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Item 9A. Controls and Procedures

2026-04-29 compared with 2025-03-11 · 3423 added, 1802 removed, 577 unchanged (90% of the section changed)

This section is long enough that the comparison stopped early. What follows is partial, and the remainder is not necessarily unchanged.

1 unchanged sentence

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.

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.

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, 2025.

Based on this evaluation, our Chief Executive Officer and Chief

Financial Officer concluded that as of such date our disclosure controls and procedures are not 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

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, 2025.

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.

Based on this assessment, our

management has concluded that, as of December 31, 2025, our internal control over financial reporting was not effective due to the existence

of a material weakness.

In 2024, management concluded that internal control over financial reporting was effective;

however, during 2025

we identified a material weakness arising from insufficient staffing and limited financial and accounting resources.

This resource constraint

resulted in inadequate segregation of duties, insufficient review and oversight of complex accounting matters, and challenges in the timely

preparation and review of financial information.

These deficiencies create a reasonable possibility that a material misstatement of our

annual or interim financial statements would not be prevented or detected on a timely basis.

Based on this evaluation, our Chief Executive Officer

and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective to ensure

that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed,

summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated

and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions

regarding required disclosure.

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.

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.

However, these changes have not yet fully remediated the material weakness identified

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, 2025, that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

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.

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.

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.

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.

Directors, Executive Officers and Corporate Governance

During the year ended December 31, 2025, 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.

Disclosure Regarding Foreign Jurisdictions

That Prevent Inspections

Directors, Executive Officers and Corporate

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

Jorge 52 Chief Executive Officer

Jennifer Black 43 Chief Financial Officer

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

Benjamin Petel (3)

46 Director, Secretary

Na Yeon (“Hannah”) Oh (4)

Ray Shankar (5)

Marvin Yeo (6)

Paul Sansom (7)

David Errington (8)

Ahmed Khan (9)

Claudio Torres 58 Director

McKinney is a member of the Compensation Committee, Audit Committee and serves as the Chairman of the Board.

Spanos serves as the Chairman of the Audit Committee.

Petel serves as the Chairman of the Sustainability Committee.

Oh is a member of the Sustainability Committee.

Shankar serves as the Chairman of the Compensation Committee and is a member of the Governance Committee.

Yeo is a member of the Sustainability Committee.

Sansom is a member of the Audit Committee.

Errington serves as the Chairman of the Governance Committee.

Khan is a member of the Governance Committee.

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 April 28, 2026, our current directors and executive

officers and their ages are:

Principal Positions

Chief Executive Officer, Director

Chief Financial Officer

Sean Schnapp (1)

Alexander David (2)

Liat Franco (3)

Yuriy Shirinyan (4)

Schnapp is a member of the Audit Committee and serves as the Chairman of the Board.

David serves as Chairperson of the Compensation Committee and as a member of the Audit Committee.

Franco serves as Chairperson of the Nominating and Corporate Governance Committee and as a member

of the Audit Committee and the Compensation Committee.

Shirinyan serves as a member of the Nominating and Corporate Governance Committee.

Executive Officers

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.

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.

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 .

Black has served as Chief Financial Officer of Sadot Group, Inc.

since January 2, 2022.

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.

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 #:

Black is a Certified Public Accountant.

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.

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.

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.

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.

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 .

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.

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.

Kenneth Miller.

Miller has served as Chief Operating Officer of Sadot Group, Inc.

since September 26, 2018.

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.

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.

Infante has served as the Chief Marketing Officer of Sadot Group, Inc.

since May 6, 2019.

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.

Infante was Director of Marketing of Muscle Maker Franchising from October 2014 to January 2015.

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.

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 .

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.

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.

Spanos has provided financial and accounting consulting services for both privately held and public companies.

Chagay Ravid.

Ravid joined Sadot Group

as Chief Executive Office on May 28, 2025.

Ravid is also a member of our board of directors.

Ravid has over three decades

of experience in global finance, investment banking, and strategic advisory roles.

From December 2022 to December 2024, Mr.

as the Chief Financial Officer of Seamless Group Inc.

CURR), where he was instrumental in preparing and approving SEC filings,

including S-4, S-1, and Super 8-K forms, as well as interfacing with boards and negotiating promissory notes and investment bank agreements

in connection with a de-SPAC transaction.

Prior to that, Mr.

Ravid was the CEO of Cukierman & Company Investment House Ltd., one of

Israel’s leading cross-border advisory firms, from 2006 to 2022.

During his tenure, he led strategic M&A transactions and capital

raises totaling over $5 billion, managed multi-sector departments including TMT, Fintech, Healthcare, and Energy, and lived in Shanghai

from 2015 to 2018 to oversee the firm’s China operations.

His leadership included organizing major investment conferences in Shanghai,

Hong Kong, Foshan, and Jinan, and he was honored as an Honorary Citizen of Changzhou in 2015 for his role in developing a technology park.

Earlier in his career, Mr.

Ravid held executive and partnership roles at MBI in Tel Aviv, Twin Triangle Financial in Los Angeles, and

served as a loan officer and credit committee member at Bank Leumi’s Los Angeles office.

He holds an MBA from Rutgers University

and a Bachelor’s degree from the Hebrew University.

Oren Attiya, On December 3, 2025, the Company

entered into a Consulting Agreement (the “Consulting Agreement”) with CO-Finance Financial and Accounting Consulting Ltd.

(“CO-Finance”), a company wholly owned by Mr.

Oren Attiya, pursuant to which CO-Finance agreed to provide the services of

Attiya as the Company’s Chief Financial Officer, effective December 6, 2025.

Under the terms of the Consulting Agreement, CO-Finance

will receive a monthly fee equal to 7% less than the full compensation paid to the Company’s Chief Financial Officer for the 2024

fiscal year, plus applicable value-added tax (VAT).

The Consulting Agreement provides that Mr.

Attiya will perform up to 90 hours of services

per calendar month (not less than 72 hours and not more than 108 hours without advance approval),

including certifying the Company’s

annual and quarterly financial statements.

CO-Finance, on behalf of Mr.

Attiya, is entitled to up to 12 annual leave days and up to 18

sick leave days per year, subject to coordination and documentation requirements.

CO-Finance invoices the Company monthly, and payment

is due by the 9th day of the following month upon submission of a duly issued tax invoice and record of hours.

The Consulting Agreement

provides for standard confidentiality, non-competition, and invention-assignment undertakings, and specifies that no employment relationship

is created between the Company and Mr.

Attiya or CO-Finance.

The Consulting Agreement is for an indefinite term and may be terminated

by either party upon 90 days’ prior written notice, or by the Company immediately upon the occurrence of certain specified events.

Attiya continues to serve as the Company’s Chief Financial Officer.

Sean Schnapp, Mr, Schnapp is an experienced

finance professional with over 10 years of experience in strategic financial roles, including several years with publicly traded companies.

He currently serves as the Director of Finance at DarioHealth Corp.

DRIO), where he has been employed since 2021.

In this role,

he leads financial planning, reporting, M&A integration, and corporate finance initiatives.

Prior to assuming this position, he served

as the Company’s Corporate Controller, where he was responsible for managing financial reporting, internal controls, and audit readiness.

Before joining DarioHealth, from 2019 to 2021, Mr.

Schnapp held a finance role at the Edmond de Rothschild Group (Caesarea Development

Corporation), where he oversaw group-level financial operations, investment analysis, and strategic planning initiatives.

began his career at Deloitte, where he worked from 2015 to 2018 as a CPA, auditing public and private companies across various industries

and gaining substantial experience in financial reporting, regulatory compliance, and internal controls.

He holds a bachelor’s degree

in accounting and economics from Ono Academic College and is a certified public accountant in Israel.

Based on his extensive accounting,

financial reporting, audit, and public-company experience, the Company has determined that Mr.

Schnapp is fit to serve on the Board and

as Chairman of the Board.

Alexander David , Mr, David is a business development

consultant and operational strategist with more than ten years of experience advising companies on growth and transformation initiatives.

From 2023 to 2025, 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.

Spanos served as an audit manager for BDO USA, LLP and as an auditor for Ernst & Young.

Spanos received his MBA and BS in Business Administration, Accounting and Finance from Boston University.

Benjamin Petel.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Sansom serves as the Audit Chair for Immensa International.

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.

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.

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.

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.

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.

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.

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.

David provided consulting services to multiple privately held small businesses, focusing on operational efficiency

and strategic growth.

From 2019 to 2023, he served as a scientific advisor and strategic business development consultant to a small-scale

biotechnology startup.

From 2016 to 2019, he was engaged as a consultant by Pfizer Inc., where he contributed to preclinical drug development

and operational scalability initiatives.

David studied to earn a Bachelor of Science in Biomedical Engineering at Carnegie Mellon

University and later completed additional coursework in Computer Science at the University of California, Los Angeles.

Based on his background

in operational strategy, scientific and technical analysis, and corporate development, the Company has determined that Mr.

to serve on the Board.

Liat Franco , Ms.

Franco is a licensed attorney

admitted to the bars of New York (2003), California (2004) and Israel (2009).

She holds a B.A., magna cum laude, in Communication from

the University of California at Los Angeles (2000), a J.D.

from UCLA School of Law (2003), an LL.M.

in Law and Technology from the University

of Haifa (2011) and a Ph.D.

in Law from the University of Haifa (2018).

Since 2020, Ms.

Franco has served as a Lecturer at Zefat Academic

College, School of Law.

From 2010 to 2017, she was a Teaching Fellow at Carmel Academic College, School of Law and a Teaching Assistant

at the University of Haifa, Faculty of Law (2014).

She has developed and led academic programs, including the College Mentoring Program

and management of legal databases.

Franco is an expert in cyber law, children’s

rights in the digital age, intellectual property and related fields.

She is the author of a Ph.D.

dissertation on “Cyberbullying,

an Evolving Phenomenon Amongst Children and Youth—Demands Reframing Local and International Law” and numerous peer-reviewed

publications in leading journals, including the Washburn Law Journal, Penn State Journal of Law & International Affairs, Santa Clara

Journal of International Law and others.

She serves as a reviewer for the International Journal of Bullying Prevention (Springer).

on her legal expertise, academic leadership, and subject-matter depth in cyber law, governance, and intellectual property, the Company

has determined that Ms.

Franco provides critical governance, compliance, and oversight capabilities that make her well-qualified to serve

on the Board.

Yuriy Shirinyan , Mr.

Shirinyan is a seasoned

senior-level security specialist with 16 years of experience working within fast-paced and high-threat environments in the U.S.

and overseas.

He holds an active U.S.

Department of State Top Secret Security Clearance.

From April 2015 to March 2019, Mr.

Shirinyan served as a High

Threat Protective Specialist at Triple Canopy-Basra / Global Integrated Security in Iraq (U.S.

Consulate), including roles as High Threat

Senior Guard Shift Supervisor (2011-2015) and Senior Content/Executive Protection Supervisor (2005-2010).

From July 2010 to September

2011, he was a High Threat Senior Guard Shift Supervisor at Armor Group North America in Kabul, Afghanistan (U.S.

is a veteran of the United States Marine Corps, where he completed a deployment to Iraq in support of Operation Iraqi Freedom and received

numerous awards, including the Purple Heart and Combat Action Ribbon.

He holds a Bachelor of Arts in Homeland Security from American Military

University and is POST-certified Firearms Instructor with extensive training in protective operations, counter-terrorism, tactical medicine

He is fluent in Russian and proficient in Armenian.

Based on his extensive risk-management background, military leadership,

high-threat security experience, and operational discipline, the Company has determined that Mr.

Shirinyan brings valuable oversight capabilities

that support the Board’s responsibilities in risk mitigation, security, and operational resilience.

Family Relationships

There are no family relationships among any of our executive officers and directors.

There are no family relationships among any of our

executive officers and directors.

Corporate Governance

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Our stock (symbol:

SDOT) is listed on the NASDAQ capital market.

SDOT) is listed on the NASDAQ capital

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.

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 five

Our board of directors has determined that Sean Schnapp, Alexander David, Liat Franco and Yuriy Shirinyan, qualify as independent

directors in accordance with the Nasdaq Capital Market (“Nasdaq”) listing requirements.

Chagay Ravid is 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.

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

Liat Franco is the Chairman of the Board.

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.

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.

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.

The Board of Directors has 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 (the “Governance Committee”).

Effective October 30, 2025, following the reconstitution of the Board, the standing committees were reconstituted as follows:

Audit Committee

The Audit Committee has three members, including Messrs.

McKinney, Spanos and Sansom.

Spanos serves as the chairman of the Audit Committee and satisfies the definition of “audit committee financial expert”.

Schnapp, Franco and David.

Schnapp serves as the chairman of the Audit Committee and satisfies the definition of “audit committee

financial expert”.

Our Audit committee is authorized to:

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● 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 accounting and financial controls with the independent auditors and our financial and accounting

● review and approve transactions between us and our directors, officers and affiliates;

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● establish procedures for complaints received by us regarding accounting matters;

oversee internal audit functions, if any.

oversee internal audit

functions, if any.

Compensation Committee

The Compensation Committee has two members, including Messrs.

McKinney and Shankar.

Shankar serves as the chairman of the Compensation Committee.

The Compensation Committee has two members, including

David and Franco.

Franco 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;

● 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;

1 unchanged sentence

Sustainability Committee

The Sustainability Committee has three members, including Messrs.

Petel, Yeo, and Ms.

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;

• community relations;

• ESG and impact initiatives and implementation.

The Company is in process of winding down the Sustainability

It has not appointed new members to the Sustainability Committee and it is process of winding down the activities of the Sustainability

Committee during year ended 2026.

The Board of Directors expects to dissolve the Sustainability Committee by year end December 31, 2026.

Nominating and Corporate Governance Committee

The Governance Committee has three members, including Messrs.

Errington, Khan and Shankar.

Errington serves as the chairman of the Governance Committee.

The functions of our Governance Committee, among other things, include:

The Governance Committee has two members, including

Franco and Shirinyan.

Franco 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;

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● 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.

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.

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

Gender Identity

Directors 10 1 —

Demographic Background

Two or more races or ethnicities 1 — —

Did not disclose demographic background 1 — —

Ravid, 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”.

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.

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).

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, 2025, filed with the SEC, except as set

forth below, 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, 2025.

Oren Attiya, Sean Schnapp, and Liat Franco have not filed their required Form 3 Initial Statement of Beneficial Ownership.

During the year ended December 31, 2025, 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).

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)

Awards Non-Equity

Compensation Non-Qualified

Earnings All Other

Compensation Total

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

The following Summary Compensation Table sets forth

all compensation earned in all capacities during the fiscal years ended December 31, 2025 and 2024 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, 2025 and whose total compensation for the 2025 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, 2025,

(the individuals falling within categories (i), (ii) and (iii) are collectively referred to as the “Named Executive Officers”):

Option Awards

Non-Equity Incentive Plan Compensation

Non-Qualified Deferred Compensation Earnings

All Other Compensation

Chief Executive Officer of Sadot Group Inc.

2024 350 165 210 (b)

2023 350 225 131 76 (d)

Jennifer Black

Chief Financial Officer of Sadot Group Inc.

2024 300 160 165 (e)

2023 264 225 65 76 (g)

Chief Investing Officer of Sadot Group Inc.

2024 200 150 185 (h)

2023 200 200 131 76 (j)

(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.

(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

price Number of

options Weighted-average

remaining life

(in years) Aggregate intrinsic value

Former Chief Executive Officer of Sadot Group Inc.

Jennifer Black

Former Chief Financial Officer of Sadot Group

(a) Bonuses are earned in the year noted and paid

out subsequently.

(b) Chagay Ravid was granted restricted stock awards

on May 28, 2025, to acquire 8,131 shares of common stock, vesting quarterly over four quarters, commencing October 1, 2025.

(d) Michael Roper was granted restricted stock awards

on March 25, 2024 to acquire 2,000 shares of common stock, vesting quarterly over twelve quarters, commencing June 30, 2024.

also granted restricted stock awards on November 18, 2024 to acquire 4,464 shares of common stock, vesting quarterly over twelve quarters,

commencing December 31, 2024.

(e) Michael Roper was granted restricted stock awards

on December 19, 2023, to acquire 3,000 shares of common stock, vesting quarterly over twelve quarters, commencing March 31, 2024.

(f) Jennifer Black was granted restricted stock awards

on March 25, 2024 to acquire 1,000 shares of common stock, vesting quarterly over twelve quarters, commencing June 30, 2024.

was also granted restricted stock awards on November 18, 2024 to acquire 4,018 shares of common stock, vesting quarterly over twelve quarters,

commencing December 31, 2024.

(g) Jennifer Black was granted restricted stock awards

on December 19, 2023, to acquire 1,500 shares of common stock, vesting quarterly over twelve quarters, commencing March 31, 2024.

(h) Kevin Mohan was granted restricted stock awards

on March 25, 2024 to acquire 2,000 shares of common stock, vesting quarterly over twelve quarters, commencing June 30, 2024.

also granted restricted stock awards on November 18, 2024 to acquire 3,720 shares of common stock, vesting quarterly over twelve quarters,

commencing December 31, 2024.

(i) Kevin Mohan was granted restricted stock awards

on December 19, 2023, to acquire 3,000 shares of common stock, vesting quarterly over twelve quarters, commencing March 31, 2024.

(h) Michael Roper was granted a stock options to acquire

311 shares and 689 shares of common stock on February 27, 2023 and March 15, 2023, respectively.

