Sadot Group Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15€ promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the year ended December 31, 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 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, 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. However, these changes have not yet fully remediated the material weakness identified above. 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. Item 9B. Other information 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. Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections None. 49 PART III Item 10. Directors, Executive Officers and Corporate Governance Board of Directors and Executive Officers Our directors hold office until their successors are elected and qualified, or until their deaths, resignations or removals. Our executive officers hold office at the pleasure of our board of directors, or until their deaths, resignations or removals. As of April 28, 2026, our current directors and executive officers and their ages are: Name Age Principal Positions Chagay Ravid 65 Chief Executive Officer, Director Oren Attiya 44 Chief Financial Officer Sean Schnapp (1) 38 Director Alexander David (2) 35 Director Liat Franco (3) 51 Director Yuriy Shirinyan (4) 42 Director (1) Mr. Schnapp is a member of the Audit Committee and serves as the Chairman of the Board. (2) Mr. David serves as Chairperson of the Compensation Committee and as a member of the Audit Committee. (3) Ms. Franco serves as Chairperson of the Nominating and Corporate Governance Committee and as a member of the Audit Committee and the Compensation Committee. (4) Mr. Shirinyan serves as a member of the Nominating and Corporate Governance Committee. Executive Officers Chagay Ravid. Mr. Ravid joined Sadot Group Inc. as Chief Executive Office on May 28, 2025. Mr. Ravid is also a member of our board of directors. Mr. Ravid has over three decades of experience in global finance, investment banking, and strategic advisory roles. From December 2022 to December 2024, Mr. Ravid served as the Chief Financial Officer of Seamless Group Inc. (NASDAQ: 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 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), 50 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. Mr. 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. (Nasdaq: 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. Mr. Schnapp 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. 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. Mr. 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. David is fit 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. Ms. 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). Based 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. 51 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. Embassy). Mr. Shirinyan 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 and more. 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. Corporate Governance Board of Directors and Board Committees Our stock (symbol: SDOT) is listed on the NASDAQ capital market. Under the rules of Nasdaq, “independent” directors must make up a majority of a listed company’s board of directors. In addition, applicable NASDAQ rules require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent within the meaning of the applicable NASDAQ rules. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. Our board of directors currently consists of five (5) members. 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 Liat Franco is the Chairman of the Board. The Chairman has authority, among other things, to preside over the Board meetings and set the agenda for the Board meetings. Accordingly, the Chairman has substantial ability to shape the work of our Board. We currently believe that separation of the roles of Chairman and Chief Executive Officer ensures appropriate oversight by the Board of our business and affairs. However, no single leadership model is right for all companies and at all times. The Board recognizes that depending on the circumstances, other leadership models, such as the appointment of a lead Independent director, might be appropriate. Accordingly, the Board may periodically review its leadership structure. In addition, following the qualification of the offering, the Board will hold executive sessions in which only independent directors are present. 52 Our Board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities. Our principal source of risk falls into two categories, financial and product commercialization. The audit committee oversees management of financial risks; our Board regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated with each. Our Compensation Committee is expected to oversee risk management as it relates to our compensation plans, policies and practices for all employees including executives and directors, particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a material adverse effect on the Company. Committees of the Board of Directors The Board of Directors has 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. Schnapp, Franco and David. Mr. Schnapp serves as the chairman of the Audit Committee and satisfies the definition of “audit committee financial expert”. Our Audit committee is authorized to: ● approve and retain the independent auditors to conduct the annual audit of our financial statements; ● review the proposed scope and results of the audit; ● review and pre-approve audit and non-audit fees and services; ● review accounting and financial controls with the independent auditors and our financial and accounting staff; ● review and approve transactions between us and our directors, officers and affiliates; ● recognize and prevent prohibited non-audit services; and ● establish procedures for complaints received by us regarding accounting matters; oversee internal audit functions, if any. Compensation Committee The Compensation Committee has two members, including Messrs. David and Franco. Mr. 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; 53 ● administer our stock incentive and purchase plans; and ● review the independence of any compensation advisers. Sustainability Committee The Company is in process of winding down the Sustainability Committee. 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 two members, including Messrs. Franco and Shirinyan. Ms. 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; ● nominees and board members for committee membership; ● developing and recommending to our board corporate governance guidelines; ● review and determine the compensation arrangements for directors; and ● overseeing the evaluation of our board of directors and its committees and management. Our goal is to assemble a Board that brings together a variety of skills derived from high quality business and professional experience. Compensation Committee Interlocks and Insider Participation None of the members of our Compensation Committee, at any time, has been one of our officers or employees. Except for Mr. 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. 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. 54 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). Item 11. Executive Compensation Summary Compensation Table The following Summary Compensation Table sets forth all compensation earned in all capacities during the fiscal years ended December 31, 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”): Year Salary Bonus (a) Stock Award Option Awards Non-Equity Incentive Plan Compensation Non-Qualified Deferred Compensation Earnings All Other Compensation Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 Chagay Ravid Chief Executive Officer of Sadot Group Inc. 2025 110 25 100 (b) — — — — 235 2024 — — — — — — — — Oren Attiya Chief Financial Officer of Sadot Group Inc. 2025 15 — — — — — — 15 2024 — — — — — — — Michael J. Roper Former Chief Executive Officer of Sadot Group Inc. 2025 265 — 150 (d) — (e) — — — 415 2024 350 165 210 — (h) — — — 725 Jennifer Black Former Chief Financial Officer of Sadot Group 2025 223 — 75 (f) — (g) — — — 298 2024 300 160 165 — (i) — — — 625 55 (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. Michael was 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. Jennifer 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. Kevin was 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 $ $’000 Outstanding, December 31, 2023 109.10 8,275 4.34 — Granted — — N/A — Exercised — — N/A — Forfeited 150.50 (150 ) N/A — Outstanding, December 31, 2024 108.40 8,125 3.17 — Granted — — N/A — Exercised 119.88 (2,335 ) N/A — Forfeited 97.63 (1,605 ) N/A — Outstanding, December 31, 2025 106.11 4,185 2.13 — Exercisable and vested, December 31, 2025 102.27 3,047 2.06 — 56 On January 21, 2024 there were 150 shares forfeited upon the expiration of the options. Employment Agreements Chagay Ravid On May 28, 2025, the Company entered into an Employment Agreement with Chagay Ravid, (“Mr. Ravid”). 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. Mr. 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. If Mr. 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. Catia Jorge On February 10, 2025, the Company and Sadot Brasil Ltda. (“Sadot Brasil”), the Company’s wholly owned subsidiary, entered into an Employment Agreement with Ms. Jorge, effective February 10, 2025. Ms. 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 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 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”). Ms. Jorge also received a one-time grant of $0.1 million in restricted stock grants. Further, the 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. If Ms. 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. Ms. Jorge’s compensation, except for the Bonus, was denominated in Brazilian Real and has been converted to U.S. 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 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 for Ms. Jorge’s compensation unless otherwise noted. Ms. Jorge resigned for personal reasons as Chief Executive Office on May 2, 2025, effective June 1, 2025. Oren Attiya 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 approval). Mr. Attiya will report to the Company’s Chief Executive Officer or such other person as designated by the Chief Executive Officer. The fee constitutes a gross payment, and Mr. Attiya is responsible for all tax obligations and other mandatory payments. The 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. Payment 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. The 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. Attiya 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. dollars. 57 Paul Sansom 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. Mr. 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. If Mr. 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. Mr. Sansom 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. Ms. Black served as the Company’s Chief Financial Officer until October 1, 2025, after which she no longer served in such capacity. Pursuant 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 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. Ms. 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. If Ms. 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. If Ms. 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; (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. 58 Michael Roper On February 9, 2025 the Company entered into an Executive Employment Agreement with Michael Roper (the “Roper Agreement”), which replaced his prior employment agreement. Pursuant to the Roper Agreement, Mr. Roper will transition to the role of Chief Governance and Compliance Officer, reporting directly to the Company’s Chief Executive Officer. During the term of the Roper Agreement, Mr. Roper is entitled to a base salary at the annualized rate of $0.4 million consisting of an annual cash salary of $0.3 million and an annual restricted stock grant of $0.1 million vesting quarterly over one year in equal quarterly installments commencing January 1, 2025 which shall be priced and issued on the third trading day immediately following the filing of the Form 10K Annual Report for such applicable year. Mr. Roper will be eligible for a discretionary performance bonus to be determined by the Board annually with the annual bonus for the year ended December 31, 2025 to be equal to 75% of the cash salary. If Mr. Roper is terminated for any reason, he will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such equity grant. If Mr. Roper is terminated by the Company for any reason other than cause or resigns for a good reason, Mr. Roper will be entitled to a severance payment equal 18 months of the annual compensation, all bonuses earned and all equity compensation shall be fully accelerated. 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 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 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. Roper’s 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. Kevin Mohan On November 16, 2022, the Company entered into an Executive Employment Agreement with Kevin Mohan (the “Mohan Agreement”), which replaced his prior employment agreement. Pursuant to the Mohan Agreement, Mr. Mohan continued to be employed as Chief Investment Officer of the Company on an at will basis. During the term of the Employment Agreement, Mr. Mohan was entitled to a base salary at the annualized rate of $0.2 million. If Mr. Mohan was 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. If Mr. 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. 59 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. Ms, Infante was employed on an at will basis. During the term of the Infante Agreement, Ms. Infante was entitled to a base salary at the annualized rate of $0.2 million. If Ms. 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. If Ms. 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. Ms. Infante’s Executive Employment Agreement, dated November 16, 2022, terminated in connection with the termination of her employment. Ms. 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 Base Salary Messrs. 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; ● The officer’s expertise, demonstrated leadership ability and prior performance; ● The officer’s salary history and total compensation, including annual cash bonuses and long-term incentive compensation; and ● The competitiveness of the market for the officer’s services. Bonus Messrs. Ravid earned discretionary performance-based bonuses during the year ended December 31, 2025. Messrs. Roper, Mohan and Mrs. Black earned discretionary performance-based bonuses during the year ended December 31, 2024, pursuant to their employment agreements. Restricted Stock Award 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 In fiscal year 2025, there were 5,245 shares forfeited upon resignation or termination of executives and board members. 60 Equity Incentive Plans 2021 Plan The Company’s board of directors and shareholders approved and adopted on October 7, 2021 the 2021 Equity Incentive Plan (“2021 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2021 Plan, the Company reserved 15,000 shares of common stock for issuance. 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. 2023 Plan The Company’s board of directors and shareholders approved and adopted on February 28, 2023 the 2023 Equity Incentive Plan (“2023 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2023 Plan, the Company reserved 25,000 shares of common stock for issuance. 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. 