve quarters, commencing March 31, 2024. (h) Michael Roper was granted a stock options to acquire 3,107 shares and 6,893 shares of common stock on February 27, 2023 and March 15, 2023, respectively. (i) Jennifer Black was granted a stock option to acquire 10,000 shares of common stock on February 27, 2023. (j) Kevin Mohan was granted a stock option to acquire 10,000 shares of common stock on February 27, 2023. A summary of option activity during the years ended December 31, 2024 and 2023 is presented below: Weighted-average exercise price Number of options Weighted-average remaining life (in years) Aggregate intrinsic value $ $’000 Outstanding, December 31, 2022 15.23 41,250 3.53 156 Granted 15.05 60,000 5.42 — Exercised — — N/A — Forfeited 33.94 (18,500) N/A — Outstanding, December 31, 2023 10.91 82,750 4.26 — Granted — — N/A — Exercised — — N/A — Forfeited 15.05 (1,500) N/A — Outstanding, December 31, 2024 10.84 81,250 3.17 — Exercisable and vested, December 31, 2024 10.03 36,926 3.07 — On February 27, 2023, we issued options to purchase an aggregate of 38,107 shares of our common stock. The options had an exercise price of $15.05 per share and vest ratably over 20 quarters with the first vesting occurring on March 31, 2023. On March 15, 2023, we issued options to purchase 6,893 shares of our common stock. The options had an exercise price of $15.05 per share and vest ratably over 20 quarters with the first vesting occurring on March 31, 2023. On November 27, 2023, there were 10,000 shares forfeited upon the expiration of the options. On December 21, 2023, there were 8,500 shares forfeited upon the departure of board members. On January 21, 2024 there were 1,500 shares forfeited upon the expiration of the options. 55 Table of Contents Employment Agreements Catia Jorge On February 10, 2025, the Company and Sadot Brasil Ltda. (“Sadot Brasil”), the Company’s wholly owned subsidiary, entered into an Employment Agreement with Ms. Jorge effective February 10, 2025. During the term of the Employment Agreement, Ms. Jorge will serve as Chief Executive Officer for both the Company and Sadot Brasil and will be entitled to a base salary at the annualized rate of $0.3 million. In addition, Ms. Jorge will be entitled to a one time bonus of $0.5 million of which half will be payable upon the 90 day anniversary of her engagement and the balance to be paid on the 180 day anniversary (the “Bonus”). Ms. Jorge will also receive a one time grant of $0.1 million in restricted stock grants. Further, the Company will make a contribution of up to $16.0 thousand per annum contribution to a private pension plan. The restricted stock grant vests quarterly over one year in equal quarterly installments commencing January 1, 2025, which shall be priced and issued on the third trading day immediately following the filling the Form 10K Annual Report for such applicable year. The per share price will be the closing price immediately prior to the date of each grant. If Ms. Jorge is terminated by the Company for any reason other than cause Ms. Jorge will be entitled to a severance package of 18 months of salary. Ms. Jorge’s compensation, which, except for the Bonus, is denominated in Brazilian Real, has been converted to U.S. Dollars for the purpose of this disclosure. Please note that the conversion rate used for disclosure purposes is is 6 Reais to every 1 U. S. Dollar as of February 10, 2025. Actual payments to Ms. Jorge will be made in Brazilian Real, and the amounts received may vary based on fluctuations in the exchange rate at the time of payment. This disclosure is intended to provide transparency regarding the compensation agreed upon in the Brazilian Real currency, which is the operational currency for Mr. Jorge’s compensation unless noted otherwise. Jennifer Black On February 9, 2025 the Company entered into an Executive Employment Agreement with Jennifer Black (the “Black Agreement”), which replaced her prior employment agreement. Pursuant to the Executive Employment Agreement entered with Ms. Black (the “Black Agreement”), Ms. Black will continue to serve as Chief Financial Officer, reporting directly to the Company’s Chief Executive Officer. During the term of the Black Agreement, Ms. Black is entitled to a base salary at the annualized rate of $0.4 million consisting of an annual cash salary of $0.3 million and an annual restricted stock grant of $0.1 million vesting quarterly over one year in equal quarterly installments commencing January 1, 2025 which shall be priced and issued on the third trading day immediately following the filing of the Form 10K Annual Report for such applicable year. Ms. Black will be eligible for a discretionary performance bonus to be determined by the Board annually with the annual bonus for the year ended December 31, 2025 to be equal to 75% of the cash salary. If Ms. Black is terminated for any reason, she will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such equity grant. If Ms. Black is terminated by the Company for any reason other than cause or resigns for a good reason, Ms. Black will be entitled to a severance payment equal 12 months of the annual compensation, all bonuses earned and all equity compensation shall be fully accelerated. Michael Roper On February 9, 2025 the Company entered into an Executive Employment Agreement with Michael Roper (the “Roper Agreement”), which replaced his prior employment agreement. Pursuant to the Roper Agreement, Mr. Roper will transition to the role of Chief Governance and Compliance Officer, reporting directly to the Company’s Chief Executive Officer. During the term of the Roper Agreement, Mr. Roper is entitled to a base salary at the annualized rate of $0.4 million consisting of an annual cash salary of $0.3 million and an annual restricted stock grant of $0.1 million vesting quarterly over one year in equal quarterly installments commencing January 1, 2025 which shall be priced and issued on the third trading day immediately following the filing of the Form 10K Annual Report for such applicable year. Mr. Roper will be eligible for a discretionary performance bonus to be determined by the Board annually with the annual bonus for the year ended December 31, 2025 to be equal to 75% of the cash salary. If Mr. Roper is terminated for any reason, he will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such equity grant. If Mr. Roper is terminated by the Company for any reason other than cause or resigns for a good reason, Mr. Roper will be entitled to a severance payment equal 18 months of the annual compensation, all bonuses earned and all equity compensation shall be fully accelerated. 56 Table of Contents Kevin Mohan On November 16, 2022, the Company entered into an Executive Employment Agreement with Kevin Mohan (the “Mohan Agreement”), which replaced his prior employment agreement. Pursuant to the Mohan Agreement, Mr. Mohan will continue to be employed as Chief Investment Officer of the Company on an at will basis. During the term of the Employment Agreement, Mr. Mohan is entitled to a base salary at the annualized rate of $0.2 million. Mr. Mohan will be eligible for a discretionary performance bonus up to 75% of his annual salary. If Mr. Mohan is terminated for any reason, he will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such stock option. If Mr. Mohan is terminated by the Company for any reason other than cause or resigns for a good reason, Mr. Mohan will be entitled to a severance payment equal to 36 months of salary, which will be reduced to six months following the second anniversary of the Mohan Agreement, and all equity compensation shall be fully accelerated. Kenn Miller On November 16, 2022, the Company entered into an Executive Employment Agreement with Kenn Miller (the “Miller Agreement”), which replaced his prior employment agreement. Pursuant to the Miller Agreement, Mr. Miller will continue to be employed as Chief Operating Officer of the Company on an at will basis. During the term of the Miller Agreement, Mr. Miller is entitled to a base salary at the annualized rate of $0.3 million. Mr. Miller will be eligible for a discretionary performance bonus up to 75% of his annual salary. If Mr. Miller is terminated for any reason, he will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such stock option. If Mr. Miller is terminated by the Company for any reason other than cause or resigns for a good reason, Mr. Miller will be entitled to a severance payment equal to 36 months of salary, which will be reduced to 12 months following the second anniversary of the Miller Agreement, and all equity compensation shall be fully accelerated. Aimee Infante On November 16, 2022, the Company entered into an Executive Employment Agreement with Aimee Infante (the “Infante Agreement”), which replaced her prior employment agreement. Pursuant to the Infante Agreement, Ms. Infante will continue to be employed as Chief Marketing Officer of the Company on an at will basis. During the term of the Infante Agreement, Ms. Infante is entitled to a base salary at the annualized rate of $0.2 million. Ms. Infante will be eligible for a discretionary performance bonus up to 25% of her annual salary. If Ms. Infante is terminated for any reason, she will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such stock option. If Ms. Infante is terminated by the Company for any reason other than cause or resigns for a good reason, Ms. Infante will be entitled to a severance payment equal to 36 months of salary, which will be reduced to six months following the second anniversary of the Infante Agreement, and all equity compensation shall be fully accelerated. Elements of Compensation Base Salary Messrs. Roper, Miller, Mohan, and Mmes. Jorge, Black and Infante received a fixed base salary in an amount determined in accordance with their then employment agreement with Sadot Group Inc., and based on a number of factors, including: • The nature, responsibilities and duties of the officer’s position; • The officer’s expertise, demonstrated leadership ability and prior performance; • The officer’s salary history and total compensation, including annual cash bonuses and long-term incentive compensation; and • The competitiveness of the market for the officer’s services. Bonus Messrs. Roper, Mohan and Mrs. Black earned discretionary performance-based bonuses during the years ended December 31, 2024, and 2023, pursuant to their employment agreements. 57 Table of Contents Restricted Stock Award In fiscal year 2023, we issued 75,000 shares of our restricted common stock, with a fair value of $0.3 million, to three members of our executive team. In fiscal year 2024, we issued172,022 shares of our restricted common stock, with a fair value of $0.6 million, to three members of our executive team. Stock Options On February 27, 2023, we issued options to purchase an aggregate of 38,107 shares of our common stock. The options had an exercise price of $15.05 per share and vest ratably over 20 quarters with the first vesting occurring on March 31, 2023. On March 15, 2023, we issued options to purchase 6,893 shares of our common stock. The options had an exercise price of $15.05 per share and vest ratably over 20 quarters with the first vesting occurring on March 31, 2023. On December 21, 2023, there were 8,500 shares forfeited upon the departure of board members. On January 21, 2024 there were 1,500 shares forfeited upon the expiration of the options. Equity Incentive Plans 2021 Plan The Company’s board of directors and shareholders approved and adopted on October 7, 2021 the 2021 Equity Incentive Plan (“2021 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2021 Plan, the Company reserved 150,000 shares of common stock for issuance. As of the date of the issuance of these Consolidated Financial Statements 65,643 shares have been issued and 74,357 option to purchase shares have been awarded under the 2021 Plan. 2023 Plan The Company’s board of directors and shareholders approved and adopted on February 28, 2023 the 2023 Equity Incentive Plan (“2023 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2023 Plan, the Company reserved 250,000 shares of common stock for issuance. As of the date of the issuance of these Consolidated Financial Statements 242,404 shares of common stock for issuance have been issued and 6,893 option to purchase shares have been awarded under the 2023 Plan. 2024 Plan The Company’s board of directors and shareholders approved and adopted on October 27, 2023 the 2024 Equity Incentive Plan (“2024 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2024 Plan, the Company reserved 750,000 shares of common stock for issuance. As of December 31, 2024, 401,936 shares have been issued under the 2024 Plan. 58 Table of Contents Administration The Company’s Board of Directors or a committee appointed by the Board (the “Committee”) will administer the Plan. The Committee will have the authority, without limitation (i) to designate Participants to receive Awards, (ii) determine the types of Awards to be granted to Participants, (iii) determine the number of shares of common stock to be covered by Awards, (iv) determine the terms and conditions of any Awards granted under the Plan, (v) determine to what extent and under what circumstances Awards may be settled in cash, shares of common stock, other securities, other Awards or other property, or canceled, forfeited or suspended, (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award shall be made; (vii) interpret, administer, reconcile any inconsistency in, settle any controversy regarding, correct any defect in and/or complete any omission in this Plan and any instrument or agreement relating to, or Award granted under, this Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of this Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; (x) reprice existing Awards with shareholder approval or to grant Awards in connection with or in consideration of the cancellation of an outstanding Award with a higher price; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Plan. The Committee will have full discretion to administer and interpret the Plan and to adopt such rules, regulations and procedures as it deems necessary or advisable and to determine, among other things, the time or times at which the awards may be exercised and whether and under what circumstances an award may be exercised. Eligibility Employees, directors, officers, advisors and consultants of the Company or its affiliates are eligible to participate in the Plan and are referred to as “Participants”. The Committee has the sole and complete authority to determine who will be granted an Award under the Plan, however, it may delegate such authority to one or more officers of the Company under the circumstances set forth in the Plan. Number of Shares Authorized Up to approximately 150,000 shares of common stock may be issued pursuant to awards granted under the 2021 Plan, 250,000 under the 2023 Plan and 750,000 under the 2024 Plan. If an Award is forfeited, canceled, or if any Option terminates, expires or lapses without being exercised, the Common Stock subject to such Award will again be made available for future grant. However, shares that are used to pay the exercise price of an Option or that are withheld to satisfy the Participant’s tax withholding obligation will not be available for re-grant under the Plan. If there is any change in the Company’s corporate pro or structure, the Committee in its sole discretion may make substitutions or adjustments to the number of shares of common stock reserved for issuance under the Plan, the number of shares covered by Awards then outstanding under the Plan, the limitations on Awards under the Plan, the exercise price of outstanding Options and such other equitable substitution or adjustments as it may determine appropriate. The Plan has a term of ten years and no further Awards may be granted under the Plan after that date. Awards Available for Grant The Committee may grant Awards of Non-Qualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Stock Bonus Awards, Performance Compensation Awards (including cash bonus awards) or any combination of the foregoing. Notwithstanding, the Committee may not grant to any one person in any one calendar year Awards (i) for more than 50% of the Available Shares in the aggregate or (ii) payable in cash in an amount exceeding $10,000,000 in the aggregate. 59 Table of Contents Options The Committee will be authorized to grant Options to purchase Common Stock that are either “qualified,” meaning they are intended to satisfy the requirements of Code Section 422 for Incentive Stock Options, or “non-qualified,” meaning they are not intended to satisfy the requirements of Section 422 of the Code. Options granted under the Plan will be subject to the terms and conditions established by the Committee. Under the terms of the Plan, unless the Committee determines otherwise in the case of an Option substituted for another Option in connection with a corporate transaction, the exercise price of the Options will not be less than the fair market value (as determined under the Plan) of the shares of common stock on the date of grant. Options granted under the Plan will be subject to such terms, including the exercise price and the conditions and timing of exercise, as may be determined by the Committee and specified in the applicable award agreement. The maximum term of an Option granted under the Plan will be ten years from the date of grant (or five years in the case of an Incentive Stock Option granted to a 10% stockholder). Payment in respect of the exercise of an Option may be made in cash or by check, by surrender of unrestricted shares of Common Stock (at their fair market value on the date of exercise) that have been held by the participant for any period deemed necessary by the Company’s accountants to avoid an additional compensation charge or have been purchased on the open market, or the Committee may, in its discretion and to the extent permitted by law, allow such payment to be made through a broker-assisted cashless exercise mechanism, a net exercise method, or by such other method as the Committee may determine to be appropriate. Stock Appreciation Rights The Committee will be authorized to award Stock Appreciation Rights (or “SARs”) under the Plan. SARs will be subject to such terms and conditions as established by the Committee. A SAR is a contractual right that allows a participant to receive, either in the form of cash, shares or any combination of cash and shares, the appreciation, if any, in the value of a share over a certain period of time. A SAR granted under the Plan may be granted in tandem with an option and SARs may also be awarded to a participant independent of the grant of an Option. SARs granted in connection with an Option shall be subject to terms similar to the Option which corresponds to such SARs. SARs shall be subject to terms established by the Committee and reflected in the award agreement. Restricted Stock The Committee will be authorized to award Restricted Stock under the Plan. Unless otherwise provided by the Committee and specified in an award agreement, restrictions on Restricted Stock will lapse after three years of service with the Company. The Committee will determine the terms of such Restricted Stock awards. Restricted Stock are shares of common stock that generally are non-transferable and subject to other restrictions determined by the Committee for a specified period. Unless the Committee determines otherwise or specifies otherwise in an award agreement, if the participant terminates employment or services during the restricted period, then any unvested restricted stock will be forfeited. Restricted Stock Unit Awards The Committee will be authorized to award Restricted Stock Unit awards. Unless otherwise provided by the Committee and specified in an award agreement, Restricted Stock Units will vest after three years of service with the Company. The Committee will determine the terms of such Restricted Stock Units. Unless the Committee determines otherwise or specifies otherwise in an award agreement, if the participant terminates employment or services during the period of time over which all or a portion of the units are to be earned, then any unvested units will be forfeited. At the election of the Committee, the participant will receive a number of shares of common stock equal to the number of units earned or an amount in cash equal to the fair market value of that number of shares at the expiration of the period over which the units are to be earned or at a later date selected by the Committee. Stock Bonus Awards The Committee will be authorized to grant Awards of unrestricted shares of common stock or other Awards denominated in shares of common stock, either alone or in tandem with other Awards, under such terms and conditions as the Committee may determine. 60 Table of Contents Performance Compensation Awards The Committee will be authorized to grant any Award under the Plan in the form of a Performance Compensation Award exempt from the requirements of Section 162(m) of the Code by conditioning the vesting of the Award on the attainment of specific performance criteria of the Company and/or one or more Affiliates, divisions or operational units, or any combination thereof, as determined by the Committee. The Committee will select the performance criteria based on one or more of the following factors: (i) revenue; (ii) sales; (iii) profit (net profit, gross profit, operating profit, economic profit, profit margins or other corporate profit measures); (iv) earnings (EBIT, EBITDA, earnings per share, or other corporate profit measures); (v) net income (before or after taxes, operating income or other income measures); (vi) cash (cash flow, cash generation or other cash measures); (vii) stock price or performance; (viii) total stockholder return (stock price appreciation plus reinvested dividends divided by beginning share price); (ix) economic value added; (x) return measures (including, but not limited to, return on assets, capital, equity, investments or sales, and cash flow return on assets, capital, equity, or sales); (xi) market share; (xii) improvements in capital structure; (xiii) expenses (expense management, expense ratio, expense efficiency ratios or other expense measures); (xiv) business expansion or consolidation (acquisitions and divestitures); (xv) internal rate of return or increase in net present value; (xvi) working capital targets relating to inventory and/or accounts receivable; (xvii) inventory management; (xviii) service or product delivery or quality; (xix) customer satisfaction; (xx) employee retention; (xxi) safety standards; (xxii) productivity measures; (xxiii) cost reduction measures; and/or (xxiv) strategic plan development and implementation. Transferability Each Award may be exercised during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative and may not be otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution. The Committee, however, may permit Awards (other than Incentive Stock Options) to be transferred to family members, a trust for the benefit of such family members, a partnership or limited liability company whose partners or stockholders are the Participant and his or her family members or anyone else approved by it. Amendment The Plan will have a term of ten years. The Company’s board of directors may amend, suspend or terminate the Plan at any time; however, shareholder approval to amend the Plan may be necessary if the law or SEC so requires. No amendment, suspension or termination will materially and adversely affect the rights of any Participant or recipient of any Award without the consent of the Participant or recipient. Change in Control Except to the extent otherwise provided in an Award or required by applicable law, in the event of a Change in Control, upon the occurrence of a Change in Control, the Committee is authorized, but not obligated, to make any of the following adjustments (or any combination thereof) in the terms and conditions of outstanding Awards: (a) continuation or assumption of outstanding Awards by the surviving company; (b) substitution by the surviving company of equity, equity-based and/or cash awards with substantially the same terms for outstanding Awards; (c) accelerated exercisability, vesting and/or lapse of restrictions under outstanding Awards immediately prior to the occurrence of the Change in Control; (d) upon written notice, provide that any outstanding Awards must be exercised, to the extent then exercisable, during a reasonable period determined by the Committee and at the end of such period, any unexercised Awards will terminate; and I cancellation of all or any portion of outstanding Awards for fair value (in the form of cash, shares or other property) and which value may be zero. U.S. Federal Income Tax Consequences The following is a general summary of the material U.S. federal income tax consequences of the grant and exercise and vesting of Awards under the Plan and the disposition of shares acquired pursuant to the exercise of such Awards. This summary is intended to reflect the current provisions of the Code and the regulations thereunder. However, this summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local and payroll tax considerations. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant. 61 Table of Contents Options There are a number of requirements that must be met for a particular Option to be treated as an Incentive Stock Option. One such requirement is that Common Stock acquired through the exercise of an Incentive Stock Option cannot be disposed of before the later of (i) two years from the date of grant of the Option, or (ii) one year from the date of its exercise. Holders of Incentive Stock Options will generally incur no federal income tax liability at the time of grant or upon exercise of those Options. However, the spread at exercise will be an “item of tax preference,” which may give rise to “alternative minimum tax” liability for the taxable year in which the exercise occurs. If the holder does not dispose of the shares before the later of two years following the date of grant and one year following the date of exercise, the difference between the exercise price and the amount realized upon disposition of the shares will constitute long-term capital gain or loss, as the case may be. Assuming both holding periods are satisfied, no deduction will be allowed to the Company for federal income tax purposes in connection with the grant or exercise of the Incentive Stock Option. If, within two years following the date of grant or within one year following the date of exercise, the holder of shares acquired through the exercise of an Incentive Stock Option disposes of those shares, the Participant will generally realize taxable compensation at the time of such disposition equal to the difference between the exercise price and the lesser of the Fair Market Value of the share on the date of exercise or the amount realized on the subsequent disposition of the shares, and that amount will generally be deductible by the Company for federal income tax purposes, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those Sections. Finally, if an otherwise Incentive Stock Option becomes first exercisable in any one year for shares having an aggregate value in excess of $100,000 (based on the date of grant value), the portion of the Incentive Stock Option in respect of those excess shares will be treated as a non-qualified stock option for federal income tax purposes. No income will be realized by a Participant upon grant of a Non-Qualified Stock Option. Upon the exercise of a Non-Qualified Stock Option, the Participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the Fair Market Value of the underlying exercised shares over the Option exercise price paid at the time of exercise. Such income will be subject to income tax withholding, and the Participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. The Company will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections. Restricted Stock A Participant will not be subject to tax upon the grant of an Award of Restricted Stock unless the Participant otherwise elects to be taxed at the time of grant pursuant to Section 83(b) of the Code. On the date an Award of Restricted Stock becomes transferable or is no longer subject to a substantial risk of forfeiture, the Participant will recognize ordinary compensation income equal to the difference between the Fair Market Value of the shares on that date over the amount the Participant paid for such shares, if any. Such income will be subject to income tax withholdings, and the Participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. If the Participant made an election under Section 83(b) of the Code, the Participant will recognize ordinary compensation income at the time of grant equal to the difference between the Fair Market Value of the shares on the date of grant over the amount the Participant paid for such shares, if any, and any subsequent appreciation in the value of the shares will be treated as a capital gain upon sale of the shares. Special rules apply to the receipt and disposition of Restricted Shares received by officers and directors who are subject to Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Company will be able to deduct, at the same time as it is recognized by the Participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections. 62 Table of Contents Restricted Stock Units A Participant will not be subject to tax upon the grant of a Restricted Stock Unit Award. Rather, upon the delivery of shares or cash pursuant to a Restricted Stock Unit Award, the Participant will recognize ordinary compensation income equal to the Fair Market Value of the number of shares (or the amount of cash) the Participant actually receives with respect to the Award. Such income will be subject to income tax withholdings, and the Participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. The Company will be able to deduct the amount of taxable compensation recognized by the Participant for U.S. federal income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections. SARs No income will be realized by a Participant upon grant of an SAR. Upon the exercise of an SAR, the Participant will recognize ordinary compensation income in an amount equal to the Fair Market Value of the payment received in respect of the SAR. Such income will be subject to income tax withholdings, and the Participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. The Company will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections. Stock Bonus Awards A Participant will recognize ordinary compensation income equal to the difference between the Fair Market Value of the shares on the date the shares of common stock subject to the Award are transferred to the Participant over the amount the Participant paid for such shares, if any, and any subsequent appreciation in the value of the shares will be treated as a capital gain upon sale of the shares. The Company will be able to deduct, at the same time as it is recognized by the Participant, the amount of taxable compensation to the Participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections. Section 162(m) In general, Section 162(m) of the Code denies a publicly held corporation a deduction for U.S. federal income tax purposes for compensation in excess of $1,000,000 per year paid to any “covered employee.” Covered employees include any individual who served as chief executive officer or chief financial officer during the taxable year, in addition to the three most highly compensated individuals aside from the chief executive officer and chief financial officer. Additionally, covered employees include any previously covered employee for any taxable year beginning after December 31, 2016. The Plan is intended to satisfy an exception with respect to grants of Options to covered employees. In addition, the Plan was designed to permit certain Awards of Restricted Stock, Restricted Stock Units, cash bonus awards and other Awards to be awarded as performance compensation awards intended to qualify under the “performance-based compensation” exception to Section 162(m) of the Code. On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was signed into law. The TCJA repealed the performance-based compensation exception to the Section 162(m) $1 million limitation on compensation to covered employees of publicly held corporations. This change was effective for tax years beginning after December 31, 2017. As a result of this change, any expense recognized upon exercise of stock options will be subject to the $1 million limitation under Section 162(m), even if based on performance. New Plan Benefits Future grants under the Plan will be made at the discretion of the Committee and, accordingly, are not yet determinable. In addition, the value of the Awards granted under the Plan will depend on a number of factors, including the Fair Market Value of the shares of common stock on future dates, the exercise decisions made by the Participants and/or the extent to which any applicable performance goals necessary for vesting or payment are achieved. Consequently, it is not possible to determine the benefits that might be received by Participants receiving discretionary grants under, or having their annual bonus paid pursuant to, the Plan. 63 Table of Contents Interests of Directors or Officers The Company’s directors may grant Awards under the Plan to themselves as well as to the Company’s officers and other employees, consultants and advisors. Equity Compensation Plan Information The following table provides information, as of December 31, 2024, with respect to equity securities authorized for issuance under compensation plans: Plan Category No. of securities to be issued upon exercise of outstanding options under the plan Weighted-average exercise price of outstanding options under the plan No. of securities remaining available for future issuance $ 2024 Equity compensation plans approved by security holders — — 348,064 2023 Equity compensation plans approved by security holders 6,893 15.05 — 2021 Equity compensation plans approved by security holders 74,357 10.45 — Total 81,250 10.84 348,064 Director Compensation On November 11, 2022, the board of directors approved a new board compensation plan that would increase the cash compensation to $22.0 thousand to be paid quarterly within 30 days of the close of each quarter, which was retroactively applied for the full fourth quarter of 2022. In addition, on an ongoing basis pursuant to the approved board compensation plan each director will receive $8.0 thousand in value of common stock per year for service as director, $6.0 thousand in value of shares of common stock per year for service on each committee and $4.0 thousand in value of shares of common stock per year for service as chair for such committee. The number of shares to be issued would be based upon the closing price of the last trading date of each calendar quarter. The shares of common stock for committee service will be limited to two committees. On March 26, 2024, the Board of Directors approved an updated compensation structure for members of the Board. The updated compensation structure provides that each member will receive $22.0 thousand in annual cash compensation as well as 10,000 shares of common stock. Further, each committee member will receive an additional $6.0 thousand per year. The chairperson of the below committees will receive additional annual compensation: • Chairperson of the Audit Committee will receive an additional $4.0 thousand in cash and 1,000 shares of common. • Chairperson of the Compensation Committee will receive an additional $4.0 thousand in cash and 600 shares of common stock. • Chairperson of the Governance and ESG Committees will receive an additional $4.0 thousand in cash and 400 shares of common stock. Kevin Mohan is an employee-director and does not receive compensation for serving in his role as a director. 64 Table of Contents The following table provides information relating to compensation of our directors for our fiscal year ended December 31, 2024: Name Fees earned or paid in cash Stock awards (a) Option awards Non-equity incentive plan compensation Non-qualified deferred compensation earnings All other compensation Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 Mark McKinney 34 31 (b) — — — — 65 Stephen A. Spanos 32 36 (e) — — — — 68 Benjamin Petel 32 32 (c) — — — — 64 Na Yeon (“Hannah”) Oh 28 31 (c) — — — — 59 Ray Shankar 38 33 (d) — — — — 71 Marvin Yeo 28 31 (b) — — — — 59 Paul Sansom 28 31 (b) — — — — 59 David Errington 32 32 (c) — — — — 64 Dr. Ahmed Khan 28 31 (b) — — — — 59 (a) On January 4, 2024 the Board of Directors were granted restricted stock awards at a price of $4.01 per share. The restricted stock awards were accrued and earned in 2023 and fully vested upon issuance. There were four previous directors that received a total of 3,954 shares that are not included in the number above. The current directors share issued are included in the individual totals above. (b) On March 26, 2024 10,000 shares of restricted stock awards were granted at a price of $2.899 per share. The restricted stock awards vest ratably over 12 quarters starting March 31, 2024. (c) On March 26, 2024 10,400 shares of restricted stock awards were granted at a price of $2.899 per share. The restricted stock awards vest ratably over 12 quarters starting March 31, 2024. (d) On March 26, 2024 10,600 shares of restricted stock awards were granted at a price of $2.899 per share. The restricted stock awards vest ratably over 12 quarters starting March 31, 2024. (e) On March 26, 2024 11,000 shares of restricted stock awards were granted at a price of $2.899 per share. The restricted stock awards vest ratably over 12 quarters starting March 31, 2024. Executive Compensation Philosophy Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executives or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company. Incentive Bonus The Board of Directors may grant incentive bonuses to our executive officers and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives. Long-Term, Stock-Based Compensation In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executives and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors. 65 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information about the beneficial ownership of our common stock at March 11, 2025, for: • each person, or group of affiliated persons, whom we know to beneficially own more than 5% of our common stock; • each of our named executive officers; • each of our directors; and • all of our executive officers and directors as a group. We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options or warrants or upon conversion of a security that are either exercisable or convertible on or before a date that is 60 days after March 11, 2025. These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. Except as otherwise noted below, the address for persons listed in the table is c/o Sadot Group Inc., 295 E Renfro, Suite 209, Burleson, TX 76028. The percentage ownership information shown in the column labeled “Percentage of shares outstanding” is based upon 5,865,476 shares of common stock outstanding as of March 11, 2025. 66 Table of Contents Name of beneficial owner Number of shares beneficially owned (1) Percentage of shares outstanding prior to offering (1) 5% Stockholders: Aggia LLC FZ (2) 675,163 11.51 % Raymond and Beck Graf (3) 346,751 5.91 % Armistice Capital Master Fund Ltd. (4) 411,523 7.02 % Directors and Named Executive Officers: Michael J. Roper (5) 117,365 2.00 % Kevin Mohan (6) 109,763 1.87 % Jennifer Black (7) 75,965 1.30 % Kenneth Miller (8) 10,590 * Aimee Infante (9) 6,437 * Stephen Spanos (10) 26,252 * Ray Shankar (11) 11,616 * Hannah Oh (12) 11,016 * Benjamin Petel (13) 31,540 * Marvin Yeo (14) 10,937 * Paul Sansom (15) 10,937 * Mark McKinney (16) 10,815 * David Errington (17) 13,915 * Dr. Ahmed Khan (18) 11,089 * All executive officers and directors as a group (14 persons) 458,237 7.81 % * Denotes less than 1% (1) Beneficial ownership as reported in the above table has been determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, and is not necessarily indicative of beneficial ownership for any other purpose. The number of shares of common stock shown as beneficially owned includes shares of common stock issuable upon (i) the exercise of stock options that will become exercisable within 60 days of March 11, 2025, (ii) the conversion of the convertible promissory notes into shares of our common stock, and (iii) the exercise of warrants that will become exercisable within 60 days of March 11, 2025 Shares of common stock issuable pursuant to the foregoing methods are deemed outstanding for purposes of calculating the percentage of beneficial ownership of the person or entity holding such securities. Accordingly, the total percentages of beneficial ownership are in excess of one hundred percent (100%). (2) Aggia LLC FZ beneficially owns 675,163 shares of common stock of the Company. (3) Raymond and Becky Graf beneficially owns 346,751 shares of common stock of the Company. 67 Table of Contents (4) Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital. Master Fund holds (i) a Common Stock Purchase Warrant dated November 22, 2021 to acquire 361,011 shares of common stock at an exercise price of $13.85 which includes a beneficial ownership limitation limiting Master Fund’s ability to acquire in excess of 4.9% of the outstanding shares of common stock and (ii) a Common Stock Purchase Warrant dated April 9, 2021 to acquire 411,523 shares of common stock at an exercise price of $24.30 which includes a beneficial ownership limitation limiting Master Fund’s ability to acquire in excess of 9.9% of the outstanding shares of common stock. (5) Michael J. Roper beneficially owns directly 117,365 shares of common stock of the Company (i) 101,063 shares of common stock of Sadot Group Inc. for serving as the Chief Executive Officer of the Company and (ii) 5,800 shares of common stock of the Company purchased on the open market and (iii) 10,502 shares of vested but unexercised stock options. (6) Kevin Mohan beneficially owns (i) indirectly 559 shares of common stock of the Company through various family members that reside in the same household as Kevin Mohan and (ii) directly 96,904 shares of common stock of Sadot Group Inc, for serving in various roles in the Company, (iii) 3,300 shares of common stock of the Company purchased on the open market and (iv) directly 9,000 shares of vested but unexercised stock options. (7) Jennifer Black beneficially owns directly 75,965 shares of common stock of the Company (i) 64,935 shares of common stock of Sadot Group Inc. for serving as the Chief Financial Officer of the Company, (ii) 4,080 shares of common stock of the Company purchased on the open market and (iii) 6,950 shares of vested but unexercised stock options. (8) Kenneth Miller beneficially owns directly 10,590 shares of common stock of the Company (i) 3,215 shares of common stock of the Company for serving as Chief Operating Officer of the Company, (ii) 1,000 shares of common stock of the Company purchased on the open market and (iii) 6,375 shares of vested but unexercised stock options. (9) Aimee Infante beneficially owns directly 6,437 shares of common stock of the Company (i) 261 shares of common stock for serving as the Chief Marketing Officer of the Company, (ii) 250 shares of common stock of the Company purchased on the open market and (iii) 5,926 shares of vested but unexercised stock options. (10) Stephen Spanos beneficially owns directly 26,252 shares of common stock of the Company (i) 23,597 shares of common stock of the Company for services rendered as a board of director member, (ii) 1,530 of the common stock of through purchase on the open market and (iii) 1,125 shares of vested but unexercised stock options. (11) Ray Shankar beneficially owns directly shares of common stock of the Company (i) 11,616 shares of common stock of the Company (i) 11,616 shares of common stock of the Company for services rendered as a board of director member. (12) Hannah Oh beneficially owns directly shares of common stock of the Company (i) 11,016 shares of common stock of the Company (i) 11,016 shares of common stock of the Company for services rendered as a board of director member. (13) Benjamin Petel beneficially owns directly shares of common stock of the Company (i) 31,540 shares of common stock of the Company (i) 31,540 shares of common stock of the Company for services rendered as a board of director member and consulting services. 68 Table of Contents (14) Marvin Yeo beneficially owns directly shares of common stock of the Company (i) 10,937 shares of common stock of the Company (i) 10,937 shares of common stock of the Company for services rendered as a board of director member. (15) Paul Sansom beneficially owns directly shares of common stock of the Company (i) 10,937 shares of common stock of the Company (i) 10,937 shares of common stock of the Company for services rendered as a board of director member. (16) Mark McKinney beneficially owns directly shares of common stock of the Company (i) 10,815 shares of common stock of the Company (i) 10,815 shares of common stock of the Company for services rendered as a board of director member. (17) David Errington beneficially owns directly shares of common stock of the Company (i) 13,915 shares of common stock of the Company (i) 11,215 shares of common stock of the Company for services rendered as a board of director member and (ii) 2,700 shares of common stock of the Company purchased on the open market. (18) Dr. Ahmed Khan beneficially owns directly shares of common stock of the Company (i) 11,089 shares of common stock of the Company (i) 10,815 shares of common stock of the Company for services rendered as a board of director member and (ii) 274 shares of common stock of the Company purchased on the open market. Item 13. Certain Relationships and Related Transactions, and Director Independence Policies and Procedures for Related Party Transactions Following this offering, pursuant to the written charter of our Audit Committee, the Audit Committee will be responsible for reviewing and approving, prior to our entry into any such transaction, all related party transactions and potential conflict of interest situations involving: • any of our directors, director nominees or executive officers; • any beneficial owner of more than 5% of our outstanding stock; and • any immediate family member of any of the foregoing. Our Audit Committee will review any financial transaction, arrangement or relationship that: • involves or will involve, directly or indirectly, any related party identified above; • would cast doubt on the independence of a director; • would present the appearance of a conflict of interest between us and the related party; or • is otherwise prohibited by law, rule or regulation. The Audit Committee will review each such transaction, arrangement or relationship to determine whether a related party has, has had or expects to have a direct or indirect material interest. Following its review, the Audit Committee will take such action as it deems necessary and appropriate under the circumstances, including approving, disapproving, ratifying, canceling or recommending to management how to proceed if it determines a related party has a direct or indirect material interest in a transaction, arrangement or relationship with us. Any member of the Audit Committee who is a related party with respect to a transaction under review will not be permitted to participate in the discussions or evaluations of the transaction; however, the Audit Committee member will provide all material information concerning the transaction to the Audit Committee. The Audit Committee will report its action with respect to any related party transaction to the board of directors. See Employment Agreements for Messrs. Roper, Miller, Mohan and Mmes. Jorge, Black and Infante in Item 11. Executive Compensation. 