(i) Jennifer Black was granted a stock option to acquire

1,000 shares of common stock on February 27, 2023.

(j) Kevin Mohan was granted a stock option to acquire

1,000 shares of common stock on February 27, 2023.

A summary of option activity during the years ended

December 31, 2025 and 2024 is presented below:

Weighted-average exercise price

Number of options

Weighted-average remaining life (in years)

Aggregate intrinsic value

Outstanding, December 31, 2023

Granted 15.05 60,000 5.42 —

Exercised — — N/A —

Forfeited 33.94 (18,500) N/A —

Outstanding, December 31, 2024

Granted — — N/A —

Exercised — — N/A —

Forfeited 15.05 (1,500) N/A —

Outstanding, December 31, 2025

Exercisable and vested, December 31, 2025

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.

On January 21, 2024 there were 150 shares forfeited

upon the expiration of the options.

Employment Agreements

On February 10, 2025, the Company and Sadot Brasil Ltda.

On May 28, 2025, the Company entered into an Employment

Agreement with Chagay Ravid, (“Mr.

During the term of the Employment Agreement, Mr.

Ravid will serve as Chief Executive

Officer of the Company and will be entitled to a base salary at the annualized rate of $200,000.

Ravid will receive a one-time grant

of $100,000 in restricted stock grants vesting in four equal quarterly installments.

The restricted stock grant vests quarterly over one

year in equal quarterly installments commencing October 1, 2025 which will be priced as of the start date.

Ravid is terminated

by the Company for any reason other than cause Mr.

Ravid will be entitled to a severance package of 12 months of salary.

On February 10, 2025, the Company and Sadot Brasil

(“Sadot Brasil”), the Company’s wholly owned subsidiary, entered into an Employment Agreement with Ms.

Jorge effective February 10, 2025.

effective February 10, 2025.

Jorge served as the Company’s Chief Executive Officer until June 2, 2025, when she ceased serving

in such capacity.

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.

Jorge served as Chief Executive Officer for both the Company and Sadot

Brasil and was entitled to a base salary at an 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”).

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.

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.

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.

Jorge was entitled to a one-time bonus

of $0.5 million, of which half was payable upon the 90-day anniversary of her engagement and the balance was payable upon the 180-day

anniversary (the “Bonus”).

Jorge also received a one-time grant of $0.1 million in restricted stock grants.

Company agreed to make a contribution of up to $16.0 thousand per annum to a private pension plan.

The restricted stock grant vested quarterly

over one year in equal quarterly installments commencing January 1, 2025, and was priced and issued on the third trading day immediately

following the filing of the Form 10-K Annual Report for the applicable year, with the per-share price equal to the closing price immediately

prior to the grant date.

Jorge was terminated by the Company for any reason other than cause, she was entitled to a severance package

equal to 18 months of salary.

Jorge’s compensation, except for the Bonus, was denominated in Brazilian Real and has been converted

dollars for disclosure purposes using an exchange rate of 6 Reais to 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.

Actual payments to

Jorge were made in Brazilian Real, and amounts received varied based on exchange rate fluctuations at the time of payment.

This disclosure

is intended to provide transparency regarding the compensation arrangements agreed upon in Brazilian Real, which was the operational currency

Jorge’s compensation unless otherwise noted.

Jorge resigned for personal reasons as Chief Executive Office on May 2,

2025, effective June 1, 2025.

On December 3, 2025, the Company entered into a Consulting

Agreement (the “Agreement”) with CO-Finance Financial and Accounting Consulting Ltd., a company wholly owned by Oren Attiya,

pursuant to which the Consultant agreed to provide the services of Mr.

Attiya as the Company’s Chief Financial Officer, effective

December 6, 2025.

The services include, but are not limited to, certifying the Company’s annual and quarterly financial statements

on an individual basis, with a scope of 90 hours per calendar month (not less than 72 hours and not more than 108 hours without prior

Attiya will report to the Company’s Chief Executive Officer or such other person as designated by the Chief Executive

The fee constitutes a gross payment, and Mr.

Attiya is responsible for all tax obligations and other mandatory payments.

Company will withhold taxes and other deductions as required by applicable law.

The Consultant will receive full consideration for up

to twelve (12) annual leave days and up to eighteen (18) sick days per year, subject to coordination and documentation requirements.

is due by the 9th day of the month following the month of service, upon receipt of a duly issued tax invoice and record of hours.

Agreement further provides that Mr.

Attiya, through CO-Finance Financial and Accounting Consulting Ltd., is responsible for all applicable

tax and statutory obligations other than required withholdings, and that all monthly payments are invoiced and payable by the 9th day

of the following month, inclusive of applicable value-added tax (“VAT”).

The Agreement specifies that CO-Finance and Mr.

act as independent contractors and that no employment relationship is created between the Company and Mr.

Attiya or CO-Finance.

All compensation

described above is denominated in U.S.

On August 1, 2025, the Company entered into an employment

agreement with Mr.

Sansom (the “Employment Agreement”).

Under the terms of the Employment Agreement, Mr.

Sansom received an

annual base salary of $0.2 million for the first six months of his employment.

At the end of that six-month period, the Board of

Directors reviewed business key performance indicators and, subject to satisfactory performance, was to increase the base salary to a

minimum of $0.4 million per year, as confirmed by the Board’s compensation committee.

Such increased salary would have been

effective from the first day of the seventh month of employment.

Sansom was eligible for an annual performance bonus based on criteria

to be determined by the Company’s Board of Directors.

He also received a grant of restricted shares valued at $0.1 million,

which vested in equal quarterly installments beginning October 1, 2025, subject to continued employment and satisfactory performance.

The Employment Agreement provided for standard benefits, expense reimbursement, and participation in the Company’s employee benefit

Sansom’s employment had been terminated by the Company without cause or by Mr.

Sansom for good reason, and subject

to the execution of a general release, he would have been entitled to severance pay equal to 12 months of his base salary.

resigned from his position as Chief Financial Officer on December 6, 2025, and no severance was triggered in connection with his resignation.

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.

On February 9, 2025, the Company entered into an Executive

Employment Agreement with Jennifer Black (the “Black Agreement”), which replaced her prior employment agreement.

served as the Company’s Chief Financial Officer until October 1, 2025, after which she no longer served in such capacity.

to the Black Agreement, Ms.

Black served as Chief Financial Officer and reported 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.

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.

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.

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.

Black was entitled to a base salary at an 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 was to be priced and issued on the third trading day immediately following the filing of

the Form 10-K Annual Report for the applicable year.

Black was eligible for a discretionary performance bonus to be determined by

the Board annually, with the bonus for the year ended December 31, 2025 equal to 75% of her cash salary.

Black was terminated for

any reason, she was entitled to receive accrued salary and vacation pay, accrued bonus payments, reimbursement of expenses, and the right

to exercise any equity compensation awards through the last day of the applicable award term.

Black was terminated by the Company

for any reason other than for cause or resigned for good reason, she was entitled to a severance payment equal to twelve months of annual

compensation, all bonuses earned, and full acceleration of all equity compensation awards.

On July 28, 2025, the Company and Ms.

Black entered

into a Separation Agreement, effective August 1, 2025, under which her employment terminated by mutual agreement.

Under the Separation

Agreement, Ms.

Black received (or will receive) specified separation benefits, including:

(i) a severance payment of $0.4 million, payable

over 12 months;

(ii) payment of accrued but unused holiday and personal days, and reimbursement of outstanding business expenses;

full vesting of all unvested restricted stock awards as of the effective date;

(iv) continuation of COBRA or equivalent health benefits

for a defined period;

and (v) a past due bonus of $0.2 million, payable over a five-year period (unless accelerated by certain triggering

In partial consideration for those benefits, Ms.

Black agreed to provide transition/consulting services for 60 days for nominal

consideration and executed a comprehensive release in favor of the Company.

As a result of the Separation Agreement, all rights,

obligations, and benefits under the prior Executive Employment Agreement were terminated and replaced by the terms of the Separation Agreement

beginning on August 1, 2025.

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.

On February 9, 2025 the Company entered into an Executive

Employment Agreement with Michael Roper (the “Roper Agreement”), which replaced his prior employment agreement.

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.

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.

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.

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.

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

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.

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 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.

Mohan will be eligible for a discretionary performance bonus up to 75% of his annual salary.

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.

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.

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.

Miller will be eligible for a discretionary performance bonus up to 75% of his annual salary.

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.

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.

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 January 5, 2026, the Company and Michael Roper,

the Company’s Chief Governance and Compliance Officer, entered into a Separation Agreement (the “Separation Agreement”),

pursuant to which Mr.

Roper’s employment with the Company terminated by mutual agreement effective as of January 19, 2026 (the “Effective

Under the terms of the Separation Agreement, in consideration for Mr.

Roper’s execution of a general release of claims

and other covenants, the Company has agreed to provide the following separation benefits:

(i) payment of severance and unpaid bonus in

the aggregate amount of $734,000, payable in bi-weekly installments over a period of 120 months commencing on March 1, 2026, with a 25%

discount applied (resulting in a reduced total payment of $550,500) if the Company pays the full amount during 2026;

(ii) accelerated

vesting of all unvested restricted stock awards as of the Effective Date (with forfeiture of all unvested stock options);

(iii) payment

by the Company of the full cost of Mr.

Roper’s COBRA health insurance coverage for up to 18 months following the Effective Date;

(iv) continuation of directors’ and officers’ liability insurance coverage for Mr.

Roper for four years following the execution

of the Separation Agreement;

and (v) indemnification of Mr.

Roper with respect to current litigation and any claims arising out of his

actions during his employment with the Company.

The Separation Agreement also includes customary provisions, including non-disparagement,

cooperation in certain matters, return of Company property, and continuation of confidentiality and non-competition obligations.

Additionally,

the Separation Agreement provides the Company with a 90-day period from execution to review and potentially challenge details of Mr.

prior employment agreement, and grants the Company a 30-day cure period in the event of any missed payments before Mr.

Roper may initiate

legal action.

In the event of a default by the Company that is not cured within 30 days of written notice, all remaining amounts under

the Separation Agreement become immediately due and payable.

The Company intends to engage Mr.

Roper on a consulting basis going forward.

On November 16, 2022, the Company entered into an

Executive Employment Agreement with Kevin Mohan (the “Mohan Agreement”), which replaced his prior employment agreement.

to the Mohan Agreement, Mr.

Mohan continued to be employed as Chief Investment Officer of the Company on an at will basis.

term of the Employment Agreement, Mr.

Mohan was entitled to a base salary at the annualized rate of $0.2 million.

terminated for any reason, he was entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements

and woudl have been entitled to exercise any equity compensation rights through the last day of the term applicable to such stock option.

Mohan was terminated by the Company for any reason other than cause or resigns for a good reason, Mr.

Mohan would have been 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.

On April 11, 2025, Kevin Mohan resigned as Chief Investment Officer

effective May 5, 2025.

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.

On November 16, 2022, the Company entered into an

Executive Employment Agreement with Aimee Infante (the “Infante Agreement”), which replaced her prior employment agreement.

Ms, Infante was employed 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.

Infante will be eligible for a discretionary performance bonus up to 25% of her annual salary.

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.

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.

Infante was entitled to a base salary at the

annualized rate of $0.2 million.

Infante was terminated for any reason, she was 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.

Infante was 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.

Effective as of January

5, 2026, the Company terminated the employment of Ms.

Infante as the Company’s Chief Marketing Officer.

There is no separation agreement

between the Company and Ms.

Infante’s Executive Employment Agreement, dated November 16, 2022, terminated in connection

with the termination of her employment.

Infante was terminated on January 5, 2026, and the Company will recognize an accrual for six

months of severance and related obligations in the first quarter of 2026.

Elements of Compensation

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:

Ravid, Attiya, Sansom, Roper, 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;

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● The competitiveness of the market for the officer’s services.

Ravid earned discretionary performance-based

bonuses during the year ended December 31, 2025.

Roper, Mohan and Mrs.

Black earned discretionary performance-based bonuses during the years ended December 31, 2024, and 2023, pursuant to their employment agreements.

Black earned discretionary performance-based bonuses during

the year ended December 31, 2024, pursuant to their employment agreements.

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.

In fiscal year 2024, we issued 17,202 shares of our

restricted common stock, with a fair value of $0.6 million, to three members of our executive team.

In fiscal year 2025, we issued 20,608 shares of our

restricted common stock, with a fair value of $0.4 million, to four 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.

In fiscal year 2025, there were 5,245 shares forfeited

upon resignation or termination of executives and board members.

Equity Incentive Plans

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.

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 15,000 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.

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.

As of the date of the issuance of these Consolidated Financial Statements 6,561 shares have been issued and 8,436 option to purchase shares

have been awarded under the 2021 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 25,000 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.

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.

As of the date of the issuance of these Consolidated Financial Statements 24,238 shares of common stock for issuance have been issued

and 690 option to purchase shares have been awarded under the 2023 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 75,000 shares of common stock for issuance.

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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;

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

(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

(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.

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.

(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

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.

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.

Up to approximately 15,000 shares of common stock

may be issued pursuant to awards granted under the 2021 Plan, 25,000 under the 2023 Plan and 75,000 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

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.

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.

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.

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.

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%

shareholder).

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.

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.

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 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.

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 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.

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.

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.

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:

(iii) profit (net profit, gross profit, operating profit, economic profit, profit margins or other corporate profit measures);

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

(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);

(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);

(vii) stock price or

(viii) total shareholder return (stock price appreciation plus reinvested dividends divided by beginning share price);

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);

(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;

(xvi) working capital targets relating to inventory

and/or accounts receivable;

(xvii) inventory management;

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(xxiii) cost reduction measures;

and/or (xxiv) strategic plan development and implementation.

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.

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 shareholders are the Participant and his or her family members or anyone

else approved by it.

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.

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:

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.

(b) substitution by the surviving company of equity, equity-based

and/or cash awards with substantially the same terms for outstanding Awards;

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.

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.

The following is a general summary of the material

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.

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.

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.

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.

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

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.

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

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.

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)

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.

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.

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.

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.

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.

No income will be realized by a Participant upon grant

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.

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.

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

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.

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.

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.

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.

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.

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

upon exercise

of outstanding

under the plan Weighted-average exercise price of outstanding options under the plan No.

The following table provides information, as of December 31,

2025, with respect to equity securities authorized for issuance under compensation plans:

Plan Category

of securities to be issued upon exercise of outstanding options under the plan

Weighted-average exercise price of outstanding options under the plan

of securities remaining available for future issuance

2024 Equity compensation plans approved by security holders

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2021 Equity compensation plans approved by security holders

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.

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.

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.

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

earnings All other

compensation Total

$’000 $’000 $’000 $’000 $’000 $’000 $’000

Mark McKinney 34 31 (b)

Spanos 32 36 (e)

Benjamin Petel 32 32 (c)

Na Yeon (“Hannah”) Oh 28 31 (c)

Ray Shankar 38 33 (d)

Marvin Yeo 28 31 (b)

Paul Sansom 28 31 (b)

David Errington 32 32 (c)

Ahmed Khan 28 31 (b)

(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.

(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.

● Chairperson of the Audit Committee will receive an additional $4.0 thousand in cash and 1,000 shares

● 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.

On October 29, 2025, the then-existing Board of Directors

resigned and a new Board of Directors was appointed.

The previously approved director’s compensation structure — including

annual cash compensation, equity awards, and additional compensation for committee membership and chair roles — remains in effect

and applies to the newly appointed directors for their service beginning on such date.

Accordingly, director compensation for the 2025

fiscal year reflects the compensation earned by each director for the period during which they served in 2025.

The following table provides information relating

to compensation of our directors for our fiscal year ended December 31, 2025:

Fees earned or paid in cash

Stock awards (a)

Option awards

Non-equity incentive plan compensation

Non-qualified deferred compensation earnings

All other compensation

Benjamin Petel

Na Yeon (“Hannah”) Oh

Mark McKinney

David Errington

Claudio Torres

Alexander David

Yuriy Shirinyan

(a) On March 17, 2025 the Board of Directors were

granted restricted stock awards at a price of $30.40 per share.

The restricted stock awards vest ratably over 12 quarters starting March

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.

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.

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.

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;

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.

Security Ownership of Certain Beneficial

Owners and Management and Related Shareholder Matters

The following table sets forth information about the

beneficial ownership of our common stock at April 28, 2026, for:

● each person, or group of affiliated persons, whom we know to beneficially own more than 5% of our common

● each of our named executive officers;

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● 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.

Name of beneficial owner Number of shares

Percentage of shares

outstanding prior to

5% Stockholders:

Aggia LLC FZ (2)

675,163 11.51 %

Raymond and Beck Graf (3)

346,751 5.91 %

Armistice Capital Master Fund Ltd.

411,523 7.02 %

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 April 15, 2026.

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 300, Burleson, TX 76028.

The percentage ownership information shown in the

column labeled “Percentage of shares outstanding” is based upon 1,835,668 shares of common stock outstanding as of April 28,

Name of beneficial owner

Number of shares beneficially owned (1)

Percentage of shares outstanding prior to offering (1)

5% Shareholders:

Directors and Named Executive Officers:

117,365 2.00 %

Kevin Mohan (6)

109,763 1.87 %

Jennifer Black (7)

75,965 1.30 %

Kenneth Miller (8)

Aimee Infante (9)

Stephen Spanos (10)

Ray Shankar (11)

Hannah Oh (12)

Benjamin Petel (13)

Marvin Yeo (14)

Paul Sansom (15)

Mark McKinney (16)

David Errington (17)

Ahmed Khan (18)

Chagay Ravid (2)

Alexandar David

Yuriy Shirinyan

All executive officers and directors as a group (14 persons)

* 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.