2024 Plan The Company’s board of directors and shareholders approved and adopted on October 27, 2023 the 2024 Equity Incentive Plan (“2024 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2024 Plan, the Company reserved 75,000 shares of common stock for issuance. As of December 31, 2025, 74,996 shares have been issued under the 2024 Plan. Administration The Company’s Board of Directors or a committee appointed by the Board (the “Committee”) will administer the Plan. The Committee will have the authority, without limitation (i) to designate Participants to receive Awards, (ii) determine the types of Awards to be granted to Participants, (iii) determine the number of shares of common stock to be covered by Awards, (iv) determine the terms and conditions of any Awards granted under the Plan, (v) determine to what extent and under what circumstances Awards may be settled in cash, shares of common stock, other securities, other Awards or other property, or canceled, forfeited or suspended, (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award shall be made; (vii) interpret, administer, reconcile any inconsistency in, settle any controversy regarding, correct any defect in and/or complete any omission in this Plan and any instrument or agreement relating to, or Award granted under, this Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of this Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; (x) reprice existing Awards with shareholder approval or to grant Awards in connection with or in consideration of the cancellation of an outstanding Award with a higher price; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Plan. The Committee will have full discretion to administer and interpret the Plan and to adopt such rules, regulations and procedures as it deems necessary or advisable and to determine, among other things, the time or times at which the awards may be exercised and whether and under what circumstances an award may be exercised. 61 Eligibility Employees, directors, officers, advisors and consultants of the Company or its affiliates are eligible to participate in the Plan and are referred to as “Participants”. The Committee has the sole and complete authority to determine who will be granted an Award under the Plan, however, it may delegate such authority to one or more officers of the Company under the circumstances set forth in the Plan. Number of Shares Authorized Up to approximately 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 grant. However, shares that are used to pay the exercise price of an Option or that are withheld to satisfy the Participant’s tax withholding obligation will not be available for re-grant under the Plan. If there is any change in the Company’s corporate pro or structure, the Committee in its sole discretion may make substitutions or adjustments to the number of shares of common stock reserved for issuance under the Plan, the number of shares covered by Awards then outstanding under the Plan, the limitations on Awards under the Plan, the exercise price of outstanding Options and such other equitable substitution or adjustments as it may determine appropriate. The Plan has a term of ten years and no further Awards may be granted under the Plan after that date. Awards Available for Grant The Committee may grant Awards of Non-Qualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Stock Bonus Awards, Performance Compensation Awards (including cash bonus awards) or any combination of the foregoing. Notwithstanding, the Committee may not grant to any one person in any one calendar year Awards (i) for more than 50% of the Available Shares in the aggregate or (ii) payable in cash in an amount exceeding $10,000,000 in the aggregate. Options The Committee will be authorized to grant Options to purchase Common Stock that are either “qualified,” meaning they are intended to satisfy the requirements of Code Section 422 for Incentive Stock Options, or “non-qualified,” meaning they are not intended to satisfy the requirements of Section 422 of the Code. Options granted under the Plan will be subject to the terms and conditions established by the Committee. Under the terms of the Plan, unless the Committee determines otherwise in the case of an Option substituted for another Option in connection with a corporate transaction, the exercise price of the Options will not be less than the fair market value (as determined under the Plan) of the shares of common stock on the date of grant. Options granted under the Plan will be subject to such terms, including the exercise price and the conditions and timing of exercise, as may be determined by the Committee and specified in the applicable award agreement. The maximum term of an Option granted under the Plan will be ten years from the date of grant (or five years in the case of an Incentive Stock Option granted to a 10% 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. 62 Stock Appreciation Rights The Committee will be authorized to award Stock Appreciation Rights (or “SARs”) under the Plan. SARs will be subject to such terms and conditions as established by the Committee. A SAR is a contractual right that allows a participant to receive, either in the form of cash, shares or any combination of cash and shares, the appreciation, if any, in the value of a share over a certain period of time. A SAR granted under the Plan may be granted in tandem with an option and SARs may also be awarded to a participant independent of the grant of an Option. SARs granted in connection with an Option shall be subject to terms similar to the Option which corresponds to such SARs. SARs shall be subject to terms established by the Committee and reflected in the award agreement. Restricted Stock The Committee will be authorized to award Restricted Stock under the Plan. Unless otherwise provided by the Committee and specified in an award agreement, restrictions on Restricted Stock will lapse after three years of service with the Company. The Committee will determine the terms of such Restricted Stock awards. Restricted Stock are shares of common stock that generally are non-transferable and subject to other restrictions determined by the Committee for a specified period. Unless the Committee determines otherwise or specifies otherwise in an award agreement, if the participant terminates employment or services during the restricted period, then any unvested restricted stock will be forfeited. Restricted Stock Unit Awards The Committee will be authorized to award Restricted Stock Unit awards. Unless otherwise provided by the Committee and specified in an award agreement, Restricted Stock Units will vest after three years of service with the Company. The Committee will determine the terms of such Restricted Stock Units. Unless the Committee determines otherwise or specifies otherwise in an award agreement, if the participant terminates employment or services during the period of time over which all or a portion of the units are to be earned, then any unvested units will be forfeited. At the election of the Committee, the participant will receive a number of shares of common stock equal to the number of units earned or an amount in cash equal to the fair market value of that number of shares at the expiration of the period over which the units are to be earned or at a later date selected by the Committee. Stock Bonus Awards The Committee will be authorized to grant Awards of unrestricted shares of common stock or other Awards denominated in shares of common stock, either alone or in tandem with other Awards, under such terms and conditions as the Committee may determine. Performance Compensation Awards The Committee will be authorized to grant any Award under the Plan in the form of a Performance Compensation Award exempt from the requirements of Section 162(m) of the Code by conditioning the vesting of the Award on the attainment of specific performance criteria of the Company and/or one or more Affiliates, divisions or operational units, or any combination thereof, as determined by the Committee. The Committee will select the performance criteria based on one or more of the following factors: (i) revenue; (ii) sales; (iii) profit (net profit, gross profit, operating profit, economic profit, profit margins or other corporate profit measures); (iv) earnings (EBIT, EBITDA, earnings per share, or other corporate profit measures); (v) net income (before or after taxes, operating income or other income measures); (vi) cash (cash flow, cash generation or other cash measures); (vii) stock price or performance; (viii) total shareholder return (stock price appreciation plus reinvested dividends divided by beginning share price); (ix) economic value added; (x) return measures (including, but not limited to, return on assets, capital, equity, investments or sales, and cash flow return on assets, capital, equity, or sales); (xi) market share; (xii) improvements in capital structure; (xiii) expenses (expense management, expense ratio, expense efficiency ratios or other expense measures); (xiv) business expansion or consolidation (acquisitions and divestitures); (xv) internal rate of return or increase in net present value; (xvi) working capital targets relating to inventory and/or accounts receivable; (xvii) inventory management; (xviii) service or product delivery or quality; (xix) customer satisfaction; (xx) employee retention; (xxi) safety standards; (xxii) productivity measures; (xxiii) cost reduction measures; and/or (xxiv) strategic plan development and implementation. 63 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 shareholders are the Participant and his or her family members or anyone else approved by it. Amendment The Plan will have a term of ten years. The Company’s board of directors may amend, suspend or terminate the Plan at any time; however, shareholder approval to amend the Plan may be necessary if the law or SEC so requires. No amendment, suspension or termination will materially and adversely affect the rights of any Participant or recipient of any Award without the consent of the Participant or recipient. Change in Control Except to the extent otherwise provided in an Award or required by applicable law, in the event of a Change in Control, upon the occurrence of a Change in Control, the Committee is authorized, but not obligated, to make any of the following adjustments (or any combination thereof) in the terms and conditions of outstanding Awards: (a) continuation or assumption of outstanding Awards by the surviving company; (b) substitution by the surviving company of equity, equity-based and/or cash awards with substantially the same terms for outstanding Awards; (c) accelerated exercisability, vesting and/or lapse of restrictions under outstanding Awards immediately prior to the occurrence of the Change in Control; (d) upon written notice, provide that any outstanding Awards must be exercised, to the extent then exercisable, during a reasonable period determined by the Committee and at the end of such period, any unexercised Awards will terminate; and I cancellation of all or any portion of outstanding Awards for fair value (in the form of cash, shares or other property) and which value may be zero. U.S. Federal Income Tax Consequences The following is a general summary of the material U.S. federal income tax consequences of the grant and exercise and vesting of Awards under the Plan and the disposition of shares acquired pursuant to the exercise of such Awards. This summary is intended to reflect the current provisions of the Code and the regulations thereunder. However, this summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local and payroll tax considerations. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant. Options There are a number of requirements that must be met for a particular Option to be treated as an Incentive Stock Option. One such requirement is that Common Stock acquired through the exercise of an Incentive Stock Option cannot be disposed of before the later of (i) two years from the date of grant of the Option, or (ii) one year from the date of its exercise. Holders of Incentive Stock Options will generally incur no federal income tax liability at the time of grant or upon exercise of those Options. However, the spread at exercise will be an “item of tax preference,” which may give rise to “alternative minimum tax” liability for the taxable year in which the exercise occurs. If the holder does not dispose of the shares before the later of two years following the date of grant and one year following the date of exercise, the difference between the exercise price and the amount realized upon disposition of the shares will constitute long-term capital gain or loss, as the case may be. Assuming both holding periods are satisfied, no deduction will be allowed to the Company for federal income tax purposes in connection with the grant or exercise of the Incentive Stock Option. If, within two years following the date of grant or within one year following the date of exercise, the holder of shares acquired through the exercise of an Incentive Stock Option disposes of those shares, the Participant will generally realize taxable compensation at the time of such disposition equal to the difference between the exercise price and the lesser of the Fair Market Value of the share on the date of exercise or the amount realized on the subsequent disposition of the shares, and that amount will generally be deductible by the Company for federal income tax purposes, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those Sections. Finally, if an otherwise Incentive Stock Option becomes first exercisable in any one year for shares having an aggregate value in excess of $100,000 (based on the date of grant value), the portion of the Incentive Stock Option in respect of those excess shares will be treated as a non-qualified stock option for federal income tax purposes. 64 No income will be realized by a Participant upon grant of a Non-Qualified Stock Option. Upon the exercise of a Non-Qualified Stock Option, the Participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the Fair Market Value of the underlying exercised shares over the Option exercise price paid at the time of exercise. Such income will be subject to income tax withholding, and the Participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. The Company will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections. Restricted Stock A Participant will not be subject to tax upon the grant of an Award of Restricted Stock unless the Participant otherwise elects to be taxed at the time of grant pursuant to Section 83(b) of the Code. On the date an Award of Restricted Stock becomes transferable or is no longer subject to a substantial risk of forfeiture, the Participant will recognize ordinary compensation income equal to the difference between the Fair Market Value of the shares on that date over the amount the Participant paid for such shares, if any. Such income will be subject to income tax withholdings, and the Participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. If the Participant made an election under Section 83(b) of the Code, the Participant will recognize ordinary compensation income at the time of grant equal to the difference between the Fair Market Value of the shares on the date of grant over the amount the Participant paid for such shares, if any, and any subsequent appreciation in the value of the shares will be treated as a capital gain upon sale of the shares. Special rules apply to the receipt and disposition of Restricted Shares received by officers and directors who are subject to Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Company will be able to deduct, at the same time as it is recognized by the Participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections. Restricted Stock Units A Participant will not be subject to tax upon the grant of a Restricted Stock Unit Award. Rather, upon the delivery of shares or cash pursuant to a Restricted Stock Unit Award, the Participant will recognize ordinary compensation income equal to the Fair Market Value of the number of shares (or the amount of cash) the Participant actually receives with respect to the Award. Such income will be subject to income tax withholdings, and the Participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. The Company will be able to deduct the amount of taxable compensation recognized by the Participant for U.S. federal income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections. SARs No income will be realized by a Participant upon grant of an SAR. Upon the exercise of an SAR, the Participant will recognize ordinary compensation income in an amount equal to the Fair Market Value of the payment received in respect of the SAR. Such income will be subject to income tax withholdings, and the Participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. The Company will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections. Stock Bonus Awards A Participant will recognize ordinary compensation income equal to the difference between the Fair Market Value of the shares on the date the shares of common stock subject to the Award are transferred to the Participant over the amount the Participant paid for such shares, if any, and any subsequent appreciation in the value of the shares will be treated as a capital gain upon sale of the shares. The Company will be able to deduct, at the same time as it is recognized by the Participant, the amount of taxable compensation to the Participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections. 