69 Table of Contents Transactions with Officers, Directors, and Executives of Sadot Group On January 5, 2023, we issued an aggregate of 3,131 shares of common stock to the members of the board of directors as compensation earned during the fourth quarter of 2022. On February 27, 2023, we issued options to purchase an aggregate of 53,108 shares of our common stock. The options had an exercise price of $15.05 per share and vest ratably over 20 quarters with the first vesting occurring on March 31, 2023. On March 15, 2023, we issued options to purchase 6,893 shares of our common stock. The options had an exercise price of $15.05 per share and vest ratably over 20 quarters with the first vesting occurring on March 31, 2023. On April 5, 2023 the Company authorized the issuance of 2,974 shares of common stock to the members of the board of directors as compensation earned during the first quarter of 2023. On July 11, 2023, the Company authorized the issuance of an aggregate of 3,289 shares of common stock to the members of the board of directors as compensation earned during the second quarter of 2023. On December 19, 2023, the Company issued 101,460 RSA's to certain members of the board of directors and employees. Total RSA vested as a result of the departure of certain members of the board of directors were 17,640 shares for 2023. The remaining RSA vest ratably over 12 quarters with the first vesting starting on March 31, 2024. On January 4, 2024, the Company authorized the issuance of an aggregate of 10,559 shares of common stock to the members of the board of directors as compensation earned during the fourth quarter of 2023. The Company accrued for the liability as of December 31, 2023. On March 25, 2024, the Company issued 50,000 RSA's to certain executives. Total RSA vest ratably over 12 quarters with the first vesting starting on June 30, 2024. On March 26, 2024, the Company issued 102,400 RSA's to members of the board of directors. Total RSA vest ratably over 12 quarters with the first vesting starting on March 31, 2024. On November 18, 2024, the Company issued 122,022 RSA's to certain executives. Total RSA vest ratably over 12 quarters with the first vesting starting on December 31, 2024. On February 9, 2025 the Company entered into an Executive Employment Agreement with Jennifer Black (the “Black Agreement”), which replaced her prior employment agreement. Pursuant to the Executive Employment Agreement entered with Ms. Black (the “Black Agreement”), Ms. Black will continue to serve as Chief Financial Officer, reporting directly to the Company’s Chief Executive Officer. During the term of the Black Agreement, Ms. Black is entitled to a base salary at the annualized rate of $0.4 million consisting of an annual cash salary of $0.3 million and an annual restricted stock grant of $0.1 million vesting quarterly over one year in equal quarterly installments commencing January 1, 2025 which shall be priced and issued on the third trading day immediately following the filing of the Form 10K Annual Report for such applicable year. Ms. Black will be eligible for a discretionary performance bonus to be determined by the Board annually with the annual bonus for the year ended December 31, 2025 to be equal to 75% of the cash salary. If Ms. Black is terminated for any reason, she will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such equity grant. If Ms. Black is terminated by the Company for any reason other than cause or resigns for a good reason, Ms. Black will be entitled to a severance payment equal 12 months of the annual compensation, all bonuses earned and all equity compensation shall be fully accelerated. 70 Table of Contents On February 9, 2025 the Company entered into an Executive Employment Agreement with Michael Roper (the “Roper Agreement”), which replaced his prior employment agreement. Pursuant to the Roper Agreement, Mr. Roper will transition to the role of Chief Governance and Compliance Officer, reporting directly to the Company’s Chief Executive Officer. During the term of the Roper Agreement, Mr. Roper is entitled to a base salary at the annualized rate of $0.4 million consisting of an annual cash salary of $0.3 million and an annual restricted stock grant of $0.1 million vesting quarterly over one year in equal quarterly installments commencing January 1, 2025 which shall be priced and issued on the third trading day immediately following the filing of the Form 10K Annual Report for such applicable year. Mr. Roper will be eligible for a discretionary performance bonus to be determined by the Board annually with the annual bonus for the year ended December 31, 2025 to be equal to 75% of the cash salary. If Mr. Roper is terminated for any reason, he will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such equity grant. If Mr. Roper is terminated by the Company for any reason other than cause or resigns for a good reason, Mr. Roper will be entitled to a severance payment equal 18 months of the annual compensation, all bonuses earned and all equity compensation shall be fully accelerated. On February 10, 2025, the Company and Sadot Brasil Ltda. (“Sadot Brasil”), the Company’s wholly owned subsidiary, entered into an Employment Agreement with Ms. Jorge effective February 10, 2025. During the term of the Employment Agreement, Ms. Jorge will serve as Chief Executive Officer for both the Company and Sadot Brasil and will be entitled to a base salary at the annualized rate of $0.3 million. In addition, Ms. Jorge will be entitled to a one time bonus of $0.5 million of which half will be payable upon the 90 day anniversary of her engagement and the balance to be paid on the 180 day anniversary (the “Bonus”). Ms. Jorge will also receive a one time grant of $0.1 million in restricted stock grants. Further, the Company will make a contribution of up to $16.0 thousand per annum contribution to a private pension plan. The restricted stock grant vests quarterly over one year in equal quarterly installments commencing January 1, 2025, which shall be priced and issued on the third trading day immediately following the filling the Form 10K Annual Report for such applicable year. The per share price will be the closing price immediately prior to the date of each grant. If Ms. Jorge is terminated by the Company for any reason other than cause Ms. Jorge will be entitled to a severance package of 18 months of salary. Ms. Jorge’s compensation, which, except for the Bonus, is denominated in Brazilian Real, has been converted to U.S. Dollars for the purpose of this disclosure. Please note that the conversion rate used for disclosure purposes is is 6 Reais to every 1 U. S. Dollar as of February 10, 2025. Actual payments to Ms. Jorge will be made in Brazilian Real, and the amounts received may vary based on fluctuations in the exchange rate at the time of payment. This disclosure is intended to provide transparency regarding the compensation agreed upon in the Brazilian Real currency, which is the operational currency for Mr. Jorge’s compensation unless noted otherwise. We have entered into indemnification agreements with each of our directors and entered into such agreements with certain of our executive officers. These agreements require us, among other things, to indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of our Company or that person’s status as a member of our Board of Directors to the maximum extent allowed under Nevada law. Item 14. Principal Accountant Fees and Services Kreit & Chiu CPA LLP has served as our independent registered public accountants for the years ended December 31, 2024 and 2023. The following is a summary of the fees billed or expected to be billed to us by our independent registered public accountants, for professional services rendered by Kreit & Chiu CPA LLP for the fiscal years ended December 31, 2024 and 2023: December 31, 2024 December 31, 2023 $’000 $’000 Audit fees (1) 314 277 Audit-related fees (2) — — 314 277 (1) Audit Fees consist of fees billed and expected to be billed for services rendered for the audit of our Consolidated Financial Statements for the fiscal years ended December 31, 2024 and 2023 and in connection with the filing of our Form 10-K, Form 10-Qs and multiple Forms S-1 and Forms S-3s. 71 Table of Contents (2) Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit of our financial statements and are not reported under “Audit Fees.” The Audit Committee is responsible for the appointment, compensation and oversight of the work of the independent registered public accountants and approves in advance any services to be performed by the independent registered public accountants, whether audit-related or not. The Audit Committee reviews each proposed engagement to determine whether the provision of services is compatible with maintaining the independence of the independent registered public accountants. The fees shown above were pre-approved either by our Board or our Audit Committee. 72 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules Exhibit No. Exhibit Description 3.1+ Articles of Incorporation of Muscle Maker, Inc., a Nevada corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 14, 2019) 3.2+ Bylaws of Muscle Maker, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 14, 2019) 3.3+ Certificate of Change Pursuant to NRS 78.209 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 11, 2019) 3.4+ Certificate of Amendment to Articles of Incorporation of Muscle Maker, Inc., a Nevada corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 16, 2020) 3.5+ Certificate of Amendment to Articles of Incorporation of Muscle Maker, Inc. (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on March 7, 2023) 3.6+ Articles of Merger (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 26, 2023). 3.7+ Certificate of Change to NRS 78.209 filed with the Nevada Secretary of State on October 9, 2024 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 16, 2024). 4.1+ Form of Warrant to Purchase Common Stock dated April 9, 2021 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021) 4.2+ Form of Pre-Funded Warrant to Purchase Common Stock dated April 9, 2021 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021) 4.3+ Form of Warrant to Purchase Common Stock issued to A.G.P./Alliance Global Partners dated April 9, 2021 (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021) 4.4+ Form of Warrant to Purchase Common Stock dated November 22, 2021 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021) 4.5+ Form of Pre-Funded Warrant to Purchase Common Stock dated November 22, 2021 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021) 4.6+ Form of Placement Agent Warrant to Purchase Common Stock issued to A.G.P./Alliance Global Partners dated November 22, 2021 (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021) 4.7+ 2021 Equity Incentive Plan (incorporated by reference to Exhibit 4.8 to the Registrant’s Annual Report on Form 10-K filed on March 17, 2022) 73 Table of Contents 4.8+ 2023 Equity Incentive Plan 4.9* Description of Securities 4.10+ Form of Additional Warrant – Altium Growth Fund Ltd. (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 27, 2023.) 10.1+ Form of Securities Purchase Agreement, dated April 7, 2021, between Muscle Maker, Inc. and the Purchaser* (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021) 10.2+ Form of Securities Purchase Agreement, dated November 17, 2021, between Muscle Maker, Inc. and the Purchasers* (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021) 10.3+ Form of Registration Rights Agreement, dated November 17, 2021, between Muscle Maker, Inc. and the Purchasers (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021) 10.4+ Form of Securities Purchase Agreement, dated April 7, 2021, between Muscle Maker, Inc. and the Purchaser* (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021) 10.5+ Form of Director Agreement dated July 16, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 10, 2019) 10.6+ Services Agreement between Muscle Maker, Inc., Sadot LLC and Aggia LLC FC dated November 14, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022) 10.7+ Addendum 1 to Services Agreement between Muscle Maker, Inc., Sadot LLC and Aggia LLC FC dated November 17, 2022 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022) 10.8+ Limited Liability Operating Agreement of Sadot LLC dated November 16, 2022 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022) 10.9+ Executive Employment Agreement between Muscle Maker, Inc. and Michael Roper dated November 16, 2022 (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022) 10.10+ Executive Employment Agreement between Muscle Maker, Inc. and Jennifer Black dated November 16, 2022 (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022) 10.11+ Executive Employment Agreement between Muscle Maker, Inc. and Kevin Mohan dated November 16, 2022 (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022) 10.12+ Executive Employment Agreement between Muscle Maker, Inc. and Kenn Miller dated November 16, 2022 (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022) 74 Table of Contents 10.13+ Executive Employment Agreement between Muscle Maker, Inc. and Aimee Infante dated November 16, 2022 (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022) 10.14+ Standby Equity Purchase Agreement dated September 22, 2023 between Sadot Group, Inc. and YA II PN, Ltd. (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 26, 2023) 10.15+ Form of Convertible Promissory notes issued to YA II PN, Ltd. (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 26, 2023) 10.16+ Global Guaranty Agreement dated September 22, 2023 between Sadot Group, Inc. and YA II PN, Ltd. (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 26, 2023) 10.17+ Registration Rights Agreement dated September 22, 2023 between Sadot Group, Inc. and YA II PN, Ltd. (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 26, 2023) 10.18+ Addendum 2 to the Service Agreement entered between Muscle Maker Inc., Sadot LLC and Aggia LLC FX dated July 14, 2023 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 18, 2023) 10.19+ Form of Purchase Agreement by and between Sadot Group Inc. and Purchasers dated December 3, 2024 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 4, 2024). 10.20+ Form of Registration Rights Agreement by and between Sadot Group Inc. and Purchasers dated December 3, 2024 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 4, 2024). 10.21+ Form of Senior Convertible Note dated December 4, 2024 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 4, 2024). 19.1* Sadot Group Inc. – Insider Trading Policy 21.1* List of Subsidiaries 23.1* Consent of Kreit & Chiu CPA LLP 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 75 Table of Contents 32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1+ Policy for the Recovery of Erroneously Awarded Compensation adopted February 1, 2024 (Incorporated by reference to the Form 10-K Annual Report for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 20, 2024 101.INS Inline XBRL Instance Document* 101.SCH Inline XBRL Schema Document* 101.CAL Inline XBRL Calculation Linkbase Document* 101.DEF Inline XBRL Definition Linkbase Document* 101.LAB Inline XBRL Label Linkbase Document* 101.PRE Inline XBRL Presentation Linkbase Document* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) † Includes management contracts and compensation plans and arrangements * Filed herewith. + Previously filed. Item 16. Form 10-K Summary Not applicable. 76 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SADOT GROUP INC By: /s/ Catia Jorge Catia Jorge Dated: March 11, 2025 Chief Executive Officer (Principal Executive Officer) By: /s/ Jennifer Black Jennifer Black Chief Financial Officer (Principal Financial Officer) 77 Table of Contents Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title /s/ Catia Jorge Chief Executive Officer Catia Jorge (Principal Executive Officer) /s/ Jennifer Black Chief Financial Officer Jennifer Black (Principal Financial Officer) /s/ Kevin Mohan Chief Investment Officer and Director Kevin Mohan /s/ Mark McKinney Director Mark McKinney Chairman of the Board /s/ Stephen A. Spanos Director Stephen A. Spanos /s/ Benjamin Petel Director Benjamin Petel Secretary /s/ Na Yeon Oh Director Na Yeon Oh /s/ Ray Shankar Director Ray Shankar /s/ Marvin Yeo Director Marvin Yeo /s/ Paul Sansom Director Paul Sansom /s/ David Errington Director David Errington /s/ Dr. Ahmed Khan Director Dr. Ahmed Khan /s/ Claudio Torres Director Claudio Torres 78 Table of Contents Sadot Group Inc. Annual Report on Form 10-K Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 6651 ) F- 2 Consolidated Financial Statements Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 3 Consolidated Statements of Operations and Other Comprehensive Income / (Loss) for the years ended December 31, 2024 and 2023 F- 4 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023 F- 6 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 F- 7 Notes to the Consolidated Financial Statements F- 9 F-1 Table of Contents Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders Sadot Group, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Sadot Group, Inc. as of December 31, 2024 and 2023, and the related consolidated statements of operations and other comprehensive income / (loss), changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Sadot Group, Inc. as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Sadot Group, Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Sadot Group, Inc. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Kreit & Chiu CPA LLP We have served as Sadot Group, Inc.'s auditor since 2021. New York, NY March 11, 2025 F-2 Table of Contents Sadot Group Inc. Consolidated Balance Sheets December 31, 2024 December 31, 2023 $’000 $’000 ASSETS Current assets: Cash 1,786 1,354 Accounts receivable, net of allowance for doubtful accounts of $ 0.1 million and $ 0.2 million as of December 31, 2024 and 2023, respectively 18,014 52,920 Inventory 717 2,561 Assets held for sale 5,196 — Other current assets 126,966 56,016 Total current assets 152,679 112,851 Property and equipment, net 11,820 12,883 Goodwill — 1,798 Intangible assets, net — 2,833 Other non-current assets 155 47,726 Total assets 164,654 178,091 LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued expenses 28,019 50,167 Notes payable, current, net of discount of $ 0.9 million and $ 0.2 million as of December 31, 2024 and 2023, respectively 7,390 6,531 Deferred revenue, current 2,251 1,229 Liabilities held for sale 2,333 — Other current liabilities 92,177 46,655 Total current liabilities 132,170 104,582 Notes payable, non-current — 622 Deferred revenue, non-current — 1,555 Other non-current liabilities 111 47,075 Total liabilities 132,281 153,834 Equity: Common stock, $ 0.0001 par value, 20,000,000 shares authorized, 5,225,147 and 4,046,472 shares issued and outstanding as of December 31, 2024, and 2023, respectively 1 — Additional paid-in capital 112,406 107,992 Accumulated deficit ( 83,187 ) ( 87,179 ) Accumulated other comprehensive income / (loss) ( 27 ) 8 Total Sadot Group Inc. shareholders' equity 29,193 20,821 Non-controlling interest 3,180 3,436 Total equity 32,373 24,257 Total liabilities and equity 164,654 178,091 See Accompanying Notes to the Consolidated Financial Statements F-3 Table of Contents Sadot Group Inc. Consolidated Statement of Operations and Other Comprehensive Income / (Loss) For the Years Ended December 31, 2024 2023 $’000 $’000 Commodity sales 700,937 717,506 Cost of goods sold ( 695,821 ) ( 707,871 ) Gross profit 5,116 9,635 Depreciation and amortization expenses ( 259 ) ( 1,143 ) Pre-opening expenses — ( 336 ) Stock-based expenses ( 6,662 ) ( 6,192 ) Sales, general and administrative expenses ( 9,659 ) ( 8,968 ) Loss from continuing operations ( 11,464 ) ( 7,004 ) Other income — 308 Interest expense, net ( 4,649 ) ( 468 ) Change in fair value of stock-based compensation 4,116 1,339 Warrant modification expense — ( 958 ) Gain on fair value remeasurement 17,111 1,491 Gain on sale of trading securities 518 — Income / (loss) for continuing operations before income tax 5,632 ( 5,292 ) Income tax (expense) benefit ( 3 ) 15 Net income / (loss) for continuing operations 5,629 ( 5,277 ) Discontinued Operations: Loss from discontinued operations, net of income taxes ( 1,893 ) ( 2,765 ) Net loss for discontinued operations ( 1,893 ) ( 2,765 ) Net income / (loss) 3,736 ( 8,042 ) Net loss attributable to non-controlling interest 256 218 Net income / (loss) attributable to Sadot Group Inc. 3,992 ( 7,824 ) Net income / (loss) from continuing operations per share attributable to Sadot Group Inc.: Basic 1.28 ( 1.45 ) Diluted 1.26 ( 1.45 ) Net loss from discontinued operations per share attributable to Sadot Group Inc.: Basic ( 0.41 ) ( 0.79 ) Diluted ( 0.41 ) ( 0.79 ) Weighted-average number of common shares outstanding: Basic 4,583,389 3,494,056 Diluted 4,665,689 3,494,056 See Accompanying Notes to the Consolidated Financial Statements F-4 Table of Contents Sadot Group Inc. Consolidated Statement of Operations and Other Comprehensive Income / (Loss) (Continued) For the Years Ended December 31, 2024 2023 $’000 $’000 Net income / (loss) 3,736 ( 8,042 ) Other comprehensive income / (loss) Foreign exchange translation adjustment 20 2 Unrealized gain / (loss), net of income tax ( 55 ) 6 Total other comprehensive income / (loss) ( 35 ) 8 Total comprehensive income / (loss) 3,701 ( 8,034 ) Comprehensive loss attributable to non-controlling interest 256 218 Total comprehensive income / (loss) attributable to Sadot Group Inc. 3,957 ( 7,816 ) See Accompanying Notes to the Consolidated Financial Statements F-5 Table of Contents Sadot Group Inc. Consolidated Statement of Changes in Stockholders' Equity Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income / (Loss) Non-controlling Interest Total Shares Amount $’000 $’000 $’000 $’000 $’000 $’000 Balance – December 31, 2022 2,928,721 — 95,916 ( 79,355 ) — — 16,561 Stock-based compensation - options — — 102 — — — 102 Cash exercise of warrants and warrant modification 215,331 — 3,111 — — — 3,111 Common stock