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Item 3. Legal Proceedings

2026-04-29 compared with 2025-03-11 · 215 added, 13 removed, 3 unchanged (99% of the section changed)

Legal Proceedings

From time to time, we are a defendant or plaintiff in various legal actions that arise in the normal course of business.

We record legal costs associated with loss contingencies as incurred and have accrued for all probable and estimable settlements.

We are currently involved in pending legal proceedings that have been previously disclosed in our filings with the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended.

Below is a summary of the legal proceedings that have become a reportable event, or which have had developments during the year ended December 31, 2024.

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.

From time to time, we are a defendant or plaintiff

in various legal actions that arise in the normal course of business.

We record legal costs associated with loss contingencies as incurred

and have accrued for all probable and estimable settlements.

We are currently involved in pending legal proceedings

that have been previously disclosed in our filings with the Securities and Exchange Commission under the Securities and Exchange Act of

1934, as amended.

Below is a summary of the legal proceedings that have become a reportable event, or which have had developments during

the year ended December 31, 2025.

Lombard Trading International

commenced two related proceedings against Sadot Latam, LLC and the Company and in the 11th Judicial Circuit of Florida in and for

Miami-Dade County, Florida (Case No.:

2024-020971-CA-01 & 2025-021675-CA-01).

In each case, plaintiff alleges a breach of contract

claim related to an agricultural commodities transaction against Sadot Latam, LLC and seeks damages in the approximate amount of $7.4

million and $17 million, respectively.

The plaintiff also alleges an alter ego and contract guaranty claim against the Company related

to the alleged breach of contract.

The original claims have been substantially narrowed through the Company's successful motions practice.

The Company denies the allegations and has filed its Answer, Affirmative Defenses, and Counterclaim, asserting a counterclaim of approximately

$1.6 million against the plaintiff for amounts paid by the Company for which no goods were delivered.

The Company has also filed a motion

to dismiss the alter ego and contract guaranty claims.

While the Company believes it has meritorious defenses, it cannot predict the

outcome of this matter or reasonably estimate the range of potential loss at this time.

Based on the assessment of the Company's legal

counsel, a loss in respect of the plaintiff's claim is reasonably possible but not

probable, and the amount or range of potential loss cannot be reasonably estimated at this time.

Accordingly, no contingent liability

has been accrued in accordance with ASC 450 as of December 31, 2025.

August 2023, the Company closed on the acquisition of approximately 5,000 acres of farmland in the Mkushi Region of Zambia through Sadot

Sadot Zambia is 100% owned by Sadot Enterprises Limited, which is 70% owned by Sadot LLC.

On December 11, 2025, the High Court

for Zambia (Commercial Division) delivered a judgment in the case of Cropit Farming Limited v.

Sadot LLC (2025/HPC/0184).

The Court declared

the Pre-Conditional Offer Agreement, the Purchase of Receivables and Validation Agreement, and the Joint Venture Agreement between the

parties to be invalid, non-binding, and unenforceable.

As a result, the Company, has lost possession, control, and ownership of approximately

5,000 acres of farmland in Mkushi, Zambia, which had been placed in escrow pursuant to the invalidated agreements.

The Court dismissed

Cropit Farming Limited's claims for monetary damages but ordered Sadot LLC, a wholly owned subsidiary of the Company, to pay Cropit Farming

Limited's litigation costs.

The Company's counterclaims were also dismissed.

The Company has filed an appeal seeking recovery of $3.5

The appeal process is expected to take in excess of one year.

There is no guarantee that the Company will be successful in such

While the Court has ordered the Company to pay Cropit Farming Limited’s litigation costs, the amount of such costs has

not yet been determined.

Accordingly, no liability has been accrued as of December 31, 2025, as the amount of the obligation is not reasonably

Grain Corporation commenced commodity arbitration proceedings against Sadot Group Inc.

and Sadot Latam LLC claiming non-delivery under

a grain sales contract.

The Company denies liability on the basis that Sadot Group Inc.

was not a party to the underlying contract and

that Sadot Latam LLC performed its obligations.

All submissions have been exchanged and an award is expected in mid-2026.

believes it has meritorious defenses, including jurisdictional grounds for dismissal of the claim against Sadot Group Inc., but the outcome

of arbitration proceedings is inherently uncertain and cannot be predicted.

Based on the assessment of the Company's legal counsel, a

loss is reasonably possible but not probable, and the amount or range of potential loss cannot be reasonably estimated at this time.

Accordingly, no contingent liability has been accrued in accordance with ASC 450 as of December 31, 2025.