(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.

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.

(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.

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.

Certain Relationships and Related Transactions, and Director Independence

(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

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, 2026, (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,

2026 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) Chagay Ravid beneficially owns directly 8,825 shares of common stock of the Company (i) 6,825 shares of

common stock of Sadot Group Inc.

for serving as the Chief Executive Officer of the Company and (ii) 2,000 shares of common stock of the

Company issued by the company for services prior to serving as Chief Executive Officer of the Company.

(3) Intentionally left blank.

(4) Intentionally left blank.

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:

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;

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● any immediate family member of any of the foregoing.

Our Audit Committee will review any financial transaction, arrangement or relationship that:

Our Audit Committee will review any financial transaction,

arrangement or relationship that:

● involves or will involve, directly or indirectly, any related party identified above;

2 unchanged sentences

● 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;

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.

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.

Roper, Miller,

Mohan, Sansom, Attiya and Mmes.

Jorge, Black and Infante in Item 11.

Executive Compensation.

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.

Transactions with Officers, Directors, and Executives

of Sadot Group

On March 17, 2025, the Company issued 10,691 RSA’s

to certain executives.

Total RSA vest ratably over 12 quarters with the first vesting starting on March 31, 2025.

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.

On March 17, 2025, the Company issued 5,070 RSA’s

to members of the board of directors.

Total RSA vest ratably over 12 quarters with the first vesting starting on March 31, 2025.

On May 28, 2025, the Company issued 8,131 RSA’s

to members of the board of directors.

Total RSA vest ratably over 4 quarters with the first vesting starting on October 1, 2025.

On September 30, 2025, the Company issued 1,768 RSA’s

to members of the board of directors.

Total RSA vest ratably over 1 quarter with the first vesting starting on October 1, 2025.

On February 9, 2025, the Company entered into an Executive

Employment Agreement with Jennifer Black (the “Black Agreement”), which replaced her prior employment agreement.

served as the Company’s Chief Financial Officer until October 1, 2025, after which she no longer served in such capacity.

to the Black Agreement, Ms.

Black served as Chief Financial Officer and reported directly to the Company’s Chief Executive Officer.

During the term of the Black Agreement, 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.

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 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.

Black was entitled to a base salary at an 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 was to be priced and issued on the third trading day immediately following the filing of

the Form 10-K Annual Report for the applicable year.

Black was eligible for a discretionary performance bonus to be determined by

the Board annually, with the bonus for the year ended December 31, 2025 equal to 75% of her cash salary.

Black was terminated for

any reason, she was entitled to receive accrued salary and vacation pay, accrued bonus payments, reimbursement of expenses, and the right

to exercise any equity compensation awards through the last day of the applicable award term.

Black was terminated by the Company

for any reason other than for cause or resigned for good reason, she was entitled to a severance payment equal to twelve months of annual

compensation, all bonuses earned, and full acceleration of all equity compensation awards.

On July 28, 2025, the Company and Ms.

Black entered

into a Separation Agreement, effective August 1, 2025 (the “Separation Agreement”), under which her employment terminated

by mutual agreement.

Under the Separation Agreement, Ms.

Black received (or will receive) specified separation benefits, including:

a severance payment of $0.4 million, payable over 12 months;

(ii) payment of accrued but unused holiday and personal days, and reimbursement

of outstanding business expenses;

(iii) full vesting of all unvested restricted stock awards as of the effective date;

(iv) continuation

of COBRA or equivalent health benefits for a defined period;

and (v) a past due bonus of $0.2 million, payable over a five-year period

(unless accelerated by certain triggering events).

In partial consideration for those benefits, Ms.

Black agreed to provide transition/consulting

services for 60 days for nominal consideration and executed a comprehensive release in favor of the Company.

As a result of the Separation Agreement, all rights,

obligations, and benefits under the prior Executive Employment Agreement were terminated and replaced by the terms of the Separation Agreement

beginning on August 1, 2025.

On February 9, 2025 the Company entered into an Executive

Employment Agreement with Michael Roper (the “Roper Agreement”), which replaced his prior employment agreement.

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 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.

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.

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

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.

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.

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

(“Sadot Brasil”), the Company’s wholly owned subsidiary, entered into an Employment Agreement with Ms.

Jorge effective February 10, 2025.

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.

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 also receive a one time grant of $0.1 million in restricted stock grants.

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”).

Jorge will also receive a one time grant of $0.1 million in restricted stock

Further, the Company will make a contribution of up to $16.0 thousand per annum contribution to a private pension plan.

The per share price will be the closing price immediately prior to the date of each grant.

Jorge is terminated by the Company for any reason other than cause Ms.

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.

Jorge is terminated by the Company for any reason other than

Jorge will be entitled to a severance package of 18 months of salary.

Jorge’s compensation, which, except for the Bonus, is denominated in Brazilian Real, has been converted to U.S.

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.

Please note that the conversion

rate used for disclosure purposes is is 6 Reais to every 1 U.

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 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

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.

On May 28, 2025, the Company entered into an Employment

Agreement with Chagay Ravid, (“Mr.

During the term of the Employment Agreement, Mr.

Ravid will serve as Chief Executive

Officer of the Company and will be entitled to a base salary at the annualized rate of $200,000.

Ravid will receive a one-time grant

of $100,000 in restricted stock grants vesting in four equal quarterly installments.

The restricted stock grant vests quarterly over one

year in equal quarterly installments commencing October 1, 2025 which will be priced as of the start date.

Ravid is terminated

by the Company for any reason other than cause Mr.

Ravid will be entitled to a severance package of 12 months of salary.

On August 1, 2025, the Company entered into an employment

agreement with Mr.

Sansom (the “Employment Agreement”).

Under the terms of the Employment Agreement, Mr.

Sansom received an

annual base salary of $0.2 million for the first six months of his employment.

At the end of that six-month period, the Board of Directors

reviewed business key performance indicators and, subject to satisfactory performance, was to increase the base salary to a minimum of

$0.4 million per year, as confirmed by the Board’s compensation committee.

Such increased salary would have been effective from

the first day of the seventh month of employment.

Sansom was eligible for an annual performance bonus based on criteria to be determined

by the Company’s Board of Directors.

He also received a grant of restricted shares valued at $0.1 million, which vested in equal

quarterly installments beginning October 1, 2025, subject to continued employment and satisfactory performance.

The Employment Agreement

provided for standard benefits, expense reimbursement, and participation in the Company’s employee benefit plans.

employment had been terminated by the Company without cause or by Mr.

Sansom for good reason, and subject to the execution of a general

release, he would have been entitled to severance pay equal to 12 months of his base salary.

Sansom resigned from his position as

Chief Financial Officer on December 6, 2025, and no severance was triggered in connection with his resignation.

On December 3, 2025, the Company entered into a Consulting

Agreement (the “Consulting Agreement”) with CO-Finance Financial and Accounting Consulting Ltd.

(“CO-Finance”),

a company wholly owned by Mr.

Oren Attiya, pursuant to which CO-Finance agreed to provide the services of Mr.

Attiya as the Company’s

Chief Financial Officer, effective December 6, 2025.

Under the terms of the Consulting Agreement, CO-Finance will receive a monthly fee

equal to 7% less than the full compensation paid to the Company’s Chief Financial Officer for the 2024 fiscal year, plus applicable

value-added tax (VAT).

The Consulting Agreement provides that Mr.

Attiya will perform up to 90 hours of services per calendar month (not

less than 72 hours and not more than 108 hours without advance approval), including certifying the Company’s annual and quarterly

financial statements.

CO-Finance, on behalf of Mr.

Attiya, is entitled to up to 12 annual leave days and up to 18 sick leave days per

year, subject to coordination and documentation requirements.

CO-Finance invoices the Company monthly, and payment is due by the 9th day

of the following month upon submission of a duly issued tax invoice and record of hours.

The Consulting Agreement provides for standard

confidentiality, non-competition, and invention-assignment undertakings, and specifies that no employment relationship is created between

the Company and Mr.

Attiya or CO-Finance.

The Consulting Agreement is for an indefinite term and may be terminated by either party upon

90 days’ prior written notice, or by the Company immediately upon the occurrence of certain specified events.

Attiya continues

to serve as the Company’s Chief Financial Officer.

During the year ended December 31, 2025, the Company

paid approximately $0.2 million to Newton Incorporated, an investor relations firm owned and operated by the Company’s Chief Executive

Officer, Chagay Ravid, for investor relations and strategic communications services.

This arrangement was entered into prior to Mr.

appointment as Chief Executive Officer.

The Company believes the terms of this arrangement are comparable to those that could have been

obtained in arm’s-length transactions.

The transaction was reviewed and approved in accordance with the Company’s related

party transaction policies.

During the year ended December 31, 2025, the Company

made payments of (i) $48,933 to Roey Schnapp, the half-brother (sharing a common father) of Sean Schnapp, a member of the Company’s

Board of Directors, and (ii) $95,993 to Aliza Schnapp.

These payments were made at the direction of a note holder in connection with the

settlement of an outstanding promissory note.

The Company did not receive services from either individual in exchange for these payments

and had no direct relationship with either recipient other than as payees designated by the note holder.

The transaction was reviewed

and approved in accordance with the Company’s related party transaction policies.

On January 5, 2026, the Company and Michael Roper,

the Company’s Chief Governance and Compliance Officer, entered into a Separation Agreement (the “Separation Agreement”),

pursuant to which Mr.

Roper’s employment with the Company will terminate by mutual agreement effective as of January 19, 2026 (the

“Effective Date”).

Under the terms of the Separation Agreement, in consideration for Mr.

Roper’s execution of a general

release of claims and other covenants, the Company has agreed to provide the following separation benefits:

(i) payment of severance and

unpaid bonus in the aggregate amount of $734,000, payable in bi-weekly installments over a period of 120 months commencing on March 1,

2026, with a 25% discount applied (resulting in a reduced total payment of $550,500) if the Company pays the full amount during 2026;

(ii) accelerated vesting of all unvested restricted stock awards as of the Effective Date (with forfeiture of all unvested stock options);

(iii) payment by the Company of the full cost of Mr.

Roper’s COBRA health insurance coverage for up to 18 months following the Effective

(iv) continuation of directors’

and officers’ liability insurance coverage for Mr.

Roper for four years following the

execution of the Separation Agreement;

and (v) indemnification of Mr.

Roper with respect to current litigation and any claims arising

out of his actions during his employment with the Company.

The Separation Agreement also includes customary provisions, including non-disparagement,

cooperation in certain matters, return of Company property, and continuation of confidentiality and non-competition obligations.

Additionally,

the Separation Agreement provides the Company with a 90-day period from execution to review and potentially challenge details of Mr.

prior employment agreement, and grants the Company a 30-day cure period in the event of any missed payments before Mr.

Roper may initiate

legal action.

In the event of a default by the Company that is not cured within 30 days of written notice, all remaining amounts under

the Separation Agreement become immediately due and payable.

The Company intends to engage Mr.

Roper on a consulting basis going forward.

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.

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

Kreit & Chiu CPA LLP has served as our independent

registered public accountants for the years ended December 31, 2025 and 2024.

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, 2025 and 2024:

December 31, 2025

December 31, 2024

Audit fees (1)

Audit-related fees (2)

(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.

(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.

(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, 2025 and 2024 and in connection with the filing of our

Form 10-K, Form 10-Qs and multiple Forms S-1 and Forms S-3s.

(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.

Exhibits and Financial Statement Schedules

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)

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)

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).

Amendment between Sadot Group Inc.

and Target Capital I, LLC dated July 23, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 25, 2025)

Amendment between Sadot Group Inc.

and Jennifer Black dated July 23, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 25, 2025)

Form of Amendment and Waiver entered with the December 2024 Purchasers dated July 23, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 25, 2025)

Securities Purchase Agreement between Sadot Group Inc.

and Helena Global Investment Opportunities I Ltd.

dated September 23, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 24, 2025)

Purchase Agreement between Sadot Group Inc.

and Helena Global Investment Opportunities I Ltd.

dated September 23, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 24, 2025)

Form of Securities Purchase Agreement, dated October 15, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 16, 2025)

Engagement Letter, dated October 15, 2025, by and between Sadot Group, Inc.

and Dawson James Securities, Inc.

(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 16, 2025)

Form of Lock-Up Agreement dated October 15, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 16, 2025)

Secured Promissory Note dated October 29, 2025(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 30, 2025)

Settlement Agreement and Mutual Release between Sadot Group Inc.

and Aggia LLC FZ dated November 20, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 24, 2025)

Consulting Agreement, dated December 3, 2025, by and between Sadot Group Inc.

and CO-Finance Financial and Accounting Consulting Ltd.

(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 9, 2025)

Separation Agreement, dated January 5, 2026, by and between Sadot Group Inc.

and Michael Roper (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 7, 2026)

Form of Securities Purchase Agreement, dated February 6, 2026, by and among the Company and the Purchasers (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 10, 2026)

Form of 8% Unsecured OID Debenture (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 10, 2026)

Engagement Agreement for Advisory Services, dated January 29, 2026, by and between the Company and the Financial Advisor (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 10, 2026)

Securities Purchase Agreement, dated February 11, 2026, by and between Sadot Group Inc.

and Stanley Hills, LLC (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 12, 2026)

First Amendment to Stock Purchase Agreement, dated March 2, 2026, by and between the Company and Stanley Hills, LLC (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 6, 2026)

Sadot Group Inc.

– Insider Trading Policy

21.1* List of Subsidiaries

– Insider Trading Policy (Incorporated herein by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on March 11, 2025)

List of Subsidiaries (Incorporated herein by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on March 11, 2025)

Consent of Kreit & Chiu CPA LLP

5 unchanged sentences

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*

Policy for the Recovery of Erroneously Awarded Compensation adopted February 1, 2024(Incorporated herein by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on March 20, 2024)

Policy on Granting Equity Awards (Incorporated herein by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on May 15, 2024)

Inline XBRL Instance Document*

Inline XBRL Schema Document*

Inline XBRL Calculation Linkbase Document*

Inline XBRL Definition Linkbase Document*

Inline XBRL Label Linkbase Document*

Inline XBRL Presentation Linkbase Document*

Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Includes management contracts and compensation plans and arrangements

† Includes management contracts and compensation

plans and arrangements

*Filed herewith.

2 unchanged sentences

Not applicable.

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.

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

/s/ Catia Jorge

March 11, 2025

/s/ Chagay Ravid

April 29, 2026

Chief Executive Officer (Principal Executive Officer)

/s/ Jennifer Black

Jennifer Black

Chief Financial Officer (Principal Financial Officer)

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.

/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

/s/ Mark McKinney Director

Mark McKinney Chairman of the Board

/s/ Stephen A.

Spanos Director

/s/ Benjamin Petel Director

Benjamin Petel Secretary

/s/ Na Yeon Oh Director

/s/ Ray Shankar Director

/s/ Marvin Yeo Director

/s/ Paul Sansom Director

/s/ David Errington Director

David Errington

Ahmed Khan Director

/s/ Claudio Torres Director

Claudio Torres

/s/ Oren Attiya

Chief Financial Officer (Principal Financial and Accounting Officer)

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.

/s/ Chagay Ravid

Chief Executive Officer

(Principal Executive Officer)

/s/ Oren Attiya

Chief Financial Officer

(Principal Financial and Accounting Officer)

/s/ Sean Schnapp

/s/ Alexander David

Alexander David

/s/ Liat Franco

/s/ Yuriy Shirinyan

Yuriy Shirinyan

Sadot Group Inc.

2 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Financial Statements

Financial Statements

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations and Other Comprehensive Income / (Loss) for the years ended December 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023

Consolidated Statements of Operations and Other Comprehensive (Loss) / Income for the years ended December 31, 2025 and 2024

Consolidated Statements of Changes in Shareholders’ (Deficit) / Equity for the years ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024

Notes to the Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting

Board of Directors and Shareholders

1 unchanged sentence

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.

have audited the accompanying consolidated balance sheets of Sadot Group Inc.

as of December 31, 2025 and 2024, and the related consolidated

statements of operations and other comprehensive (loss)/income, changes in shareholders’ equity, and cash flows for each of 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, 2025, and 2024, and

the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally

accepted in the United States of America.

Paragraph – Going Concern

accompanying financial statements for the year ended December 31, 2025, have been prepared assuming that the Company will continue as

a going concern.

As of the date of issuance of the Company’s financial statements, the Company had a significant working capital

deficiency, incurred significant losses, generated minimal sales, and needed to raise additional funds to meet its obligations and sustain

its operations.

These conditions raise substantial doubt about the Company’s ability to continue as going concern.

plans regarding these matters are also described in Note 2 of the financial statements.

The current year’s financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

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.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits 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.

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.

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.

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.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that was communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Contingencies

Related to Legal Matters

of the Matter

records liabilities for legal proceedings when it is probable that a loss has been incurred and the amount can be reasonably estimated.

Where a probable loss can be estimated within a range, management records the most likely amount, or the lower end of the range when

no amount within the range is a better estimate.

Management discloses the amount of a possible loss or range of loss in excess of recorded

accruals, if such an estimate is determinable, or states that an estimate cannot be made.

In addition, significant legal proceedings

are disclosed where there is at least a reasonable possibility that a loss may be incurred, even if the likelihood is not probable or

the amount cannot be reasonably estimated.