issued as compensation to board of directors 33,399 — 229 — — — 229 Common stock issued as compensation for services 767,413 — 8,173 — — — 8,173 Conversion of convertible loan 101,608 — 461 — — — 461 Investment in non-controlling interest — — — — — 3,654 3,654 Unrealized gain, net of income tax — — — — 6 — 6 Foreign exchange translation adjustment — — — — 2 — 2 Net loss — — — ( 7,824 ) — ( 218 ) ( 8,042 ) Balance – December 31, 2023 4,046,472 — 107,992 ( 87,179 ) 8 3,436 24,257 Common stock compensation to board of directors 10,564 — 42 — — — 42 Common stock issued as compensation for services 527,305 — 2,014 — — — 2,014 Stock-based compensation - options 133,615 — 574 — — — 574 Rounding of post-split shares outstanding per transfer agent 1,273 — — — — — — Conversion of convertible loan 505,918 1 1,784 — — — 1,785 Foreign exchange translation adjustment — — — — 20 — 20 Unrealized loss, net of income tax — — — — ( 55 ) — ( 55 ) Net income / (loss) — — — 3,992 — ( 256 ) 3,736 Balance – December 31, 2024 5,225,147 1 112,406 ( 83,187 ) ( 27 ) 3,180 32,373 See Accompanying Notes to the Consolidated Financial Statements F-6 Table of Contents Sadot Group Inc. Consolidated Statements of Cash Flows For the Years Ended December 31, 2024 2023 $’000 $’000 Cash Flows from Operating Activities Net income / (loss) 3,736 ( 8,042 ) Adjustments to reconcile net income / (loss) to net cash used in operating activities: Depreciation and amortization expenses 258 1,143 Gain / (loss) on fair value remeasurement ( 17,111 ) ( 1,491 ) Stock-based expenses 6,662 6,192 Change in fair value of stock-based compensation ( 4,116 ) ( 1,339 ) Warrant modification expense — 958 Unrealized gain / (loss), net of income tax ( 55 ) 6 Foreign exchange translation adjustment 20 2 Bad debt expense 341 81 Changes in operating assets and liabilities: Accounts receivable, net 34,483 ( 52,879 ) Inventory 1,639 ( 2,355 ) Operating right to use assets and lease liabilities, net 2 — Other current assets ( 53,944 ) ( 52,593 ) Other non-current assets 46,323 ( 44,144 ) Accounts payable and accrued expenses ( 21,884 ) 48,709 Other current liabilities 46,095 44,543 Other non-current liabilities ( 46,048 ) 46,048 Deferred revenue 824 1,426 Total adjustments ( 6,511 ) ( 5,693 ) Net cash used in operating activities ( 2,775 ) ( 13,735 ) Net cash (used in) / provided by operating activities - discontinued operations ( 450 ) 96 Cash Flows from Investing Activities Investment from non-controlling interest — 3,654 Purchases of property and equipment ( 37 ) ( 7,278 ) Disposal of property and equipment 33 25 Net cash used in investing activities ( 4 ) ( 3,599 ) Net cash provided by investing activities - discontinued operations 1,017 136 Cash Flows from Financing Activities Proceeds from notes payable 11,051 12,141 Repayments of notes payables ( 8,270 ) ( 5,670 ) Proceeds from exercise of warrants — 2,153 Net cash provided by financing activities 2,781 8,624 Net cash used in financing activities - discontinued operations ( 137 ) ( 66 ) Net Change in Cash 432 ( 8,544 ) Cash – beginning of period 1,354 9,898 Cash – end of period 1,786 1,354 See Accompanying Notes to the Consolidated Financial Statements F-7 Table of Contents Sadot Group Inc. Consolidated Statements of Cash Flows (Continued) For the Years Ended December 31, 2024 2023 $’000 $’000 Supplemental Disclosures of Cash Flow Information: Cash paid for interest 3,116 600 Cash paid for taxes 4 19 3,120 619 See Accompanying Notes to the Consolidated Financial Statements F-8 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements 1. Business Organization and Nature of Operations Sadot Group Inc. ("Sadot Group" or "SGI" or together with its subsidiaries, the “Company”), a Nevada corporation was incorporated in Nevada on October 25, 2019. In late 2022, SGI transformed from a U.S.-centric restaurant business into a global organization focused on the Agri-food commodity supply chain. Effective July 27, 2023, we changed our company name from Muscle Maker, Inc., to Sadot Group Inc. Sadot Group is headquartered in Burleson, Texas with subsidiary operations throughout the United States, Brazil, Canada, Colombia, India, Israel, Singapore, Ukraine, United Arab Emirates and Zambia. As of December 31, 2024, Sadot Group consisted of one distinct operating unit and one discontinued operations. 1. Sadot LLC (“Sadot Agri-Foods”): Sadot Group’s largest operating unit is a global Agri-Foods company engaged in farming, commodity trading and shipping of food and feed (e.g., soybean meal, wheat and corn) via dry bulk cargo ships across the globe. Sadot Agri-Foods competes with the ABCD commodity companies (ADM, Bunge, Cargill, Louis-Dreyfus) as well as many regional organizations. Sadot Agri-Foods operates, through a majority owned subsidiary, a roughly 5,000 acre crop producing farm in Zambia with a focus on major commodities such as wheat, soy and corn alongside high-value tree crops such as avocado and mango. In addition, the Company has a deposit on farmland in Indonesia. Sadot Agri-Foods was formed as part of the Company’s diversification strategy to own and operate, through its subsidiaries, the business lines throughout the food supply chain. Sadot Agri-Foods seeks to diversify over time into a sustainable and forward-looking global agri-foods company. 2. Sadot Restaurant Group, LLC ("Sadot Food Services"): had three unique “healthier for you” concepts, including two fast casual restaurant concepts, Pokémoto and Muscle Maker Grill, During 2024, the Company operated a subscription-based fresh prep meal concept, SuperFit Foods, which was sold in August 2024. Throughout 2024 the remaining corporate owned restaurants were sold and converted into franchise locations or closed. As of the end of 2024 the Company only operates as the franchisor for Pokémoto and Muscle Maker Grill restaurants. The restaurants were founded on the belief of taking every-day menu options and converting them into “healthier for you” menu choices with the goal of satisfying consumers demand for healthier choices, customization, flavor and convenience. This entire operating segment was identified as held for sale and reported as discontinued operations. Please see Note 3 – Assets held for sale and Note 4 – Discontinued operations for further details. Sadot Group Inc. and its subsidiaries are hereinafter referred to as the “Company”. Recent Corporate Developments On October 9, 2024, the Company filed a Certificate of Change Pursuant to NRS 78.209 with the Nevada Secretary of State to effect a reverse stock split of the Company’s common stock at a ratio of one for- ten (the “Reverse Stock Split”), which became effective 12:01 am eastern on October 18, 2024. As a result of the Reverse Stock Split, every 10 shares of the Company’s common stock issued and outstanding on the effective date were consolidated into one issued and outstanding share. All stockholders who were entitled to receive fractional shares as a result of the Reverse Stock Split received one whole share for their fractional share interest. There was no change in the par value of the Company's common stock. Liquidity and Capital Resources The Company's primary source of liquidity is cash on hand, working capital and borrowings. At December 31, 2024, working capital, which equals Total current assets less Total current liabilities, was $ 20.5 million an increase of $ 12.2 million, compared to working capital of $ 8.3 million at December 31, 2023. The Company believes that our existing cash on hand, current accounts receivable and future cash flows from our commodity trading and farming will be sufficient to fund our operations, anticipated capital expenditures and repayment obligations over the next 12 months. F-9 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements Working Capital We measure our liquidity in a number of ways, including the following: As of December 31, 2024 December 31, 2023 $’000 $’000 Cash 1,786 1,354 Accounts Receivable, net 18,014 52,920 Inventory 717 2,561 Other current assets (1) 126,966 56,016 Assets held for sale (2) 5,196 — Total current assets 152,679 112,851 Accounts payable and accrued expenses 28,019 50,167 Notes payable, net 7,390 6,531 Other current liabilities (3) 94,428 47,884 Liabilities held for sale (4) 2,333 — Total current liabilities 132,170 104,582 Working capital (5) 20,509 8,269 Current ratio (6) 1.16 1.08 (1) Consists of VAT, prepaid expenses, derivative assets, unrealized gain on derivative contracts and deposit on farmland (2) See Note 3 for additional information (3) Consists of Operating lease liability, current, Deferred revenue, current and Other current liabilities (4) See Note 3 for additional information (5) Working Capital is defined as Total current assets less Total current liabilities (6) Current ratio is defined as Total current assets divided by Total current liabilities 2. Significant Accounting Policies Basis of Presentation The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The accounting policies used to prepare these financial statements are the same as those used to prepare the consolidated financial statements in prior years, except as described in these notes or for the adoption of new standards as outlined below. Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiary. Any intercompany transactions and balances have been eliminated in consolidation. Reclassifications Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on the previously reported results of operations or loss per share. F-10 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates include: • the assessment of recoverability of long-lived assets, including property and equipment, goodwill and intangible assets; • the estimated useful lives of intangible and depreciable assets; • estimates and assumptions used to value warrants and options; • the recognition of revenue; and • the recognition, measurement and valuation of current and deferred income taxes. Estimates and assumptions are periodically reviewed, and the effects of any material revisions are reflected in the financial statements in the period that they are determined to be necessary. Actual results could differ from those estimates and assumptions. Cash and Cash Equivalents The Company considers all highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of December 31, 2024 or 2023. Accounts Receivable Accounts Receivable consists of receivables related to Sadot Food Services and Sadot Agri-Foods of $ 18.0 million and $ 53.1 million net of doubtful accounts of $ 0.1 million and $ 0.2 million as of December 31, 2024, and 2023, respectively. From time to time the Company may set aside and/or assign accounts receivables towards the acquisition of various assets. The net Accounts Receivable balance of $ 18.0 million at December 31, 2024 includes $ 13.4 million in receivables that the Company plans to assign to a third party, which is expected to be paid in assets other than cash. The Company and the third party are in negotiations regarding the timing and nature of the assets to be received, and the Company continues to evaluate the balance for expected losses. As of December 31, 2024, the Company deemed it would receive assets valued at the full balance. Accounts receivable is stated at historical carrying amounts net of write-offs and allowances for uncollectible accounts. The Company establishes allowances for uncollectible trade accounts receivable based on lifetime expected credit losses using an aging schedule for each pool of accounts receivable. Pools are determined based on risk characteristics such as the type of receivable and geography. A default rate is derived using a provision matrix which is evaluated on a regular basis by management and based on past experience and other factors. The default rate is then applied to the pool to determine the allowance for expected credit losses. Given the short-term nature of the Company's trade accounts receivable, the default rate is only adjusted if significant changes in the credit profile of the portfolio are identified (e.g., poor crop years, credit issues at the country level, systematic risk), resulting in historic loss rates that are not representative of forecasted losses. Uncollectible accounts are written off when a settlement is reached for an amount that is less than the outstanding historical balance or when the Company has determined that collection of the balance is unlikely. Inventory Inventory, stated at the lower of cost or net realizable value related to Sadot Agri-foods was $ 0.7 million and $ 2.4 million as of December 31, 2024, and 2023, respectively and nil and $ 0.2 million related to Sadot Food Services as of December 31, 2024, and 2023, respectively. Cost is determined using the first-in, first-out method. F-11 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements Assets held for sale In the first quarter of 2024, the Company classified its Sadot Food Services segment as held for sale. Assets and liabilities of disposal group(s) are classified as held for sale when: • management, having the authority to approve action, commits to a plan to sell, • the disposal group(s) are available for immediate sale in present condition, • an active program to locate a buyer and other actions required to complete the plan to sell have been initiated, • the sale is probable and expected to be completed within one year, • the sale is actively marketed at a reasonable price reflecting its current fair value, • and it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a disposal group that is classified as held for sale at the lower of its carrying value or fair value less cost to sell. Any impairment loss resulting from this initial measurement is recognized in the period in which the held for sale criteria described above, is met. Conversely, gains are not recognized on the sale of a disposal group until the date of sale. The Company assesses the fair value of a disposal group, less costs to sell, at each reporting period that it remains as held for sale, with any changes as a result of the assessment adjusting the carrying value of the disposal group, but not in excess of the cumulative loss previously recognized on the disposal group. Following their classification as held for sale, assets are not depreciated or amortized. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognized. Refer to Note 3 – Assets held for sale for more details. Property and Equipment Property and equipment are stated at cost less accumulated Depreciation and amortization expenses. Major improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred. Depreciation and amortization expenses are calculated on the straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life or the lease term of the related asset. The estimated useful lives are as follows: Furniture and Equipment 3 – 7 years Leasehold Improvements 1 – 8 years Vehicles 5 – 10 years Land Improvements 3 – 20 years Intangible Assets The Company accounts for recorded intangible assets in accordance with the Accounting Standards Codification (“ASC’) 350 “Intangibles – Goodwill and Other”. In accordance with ASC 350, the Company does not amortize intangible assets having indefinite useful lives. The Company’s goodwill has an indefinite life and is not amortized. The Company's goodwill and intangible assets with a finite life are evaluated for impairment at least annually, or more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. ASC 350 requires that goodwill and intangible assets be tested for impairment at the reporting unit level (operating segment or one level below an operating segment). Application of the impairment testing requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill and intangible assets to reporting units, and determining the fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or impairment. In the first quarter of 2024, the intangible assets were moved to assets held for sale. See Note 3 – Assets held for sale for additional information. F-12 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements Impairment of Long-Lived Assets When circumstances, such as adverse market conditions, indicate that the carrying value of a long-lived asset may be impaired, the Company performs an analysis to review the recoverability of the asset’s carrying value, which includes estimating the undiscounted cash flows (excluding interest charges) from the expected future operations of the asset. These estimates consider factors such as expected future operating income, operating trends and prospects, as well as the effects of demand, competition and other factors. If the analysis indicates that the carrying value is not recoverable from future cash flows, an impairment loss is recognized to the extent that the carrying value exceeds the estimated fair value. Any impairment losses are recorded as operating expenses, which reduce net income. Convertible Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”). If the instrument is determined not to be a derivative liability, the Company then evaluates for the existence of a beneficial conversion feature by comparing the market price of the Company’s common stock as of the commitment date to the effective conversion price of the instrument. As of December 31, 2024 and 2023, the Company deemed the conversion feature related to notes payable was not required to be bifurcated and recorded as a derivative liability. Related Parties A party is considered to be related to the Company if the party directly, indirectly, or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. Revenue Recognition The Company’s revenues consist of Commodity sales and Other revenues. The Company recognizes revenues according to Topic 606 of FASB, “Revenue from Contracts with Customers”. Under the guidance, revenue is recognized in accordance with a five-step revenue model, as follows: (1) identifying the contract with the customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations; and (5) recognizing revenue when (or as) the entity satisfies a performance obligation. In applying this five-step model, we made significant judgments in identifying the promised goods or services in our contracts with franchisees that are distinct, and which represent separate performance obligations. Seasonality There is a degree of seasonality in the growing cycles, procurement and transportation of crops. The farming industry historically experiences seasonal fluctuations in revenues and net income. Typically, the Company has lower sales and net income during the non-harvest seasons and higher sales and net income during the harvest season. F-13 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements Commodity Sales Commodity sale revenue is generated by Sadot Agri-Foods and is recognized when the commodity is delivered as evidenced by delivery and the invoice is prepared and submitted to the customer. During the years ended December 31, 2024 and 2023, the Company recorded Commodity sales revenues of $ 700.9 million and $ 717.5 million, respectively, which is included in Commodity sales on the accompanying Consolidated Statements of Operations and Other Comprehensive Income / (Loss). Restaurant Sales Retail store revenue derived from company owned and operated locations at Sadot Food Service is recognized when payment is tendered at the point of sale, net of sales tax, discounts and other sales-related taxes. During the year ended December 31, 2024 and 2023, the Company recorded retail store revenues of $ 2.6 million and $ 8.1 million, respectively, which is included in Discontinued operations on the accompanying Consolidated Statements of Operations and Other Comprehensive Income / (Loss). See Note 3 – Assets held for sale and Note 4 – Discontinued operations for additional information. Franchise Royalties and Fees Franchise revenues consists of royalties, initial franchise fees and rebates. Royalties are based on a percentage of franchisee net sales revenue. The Company recognizes the royalties as the underlying sales occur. The Company recorded revenue from royalties of $ 1.0 million and $ 1.0 million during the years ended December 31, 2024 and 2023, respectively, which is included in Discontinued operations on the accompanying Consolidated Statements of Operations and Other Comprehensive Income /(Loss). See Note 3 – Assets held for sale and Note 4 – Discontinued operations for additional information. The Company provides the franchisees with management expertise, training, pre-opening assistance, and restaurant operating assistance in exchange for the multi-unit development fees and initial franchise fees. The Company capitalizes these fees upon collection from the franchisee. These initial fees are then recognized as franchise fee revenue on a straight-line basis over the life of the related franchise agreements and any exercised renewal periods. Cash payments are due upon the execution of the related franchise agreement. The Company’s performance obligation with respect to franchise fee revenues consists of a license to utilize the Company’s brand for a specified period of time, which is satisfied equally over the life of each franchise agreement. If a franchise location closes or a franchise agreement is terminated for any reason, the unrecognized revenue will be recognized in full at that time. The Company recorded revenue from initial franchise fees of $ 0.6 million and $ 0.2 million during the years ended December 31, 2024 and 2023, respectively, which is included in Discontinued operations on the accompanying Consolidated Statements of Operations and Other Comprehensive Income /(Loss). See Note 3 – Assets held for sale and Note 4 – Discontinued operations for additional information. The Company has supply agreements with certain food and beverage vendors. Pursuant to the terms of these agreements, rebates are provided to the Company based upon the dollar volume of purchases for all company-owned and franchised restaurants from these vendors. Rebates earned on purchases by franchise stores are recorded as revenue during the period in which the related food and beverage purchases are made. The Company recorded revenue from rebates of $ 0.1 million and $ 0.1 million during the years ended December 31, 2024 and 2023, respectively, which is included in Discontinued operations on the accompanying Consolidated Statements of Operations and Other Comprehensive Income /(Loss). Rebates earned on purchases by Company-owned stores are recorded as a reduction of Food and beverage costs during the period in which the related food and beverage purchases are made. See Note 3 – Assets held for sale and Note 4 – Discontinued operations for additional information. F-14 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements Franchise Advertising Fund Contributions Under the Company’s franchise agreements, the Company and its franchisees are required to contribute a certain percentage of revenues to a national advertising fund. The Company’s national advertising services are provided on a system-wide basis and therefore, not considered distinct performance obligations for individual franchisees. In accordance with Topic 606, the Company recognizes these sales-based advertising contributions from franchisees as franchise revenue when the underlying franchisee Company incurs the corresponding advertising expense. The Company records the related advertising expenses as incurred under Sales, general and administrative expenses. When an advertising contribution fund is over-spent at year-end, advertising expenses will be reported on the Consolidated Statement of Operations and Other Comprehensive Loss in an amount that is greater than the revenue recorded for advertising contributions. Conversely, when an advertising contribution fund is under-spent at a year-end, the Company will accrue advertising costs up to advertising contributions recorded in revenue. The Company recorded contributions from franchisees of $ 0.1 million and $ 0.1 million, respectively, during the years ended December 31, 2024 and 2023, which are included in Discontinued operations on the accompanying Consolidated Statements of Operations and Other Comprehensive Income /(Loss). See Note 3 – Assets held for sale and Note 4 – Discontinued operations for additional information. Deferred Revenue Deferred revenue primarily includes revenue from forward sales contracts and prepayments on incomplete trades. Deferred revenue related to Sadot Food Services includes initial franchise fees received by the Company and is recorded in Liabilities held for sale. Sadot Food Services Deferred revenue is recognized in income over the life of the franchise. If a franchise location closes or a franchise agreement is terminated for any reason, the remaining deferred revenue will be recognized in full at that time. Deferred revenue related to Sadot Agri-Foods is recognized at the completion of the commodity forward sales contract agreements. See Note 3 – Assets held for sale and Note 4 – Discontinued operations for additional information. Stock-Based Expenses Stock-based expenses include all expenses that are paid with stock. This includes stock-based consulting fees due to Aggia and other consultants, stock compensation paid to the Company's board of directors, and stock compensation paid to employees. The consulting fees due to Aggia related to ongoing Sadot Agri-Foods and expansion of the global agri-commodities business. Based on the initial Services Agreement with Aggia LLC FZ, a Company formed under the laws of United Arab Emirates (“Aggia”), the consulting fees were calculated at approximately 80.0 % of the Net Income generated by Sadot Agri-Foods through March 31, 2023. As of April 1, 2023 the consulting agreement was amended to calculate consulting fees on 40.0 % of the Net income generated by Sadot LLC. See Note 17 – Commitments and contingencies for further details. For the years ended December 31, 2024 and 2023, $ 6.7 million and $ 6.2 million, respectively, are recorded as Stock-based expenses in the accompanying Consolidated Statements of Operations and Other Comprehensive Income /(Loss). Net Income / (Loss) per Share Basic income / (loss) per common share is computed by dividing net income / (loss/ attributable to Sadot Group Inc. by the weighted average number of common shares outstanding during the period. Diluted income / (loss) per common share is computed by dividing net income / (loss) attributable to common stockholders by the weighted average number of common shares outstanding, plus the impact of potential common shares, if dilutive, resulting from the exercise of warrants, options or the conversion of convertible notes payable. F-15 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements The following securities are excluded from the calculation of weighted average diluted common shares at December 31, 2024 and 2023, respectively, because their inclusion would have been anti-dilutive: December 31, 2024 2023 Warrants 1,635,974 1,615,883 Options 81,259 81,299 RSAs 891,139 398,262 Convertible debt — 175,815 Total potentially dilutive shares 2,608,372 2,271,259 F-16 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements The following table sets forth the computation of basic and dilutive net income / (loss) per share attributable to the Company’s stockholders: For the Years Ended December 31, 2024 2023 (In thousands, except for share count and per share data) Net income / (loss) attributable to Sadot Group Inc. 3,992 ( 7,824 ) Weighted-average shares outstanding: Basic 4,583,389 3,494,056 Effect of potentially dilutive RSAs 14,642 — Effect of potentially dilutive convertible debt 67,658 — Diluted 4,665,689 3,494,056 Net income / (loss) for continuing operations per share attributable to Sadot Group Inc.: Basic 1.28 ( 1.45 ) Diluted 1.26 ( 1.45 ) Net loss from discontinued operations per share attributable to Sadot Group Inc.: Basic ( 0.41 ) ( 0.79 ) Diluted ( 0.41 ) ( 0.79 ) Net income / (loss) per share attributable to Sadot Group Inc.: Basic 0.87 ( 2.24 ) Diluted 0.86 ( 2.24 ) Major Vendor The following table sets forth the major vendors to purchase commodities for resale, purchase inputs for farming operations and distribute food products to their Company-owned restaurants: For the Years Ended December 31, 2024 2023 Number of vendors 3 1 Type Commodities Commodities % of purchases 75 % 88 % Major Customers The following table sets forth the major customers: For the Years Ended December 31, 2024 2023 Number of customers 5 6 Type Commodities Commodities % of sales 74 % 86 % F-17 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements Derivative Instruments The Company recognizes all derivatives in the balance sheet at fair value. During the years ended December 31, 2024 and 2023, the Company’s derivatives were comprised of Forward sales contracts for soybeans, carbon offset units, and futures and options of food and feed related commodities, traded on the Chicago Mercantile Exchange ("CME"). Derivatives that do not meet the requirements for hedge accounting to be applied per FASB ASC 815, Derivatives and Hedging, are adjusted to fair value through earnings. If the derivative does meet the criteria in ASC 815 to use hedge accounting, depending upon the nature of the hedge, the effective portion of changes in the fair value of the hedged assets, liabilities or firm commitments through earnings (fair value hedge), or recognized in other comprehensive income until the hedged item is recognized in earnings (cash flow hedge). The ineffective portion of a derivative’s change in fair value, if any, is immediately recognized in earnings. When a hedged item in a fair value hedge is sold, the adjustment in the carrying amount of the hedged item is recognized in earnings. Refer to Fair Value of Financial Instruments below, Note 17 – Commitments and contingencies and Note 20 – Financial instruments for additional information regarding the Company’s derivative instruments. Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of the FASB ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities. Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement. See Note 19 – Fair value measurement for a summary of financial liabilities held at carrying amount including unrealized gain on derivative contracts and the unrealized loss on derivative contracts. For details related to the fair value of the unrealized gain on derivative contracts and unrealized loss on derivative contracts measured using Level 2 inputs, refer to Note 17 – Commitments and contingencies and Note 20 – Financial instruments. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. F-18 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements Tax benefits claimed or expected to be claimed on a tax return are recorded in the Company’s financial statements. A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Uncertain tax positions have had no impact on the Company’s financial condition, results of operations or cash flows. The Company does not expect any significant changes in its unrecognized tax benefits within years of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as Sales, general and administrative expenses in the Consolidated Statements of Operations and Other Comprehensive Income / (Loss). Currency Translation Differences Transactions in foreign currencies are remeasured in the functional currency of the related consolidated company at the average foreign exchange rates for income and expenses. Monetary assets and liabilities denominated in foreign currencies at the reporting date are remeasured to the functional currency at the foreign exchange rate ruling as of the reporting period end date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are remeasured to the functional currency at foreign exchange rates ruling at the dates the fair value was determined. Foreign exchange differences arising on remeasurement are recognized in the Consolidated Statement of Operations and Other Comprehensive Income / (Loss) under Foreign exchange translation adjustment. The assets and liabilities of foreign operations, including farm operations and fair value adjustments arising on consolidation, are translated to the Company’s reporting currency, United States Dollars, at foreign exchange rates at the reporting date. On a monthly basis, for subsidiaries whose functional currency is a currency other than the U.S. dollar, subsidiary statements of income and cash flows must be translated into U.S. dollars for consolidation purposes based on weighted-average exchange rates in each monthly period. As a result, fluctuations of local currencies compared to the U.S. dollar during each monthly period impact our consolidated statements of income and cash flows for each reported period (per quarter and year-to-date) and also affect comparisons between those reported periods. Non-controlling Interests The Company consolidates entities in which the Company has a controlling financial interest. The Company consolidates subsidiaries in which the Company holds, directly or indirectly, more than 50% of the voting rights. Non-controlling interests represent third-party equity ownership interests in the Company’s farming consolidated entity. The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a VIE (“variable interest entities”). These evaluations are complex and involve judgment and the use of estimates and assumptions based on available historical information, among other factors. The Company considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses control through means other than voting rights (“variable interest entities” or “VIEs”) and determines which business entity is the primary beneficiary of the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively. The Company has no VIEs at December 31, 2024 and 2023. The amount of net loss attributable to Non-controlling interests is disclosed in the Consolidated Statements of Income and Other Comprehensive Income / (Loss). Discontinued Operations As part of the Company’s stated strategy to pivot its focus to the global food supply chain sector, we spent 2024 fully engaged in the restructuring of Sadot Food Services. By refranchising company-owned units and closing underperforming locations while growing Pokémoto through franchising, the Company continued its restructuring efforts with the goal of reducing annualized restaurant operating expenses and overhead while potentially increasing franchise royalty revenue at Pokémoto. In early Q4 of 2024 the Company was able to close its last two corporate owned stores and reclassified the rest of Sadot Food Services to discontinued operations. The amount of loss from discontinued operations is disclosed in the Consolidated Statements of Income and Other Comprehensive Income / (Loss). For details related to Discontinued operations, see Note 4 – Discontinued operations. F-19 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as amended subsequently by ASUs 2018-19, 2019-04, 2019-05, 2019-10, 2019-11 and 2020-03. The guidance in the ASUs requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used. The standard also establishes additional disclosures related to credit risks. This standard is effective for fiscal years beginning after December 15, 2022. The adoption of this guidance on January 1, 2023 did not have a material impact on the Company's Consolidated Financial Statements and related disclosures. In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity. Among other changes, ASU 2020-06 removes the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share and updates the disclosure requirements in ASC 470-20, making them easier to understand for financial statement preparers and improving the decision-usefulness and relevance of the information for financial statement users. The Company early adopted the new guidance from January 1, 2023, noting no material impact. In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (Topic 280). The standard requires incremental disclosures related to reportable segments, including disaggregated expense information and the title and position of the company's chief operating decision maker ("CODM"), as identified for purposes of segment determination. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Entities must adopt the changes to the segment reporting guidance on a retrospective basis. Early adoption is permitted. The adoption of this guidance on December 31, 2024 did not have a material impact on the Company's Consolidated Financial Statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, which focuses on income tax disclosures by requiring public business entities, on an annual basis, to disclose specific categories in the rate reconciliation, provide information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid. The standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The adoption of this guidance on December 31, 2024 did not have a material impact on the Company's Consolidated Financial Statements and related disclosures. Subsequent Events The Company evaluated events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation and transactions, the Company did not identify any subsequent events that would have required adjustment or disclosure in the Financial Statements, except as disclosed in Note 23 – Subsequent events. 3. Assets Held For Sale 2024 Disposal group held for sale After launching Sadot Agri-Foods, the Company made the decision to explore the option of selling a portion of our restaurant operations. During the first quarter of 2024, the Company entered into an agreement with a brokerage firm to have the exclusive rights to offer and sell the Muscle Maker Grill and Pokemoto franchise business and potentially some of the corporate-owned restaurants. Accordingly, the assets and liabilities related to the restaurant operations were classified as held for sale in the Company’s Consolidated Balance Sheets. Throughout most of 2024, the Company considered retaining some Company owned stores due to location and potential training centers that posed challenges for sale. F-20 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements However, in the fourth quarter of 2024, the Company closed its last two corporate owned stores, and have a sale pending for the franchise business. Given the sale or pending sale of all of the restaurant operations as of December 31, 2024, we have deemed this to be a strategic shift in business structure as it will eliminate one of our two business segments, which triggered accounting for the restaurant operations as discontinued operations. The Company performed an impairment test on the net assets of the restaurant operations as of December 31, 2024, noting the carrying amount was less than the fair value less cost to sell. The following presents the major classes of assets and liabilities for the Sadot Food Services reporting unit held for sale as of December 31, 2024: As of December 31, 2024 $’000 Cash 266 Accounts receivable, net of allowance for doubtful accounts of $ 0.2 million 170 Other current assets 52 Property and equipment, net 6 Goodwill 1,798 Other non-current assets 189 Intangible assets, net 2,715 Assets held for sale 5,196 Accounts payable and accrued expenses 149 Notes payable, current 79 Operating lease liability, current 138 Deferred revenue, current 125 Other current liabilities 243 Notes payable, non-current 542 Deferred revenue, non-current 1,057 Liabilities held for sale 2,333 Sadot Food Services had the following pre-tax losses: For the Years Ended December 31, 2024 2023 $’000 $’000 Sadot Food Services Net Loss Before Income Tax ( 1,893 ) ( 2,765 ) Sadot Food Services was comprised of two fast casual restaurant concepts, Pokémoto and Muscle Maker Grill, as well as a subscription-based fresh prep meal concept. On August 1, 2024 SuperFit foods was sold for $ 0.2 million with a minimal gain on the sale. F-21 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements 4. Discontinued Operations After launching Sadot Agri-Foods, the Company made the decision to explore the option of selling a portion of our restaurant operations. During the first quarter of 2024, the Company entered into an agreement with a brokerage firm to have the exclusive rights to offer and sell the Muscle Maker Grill and Pokemoto franchise business and potentially some of the corporate-owned restaurants. Accordingly, the assets and liabilities related to the restaurant operations were classified as held for sale in the Company’s Consolidated Balance Sheets. Throughout most of 2024, the Company considered retaining some Company owned stores due to location and potential training centers that posed challenges for sale. However, in the fourth quarter of 2024, the Company closed its last two corporate owned stores, and have a sale pending for the franchise business. Given the sale or pending sale of all of the restaurant operations as of December 31, 2024, we have deemed this to be a strategic shift in business structure as it will eliminate one of our two business segments, which triggered accounting for the restaurant operations as discontinued operations. The Company performed an impairment test on the net assets of the restaurant operations as of December 31, 2024, noting the carrying amount was less than the fair value less cost to sell. The amount of loss from discontinued operations is disclosed in the Consolidated Statements of Income and Other Comprehensive Income / (Loss). Discontinued operations were as follows: For the Years Ended December 31, 2024 2023 $’000 $’000 Revenues 4,321 9,180 Cost of goods sold ( 3,113 ) ( 8,883 ) Gross profit 1,208 297 Impairment of intangible asset — ( 811 ) Impairment of goodwill — ( 828 ) Depreciation and amortization expenses ( 189 ) ( 665 ) Franchise advertising fund expenses ( 54 ) ( 73 ) Pre-opening expenses — ( 36 ) Post-closing expenses ( 155 ) ( 211 ) Sales, general and administrative expenses ( 2,703 ) ( 437 ) Loss from discontinued operations ( 1,893 ) ( 2,764 ) Other income 19 1 Interest expense, net ( 19 ) ( 1 ) Loss from discontinued operations before income tax ( 1,893 ) ( 2,764 ) Income tax benefit / (expense) from discontinued operations — ( 1 ) Loss from discontinued operations ( 1,893 ) ( 2,765 ) F-22 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements 5. Allowance for Credit Losses on Accounts Receivable For the periods ended December 31, 2024 and 2023, a summary of the activity in the allowance for credit losses on accounts receivable appears below: As of December 31, 2024 December 31, 2023 $’000 $’000 Balance at beginning of period 173 23 Adjustments related to Sadot food services 54 72 Adjustments related to Sadot agri-foods 28 78 Transferred to assets held for sale ( 150 ) — Balance at end of period 105 173 6. Other Current Assets During the year ended December 31, 2024, the Company transferred $ 0.1 million of other current assets to Assets held for sale. See Note 3 – Assets held for sale for additional information. At December 31, 2024 and 2023, the Company’s other current assets consists of the following: As of December 31, 2024 December 31, 2023 $’000 $’000 Prepaid expenses 1,911 766 Other receivables 82 7 Derivative assets - current 93,520 47,180 Unrealized gain on derivative contracts 18,602 1,491 Notes receivable, current 6,999 148 Deposit on farmland 5,852 — Prepaid forward on carbon offsets — 6,424 Other current assets 126,966 56,016 Deposit on farmland consists of funds paid as a deposit with the intent to acquire farmland in Indonesia by Sadot Agri-Foods. F-23 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements 7. Other Non-Current Assets During the year ended December 31, 2024, the Company transferred $ 0.2 million of other non-current assets to Assets held for sale. See Note 3 – Assets held for sale for additional information. At December 31, 2024 and 2023, the Company’s other non-current assets consists of the following: As of December 31, 2024 December 31, 2023 $’000 $’000 Security deposit 23 76 Notes receivable, non-current — 26 Derivative assets, non-current — 46,340 Right to use asset 132 1,284 Other non-current assets 155 47,726 8. Property and Equipment, Net During the year ended December 31, 2024, the Company transferred $ 6.0 thousand of property and equipment to Assets held for sale. See Note 3 – Assets held for sale for additional information. As of December 31, 2024, and 2023, Property and equipment consist of the following: As of December 31, 2024 December 31, 2023 $’000 $’000 Furniture and equipment 232 1,026 Vehicles 215 270 Leasehold improvements 11 877 Land and land improvements 11,766 11,766 Construction in process 6 — Property and equipment, gross 12,230 13,939 Less: accumulated depreciation ( 410 ) ( 1,056 ) Property and equipment, net 11,820 12,883 Depreciation expense amounted to $ 0.3 million and $ 0.8 million for the years ended December 31, 2024 and 2023, respectively. During the years ended December 31, 2024 and 2023, the Company wrote off Property and equipment with an original cost value of $ 0.5 million and $ 1.6 million, respectively. The Company wrote off Property and equipment related to closed locations and future locations that were terminated due to a change of business focus and recorded a loss on disposal of nil and $ 0.2 million, respectively, for the years ended December 31, 2024 and 2023, respectively, in the Consolidated Statement of Operations and Other Comprehensive Income / (Loss). 