65 Section 162(m) In general, Section 162(m) of the Code denies a publicly held corporation a deduction for U.S. federal income tax purposes for compensation in excess of $1,000,000 per year paid to any “covered employee.” Covered employees include any individual who served as chief executive officer or chief financial officer during the taxable year, in addition to the three most highly compensated individuals aside from the chief executive officer and chief financial officer. Additionally, covered employees include any previously covered employee for any taxable year beginning after December 31, 2016. The Plan is intended to satisfy an exception with respect to grants of Options to covered employees. In addition, the Plan was designed to permit certain Awards of Restricted Stock, Restricted Stock Units, cash bonus awards and other Awards to be awarded as performance compensation awards intended to qualify under the “performance-based compensation” exception to Section 162(m) of the Code. On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was signed into law. The TCJA repealed the performance-based compensation exception to the Section 162(m) $1 million limitation on compensation to covered employees of publicly held corporations. This change was effective for tax years beginning after December 31, 2017. As a result of this change, any expense recognized upon exercise of stock options will be subject to the $1 million limitation under Section 162(m), even if based on performance. New Plan Benefits Future grants under the Plan will be made at the discretion of the Committee and, accordingly, are not yet determinable. In addition, the value of the Awards granted under the Plan will depend on a number of factors, including the Fair Market Value of the shares of common stock on future dates, the exercise decisions made by the Participants and/or the extent to which any applicable performance goals necessary for vesting or payment are achieved. Consequently, it is not possible to determine the benefits that might be received by Participants receiving discretionary grants under, or having their annual bonus paid pursuant to, the Plan. Interests of Directors or Officers The Company’s directors may grant Awards under the Plan to themselves as well as to the Company’s officers and other employees, consultants and advisors. Equity Compensation Plan Information The following table provides information, as of December 31, 2025, with respect to equity securities authorized for issuance under compensation plans: Plan Category No. of securities to be issued upon exercise of outstanding options under the plan Weighted-average exercise price of outstanding options under the plan No. of securities remaining available for future issuance $ 2024 Equity compensation plans approved by security holders — — — 2023 Equity compensation plans approved by security holders 690 150.5 — 2021 Equity compensation plans approved by security holders 3,191 95.75 — Total 3,881 — — 66 Director Compensation On November 11, 2022, the board of directors approved a new board compensation plan that would increase the cash compensation to $22.0 thousand to be paid quarterly within 30 days of the close of each quarter, which was retroactively applied for the full fourth quarter of 2022. In addition, on an ongoing basis pursuant to the approved board compensation plan each director will receive $8.0 thousand in value of common stock per year for service as director, $6.0 thousand in value of shares of common stock per year for service on each committee and $4.0 thousand in value of shares of common stock per year for service as chair for such committee. The number of shares to be issued would be based upon the closing price of the last trading date of each calendar quarter. The shares of common stock for committee service will be limited to two committees. On March 26, 2024, the Board of Directors approved an updated compensation structure for members of the Board. The updated compensation structure provides that each member will receive $22.0 thousand in annual cash compensation as well as 10,000 shares of common stock. Further, each committee member will receive an additional $6.0 thousand per year. The chairperson of the below committees will receive additional annual compensation: ● Chairperson of the Audit Committee will receive an additional $4.0 thousand in cash and 1,000 shares of common. ● Chairperson of the Compensation Committee will receive an additional $4.0 thousand in cash and 600 shares of common stock. ● Chairperson of the Governance and ESG Committees will receive an additional $4.0 thousand in cash and 400 shares of common stock. 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: Name Fees earned or paid in cash Stock awards (a) Option awards Non-equity incentive plan compensation Non-qualified deferred compensation earnings All other compensation Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 Stephen A. Spanos 27 4 (a) — — — — 65 Jeff Carl 3 3 (a) — — — — 68 Benjamin Petel 19 4 (a) — — — — 64 Na Yeon (“Hannah”) Oh 22 4 (a) — — — — 59 Ray Shankar 28 4 (a) — — — — 71 Marvin Yeo 9 15 (a) — — — — 59 Paul Sansom 16 4 (a) — — — — 59 Mark McKinney 12 6 (a) — — — — 64 David Errington 28 4 (a) — — — — 59 Dr. Ahmed Khan 26 4 (a) — — — — 59 Claudio Torres 22 3 Sean Schnapp 6 — — — — — 59 Alexander David 7 — Liat Franco 10 — — — — — 59 Yuriy Shirinyan 5 — 67 (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 31, 2025. Executive Compensation Philosophy Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executives or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company. Incentive Bonus The Board of Directors may grant incentive bonuses to our executive officers and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives. Long-Term, Stock-Based Compensation In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executives and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors. Item 12. 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 stock; ● each of our named executive officers; ● each of our directors; and ● all of our executive officers and directors as a group. We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options or warrants or upon conversion of a security that are either exercisable or convertible on or before a date that is 60 days after 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. 68 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, 2026. Name of beneficial owner Number of shares beneficially owned (1) Percentage of shares outstanding prior to offering (1) 5% Shareholders: N/A — — Directors and Named Executive Officers: Chagay Ravid (2) 8,825 * Oren Attiya — — Sean Schnapp — — Alexandar David — — Liat Franco — — Yuriy Shirinyan — — All executive officers and directors as a group (14 persons) 8,825 * * 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, 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. Item 13. Certain Relationships and Related Transactions, and Director Independence Policies and Procedures for Related Party Transactions Following this offering, pursuant to the written charter of our Audit Committee, the Audit Committee will be responsible for reviewing and approving, prior to our entry into any such transaction, all related party transactions and potential conflict of interest situations involving: ● any of our directors, director nominees or executive officers; ● any beneficial owner of more than 5% of our outstanding stock; and 69 ● any immediate family member of any of the foregoing. Our Audit Committee will review any financial transaction, arrangement or relationship that: ● involves or will involve, directly or indirectly, any related party identified above; ● would cast doubt on the independence of a director; ● would present the appearance of a conflict of interest between us and the related party; or ● is otherwise prohibited by law, rule or regulation. The Audit Committee will review each such transaction, arrangement or relationship to determine whether a related party has, has had or expects to have a direct or indirect material interest. Following its review, the Audit Committee will take such action as it deems necessary and appropriate under the circumstances, including approving, disapproving, ratifying, canceling or recommending to management how to proceed if it determines a related party has a direct or indirect material interest in a transaction, arrangement or relationship with us. Any member of the Audit Committee who is a related party with respect to a transaction under review will not be permitted to participate in the discussions or evaluations of the transaction; however, the Audit Committee member will provide all material information concerning the transaction to the Audit Committee. The Audit Committee will report its action with respect to any related party transaction to the board of directors. See Employment Agreements for Messrs. Roper, Miller, Mohan, Sansom, Attiya and Mmes. Jorge, Black and Infante in Item 11. Executive Compensation. 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 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. Ms. Black served as the Company’s Chief Financial Officer until October 1, 2025, after which she no longer served in such capacity. Pursuant 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 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. Ms. 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. If Ms. 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. If Ms. 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. 70 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: (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; (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. Pursuant to the Roper Agreement, Mr. Roper will transition to the role of Chief Governance and Compliance Officer, reporting directly to the Company’s Chief Executive Officer. During the term of the Roper Agreement, Mr. Roper is entitled to a base salary at the annualized rate of $0.4 million consisting of an annual cash salary of $0.3 million and an annual restricted stock grant of $0.1 million vesting quarterly over one year in equal quarterly installments commencing January 1, 2025 which shall be priced and issued on the third trading day immediately following the filing of the Form 10K Annual Report for such applicable year. Mr. Roper will be eligible for a discretionary performance bonus to be determined by the Board annually with the annual bonus for the year ended December 31, 2025 to be equal to 75% of the cash salary. If Mr. Roper is terminated for any reason, he will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such equity grant. If Mr. Roper is terminated by the Company for any reason other than cause or resigns for a good reason, Mr. Roper will be entitled to a severance payment equal 18 months of the annual compensation, all bonuses earned and all equity compensation shall be fully accelerated. On February 10, 2025, the Company and Sadot Brasil Ltda. (“Sadot Brasil”), the Company’s wholly owned subsidiary, entered into an Employment Agreement with Ms. Jorge effective February 10, 2025. During the term of the Employment Agreement, Ms. Jorge will serve as Chief Executive Officer for both the Company and Sadot Brasil and will be entitled to a base salary at the annualized rate of $0.3 million. In addition, Ms. Jorge will be entitled to a one time bonus of $0.5 million of which half will be payable upon the 90 day anniversary of her engagement and the balance to be paid on the 180 day anniversary (the “Bonus”). Ms. Jorge will also receive a one time grant of $0.1 million in restricted stock grants. Further, the Company will make a contribution of up to $16.0 thousand per annum contribution to a private pension plan. The restricted stock grant vests quarterly over one year in equal quarterly installments commencing January 1, 2025, which shall be priced and issued on the third trading day immediately following the filling the Form 10K Annual Report for such applicable year. The per share price will be the closing price immediately prior to the date of each grant. If Ms. Jorge is terminated by the Company for any reason other than cause Ms. Jorge will be entitled to a severance package of 18 months of salary. Ms. Jorge’s compensation, which, except for the Bonus, is denominated in Brazilian Real, has been converted to U.S. Dollars for the purpose of this disclosure. Please note that the conversion rate used for disclosure purposes is is 6 Reais to every 1 U. S. Dollar as of February 10, 2025. Actual payments to Ms. Jorge will be made in Brazilian Real, and the amounts received may vary based on fluctuations in the exchange rate at the time of payment. This disclosure is intended to provide transparency regarding the compensation agreed upon in the Brazilian Real currency, which is the operational currency for Mr. Jorge’s compensation unless noted otherwise. On May 28, 2025, the Company entered into an Employment Agreement with Chagay Ravid, (“Mr. Ravid”). 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. Mr. 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. If Mr. 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. 71 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. Mr. 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. If Mr. 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. Mr. 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. Mr. 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. Ravid’s 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 Date; (iv) continuation of directors’ 72 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. Roper’s 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. Item 14. Principal Accountant Fees and Services Kreit & Chiu CPA LLP has served as our independent registered public accountants for the years ended December 31, 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 $’000 $’000 Audit fees (1) 414 314 Audit-related fees (2) — — 414 314 (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. 