We Addressed the Matter in Our Audit

evaluated the nature of legal services incurred to identify potential litigation-related matters and obtained and inspected invoices

and engagement agreements from legal service providers to assess whether there were any unrecorded or undisclosed legal contingencies.

We identified external legal counsel associated with litigation matters and sent legal confirmation requests to corroborate management’s

assessment of ongoing and potential legal contingencies.

In addition, we evaluated management’s assessment of the status of legal

matters, including the likelihood of unfavorable outcomes and the estimation of potential losses, and assessed the adequacy of related

disclosures in the consolidated financial statement.

of Long-Lived Assets

of Deposit on Farmland Project

of the Matter

described in Note 7, the Company advanced approximately $5.8 million in 2024 in connection with a potential farmland project in Indonesia

through an intermediary, Aggia LLC FZ (“Aggia”), a related party.

The arrangement did not include a definitive agreement

or contractual terms governing enforceability or refundability.

In 2025, due to the high turnover of the management and operational changes,

the Company terminated the arrangement with Aggia and recorded a full impairment of the advance as of December 31, 2025.

identified this as a critical audit matter due to the magnitude of the balance and the judgment involved in assessing recoverability,

including the absence of enforceable rights and the uncertainty of any potential recovery.

We Addressed the Matter in Our Audit

obtained an understanding of the nature of the deposit and evaluated changes during the year.

We obtained and inspected supporting documentation,

including agreements and correspondence, to assess the Company’s rights and the likelihood of recovery.

We evaluated management’s

impairment analysis, including assessing whether the termination of the arrangement and the decision to abandon the project represented

a triggering event and whether the conclusion that the asset was not recoverable was appropriate.

of Investment in Series B Preferred Shares

of the Matter

Company acquired an ownership interest in a third-party entity that develops and operates carbon credit projects..

During the fourth

quarter, management identified indicators of impairment, including significant changes in the investee’s operations and the transfer

of underlying project development agreements, which removed the primary value-generating activities associated with the investment.

a result, management concluded that the investment was impaired and recorded a full write-down.

The principal considerations for our

determination that this matter is a critical audit matter were the significant judgment required by management in assessing impairment

indicators and determining the fair value of the investment in the absence of observable market data.

We Addressed the Matter in Our Audit

obtained the investment schedule and tested it for clerical accuracy.

We evaluated the initial recognition of the investment and assessed

whether the accounting treatment was appropriate.

evaluated management’s impairment analysis, including the identification of impairment indicators and the conclusion that the fair

value of the investment was zero.

We inspected supporting documentation, including agreements and information regarding the investee’s

operations, to corroborate management’s assessment.

of Zambia Farmland Assets

of the Matter

described in Note 9, the Company evaluated the recoverability of its farmland assets located in Zambia following a court ruling that

awarded ownership and control of the farm to minority shareholders.

Although the Company has filed an appeal, control over the asset

was not restored as of the reporting date.

Management assessed the impact of the ruling and recorded an impairment in the fourth quarter

of the year to reflect the judgement associated with the litigation.

The principal considerations for our determination that this matter

is a critical audit matter were the significant judgment required by management in evaluating the legal developments, the likelihood

of a favorable outcome in the appeal, and the resulting recoverability of the asset, in assessing both the timing and the measurement

of impairment, including the determination of when impairment indicators were considered to have been triggered and when the assets ceased

to generate expected future economic benefits.

We Addressed the Matter in Our Audit

obtained and evaluated legal documentation related to the court ruling and the ongoing appeal, including communications with legal counsel.

We assessed management’s evaluation of the recoverability of the farmland asset and the related farm assets by considering the

loss of control and the Company’s ability to generate future economic benefits.

We evaluated whether the management’s judgement

regarding the timing of impairment recognition in the fourth quarter, including whether impairment recorded was appropriate based on

the available evidence.

Expected Credit Losses (Allowance for Receivables)

of the Matter

Company records an allowance for expected credit losses on its trade and notes receivable in accordance with the applicable accounting

Due to system limitations, including the absence of detailed invoice-level aging data, management applied a qualitative methodology

to estimate expected credit losses.

This methodology incorporates specific identification of higher-risk balances, evaluation of subsequent

cash collections, and consideration of macroeconomic factors, including commodity market volatility and counterparty risk.

The principal

considerations for our determination that the allowance for expected credit losses is a critical audit matter were the significant judgment

applied by management in developing the allowance, particularly in the absence of historical loss data and aging information, and the

use of qualitative factors and forward-looking assumptions.

These factors increase subjectivity and the risk of material misstatement

in the valuation of receivables.

We Addressed the Matter in Our Audit

assessed the appropriateness of management’s qualitative methodology and evaluated whether it was consistent with the applicable

accounting guidance.

We tested the completeness and accuracy of the underlying receivable balances used in the analysis.

substantive procedures, including evaluating subsequent cash receipts, reviewing customer-specific information for higher-risk balances,

and assessing whether known collection issues were appropriately reflected in the allowance.

We also evaluated management’s key

assumptions, including the impact of economic conditions, counterparty credit risk, and the absence of historical loss experience.

addition, we assessed the adequacy of disclosures related to expected credit losses in the consolidated financial statements.

have served as Sadot Group Inc's auditor

Kreit & Chiu CPA LLP

We have served as Sadot Group, Inc.'s auditor since 2021.

March 11, 2025

April 28, 2026

Sadot Group Inc.

Consolidated Balance Sheets

December 31, 2024 December 31, 2023

December 31, 2025

December 31, 2024

Current assets:

Cash 1,786 1,354

Cash (includes $ 0.27 million of restricted cash as of December 31, 2025 and 2024)

Accounts receivable, net of allowance for doubtful accounts of $ 27.8 million and $ 0.1 million as of December 31, 2025 and 2024, respectively

18,014 52,920

Inventory 717 2,561

Assets held for sale

2 unchanged sentences

Property and equipment, net

Goodwill — 1,798

Intangible assets, net — 2,833

Right to use assets

Other non-current assets

Total assets 164,654 178,091

LIABILITIES AND EQUITY

LIABILITIES AND (DEFICIT)/EQUITY

Current liabilities:

5 unchanged sentences

Total current liabilities

Notes payable, non-current — 622

Deferred revenue, non-current — 1,555

Other non-current liabilities

Total liabilities

Contingencies & Commitments

(Deficit)/Equity:

Common stock, $ 0.0001 par value, 2,000,000 shares authorized, 1,549,080 and 522,514 shares issued and outstanding as of December 31, 2025, and 2024, respectively

1 unchanged sentence

Accumulated deficit

Accumulated other comprehensive income / (loss) ( 27 ) 8

Accumulated other comprehensive (Loss) / Income

Total Sadot Group Inc.

shareholders' equity 29,193 20,821

shareholders’ (deficit)/equity

Non-controlling interest

Total equity 32,373 24,257

Total (deficit)/equity

Total liabilities and equity

See Accompanying Notes to the Consolidated Financial Statements

The accompanying notes are an integral

part of these Consolidated Financial Statements

Sadot Group Inc.

Consolidated Statement of Operations and Other Comprehensive Income / (Loss)

Consolidated Statement of Operations and Other Comprehensive

(Loss) / (Loss) / Income

For the Years Ended December 31,

Commodity sales

Other revenues

Cost of goods sold

Gross profit 5,116 9,635

Depreciation and amortization expenses

Pre-opening expenses — ( 336 )

Stock-based expenses

Sales, general and administrative expenses

Loss from continuing operations ( 11,464 ) ( 7,004 )

Other income — 308

(Loss) / Income from continuing operations

Interest expense, net

Change in fair value of stock-based compensation

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 )

Loss on impairment

Loss on litigation

Loss on debt extinguishment

(Loss) / Income from continuing operations before income tax

Income tax benefit (expense)

Net (Loss) / Income from continuing operations

Discontinued Operations:

(Loss) from discontinued operations, net of income taxes

Net loss for discontinued operations ( 1,893 ) ( 2,765 )

Net income / (loss) 3,736 ( 8,042 )

Net (loss) income from discontinued operations

Net (Loss) / Income

Net loss attributable to non-controlling interest

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 )

Net (Loss) / Income attributable to Sadot Group Inc.

Net (loss) / income from continuing operations per share attributable to Sadot Group Inc.:

Net (loss) / income from income discontinued operations per share attributable to Sadot Group Inc.:

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

The accompanying notes are an integral part of these

Consolidated Financial Statements

Sadot Group Inc.

Consolidated Statement of Operations and Other Comprehensive Income / (Loss) (Continued)

Consolidated Statement of Operations and Other Comprehensive

(Loss) / Income (Continued)

For the Years Ended December 31,

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 )

Net (Loss) / Income

Other comprehensive (Loss) / Income

Foreign currency translation adjustment

Unrealized (loss), net of income tax

Total other comprehensive loss

Total comprehensive (loss) income

Comprehensive loss attributable to non-controlling interest

Total comprehensive income / (loss) attributable to Sadot Group Inc.

3,957 ( 7,816 )

See Accompanying Notes to the Consolidated Financial Statements

Total comprehensive (loss) income attributable to Sadot Group Inc.

The accompanying notes are an integral part of these

Consolidated Financial Statements

Sadot Group Inc.

Consolidated Statement of Changes in Stockholders' Equity

Common Stock Additional

Capital Accumulated

Deficit Accumulated Other Comprehensive Income / (Loss) Non-controlling Interest Total

Shares Amount

$’000 $’000 $’000 $’000 $’000 $’000

Consolidated Statement of Changes in Shareholders’

Additional Paid-in

Accumulated Other Comprehensive

Non-controlling

Income / (Loss)

Balance – December 31, 2023

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 compensation to board of directors

Common stock issued as compensation for services

Stock-based compensation - options

Rounding of post-split shares outstanding per transfer agent

Conversion of convertible loan

Investment in non-controlling interest — — — — — 3,654 3,654

Unrealized gain, net of income tax — — — — 6 — 6

Foreign exchange translation adjustment

Net loss — — — ( 7,824 ) — ( 218 ) ( 8,042 )

Unrealized loss, net of income tax

Net (Loss) / Income

Balance – December 31, 2024

Common stock compensation to board of directors 10,564 — 42 — — — 42

Common stock issued as compensation for services

Stock-based compensation - options 133,615 — 574 — — — 574

Rounding of post-split shares outstanding per transfer agent 1,273 — — — — — —

Common stock issued for cash, net of expenses

Cash exercise of warrants and warrant modification

Cash exercise of warrants

Conversion of convertible loan

Stock based compensation - vesting of options and restricted stock awards

Foreign exchange translation adjustment

Unrealized loss, net of income tax

Net income / (loss) — — — 3,992 — ( 256 ) 3,736

Shares issued due to fractional shares resulting from reverse stock split

Write-off of closed subsidiary - non-controlling interest

Net (Loss) / Income

Balance – December 31, 2025

See Accompanying Notes to the Consolidated Financial Statements

The accompanying notes are an integral part of these

Consolidated Financial Statements

Sadot Group Inc.

2 unchanged sentences

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:

Net (Loss) / Income

Adjustments to reconcile net (Loss) / Income to net cash used in operating activities:

Depreciation and amortization expenses

2 unchanged sentences

Change in fair value of stock-based compensation

Warrant modification expense — 958

Amortization of debt discount

Unrealized gain / (loss), net of income tax

Loss on extinguishment of debt

Impairment of assets

Foreign exchange translation adjustment

2 unchanged sentences

Accounts receivable, net

Inventory 1,639 ( 2,355 )

Operating right to use assets and lease liabilities, net

7 unchanged sentences

Net cash used in operating activities

Net cash (used in) / provided by operating activities - discontinued operations ( 450 ) 96

Net cash used in operating activities - discontinued operations

Cash Flows from Investing Activities

Investment from non-controlling interest — 3,654

Purchases of property and equipment

Disposal of property and equipment

Net cash used in investing activities ( 4 ) ( 3,599 )

Net cash provided by (used in) investing activities

Net cash provided by investing activities - discontinued operations

2 unchanged sentences

Repayments of notes payables

Proceeds from exercise of warrants — 2,153

Net cash provided by financing activities 2,781 8,624

Debt Discount

Proceeds from issuance of common stock

Net cash provided by (used in) financing activities

Net cash used in financing activities - discontinued operations

Net Change in Cash

Cash – beginning of period 1,354 9,898

Cash – end of period 1,786 1,354

See Accompanying Notes to the Consolidated Financial Statements

Cash – beginning of period (includes $0.27 million of restricted cash as of December 31, 2025 and 2024)

Cash – end of period (includes $0.27 million of restricted cash as of December 31, 2025 and 2024)

The accompanying notes are an integral part of these

Consolidated Financial Statements

Sadot Group Inc.

4 unchanged sentences

Cash paid for taxes

See Accompanying Notes to the Consolidated Financial Statements

Sadot Group Inc.

Notes to the Consolidated Financial Statements

Business Organization and Nature of Operations

Supplemental Disclosures of Non-Cash Investing and Financing Activities

Conversion of notes payable into common stock

Conversion of stock

Exchange of accounts receivable for equity securities

Issuance of equity securities to settle accounts payable

Issuance of common stock as equity issuance costs

The accompanying notes are an integral part of these

Consolidated Financial Statements

to the Consolidated Financial Statements

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.

(“Sadot Group” or “SGI”

or together with its subsidiaries, the “Company”), a Nevada corporation was incorporated in Nevada on October 25, 2019.

late 2022, SGI transformed from a U.S.-centric restaurant business into a global organization focused on the Agri-food commodity supply

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.

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, 2025, The Company had changes

to its reportable segments due to the discontinued operations and sale of its remaining food service group to Marv Brands on December

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.

Group’s operating unit was intended to be 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 global markets.

Sadot Agri-Foods competes with the ABCD

commodity companies (ADM, Bunge, Cargill and Louis Dreyfus) as well as various regional organizations.

During 2025, the Company undertook

a series of actions to streamline its operations, including the closure of certain offices in Korea, Canada and Brazil, and the divestiture

of its food services activity to MARV Brands on December 4, 2025.

Sadot Agri-Foods also operates, through a majority-owned

subsidiary, a roughly 5,000 acre farm in Zambia focused on commodities such as wheat, soy and corn, alongside high-value tree crops such

as avocado and mango.

During the fourth quarter of 2025, the Company experienced significant legal and regulatory challenges related to

this operation, including an adverse judgment in local courts resulting in the loss of its interest in the Zambia farm.

The Company has

appealed this judgment and is seeking recovery of approximately $3.5 million.

The appeals process is ongoing and is expected to be resolved

within approximately 12 months;

however, there can be no assurance as to the outcome.

The Company continues to evaluate its agri-food operations

and broader supply chain opportunities, while also assessing alternative business strategies and sectors that may be more conducive to

long-term shareholder value creation.

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.

Sadot Food Services previously held three concepts, including two fast casual restaurant brands, Pokémoto and Muscle Maker Grill,

as well as a subscription-based fresh prepared meal concept, SuperFit Foods.

SuperFit Foods was sold in August 2024.

Throughout 2024,

the Company sold, converted to franchise locations, or closed its remaining corporate-owned restaurants.

As a result, by the end of 2024,

the Company primarily operated as a franchisor for the Pokémoto and Muscle Maker Grill brands.

In prior periods, the Sadot Food Services operating

segment met the criteria to be classified as held for sale and was presented as discontinued operations.

On December 4, 2025, the Company and its wholly-owned

subsidiaries, Pokemoto LLC, Poke Co Holdings, LLC, and Muscle Maker Development, LLC (collectively, the “Sellers”), completed

the sale of substantially all of the assets related to the Pokémoto and Muscle Maker Grill franchise businesses (the “Business”)

to MARV Brands of America LLC and MARV Brands Inc.

(collectively, the “Buyers”), pursuant to an Asset Purchase Agreement dated

December 4, 2025.

The assets sold included franchise agreements, intellectual property (including trademarks, recipes, operations manuals

and brand standards), marketing funds, gift card balances and other related assets.

The subsidiaries comprising the Sadot Food Services

segment were not sold.

As a result of the transaction, the Company has exited

its restaurant and franchise operations.

The results of the Sadot Food Services segment continue to be presented as discontinued operations

for all periods presented.

Please see Note 4 – Assets held for sale and Note 5 – Discontinued operations for further details.

to the Consolidated Financial Statements

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.

and its subsidiaries are hereinafter

referred to as the “Company”.

Reverse Stock Split

On September 9, 2025, 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 September 15, 2025.

company did so to regain compliance with Nasdaq.

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 shareholders who would

have otherwise received fractional shares as a result of the Reverse Stock Split received cash in lieu of any fractional share interests

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.

Sadot Group Inc.

Notes to the Consolidated Financial Statements

Working Capital

We measure our liquidity in a number of ways, including the following:

December 31, 2024 December 31, 2023

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)

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)

Total current liabilities 132,170 104,582

Working capital (5)

Current ratio (6)

(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

Significant Accounting Policies

All share and per share amounts included in these consolidated

financial statements have been adjusted to reflect the Reverse Stock Split.

Please see Note 18 – Commitments and contingencies for

further details.

Closed Offices

During the fourth quarter of 2025, the Company began

shutting down non-cashflow-generating offices, namely its offices in Brazil and Canada, which had supported its agri-food sourcing and

trading operations.

Operations at both locations have ceased.

The Company is in the process of winding down the related legal entities,

which is expected to continue through 2026.