9. Goodwill and Other Intangible Assets, Net The Company’s intangible assets include trademarks, franchisee agreements, franchise license, domain names, customer list, proprietary recipes and non-compete agreements. Intangible assets are amortized over useful lives ranging from 5 to 10 years. During the year ended 2024, the Company moved the remaining intangible assets to assets held for sale and as a result of the reclassification, the Company stopped amortizing these assets. See Note 3 – Assets held for sale for additional information. F-24 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements A summary of the intangible assets is presented below: Intangible assets, net at December 31, 2022 Impairment of intangible assets Amortization expense Intangible assets, net at December 31, 2023 Impairment of intangible assets Amortization expense Transfer to assets held for sale Intangible assets, net at December 31, 2024 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 Trademark Muscle Maker Grill 670 ( 419 ) ( 251 ) — — — — — Franchise Agreements Muscle Maker Grill 136 ( 116 ) ( 20 ) — — — — — Trademark SuperFit 29 ( 22 ) ( 7 ) — — — — — Domain Name SuperFit 81 ( 62 ) ( 19 ) — — — — — Customer List SuperFit 90 ( 70 ) ( 20 ) — — — — — Proprietary Recipes SuperFit 103 ( 79 ) ( 24 ) — — — — — Non-Compete Agreement SuperFit 107 ( 43 ) ( 64 ) — — — — — Trademark Pokémoto 118 — ( 35 ) 83 — ( 9 ) ( 74 ) — Franchisee License Pokémoto 2,322 — ( 277 ) 2,045 — ( 69 ) ( 1,976 ) — Proprietary Recipes Pokémoto 867 — ( 162 ) 705 — ( 40 ) ( 665 ) — Non-Compete Agreement Pokémoto 88 — ( 88 ) — — — — — 4,611 ( 811 ) ( 967 ) 2,833 — ( 118 ) ( 2,715 ) — Amortization expense related to intangible assets was $ 0.1 million and $ 1.0 million for the years ended December 31, 2024 and 2023, respectively. A summary of the goodwill assets is presented below: Muscle Maker Grill Pokémoto SuperFit Food Total $’000 $’000 $’000 $’000 Goodwill, net at December 31, 2022 570 1,798 258 2,626 Impairment of goodwill ( 570 ) — ( 258 ) ( 828 ) Goodwill, net at December 31, 2023 — 1,798 — 1,798 Transfer to assets held for sale — ( 1,798 ) — ( 1,798 ) Goodwill, net at December 31, 2024 — — — — F-25 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements 10. Accounts Payables and Accrued Expenses During the year ended December 31, 2024, the Company transferred $ 0.1 million of Accounts payables and accrued expenses to Assets held for sale. See Note 3 – Assets held for sale for additional information. Accounts payables and accrued expenses consist of the following: As of December 31, 2024 December 31, 2023 $’000 $’000 Accounts payable 2,187 3,488 Accrued payroll and bonuses 690 756 Accrued expenses 51 204 Accrued interest expenses 7 77 Accrued professional fees 249 255 Accounts payable commodities 24,833 45,342 Accrued purchases — 17 Sales taxes payable 2 28 28,019 50,167 11. Notes Payable Line of Credit On September 22, 2023, the Company entered into the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”) pursuant to which the Company has the right to sell to Yorkville up to $ 25 million of its shares of common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. Sales of the shares of common stock to Yorkville under the SEPA, and the timing of any such sales, are at the Company’s option, and the Company is under no obligation to sell any shares of common stock to Yorkville under the SEPA except in connection with notices that may be submitted by Yorkville, in certain circumstances as described below. Upon the satisfaction of the conditions to Yorkville’s purchase obligation set forth in the SEPA, including having a registration statement registering the resale of the shares of common stock issuable under the SEPA declared effective by the SEC, the Company will have the right, but not the obligation, from time to time at its discretion until the SEPA is terminated to direct Yorkville to purchase a specified number of shares of common stock (“Advance”) by delivering written notice to Yorkville ( “Advance Notice”). While there is no mandatory minimum amount for any Advance, it may not exceed an amount equal to 100 % of the average of the daily traded amount during the five consecutive trading days immediately preceding an Advance Notice. The shares of common stock purchased pursuant to an Advance delivered by the Company will be purchased at a price equal to 97 % of the lowest daily VWAP of the shares of common stock during the three consecutive trading days commencing on the date of the delivery of the Advance Notice, other than the daily VWAP on a day in which the daily VWAP is less than a minimum acceptable price as stated by the Company in the Advance Notice or there is no VWAP on the subject trading day. The Company may establish a minimum acceptable price in each Advance Notice below which the Company will not be obligated to make any sales to Yorkville. “VWAP” is defined as the daily volume weighted average price of the shares of common stock for such trading day on the Nasdaq Stock Market during regular trading hours as reported by Bloomberg L.P. Accordingly, as may otherwise be limited by Yorkville’s 4.99 % beneficial ownership limitation, assuming the Company submits an Advance requiring Yorkville to provide $ 100,000 in funding and assuming an applicable VWAP of $ 11.00 and, in turn, a purchase price of $ 10.67 ( 97 % of the VWAP), the Company would be required to issue 9,372 shares of common stock and Yorkville would receive a profit of approximately $ 0.3201 per share, or approximately $ 2,999.98 , if it sold all of such shares at $ 11.00 per share. F-26 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements In connection with the SEPA, and subject to the condition set forth therein, Yorkville agreed to advance to the Company in the form of convertible promissory notes (the “Convertible Notes”) an aggregate principal amount of $ 4.0 million (the “Pre-Paid Advance”). The Pre-Paid Advance was disbursed on September 22, 2023 in the principal amount of $ 3.0 million and the balance of $ 1.0 million on October 30, 2023. The purchase price for the Pre-Paid Advance is 94.0 % of the principal amount of the Pre-Paid Advance. Interest shall accrue on the outstanding balance of any Pre-Paid Advance at an annual rate equal to 6.0 %, subject to an increase to 18 % upon an event of default as described in the Convertible Notes. The maturity date is 12 -months after the initial closing of the Pre-Paid Advance. Yorkville may convert the Convertible Notes into shares of the Company’s common stock at a conversion price equal to the lower of $ 11.1495 or 95 % of the lowest daily VWAP during the seven consecutive trading days immediately preceding the conversion (the “Conversion Price”), which in no event may the Conversion Price be lower than $ 3.30 (the “Floor Price”). In addition, upon the occurrence and during the continuation of an event of default, the Convertible Notes shall become immediately due and payable and the Company shall pay to Yorkville the principal and interest due thereunder. In no event shall Yorkville be allowed to effect a conversion if such conversion, along with all other shares of common stock beneficially owned by Yorkville and its affiliates would exceed 49.9 % of the outstanding shares of the common stock of the Company. If any time on or after October 22, 2023 (i) the daily VWAP is less than the Floor Price for seven trading days during a period of nine consecutive trading days (“Floor Price Trigger”), or (ii) the Company has issued in excess of 99 % of the shares of common stock available under the Exchange Cap (“Exchange Cap Trigger” and collectively with the Floor Price Trigger, the “Trigger”)), then the Company shall make monthly payments to Yorkville beginning on the seven th trading day after the Trigger and continuing monthly in the amount of $ 500,000 plus an 8.0 % premium and accrued and unpaid interest. The Exchange Cap Trigger will not apply in the event the Company has obtained the approval from its stockholders in accordance with the rules of Nasdaq Stock Market for the issuance of shares of common stock pursuant to the transactions contemplated in the Convertible Note and the SEPA in excess of 19.99 % of the aggregate number of shares of common stock issued and outstanding as of the effective date of the SEPA (the “Exchange Cap”). No triggering event occurred as of December 31, 2024. As of December 31, 2024, 607,527 shares of common stock have been converted and the note has been paid in full. Notes Payable The Company repaid a total amount of $ 10.5 million, $ 8.8 million in cash and $ 1.7 million were converted stock during the year ended December 31, 2024, and $ 5.7 million during the year ended December 31, 2023, respectively, of the notes payable. The company entered into new loans in the amount of $ 11.1 million and $ 12.1 million for the year ended December 31, 2024 and December 31, 2023, respectively. As of December 31, 2024, the Company had an aggregate amount of $ 7.4 million in notes payable, net. The notes had interest rates ranging between 3.75 % - 25.80 % per annum, due on various dates through May 2025. As of December 31, 2024, the Company has outstanding short-term secured debt in the form of notes payable totaling $ 1.9 million, which is included in the $ 7.4 million in notes payable, net. The effective interest rate on the short-term secured debt is 21.2 %. During the year ended December 31, 2024, the Company transferred $ 0.6 million of notes payable to Liabilities held for sale. See Note 3 – Assets held for sale for additional information. The maturities of notes payable as of December 31, 2024, are as follows: Principal Amount $’000 1/1/25-12/31/25 8,309 Total maturities 8,309 Less discount ( 919 ) Notes payable, net 7,390 F-27 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements 12. Leases The Company’s leases consist of restaurant locations and a corporate office. We determine if a contract contains a lease at inception. The leases generally have remaining terms of 1 - 5 years and most leases include the option to extend the leases for an additional 5 years. The total lease cost associated with Right of use assets and Operating lease liabilities for the year ended December 31, 2024, was $ 0.2 million and has been recorded in the Consolidated Statement of Operations and Other Comprehensive Loss within Cost of goods sold. During the year ended December 31, 2024, all of the Company's lease liabilities of $ 0.1 million were moved to Liabilities held for sale. See Note 3 – Assets held for sale and Note 4 – Discontinued operations for additional information. Right to use asset and operating lease liabilities decreased due to the refranchising, sale and closure of all corporate owned locations by December 31, 2024. The Company's assets and liabilities related to the Company’s leases were as follows: As of December 31, 2024 December 31, 2023 $’000 $’000 Assets Total lease assets 132 — Right to use asset 132 — Liabilities Total lease liabilities 272 1,412 Transferred to liabilities held for sale ( 138 ) — Operating leases – current 23 — Operating leases – non-current 111 — The table below presents the future minimum lease payments under the noncancellable operating leases as of December 31, 2024: Total Operating Leases Held for Sale Current Operating Leases $’000 $’000 $’000 Fiscal Year: 1/1/2025-12/31/2025 190 145 45 1/1/2026-12/31/2026 45 — 45 1/1/2027-12/31/2028 45 — 45 1/1/2028-12/31/2028 45 — 45 1/1/2029-12/31/2029 11 — 11 Thereafter — — — Total lease payments 336 145 191 Less imputed interest ( 64 ) ( 7 ) ( 57 ) Present value of lease liabilities 272 138 134 F-28 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements The Company’s lease term and discount rates were as follows: As of December 31, 2024 Weighted-average remaining lease term (in years) Operating leases 2.53 Weighted-average discount rate Operating leases 15.4 % 13. Deferred Revenue During the year ended December 31, 2024, the Company transferred $ 1.2 million of deferred revenue to Liabilities held for sale. See Note 3 – Assets held for sale for additional information. The Company's deferred revenue consists of the following: As of December 31, 2024 December 31, 2023 $’000 $’000 Deferred revenues, net 2,251 2,784 Less: deferred revenue, current ( 2,251 ) ( 1,229 ) Deferred revenues, non-current — 1,555 Deferred revenue related to commodity forward sales contracts and prepayments received on incomplete trade of $ 2.3 million and $ 1.4 million, for the years ended December 31, 2024 and 2023, respectively. Deferred revenue related to deferred franchise fees of nil and $ 1.4 million, respectively, for the years ended December 31, 2024 and 2023, respectively. 14. Other Current Liabilities During the year ended December 31, 2024, the Company transferred $ 0.2 million of other current liabilities to Liabilities held for sale. See Note 3 – Assets held for sale for additional information. Other current liabilities consist of the following: As of December 31, 2024 December 31, 2023 $’000 $’000 Gift card liability — 13 Co-op advertising fund liability — 114 Marketing development brand liability — 68 Advertising fund liability — 29 Unrealized loss on derivative contracts 60 — Operating lease liability, current 23 385 Derivative liability, current 92,094 46,046 92,177 46,655 F-29 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements 15. Other Non-Current Liabilities During the year ended December 31, 2024, the Company transferred nil of other non-current liabilities to Liabilities held for sale. See Note 3 – Assets held for sale for additional information. Other non-current liabilities consist of the following: As of December 31, 2024 December 31, 2023 $’000 $’000 Derivative liability, non-current — 46,048 Operating lease liability, non-current 111 1,027 111 47,075 16. Income Taxes The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2024 and 2023 are presented below: As of December 31, 2024 December 31, 2023 $’000 $’000 Deferred tax assets: Net operating loss carryforwards 14,525 11,890 Receivable allowance 10 37 Stock-based compensation 58 20 Intangible assets — 727 163(j) adjustment 1,091 100 Loss on discontinued operations — 4 Accrued expenses 159 106 Other carryforwards 158 — Deferred revenues — 310 Leases 58 301 Gross deferred tax asset 16,059 13,495 Deferred tax liabilities: Property and equipment ( 46 ) ( 60 ) Leases ( 28 ) ( 274 ) Unrealized gains ( 3,969 ) ( 317 ) Receivable allowance — — Gross deferred tax liabilities ( 4,043 ) ( 651 ) Net deferred tax assets 12,016 12,844 Valuation allowance ( 12,016 ) ( 12,844 ) Net deferred tax asset, net of valuation allowance — — F-30 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements The income tax (benefit) / expense for the periods shown consist of the following: For the Year Ended December 31, 2024 2023 $’000 $’000 Federal: Current — — Deferred — — State and local: Current — ( 15 ) Deferred — — Foreign: Current 3 — Deferred — — 3 ( 15 ) Change in valuation allowance — — Income tax (benefit) /expense 3 ( 15 ) A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the periods shown, are as follows: As of December 31, 2024 December 31, 2023 Federal income tax benefit at statutory rate 21.0 % 21.0 % State income tax benefit, net of federal impact 2.2 % 1.1 % Permanent differences 0.6 % ( 0.3 ) % Return to provision adjustments 2.8 % 0.5 % Foreign Tax ( 1.1 ) % — % Fair value gain/loss on share issuance ( 21.8 ) % 3.6 % Deferred adjustments due to discontinued operations 14.8 % — % Other — % ( 2.5 ) % Change in valuation allowance ( 18.4 ) % ( 23.2 ) % Effective income tax rate 0.1 % 0.2 % The Company has filing obligations in what it considers its U.S. major tax jurisdictions as follows: Connecticut, Kansas, Texas, Virginia, New York State and New York City. The earliest year that the Company is subject to examination is the year ended December 31, 2015. The Company has approximately $ 81.9 million of Federal and State Net operating loss (“NOLs”) available to offset future taxable income. The net operating loss carryforwards generated prior to 2018, if not utilized, will expire from 2035 to 2037 for federal and state purposes. As of December 31, 2024 and 2023, the Company has determined that it is more likely than not that the Company will not recognize the future tax benefit of the loss carryforwards and has recognized a valuation allowance of $ 12.0 million and $ 12.8 million, respectively. The valuation allowance decreased by approximately $ 0.8 million. F-31 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, and similar state provisions. Generally, in addition to certain entity reorganizations, the limitation applies when one or more “5 percent stockholders” increase their ownership, in the aggregate, by more than 50 percentage points over a 36-month time period testing period or beginning the day after the most recent ownership change, if shorter. 17. Commitments and Contingencies Forward Purchase and Sales Contracts On September 12, 2023, the Company through Sadot Agri-Foods, entered into a forward purchase contract titled the Verified Emissions Reduction Purchase Agreement (“VERPA”) for the acquisition of 180,000 Verified Carbon Units (“VCUs”) generated by a conservation project along the Riau coastline in Indonesia (“conservation project”). Under the VERPA, Sadot Agri-Foods will acquire the VCUs between 2025 and 2027 at a price of $ 35.69 per VCU, or $ 6.4 million in total, which was paid on September 23, 2023, and recorded as “Prepaid forward on carbon offsets” on the balance sheet. Delivery of the VCUs is expected within 14 days from credit issuance annually, with delivery to occur no later than December each year. On September 13, 2023, the Company also entered into a separate forward sales agreement, where the purchaser agreed to acquire 180,000 VCUs between 2025 and 2026 at a price of $ 44.62 per VCU, or $ 8.0 million. These VCUs were expected to be generated from the same conservation project, with payment due by 2025. Additionally, Sadot Agri-Foods had the right to repurchase any VCUs during the contract term at the current market price, determined by an independent marketplace, and this contract was classified as a derivative under ASC 815. On September 20, 2024, the Company sold the right to both contracts for $ 9.3 million, recorded in Commodity sales, and the $ 6.4 million prepaid amount was recorded in Cost of goods sold. Partially offsetting the $ 2.9 million gain on the prepaid asset, the Company derecognized the $ 1.4 million derivative asset related to the fair value of the forward contract and recorded a loss for that amount in the line item Gain on fair value remeasurement on the Consolidated Statement of Operations and Other Comprehensive Income / (Loss). On November 24, 2023, the Company through Sadot Agri-Foods, entered into a forward sale contract for the sale of 70,000 Metric Tons (“MTs”) of soybeans. Sadot Agri-Foods will provide 70,000 MTs to a third-party in May 2025, which is the executed contract date. The acquisition price for these MTs is $ 662 per MT, or $ 46.3 million in the aggregate. This contract was determined to be a derivative in accordance with ASC 815. The Gain on fair value remeasurement recorded during the years ended December 31, 2024 and 2023 were $ 8.6 million and $ 0.7 million, respectively. On December 6, 2023, the Company through Sadot Agri-Foods, entered into a forward sale contract for the sale of 70,000 Metric Tons (“MTs”) of soybeans. Sadot Agri-Foods will provide 70,000 MTs to a third-party in July 2025, which is the executed contract date. The acquisition price for these MTs is $ 674 per MT, or $ 47.2 million in the aggregate. This contract was determined to be a derivative in accordance with ASC 815. The Gain on fair value remeasurement recorded during the years ended December 31, 2024 and 2023 were $ 9.1 million and $ 0.2 million, respectively. Refer to Note 2 – Significant accounting policies, Note 19 – Fair value measurement and Note 20 – Financial instruments for additional information regarding the Unrealized gain on derivative contracts. Consulting Agreements On November 14, 2022 (the “Effective Date”), the Company, Sadot LLC and Aggia LLC FC, a company formed under the laws of United Arab Emirates (“Aggia”) entered into a Services Agreement (the “Services Agreement”) whereby Sadot LLC engaged Aggia to provide certain advisory services to Sadot Agri-Food for creating, acquiring and managing Sadot Agri-Foods’s business of wholesaling food and engaging in the purchase and sale of physical food commodities. F-32 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements As consideration for Aggia providing the services to Sadot Agri-Food, the Company agreed to issue shares of common stock of the Company, par value $ 0.0001 per share, to Aggia subject to Sadot Agri-Food generating net income measured on a quarterly basis at per share price of $ 15.6250 , subject to equitable adjustments for any combinations or splits of the common stock occurring following the Effective Date. Upon Sadot Agri-Food generating net income for any fiscal quarter, the Company shall issue Aggia a number of shares of common stock equal to the net income for such fiscal quarter divided by the per share price (the “Shares”). The Company may only issue authorized, unreserved shares of common stock. The Company will not issue Aggia in excess of 1,442,428 shares representing 49.9 99% of the number of issued and outstanding shares of common stock as of the Effective Date. Further, once Aggia has been issued a number of shares constituting 19.99 % of the issued and outstanding shares of common stock of the Company, no additional shares shall be issued to Aggia unless and until this transaction has been approved by the shareholders of the Company. In the event that the shares cap has been reached, then the remaining portion of the net income, if any, not issued as shares shall accrue as debt payable by Sadot Group to Aggia until such debt has reached a maximum of $ 71.5 million. The Company will prepare the shares earned calculation after the annual audit or quarter review is completed by the auditors. The shares will be issued within 10 days of the final calculation. On July 14, 2023 (the “Addendum Date”), effective April 1, 2023, the parties entered into Addendum 2 to the Services Agreement (“Addendum 2”) pursuant to which the parties amended the compensation that Aggia is entitled. Pursuant to Addendum 2, on the Addendum Date, the Company issued 885,546 shares (the “Shares”) of common stock, par value $ 0.0001 per share, of the Company, which such Shares represent 1,442,428 Shares that Aggia is entitled to receive pursuant to the Services Agreement less the 556,882 Shares that have been issued to Aggia pursuant to the Services Agreement as of the Addendum Date. The Company will not issue Aggia in excess of 1,442,428 Shares representing 49.9 % of the number of issued and outstanding shares of common stock as of the effective date of the Services Agreement. The Shares shall be considered issued and outstanding as of the Addendum Date and Aggia shall hold all rights associated with such Shares. The Shares vest on a progressive schedule, at a rate equal to the net income of Sadot Agri-Foods, calculated quarterly divided by $ 31.25 , which for accounting purposes shall equal 40 % of the net income of Sadot Agri-Foods, calculated quarterly divided by $ 12.50 . During the 30 day period after July 14, 2028 (the “Share Repurchase Date”), Aggia may purchase any Shares not vested. All Shares not vested or purchased by Aggia, shall be repurchased by the Company from Aggia at per share price of $ 0.001 per share. Further, the parties clarified that the Lock Up Agreement previously entered between the Company and Aggia dated November 16, 2022 shall be terminated on May 16, 2024 provided that any Shares that have not vested or been purchased by Aggia may not be transferred, offered, pledged, sold, subject to a contract to sell, granted any options for the sale of or otherwise disposed of, directly or indirectly. Following the Share Repurchase Date, in the event that there is net income for any fiscal quarter, then an amount equal to 40 % of the net income shall accrue as debt payable by Sadot Group to Aggia (the “Debt”), until such Debt has reached a maximum of $ 71.5 million. Additionally, for the years ended December 31, 2024 and 2023, the Company reimbursed Aggia for all operating costs related to Sadot Agri-Foods operating expenses including labor, operating expenses and general administrative expenses of $ 1.8 million, $ 0.3 million and $ 1.7 million, respectively and all operating costs related to Sadot Agri-Foods including labor, operating expenses and general administrative expenses of $ 2.6 million and $ 0.5 million and $ 0.1 million respectively. Franchising During the years ended December 31, 2024 and 2023, the Company entered into various Pokémoto franchise agreements for a total of 27 and 20 , respectively, potentially new Pokémoto locations with various franchisees. The Franchisees paid the Company an aggregate of $ 0.4 million and $ 0.2 million and this has been recorded in liabilities held for sale as of December 31, 2024 and 2023, respectively. See Note 3 – Assets held for sale for additional information. F-33 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements Sales Taxes The Company had accrued a sales tax liability for approximately $ 2.0 thousand and $ 27.8 thousand as of December 31, 2024, and December 31, 2023, respectively. As of December 31, 2024 and December 31, 2023, the Company has accrued for the liability in accounts payable and accrued expenses. Litigations, Claims and Assessments On November 7, 2024, Lombard Trading International Corp. filed an Amended Complaint against the Company and Sadot Latam, LLC in the 11th Judicial Circuit of Florida in and for Miami-Dade County, Florida (Case No.: 2024-020971-CA-01). The Amended Complaint alleges unjust enrichment, conversion, fraud, conspiracy and civil theft related to a commodities transaction. The plaintiff claims that the Company failed to pay upon delivery of certain goods and is seeking damages in the amount of $ 7.4 million. The Company has not received the goods and has not received the Bills of Lading that were contractually required for the transaction to be completed. The Company denies these allegations and intends to vigorously defend against the claims. While the Company believes it has meritorious defenses, it cannot predict the outcome of this matter or reasonably estimate the potential loss at this time. Therefore, no contingent liability has been recorded as of December 31, 2024. In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. In the opinion of management after consulting legal counsel, such matters are currently not expected to have a material impact on the Company’s financial statements. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements after consulting legal counsel. Employment Agreements On February 10, 2025, the Company and Sadot Brasil Ltda. (“Sadot Brasil”), the Company’s wholly owned subsidiary, entered into an Employment Agreement with Catia Jorge effective February 10, 2025. During the term of the Employment Agreement, Ms. Jorge will serve as Chief Executive Officer for both the Company and Sadot Brasil and will be entitled to a base salary at the annualized rate of $ 0.3 million. In addition, Ms. Jorge will be entitled to a one time bonus of $ 0.5 million of which half will be payable upon the 90 day anniversary of her engagement and the balance to be paid on the 180 day anniversary (the “Bonus”). Ms. Jorge will also receive a one time grant of $ 0.1 million in restricted stock grants. Further, the Company will make a contribution of up to $ 16.0 thousand per annum contribution to a private pension plan. The restricted stock grant vests quarterly over one year in equal quarterly installments commencing January 1, 2025, which shall be priced and issued on the third trading day immediately following the filling the Form 10K Annual Report for such applicable year. The per share price will be the closing price immediately prior to the date of each grant. If Ms. Jorge is terminated by the Company for any reason other than cause Ms. Jorge will be entitled to a severance package of 18 months of salary. Ms. Jorge’s compensation, which, except for the Bonus, is denominated in Brazilian Real, has been converted to U.S. Dollars for the purpose of this disclosure. Please note that the conversion rate used for disclosure purposes is is 6 Reais to every 1 U. S. Dollar as of February 10, 2025. Actual payments to Ms. Jorge will be made in Brazilian Real, and the amounts received may vary based on fluctuations in the exchange rate at the time of payment. This disclosure is intended to provide transparency regarding the compensation agreed upon in the Brazilian Real currency, which is the operational currency for Mr. Jorge’s compensation unless noted otherwise. F-34 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements On February 9, 2025 the Company entered into an Executive Employment Agreement with Michael Roper (the “Roper Agreement”), which replaced his prior employment agreement. Pursuant to the Roper Agreement, Mr. Roper will transition to the role of Chief Governance and Compliance Officer, reporting directly to the Company’s Chief Executive Officer. During the term of the Roper Agreement, Mr. Roper is entitled to a base salary at the annualized rate of $ 0.4 million consisting of an annual cash salary of $ 0.3 million and an annual restricted stock grant of $ 0.1 million vesting quarterly over one year in equal quarterly installments commencing January 1, 2025 which shall be priced and issued on the third trading day immediately following the filing of the Form 10K Annual Report for such applicable year. Mr. Roper will be eligible for a discretionary performance bonus to be determined by the Board annually with the annual bonus for the year ended December 31, 2025 to be equal to 75 % of the cash salary. If Mr. Roper is terminated for any reason, he will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such equity grant. If Mr. Roper is terminated by the Company for any reason other than cause or resigns for a good reason, Mr. Roper will be entitled to a severance payment equal 18 months of the annual compensation, all bonuses earned and all equity compensation shall be fully accelerated. On February 9, 2025 the Company entered into an Executive Employment Agreement with Jennifer Black (the “Black Agreement”), which replaced her prior employment agreement. Pursuant to the Executive Employment Agreement entered with Ms. Black (the “Black Agreement”), Ms. Black will continue to serve as Chief Financial Officer, reporting directly to the Company’s Chief Executive Officer. During the term of the Black Agreement, Ms. Black is entitled to a base salary at the annualized rate of $ 0.4 million consisting of an annual cash salary of $ 0.3 million and an annual restricted stock grant of $ 0.1 million vesting quarterly over one year in equal quarterly installments commencing January 1, 2025 which shall be priced and issued on the third trading day immediately following the filing of the Form 10K Annual Report for such applicable year. Ms. Black will be eligible for a discretionary performance bonus to be determined by the Board annually with the annual bonus for the year ended December 31, 2025 to be equal to 75 % of the cash salary. If Ms. Black is terminated for any reason, she will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such equity grant. If Ms. Black is terminated by the Company for any reason other than cause or resigns for a good reason, Ms. Black will be entitled to a severance payment equal 12 months of the annual compensation, all bonuses earned and all equity compensation shall be fully accelerated. On November 16, 2022, the Company entered into an Executive Employment Agreement with Kenn Miller (the “Miller Agreement”), which replaced his prior employment agreement. Pursuant to the Miller Agreement, Mr. Miller will continue to be employed as Chief Operating Officer of the Company on an at will basis. During the term of the Miller Agreement, Mr. Miller is entitled to a base salary at the annualized rate of $ 0.3 million. Mr. Miller will be eligible for a discretionary performance bonus up to 75 % of his annual salary. Further, Mr. Miller will be entitled to an additional bonus of $ 25.0 thousand which is accrued and unpaid, relating to the appointment of certain directors pursuant to the agreement with Aggia. If Mr. Miller is terminated for any reason, he will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such stock option. If Mr. Miller is terminated by the Company for any reason other than cause or resigns for a good reason, Mr. Miller will be entitled to a severance payment equal to 36 months of salary, which will be reduced to 12 months following the second anniversary of the Miller Agreement, and all equity compensation shall be fully accelerated. On November 16, 2022, the Company entered into an Executive Employment Agreement with Kevin Mohan (the “Mohan Agreement”), which replaced his prior employment agreement. Pursuant to the Mohan Agreement, Mr. Mohan will continue to be employed as Chief Investment Officer of the Company on an at will basis. During the term of the Employment Agreement, Mr. Mohan is entitled to a base salary at the annualized rate of $ 0.2 million. Mr. Mohan will be eligible for a discretionary performance bonus up to 75 % of his annual salary. Mr. Mohan received an additional bonus of $ 0.1 million on March 2, 2023 and an additional $ 25.0 thousand which is accrued and unpaid, relating to the appointment of certain directors pursuant to the agreement with Aggia. If Mr. Mohan is terminated for any reason, he will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such stock option. If Mr. Mohan is terminated by the Company for any reason other than cause or resigns for a good reason, Mr. Mohan will be entitled to a severance payment equal to 36 months of salary, which will be reduced to six months following the second anniversary of the Mohan Agreement, and all equity compensation shall be fully accelerated. F-35 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements On November 16, 2022, the Company entered into an Executive Employment Agreement with Aimee Infante (the “Infante Agreement”), which replaced her prior employment agreement. Pursuant to the Infante Agreement, Ms. Infante will continue to be employed as Chief Marketing Officer of the Company on an at will basis. During the term of the Infante Agreement, Ms. Infante is entitled to a base salary at the annualized rate of $ 0.2 million. Ms. Infante will be eligible for a discretionary performance bonus up to 25 % of her annual salary. Further, Ms. Infante will be entitled to an additional bonus of $ 25.0 thousand which is accrued and unpaid, relating to the appointment of certain directors pursuant to the agreement with Aggia. If Ms. Infante is terminated for any reason, she will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such stock option. If Ms. Infante is terminated by the Company for any reason other than cause or resigns for a good reason, Ms. Infante will be entitled to a severance payment equal to 36 months of salary, which will be reduced to six months following the second anniversary of the Infante Agreement, and all equity compensation shall be fully accelerated. NASDAQ Notice On November 7, 2023, the Company received notice from The Nasdaq Stock Market (“Nasdaq”) that the closing bid price for the Company’s common stock had been below $1.00 per share for the previous 30 consecutive business days, and that the Company is therefore not in compliance with the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Rule”). Nasdaq’s notice has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Capital Market. The notice indicated that the Company will have 180 calendar days, until May 6, 2024, to regain compliance with this requirement. On April 29, 2024, the Company submitted a request to Nasdaq requesting an additional 180 days to regain compliance. On May 7, 2024, the Company received notice from Nasdaq that the request for an additional 180 days to regain compliance was approved. The Company was eligible to regain compliance with the $1.00 minimum bid listing requirement if the closing bid price of its common stock is at least $1.00 per share for a minimum of ten (10) consecutive business days during the 180-day compliance period. To qualify, the Company was required to meet the continued listing requirement for market value of the Company's publicly held shares and all other Nasdaq initial listing standards, except the bid price requirement, and was required to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period. On October 9, 2024, the Company filed a Certificate of Change Pursuant to NRS 78.209 with the Nevada Secretary of State to effect the Reverse Stock Split, which became effective 12:01 am eastern on October 18, 2024. As a result of the Reverse Stock Split, every 10 shares of the Company’s common stock issued and outstanding on the effective date were consolidated into one issued and outstanding share. All stockholders who would be entitled to receive fractional shares as a result of the Reverse Stock Split received one whole share for their fractional share interest. There was no change in the par value of our common stock. The Company effectuated a Reverse Stock Split to raise the per share bid price of the Company’s Common Stock above $1.00 per share with the goal of bringing the Company back into compliance with Nasdaq Listing Rule 5550(a)(2). The Company received notice from Nasdaq on November 1, 2024, indicating that the Company regained compliance with the minimum bid price requirement under the Rule. The Company’s common stock began trading on a split-adjusted basis on Nasdaq at the commencement of trading on October 18, 2024 under the Company’s existing symbol “SDOT.” The Company’s common stock has been assigned a new CUSIP number of 627333305 in connection with the Reverse Stock Split. F-36 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements 18. Reportable Operating Segments See Note 1 – Business organization and nature of operations for descriptions of our operating segments. The Company’s reportable segments are determined based on the management approach, consistent with the way the Chief Operating Decision Maker (CODM) evaluates financial performance and allocates resources. The CODM, identified as the Chief Executive Officer, regularly reviews discrete financial information for the Sadot Food Services and Sadot Agri-Foods segments to assess performance and make operational decisions. The following table sets forth the results of operations for the relevant segments for the years ended December 31, 2024 and 2023: For the Year Ended December 31, 2024 Sadot food service Sadot agri-foods Corporate adj. Total segments $’000 $’000 $’000 $’000 Commodity sales — 700,937 — 700,937 Cost of goods sold — ( 695,821 ) — ( 695,821 ) Gross profit — 5,116 — 5,116 Depreciation and amortization expenses — ( 256 ) ( 3 ) ( 259 ) Stock-based expenses — — ( 6,662 ) ( 6,662 ) Sales, general and administrative expenses — ( 5,219 ) ( 4,440 ) ( 9,659 ) (Loss) / income from operations — ( 359 ) ( 11,105 ) ( 11,464 ) Interest expense, net — ( 2,370 ) ( 2,279 ) ( 4,649 ) Change in fair value of stock-based compensation — — 4,116 4,116 Gain on fair value remeasurement — 17,111 — 17,111 Gain on sale of trading securities — 518 — 518 (Loss) / income before income tax — 14,900 ( 9,268 ) 5,632 Income tax (expense) benefit — ( 3 ) — ( 3 ) Net Income / (loss) from continuing operations — 14,897 ( 9,268 ) 5,629 Loss on discontinued operations ( 1,893 ) — — ( 1,893 ) Net (loss) / income ( 1,893 ) 14,897 ( 9,268 ) 3,736 Net loss attributable to non-controlling interest — 256 — 256 Net (loss) / income attributable to Sadot Group Inc. ( 1,893 ) 15,153 ( 9,268 ) 3,992 Total assets 5,196 157,881 1,577 164,654 F-37 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements For the Year Ended December 31, 2023 Sadot food service Sadot agri-foods Corporate adj. Total segments $’000 $’000 $’000 $’000 Commodity sales — 717,506 — 717,506 Cost of goods sold — ( 707,871 ) — ( 707,871 ) Gross profit — 9,635 — 9,635 Depreciation and amortization expenses — ( 151 ) ( 992 ) ( 1,143 ) Pre-opening expenses — ( 336 ) — ( 336 ) Stock-based expenses — — ( 6,192 ) ( 6,192 ) Sales, general and administrative expenses — ( 1,552 ) ( 7,416 ) ( 8,968 ) (Loss) / income from operations — 7,596 ( 14,600 ) ( 7,004 ) Other income — — 308 308 Interest expense, net — ( 52 ) ( 416 ) ( 468 ) Change in fair value of stock-based compensation — — 1,339 1,339 Warrant modification expense — — ( 958 ) ( 958 ) Gain on fair value remeasurement — 1,491 — 1,491 (Loss) / income before income tax — 9,035 ( 14,327 ) ( 5,292 ) Income tax (expense) benefit — — 15 15 Net Income / (loss) from continuing operations — 9,035 ( 14,312 ) ( 5,277 ) Loss on discontinued operations ( 2,765 ) — — ( 2,765 ) Net (loss) / income ( 2,765 ) 9,035 ( 14,312 ) ( 8,042 ) Net loss attributable to non-controlling interest — 218 — 218 Net (loss) / income attributable to Sadot Group Inc. ( 2,765 ) 9,253 ( 14,312 ) ( 7,824 ) Total assets 10,416 162,175 5,500 178,091 During the year ended December 31, 2024, assets related to our Sadot Food Services segment met the criteria for classification as Assets Held for Sale. See Note 2 – Significant accounting policies and Note 3 – Assets held for sale and Note 4 – Discontinued operations for additional information. In late 2022, Sadot Group transformed from a U.S.-centric restaurant business into a global organization focused on the Agri-Foods supply-chain. As a result, we have reevaluated and changed our operating segments late in 2023 to align with our two distinct segments. Previously we split out Muscle Maker Grill, Pokémoto, and SuperFit Foods as their own restaurant operating segments. With the transformation of our business into a global, food-focused organization, we operate the business in two distinct business segments Sadot Agri-Foods and Sadot Food Service. The Company will continue to evaluate its operating segments and update as necessary. F-38 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements 19. Fair Value Measurement The following tables presents information about the Company's assets and liabilities that are measure at fair value on a recurring basis at December 31, 2024 and 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, 2024 Level 1 Level 2 Level 3 Total $’000 $’000 $’000 $’000 Financial assets: Derivative asset — 93,520 — 93,520 Unrealized gain on derivative contracts — 18,602 — 18,602 — 112,122 — 112,122 Financial liabilities: Derivative liability — 92,094 — 92,094 Unrealized loss on derivative contracts — 60 — 60 — 92,154 — 92,154 December 31, 2023 Level 1 Level 2 Level 3 Total $’000 $’000 $’000 $’000 Financial assets: Derivative asset — 93,520 — 93,520 Unrealized gain on derivative contracts — 1,491 — 1,491 — 95,011 — 95,011 Financial liabilities: Derivative liability — 92,094 — 92,094 — 92,094 — 92,094 There were no transfers between fair value levels during the year ended December 31, 2024. See Note 17 – Commitments and contingencies and Note 20 – Financial instruments for details related to the unrealized gain on derivative contracts being fair valued using Level 2 inputs. The fair value of the unrealized loss on derivative contracts, unrealized gain on derivative contracts, derivative asset and derivative liability is based on quoted prices for similar assets and liabilities in active market or inputs that are observable which represent Level 2 measurements within the fair value hierarchy and is based on observable prices for similar assets sourced by an independent marketplace. Please refer to Note 2 – Significant accounting policies for additional information on ASC 815 leveling. 20. Financial Instruments Inherent in our business is the risk of matching the timing of our purchase and sales contracts. The prices of food and feed commodities (e.g., soybeans, wheat, corn, etc.) and carbon offset units we buy and sell are based on a constantly moving terminal market price determined by various exchanges (e.g., CME, Chicago Board of Trade ("CBOT") and Dalian Commodity Exchange ("DCE"), etc.). Were we not to hedge such exposures, we could be exposed to significant losses due to the continually changing commodity prices. F-39 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements We use commodity futures contracts to manage our exposure to this commodity price risk. It is generally our policy to hedge such risks to the extent practicable. We enter into hedges to limit our exposure to volatile price fluctuations that we believe would impact our gross margins on firm purchase and sales commitments. As an example, if we enter into fixed price contracts with our suppliers and variable priced sales contracts with our customers, we will generally enter into a futures contract to sell the commodity for future delivery in the month when we expect the commodity price to be fixed according to the sales contract terms. We repurchase this position once the pricing has been fixed with our customer. If the underlying commodity price increases, we suffer a hedging loss and have an unrealized loss on derivative contracts, but the sales price to the customer is based on a higher market price and offsets the loss. Conversely, if the commodity price decreases, we have a hedging gain and recognize an unrealized gain on derivative contracts, but the sales price to the customer is based on the lower market price and offsets the gain. In accordance with FASB ASC 815, Derivatives and Hedging, we designate these derivative contracts as fair value hedges and recognize them on our balance sheet at fair value. We also recognize offsetting changes in the fair value of the related firm purchase and sales commitment to which the hedge is attributable in earnings upon revenue recognition, which occurs at the time of delivery to our customers. The potential for losses related to our hedging activities, given our hedging methodology, arises from the exchanges for our commodity hedges or customer defaults. In the event of a customer default, we might be forced to sell the commodities in the open market and absorb losses for the commodities. Our results of operations could be materially impacted by any counterparty or customer default, as we might not be able to collect money owed to us and/or our hedge might effectively be cancelled. We use hedges for no purpose other than to avoid exposure to changes in commodity prices between when we buy a shipment of commodities from a supplier and when we deliver it to a customer. Our derivatives are not for purposes of trading in the futures market. We earn our gross profit margin through our business operations and not from the movement of commodity prices. The Company’s assets and liabilities related to unrealized gains or losses on fair value hedges measured at fair value at December 31, 2024 and 2023 are as follows: Derivatives designated as fair value hedges Balance Sheet Location December 31, 2024 December 31, 2023 Asset (liability) derivatives: $’000 $’000 Unrealized loss on derivative contracts Other current liabilities ( 60 ) — Total ( 60 ) — The table below summarizes the realized gain or (loss) on the Company’s derivative instruments and their location in the Consolidated Statement of Operations and Other Comprehensive Income / (Loss): For the Years Ended Derivatives in hedging relationships Location of Gain / (Loss) Recognized December 31, 2024 December 31, 2023 $’000 $’000 Unrealized loss on derivative contracts Cost of goods sold ( 275 ) — Total ( 275 ) — From time to time we may enter into forward sales contracts that do not meet the definition or qualify for hedge accounting. Forward sales contracts are derivatives that were entered into to sell goods at a later date at a fixed or determinable price for a specific period. Forward sales contracts are recognized on the balance sheet at the value of the contract and the difference in the fair value and derivative liability is recorded as an unrealized gain on derivative contracts or unrealized loss on derivative contracts. If the underlying commodity