Mohan v Sadot Group Inc., formerly Muscle Maker, Inc.

(AAA Case No.

01-25-0003- 4507).

Former Chairman's employment claims under Texas

law exceeding $0.3 million (excluding unvested stock).

The Claimant failed to pay the arbitrator's deposit.

The arbitration was suspended

on 5 March 2026 (Preliminary Order No.

3) and terminated without prejudice on 31 March 2026 (Preliminary Order No.

4, Arbitrator John

Allen Chalk, Sr.) pursuant to AAA Rule 56(d).

No award was made and no liability was determined.

The Claimant retains the right to refile

until approximately March 2029 (limitation).

It is too early to assess whether there would be a continuation to this claim, resulting

in a loss and even if there was a loss the amount of such a loss cannot be estimated.

On April 2, 2026, Mr.

Mohan filed a complaint against

the Company in the United States District Court for the District of Texas alleging breaches of employment contract and damages in the

amount greater than $250,000 and less than $1,000,000 relating to alleged unpaid performance bonuses.

The Company believes the

plaintiffs' positions are without merit and intends to vigorously defend itself in all respects.

No contingent liability has been recorded

as of December 31, 2025.

Sadot Latam LLC (GAFTA No.

19-403) is a GAFTA arbitration arising from two soybean meal contracts.

On April 17, 2026, a

partial award was issued in favor of Nuval Trade S.A.

against Sadot Latam LLC (not Sadot Group Inc.).

The award relates to contracts

dated February 27, 2024 and April 9, 2024, and grants approximately $12.0 million in damages.

In addition, the award provides for interest

at 5% per annum, compounded quarterly, on approximately $11.1 million from August 13, 2024 and on approximately $1.0 million from February

11, 2025 until the date of payment, as well as reimbursement of Nuval’s legal fees and arbitration costs.

As of December 31, 2025,

the total estimated liability, including interest and costs, was approximately $12.9 million, which has been accrued.

Andersons, Inc.

On September 26, 2025, The Andersons, Inc.

filed an admiralty and maritime action in the United States District

Court for the Southern District of Ohio in aid of a arbitration proceeding against the Company’s subsidiaries, Sadot LLC and Sadot

Latam, alleging breach of a contract for the sale of Argentine wheat and seeking approximately $521,641 plus alleged dispatch, pre-award

interest, and other fees.

In February 2026, The Andersons initiated a related GAFTA arbitration against the same parties.

9, 2026, The Andersons amended its complaint to add the Company as a defendant.

The Company intends to defend these claims.

the assessment of the Company’s legal counsel, a loss is reasonably possible, but not probable, and the amount or range of any

potential loss cannot be reasonably estimated at this time.

Accordingly, no contingent liability has been accrued under ASC 450 as of

December 31, 2025.

Fund commenced proceedings alleging that Sadot Group Inc.

guaranteed Sadot Latam LLC's obligations under a factoring agreement and claiming

approximately $2.9 million.

The claim against Sadot Group Inc.

was based solely on a 2023 board resolution authorizing management to

guarantee subsidiary debt with specified lenders.

No executed guaranty document exists and Star Fund was not named in the resolution.

The guaranty count was dismissed by agreement on December 9, 2025.

A motion for summary judgment by a codefendant was heard on February

25, 2026 and remains under advisement.

Following the dismissal by agreement of the guaranty count on December 9, 2025, the only count

remaining against Sadot Group Inc.

is a derivative unjust enrichment claim, in respect of which the Company maintains it has meritorious

defenses on the basis that no executed guaranty document exists, no benefit was received by Sadot Group Inc., and Star Fund was not a

party identified in the underlying 2023 board resolution.

The matter remains pending against Sadot Group Inc.

and Sadot Latam LLC.

on the assessment of the Company's legal counsel, a loss in respect of the residual claim against Sadot Group Inc.

is reasonably possible

but not probable, and the amount or range of potential loss cannot be reasonably estimated at this time.

Accordingly, no contingent liability

has been accrued in accordance with ASC 450 as of December 31, 2025.

Capital NY LLC v.

Sadot Latam LLC.

The plaintiff commenced proceedings in connection with a merchant cash advance arrangement entered

into by Sadot Latam LLC.

The claim is against Sadot Latam LLC only, not Sadot Group Inc.

The matter is at a preliminary stage.

denies the allegations and will defend the proceedings.

Based on the assessment of the Company's legal counsel, a loss is reasonably

possible but not probable, and the amount or range of potential loss cannot be reasonably estimated at this time.