73 PART IV Item 15. Exhibits and Financial Statement Schedules 10.26+ 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) 10.27+ 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) 10.28+ 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) 10.29+ 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) 10.30+ 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) 10.31+ 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) 10.32+ 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) 10.33+ 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) 10.34+ 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) 10.35 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) 10.36 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) 10.37 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) 10.38 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) 10.39 Form of 8% Unsecured OID Debenture (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 10, 2026) 74 10.40 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) 10.41 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) 10.42 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) 19.1+ Sadot Group Inc. – 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) 21.1+ 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) 23.1* Consent of Kreit & Chiu CPA LLP 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1+ Policy for the Recovery of Erroneously Awarded Compensation adopted February 1, 2024(Incorporated herein by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on March 20, 2024) 99.1+ 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) 101.INS Inline XBRL Instance Document* 101.SCH Inline XBRL Schema Document* 101.CAL Inline XBRL Calculation Linkbase Document* 101.DEF Inline XBRL Definition Linkbase Document* 101.LAB Inline XBRL Label Linkbase Document* 101.PRE Inline XBRL Presentation Linkbase Document* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) † Includes management contracts and compensation plans and arrangements *Filed herewith. +Previously filed Item 16. Form 10-K Summary Not applicable. 75 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SADOT GROUP INC By: /s/ Chagay Ravid Chagay Ravid Dated: April 29, 2026 Chief Executive Officer (Principal Executive Officer) By: /s/ Oren Attiya 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. Name Title /s/ Chagay Ravid Chief Executive Officer Chagay Ravid (Principal Executive Officer) /s/ Oren Attiya Chief Financial Officer Oren Attiya (Principal Financial and Accounting Officer) /s/ Sean Schnapp Director Sean Schnapp /s/ Alexander David Director Alexander David /s/ Liat Franco Director Liat Franco /s/ Yuriy Shirinyan Director Yuriy Shirinyan 76 Sadot Group Inc. Annual Report on Form 10-K Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 6651 ) F-2 Consolidated Financial Statements Consolidated Balance Sheets as of December 31, 2025 and 2024 F-5 Consolidated Statements of Operations and Other Comprehensive (Loss) / Income for the years ended December 31, 2025 and 2024 F-6 Consolidated Statements of Changes in Shareholders’ (Deficit) / Equity for the years ended December 31, 2025 and 2024 F-8 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-9 Notes to the Consolidated Financial Statements F-11 F- 1 Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders Sadot Group, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Sadot Group Inc. as of December 31, 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. Explanatory Paragraph – Going Concern The 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. Management’s 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. Basis for Opinion These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Sadot Group Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our 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. Sadot Group Inc. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The 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. F- 2 1. Contingencies Related to Legal Matters Description of the Matter Management 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. How We Addressed the Matter in Our Audit We 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. 2. Impairment of Long-Lived Assets a. Impairment of Deposit on Farmland Project Description of the Matter As 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. We 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. How We Addressed the Matter in Our Audit We 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. b. Impairment of Investment in Series B Preferred Shares Description of the Matter The 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. As 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. F- 3 How We Addressed the Matter in Our Audit We 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. We 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. c. Impairment of Zambia Farmland Assets Description of the Matter As 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. How We Addressed the Matter in Our Audit We 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. 3. Current Expected Credit Losses (Allowance for Receivables) Description of the Matter The Company records an allowance for expected credit losses on its trade and notes receivable in accordance with the applicable accounting guidance. 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. How We Addressed the Matter in Our Audit We 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. We performed 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. In addition, we assessed the adequacy of disclosures related to expected credit losses in the consolidated financial statements. We have served as Sadot Group Inc's auditor since 2021. /s/ Kreit & Chiu CPA LLP New York, NY April 28, 2026 F- 4 Sadot Group Inc. Consolidated Balance Sheets December 31, 2025 December 31, 2024 $’000 $’000 ASSETS Current assets: Cash (includes $ 0.27 million of restricted cash as of December 31, 2025 and 2024) 653 1,786 Accounts receivable, net of allowance for doubtful accounts of $ 27.8 million and $ 0.1 million as of December 31, 2025 and 2024, respectively 383 18,014 Inventory — 717 Assets held for sale — 5,196 Other current assets 1,721 126,966 Total current assets 2,757 152,679 Property and equipment, net 20 11,820 Right to use assets 110 — Other non-current assets 10 155 Total assets 2,897 164,654 LIABILITIES AND (DEFICIT)/EQUITY Current liabilities: Accounts payable and accrued expenses 47,335 28,019 Notes payable, current, net of discount of $ 0.1 million and $ 0.9 million as of December 31, 2025 and 2024, respectively 10,196 7,390 Deferred revenue, current — 2,251 Liabilities held for sale — 2,333 Other current liabilities 27 92,177 Total current liabilities 57,558 132,170 Other non-current liabilities 84 111 Total liabilities 57,642 132,281 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 1 Additional paid-in capital 119,268 112,406 Accumulated deficit ( 176,647 ) ( 83,187 ) Accumulated other comprehensive (Loss) / Income ( 34 ) ( 27 ) Total Sadot Group Inc. shareholders’ (deficit)/equity ( 57,412 ) 29,193 Non-controlling interest 2,667 3,180 Total (deficit)/equity ( 54,745 ) 32,373 Total liabilities and equity 2,897 164,654 The accompanying notes are an integral part of these Consolidated Financial Statements F- 5 Sadot Group Inc. Consolidated Statement of Operations and Other Comprehensive (Loss) / (Loss) / Income For the Years Ended December 31, 2025 2024 $’000 $’000 Commodity sales 246,900 700,937 Other revenues 69 — Cost of goods sold ( 242,400 ) ( 678,192 ) Gross profit 4,569 22,745 Depreciation and amortization expenses ( 95 ) ( 259 ) Stock-based expenses ( 2,065 ) ( 6,662 ) Sales, general and administrative expenses ( 42,899 ) ( 9,659 ) (Loss) / Income from continuing operations ( 40,490 ) 6,165 Interest expense, net ( 5,613 ) ( 4,649 ) Change in fair value of stock-based compensation 778 4,116 Loss on impairment ( 31,021 ) — Loss on litigation ( 13,512 ) — Loss on debt extinguishment ( 3,605 ) — (Loss) / Income from continuing operations before income tax ( 93,463 ) 5,632 Income tax benefit (expense) 228 ( 3 ) Net (Loss) / Income from continuing operations ( 93,235 ) 5,629 Discontinued Operations: (Loss) from discontinued operations, net of income taxes ( 739 ) ( 1,893 ) Net (loss) income from discontinued operations ( 739 ) ( 1,893 ) Net (Loss) / Income ( 93,974 ) 3,736 Net loss attributable to non-controlling interest 586 256 Net (Loss) / Income attributable to Sadot Group Inc. ( 93,388 ) 3,992 Net (loss) / income from continuing operations per share attributable to Sadot Group Inc.: Basic ( 112.95 ) 12.84 Diluted ( 112.95 ) 12.61 Net (loss) / income from income discontinued operations per share attributable to Sadot Group Inc.: Basic ( 0.90 ) ( 4.13 ) Diluted ( 0.90 ) ( 4.06 ) Weighted-average number of common shares outstanding: Basic 820,288 458,339 Diluted 820,288 466,569 The accompanying notes are an integral part of these Consolidated Financial Statements F- 6 Sadot Group Inc. Consolidated Statement of Operations and Other Comprehensive (Loss) / Income (Continued) For the Years Ended December 31, 2025 2024 $’000 $’000 Net (Loss) / Income ( 93,974 ) 3,736 Other comprehensive (Loss) / Income Foreign currency translation adjustment ( 7 ) 20 Unrealized (loss), net of income tax — ( 55 ) Total other comprehensive loss ( 7 ) ( 35 ) Total comprehensive (loss) income ( 93,981 ) 3,701 Comprehensive loss attributable to non-controlling interest 586 256 Total comprehensive (loss) income attributable to Sadot Group Inc. ( 93,395 ) 3,957 The accompanying notes are an integral part of these Consolidated Financial Statements F- 7 Sadot Group Inc. Consolidated Statement of Changes in Shareholders’ Equity Common Stock Additional Paid-in Accumulated Accumulated Other Comprehensive Non-controlling Shares Amount Capital Deficit Income / (Loss) Interest Total $’000 $’000 $’000 $’000 $’000 $’000 Balance – December 31, 2023 404,647 — 107,992 ( 87,179 ) 8 3,436 36,073 Common stock compensation to board of directors 1,056 — 42 — — — 42 Common stock issued as compensation for services 52,731 — 2,014 — — — 2,014 Stock-based compensation - options 13,362 — 574 — — — 574 Rounding of post-split shares outstanding per transfer agent 127 — — — — — — Conversion of convertible loan 50,592 1 1,784 — — — 1,785 Foreign exchange translation adjustment — — — — 20 — 20 Unrealized loss, net of income tax — — — — ( 55 ) — ( 55 ) Net (Loss) / Income — — — 3,992 — ( 256 ) 3,736 Balance – December 31, 2024 522,515 1 112,406 ( 83,187 ) ( 27 ) 3,180 32,373 Common stock issued as compensation for services 281,110 — 1,153 — — — 1,153 Common stock issued for cash, net of expenses 411,796 — 2,964 — — — 2,964 Cash exercise of warrants and warrant modification 37,063 — — — — — — Cash exercise of warrants — — 168 — — — 168 Conversion of convertible loan 223,911 — 2,070 — — — 2,070 Stock based compensation - vesting of options and restricted stock awards 31,301 — 506 — — — 506 Foreign exchange translation adjustment — — — — ( 7 ) — ( 7 ) Unrealized loss, net of income tax — — — — — — — Shares issued due to fractional shares resulting from reverse stock split 5 — — — — — — Write-off of closed subsidiary - non-controlling interest — — — ( 72 ) — 72 — Net (Loss) / Income — — — ( 93,388 ) — ( 586 ) ( 93,974 ) Balance – December 31, 2025 1,507,701 1 119,267 ( 176,647 ) ( 34 ) 2,666 ( 54,745 ) The accompanying notes are an integral part of these Consolidated Financial Statements F- 8 Sadot Group Inc. Consolidated Statements of Cash Flows For the Years Ended December 31, 2025 2024 $’000 $’000 Cash Flows from Operating Activities Net (Loss) / Income ( 93,974 ) 3,736 Adjustments to reconcile net (Loss) / Income to net cash used in operating activities: Depreciation and amortization expenses 95 259 Gain / (loss) on fair value remeasurement — ( 17,111 ) Stock-based expenses 2,065 6,662 Change in fair value of stock-based compensation ( 778 ) ( 4,116 ) Amortization of debt discount 2,247 — Unrealized gain / (loss), net of income tax — ( 55 ) Loss on extinguishment of debt 3,604 — Impairment of assets 31,021 — Foreign exchange translation adjustment ( 7 ) 20 Bad debt expense 33,376 341 Changes in operating assets and liabilities: Accounts receivable, net ( 15,745 ) 34,483 Inventory 717 1,639 Operating right to use assets and lease liabilities, net ( 110 ) 2 Other current assets 105,834 ( 53,944 ) Other non-current assets 145 46,323 Accounts payable and accrued expenses 17,243 ( 21,884 ) Other current liabilities ( 92,177 ) 46,095 Other non-current liabilities — ( 46,048 ) Deferred revenue ( 2,251 ) 823 Total adjustments 85,280 ( 6,511 ) Net cash used in operating activities ( 8,694 ) ( 2,775 ) Net cash used in operating activities - discontinued operations 3,744 ( 450 ) Cash Flows from Investing Activities Purchases of property and equipment — ( 37 ) Disposal of property and equipment — 33 Net cash provided by (used in) investing activities — ( 4 ) Net cash provided by investing activities - discontinued operations — 1,017 Cash Flows from Financing Activities Proceeds from notes payable 11,712 11,051 Repayments of notes payables ( 9,435 ) ( 8,270 ) Debt Discount ( 1,423 ) — Proceeds from issuance of common stock 2,964 — Net cash provided by (used in) financing activities 3,818 2,781 Net cash used in financing activities - discontinued operations — ( 137 ) Net Change in Cash ( 1,133 ) 432 Cash – beginning of period (includes $0.27 million of restricted cash as of December 31, 2025 and 2024) 1,786 1,354 Cash – end of period (includes $0.27 million of restricted cash as of December 31, 2025 and 2024) 653 1,786 The accompanying notes are an integral part of these Consolidated Financial Statements F- 9 Sadot Group Inc. Consolidated Statements of Cash Flows (Continued) For the Years Ended December 31, 2025 2024 $’000 $’000 Supplemental Disclosures of Cash Flow Information: Cash paid for interest 1,330 3,116 Cash paid for taxes 4 4 Supplemental Disclosures of Non-Cash Investing and Financing Activities Conversion of notes payable into common stock 1,743 1,784 Conversion of stock 1,743 1,784 Exchange of accounts receivable for equity securities 13,404 — Issuance of equity securities to settle accounts payable 1,081 — Issuance of common stock as equity issuance costs 100 — The accompanying notes are an integral part of these Consolidated Financial Statements F- 10 Sadot Group Inc. Notes to the Consolidated Financial Statements 1. Business Organization and Nature of Operations Sadot Group Inc. (“Sadot Group” or “SGI” or together with its subsidiaries, the “Company”), a Nevada corporation was incorporated in Nevada on October 25, 2019. In late 2022, SGI transformed from a U.S.-centric restaurant business into a global organization focused on the Agri-food commodity supply chain. Effective July 27, 2023, we changed our company name from Muscle Maker, Inc., to Sadot Group Inc. Sadot Group is headquartered in Burleson, Texas with subsidiary operations throughout the United States, Brazil, Canada, Colombia, India, Israel, Singapore, Ukraine, United Arab Emirates and Zambia. As of December 31, 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 4th 2025. Sadot LLC (“Sadot Agri-Foods”): Sadot 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”): 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. F- 11 Sadot Group Inc. Notes to the Consolidated Financial Statements Sadot Group Inc. 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. The 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. 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. 2. Liquidity, 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 12 months. 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. F- 12 Sadot Group Inc. Notes 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. 3. Significant Accounting Policies Basis of Presentation The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accounting policies used to prepare these financial statements are the same as those used to prepare the consolidated financial statements in prior years, except as described in these notes or for the adoption of new standards as outlined below. Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiary. Any intercompany transactions and balances have been eliminated in consolidation. Reclassifications Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on the previously reported results of operations or loss per share. Reclassification of Fair Value Gains from Other Income 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 % Change $’000 $’000 $’000 % Cost of goods sold ( 695,821 ) 17,629 ( 678,192 ) ( 3.0 )% Gross profit / (loss) 5,116 17,629 22,745 345.0 % Gain on fair value remeasurement 17,111 ( 17,111 ) — ( 100.0 )% Gain on sale of trading securities 518 ( 518 ) — ( 100.0 )% Net Income 3,736 — 3,736 — % F- 13 Sadot Group Inc. Notes to the Consolidated Financial Statements Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates include, 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; ● estimates and assumptions used to value warrants and options; ● the recognition of revenue; and ● the recognition, measurement and valuation of current and deferred income taxes. Estimates and assumptions are periodically reviewed, and the effects of any material revisions are reflected in the financial statements in the period that they are determined to be necessary. Actual results could differ from those estimates and assumptions. Cash, 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 $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. F- 14 Sadot Group Inc. Notes 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 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. Cost is 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. The assets related to Pokemoto and Muscle Maker Grill were sold in the fourth quarter of 2025. Assets and liabilities of disposal group(s) are classified as held for sale when: ● management, having the authority to approve action, commits to a plan to sell, ● the disposal group(s) are available for immediate sale in present condition, ● an active program to locate a buyer and other actions required to complete the plan to sell have been initiated, ● the sale is probable and expected to be completed within one year, ● the sale is actively marketed at a reasonable price reflecting its current fair value, ● and it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. F- 15 Sadot Group Inc. Notes 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. 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: Schedule of Property and equipment Furniture and Equipment 3 – 7 years Leasehold Improvements 1 – 8 years Vehicles 5 – 10 years Land Improvements 3 – 20 years Leases 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 term. 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. F- 16 Sadot Group Inc. Notes 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”. In accordance with ASC 350, the Company does not amortize intangible assets having indefinite useful lives. The Company’s goodwill has an indefinite life and is not amortized. The Company’s goodwill and intangible assets with a finite life are evaluated for impairment at least annually, or more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. ASC 350 requires that goodwill and intangible assets be tested for impairment at the reporting unit level (operating segment or one level below an operating segment). Application of the impairment testing requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill and intangible assets to reporting units, and determining the fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or impairment. In the first quarter of 2024, the intangible assets were moved to assets held for sale. 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. Impairment of Long-Lived Assets When circumstances, such as adverse market conditions, indicate that the carrying value of a long-lived asset may be impaired, the Company performs an analysis to review the recoverability of the asset’s carrying value, which includes estimating the undiscounted cash flows (excluding interest charges) from the expected future operations of the asset. These estimates consider factors such as expected future operating income, operating trends and prospects, as well as the effects of demand, competition and other factors. If the analysis indicates that the carrying value is not recoverable from future cash flows, an impairment loss is recognized to the extent that the carrying value exceeds the estimated fair value. Any impairment losses are recorded as operating expenses, which reduce net income. Convertible Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board. 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. F- 17 Sadot Group Inc. Notes 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 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. During July 2025, the Company acquired a non-controlling ownership interest in a third-party entity engaged in carbon credit project development. The 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 securities: Schedule of investments in equity securities Amounts $’000 Beginning balance at December 31, 2024 — Additions 13,413 Adj. for observable price changes — Impairments ( 13,413 ) 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. Revenue Recognition The Company’s revenues consist of Commodity sales and Other revenues. The Company recognizes revenues according to Topic 606 of FASB, “Revenue from Contracts with Customers”. Under the guidance, revenue is recognized in accordance with a five-step revenue model, as follows: (1) identifying the contract with the customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations; and (5) recognizing revenue when (or as) the entity satisfies a performance obligation. F- 18 Sadot Group Inc. Notes to the Consolidated Financial Statements Seasonality There is a degree of seasonality in the growing cycles, procurement and transportation of crops. The farming industry historically experiences seasonal fluctuations in revenues and net income. Typically, the Company has lower sales and net income during the non-harvest seasons and higher sales and net income during the harvest season. 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, 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) / Income. 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. See Note 18 – Commitments and contingencies for further details. 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 period. 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: F- 19 Sadot Group Inc. Notes to the Consolidated Financial Statements Schedule of weighted average diluted common shares December 31 , 2025 2024 Warrants 156,541 163,597 Options 6,427 8,125 RSAs 46,716 89,113 Convertible debt 2,278,155 — Total potentially dilutive shares 2,487,839 260,837 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, 2025 2024 (In thousands, except for share count and per share data) Net (Loss) / Income attributable to Sadot Group Inc. ( 93,388 ) 3,992 Weighted-average shares outstanding: Basic 820 458 Effect of potentially dilutive RSAs — 1 Effect of potentially dilutive convertible debt — 7 Diluted 820 466 Net (Loss) / Income for continuing operations per share attributable to Sadot Group Inc.: Basic ( 112.95 ) 12.84 Diluted ( 112.95 ) 12.61 Net loss from discontinued operations per share attributable to Sadot Group Inc.: Basic ( 0.90 ) ( 4.13 ) Diluted ( 0.90 ) ( 4.06 ) Net (Loss) / Income per share attributable to Sadot Group Inc.: Basic ( 113.86 ) 8.71 Diluted ( 113.86 ) 8.58 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. F- 20 Sadot Group Inc. Notes 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. The 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, 2025 2024 Number of customers 4 5 Type Commodities Commodities % of sales 95 % 74 % 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, 2025 2024 Number of vendors 2 3 Type Commodities Commodities % of purchases 91 % 75 % 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 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 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. ASC 820 describes three levels of inputs that may be used to measure fair value: F- 21 Sadot Group Inc. Notes 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 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 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 derivative. Convertible notes that meet this equity exception are recorded at amortized cost using the effective interest method. Under 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. F- 22 Sadot Group Inc. Notes 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. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. 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 (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. F- 23 Sadot Group Inc. Notes 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. Changes in consolidation status are applied prospectively. 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 (Loss) / Income. For details related to Discontinued operations, see Note 5 – Discontinued operations. Write-off of Closed Subsidiary – Non-controlling Interest 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 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 basis. Retrospective application is permitted. 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. F- 24 Sadot Group Inc. Notes 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. 2025-07, 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. The new 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. 4. Assets Held For Sale 2024 Disposal group held for sale After launching Sadot Agri-Foods, the Company made the decision to explore the option of selling a portion of our restaurant operations. During the first quarter of 2024, the Company entered into an agreement with a brokerage firm to have the exclusive rights to offer and sell the Muscle Maker Grill and Pokemoto franchise business and potentially some of the corporate-owned restaurants. Accordingly, the assets and liabilities related to the restaurant operations were classified as held for sale in the Company’s Consolidated Balance Sheets. Throughout most of 2024, the Company considered retaining some Company owned stores due to location and potential training centers that posed challenges for sale. The assets related to Pokemoto & Muscle Maker Grill were sold during the fourth quarter of 2025. F- 25 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 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. 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. 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 As of December 31, 2025 December 31, 2024 $’000 $’000 Cash — 266 Accounts receivable, net of allowance for doubtful accounts of $0.2 million — 170 Other current assets — 52 Property and equipment, net — 6 Goodwill — 1,798 Other non-current assets — 189 Intangible assets, net — 2,715 Assets held for sale — 5,196 Accounts payable and accrued expenses — 149 Notes payable, current — 79 Operating lease liability, current — 138 Deferred revenue, current — 125 Other current liabilities — 243 Notes payable, non-current — 542 Deferred revenue, non-current — 1,057 Liabilities held for sale — 2,333 F- 26 Sadot Group Inc. Notes to the Consolidated Financial Statements Sadot Food Services had the following pre-tax losses: For the Years Ended December 31, 2025 2024 $’000 $’000 Sadot Food Services Net Loss Before Income Tax ( 739 ) ( 1,893 ) 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. 5. Discontinued Operations After launching Sadot Agri-Foods, the Company made the decision to explore the option of selling a portion of our restaurant operations. During the first quarter of 2024, the Company entered into an agreement with a brokerage firm to have the exclusive rights to offer and sell the Muscle Maker Grill and Pokemoto franchise business and potentially some of the corporate-owned restaurants. Accordingly, the assets and liabilities related to the restaurant operations were classified as held for sale in the Company’s Consolidated Balance Sheets. Throughout most of 2024, the Company considered retaining some Company owned stores due to location and potential training centers that posed challenges for sale. However, in the fourth quarter of 2024, the Company closed its last two corporate owned stores, and have a sale pending for the franchise business. Given the sale or pending sale of all of the restaurant operations as of December 31, 2024, 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 of 2025. The amounts of loss from Discontinued operations were as follows: Schedule of Discontinued Operations For the Years Ended December 31 , 2025 2024 $’000 $’000 Revenues 1,468 4,321 Cost of goods sold — ( 3,113 ) Gross profit 1,468 1,208 Impairment of intangible asset — — Impairment of goodwill — — Depreciation and amortization expenses — ( 189 ) Franchise advertising fund expenses ( 83 ) ( 54 ) Pre-opening expenses — — Post-closing expenses ( 58 ) ( 155 ) Sales, general and administrative expenses ( 1,405 ) ( 2,703 ) Loss on disposal of assets ( 643 ) — Loss from discontinued operations ( 721 ) ( 1,893 ) Other income 4 19 Interest expense, net ( 21 ) ( 19 ) Loss from discontinued operations before income tax ( 739 ) ( 1,893 ) Income tax benefit / (expense) from discontinued operations — — Loss from discontinued operations ( 739 ) ( 1,893 ) F- 27 Sadot Group Inc. Notes to the Consolidated Financial Statements 6. Allowance 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 As of December 31, 2025 December 31, 2024 $’000 $’000 Balance at beginning of period 105 173 Adjustments related to Sadot food services — 54 Adjustments related to Sadot agri-foods 27,646 28 Transferred to assets held for sale — ( 150 ) Balance at end of period 27,751 105 7. Other Current Assets At December 31, 2025 and 2024, the Company’s other current assets consists of the following: Schedule of Other Current Assets As of December 31, 2025 December 31, 2024 $’000 $’000 Prepaid expenses 1,713 1,911 Other receivables 2 82 Derivative contracts — 93,520 Unrealized gain on derivative contracts — 18,602 Notes receivable, current 6 6,999 Deposit on farmland — 5,852 Other current assets 1,721 126,966 There were no derivative contracts pending as of December 31, 2025. 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. 8. Other 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 As of December 31, 2025 December 31, 2024 $’000 $’000 Security deposits 10 23 Right to use assets 110 132 Other non-current assets 120 155 F- 28 Sadot Group Inc. Notes to the Consolidated Financial Statements 9. Property and Equipment, Net As of December 31, 2025, and 2024, Property and equipment consist of the following: Schedule of Property and Equipment As of December 31, 2025 December 31, 2024 $’000 $’000 Furniture and equipment 19 232 Vehicles — 215 Leasehold improvements 11 11 Land and land improvements — 11,766 Construction in process — 6 Property and equipment, gross 30 12,230 Less: accumulated depreciation ( 10 ) ( 410 ) Property and equipment, net 20 11,820 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. 10. 