Going Concern, and Management Plans

The accompanying Unaudited Consolidated Financial

Statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and

the satisfaction of liabilities in the normal course of business.

The Company’s primary source of liquidity is

cash on hand, working capital and borrowings.

At December 31, 2025, the Company had a working capital deficit (defined as total current

assets less total current liabilities) of $ 54.8 million, representing a decrease of $75.3 million compared to working capital of $ 20.5

million at December 31, 2024.

This working capital deficit reflects that the Company’s current liabilities exceed its current assets.

The Company believes that its existing cash on hand, accounts receivable (a significant portion of which remains uncollected), and expected

future cash flows from its commodity trading will be insufficient to fund its operations and meet its repayment obligations over the next

Accordingly, the Company intends to seek additional capital, including through potential public market financings.

The Company’s current assets, consisting primarily

of accounts receivable, continue to represent a significant component of its liquidity position.

However, delays in converting these assets

to cash have resulted in working capital constraints.

The Company’s ability to continue as a going concern is dependent upon its

ability to raise additional capital, which is necessary to fund its working capital requirements and ultimately achieve profitable operations.

In addition, most of the Company’s outstanding

debt obligations matured on December 31, 2025 and are currently in default, which will require repayment or refinancing.

These upcoming

maturities further contribute to the Company’s liquidity requirements and increase uncertainty regarding its ability to meet obligations

as they become due.

Management performed a going concern assessment for

a period of twelve months from the date of approval of these Consolidated Financial Statements to assess whether conditions exist that

raise substantial doubt regarding the Company’s ability to continue as a going concern.

While there is no assurance that the borrowings will

provide us with funding for a time period that allows us to continue operations and other strategic alternatives, management believes

it remains appropriate to prepare our financial statements on a going concern basis.

to the Consolidated Financial Statements

Management believes the above actions, if successfully

executed, will provide sufficient liquidity to meet obligations as they become due.

However, there can be no assurance that such plans

will be realized or that additional financing will be available on acceptable terms.

Accordingly, there is substantial doubt about the

Company’s ability to continue as a going concern within one year after the date the financial statements have been issued.

The accompanying Audited Consolidated Financial Statements

do not include any adjustments relating to the recoverability or classification of recorded asset amounts or the amounts and classification

of liabilities that might result from the outcome of this uncertainty.

If the Company does not raise sufficient

capital in a timely manner, among other things, the Company may be forced to scale back further or cease its operations altogether.

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.

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.

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.

Sadot Group Inc.

Notes to the Consolidated Financial Statements

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.

Reclassification of Fair Value Gains from Other

During the three months ended March 31, 2025, the

Company reclassified gains previously recognized in Other income related to the fair value remeasurement of certain financial instruments

into Cost of goods sold (“COGS”).

The reclassification was made to better reflect the nature and function of these instruments,

which are economically linked to the Company’s inventory procurement, sales activities and to be consistent with our competitors.

Management determined that presenting the related gains in COGS more accurately reflects the impact of these instruments on the Company’s

gross margin and provides more decision-useful information to financial statement users.

This change in presentation had no impact on

net income, total comprehensive income, or earnings per share for the period.

The table below summarizes the effect of the reclassification

on the Unaudited Consolidated Statement of Operations and Other Comprehensive (Loss) / Income for the year ended December 31, 2024:

Schedule of Consolidated Statement of Operations and Other Comprehensive (Loss) / Income

Year Ended December 31, 2024

As Previously Reported

Reclassification

As Reclassified

Cost of goods sold

Gross profit / (loss)

Gain on fair value remeasurement

Gain on sale of trading securities

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.

The preparation of financial statements in conformity

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

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;

but are not limited to:

● 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;

2 unchanged sentences

● 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.

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.

Cash, Restricted 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,

2025 or 2024.

As of December 31, 2025, the Company had $ 0.27 million of cash on deposit that is subject to a court-ordered restriction

related to ongoing legal proceedings.

These funds are not available for general corporate use.

The restriction is expected to remain in

place pending resolution of the matter.

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, 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.

Sadot Group Inc.

Notes to the Consolidated Financial Statements

Accounts Receivable consists of receivables related

to Sadot Food Services and Sadot Agri-Foods of $0.4 million and $18.0 million net of doubtful accounts of $ 27.8 million and $ 0.1 million

as of December 31, 2025, and 2024, respectively.

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.

to the Consolidated Financial Statements

Factoring Agreements

As of December 31, 2025, the Company’s

total borrowings include $ 3.3 million related to a factoring arrangement under which the Company transfers certain trade receivables

to a third-party financial institution with recourse.

The Company retains the risk of nonpayment on the transferred receivables, so the

arrangement does not meet the criteria for sale accounting under ASC 860, Transfers and Servicing, and is accounted for as a secured borrowing.

Under this arrangement, the Company received $ 3.6

million in cash advances, which are included in Notes Payable on the Consolidated Balance Sheets.

The transferred receivables had an original

carrying value of $ 4.7 million as of December 31, 2025.

During the period, customers made payments on these receivables, reducing the

outstanding balance to $ 3.6 million, which remains recorded in Accounts Receivable as of December 31, 2025, as the Company has not surrendered

control over the assets.

The $ 0.8 million difference between the original receivables balance and the cash advances primarily reflects

$ 0.5 million of proceeds retained by the factor and $ 0.3 million of factoring fees.

Factoring fees incurred in connection with the arrangement

are deferred and amortized over the expected life of the borrowing as Interest expense, net in the Consolidated Statements of Income and

Other Comprehensive (Loss) / Income.

The Company continues to service the receivables under the arrangement but has no obligation to repurchase

the receivables except in cases of customer nonpayment.

The Company remains exposed to credit losses related to factored receivables and

maintains an allowance for doubtful accounts as appropriate.

As of December 31, 2025, the Company has pledged

$ 3.9 million of accounts receivable as collateral under this facility.

A dispute has arisen with the factoring company regarding

the amounts owed under the arrangement, which is the subject of pending litigation.

Please see Note 18 – Commitments and contingencies

for additional information regarding pending litigation.

Inventory, stated at the lower of cost or net realizable

value related to Sadot Agri-foods was $ — million and $ 0.7 million as of December 31, 2025, and 2024, respectively.

determined using the first-in, first-out method.

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:

In the first quarter of 2024, the Company classified

its Sadot Food Services segment as held for sale.

The assets related to Pokemoto and Muscle Maker Grill were sold in the fourth quarter

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,

● an active program to locate a buyer and other actions required to complete the plan to sell have been

● the sale is probable and expected to be completed within one year,

1 unchanged sentence

● 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.

to the Consolidated Financial Statements

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 4 – 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.

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.

When property and equipment are retired or otherwise

disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized

in the consolidated statements of operations for the respective period.

Major additions and repairs that extend the useful life or improve

the efficiency of existing assets are capitalized and depreciated over their estimated remaining useful lives.

Minor repairs and maintenance

are expensed as incurred.

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

Schedule of Property and equipment

Furniture and Equipment

Leasehold Improvements

Land Improvements

The Company accounts for leases in accordance with

ASC 842, Leases.

The Company determines if an arrangement is or contains a lease at inception.

Right-of-use (“ROU”) assets

and lease liabilities are recognized for leases with terms greater than 12 months based on the present value of lease payments over the

Lease liabilities are measured using the present value

of future lease payments, discounted using the rate implicit in the lease when readily determinable, or the Company’s incremental

borrowing rate.

ROU assets are based on the lease liability adjusted for any initial direct costs, prepaid lease payments, and lease incentives.

The Company has elected the short-term lease exemption

for leases with an initial term of 12 months or less and does not recognize ROU assets or lease liabilities for such leases.

Lease expense

is recognized on a straight-line basis over the lease term.

to the Consolidated Financial Statements

Intangible Assets

The Company accounts for recorded intangible assets in accordance with the Accounting Standards Codification (“ASC’) 350 “Intangibles – Goodwill and Other”.

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.

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

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.

The assets related

to Pokemoto and Muscle Maker Grill were sold in the fourth quarter of 2025.

See Note 4 – Assets held for sale for additional information.

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.

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.

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.

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, 2025 and 2024, the Company

deemed the conversion feature related to notes payable was not required to be bifurcated and recorded as a derivative liability.

Investments in Equity Securities (Measurement Alternative)

The Company accounts for investments in equity securities

in accordance with ASC 321 Investments—Equity Securities..

Equity securities that have readily determinable fair values are measured

at fair value, and changes in fair value are recognized in net income.

For equity securities without readily determinable fair values,

the Company has elected the measurement alternative.

Under this election, investments are carried at cost, less impairment, adjusted for

observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

to the Consolidated Financial Statements

The Company evaluates these investments at each reporting

date for qualitative indicators of impairment, such as deteriorating financial condition, adverse regulatory developments, or significant

declines in project viability.

If an impairment is identified, the carrying amount is written down to estimated fair value and the loss

is recognized in earnings;

impairment losses are not subsequently reversed.

When observable price changes occur for the same or similar

investments of the issuer, the carrying amount is adjusted accordingly, with the change recognized in current-period income.

These investments

are classified as non-current within Other Non-current assets on the consolidated balance sheet, unless the Company intends to sell them

within twelve months.

The Company evaluates these

investments at each reporting date for qualitative indicators of impairment, such as deteriorating financial condition, adverse regulatory

developments, or significant declines in project viability.

If an impairment is identified, the carrying amount is written down to estimated

fair value and the loss is recognized in earnings;

impairment losses are not subsequently reversed.

When observable price changes occur

for the same or similar investments of the issuer, the carrying amount is adjusted accordingly, with the change recognized in current-period

These investments are classified as non-current within Other Non-current assets on the consolidated balance sheet, unless the

Company intends to sell them within twelve months.

During July 2025, the

Company acquired a non-controlling ownership interest in a third-party entity engaged in carbon credit project development.

investment was acquired through an exchange of accounts receivable;

therefore, the cost of the investment was based on the carrying

value of the accounts receivable transferred.

Because this investment does not have a readily determinable fair value, it is

measured at cost under the measurement alternative.

During the fourth quarter of 2025, the Company recognized a full impairment of

its investment in PT Proyek Konservasi Riau (formerly PT Green Bomas Indonesia), in the amount of $13.4 million.

The impairment was

primarily driven by a restructuring of the project, pursuant to which the underlying partnership agreements with local forest

management entities (LPHDs), representing the investee’s primary economic assets and source of expected future cash flows,

were novated to a third-party special purpose vehicle.

As a result, the investee no longer holds rights to develop or monetize

carbon credits and has no remaining revenue-generating activities or economic participation in the project.

Accordingly, management

determined that the fair value of the investment declined to zero as of December 2025, and recognized a full write-off in accordance

with applicable accounting guidance.

Additional information, significant inputs, and Level

3 roll forward is provided in Note 19 – Fair value measurement.

The following table shows the investments in equity

Schedule of investments in equity

Beginning balance at December 31, 2024

for observable price changes

Ending balance at December 31, 2025

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.

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

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’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;

(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;

(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.

There is a degree of seasonality in the growing cycles, procurement and transportation of crops.

to the Consolidated Financial Statements

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.

Sadot Group Inc.

Notes to the Consolidated Financial Statements

Typically, the Company has lower sales and net income during the non-harvest seasons and higher sales and net income during the harvest

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.

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.

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, 2025 and 2024, the Company recorded Commodity sales revenues of $246.9 million and $700.9 million,

respectively, which is included in Commodity sales on the accompanying Consolidated Statements of Operations and Other Comprehensive (Loss)

Other Revenues

Other revenues consist of management fees received

for performing certain management services under contract such as sales, purchasing, administrative and human resources.

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.

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 18 – 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.

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:

Warrants 1,635,974 1,615,883

Options 81,259 81,299

RSAs 891,139 398,262

For the years ended December 31,

2025 and 2024, $ 2.1 million and $ 6.7 million, respectively, are recorded as Stock-based expenses in the accompanying Consolidated

Statements of Operations and Other Comprehensive Income /(Loss).

On November 20, 2025, the Company and Aggia entered

into a settlement agreement that terminated the services agreement and extinguished all remaining obligations thereunder.

The settlement

agreement consisted of a one-time consideration of cash to be paid and shares to be issued to Aggia in the amount of $75,000 plus 1,050,000

shares, Accordingly, no further stock-based consulting fees are expected to be incurred under this arrangement following its termination.

Net (Loss) / Income per Share

Basic (Loss) / Income per common share is computed

by dividing net (loss)/income attributable to Sadot Group Inc.

by the weighted average number of common shares outstanding during the

Diluted (Loss) / Income per common share is computed by dividing net (Loss) / Income attributable to common shareholders 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.

The following securities are excluded from the calculation

of weighted average diluted common shares at December 31, 2025 and 2024, respectively, because their inclusion would have been anti-dilutive:

to the Consolidated Financial Statements

Schedule of weighted average diluted common shares

December 31 ,

Convertible debt

Total potentially dilutive shares

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:

The Company is currently authorized to issue 250,000,000

shares of common stock, following shareholder approval at the Annual Meeting

held on April 13, 2026, to increase the number of authorized shares from 2,000,000.

This increase provides the Company with additional

flexibility to support future capital raising, equity compensation, and other equity-related transactions.

Future issuances of common

stock, whether for financing, acquisitions, or equity awards, may result in dilution to existing shareholders and could materially reduce

net income (loss) per share and impact shareholder ownership percentages.

Depending on the Company’s future capital needs or equity

activity, additional increases in authorized shares may be considered, subject to shareholder approval.

The following table sets forth the computation of basic and dilutive net

(Loss) / Income per share attributable to the Company’s shareholders:

Schedule of basic and dilutive net

(Loss) / Income per share attributable to the Company’s stockholders

For the Years Ended December 31,

(In thousands, except for share count and per share data)

Net income / (loss) attributable to Sadot Group Inc.

3,992 ( 7,824 )

Net (Loss) / Income attributable to Sadot Group Inc.

Weighted-average shares outstanding:

Basic 4,583,389 3,494,056

Effect of potentially dilutive RSAs

Effect of potentially dilutive convertible debt

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) / Income for continuing operations per share attributable to Sadot Group Inc.:

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 )

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:

Net (Loss) / Income per share attributable to Sadot Group Inc.:

Concentration of Credit Risk

Financial instruments that potentially subject the

Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

to the Consolidated Financial Statements

The Company maintains its cash balances with financial

institutions located in the United States and foreign jurisdictions.

At times, such balances may exceed federally insured limits.

Company has not experienced any losses on its cash accounts and management believes the Company is not exposed to significant credit risk

with respect to its cash.

The Company extends credit to customers in the normal

course of business and performs ongoing credit evaluations of its customers’ financial condition.

As of and for the years ended

December 31, 2025 and 2024, certain customers accounted for more than 10% of total revenues, as disclosed below:

Schedules of Concentration of Risk, by Risk Factor

For the Years Ended December 31,

Number of customers

The Company also relies on a limited number of vendors

for procurement of commodities.

A significant portion of purchases is concentrated among a small number of suppliers, which may impact

operations if these relationships are disrupted.

For the Years Ended December 31,

Number of vendors

Type Commodities Commodities

% of purchases

Major Customers

The following table sets forth the major customers:

For the Years Ended December 31,

Number of customers 5 6

Type Commodities Commodities

% of sales 74 % 86 %

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.

The Company recognizes all derivatives in the balance

sheet at fair value.

During the years ended December 31, 2025 and 2024, 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

When a hedged item in a fair value hedge is sold, the adjustment in the carrying amount of the hedged item is recognized

Refer to Fair Value of Financial Instruments below,

Note 18 – 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.

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.

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.

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).

to the Consolidated Financial Statements

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

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 18 – Commitments and contingencies and Note 20 – Financial instruments.

Investment in Equity Securities

On July 22, 2025, the Company, entered an agreement

to acquire an equity stake in PT Green Bomas Indonesia (“Bomas”).

Bomas has advised that the project is expected to generate

between 1.1 and 1.2 million carbon credits in its first issuance cycle, verified under internationally recognized methodologies.

The project focuses on the restoration and long-term protection of peatland and mangrove ecosystems.

In consideration, the Company paid

a purchase price of $ 13.4 million through the assignment of accounts receivable and received 3,750 Class B shares, which is equal

to 37.5 % interest in Bomas.

While this percentage is within the typical “significant influence” range (20%–50%), the

contractual terms and governance arrangements do not grant the Company board representation, participation in policy decisions, or other

indicators of significant influence.

The Company will account for the Investment using ASC 321 equity securities without significant influence.

The Investment in Equity Securities can be found in Other non-current assets on the Consolidated Balance Sheets.

During the fourth quarter of 2025, the Company recognized a full impairment of

its investment in PT Proyek Konservasi Riau (formerly PT Green Bomas Indonesia), in the amount of $13.4 million.

The impairment was primarily

driven by a restructuring of the project, pursuant to which the underlying partnership agreements with local forest management entities

(LPHDs), representing the investee’s primary economic assets and source of expected future cash flows, were novated to a third-party

special purpose vehicle.

As a result, the investee no longer holds rights to develop or monetize carbon credits and has no remaining revenue-generating

activities or economic participation in the project.

Accordingly, management determined that the fair value of the investment declined

to zero as of December 2025, and recognized a full write-off in accordance with applicable accounting guidance.

Convertible Debt and Embedded Features

The Company accounts for convertible debt in accordance

with ASC 470-20.

It evaluates any embedded conversion features under ASC 815-15 to determine whether they must be separated and recorded

as derivative liabilities.