price increases, we suffer a mark to market loss and have a derivative liability. Conversely, if the commodity price decreases, we have a hedging gain and recognize a unrealized gain on derivative contract. As part of our business we also engage in the purchase, sale and distribution of food and feed products. If we do not have a matching sales contract related to such products, (for example, any commodity products that are unsold in our inventory), we have price risk that we currently do not or are unable to hedge. As such, any decline in pricing for such products may adversely impact our profitability. F-40 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements The follow table sets forth the fair value of derivatives not designated as hedging instruments as of at December 31, 2024 and 2023: Derivatives Balance Sheet Location December 31, 2024 December 31, 2023 Asset (liability) derivatives: $’000 $’000 Unrealized gain on derivative contracts Other current assets 18,602 1,491 Derivative asset Other current assets 93,520 47,180 Derivative asset Other non-current assets — 46,340 Derivative liability Other current liabilities ( 92,094 ) ( 46,046 ) Derivative liability Other non-current liabilities — ( 46,048 ) Total 20,028 2,917 The table below summarizes the realized g ain or (loss) on the Company’s derivative instruments and their location in the Consolidated Statement of Operations and Other Comprehensive Income / (Loss): For the Years Ended Derivatives Location of Gain / (Loss) Recognized December 31, 2024 December 31, 2023 $’000 $’000 Unrealized gain on derivative contracts Gain / (loss) on fair value remeasurement 17,111 1,491 Total 17,111 1,491 21. Equity Stock Option and Stock Issuance Plan 2021 Plan The Company’s board of directors and shareholders approved and adopted on October 7, 2021 the 2021 Equity Incentive Plan (“2021 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2021 Plan, the Company reserved 150,000 shares of common stock for issuance. As of December 31, 2024, 65,643 shares have been issued and 74,357 options to purchase shares have been awarded under the 2021 Plan. 2023 Plan The Company’s board of directors and shareholders approved and adopted on February 28, 2023 the 2023 Equity Incentive Plan (“2023 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2023 Plan, the Company reserved 250,000 shares of common stock for issuance. As of December 31, 2024, 242,404 shares have been issued and 6,893 option to purchase shares have been awarded under the 2023 Plan. F-41 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements 2024 Plan The Company’s board of directors and shareholders approved and adopted on October 27, 2023 the 2024 Equity Incentive Plan (“2024 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2024 Plan, the Company reserved 750,000 shares of common stock for issuance. As of December 31, 2024, 401,936 shares have been issued under the 2024 Plan and nil option to purchase shares have been awarded under the 2024 Plan. Common Stock Issuances On January 5, 2023, the Company authorized the issuance of an aggregate of 3,131 shares of common stock to the members of the board of directors as compensation earned during the fourth quarter of 2022. On March 27, 2023, the Company authorized the issuance of 284,881 shares of common stock to a Aggia for services rendered. On April 5, 2023 the Company authorized the issuance of 2,974 shares of common stock to the members of the board of directors as compensation earned during the first quarter of 2023. On May 10, 2023 the Company authorized the issuance of 13,965 shares of common stock to a consultant for services rendered. On May 25, 2023, the Company authorized the issuance of 272,002 shares of common stock to Aggia for services rendered. On June 30, 2023, the Company vested 85,472 shares of common stock to a consultant for services rendered. On July 11, 2023, the Company authorized the issuance of an aggregate of 3,298 shares of common stock to the members of the board of directors as compensation earned during the second quarter of 2023. On July 14, 2023, the Company issued 885,545 Restricted Share Awards to Aggia, with an effective issuance date of April 1, 2023. On July 27, 2023, the Company authorized the issuance of 215,331 shares of common stock to Altium in exchange for the exercise of warrants. On August 15, 2023, the Company authorized the issuance of 5,000 shares of common stock to a consultant for services rendered. On September 25, 2023, the Company authorized the issuance of 22,727 shares of common stock in fees to a consultant for services rendered related to the SEPA. On September 30, 2023, the Company vested 53,831 shares of common stock to to a consultant for services rendered. On October 2, 2023, the Company authorized the issuance of an aggregate of 6,365 shares of common stock to the members of the board of directors as compensation earned during the third quarter of 2023. On October 20, 2023, the Company authorized the issuance of 8,550 shares of common stock to consultants for services rendered. On November 6, 2023, the Company authorized the issuance of 8,043 shares of common stock in connection with the conversion of notes payables. F-42 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements On November 14, 2023, the Company authorized the issuance of 15,911 shares of common stock in connection with the conversion of notes payables. On November 29, 2023, the Company authorized the issuance of 23,732 shares of common stock in connection with the conversion of notes payables. On December 13, 2023, the Company authorized the issuance of 27,132 shares of common stock in connection with the conversion of notes payables. On December 19, 2023, the Company authorized the issuance of 26,791 shares of common stock in connection with the conversion of notes payables. On December 19, 2023, the Company issued 202,260 RSA's to certain members of the board of directors, consultants and employees. Total RSA vested as a result of the departure of certain members of the board of directors were 17,640 shares for 2023. The remaining RSA vest ratably over 12 quarters with the first vesting starting on March 31, 2024. On December 31, 2023, the Company vested 20,986 shares of common stock to Aggia as consulting fees earned during the fourth quarter of 2023. On January 4, 2024 the Company authorized the issuance of 10,564 shares of common stock to the members of the board of directors as compensation earned during the fourth quarter of 2023. The Company accrued for the liability as of December 31, 2023. On January 8, 2024, the Company authorized the issuance of 27,694 shares of common stock in connection with the conversion of notes payable. On January 11, 2024, the Company authorized the issuance of 27,891 shares of common stock in connection with the conversion of notes payable. On January 22, 2024, the Company authorized the issuance of 30,577 shares of common stock in connection with the conversion of notes payable. On January 29, 2024, the Company authorized the issuance of 30,443 shares of common stock in connection with the conversion of notes payable. On February 16, 2024 the Company authorized the issuance of 300 shares of common stock to a consultant for services rendered. On February 16, 2024, the Company authorized the issuance of 30,572 shares of common stock in connection with the conversion of notes payable. On March 15, 2024, the Company authorized the issuance of 60,885 shares of common stock in connection with the conversion of notes payable. On March 20, 2024, the Company authorized the issuance of 76,077 shares of common stock in connection with the conversion of notes payable. On March 28, 2024 the Company authorized the issuance of 7,950 shares of common stock to a consultant for services rendered. On March 31, 2024, the Company vested 50,094 shares of common stock to Aggia as consulting fees earned during the first quarter of 2024. On June 30, 2024, the Company vested 139,899 shares of common stock to Aggia as consulting fees earned during the second quarter of 2024. On August 14, 2024, the Company authorized the issuance of 54,981 shares of common stock in connection with the conversion of notes payable. F-43 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements On August 19, 2024, the Company authorized the issuance of 104,249 shares of common stock in connection with the conversion of notes payable. On August 26, 2024 the Company authorized the issuance of 47,500 shares of common stock to a consultant for services rendered. On September 27, 2024, the Company authorized the issuance of 62,549 shares of common stock in connection with the conversion of notes payable. On September 30, 2024, the Company vested 121,149 shares of common stock to Aggia as consulting fees earned during the third quarter of 2024. On December 3, 2024, the Company entered into a Purchase Agreement (the “Purchase Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with institutional investors (“Purchasers”) and issued an aggregate of $ 3.75 million aggregate principal amount of convertible senior notes due in 2025 (the “Notes”) for aggregate gross proceeds of approximately $ 3.0 million, before deducting fees to the placement agent and other expenses payable by the Company (the “Offering”). RBW Capital Partners LLC, offering all securities through Dominari Securities LLC, served as the exclusive placement agent for the Offering. The Offering closed on December 4, 2024. Pursuant to the Purchase Agreement, the Notes were issued with an original issue discount of 20 %. The Notes will mature on December 4, 2025, unless earlier converted upon the satisfaction of certain conditions. The conversion price of the Notes is $ 4.10 per share of common stock. The Notes include a “Most Favored Nation” clause which grants to the Purchasers the right to claim better conversion terms should the Company provide such to any as long as the Notes are outstanding. The Purchasers will be prohibited from effecting a conversion of the Notes to the extent that, as a result of such conversion, a Purchaser would beneficially own more than 9.99 % of the shares of common stock outstanding immediately after giving effect to such conversion. The Company agreed to register the shares of common stock underlying the Notes for resale under a Registration Statement on Form S-3, pursuant the Securities Act of 1933. The Notes contain a covenant prohibiting the Company to incur, guarantee or assume any indebtedness, other than certain permitted indebtedness, create or allow or suffer any mortgage, lien, security interest or other encumbrance on its property or assets , other than permitted liens, redeem, defease, repurchase, repay or make any payments in respect of any indebtedness if at the time such payment is due or is otherwise made or, after giving effect to such payment, an event of default under the Notes has occurred and is continuing, declare or pay any cash dividend or distribution on any stock or other equity interest of the Company, or make, any change in the nature of its business or modify its corporate structure or purpose. The Notes contain customary events of default and customary penalties for the Company’s failure to issue conversion shares on a timely basis. The Registration Rights Agreement contains customary penalties for our failure to file the registration statement or cause it to become effective on a timely basis and for certain other events. On December 31, 2024, the Company vested 160,413 shares of common stock to Aggia as consulting fees earned during the fourth quarter of 2024. Preferred Stock Our authorized preferred stock consists of 10,000,000 shares of preferred stock, $ 0.0001 par value per share. As of December 31, 2024 there are no shares of preferred stock currently issued and outstanding. Restricted Share Awards Per Addendum 2, on July 14, 2023, the Company issued Restricted Share Awards ("RSA's") to Aggia. These RSA are considered issued as of the effective date on April 1, 2023. Pursuant to the Services Agreement these RSA's vest on a progressive schedule, at a rate equal to the Net Income of Sadot Agri-Foods, calculated quarterly divided by $ 3.125 , which for accounting purposes shall equal 40 % of the net income of Sadot Agri-Foods, calculated quarterly divided by $ 1.25 . Shares shall be considered issued and outstanding as of the Addendum Date and Aggia shall hold rights associated with such Shares; provided, however, Shares not earned or purchased may not be transferred, offered, pledged, sold, subject to a contract to sell, granted any options for the sale of or otherwise disposed of, directly or indirectly. The total RSA's vested for Aggia in 2024 were 471,555 . At December 31, 2024, there were 640,329 restricted share awards outstanding awarded to employees, consultants and the board of directors. F-44 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements A summary of the activity related to the restricted share awards is presented below: Total Weighted-average grant date fair value $ Unvested, December 31, 2022 — — Granted 1,087,806 12.50 Forfeited — — Vested ( 177,929 ) 12.50 Unvested at December 31, 2023 909,877 10.85 Granted 335,622 1.88 Forfeited — — Vested ( 605,170 ) 10.49 Unvested at December 31, 2024 640,329 6.49 Change in fair value of stock-based compensation on the Consolidated Statement of Operations and Other Comprehensive Loss is made up of the difference between the agreed upon issuance price, per the servicing agreement with Aggia and the market price on the day of issuance. For the year ended December 31, 2024, Change in fair value of stock-based compensation was a gain of $ 4.1 million. For the year ended December 31, 2023, Change in fair value of stock-based compensation was a gain of $ 1.3 million. See Note 17 – Commitments and contingencies for further details on Restricted Share Awards. Warrant and Option Valuation The Company has computed the fair value of warrants and options granted using the Black-Scholes option pricing model. The expected term used for warrants and options issued to non-employees is the contractual life. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected term of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Options On February 27, 2023, we issued options to purchase an aggregate of 53,107 shares of our common stock. The options had an exercise price of $ 15.05 per share and vest ratably over 20 quarters with the first vesting occurring on March 31, 2023. On March 15, 2023, we issued options to purchase 6,893 shares of our common stock. The options had an exercise price of $ 15.05 per share and vest ratably over 20 quarters with the first vesting occurring on March 31, 2023. On November 27, 2023, there were 10,000 shares forfeited upon the expiration of the options. On December 21, 2023, there were 8,500 shares forfeited upon the departure of board members. On January 21, 2024 there were 1,500 shares forfeited upon the expiration of the options. F-45 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements A summary of option activity is presented below: Weighted-average exercise price Number of options Weighted-average remaining life (in years) Aggregate intrinsic value $ $’000 Outstanding, December 31, 2022 15.23 41,250 3.53 156 Granted 15.05 60,000 5.42 — Exercised — — N/A — Forfeited 33.94 ( 18,500 ) N/A — Outstanding, December 31, 2023 10.91 82,750 4.26 — Exercisable and vested, December 31, 2023 9.97 22,190 4.34 — Granted — — N/A — Exercised — — N/A — Forfeited 15.05 ( 1,500 ) N/A — Outstanding, December 31, 2024 10.84 81,250 3.17 — Exercisable and vested, December 31, 2024 10.03 36,926 3.07 — The Company has estimated the fair value of the options using the Black-Scholes model using the following assumptions: For the Year Ended December 31, 2024 Risk free interest rate 1.53 - 4.33 % Expected term (years) 5.00 Expected volatility 59.10 - 156.87 % Expected dividends — Warrant Exercise Agreement On July 27, 2023 (the “Closing Date”), the Company entered into a Warrant Exercise Agreement (the “Exercise Agreement”) with Altium Growth Fund Ltd. (the “Exercising Holder”), the holder of outstanding warrants to purchase 215,331 shares of common stock of the Company issued in November 2021 (collectively, the “Original Warrants”), whereby the Exercising Holder exercised the Original Warrants in consideration of 215,331 shares of common stock (the “Shares”). The Company received aggregate gross proceeds before expenses of approximately $ 2.2 million. In order to induce the Exercising Holder to exercise the Original Warrants, the Company reduced the exercise price on the Original Warrants from $ 13.85 to $ 10.00 per share. In connection with the exercise of the Original Warrants, we issued an additional warrant to Altium that is exercisable to acquire 215,331 shares of common stock (the “Additional Warrant”) exercisable at a per share price of $ 24.00 . Additional Warrants Issued In connection with the exercise of the Original Warrants, the Company issued an additional warrant to the Exercising Holder that is exercisable for the number of shares of common stock equal to one hundred percent of the Shares purchased by the Exercising Holder (the “Additional Warrant”). The Additional Warrant is substantially identical to the Original Warrants, except that the exercise price of the Additional Warrant is $ 24.00 . The Company is obligated to file a registration statement covering the shares of common stock underlying the warrants within 30 days and to have the registration statement declared effective within 90 days after filing with the Commission. F-46 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements A summary of warrants activity is presented below: Weighted-average exercise price Number of Warrants Weighted-average remaining life (in years) Aggregate intrinsic value $ $’000 Outstanding, December 31, 2022 19.30 1,803,364 3.51 — Granted 24.00 215,331 2.88 — Exercised 10.00 ( 215,331 ) 2.90 215 Forfeited 43.60 ( 65,362 ) N/A — Outstanding, December 31, 2023 19.69 1,738,002 2.61 — Exercisable, December 31, 2023 19.69 1,738,002 2.61 — Granted — — N/A — Exercised — — N/A — Forfeited 31.47 ( 144,982 ) N/A — Outstanding, December 31, 2024 18.62 1,593,020 1.82 — Exercisable, December 31, 2024 18.62 1,593,020 1.82 — Stock-Based Compensation Expense Stock-based compensation related to restricted stock issued to employees, directors and consultants, warrants and warrants to consultants amounted to $ 6.7 million and $ 6.2 million, respectively for the years ended December 31, 2024 and 2023, of which $ 5.9 million and $ 5.4 million were stock-based consulting expenses paid to related party, $ 0.4 million and $ 0.5 million were given to consultants for services rendered, $ 0.1 million and $ 0.3 million were given to the board of directors and $ 0.3 million and $ 0.1 million were executive compensation. 22. Related Party Transactions The Company held a Special Shareholder Meeting on February 28, 2023. At the meeting, the shareholders approved (i) the Services Agreement whereby Sadot LLC engaged Aggia, to provide certain advisory services to Sadot Agri-Food for managing Sadot Agri-Food’s business of wholesaling food and engaging in the purchase and sale of physical food commodities; (ii) an amendment of the Company’s articles of incorporation to increase the number of authorized shares of common stock from 5,000,000 to 15,000,000 ; (iii) for purposes of complying with NASDAQ Listing Rule 5635(b), the issuance of the Shares pursuant to the Services Agreement entered between the Company, Sadot LLC and Aggia representing more than 20 % of our common stock outstanding, which would result in a “change of control” of the Company under applicable Nasdaq listing rules; (iv) for purposes of complying with NASDAQ Listing Rule 5635(c), the issuance of up to 1,442,428 Shares of Common Stock to Aggia pursuant to the Services Agreement and net income generated thresholds; (v) the right of Aggia to nominate up to eight directors to the Board of Directors subject to achieving net income thresholds as set forth in the Services Agreement; and (vi) the adoption of the 2023 Equity Incentive Plan. The shareholders of the Company subsequently approved an increase in the authorized shares of common stock from 15,000,000 to 20,000,000 at the Company’s Annual Meeting held on December 20, 2023. As of December 31, 2024, Aggia owned 11.5 % of the Company's common stock. During the year ended December 31, 2024 and 2023, the Company recorded Stock-based consulting expense of $ 5.9 million and $ 5.4 million, respectively to its related party, Aggia for consulting services rendered. Additionally, for the year ended December 31, 2024 and 2023, the Company reimbursed Aggia for all operating costs related to Sadot Agri-Foods of $ 3.8 million and $ 3.2 million, respectively. See Note 17 – Commitments and contingencies for additional information. F-47 Table of Contents Sadot Group Inc. Notes to the Consolidated Financial Statements On September 19, 2024, the Company received a loan from a related party, in an arms length transaction, of $ 0.6 million, with a discount of $ 0.1 million, that matures in six months . The Company will continue to monitor and evaluate its related party transactions to ensure that they are conducted in accordance with applicable laws and regulations and in the best interests of the Company and its shareholders. 23. Subsequent Events Board of Directors On February 4, 2025, Jeff Carl resigned from the Board of Directors due to his professional experience being primarily focused on the restaurant industry. This will allow the Company to appoint a new director to the Board with experience that would better reflect the Company’s new business focus. On February 20, 2025, the Company appointed Claudio Torres to its Board of Directors to fill a vacancy. Mr. Torres brings over 25 years of experience in the global agriculture industry, including senior leadership roles at Syngenta Group, Advanta Seeds and Monsanto. On March 7, 2025, Kevin Mohan stepped down from his position as Chairman of the Board to allow Mark McKinney to assume the role of Chairman of the Board. Mr. McKinney has over 30 years of executive experience across multiple industries, having served as CEO, CFO and President for global organizations such as Local Bounti, Fruit Growers (Sunkist Cooperative), Dole Food Company and Al Ghurair Foods spanning six countries and three continents. Employment Agreements On February 10, 2025, the Company and Sadot Brasil Ltda. (“Sadot Brasil”), the Company’s wholly owned subsidiary, entered into an Employment Agreement with Catia Jorge effective February 10, 2025, to serve as Chief Executive Officer of both the Company and Sadot Brasil. See Note 17 – Commitments and contingencies for further details. On February 9, 2025 the Company entered into an Executive Employment Agreement with Michael Roper (the “Roper Agreement”), which replaced his prior employment agreement. Pursuant to the Roper Agreement, Mr. Roper will transition to the role of Chief Governance and Compliance Officer, reporting directly to the Company’s Chief Executive Officer. See Note 17 – Commitments and contingencies for further details. On February 9, 2025 the Company entered into an Executive Employment Agreement with Jennifer Black (the “Black Agreement”), which replaced her prior employment agreement. See Note 17 – Commitments and contingencies for further details. F-48