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 4 – Assets held for sale for additional information. A summary of the intangible assets is presented below: F- 29 Sadot Group Inc. Notes to the Consolidated Financial Statements Schedule of Intangible Assets Intangible assets, net at December 31, 2023 Impairment of intangible assets Amortizat expense Transfer to assets held for sale Intangible assets, net at December 31, 2024 Impairment of intangible assets Amortization expense Intangible assets, net at December 31, 2025 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 Trademark Muscle Maker Grill — — — — — — — — Franchise Agreements Muscle Maker Grill — — — — — — — — Trademark SuperFit — — — — — — — — Domain Name SuperFit — — — — — — — — Customer List SuperFit — — — — — — — — Proprietary Recipes SuperFit — — — — — — — — Non-Compete Agreement SuperFit — — — — — — — — Trademark Pokémoto 83 — ( 9 ) ( 74 ) — — — — Franchisee License Pokémoto 2,045 — ( 69 ) ( 1,976 ) — — — — Proprietary Recipes Pokémoto 705 — ( 40 ) ( 665 ) — — — — Non-Compete Agreement Pokémoto — — — — — — — — 2,833 — ( 118 ) ( 2,715 ) — — — — Amortization expense related to intangible assets was $ 0.0 million and $ 0.1 million for the years ended December 31, 2025 and 2024, respectively. F- 30 Sadot Group Inc. Notes to the Consolidated Financial Statements A summary of the goodwill assets is presented below: Schedule of Goodwill Muscle Maker Grill Pokémoto SuperFit Food Total $’000 $’000 $’000 $’000 Goodwill, net at December 31, 2023 — 1,798 — 1,798 Transfer to assets held for sale — ( 1,798 ) — ( 1,798 ) Goodwill, net at December 31, 2024 — — — — Transfer to assets held for sale — — — — Goodwill, net at December 31, 2025 — — — — 11. Accounts Payables and Accrued Expenses Accounts payables and accrued expenses consist of the following: Schedule of Accounts Payable and Accrued Liabilities As of December 31, 2025 December 31, 2024 $’000 $’000 Accounts payable 3,941 2,187 Accrued payroll and bonuses 876 690 Accrued expenses 2,050 51 Accrued interest expenses 982 7 Accrued professional fees 268 249 Accounts payable commodities 25,750 24,833 Sales taxes payable 2 2 Accrued litigation expenses 13,466 — Total 47,335 28,019 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 incurred. 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. Accordingly, 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. 12. Notes Payable Overview 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. Only certain notes contain features that permit settlement in shares of the Company’s common stock. F- 31 Sadot Group Inc. Notes to the Consolidated Financial Statements Summary of Notes Payable As of December 31, 2025 Schedule of Notes Payable Description Total Current Portion Long-Term Portion $’000 $’000 $’000 Convertible notes 2,839 2,839 — Non-convertible notes 4,098 4,098 — Factoring arrangement 3,259 3,259 — Total Notes Payable, net 10,196 10,196 — As of December 31, 2024 Description Total Current Portion Long-Term Portion $’000 $’000 $’000 Convertible notes 4,853 4,853 — Non-convertible notes 2,537 2,537 — Total Notes Payable, net 7,390 7,390 — 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 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. F- 32 Sadot Group Inc. Notes 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. Key changes 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. Accordingly, 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. Accordingly, 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. The carrying 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. F- 33 Sadot Group Inc. Notes 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 $ 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 %. 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 $’000 1/1/25-12/31/25 10,257 1/1/26-12/31/26 35 1/1/27-12/31/27 — 1/1/28-12/31/28 — Thereafter — Total maturities 10,292 Less discount ( 96 ) Notes payable, net 10,196 F- 34 Sadot Group Inc. Notes to the Consolidated Financial Statements 13. Leases 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 As of December 31, 2025 December 31, 2024 $’000 $’000 Assets Right to use asset 110 132 Total lease assets 110 132 Liabilities Total lease liabilities 111 272 Transferred to liabilities held for sale — ( 138 ) Operating leases – current 27 23 Operating leases – non-current 84 111 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 Total Operating Leases Held for Sale Current Operating Leases $’000 $’000 $’000 Fiscal Year: 1/1/2026-12/31/2026 45 — 45 1/1/2027-12/31/2027 45 — 45 1/1/2028-12/31/2028 45 — 45 1/1/2029-12/31/2029 11 — 11 1/1/2030-12/31/2030 — — — Thereafter — — — Total lease payments 147 — 147 Less imputed interest 35 — 35 Present value of lease liabilities 111 — 111 F- 35 Sadot Group Inc. Notes 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 Weighted-average remaining lease term (in years) Operating leases 3.28 Weighted-average discount rate Operating leases 18.0 % 14. Deferred Revenue 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: Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable As of December 31, 2025 December 31, 2024 $’000 $’000 Deferred revenues, net — 2,251 Less: deferred revenue, current — ( 2,251 ) Deferred revenues, non-current — — 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. 15. Other Current Liabilities Other current liabilities consist of the following: As of December 31, 2025 December 31, 2024 $’000 $’000 Derivative contracts — 60 Operating lease liability, current 27 23 Derivative liability, current — 92,094 Total 27 92,177 16. Other Non-Current Liabilities Other non-current liabilities consist of the following: Schedule of Other Noncurrent Liabilities As of December 31, 2025 December 31, 2024 $’000 $’000 Operating lease liability, non-current 84 111 84 111 F- 36 Sadot Group Inc. Notes to the Consolidated Financial Statements 17. Income Taxes 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 As of December 31, 2025 December 31, 2024 $’000 $’000 Deferred tax assets: Net operating loss carryforwards 19,967 14,525 Receivable allowance 5,947 10 Stock-based compensation 59 58 Intangible assets — — 163(j) adjustment 2,299 1,091 Loss on discontinued operations 263 — Accrued expenses 90 159 Other carryforwards 158 158 Leases 24 58 Gross deferred tax asset 28,807 16,059 Deferred tax liabilities: Property and equipment ( 3 ) ( 46 ) Leases — ( 28 ) Unrealized gains 96 ( 3,969 ) Receivable allowance — — Gross deferred tax liabilities 93 ( 4,043 ) Net deferred tax assets 28,900 12,016 Valuation allowance ( 28,900 ) ( 12,016 ) Net deferred tax asset, net of valuation allowance — — The income tax (benefit) / expense for the periods shown consist of the following: Schedule of income tax (benefit) For the Year Ended December 31, 2025 2024 $’000 $’000 Federal: Current — — Deferred — — State and local: Current — — Deferred — — Foreign: Current ( 228 ) 3 Deferred — — Current and deferred income tax expense ( 228 ) 3 Change in valuation allowance — — Income tax (benefit) /expense ( 228 ) 3 F- 37 Sadot Group Inc. Notes 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 As of December 31, 2025 December 31, 2024 Federal income tax benefit at statutory rate 21.0 % 21.0 % State income tax benefit, net of federal impact ( 0.8 )% 2.2 % Permanent differences — % 0.6 % Return to provision adjustments ( 1.4 )% 2.8 % Foreign Tax — % ( 1.1 )% Fair value gain/loss on share issuance — % ( 21.8 )% Deferred adjustments due to discontinued operations — % 14.8 % Other — % — % Change in valuation allowance ( 18.8 )% ( 18.4 )% Effective income tax rate — % 0.1 % The Company has filing obligations in what it considers its U.S. major tax jurisdictions as follows: Connecticut, Kansas, Texas, Virginia, New York State and New York City. The earliest year that the Company is subject to examination is the year ended December 31, 2015. The Company has approximately $ 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. 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. 18. Commitments and Contingencies Forward Purchase and Sales Contracts On September 12, 2023, the Company through Sadot Agri-Foods, entered into a forward purchase contract titled the Verified Emissions Reduction Purchase Agreement (“VERPA”) for the acquisition of 180,000 Verified Carbon Units (“VCUs”) generated by a conservation project along the Riau coastline in Indonesia (“conservation project”). Under the VERPA, Sadot Agri-Foods will acquire the VCUs between 2025 and 2027 at a price of $ 35.69 per VCU, or $ 6.4 million in total, which was paid on September 23, 2023, and recorded as “Prepaid forward on carbon offsets” on the balance sheet. Delivery of the VCUs is expected within 14 days from credit issuance annually, with delivery to occur no later than December each year. On September 13, 2023, the Company also entered into a separate forward sales agreement, where the purchaser agreed to acquire 180,000 VCUs between 2025 and 2026 at a price of $ 44.62 per VCU, or $ 8.0 million. These VCUs were expected to be generated from the same conservation project, with payment due by 2025. Additionally, F- 38 Sadot Group Inc. Notes 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 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 (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, 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, 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. As consideration for Aggia providing the services to Sadot Agri-Food, the Company agreed to issue shares of common stock of the Company, par value $ 0.0001 per share, to Aggia subject to Sadot Agri-Food generating net income measured on a quarterly basis at per share price of $ 15.6250 , subject to equitable adjustments for any combinations or splits of the common stock occurring following the Effective Date. Upon Sadot Agri-Food generating net income for any fiscal quarter, the Company shall issue Aggia a number of shares of common stock equal to the net income for such fiscal quarter divided by the per share price (the “Shares”). The Company may only issue authorized, unreserved shares of common stock. The Company will not issue Aggia in excess of 1,442,428 shares representing 49.9 99% of the number of issued and outstanding shares of common stock as of the Effective Date. Further, once Aggia has been issued a number of shares constituting 19.99 % of the issued and outstanding shares of common stock of the Company, no additional shares shall be issued to Aggia unless and until this transaction has been approved by the shareholders of the Company. In the event that the shares cap has been reached, then the remaining portion of the net income, if any, not issued as shares shall accrue as debt payable by Sadot Group to Aggia until such debt has reached a maximum of $ 71.5 million. The Company will prepare the shares earned calculation after the annual audit or quarter review is completed by the auditors. The shares will be issued within 10 days of the final calculation. On July 14, 2023 (the “Addendum Date”), effective April 1, 2023, the parties entered into Addendum 2 to the Services Agreement (“Addendum 2”) pursuant to which the parties amended the compensation that Aggia is entitled. F- 39 Sadot Group Inc. Notes 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 $ 0.0001 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 was ended. 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. Franchising 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. State Taxes 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. As of December 31, 2025 and December 31, 2024, the Company has accrued for the liability in accounts payable and accrued expenses. F- 40 Sadot Group Inc. Notes to the Consolidated Financial Statements Litigations, Claims and Assessments 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 contract. The original claims have been substantially narrowed through the Company's successful motions practice. The Company denies the allegations and has filed its Answer, Affirmative Defenses, and Counterclaim, asserting a counterclaim of approximately $1.6 million against the plaintiff for amounts paid by the Company for which no goods were delivered. The Company has also filed a motion to dismiss the alter ego and contract guaranty claims. While the Company believes it has meritorious defenses, it cannot predict the outcome of this matter or reasonably estimate the range of potential loss at this time. Based on the assessment of the Company's legal counsel, a loss in respect of the plaintiff's claim is reasonably possible but not probable, and the amount or range of potential loss cannot be reasonably estimated at this time. Accordingly, no contingent liability has been accrued in accordance with ASC 450 as of December 31, 2025. 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 No. 3) and terminated without prejudice on 31 March 2026 (Preliminary Order No. 4, Arbitrator John Allen Chalk, Sr.) pursuant to AAA Rule 56(d). No award was made and no liability was determined. The Claimant retains the right to refile until approximately March 2029 (limitation). It is too early to assess whether there would be a continuation to this claim, resulting in a loss and even if there was a loss the amount of such a loss cannot be estimated. On April 2, 2026, Mr. Mohan filed a complaint against the Company in the United States District Court for the District of Texas alleging breaches of employment contract and damages in the amount greater than $250,000 and less than $1,000,000 relating to alleged unpaid performance bonuses. The Company believes the plaintiffs' positions are without merit and intends to vigorously defend itself in all respects. No contingent liability has been recorded as of December 31, 2025. F- 41 Sadot Group Inc. Notes to the Consolidated Financial Statements Nuval Trade S.A. v. Sadot Latam LLC (GAFTA No. 19-403) is a GAFTA arbitration arising from two soybean meal contracts. On April 17, 2026, a partial award was issued in favor of Nuval Trade S.A. against Sadot Latam LLC (not Sadot Group Inc.). The award relates to contracts dated February 27, 2024 and April 9, 2024, and grants approximately $12.0 million in damages. In addition, the award provides for interest at 5% per annum, compounded quarterly, on approximately $11.1 million from August 13, 2024 and on approximately $1.0 million from February 11, 2025 until the date of payment, as well as reimbursement of Nuval’s legal fees and arbitration costs. As of December 31, 2025, the total estimated liability, including interest and costs, was approximately $12.9 million, which has been accrued. The Andersons, Inc. v Sadot LLC. On September 26, 2025, The Andersons, Inc. filed an admiralty and maritime action in the United States District Court for the Southern District of Ohio in aid of a arbitration proceeding against the Company’s subsidiaries, Sadot LLC and Sadot Latam, alleging breach of a contract for the sale of Argentine wheat and seeking approximately $521,641 plus alleged dispatch, pre-award interest, and other fees. In February 2026, The Andersons initiated a related GAFTA arbitration against the same parties. 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. The claim against Sadot Group Inc. was based solely on a 2023 board resolution authorizing management to guarantee subsidiary debt with specified lenders. No executed guaranty document exists and Star Fund was not named in the resolution. The guaranty count was dismissed by agreement on December 9, 2025. A motion for summary judgment by a codefendant was heard on February 25, 2026 and remains under advisement. Following the dismissal by agreement of the guaranty count on December 9, 2025, the only count remaining against Sadot Group Inc. is a derivative unjust enrichment claim, in respect of which the Company maintains it has meritorious defenses on the basis that no executed guaranty document exists, no benefit was received by Sadot Group Inc., and Star Fund was not a party identified in the underlying 2023 board resolution. The matter remains pending against Sadot Group Inc. and Sadot Latam LLC. 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. The claim 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. v. Sadot Latam 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. The claim is against Sadot Latam LLC only, not Sadot Group Inc. On April 20, 2026, the Company received a final arbitration award in favor of Seacape, awarding $542,300 for demurrage at Guayaquil, Ecuador, $48,096 for shifting costs at CHS Myrtle Grove, and interest of $59,844 on the aggregate of these amounts through the date of the award, as well as Seacape’s legal fees and costs of $70,120 and arbitration fees and expenses. As of December 31, 2025, the total estimated liability, including interest and costs, was approximately $729,000, which has been accrued. F- 42 Sadot Group Inc. Notes to the Consolidated Financial Statements Centurion MPP Pte. Ltd. v. Sadot Latam LLC. The claimant commenced proceedings in Singapore arising out of an alleged breach of a commodity sale and purchase contract. The claim is against Sadot Latam LLC only, not Sadot Group Inc. The matter is at a preliminary stage. 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 options. 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 Inc. filed a complaint against the Company in the Supreme Cout of the State of New York, County of New York, alleging unpaid brokerage fees in connection with the sale of the Company’s restaurant business in the amount of $319,000 plus treble damages. The Company believes the plaintiffs' positions are without merit and intends to vigorously defend itself in all respects. 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. F- 43 Sadot Group Inc. Notes 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. During the term of the Employment Agreement, Ms. Jorge will serve as Chief Executive Officer for both the Company and Sadot Brasil and will be entitled to a base salary at the annualized rate of $ 0.3 million. In addition, Ms. Jorge will be entitled to a one time bonus of $ 0.5 million of which half will be payable upon the 90 day anniversary of her engagement and the balance to be paid on the 180 day anniversary (the “Bonus”). Ms. Jorge will also receive a one time grant of $ 0.1 million in restricted stock grants. Further, the Company will make a contribution of up to $ 16.0 thousand per annum contribution to a private pension plan. The restricted stock grant vests quarterly over one year in equal quarterly installments commencing January 1, 2025, which shall be priced and issued on the third trading day immediately following the filling the Form 10K Annual Report for such applicable year. The per share price will be the closing price immediately prior to the date of each grant. If Ms. Jorge is terminated by the Company for any reason other than cause Ms. Jorge will be entitled to a severance package of 18 months of salary. Ms. Jorge’s compensation, which, except for the Bonus, is denominated in Brazilian Real, has been converted to U.S. Dollars for the purpose of this disclosure. Please note that the conversion rate used for disclosure purposes is is 6 Reais to every 1 U. S. Dollar as of February 10, 2025. Actual payments to Ms. Jorge will be made in Brazilian Real, and the amounts received may vary based on fluctuations in the exchange rate at the time of payment. This disclosure is intended to provide transparency regarding the compensation agreed upon in the Brazilian Real currency, which is the operational currency for Mr. Jorge’s compensation unless noted otherwise. Ms. 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. Pursuant to the Roper Agreement, Mr. Roper will transition to the role of Chief Governance and Compliance Officer, reporting directly to the Company’s Chief Executive Officer. During the term of the Roper Agreement, Mr. Roper is entitled to a base salary at the annualized rate of $ 0.4 million consisting of an annual cash salary of $ 0.3 million and an annual restricted stock grant of $ 0.1 million vesting quarterly over one year in equal quarterly installments commencing January 1, 2025 which shall be priced and issued on the third trading day immediately following the filing of the Form 10K Annual Report for such applicable year. Mr. Roper will be eligible for a discretionary performance bonus to be determined by the Board annually with the annual bonus for the year ended December 31, 2025 to be equal to 75% of the cash salary. If Mr. Roper is terminated for any reason, he will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such equity grant. If Mr. Roper is terminated by the Company for any reason other than cause or resigns for a good reason, Mr. Roper will be entitled to a severance payment equal 18 months of the annual compensation, all bonuses earned and all equity compensation shall be fully accelerated. On January 5, 2026, the Company and Mr. Roper entered into a Separation Agreement, pursuant to which Mr. Roper’s employment with the Company will terminate by mutual agreement effective as of January 19, 2026. See Note 23 – Subsequent Events for 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. Pursuant to the Executive Employment Agreement entered with Ms. Black (the “Black Agreement”), Ms. Black will continue to serve as Chief Financial Officer, reporting directly to the Company’s Chief Executive Officer. During the term of the Black Agreement, Ms. Black is entitled to a base salary at the annualized rate of $ 0.4 million consisting of an annual cash salary of $ 0.3 million and an annual restricted stock grant of $ 0.1 million vesting quarterly over one year in equal quarterly installments commencing January 1, 2025 which shall be priced and issued on the third trading day immediately following the filing of the Form 10K Annual Report for such applicable year. Ms. Black will be eligible for a discretionary performance bonus to be determined by the Board annually with the annual bonus for the year ended December 31, 2025 to be equal to 75 % of the cash salary. If Ms. Black is terminated for any reason, she will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such equity grant. If Ms. Black is terminated by the Company for any reason other than cause or resigns for a good reason, Ms. Black will be entitled to a severance payment equal 12 months of the annual compensation, all bonuses earned and all equity compensation shall be fully accelerated. On July 28, 2025 the Company and Ms. Black entered into a mutual Separation Agreement. According to the terms of the agreement, severance and bonuses were accrued as of December 31, 2025. F- 44 Sadot Group Inc. Notes 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. Miller will continue to be employed as Chief Operating Officer of the Company on an at will basis. During the term of the Miller Agreement, Mr. Miller is entitled to a base salary at the annualized rate of $ 0.3 million. Mr. Miller will be eligible for a discretionary performance bonus up to 75 % of his annual salary. Further, Mr. Miller will be entitled to an additional bonus of $ 25.0 thousand which is accrued and unpaid, relating to the appointment of certain directors pursuant to the agreement with Aggia. If Mr. Miller is terminated for any reason, he will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such stock option. If Mr. Miller is terminated by the Company for any reason other than cause or resigns for a good reason, Mr. Miller will be entitled to a severance payment equal to 36 months of salary, which will be reduced to 12 months following the second anniversary of the Miller Agreement, and all equity compensation shall be fully accelerated. On 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. Mohan will continue to be employed as Chief Investment Officer of the Company on an at will basis. During the term of the Employment Agreement, Mr. Mohan is entitled to a base salary at the annualized rate of $ 0.2 million. Mr. Mohan will be eligible for a discretionary performance bonus up to 75 % of his annual salary. Mr. Mohan received an additional bonus of $ 0.1 million on March 2, 2023 and an additional $ 25.0 thousand which is accrued and unpaid, relating to the appointment of certain directors pursuant to the agreement with Aggia. If Mr. Mohan is terminated for any reason, he will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such stock option. If Mr. Mohan is terminated by the Company for any reason other than cause or resigns for a good reason, Mr. Mohan will be entitled to a severance payment equal to 36 months of salary, which will be reduced to six months following the second anniversary of the Mohan Agreement, and all equity compensation shall be fully accelerated. 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. Infante will continue to be employed as Chief Marketing Officer of the Company on an at will basis. During the term of the Infante Agreement, Ms. Infante is entitled to a base salary at the annualized rate of $ 0.2 million. Ms. Infante will be eligible for a discretionary performance bonus up to 25 % of her annual salary. Further, Ms. Infante will be entitled to an additional bonus of $ 25.0 thousand which is accrued and unpaid, relating to the appointment of certain directors pursuant to the agreement with Aggia. If Ms. Infante is terminated for any reason, she will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such stock option. If Ms. Infante is terminated by the Company for any reason other than cause or resigns for a good reason, Ms. Infante will be entitled to a severance payment equal to 36 months of salary, which will be reduced to six months following the second anniversary of the Infante Agreement, and all equity compensation shall be fully accelerated. Ms. 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. Ravid”). 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 . Mr. 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. If Mr. 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. F- 45 Sadot Group Inc. Notes 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. Mr. Attiya continues to serve as the Company’s Chief Financial Officer. NASDAQ Notice 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 year-end. 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). 19. Fair 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. F- 46 Sadot Group Inc. Notes 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 — — — — Derivative contracts — — — — Equity securities* — — — — Total financial assets — — — — Financial liabilities: Derivative liability — — — — Derivative contracts — — — — Total financial liabilities — — — — December 31, 2024 Level 1 Level 2 Level 3 Total $’000 $’000 $’000 $’000 Financial assets: Derivative asset — 93,520 — 93,520 Derivative contracts — 18,602 — 18,602 Total financial assets — 112,122 — 112,122 Financial liabilities: Derivative liability — 92,094 — 92,094 Derivative contracts — 60 — 60 Total financial liabilities — 92,154 — 92,154 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 2 inputs. 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 alternative. 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. F- 47 Sadot Group Inc. Notes 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, 2025 2024 $’000 $’000 Beginning Balance — — Additions 13,412 — Unrealized gain recognized in earnings — — Transfers in / out of Level 3 — — Sales / disposals / impairments ( 13,412 ) — 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. 20. Financial Instruments Inherent in our business is the risk of matching the timing of our purchase and sales contracts. The prices of food and feed commodities (e.g., soybeans, wheat, corn, etc.) and carbon offset units we buy and sell are based on a constantly moving terminal market price determined by various exchanges (e.g., CME, Chicago Board of Trade (“CBOT”) and Dalian Commodity Exchange (“DCE”), etc.). Were we not to hedge such exposures, we could be exposed to significant losses due to the continually changing commodity prices. We use commodity futures contracts to manage our exposure to this commodity price risk. It is generally our policy to hedge such risks to the extent practicable. We enter into hedges to limit our exposure to volatile price fluctuations that we believe would impact our gross margins on firm purchase and sales commitments. As an example, if we enter into fixed price contracts with our suppliers and variable priced sales contracts with our customers, we will generally enter into a futures contract to sell the commodity for future delivery in the month when we expect the commodity price to be fixed according to the sales contract terms. We repurchase this position once the pricing has been fixed with our customer. If the underlying commodity price increases, we suffer a hedging loss and have an unrealized loss on derivative contracts, but the sales price to the customer is based on a higher market price and offsets the loss. Conversely, if the commodity price decreases, we have a hedging gain and recognize an unrealized gain on derivative contracts, but the sales price to the customer is based on the lower market price and offsets the gain. In accordance with FASB ASC 815, Derivatives and Hedging, we designate these derivative contracts as fair value hedges and recognize them on our balance sheet at fair value. We also recognize offsetting changes in the fair value of the related firm purchase and sales commitment to which the hedge is attributable in earnings upon revenue recognition, which occurs at the time of delivery to our customers. F- 48 Sadot Group Inc. Notes 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. 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, 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: $’000 $’000 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 (Loss) / Income: For the Years Ended Derivatives in hedging relationships Location of Gain / (Loss) Recognized December 31, 2025 December 31, 2024 $’000 $’000 Unrealized loss on derivative contracts Cost of goods sold — ( 16,836 ) Total — ( 16,836 ) From time to time we may enter into forward sales contracts that do not meet the definition or qualify for hedge accounting. Forward sales contracts are derivatives that were entered into to sell goods at a later date at a fixed or determinable price for a specific period. Forward sales contracts are recognized on the balance sheet at the value of the contract and the difference in the fair value and derivative liability is recorded as an unrealized gain on derivative contracts or unrealized loss on derivative contracts. If the underlying commodity price increases, we suffer a mark to market loss and have a derivative liability. Conversely, if the commodity price decreases, we have a hedging gain and recognize a unrealized gain on derivative contract. As part of our business we also engage in the purchase, sale and distribution of food and feed products. If we do not have a matching sales contract related to such products, (for example, any commodity products that are unsold in our inventory), we have price risk that we currently do not or are unable to hedge. As such, any decline in pricing for such products may adversely impact our profitability. F- 49 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, 2025 and 2024: Schedule of fair value of derivatives Derivatives Balance Sheet Location December 31, 2025 December 31, 2024 Asset (liability) derivatives: $’000 $’000 Unrealized gain on derivative contracts Other current assets — 18,602 Derivative asset Other current assets — 93,520 Derivative asset Other non-current assets — — Derivative liability Other current liabilities — ( 92,094 ) Derivative liability Other non-current liabilities — — Total — 20,028 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, 2025 December 31, 2024 $’000 $’000 Unrealized gain on derivative contracts Gain / (loss) on fair value remeasurement — — Total — — 21. Equity Stock Option and Stock Issuance Plan 2021 Plan The Company’s board of directors and shareholders approved and adopted on October 7, 2021 the 2021 Equity Incentive Plan (“2021 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2021 Plan, the Company reserved 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. 2023 Plan The Company’s board of directors and shareholders approved and adopted on February 28, 2023 the 2023 Equity Incentive Plan (“2023 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2023 Plan, the Company reserved 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. F- 50 Sadot Group Inc. Notes to the Consolidated Financial Statements 2024 Plan The Company’s board of directors and shareholders approved and adopted on October 27, 2023 the 2024 Equity Incentive Plan (“2024 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2024 Plan, the Company reserved 75,000 shares of common stock for issuance. 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 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. F- 51 Sadot Group Inc. Notes 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 4, 2024. Pursuant to the Purchase Agreement, the Notes were issued with an original issue discount of 20%. The Notes will mature on December 4, 2025, unless earlier converted upon the satisfaction of certain conditions. The conversion price of the Notes is $ 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. F- 52 Sadot Group Inc. Notes 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. F- 53 Sadot Group Inc. Notes 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”). The Company 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 cash. 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 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 share. 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 dividends. 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. 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 $ 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. F- 54 Sadot Group Inc. Notes 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 Total Weighted-average grant date fair value $ Unvested, December 31, 2023 90,988 108.50 Granted 33,562 18.80 Forfeited — — Vested ( 60,517 ) 104.90 Unvested at December 31, 2024 64,033 ( 64.90 ) Granted 25,681 22.94 Forfeited ( 27,895 ) 33.05 Vested ( 33,815 ) 52.89 Unvested at December 31, 2025 28,004 86.19 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 risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Options On February 27, 2023, 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. F- 55 Sadot Group Inc. Notes 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 exercise price Number of options Weighted-average remaining life (in years) Aggregate intrinsic value $ $’000 Outstanding, December 31, 2023 109.10 8,275 4.26 — Granted — — N/A — Exercised — — N/A — Forfeited 150.50 ( 150 ) N/A — Outstanding, December 31, 2024 108.40 8,125 3.17 — Exercisable and vested, December 31, 2024 100.30 3,693 3.07 — Granted — — N/A — Exercised 119.88 ( 2,335 ) N/A — Forfeited 97.63 ( 1,605 ) N/A — Outstanding, December 31, 2025 106.11 4,185 2.13 — Exercisable and vested, December 31, 2025 102.27 3,047 2.06 — F- 56 Sadot Group Inc. Notes to the Consolidated Financial Statements A summary of warrants activity is presented below: Schedule of Warrants Activity Weighted-average exercise price Number of Warrants Weighted-average remaining life (in years) Aggregate intrinsic value $ $’000 Outstanding, December 31, 2023 196.90 173,800 2.61 — Granted — — N/A — Exercised — — N/A — Forfeited 314.70 ( 14,498 ) N/A — Outstanding, December 31, 2024 186.20 159,302 1.82 — Exercisable, December 31, 2024 186.20 159,302 1.82 — Granted 12.50 12,504 4.85 — Exercised — — N/A — Forfeited 330.13 ( 39,974 ) N/A — Outstanding, December 31, 2025 178.57 131,843 1.19 — Exercisable, December 31, 2025 178.57 131,843 1.19 — 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 $ 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. F- 57 Sadot Group Inc. Notes to the Consolidated Financial Statements 22. Related Party Transactions The Company held a Special Shareholder Meeting on February 28, 2023. At the meeting, the shareholders approved (i) the Services Agreement whereby Sadot LLC engaged Aggia, to provide certain advisory services to Sadot Agri-Food for managing Sadot Agri-Food’s business of wholesaling food and engaging in the purchase and sale of physical food commodities; (ii) an amendment of the Company’s articles of incorporation to increase the number of authorized shares of common stock from 5,000,000 to 15,000,000 ; (iii) for purposes of complying with NASDAQ Listing Rule 5635(b), the issuance of the Shares pursuant to the Services Agreement entered between the Company, Sadot LLC and Aggia representing more than 20 % of our common stock outstanding, which would result in a “change of control” of the Company under applicable Nasdaq listing rules; (iv) for purposes of complying with NASDAQ Listing Rule 5635(c), the issuance of up to 1,442,428 Shares of Common Stock to Aggia pursuant to the Services Agreement and net income generated thresholds; (v) the right of Aggia to nominate up to eight directors to the Board of Directors subject to achieving net income thresholds as set forth in the Services Agreement; and (vi) the adoption of the 2023 Equity Incentive Plan. The shareholders of the Company subsequently approved an increase in the authorized shares of common stock from 15,000,000 to 20,000,000 at the Company’s Annual Meeting held on December 20, 2023. As of December 31, 2025, Aggia owned 4.4 % of the Company’s common stock. During the year ended December 31, 2025 and 2024, the Company recorded Stock-based consulting expense of $ 1.0 million and $ 5.9 million, respectively to its related party, Aggia for consulting services rendered. Additionally, for the year ended December 31, 2025 and 2024, the Company reimbursed Aggia for all operating costs related to Sadot Agri-Foods of $ 1.9 million and $ 3.8 million, respectively. See Note 18 – Commitments and contingencies for additional information. In 2024 the Company has engaged Newton Incorporated, an investor relations firm owned and operated by our Chief Executive Officer, Chagay Ravid, to provide investor relations and strategic communications services. Newton was engaging other sub contractors for IR services in Europe. This arrangement was entered into prior to Mr. Ravid’s appointment as Chief Executive 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. 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. The Company will continue to monitor and evaluate its related party transactions to ensure that they are conducted in accordance with applicable laws and regulations and in the best interests of the Company and its shareholders. 23. Subsequent Events Employment Agreements 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”). F- 58 Sadot Group Inc. Notes to the Consolidated Financial Statements 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. Roper’s 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 foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The Company intends to engage Mr. Roper on a consulting basis going forward. Effective as of January 5, 2026, the Company terminated the employment of Aimee Infante as the Company’s Chief Marketing Officer. There is no separation agreement between the Company and Ms. Infante. Ms. Infante’s Executive Employment Agreement, dated November 16, 2022, terminated in connection with the termination of her employment. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 8, 2026, the Company received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is no longer in compliance with Nasdaq Listing Rule 5620(a), which requires the Company to hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end. The Nasdaq letter states that the Company now has 45 calendar days, or until February 22, 2026, to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq can grant an exception of up to 180 calendar days from the fiscal year end, or until June 29, 2026, to regain compliance. Nasdaq will consider factors such as the likelihood that the annual meeting can be held within the exception period, the Company’s compliance history, the reasons for the delay, corporate events that may occur during the review period, the Company’s overall financial condition, and its public disclosures. The Company submitted a plan of compliance on February 16, 2026. On March 9, 2026, Nasdaq advised the Company that it granted the Company an extension until June 29, 2026, to regain compliance with Nasdaq Listing Rule 5620(a) by holding an annual meeting of shareholders. Entry into a Material Definitive Agreement On February 6, 2026, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain accredited investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell, and the Purchasers agreed to purchase, 8% Unsecured Original Issue Discount Debentures (the “Debentures”) in the aggregate principal amount of up to $ 1,086,956 .52 (with a funded amount of $ 1,000,000 after giving effect to an 8% original issue discount). The Debentures were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder. The financing closed on February 9, 2026. F- 59 Sadot Group Inc. Notes to the Consolidated Financial Statements The Debentures mature on the earlier of (i) May 30, 2026, (ii) four months from the original issue date (May 30, 2026), or (iii) the closing of any debt or equity financing by the Company resulting in gross proceeds of at least $ 5,000,000 . The Debentures do not bear regular interest but are issued at an 8% original issue discount. The Company has the option to prepay the Debentures at any time at the principal amount. As additional consideration, the Company issued an aggregate of 300,000 shares of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”), to the Purchasers on a pro rata basis (the “Incentive Shares”). The SPA contains customary representations, warranties, covenants, and closing conditions. The Debentures contain negative covenants restricting the Company from incurring additional indebtedness (subject to permitted exceptions), creating liens, amending charter documents in a materially adverse manner, repurchasing equity or other indebtedness (with limited exceptions), paying dividends, or entering into affiliate transactions without Required Holders’ (holders of at least 50% plus $1.00 of the principal amount) consent. Events of default include non-payment, breaches of covenants, bankruptcy events, cross-defaults on material indebtedness, and other customary events. On January 29, 2026, the Company entered into an Engagement Agreement for Advisory Services (the “Engagement Agreement”) with RBW Capital Partners LLC and Dawson James Securities, Inc. (collectively, the “Financial Advisor”), pursuant to which the Financial Advisor provided advisory services in connection with the private debt transaction. The Company paid a one-time advisory fee of $10,000 at closing. The Engagement Agreement includes provisions for an exclusive placement agent engagement for four months post-closing, indemnification, and other standard terms. Entry into a Material Definitive Agreement. On February 11, 2026, the Company entered into a Securities Purchase Agreement (the “Preferred SPA”) with Stanley Hills, LLC (the “Preferred Purchaser”), pursuant to which the Company agreed to issue and sell to the Preferred Purchaser 10,000 shares of the Company’s newly designated Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), for an aggregate purchase price of $ 145,244 (the “Transaction”). On March 2, 2026, the Company entered into a First Amendment to Stock Purchase Agreement (the “SPA Amendment”) with the Preferred Purchaser, amending the Preferred SPA T he SPA Amendment amends the terms of the Series A Preferred Stock by reducing (i) the Stated Value from $14.5244 per share to $5.1596 per share and (ii) the voting rights from 14.5244 votes per share (aggregate 145,244 votes across 10,000 shares) to 5.1596 votes per share (aggregate 51,596 votes across 10,000 shares). All other material terms of the Original SPA and the Series A Preferred Stock remain unchanged. The SPA Amendment was entered into to reduce the Company’s potential redemption and liquidation exposure and to align the voting power with current corporate governance and Nasdaq compliance objectives. The terms of the Series A Preferred Stock are set forth in the Certificate of Designation of Series A Preferred Stock (the “Certificate of Designation”) filed with the Nevada Secretary of State on February 11, 2026 and the Certificate of Amendment to Designation (After Issuance of Class or Series) with the Nevada Secretary of State filed with the Nevada Secretary of State on March 5, 2026. The SPA contains customary representations, warranties, and covenants by the Company and the Purchaser. The Transaction was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D. Nasdaq Compliance On March 9, 2026, the Company received a letter from Nasdaq notifying it of non-compliance with Listing Rule 5640 arising from the voting rights of the Series A Preferred Stock issued February 11, 2026. On March 2, 2026, the Company filed the First Amendment to Stock Purchase Agreement and Certificate of Amendment reducing the stated value to $5.1596 per share and voting rights to 5.1596 votes per share. On March 13, 2026, Nasdaq confirmed the Company had regained compliance and closed the matter. F- 60 Sadot Group Inc. Notes to the Consolidated Financial Statements Lease Termination and Landlord Repossession In January 2026, the Company was notified by the landlord of its leased office space that the Company was in default under the lease and that the landlord had retaken possession of the premises. The Company had paid rent through December 31, 2025 and occupied the premises through December 2025 and for a limited period in January 2026. At the time of repossession, the lease had a remaining contractual term through March 2029, representing approximately 38 months of remaining lease payments. This matter represents a non-recognized subsequent event as of December 31, 2025. Accordingly, no adjustments have been made to the accompanying consolidated financial statements. The financial statement impact, if any, will be recognized in the period in which it is incurred. Shareholder Approval of Material Proxy Proposals On April 13, 2026, the Company’s shareholders approved the material proposals presented at the Annual Meeting of Shareholders. The following approvals have a direct or potential financial impact and are therefore disclosed in detail: 1. Increase in Authorized Shares – Amendment of the Company’s articles of incorporation to increase the number of authorized shares of common stock from 2,000,000 to 250,000,000 shares and the number of authorized preferred shares to 10,000,000. This provides the Company flexibility for equity financing, acquisitions, and equity-based compensation. 2. Equity Incentive Plan – Adoption of the Sadot Group Inc. 2025 Equity Incentive Plan, authorizing the issuance of up to 7,000,000 shares of common stock to employees, directors, and consultants. 3. Potential Issuances Related to Financing and Settlements – Approval of potential issuances of common stock in connection with: o conversion of outstanding convertible notes, and o settlement arrangements, including obligations under the Aggia LLC settlement and other previously disclosed agreements. 4. Ratification of Auditors – Ratification of the appointment of the Company’s independent registered public accounting firm for fiscal year 2025. Board of Directors Election and Other Advisory Matters The shareholders also elected all director nominees as presented in the proxy and approved other advisory matters, including say-on-pay votes. These votes do not have a direct financial impact and are summarized for completeness. Evaluation of Subsequent Events The Company has evaluated subsequent events through the date these financial statements were issued and determined that no additional events require recognition or disclosure. 61