If the conversion feature is based only on the Company’s own stock and both the number of shares and

the conversion price are fixed (the “fixed-for-fixed” rule), it qualifies for the equity exception and is not treated as a

Convertible notes that meet this equity exception are recorded at amortized cost using the effective interest method.

ASC 825, companies are allowed to measure certain financial instruments at fair value instead of amortized cost;

however, the Company

has not elected this fair value option for its convertible notes.

Debt Discounts and Issuance Costs

The Company accounts for debt discounts and issuance

costs in accordance with ASC 470-20, Debt with Conversion and Other Options.

Debt discounts and issuance costs are recorded as a direct

deduction from the carrying amount of the related debt and are amortized to interest expense over the term of the underlying instrument

using the effective interest method.

Amortization of debt discounts and issuance costs

is included in Interest expense, net in the Consolidated Statements of Operations and Other Comprehensive (Loss) / Income.

to the Consolidated Financial Statements

Loss on debt extinguishment

Loss on debt extinguishment consist of the loss related

to the exchange of stock for debt repayment, which is calculated using the variance between the agreed upon price per share of stock and

the fair value of the stock on the date of the exchange and the gain recognized due to writing off accounts payable that have passed the

statute of limitations and no longer deemed payable.

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.

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 (Loss) / Income.

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.

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.

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 (Loss) / Income 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.

dollars for consolidation

purposes based on weighted-average exchange rates in each monthly period.

As a result, fluctuations of local currencies compared to the

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.

to the Consolidated Financial Statements

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.

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

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.

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).

The Company has no VIEs

at December 31, 2025 and 2024.

The amount of net loss attributable to Non-controlling interests is disclosed in the Consolidated

Statements of Income and Other Comprehensive (Loss) / Income.

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.

Sadot Group Inc.

Notes to the Consolidated Financial Statements

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 (Loss) / Income.

For details related to Discontinued operations, see Note 5 – Discontinued

Write-off of Closed Subsidiary – Non-controlling

During the year ended December 31, 2025, the

Company closed Sadot Korea, a previously consolidated subsidiary.

In connection with the closure, the Company derecognized the remaining

non-controlling interest of approximately $0.1 million, which represented the minority shareholders’ portion of the subsidiary’s

accumulated losses.

The closure did not result in a material gain or loss.

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.

The Company is no longer an emerging growth company and has adopted accounting

standards based on public company effective dates.

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

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.

The adoption of this guidance on January 1, 2025 and has included the required disclosures

in accordance with the new standard.

The adoption did not have a material impact on the Company’s Consolidated Financial Statements.

to the Consolidated Financial Statements

In November 2024, the FASB issued ASU 2024-03, Income

Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”).

The standard is intended to enhance transparency of income statement disclosures, primarily through additional disaggregation of relevant

expense captions.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within fiscal

years beginning after December 15, 2027.

Entities can adopt the change prospectively or retrospectively to any or all prior periods presented

in the financial statements.

The Company is currently evaluating the impact of the standard on its consolidated financial statements.

In September 2025, the FASB issued ASU No.

Derivatives and Hedging and Revenue from Contracts with Customers - Derivatives Scope Refinements and Scope Clarification for Share-Based

Noncash Consideration from a Customer in a Revenue Contract (“ASC 2025-07”) which applies to all entities that enter into

non-exchange-traded contracts with underlyings based on operations or activities specific to one of the parties to the contract.

guidance excludes from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities

specific to one of the parties to the contract.

ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026,

and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The Company is currently evaluating

the impact of the standard on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim

Reporting (Topic 270):

Improvements to Interim Disclosure Requirements.

The amendments are intended to enhance interim disclosures through

a more principles-based framework.

The standard is effective for fiscal years beginning after December 15, 2026, including interim periods

within those fiscal years.

The Company has not adopted this guidance as of December 31, 2025 and is currently evaluating the impact of

this guidance on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification

Improvements, which includes various targeted amendments to the Accounting Standards Codification.

The effective dates vary by amendment.

The Company has not adopted this guidance as of December 31, 2025 and does not expect it to have a material impact on its consolidated

financial statements and related disclosures.

The Company has considered all other recently issued

accounting pronouncements and does not expect them to have a material impact on its 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.

Assets Held For Sale

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.

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.

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:

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.

The assets related to Pokemoto

& Muscle Maker Grill were sold during the fourth quarter of 2025.

to the Consolidated Financial Statements

However, in the fourth quarter of 2024, the Company

closed its last two corporate owned stores, and had a sale pending for the franchise business.

Given the sale or pending sale of all of

the restaurant operations as of December 31, 2024, the Company has 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.

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.

In December 2025 the Company sold its remaining franchises to Marv Brands for $ 2.9 million purchase

price and a loss on sale of $ 0.2 million.

Following the transactions, the Company was left with a single remaining operating activity

related to its agri-food operations.

The following presents the major classes of assets and liabilities for

the Sadot Food Services reporting unit held for sale as of December 31, 2025 and 2024:

Schedule of Sadot Food Services reporting unit held for sale

December 31, 2025

December 31, 2024

Accounts receivable, net of allowance for doubtful accounts of $0.2 million

1 unchanged sentence

Property and equipment, net

Goodwill 1,798

Other non-current assets

9 unchanged sentences

Liabilities held for sale

to the Consolidated Financial Statements

Sadot Food Services had the following pre-tax losses:

1 unchanged sentence

Sadot Food Services Net Loss Before Income Tax

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.

Sadot Group Inc.

Notes to the Consolidated Financial Statements

Discontinued Operations

After launching Sadot Agri-Foods, the Company made the decision to explore the option of selling a portion of our restaurant operations.

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.

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:

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.

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, the Company has 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 assets related to Pokemoto and Muscle Maker Grill were sold during the fourth quarter

The amounts of loss from Discontinued operations were as follows:

Schedule of Discontinued Operations

For the Years Ended December 31 ,

Revenues 4,321 9,180

Cost of goods sold

Gross profit 1,208 297

Impairment of intangible asset

5 unchanged sentences

Sales, general and administrative expenses

Loss on disposal of assets

Loss from discontinued operations

Other income 19 1

Interest expense, net

2 unchanged sentences

Loss from discontinued operations

Sadot Group Inc.

Notes to the Consolidated Financial Statements

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:

December 31, 2024 December 31, 2023

to the Consolidated Financial Statements

for Credit Losses on Accounts Receivable

For the periods ended December 31, 2025 and 2024,

a summary of the activity in the allowance for credit losses on accounts receivable appears below:

Schedule of Allowance for Credit Losses on Accounts Receivable

December 31, 2025

December 31, 2024

Balance at beginning of period

3 unchanged sentences

Balance at end of period

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:

December 31, 2024 December 31, 2023

Current Assets

At December 31, 2025 and 2024, the Company’s

other current assets consists of the following:

Schedule of Other Current Assets

December 31, 2025

December 31, 2024

Prepaid expenses

Other receivables

Derivative assets - current 93,520 47,180

Derivative contracts

Unrealized gain on derivative contracts

1 unchanged sentence

Deposit on farmland

Prepaid forward on carbon offsets — 6,424

Other current assets

Deposit on farmland consists of funds paid as a deposit with the intent to acquire farmland in Indonesia by Sadot Agri-Foods.

Sadot Group Inc.

Notes to the Consolidated Financial Statements

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:

December 31, 2024 December 31, 2023

Security deposit 23 76

Notes receivable, non-current — 26

Derivative assets, non-current — 46,340

Right to use asset 132 1,284

There were no derivative contracts pending as of December

Deposit on farmland consists of amounts advanced in 2024 in connection with a potential

farmland project in Indonesia facilitated through Aggia.

The total amount of approximately $5.8 million consisted of approximately $5.2

million through the assignment of accounts receivable and approximately $0.6 million in cash payments.

The arrangement did not include

a definitive purchase agreement or enforceable contractual terms governing refundability or completion of the project, and realization

of value was dependent on execution of the project by third parties.

During the fourth quarter of 2025, the Company elected to terminate

the arrangement and discontinue the project.

As a result, the Company determined that the deposit would not provide future economic benefit

and recorded a full impairment during the fourth quarter of 2025.

Non-Current Assets

At December 31, 2025 and 2024, the Company’s

other non-current assets consists of the following:

Schedule of Other Assets, Noncurrent

December 31, 2025

December 31, 2024

Security deposits

Right to use assets

Other non-current assets

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:

December 31, 2024 December 31, 2023

to the Consolidated Financial Statements

and Equipment, Net

As of December 31, 2025, and 2024, Property and

equipment consist of the following:

Schedule of Property and Equipment

December 31, 2025

December 31, 2024

Furniture and equipment

Vehicles 215 270

Leasehold improvements

4 unchanged sentences

Property and equipment, net

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).

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.

Sadot Group Inc.

Notes to the Consolidated Financial Statements

Depreciation expense amounted to $ 0.1 million

and $ 0.3 million

for the years ended December 31, 2025 and 2024, respectively.

During the years ended December 31, 2025 and 2024, the

Company wrote off Property and equipment with an original cost value of nil 0 and $ 0.5 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 $0.0 million, respectively, for the years ended December 31, 2025 and

2024, respectively, in the Consolidated Statement of Operations and Other Comprehensive (Loss) / Income.

During the year ended December 31, 2025, the Company

recognized an impairment charge of $ 11.8 million related to its Zambia Farm assets.

This impairment was triggered by an adverse ruling

by the High Court of Zambia, which invalidated underlying agreement and resulted in the Company losing possession, control and ownership

of related farmland assets.

As a result of the ruling, the assets were determined to have no remaining recoverable value to the Company,

and the carrying value was written down to zero.

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 4 – Assets

held for sale for additional information.

A summary of the intangible assets is presented below:

2022 Impairment of

intangible assets Amortization

expense Intangible

2023 Impairment of

intangible assets Amortization

expense Transfer to assets held for sale Intangible

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

to the Consolidated Financial Statements

Schedule of Intangible Assets

Impairment of intangible assets

Amortizat expense

Transfer to assets held for sale

Impairment of intangible assets

Amortization expense

Trademark Muscle Maker Grill

6 unchanged sentences

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

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.

Amortization expense related to intangible assets

was $ 0.0 million and $ 0.1 million for the years ended December 31, 2025 and 2024, respectively.

to the Consolidated Financial Statements

A summary of the goodwill assets is presented below:

Muscle Maker Grill Pokémoto

SuperFit Food Total

$’000 $’000 $’000 $’000

Schedule of Goodwill

Muscle Maker Grill

SuperFit Food

Goodwill, net at December 31, 2023

Impairment of goodwill ( 570 ) — ( 258 ) ( 828 )

Transfer to assets held for sale

Goodwill, net at December 31, 2024

1 unchanged sentence

Goodwill, net at December 31, 2025

Sadot Group Inc.

Notes to the Consolidated Financial Statements

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:

December 31, 2024 December 31, 2023

Payables and Accrued Expenses

Accounts payables and accrued expenses consist of

the following:

Schedule of Accounts Payable and Accrued Liabilities

December 31, 2025

December 31, 2024

Accounts payable

4 unchanged sentences

Accounts payable commodities

Accrued purchases — 17

Sales taxes payable

28,019 50,167

Notes Payable

Accrued litigation expenses

During the year ended December 31, 2025, the Company

recorded an accrual for payroll-related expenses associated with its Zambia operations based on management’s estimate of obligations

In the same period, management reassessed these obligations in connection with the legal dispute described above, including

the related ruling and pending appeal, and determined that certain accrued payroll amounts were no longer probable of payment.

the Company reversed the previously recorded payroll accrual within the year ended December 31, 2025, with the impact recognized in the

Consolidated Statement of Operations and Other Comprehensive (Loss) Income.

No such accrual remained outstanding as of December 31, 2025.

Additionally, the Company recorded approximately $ 13.5

million of accrued litigation expenses as of December 31, 2025, related to ongoing legal proceedings described in Note 18.

These amounts

are included within accrued liabilities in the accompanying consolidated balance sheets.

The Company’s notes payable consist of (i) convertible

notes, (ii) non-convertible notes payable, and (iii) obligations under a factoring agreement accounted for as a secured borrowing.

certain notes contain features that permit settlement in shares of the Company’s common stock.

to the Consolidated Financial Statements

Summary of Notes Payable

As of December 31, 2025

Schedule of Notes Payable

Current Portion

Long-Term Portion

Convertible notes

Non-convertible notes

Factoring arrangement

Total Notes Payable, net

As of December 31, 2024

Current Portion

Long-Term Portion

Convertible notes

Non-convertible notes

Total Notes Payable, net

As of December 31, 2025 and 2024, all notes payable

are classified as current, as the Company does not have an unconditional right to defer settlement of these obligations for a period greater

than twelve months from the balance sheet date.

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.

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.

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 Notes were paid in full in 2024.

The Company decided to cancel the SEPA agreement and not make any use

of it resulting in a termination of the SEPA.

to the Consolidated Financial Statements

Convertible Notes

During 2024 and early 2025, the Company issued several

secured and senior original-issue-discount convertible notes to multiple institutional investors.

These instruments were structured with

principal amounts in excess of cash proceeds received due to the embedded original issue discount and, in certain cases, were secured

by assets of a subsidiary.

The notes provided holders with the option to convert outstanding principal (and, when applicable, accrued

interest) into shares of common stock at contractually defined conversion prices, subject to customary adjustment mechanisms.

The agreements

also included typical covenants, events of default, and other investor protection features frequently found in structured convertible

financing arrangements.

As of December 31, 2025, the aggregate outstanding balance of convertible notes was approximately $ 2.8 million.

Note Amendments

As of June 25, 2025, an amendment was executed with

the holder of the secured promissory note originally issued on October 22, 2024, which had an original principal balance of $ 1.4 million.

Under the June amendment, the outstanding principal was increased to $ 2.1 million, and several key terms were revised.

included (i) extending the maturity date to December 31, 2025, (ii) updating the conversion provisions to permit conversion at any time

after the original issue date, subject to ownership limitations, (iii) modifying the conversion price to equal the price per share paid

in the subsequent financing, and (iv) adding mandatory repayment provisions, including the application of proceeds from capital raises

and scheduled monthly principal payments.

The amended instrument was evaluated under ASC 470-50,

Debt Modifications and Extinguishments, and the changes were determined to be substantially different from the original terms.

the amendment was accounted for as a debt extinguishment, and the original note was derecognized and replaced with a new instrument measured

at its fair value as of the amendment date.

Unamortized original-issue discount and issuance costs associated with the extinguished note

were removed, and the newly issued instrument will be amortized over its revised term ending December 31, 2025.

As of September 24, 2025, the Company entered into

several waiver and amendment agreements with certain convertible note holders (the “Waivers”).

The Waivers permitted the Company

to complete a short-term financing transaction to address liquidity needs and amended the conversion and repayment terms of previously

issued secured convertible notes.

Key changes included (i) an extension in maturity date of the related note to December 31, 2025, (ii)

an increase in the percentage of future capital-raise proceeds required to be applied to debt repayment, and (iii) termination or modification

of existing lock-up provisions.

(iv) and added prepayment provisions tied to proceeds from that offering and future capital raises.

The Company evaluated the amended instruments under

ASC 470-50, Debt Modifications and Extinguishments, and concluded that the changes did not result in substantially different terms.

each amendment was accounted for as a modification of existing debt rather than an extinguishment.

No gain or loss was recognized in connection

with the amendments, and the effective interest rates were recalculated prospectively based on the revised cash-flow terms.

amounts of the notes continue to include unamortized original-issue discount and issuance costs, which will be amortized through the new

maturity date of December 31, 2025.

As of December 31, 2025, all amended instruments

remained outstanding and continued to accrue interest and amortization in accordance with the updated terms.

to the Consolidated Financial Statements

Non-convertible Notes Payable

The Company’s non-convertible notes payable

consist of short-term borrowings that do not include conversion features and are repayable in cash under contractual terms.

As of December

31, 2025, non-convertible notes payable totaled approximately $ 4.1 million.

The outstanding notes have maturity dates ranging from October

2, 2025 through April 30, 2026.

As of December 31, 2024, non-convertible borrowings, including short-term secured debt, totaled $ 2.5 million.

Interest rates on notes payable ranged from 3.75% to 46.00% per annum during 2025 and 3.75% to 25.80% during 2024.

During the year ended

December 31, 2024, the Company transferred $ 0.6 million of notes payable to liabilities held for sale.

Factoring agreement

As of December 31, 2025, $ 3.3 million of

the Company’s total $ 10.2 million in notes payable relates to a factoring arrangement accounted for as a secured borrowing.

Under the arrangement, accounts receivables with a carrying value of $ 3.6 million were pledged as collateral.

The Company remains

exposed to credit risk on the pledged receivables.

This amount is included within notes payable in the consolidated balance sheets.

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 Company repaid a total amount of $ 12.1 million,

$ 10.4 million in cash and $ 1.7 million were converted stock during the year ended December 31, 2025, and $ 10.5 million during

the year ended December 31, 2024, respectively, of the notes payable.

The company entered into new loans in the amount of $ 11.7 million

and $ 11.1 million for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, the Company had an aggregate

amount of $ 10.2 million in notes payable, net.

The notes had interest rates ranging between 3.75 % - 46.00 % per annum, due on various dates

through December 2025.

As of December 31, 2025, the Company has outstanding

short-term secured debt in the form of notes payable totaling $ 10.2 million, which is included in the $ 10.2 million in notes

payable, net.

The effective interest rate on the short-term secured debt is 3.75 % - 46.00 %.

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:

Certain of the Company’s notes payable are secured

by assets of the Company and its subsidiaries, and the lenders have recourse to such assets in the event of default.

The maturities of notes payable as of December 31,

2025, are as follows:

Schedule of Maturities of Notes Payable

Principal Amount

1/1/25-12/31/25

1/1/26-12/31/26

1/1/27-12/31/27

1/1/28-12/31/28

Total maturities

1 unchanged sentence

Notes payable, net

Sadot Group Inc.

Notes to the Consolidated Financial Statements

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:

December 31, 2024 December 31, 2023

Total lease assets 132 —

to the Consolidated Financial Statements

The Company’s leases as of December 31, 2025

consisted of a corporate office.

Please see Note 18 – Commitments and contingencies for further details.

The Company determines

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, 2025, was $ 0.1 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, 2025, none

of the Company’s lease liabilities were moved to Liabilities held for sale.

See Note 4 – Assets held for sale and Note 5 –

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, 2025.

The Company’s assets and liabilities related

to the Company’s leases were as follows:

Schedule of Assets And Liabilities, Lessee

December 31, 2025

December 31, 2024

Right to use asset

Total lease assets

Total lease liabilities

2 unchanged sentences

Operating leases – non-current

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

The table below presents the future minimum lease

payments under the noncancellable operating leases as of December 31, 2025:

Schedule of Lessee, Operating Lease, Liability, Maturity

Operating Leases Held for Sale

Current Operating Leases

1/1/2026-12/31/2026

3 unchanged sentences

1/1/2030-12/31/2030

Thereafter — — —

Total lease payments

1 unchanged sentence

Present value of lease liabilities

Sadot Group Inc.

Notes to the Consolidated Financial Statements

The Company’s lease term and discount rates were as follows:

to the Consolidated Financial Statements

The Company’s lease term and discount rates

were as follows:

Schedule of Lease Term and Discount Rates

As of December 31, 2025

3 unchanged sentences

Operating leases

Deferred Revenue

During the year ended December 31, 2024, the Company transferred $ 1.2 million of deferred revenue to Liabilities held for sale.

During the years ended December 31, 2025 and

2024, no deferred revenue was transferred to Liabilities held for sale.

See Note 4 – Assets held for sale for additional information.

The Company's deferred revenue consists of the following:

December 31, 2024 December 31, 2023

The Company’s deferred revenue consists of the

Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable

December 31, 2025

December 31, 2024

Deferred revenues, net

1 unchanged sentence

Deferred revenues, non-current

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.

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.

Deferred revenue related to commodity forward

sales contracts and prepayments received on incomplete trades were 0 nil and $ 2.3

million, as of December 31, 2025 and 2024, respectively.

Deferred revenue related to deferred franchise fees were nil as of

December 31, 2025 and 2024, respectively.

Current Liabilities

Other current liabilities consist of the following:

December 31, 2024 December 31, 2023

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 —

December 31, 2025

December 31, 2024

Derivative contracts

Operating lease liability, current

Derivative liability, current

92,094 46,046

92,177 46,655

Sadot Group Inc.

Notes to the Consolidated Financial Statements

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.

Non-Current Liabilities

Other non-current liabilities consist of the following:

December 31, 2024 December 31, 2023

Derivative liability, non-current

Schedule of Other Noncurrent Liabilities

December 31, 2025

December 31, 2024

Operating lease liability, non-current

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:

December 31, 2024 December 31, 2023

to the Consolidated Financial Statements

The tax effects of temporary differences that give

rise to deferred tax assets and liabilities as of December 31, 2025 and 2024 are presented below:

Schedule of deferred tax assets and liabilities

December 31, 2025

December 31, 2024

Deferred tax assets:

7 unchanged sentences

Other carryforwards

Deferred revenues — 310

Leases 58 301

Gross deferred tax asset

1 unchanged sentence

Property and equipment

Leases ( 28 ) ( 274 )

Unrealized gains

4 unchanged sentences

Net deferred tax asset, net of valuation allowance

Sadot Group Inc.

Notes to the Consolidated Financial Statements

The income tax (benefit) / expense for the periods shown consist of the following:

The income tax (benefit) / expense for the periods

shown consist of the following:

Schedule of income tax (benefit)

For the Year Ended December 31,

State and local:

Current — ( 15 )

Current and deferred income tax expense

Change in valuation allowance

Income tax (benefit) /expense

A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the periods shown, are as follows:

December 31, 2024 December 31, 2023

to the Consolidated Financial Statements

A reconciliation of the statutory federal income tax

rate to the Company’s effective tax rate for the periods shown, are as follows:

Schedule of Effective Income Tax Rate Reconciliation

December 31, 2025

December 31, 2024

Federal income tax benefit at statutory rate

2 unchanged sentences

Return to provision adjustments

Foreign Tax ( 1.1 ) % — %

Fair value gain/loss on share issuance

Deferred adjustments due to discontinued operations

Other — % ( 2.5 ) %

Change in valuation allowance

Effective income tax rate

The Company has filing obligations in what it considers its U.S.

The Company has filing obligations in what it considers

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 earliest year

that the Company is subject to examination is the year ended December 31, 2015.

The Company has approximately $ 20.0 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, 2025 and 2024, 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 $ 28.9 million

and $ 12.0 million,

respectively.

The valuation allowance decreased by approximately $16.9 million.

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.

Commitments and Contingencies

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 shareholders” 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.

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.

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

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.

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,

to the Consolidated Financial Statements

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

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 (Loss) / Income.

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.

The Gain on fair value remeasurement recorded

during the years ended December 31, 2025 and 2024 were $ 0 nil and $ 8.6 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.

The Gain on fair value remeasurement

recorded during the years ended December 31, 2025 and 2024 were $ 0 nil

and $ 9.1 million,

respectively.

Refer to Note 3 – 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.

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”).

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.

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.

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.

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.

to the Consolidated Financial Statements

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.

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.

Sadot Group Inc.

Notes to the Consolidated Financial Statements

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.

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 .

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 $ 0.0001 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,

2025 and 2024, the Company reimbursed Aggia for all operating costs related to Sadot Agri-Foods operating expenses including labor, operating

expenses and general administrative expenses of $ 0.0 million, $ 0.0 million and $ 1.9 million, respectively and all operating

costs related to Sadot Agri-Foods including labor, operating expenses and general administrative expenses of $ 1.8 million and $ 0.3 million

and $ 1.7 million respectively.

On November 24, 2025, the Services Agreement with

Aggia LLC FC (“Aggia”) was terminated and the parties’ ongoing consulting and performance-based compensation arrangement

As a result of the termination, no further services will be provided by Aggia and no additional performance-based share issuances

or related contingent compensation will be earned under the agreement.

Any previously issued shares and any residual rights or obligations,

if applicable, will continue to be governed by the terms of the agreement as amended prior to termination.

On November 20, 2025, the Company

entered into a Settlement Agreement with Aggia.

Pursuant to the Settlement Agreement, the Company and Aggia agreed to terminate the Services

Agreement dated as of November 14, 2022, as amended, and to fully settle, compromise, and discharge all claims, debts, obligations, and

liabilities arising out of or related to the Agreement Documents.

During the years ended December 31, 2025 and

2024, the Company entered into various Pokémoto franchise agreements for a total of 0 and 27, respectively, potentially new Pokémoto

locations with various franchisees.

The Franchisees paid the Company an aggregate of $ 0.0 million and $ 0.4 million and this

has been recorded in liabilities held for sale as of December 31, 2025 and 2024, respectively.

See Note 4 – Assets held for

sale for additional information.

The Company had accrued a state tax liability for

approximately $ 2.0 thousand and $ 2.0 thousand as of December 31, 2025, and December 31, 2024, respectively.

December 31, 2025 and December 31, 2024, the Company has accrued for the liability in accounts payable and accrued expenses.

to the Consolidated Financial Statements

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.

Lombard Trading International Corp.

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

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

In August 2023, the Company closed on the acquisition

of approximately 5,000 acres of farmland in the Mkushi Region of Zambia through Sadot Zambia.

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 million.

The appeal process is expected to

take in excess of one year.

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

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 estimable.

Zen-Noh 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.

The Company 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.

Kevin 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

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

4, Arbitrator John Allen Chalk, Sr.) pursuant to AAA Rule

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.

to the Consolidated Financial Statements

Nuval Trade S.A.

Sadot Latam LLC (GAFTA

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.

The Andersons, Inc.

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.

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

On March 9, 2026, The Andersons amended its

complaint to add the Company as a defendant.

The Company intends to defend these claims.

Based on 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.

Star Fund commenced proceedings alleging

that Sadot Group Inc.

guaranteed Sadot Latam LLC's obligations under a factoring agreement and claiming approximately $2.9 million.

claim against Sadot Group Inc.

was based solely on a 2023 board resolution authorizing management to guarantee subsidiary debt with specified

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.

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.

Based 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.

Rocket 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.

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

The matter is at a preliminary stage.

The Company 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.

Broadgrain Commodities Inc.

LLC (GAFTA arbitration).

Commodity arbitration commenced in connection with grain sales contracts.

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.

Seacape Shipping & Trading LLC v.

Sadot Latam LLC.

The plaintiff commenced maritime proceedings in connection with an alleged demurrage and freight claim.

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.

to the Consolidated Financial Statements

Centurion MPP Pte.

The claimant commenced proceedings in Singapore arising out of an alleged breach of a commodity sale and purchase contract.

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

The matter is at a preliminary stage.

The Company 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.

OSR Rotterdam BV filed a maritime attachment claim

against Sadot Latam LLC on April 14, 2025 arising from an alleged breach of a charter party.

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.

Canfornav Inc.

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 Texas.

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.

On November 21, 2025, Upcommodity LLC

filed a complaint against Sadot Latam LLC in the 11th Judicial Circuit of Miami-Dade County, Florida (Case No.

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 LLC.

The Company is evaluating post-judgment

On 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.

On February 18, 2026, Lisiten Associates

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.

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

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.

to the Consolidated Financial Statements

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.

On February 10, 2025, the Company and Sadot Brasil

(“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.

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”).

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.

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”).

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.

Jorge is terminated by the Company for any reason other than cause 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.

Jorge’s compensation, which, except for the Bonus, is denominated in Brazilian Real, has been converted to U.S.

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.

1 unchanged sentence

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.

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.

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.

Jorge resigned for personal

reasons as Chief Executive Office on May 2, 2025, effective June 1, 2025.

On February 9, 2025 the Company entered into an Executive

Employment Agreement with Michael Roper (the “Roper Agreement”), which replaced his prior employment agreement.

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.

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.

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.

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

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.

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.

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 January 5, 2026, the Company and Mr.

Roper entered into a Separation Agreement, pursuant to which Mr.

employment with the Company will terminate by mutual agreement effective as of January 19, 2026.

See Note 23 – Subsequent Events

On February 9, 2025 the Company entered into an Executive

Employment Agreement with Jennifer Black (the “Black Agreement”), which replaced her prior employment agreement.

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.

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.

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.

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.

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.

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.

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.

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 July 28, 2025 the Company and Ms.

entered into a mutual Separation Agreement.

According to the terms of the agreement, severance and bonuses were accrued as of December

to the Consolidated Financial Statements

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.

2 unchanged sentences

Miller is entitled to a base salary at the annualized rate of $ 0.3 million.

Miller will be eligible for a discretionary performance bonus up to 75 % of his annual salary.

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.

will be eligible for a discretionary performance bonus up to 75 % of his annual salary.

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

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.

Miller is terminated by the Company for any reason other than cause or resigns for a good reason, Mr.

On November 16, 2022, the Company entered into an Executive Employment Agreement with Kevin Mohan (the “Mohan Agreement”), which replaced his prior employment agreement.

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 August 29, 2025, Mr.

Miller resigned as Chief Operating

Officer, effective September 25, 2025.

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.

2 unchanged sentences

Mohan is entitled to a base salary at the annualized rate of $ 0.2 million.

Mohan will be eligible for a discretionary performance bonus up to 75 % of his annual salary.

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.

Mohan is terminated by the Company for any reason other than cause or resigns for a good reason, Mr.

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.

will be eligible for a discretionary performance bonus up to 75 % of his annual salary.

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.

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.

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.

On April 11, 2025, Mr.

Mohan resigned

as Chief Investment Officer effective May 5, 2025.

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.

2 unchanged sentences

Infante is entitled to a base salary at the annualized rate of $ 0.2 million.

Infante will be eligible for a discretionary performance bonus up to 25 % of her annual salary.

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.

will be eligible for a discretionary performance bonus up to 25 % of her annual salary.

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

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.

Infante is terminated by the Company for any reason other than cause or resigns for a good reason, Ms.

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.

Infante was terminated on January 5, 2026, and the

Company will recognize an accrual for six months of severance and related obligations in the first quarter of 2026.

On May 28, 2025, the Company entered into an Employment

Agreement with Chagay Ravid, ("Mr.

During the term of the Employment Agreement, Mr.

Ravid will serve as Chief Executive

Officer of the Company and will be entitled to a base salary at the annualized rate of $ 200,000 .

Ravid will receive a one-time grant of $100,000 in restricted stock which

vests quarterly over one year in equal quarterly installments commencing October 1, 2025 which will be priced as of the start date.

Ravid is terminated by the Company for any reason other than cause Mr.

Ravid will be entitled to a severance package of 12 months

to the Consolidated Financial Statements

On December 3, 2025, the Company entered into a Consulting

Agreement (the “Consulting Agreement”) with CO-Finance Financial and Accounting Consulting Ltd.

(“CO-Finance”),

a company wholly owned by Mr.

Oren Attiya, pursuant to which CO-Finance agreed to provide the services of Mr.

Attiya as the Company’s

Chief Financial Officer, effective December 6, 2025.

Under the terms of the Consulting Agreement, CO-Finance will receive a monthly fee

of approximately $ 15,000 equal to 7% less than the full compensation paid to the Company’s Chief Financial Officer for the 2024

fiscal year, plus applicable value-added tax (VAT).

The Consulting Agreement provides that Mr.

Attiya will perform up to 90 hours of services

per calendar month (not less than 72 hours and not more than 108 hours without advance approval), including certifying the Company’s

annual and quarterly financial statements.

CO-Finance, on behalf of Mr.

Attiya, is entitled to up to 12 annual leave days and up to 18

sick leave days per year, subject to coordination and documentation requirements.

CO-Finance invoices the Company monthly, and payment

is due by the 9th day of the following month upon submission of a duly issued tax invoice and record of hours.

The Consulting Agreement

provides for standard confidentiality, non-competition, and invention-assignment undertakings, and specifies that no employment relationship

is created between the Company and Mr.

Attiya or CO-Finance.

The Consulting Agreement is for an indefinite term and may be terminated

by either party upon 90 days’ prior written notice, or by the Company immediately upon the occurrence of certain specified events.

Attiya continues to serve as the Company’s Chief Financial Officer.

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.

Sadot Group Inc.

Notes to the Consolidated Financial Statements

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

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.

Sadot Group Inc.

Notes to the Consolidated Financial Statements

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.

On September 9, 2025, the Company received notice

from The Nasdaq Stock Market LLC (“Nasdaq”) stating that it was not in compliance with Nasdaq Listing Rule 5550(a)(2) due

to its common stock trading below $1.00 for 30 consecutive business days ended September 8, 2025.

The Company was not eligible for the

standard 180-day compliance period due to a prior reverse stock split within the preceding one-year period.

The Company’s Board of Directors approved a

1-for-10 reverse stock split, and on September 9, 2025 the Company filed a Certificate of Change with the Nevada Secretary of State to

effect the reverse stock split, which became effective on September 15, 2025.

As a result, every ten shares of common stock were combined

into one share, with no change to par value.

The Company’s authorized share count was reduced from 20 million to 2 million shares.

The Company’s common stock began trading on

a split-adjusted basis on September 15, 2025 under the symbol “SDOT,” and a new CUSIP number was assigned.

On October 10, 2025, Nasdaq notified the Company that

it had regained compliance with the minimum bid price requirement.

On January 8, 2026, the Company received notice that

it was not in compliance with Nasdaq Listing Rule 5620(a) due to the failure to hold an annual meeting within twelve months of fiscal

The Company submitted a compliance plan on February 16, 2026, and on March 9, 2026 Nasdaq granted an extension until June 29,

2026 to regain compliance.

Subsequent to year-end, the Company held its annual

meeting of shareholders on April 13, 2026, thereby satisfying the requirements of Nasdaq Listing Rule 5620(a).

Value Measurement

The following tables presents information about the

Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2025 and 2024 and indicates

the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

to the Consolidated Financial Statements

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

December 31, 2025

Level 1 Level 2 Level 3 Total

$’000 $’000 $’000 $’000

Financial assets:

Derivative asset

Unrealized gain on derivative contracts — 18,602 — 18,602

— 112,122 — 112,122

Derivative contracts

Equity securities*

Total financial assets

Financial liabilities:

Derivative liability

Unrealized loss on derivative contracts — 60 — 60

— 92,154 — 92,154

Derivative contracts

Total financial liabilities

December 31, 2024

Level 1 Level 2 Level 3 Total

$’000 $’000 $’000 $’000

Financial assets:

Derivative asset

Unrealized gain on derivative contracts — 1,491 — 1,491

— 95,011 — 95,011

Derivative contracts

Total financial assets

Financial liabilities:

Derivative liability

— 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.

Derivative contracts

Total financial liabilities

There were no transfers between fair value levels

during the year ended December 31, 2025.

See Note 18 – Commitments and contingencies

and Note 20 – Financial instruments for details related to the unrealized gain on derivative contracts being fair valued using Level

Derivative Contracts

The Derivative contracts is primarily related to open

hedging positions.

The fair value of the Derivative contracts 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 3 – Significant accounting policies for additional information

on ASC 815 leveling.

Equity Securities

During the period, the Company acquired an ownership

interest in a third-party entity that develops and operates carbon credit projects.

This investment qualifies as an equity security under

ASC 321 because the Company does not control the entity and does not have the ability to exercise significant influence over its operating

and financial policies.

The Company’s Level 3 balance represents an equity investment measured at cost under the ASC 321 measurement

The investment was acquired in July 2025 through a non-cash settlement of accounts receivable and accounts payable with a

counterparty.

Because the investment lacks a readily determinable fair value and uses significant unobservable inputs to estimate value,

it is classified as Level 3 for disclosure purposes.

During the fourth quarter of 2025, the Company recognized a full impairment of its

investment in PT Proyek Konservasi Riau (formerly PT Green Bomas Indonesia), in the amount of $13.4 million.

The impairment was primarily

driven by a restructuring of the project, pursuant to which the underlying partnership agreements with local forest management entities

(LPHDs), representing the investee’s primary economic assets and source of expected future cash flows, were novated to a third-party

special purpose vehicle.

As a result, the investee no longer holds rights to develop or monetize carbon credits and has no remaining revenue-generating

activities or economic participation in the project.

Accordingly, management determined that the fair value of the investment declined

to zero as of December 2025, and recognized a full write-off in accordance with applicable accounting guidance.

to the Consolidated Financial Statements

The following tables presents information about the

Company’s Level 3 roll forward for the years ended December 31, 2025 and 2024:

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

Year Ended December 31,

Beginning Balance

Unrealized gain recognized in earnings

Transfers in / out of Level 3

Sales / disposals / impairments

Ending Balance

Valuation Techniques and Inputs

The equity investment was acquired through the exchange

of outstanding receivables and is carried at cost, less any impairment, in accordance with the measurement alternative for equity securities

without readily determinable fair values.

The Company did not estimate fair value as of December 31, 2025, because observable market

prices for the investment are not available and no valuation techniques using unobservable inputs were applied.

The investment is classified

within Level 3 of the fair value hierarchy solely due to the absence of observable market data, rather than the use of a fair value model.

Changes in market conditions or project-specific developments could affect future assessments of impairment.

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.

Sadot Group Inc.

Notes to the Consolidated Financial Statements

We use commodity futures contracts to manage our exposure to this commodity price risk.

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.

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 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.

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

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.

to the Consolidated Financial Statements

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.

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, 2025 and 2024 are as follows:

Schedule of Derivative Instruments

Derivatives designated as fair value hedges

Balance Sheet Location

December 31, 2025

December 31, 2024

Asset (liability) derivatives:

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):

Derivative contracts

Other current liabilities

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 (Loss)

For the Years Ended

Derivatives in hedging relationships Location of Gain / (Loss) Recognized December 31, 2024 December 31, 2023

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.

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

Derivatives in hedging relationships

Location of Gain / (Loss) Recognized

December 31, 2025

December 31, 2024

Unrealized loss on derivative contracts

Cost of goods sold

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.

decline in pricing for such products may adversely impact our profitability.

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, 2025 and 2024:

Schedule of fair value of derivatives

Balance Sheet Location

December 31, 2025

December 31, 2024

Asset (liability) derivatives:

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):

Unrealized gain on derivative contracts

Other current assets

Derivative asset

Other current assets

Derivative asset

Other non-current assets

Derivative liability

Other current liabilities

Derivative liability

Other non-current liabilities

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 (Loss) / Income:

For the Years Ended

Derivatives Location of Gain / (Loss) Recognized December 31, 2024 December 31, 2023

Unrealized gain on derivative contracts Gain / (loss) on fair value remeasurement 17,111 1,491

Total 17,111 1,491

Location of Gain / (Loss) Recognized

December 31, 2025

December 31, 2024

Unrealized gain on derivative contracts

Gain / (loss) on fair value remeasurement

Stock Option and Stock Issuance 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 15,000 shares of common stock for issuance.

As of December 31, 2025, 6,561 shares have been issued and 8,436 options to purchase shares have been awarded under the 2021 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 25,000 shares of common stock for issuance.

As of December 31, 2025, 24,238 shares have been issued and 690 option to purchase shares have been awarded under the 2023 Plan.

Sadot Group Inc.

Notes to the Consolidated Financial Statements

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.

to the Consolidated Financial Statements

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 75,000 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.

As of December 31, 2025, 74,996 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.

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.

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.

On January 4, 2024, the Company authorized the issuance

of 1,056 shares of common stock to the members of the board of directors as compensation earned during the fourth quarter of 2023.

On January 8, 2024, the Company authorized the issuance

of 2,769 shares of common stock in connection with the conversion of notes payable.

On January 11, 2024, the Company authorized the issuance

of 2,789 shares of common stock in connection with the conversion of notes payable.

On January 22, 2024, the Company authorized the issuance

of 3,058 shares of common stock in connection with the conversion of notes payable.

On January 29, 2024, the Company authorized the issuance

of 3,044 shares of common stock in connection with the conversion of notes payable.

On February 16, 2024, the Company authorized the issuance

of 30 shares of common stock to a consultant for services rendered.

On February 16, 2024, the Company authorized the issuance

of 3,057 shares of common stock in connection with the conversion of notes payable.

On March 15, 2024, the Company authorized the issuance

of 6,089 shares of common stock in connection with the conversion of notes payable.

On March 20, 2024, the Company authorized the issuance

of 7,608 shares of common stock in connection with the conversion of notes payable.

On March 28, 2024, the Company authorized the issuance

of 795 shares of common stock to a consultant for services rendered.

On March 31, 2024, the Company vested 5,009 shares

of common stock to Aggia as consulting fees earned during the fourth quarter of 2023.

to the Consolidated Financial Statements

On June 30, 2024, the Company vested 13,990 shares

of common stock to Aggia as consulting fees earned during the first quarter of 2024.

On August 14, 2024, the Company authorized the issuance

of 5,498 shares of common stock in connection with the conversion of notes payable.

On August 19, 2024, the Company authorized the issuance

of 10,425 shares of common stock in connection with the conversion of notes payable.

On August 26, 2024 the Company authorized the issuance

of 4,750 shares of common stock to a consultant for services rendered.

On September 27, 2024, the Company authorized the

issuance of 6,255 shares of common stock in connection with the conversion of notes payable.

On September 30, 2024, the Company vested 12,115 shares

of common stock to Aggia as consulting fees earned during the second 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

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.

The Notes will mature on December

4, 2025, unless earlier converted upon the satisfaction of certain conditions.

The conversion price of the Notes is $ 41.0 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 16,041 shares

of common stock to Aggia as consulting fees earned during the fourth quarter of 2024.

On March 25, 2025, the Company authorized the issuance

of 3,407 shares of common stock to consultants for services rendered.

On March 31, 2025, the Company vested 7,934 shares

of common stock to Aggia as consulting fees earned during the first quarter of 2025.

to the Consolidated Financial Statements

On April 25, 2025, the Company exchanged a note payable

of $ 25.0 thousand for 1,894 shares of common stock.

On April 30, 2025, the Company exchanged a note payable

of $ 0.1 million for 4,924 shares of common stock.

On May 6, 2025, the Company exchanged a note payable

of $ 0.1 million for 4,274 shares of common stock.

On May 12, 2025, the Company exchanged a note payable

of $ 0.1 million for 4,856 shares of common stock.

On May 14, 2025, the Company exchanged a note payable

of $ 0.1 million for 5,769 shares of common stock.

On May 19, 2025, the Company exchanged a note payable

of $ 0.2 million for 15,000 shares of common stock.

On May 28, 2025, the Company exchanged a note payable

of $ 0.1 million for 10,416 shares of common stock.

On June 2, 2025, the Company exchanged a note payable

of $ 0.1 million for 11,111 shares of common stock.

On June 10, 2025, the Company exchanged a note payable

of $ 0.2 million for 16,667 shares of common stock.

On June 12, 2025, the Company exchanged a note payable

of $ 0.3 million for 30,000 shares of common stock.

On June 15, 2025, the Company exchanged a note payable

of $ 0.2 million for 19,000 shares of common stock.

On June 30, 2025, the Company authorized the issuance

of 7,770 shares of common stock to consultants for services rendered.

On July 25, 2025, the Company authorized the issuance

of 250,000 shares of common stock to a placement agent for services rendered in connection with an offering.

On August 19, 2025, the Company authorized the issuance

of 5,000 shares of common stock to a consultant for services rendered.

On September 23, 2025, the Company authorized the

issuance of 44,370 shares of common stock in connection with the conversion of notes payable.

On September 24, 2025, the Company authorized the

issuance of 13,849 shares of common stock in connection with the conversion of notes payable.

On September 30, 2025, the Company authorized the

issuance of 37,063 warrants in connection with the conversion of notes payable.

On September 30, 2025, the Company authorized the

issuance of 9,940 shares of common stock to consultants for services rendered.

On October 15, 2025, the Company exchanged a note

payable of $ 0.5 million for 100,000 shares of common stock.

to the Consolidated Financial Statements

On October 15, 2025, Sadot Group, Inc.

(the “Company”)

entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain accredited investors (the “Purchasers”)

pursuant to which the Company agreed to sell an aggregate of 103,577 shares of the Company’s common stock, par value $ 0.0001 per

share (the “Common Stock”), at a purchase price of $5.20 per share, for aggregate gross proceeds to the Company of approximately

$ 538,600 , before deducting placement agent fees and other offering expenses payable by the Company (the “Offering”).

expects to use the net proceeds from the Offering for general corporate purposes and working capital.

The Offering was conducted pursuant

to the Company’s effective shelf registration statement on Form S-3 (File No.

333-281842), which was declared effective by the Securities

and Exchange Commission (the “SEC”) on September 19, 2024, and a prospectus supplement dated October 16, 2025.The Company

issued and sold the above securities in reliance on the exemption from the registration requirements of the Securities Act of 1933, as

amended (the “Securities Act”) by virtue of Section 4(a)(2) thereof and/or Rule 506 of Regulation D thereunder.

On November 20, 2025, the Company entered into a settlement

and mutual release agreement with Aggia to resolve all claims, debts, and obligations arising from a previously existing services arrangement

and related instruments.

As part of the settlement, the Company agreed to issue 1,050,000 shares of its common stock and pay $ 75,000 in

The Company issued 257,000 shares shortly after execution of the agreement.

The remaining 793,000 shares are subject to shareholder

approval under Nasdaq Listing Rule 5635(d) and were included within accrued expenses as of December 31, 2025.

Shareholder approval for

the issuance of the remaining shares was received on April 13, 2026.

Upon shareholder approval, the restriction on issuance of the remaining

shares was satisfied.

Upon issuance, the related settlement obligations, including previously issued promissory notes, will be fully satisfied

and cancelled.

The settlement also provides for a mutual release of claims between the parties and termination of prior contractual arrangements.

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.

The Company is authorized to issue 10,000,000 shares

of preferred stock, par value $ 0.0001 per share.

As of December 31, 2025, no preferred stock was issued and outstanding.

The preferred stock is “blank

check” preferred stock, the terms of which may be established by the Board of Directors from time to time.

On February 11, 2026, the Company designated 10,000

shares of its authorized preferred stock as Series A Preferred Stock and issued all 10,000 shares

of such Series to an investor for aggregate proceeds of approximately $ 145,000 .

The Series A Preferred Stock is non-convertible into common stock and initially had a stated value of approximately $14.52 per

Each share was entitled to voting rights on an as-converted basis, initially equal to approximately 14.5 votes per share,

subject to adjustment.

The Series A Preferred Stock ranks pari passu with the Company’s common stock with respect to dividends

and liquidation rights and is redeemable at the Company’s option at the stated value per share, plus any declared and unpaid

On March 2, 2026, the Company amended

the terms of the Series A Preferred Stock to reduce the stated value to approximately $5.16 per share and the voting rights to approximately

5.16 votes per share.

Restricted Share Awards

Per Addendum 2, on July 14, 2023, the Company issued Restricted Share Awards ("RSA's") to Aggia.

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.

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

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 $ 31.25 , which for accounting purposes shall equal 40 % of the net income of Sadot Agri-Foods, calculated

quarterly divided by $ 12.5 .

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 2025 and 2024 were 7,934 and 47,156 , respectively.

to the Consolidated Financial Statements

At December 31, 2025, there were 27,969 restricted

share awards outstanding awarded to employees, consultants and the board of directors.

A summary of the activity related to the restricted

share awards is presented below:

Schedule of Restricted Share Awards and Warrants Activity

Weighted-average grant date fair value

Unvested, December 31, 2023

Granted 1,087,806 12.50

Forfeited — —

Vested ( 177,929 ) 12.50

Unvested at December 31, 2024

Granted 335,622 1.88

Forfeited — —

Vested ( 605,170 ) 10.49

Unvested at December 31, 2025

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.

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, 2025, Change

in fair value of stock-based compensation was a gain of $ 0.8 million.

For the year ended December 31, 2024, Change in fair value

of stock-based compensation was a gain of $ 4.1 million.

Common Stock Issued in Settlement Agreement

On November 20, 2025, the Company agreed to issue

an aggregate of 1,050,000 shares of common stock pursuant to a settlement agreement with Aggia LLC FZ.

Of this amount, 257,000 shares

were issued in December 2025, and 793,000 shares remain contingently issuable pending shareholder approval under Nasdaq Rule 5635(d).

The fair value of the shares issued and committed to be issued, together with the $0.1 million cash payment, was recognized as a

settlement expense and as a reduction of all related outstanding obligations to Aggia .

See Note 18 – 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 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

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.

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.

Sadot Group Inc.

Notes to the Consolidated Financial Statements

Treasury zero-coupon bonds with a remaining term

consistent with the expected term of the instrument being valued.

On February 27, 2023, the Company issued options to

purchase an aggregate of 5,311 shares of our common stock.

The options had an exercise price of $ 150.50 per share and vest ratably over

20 quarters with the first vesting occurring on March 31, 2023.

to the Consolidated Financial Statements

On March 15, 2023, the Company issued options to purchase

690 shares of our common stock.

The options had an exercise price of $ 150.50 per share and vest ratably over 20 quarters with the first

vesting occurring on March 31, 2023.

On November 27, 2023, there were 1,000 shares forfeited

upon the expiration of the options.

On December 21, 2023, there were 850 shares forfeited

upon the departure of board members.

On January 21, 2024 there were 150 shares forfeited

upon the expiration of the options.

During the fiscal year ended December 31, 2025, there

were 5,245 shares forfeited upon resignation or termination of executives and board members.

A summary of option activity is presented below:

Schedule of Option Activity

Weighted-average

price Number of

options Weighted-average

life (in years) Aggregate intrinsic value

Number of options

Weighted-average

life (in years)

Aggregate intrinsic value

Outstanding, December 31, 2023

Granted 15.05 60,000 5.42 —

Exercised — — N/A —

Forfeited 33.94 ( 18,500 ) N/A —

Outstanding, December 31, 2024

Exercisable and vested, December 31, 2024

Granted — — N/A —

Exercised — — N/A —

Forfeited 15.05 ( 1,500 ) N/A —

Outstanding, December 31, 2025

Exercisable and vested, December 31, 2025

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.

Sadot Group Inc.

Notes to the Consolidated Financial Statements

to the Consolidated Financial Statements

A summary of warrants activity is presented below:

Schedule of Warrants Activity

Weighted-average

price Number of

Warrants Weighted-average

Weighted-average

remaining life

(in years) Aggregate intrinsic value

Aggregate intrinsic value

Outstanding, December 31, 2023

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, 2024

Exercisable, December 31, 2024

Granted — — N/A —

Exercised — — N/A —

Forfeited 31.47 ( 144,982 ) N/A —

Outstanding, December 31, 2025

Exercisable, December 31, 2025

Pre-Funded Warrants

On September 23, 2025, the Company completed a registered

direct offering of (i) 44,370 shares of common stock and (ii) 37,063 pre-funded warrants, at purchase prices of $ 6.14 per share and $ 6.1399

per pre-funded warrant (equal to the share price less the $ 0.0001 per-share exercise price), for gross proceeds of approximately $ 500,000

before placement agent fees and offering expenses.

Each Pre-Funded Warrant is exercisable for one share of common stock at an exercise

price of $ 0.0001 per share and is exercisable immediately, subject to any beneficial ownership limitations set forth in the warrant.

The Company classified the Pre-Funded Warrants in

shareholders’ equity.

As of December 31, 2025, 37,063 Pre-Funded Warrants were exercised.

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.

Stock-based compensation related to restricted stock

issued to employees, directors and consultants, warrants and warrants to consultants amounted to $ 2.1 million and $ 6.7 million, respectively

for the years ended December 31, 2025 and 2024, of which $ 1.0 million and $ 5.9 million were stock-based consulting expenses paid

to related party, $ 0.2 million and $ 0.4 million were given to consultants for services rendered, $ 0.2 million and $ 0.1 million were given

to the board of directors and $ 0.7 million and $ 0.3 million were executive compensation.

to the Consolidated Financial Statements

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.

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.

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.

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.

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.

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 9A. Controls and Procedures