Accordingly, no contingent

liability has been accrued in accordance with ASC 450 as of December 31, 2025.

Commodities Inc.

Sadot Latam LLC (GAFTA arbitration).

Commodity arbitration commenced in connection with grain sales

The claim is against Sadot Latam LLC only, not Sadot Group Inc.

The arbitration has been concluded with an award in favor

of Sadot Latam LLC.

The tribunal dismissed the claimant’s claims in their entirety and awarded that the fees and costs of the arbitration

be borne by the claimant.

Accordingly, the Company does not expect any loss related to this matter, and no contingent liability has been

accrued as of December 31, 2025.

Shipping & Trading LLC v .

Sadot Latam LLC.

The plaintiff commenced maritime proceedings in connection with an alleged

demurrage and freight claim.

The claim is against Sadot Latam LLC only, not Sadot Group Inc.

On April 20, 2026, the Company received

a final arbitration award in favor of Seacape, awarding $542,300 for demurrage at Guayaquil, Ecuador, $48,096 for shifting costs at CHS

Myrtle Grove, and interest of $59,844 on the aggregate of these amounts through the date of the award, as well as Seacape’s legal

fees and costs of $70,120 and arbitration fees and expenses.

As of December 31, 2025, the total estimated liability, including interest

and costs, was approximately $729,000, which has been accrued.

Sadot Latam LLC.

The claimant commenced proceedings in Singapore arising out of an alleged breach of a commodity sale

and purchase contract.

The claim is against Sadot Latam LLC only, not Sadot Group Inc.

The matter is at a preliminary stage.

denies the allegations and will defend the proceedings.

Based on the assessment of the Company's legal counsel, a loss is reasonably

possible but not probable, and the amount or range of potential loss cannot be reasonably estimated at this time.

Accordingly, no contingent

liability has been accrued in accordance with ASC 450 as of December 31, 2025.

Rotterdam BV filed a maritime attachment claim against Sadot Latam LLC on April 14, 2025 arising from an alleged breach of a charter

OSR claims a contractual cancellation fee of $250,000 plus interest.

The Company has recorded $250,000 within

accounts payable as of December 31, 2025 in respect of the principal claim.

Based on the assessment of the Company's legal counsel, a

loss is probable and the principal amount has been accrued;

the amount of any further interest, costs, and enforcement charges in excess

of the accrued sum cannot be reasonably estimated at this time.

obtained a foreign arbitration award against Sadot Latam LLC for demurrage of approximately $70,000 (comprising principal of approximately

$3,000 plus interest and costs).

The award was confirmed by petition in the United States District Court for the Northern District of

The Company has no substantive defense to enforcement.

Settlement discussions are ongoing on the basis of an aggregate settlement

figure of approximately $53,000 with the objective of avoiding further enforcement costs.

The Company has accrued $81,992 in respect

of this matter within accrued expenses as of December 31, 2025, which exceeds both the awarded sum and the proposed settlement figure.

Any settlement at the lower figure currently under negotiation would result in the release of the excess accrual.

November 21, 2025, Upcommodity LLC filed a complaint against Sadot Latam LLC in the 11th Judicial Circuit of Miami-Dade County, Florida

2025-023130-CA-01) alleging breach of contract arising from a grain facilitation arrangement under which Upcommodity claims

Sadot Latam LLC is obligated to repurchase outstanding invoices following default by end-buyers.

A default judgment was entered against

Sadot Latam LLC.

The claim is against Sadot Latam LLC only, not Sadot Group Inc.

The Company has accrued $610,561 in respect of this

matter within accrued expenses as of December 31, 2025, representing the full amount of the default judgment entered against Sadot Latam

The Company is evaluating post-judgment options.

April 4, 2026, a former employee of the Company filed a complaint against the Company and its chief executive officer in the United States

District Court for the District of New Jersey alleging breaches of employment contract and damages in the amount of $144,212 plus punitive

damages relating to alleged unpaid performance bonuses, vacation time, and severance.

The Company believes the plaintiffs' positions

are without merit and intends to vigorously defend itself in all respects.

February 18, 2026, Lisiten Associates Inc.

filed a complaint against the Company in the Supreme Cout of the State of New York, County

of New York, alleging unpaid brokerage fees in connection with the sale of the Company’s restaurant business in the amount of $319,000

plus treble damages.

The Company believes the plaintiffs' positions are without merit and intends to vigorously defend itself in

all respects.

the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course

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.

Mine Safety Disclosures

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings