What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2025-11-19 · 1478 added, 1240 removed, 242 unchanged (92% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

September 30, 2025 December 31, 2024

March 31, 2026

December 31, 2025

Current assets:

Cash 581 1,786

Accounts receivable, net of allowance for doubtful accounts of $ 2.3 million and $ 0.1 million as of September 30, 2025 and December 31, 2024, respectively

29,054 18,014

Inventory 154 717

Assets held for sale 5,016 5,196

Cash (includes $ 0.27 million of restricted cash as of March 31, 2026 and December 31, 2025)

Accounts receivable, net of allowance for doubtful accounts of $ 28.1 million and $ 27.8 million as of March 31, 2026 and December 31, 2025, respectively

Other current assets

1 unchanged sentence

Property and equipment, net

Right to use assets

Other non-current assets

Total assets 72,963 164,654

LIABILITIES AND EQUITY

1 unchanged sentence

Accounts payable and accrued expenses

Notes payable, current, net of discount of $ 0.6 million and $ 0.9 million as of September 30, 2025 and December 31, 2024, respectively

Deferred revenue, current — 2,251

Liabilities held for sale 2,142 2,333

Notes payable, current, net of discount of $ 1.0 million and $ 0.1 million as of March 31, 2026 and December 31, 2025, respectively

Other current liabilities

Total current liabilities

Notes payable, non-current 47 —

Other non-current liabilities

Total liabilities

Common stock, $ 0.0001 par value, 2,000,000 shares authorized, 1,041,281 and 522,514 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Contingencies and Commitments

Shareholders’ (Deficit):

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 10,000 and 0 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively

Common stock, $ 0.0001 par value, 2,000,000 shares authorized, 1,814,167 and 1,549,080 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Receivable from issuance of preferred stock

Additional paid-in capital

2 unchanged sentences

Total Sadot Group Inc.

shareholders' equity 20,726 29,193

shareholders’ deficit

Non-controlling interest

Total stockholders’ equity 23,684 32,373

Total liabilities and stockholders’ equity 72,963 164,654

See Accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited)

Total shareholders’ deficit

Total liabilities and shareholders’ deficit

See Accompanying Notes to the Condensed Consolidated

Financial Statements (Unaudited)

Sadot Group Inc.

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

$’000 $’000 $’000 $’000

Condensed Consolidated Statement of Operations

and Other Comprehensive (Loss) / Income

Three Months Ended March 31,

Commodity sales

Other revenues 17 — 69 —

Cost of goods sold

3 unchanged sentences

Sales, general and administrative expenses

Income / (loss) from operations ( 14,335 ) 2,473 ( 11,089 ) 5,078

(Loss) / Income from operations

Interest expense, net

Change in fair value of stock-based compensation

Loss on abandonment of lease

Loss on litigation

Loss on debt extinguishment

Income / (loss) for continuing operations before income tax ( 15,222 ) 1,762 ( 14,168 ) 4,821

(Loss) / Income for continuing operations before income tax

Income tax expense

Net income / (loss) for continuing operations ( 15,224 ) 1,759 ( 14,170 ) 4,812

Net (Loss) / Income for continuing operations

Discontinued Operations:

Income / (loss) for discontinued operations, net of income tax ( 38 ) ( 665 ) 14 ( 1,713 )

Net income / (loss) for discontinued operations ( 38 ) ( 665 ) 14 ( 1,713 )

Net income / (loss) ( 15,262 ) 1,094 ( 14,156 ) 3,099

(Loss) / Income for discontinued operations, net of income tax

Net (Loss) / Income for discontinued operations

Net (Loss) / Income

Net loss attributable to non-controlling interest

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

( 15,189 ) 1,163 ( 13,862 ) 3,268

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

Basic ( 17.38 ) 3.89 ( 21.04 ) 11.23

Diluted ( 17.38 ) 3.65 ( 21.04 ) 10.58

Net income/ (loss) from discontinued operations per share:

Basic ( 0.04 ) ( 1.42 ) 0.02 ( 3.86 )

Diluted ( 0.04 ) ( 1.33 ) 0.02 ( 3.64 )

Weighted-average # of common shares outstanding:

Basic 871,759 469,335 659,565 443,607

Diluted 871,759 501,134 659,565 470,796

See Accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

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

Net (loss) / income from discontinued operations per share:

Weighted-average number of common shares outstanding:

See Accompanying Notes to the Condensed Consolidated

Financial Statements (Unaudited)

Sadot Group Inc.

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

Condensed Consolidated Statement of Operations

and Other Comprehensive (Loss) / Income

(Unaudited) (Continued)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

$’000 $’000 $’000 $’000

Net income / (loss) ( 15,262 ) 1,094 ( 14,156 ) 3,099

Other comprehensive income / (loss)

Three Months Ended March 31,

Net (Loss) / Income

Other comprehensive (Loss) / Income

Foreign exchange translation adjustment

1 unchanged sentence

Total other comprehensive loss

Total comprehensive income / (loss) ( 15,263 ) 1,089 ( 14,214 ) 2,911

Total comprehensive (Loss) / Income

Comprehensive loss attributable to non-controlling interest

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

( 15,190 ) 1,158 ( 13,920 ) 3,080

See Accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited)

Total comprehensive (Loss) / Income attributable to Sadot Group Inc.

See Accompanying Notes to the Condensed Consolidated

Financial Statements (Unaudited)

Sadot Group Inc.

Condensed Consolidated Statement of Changes in Stockholders' Equity

Common Stock Additional

Capital Accumulated

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

Shares Amount

$’000 $’000 $’000 $’000 $’000 $’000

Condensed Consolidated Statement of Changes in

Shareholders’ Equity/(Deficit)

Preferred Stock

Receivable from Preferred Stock

Accumulated Other Comprehensive (Loss) /

Non-controlling

Balance at December 31, 2025

Common stock compensation to board of directors 1,056 — 42 — — — 42

Common stock issued as compensation for services 5,834 — 175 — — — 175

Conversion of convertible loan 28,414 — 965 — — — 965

Stock based compensation - vesting of options and restricted stock awards 2,391 — 111 — — — 111

Unrealized loss, net of income tax — — — — ( 60 ) — ( 60 )

Net loss — — — ( 265 ) — ( 48 ) ( 313 )

Balance at March 31, 2024 442,342 — 109,285 ( 87,444 ) ( 52 ) 3,388 25,177

Common stock issued as compensation for services 13,990 — 535 — — — 535

Stock based compensation - vesting of options and restricted stock awards 3,318 — 146 — — — 146

Foreign exchange translation adjustment — — — — 3 — 3

Unrealized loss, net of income tax — — — — ( 126 ) — ( 126 )

Net income — — — 2,369 — ( 52 ) 2,317

Balance at June 30, 2024 459,650 — 109,966 ( 85,075 ) ( 175 ) 3,336 28,052

Common stock compensation to board of directors — — — — — — —

Common stock issued as compensation for services 16,865 — 723 — — — 723

Conversion of convertible loan 22,178 1 819 — — — 820

Common stock issued in connection with debt financing

Issuance of Preferred Stock, cash receivable

Stock based compensation - vesting of options and restricted stock awards

Foreign exchange translation adjustment

Unrealized loss, net of income tax — — — — ( 1 ) — ( 1 )

Reconciliation of post-split shares outstanding per transfer agent 26 — — — — — —

Net loss — — — 1,163 — ( 69 ) 1,094

Balance at September 30, 2024 502,037 1 111,650 ( 83,912 ) ( 180 ) 3,267 30,826

See Accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited)

Sadot Group Inc.

Condensed Consolidated Statement of Changes in Stockholders' Equity

(Unaudited) (Continued)

Common Stock Additional

Capital Accumulated

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

Shares Amount

$’000 $’000 $’000 $’000 $’000 $’000

Balance at March 31, 2026

See Accompanying Notes to the Condensed Consolidated

Financial Statements (Unaudited)

Additional Paid-in Capital

Accumulated Deficit

Accumulated Other Comprehensive Income /

Non-controlling

Balance at December 31, 2024

5 unchanged sentences

Balance at March 31, 2025

Common stock issued as compensation for services 7,768 — 108 — — — 108

Stock based compensation - vesting of options and restricted stock awards 8,122 — 259 — — — 259

Conversion of convertible loan 123,911 — 1,552 — — — 1,552

Foreign exchange translation adjustment — — — — ( 59 ) — ( 59 )

Unrealized gain — — — — 88 — 88

Net income / (loss) — — — 389 — ( 103 ) 286

Balance at June 30, 2025 681,054 1 114,923 ( 81,860 ) ( 84 ) 2,959 35,939

Common stock issued as compensation for services 5,000 — 48 — — — 48

Common stock issued for cash, net of expenses 308,219 — 2,425 — — — 2,425

Cash exercise of warrants and warrant modification 37,063 — — — — — —

Cash exercise of warrants — — 168 — — — 168

Stock based compensation - vesting of options and restricted stock awards 9,940 — 367 — — — 367

Foreign exchange translation adjustment — — — — ( 1 ) — ( 1 )

Shares issued due to fractional shares resulting from reverse stock split 5 — — — — — —

Write-off of closed subsidiary - non-controlling interest — — — ( 72 ) — 72 —

Net income / (loss) — — — ( 15,189 ) — ( 73 ) ( 15,262 )

Balance at September 30, 2025 1,041,281 1 117,931 ( 97,121 ) ( 85 ) 2,958 23,684

See Accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited)

See Accompanying Notes to the Condensed Consolidated

Financial Statements (Unaudited)

Sadot Group Inc.

Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30,

Three Months Ended March 31,

Cash Flows from Operating Activities

Net income (loss)

Adjustments to reconcile net income / (loss) to net cash (used in) / provided by operating activities:

Adjustments to reconcile net (loss) / income to net cash (used in) / provided by operating activities:

Depreciation and amortization

4 unchanged sentences

Bad debt expense

Loss on debt extinguishment 192 —

Impairment of fixed assets

Changes in operating assets and liabilities:

Accounts receivable, net

Inventory 563 1,301

Other current assets

9 unchanged sentences

Cash Flows from Investing Activities

Purchases of property and equipment — ( 13 )

Disposal of property and equipment — 12

Net cash provided by (used in) investing activities

2 unchanged sentences

Proceeds from notes payable

Proceeds from issuance of common stock 2,425 —

Repayments of notes payable

1 unchanged sentence

Net cash used in financing activities - discontinued operations

Foreign exchange translation adjustment ( 58 ) ( 1 )

Net Decrease in Cash ( 1,205 ) ( 392 )

Cash – beginning of period 1,786 1,354

Cash – end of period 581 962

See Accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited)

Sadot Group Inc.

Condensed Consolidated Statements of Cash Flows (Continued)

Nine Months Ended September 30,

Foreign exchange effect on cash and restricted cash

Net Increase (Decrease) in Cash

Cash – beginning of period (includes $0.27 million of restricted cash as of March 31, 2026 and 2025)

Cash – end of period (includes $0.27 million of restricted cash as of March 31, 2026 and 2025)

See Accompanying Notes to the Condensed Consolidated

Financial Statements (Unaudited) Sadot Group Inc.

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

Supplemental Disclosures of Cash Flow Information:

Cash paid for interest

Cash paid for taxes — 19

Supplemental Disclosures of Non-Cash Investing and Financing Activities

Conversion of notes payable into common stock ( 1,241 ) 1,784

Conversion of stock 1,241 —

Exchange of accounts receivable for equity securities ( 13,404 ) —

Exchange of accounts payable for equity securities 8 —

Issuance of common stock as equity issuance costs 100 —

See Accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited)

Shares issued for OID

Note Payable OID

See Accompanying Notes to the Condensed Consolidated

Financial Statements (Unaudited)

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Business Organization and Nature of Operations

to the Condensed Consolidated Financial Statements (Unaudited)

Organization and Nature of Operations

Sadot Group Inc.

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

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

Sadot Group is headquartered in Burleson, Texas with subsidiary operations throughout the world.

As of September 30, 2025, Sadot Group consisted of one distinct operating unit and one discontinued operations.

(“Sadot Group” or “SGI”

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

late 2022, SGI was planning to transform 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.

Effective December 4, 2025, the Company completed the sale of substantially all assets of its Sadot Food

Services segment due to the discontinued operations and sale of its remaining food service group to Marv Brands on December 4, 2025.

Sadot LLC (“Sadot Agri-Foods”):

Sadot Group’s largest operating unit is a global Agri-Foods company engaged in farming, commodity trading and shipping of food and feed (e.g., soybean meal, wheat and corn) via dry bulk cargo ships across the globe.

Sadot Agri-Foods competes with the ABCD commodity companies (ADM, Bunge, Cargill, Louis-Dreyfus) as well as many regional organizations.

Sadot Agri-Foods operates, through a majority owned subsidiary, a roughly 5,000 acre crop producing farm in Zambia with a focus on major commodities such as wheat, soy and corn alongside high-value tree crops such as avocado and mango.

In addition, the Company holds a deposit on farmland in Indonesia.

Sadot Agri-Foods was formed as part of the Company’s diversification strategy to own and operate, through its subsidiaries, the business lines throughout the food supply chain.

Given the performance in Q3 the Company is reviewing business options for Q4.

Group’s operating unit was intended to be a global agri-foods company engaged in farming, commodity trading and shipping of food

and feed (e.g., soybean meal, wheat and corn) via dry bulk cargo ships across global markets.

Sadot Agri-Foods competes with the ABCD

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

During 2025, the Company undertook

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

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

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

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

as avocado and mango.

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

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

The Company has

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

The appeals process is ongoing and is expected to be resolved

within approximately 12 months;

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

The Company continues to evaluate its agri-food operations

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

long-term shareholder value creation.

Sadot Restaurant Group, LLC (“Sadot Food Services”):

had three unique “healthier for you” concepts, including two fast casual restaurant concepts, Pokémoto and Muscle Maker Grill.

During 2024, the Company operated a subscription-based fresh prep meal concept, SuperFit Foods, which was sold in August 2024.

Throughout 2024 the remaining corporate owned restaurants were sold and converted into franchise locations or closed.

As of the end of 2024 the Company only operates as the franchisor for Pokémoto and Muscle Maker Grill restaurants.

This entire operating segment was identified as held for sale and reported as discontinued operations.

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

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

SuperFit Foods was sold in August 2024.

Throughout 2024,

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

As a result, by the end of 2024,

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

In prior periods, the Sadot Food Services operating

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

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

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

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

to MARV Brands of America LLC and MARV Brands Inc.

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

December 4, 2025.

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

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

The subsidiaries comprising the Sadot Food Services

segment were not sold.

As a result of the transaction, the Company has exited

its restaurant and franchise operations.

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

for all periods presented.

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

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

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

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

to the Condensed Consolidated Financial Statements (Unaudited)

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 listing requirements.

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 condensed consolidated financial

statements have been adjusted to reflect the Reverse Stock Split.

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.

Working Capital

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

September 30, 2025 December 31, 2024

Cash 581 1,786

We measure our liquidity in a number of ways, including

the following:

Schedule of We measure our liquidity in a number

March 31, 2026

December 31, 2025

Cash (includes $0.27 million of restricted cash as of March 31, 2026 and December 31, 2025)

Accounts Receivable, net

Inventory 154 717

Other current assets (1)

12,864 126,966

Assets held for sale (2)

Total current assets

2 unchanged sentences

Other current liabilities (2)

Liabilities held for sale (4)

Total current liabilities

Working capital (3)

( 1,471 ) 20,509

Current ratio (4)

(1) Consists of VAT, prepaid expenses, derivative assets, derivative contracts, Notes receivable, current, deposit on farmland and deposit on acquisition.

(2) See Note 4 for additional information

(3) Consists of Operating lease liability, current, derivative liability, current and derivative contracts

(4) See Note 4 for additional information

(5) Working Capital is defined as Total current assets less Total current liabilities

(6) Current ratio is defined as Total current assets divided by Total current liabilities

Going Concern

The accompanying Unaudited Condensed 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.

As of September 30, 2025, the Company had a cash balance, a working capital deficit and an accumulated deficit of $ 0.6 million, $ 1.5 million, and $ 97.1 million, respectively.

During the three and nine months ended September 30, 2025, the Company generated Net loss of $ 15.3 million and $ 14.2 million, respectively.

The Company had Net cash used in operations of $ 7.2 million for the nine months ended September 30, 2025.

The Company’s current assets, consisting primarily of inventories and 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, all of the Company’s outstanding debt obligations mature on December 31, 2025, 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 Unaudited Condensed Consolidated Financial Statements to assess whether conditions exist that raise substantial doubt regarding the Company’s ability to continue as a going concern.

(1) Consists of VAT, prepaid expenses, and current

notes receivable.

(2) Consists of Operating lease liability and other

current liabilities.

(3) Working Capital is defined as Total current assets

less Total current liabilities

(4) Current ratio is defined as Total current assets

divided by Total current liabilities

Going Concern, and Management Plans

The accompanying Unaudited Condensed 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.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

To manage the timing differences in converting assets to cash, the Company increased its borrowings by approximately $ 1.3 million during the three months ended September 30, 2025, and subsequently entered into additional short-term borrowing arrangements as described in Note 24 – Subsequent events.

These borrowings and the equity line of credit are expected to support near-term liquidity needs.

While there is no assurance that the borrowings and the equity line of credit 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.

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 Unaudited Condensed 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.

Significant Accounting Policies

to the Condensed Consolidated Financial Statements (Unaudited)

The Company’s primary source of liquidity is

cash on hand, working capital and borrowings.

At March 31, 2026, the Company had a working capital deficit (defined as total current assets

less total current liabilities) of $ 57.8 million, representing a increase of $3.0 million compared to working capital deficit of $ 54.8

million at December 31, 2025.

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

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

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

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

The Company’s current assets have historically

consisted primarily of accounts receivable.

Although substantially all accounts receivable are fully reserved through an allowance for

credit losses, delays in converting these assets to cash have contributed to working capital constraints.

The Company’s ability

to continue as a going concern is dependent upon its ability to raise additional capital, not 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.

However, a few

were extended until June 4, 2026 and the rest remain in default.

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 Unaudited Condensed 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.

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 Unaudited Condensed Consolidated

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

amounts and classification of liabilities that might result from the outcome of this uncertainty.

If the Company does not raise sufficient

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

Accounting Policies

Basis of Presentation

The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information.

Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the Unaudited Condensed Consolidated Financial Statements of the Company as of September 30, 2025, and for the three and nine months ended September 30, 2025, and 2024.

The results of operations for the three and nine months ended September 30, 2025, and 2024 are not necessarily indicative of the operating results for the full year.

It is suggested that these Unaudited Condensed Consolidated Financial Statements be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on March 11, 2025.

The accompanying Unaudited Condensed Consolidated

Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

for interim financial information.

Accordingly, they do not include all of the information and disclosures required by accounting principles

generally accepted in the United States of America for annual financial statements.

In the opinion of management, such statements include

all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the Unaudited Condensed

Consolidated Financial Statements of the Company as of March 31, 2026, and for the three months ended March 31, 2026, and 2025.

results of operations for the three months ended March 31, 2026, and 2025 are not necessarily indicative of the operating results for

the full year.

It is suggested that these Unaudited Condensed Consolidated Financial Statements be read in conjunction with the financial

statements and notes thereto for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”)

on April 29, 2026.

The Balance Sheet as of December 31, 2025, has been derived from the Company’s audited Financial Statements.

Principles of Consolidation

The accompanying Unaudited Condensed 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 period balances have been reclassified in order to conform to current period 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.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The table below summarizes the effect of the reclassification on the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Income / (Loss) for the three and nine months ended September 30, 2024:

Three Months Ended September 30, 2024

As Previously Reported Reclassification As Reclassified % Change

$’000 $’000 $’000 %

Cost of goods sold ( 198,708 ) 5,461 ( 193,247 ) ( 2.7 ) %

Gross profit / (loss) 2,198 5,461 7,659 ( 248.5 ) %

Gain on fair value remeasurement 5,461 ( 5,461 ) — ( 100.0 ) %

Net Income 1,094 — 1,094 — %

Nine Months Ended September 30, 2024

As Previously Reported Reclassification As Reclassified % Change

$’000 $’000 $’000 %

Cost of goods sold ( 476,961 ) 12,513 ( 464,448 ) ( 2.6 ) %

Gross profit / (loss) 3,745 12,513 16,258 ( 334.1 ) %

Gain on fair value remeasurement 11,995 ( 11,995 ) — ( 100.0 ) %

Gain on hedge contracts 518 ( 518 ) — ( 100.0 ) %

Net Income 3,099 — 3,099 — %

to the Condensed Consolidated Financial Statements (Unaudited)

Principles of Consolidation

The accompanying Unaudited Condensed 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.

Use of Estimates

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

The preparation of financial statements in conformity

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures

of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting

Management bases its estimates on historical experience

and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making

judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

Significant estimates include,

• the assessment of recoverability of long-lived assets, including property and equipment, goodwill and intangible assets;

• the estimated useful lives of intangible and depreciable assets;

• estimates and assumptions used to value warrants and options;

• the recognition of revenue;

• the recognition, measurement and valuation of current and deferred income taxes;

• the valuation of derivative instruments and hedging activities.

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.

but are not limited to:

assessment of recoverability of long-lived assets, including property and equipment, goodwill

and intangible assets;

estimated useful lives of intangible and depreciable assets;

and assumptions used to value warrants and options;

recognition of revenue;

recognition, measurement and valuation of current and deferred income taxes.

Estimates and assumptions are periodically reviewed,

and the effects of any material revisions are reflected in the financial statements in the period that they are determined to be necessary.

Actual results could differ from those estimates and assumptions.

Cash and Cash Equivalents

The Company considers all highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents.

There were no cash equivalents as of September 30, 2025 or December 31, 2024.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 March 31,

2026 or December 31, 2025.

As of March 31, 2026, 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 Agri-Foods of $ 29.1 million and $ 18.0 million net of doubtful accounts of $ 2.3 million and $ 0.1 million as of September 30, 2025, and December 31, 2024, respectively.

From time to time the Company may set aside and/or assign accounts receivables towards the acquisition of various assets.

There was an Accounts Receivable, net balance of $ 29.1 million and $ 18.0 million on September 30, 2025 and December 31, 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.

Accounts Receivable consists of receivables related

to Sadot Agri-Foods of nil and $0.4 million net of doubtful accounts of $ 28.1 million and $ 27.8 million as of March 31, 2026, and December

31, 2025, 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.

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

Factoring Agreements

As of September 30, 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 $ 3.9 million in cash advances, which are included in Notes Payable on the Unaudited Condensed Consolidated Balance Sheets.

The transferred receivables, with an original carrying value of $ 4.7 million as of September 30, 2025, payments were made by the customers and $ 3.8 million remain recorded in Accounts receivable as of September 30, 2025, as the Company has not surrendered control over the assets.

The difference of $ 0.8 million primarily reflects the advances held by the factor of $ 0.5 million and factoring fees of $ 0.3 million.

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 Unaudited Condensed Consolidated Statements of Income and Other Comprehensive Income / (Loss).

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 September 30, 2025, the Company has pledged $ 3.9 million of accounts receivable as collateral under this facility.

Please see Note 18 – Commitments and contingencies for additional information regarding pending litigation.

Inventory, which are stated at the lower of cost or net realizable value, related to Sadot Agri-foods was $ 0.2 million and $ 0.7 million as of September 30, 2025 and December 31, 2024, respectively.

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

As of March 31, 2026, 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 Unaudited Condensed Consolidated Balance Sheets.

The transferred

receivables had an original carrying value of $ 4.7 million as of March 31, 2026.

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 March 31, 2026, 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 Unaudited Condensed 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 March 31, 2026, 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 15 – Commitments and contingencies for additional

information regarding pending litigation.

Assets held for sale

In the first quarter of 2024, the Company classified its Sadot food services segment as held for sale.

Assets and liabilities of disposal group(s) are classified as held for sale when:

• management, having the authority to approve action, commits to a plan to sell,

• the disposal group(s) are available for immediate sale in present condition,

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

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

In the first quarter of 2024, the Company classified

its Sadot Food Services segment as held for sale.

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

Assets and liabilities of disposal group(s) are classified

as held for sale when:

● management,

having the authority to approve action, commits to a plan to sell,

disposal group(s) are available for immediate sale in present condition,

active program to locate a buyer and other actions required to complete the plan to sell

have been initiated,

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

sale is actively marketed at a reasonable price reflecting its current fair value,

it is unlikely that significant changes to the plan will be made or that the plan will be

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.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

• the sale is actively marketed at a reasonable price reflecting its current fair value,

• and it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The Company initially measures a disposal group that is classified as held for sale at the lower of its carrying value or fair value less cost to sell.

Any impairment loss resulting from this initial measurement is recognized in the period in which the held for sale criteria described above, is met.

Conversely, gains are not recognized on the sale of a disposal group until the date of sale.

The Company assesses the fair value of a disposal group, less costs to sell, at each reporting period that it remains as held for sale, with any changes as a result of the assessment adjusting the carrying value of the disposal group, but not in excess of the cumulative loss previously recognized on the disposal group.

Following their classification as held for sale, assets are not depreciated or amortized.

Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognized.

to the Condensed Consolidated Financial Statements (Unaudited)

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.

The estimated useful lives are as follows:

Furniture and Equipment 3 – 7 years

Leasehold Improvements 1 – 8 years

Vehicles 5 - 10 years

Land Improvements 3 - 20 years

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 to use 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.

Right to use 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.

Intangible Assets

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

The Company accounts for recorded intangible assets

in accordance with the Accounting Standards Codification (“ASC’) 350 “Intangibles – Goodwill and Other”.

In accordance with ASC 350, the Company does not amortize intangible assets having indefinite useful lives.

The Company’s goodwill has an indefinite life and is not amortized.

The Company's goodwill and intangible assets with a finite life are evaluated for impairment at least annually, or more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable.

ASC 350 requires that goodwill and intangible assets be tested for impairment at the reporting unit level (operating segment or one level below an operating segment).

Application of the impairment testing requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill and intangible assets to reporting units, and determining the fair value.

Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions.

Changes in these estimates and assumptions could materially affect the determination of fair value and/or impairment.

The Company’s goodwill

has an indefinite life and is not amortized.

The Company’s goodwill and intangible assets with a finite life are evaluated for impairment

at least annually, or more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable.

ASC 350 requires that goodwill and intangible assets be tested for impairment at the reporting unit level (operating segment or one level

below an operating segment).

Application of the impairment testing requires judgment, including the identification of reporting units,

assigning assets and liabilities to reporting units, assigning goodwill and intangible assets to reporting units, and determining the

Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows,

determining appropriate discount rates and other assumptions.

Changes in these estimates and assumptions could materially affect the determination

of fair value and/or impairment.

In the first quarter of 2024, the intangible assets were moved to assets held for sale.

The assets related

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

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

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.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

When circumstances, such as adverse market conditions,

indicate that the carrying value of a long-lived asset may be impaired, the Company performs an analysis to review the recoverability

of the asset’s carrying value, which includes estimating the undiscounted cash flows (excluding interest charges) from the expected

future operations of the asset.

These estimates consider factors such as expected future operating income, operating trends and prospects,

as well as the effects of demand, competition and other factors.

If the analysis indicates that the carrying value is not recoverable

from future cash flows, an impairment loss is recognized to the extent that the carrying value exceeds the estimated fair value.

Any impairment

losses are recorded as operating expenses, which reduce net income.

Convertible Instruments

The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”).

If the instrument is determined not to be a derivative liability, the Company then evaluates for the existence of a beneficial conversion feature by comparing the market price of the Company’s common stock as of the commitment date to the effective conversion price of the instrument.

As of September 30, 2025 and December 31, 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.

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.

No observable price changes or indicators of impairment were identified as of September 30, 2025.

Additional information, significant inputs, and Level 3 roll forward is provided in Note 20 – Fair value measurement.

The following table shows the investments in equity securities:

Beginning balance at December 31, 2024 —

Additions 13,413

for observable price changes —

Impairments —

Ending balance at September 30, 2025 13,413

The Company evaluates its convertible instruments

to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately

accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”).

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

to the Condensed Consolidated Financial Statements (Unaudited)

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 March 31, 2026 and December 31, 2025,

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

Related Parties

A party is considered to be related to the Company if the party directly, indirectly, or through one or more intermediaries, controls, is controlled by, or is under common control with the Company.

Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

A party is considered to be related to the Company

if the party directly, indirectly, or through one or more intermediaries, controls, is controlled by, or is under common control with

Related parties also include principal owners of the Company, its management, members of the immediate families of principal

owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly

influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully

pursuing its own separate interests.

A party which can significantly influence the management or operating policies of the transacting

parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that

one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Revenue Recognition

The Company’s revenues consist of Commodity sales, Restaurant sales, Franchise royalties and fees, Franchise advertising fund contributions, and Other revenues.

The Company’s revenues consist of Commodity

sales and Other revenues.

The Company recognizes revenues according to Topic 606 of FASB, “Revenue from Contracts with Customers”.

Under the guidance, revenue is recognized in accordance with a five-step revenue model, as follows:

(1) identifying the contract with the customer;

(1) identifying the contract with

the customer;

(2) identifying the performance obligations in the contract;

(3) determining the transaction price;

(4) allocating the transaction price to the performance obligations;

(4) allocating the transaction

price to the performance obligations;

and (5) recognizing revenue when (or as) the entity satisfies a performance obligation.

In applying this five-step model, we made significant judgments in identifying the promised goods or services in our contracts with franchisees that are distinct, and which represent separate performance obligations.

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

The farming industry in general 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.

There is a degree of seasonality in the growing cycles,

procurement and transportation of crops.

The farming industry in general historically experiences seasonal fluctuations in revenues and

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 the bill of lading, physical delivery or completion of the sale contract and the invoice is prepared and submitted to the customer.

During the three months ended September 30, 2025 and 2024, the Company recorded Commodity sales revenues of $ 0.3 million and $ 200.9 million, respectively, and during the nine months ended September 30, 2025 and 2024, recorded $ 246.8 million and $ 480.7 million, respectively, which is included in Commodity sales on the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss).

Deferred Revenue

Deferred revenue primarily includes revenue from forward sales contracts and prepayments received for future trades.

Deferred revenue related to Sadot Agri-Foods is recognized at the completion of each commodity forward sales contract agreement.

Other Revenues

Other revenues consist of management fees received for performing certain management services under contract such as sales, purchasing, administrative and human resources.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Commodity sale revenue is generated by Sadot Agri-Foods

and is recognized when the commodity is delivered as evidenced by the bill of lading, physical delivery or completion of the sale contract

and the invoice is prepared and submitted to the customer.

During the three months ended March 31, 2026 and 2025, the Company recorded

Commodity sales revenues of $0.0 million and $132.2 million, respectively, which is included in Commodity sales on the accompanying

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

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 are related to ongoing Sadot Agri-Foods and expansion of the global agri-foods business.

Based on the initial Services Agreement with Aggia LLC FZ, a Company formed under the laws of United Arab Emirates (“Aggia”), the consulting fees were calculated at approximately 80.0 % of the Net Income generated by Sadot Agri-Foods through March 31, 2023.

As of April 1, 2023, the consulting agreement was amended to calculate consulting fees on 40.0 % of the Net income generated by Sadot LLC.

Stock-based expenses include all expenses that

are paid with stock.

This includes stock-based consulting fees due to Aggia and other consultants, stock compensation paid to the

Company’s board of directors, and stock compensation paid to employees.

The consulting fees due to Aggia related to ongoing

Sadot Agri-Foods and expansion of the global agri-commodities business.

Based on the initial Services Agreement with Aggia LLC FZ, a

Company formed under the laws of United Arab Emirates (“Aggia”), the consulting fees were calculated at approximately 80.0 %

of the Net Income generated by Sadot Agri-Foods through March 31, 2023.

As of April 1, 2023 the consulting agreement was amended to

calculate consulting fees on 40.0 %

of the Net income generated by Sadot LLC.

See Note 15 – Commitments and contingencies for further details.

Aggia waived the consulting fee of 40 % of Net income of Sadot LLC for the three months ended June 30, 2025.

Stock-based expenses for the three months ended September 30, 2025 and 2024 were $ 0.6 million and $ 1.7 million, respectively, and for the nine months ended September 30, 2025 and 2024 were $ 2.4 million and $ 4.4 million, respectively, are recorded in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss).

Net Income (Loss) per Share

Basic earnings (loss) per common share is computed by dividing net income (loss) attributable to Sadot Group Inc.

by the weighted average number of common shares outstanding during the period.

Diluted earnings (loss) per common share is computed by dividing net income (loss) attributable to Sadot Group Inc.

by the weighted average number of common shares outstanding during the period plus any potentially dilutive common shares, resulting from the exercise of warrants, option, calculated using the treasury stock method or the conversion of convertible notes payable, calculated using the if-converted method.

The following securities are excluded from the calculation of weighted average diluted common shares on September 30, 2025 and 2024, respectively, because their inclusion would have been anti-dilutive:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Warrants 167,020 159,313 161,283 159,313

Options 5,611 8,126 6,964 8,126

RSAs 51,374 53,395 59,168 81,270

For the three

months ended March 31, 2026 and 2025, 0 nil and $ 1.4

million, respectively, are recorded as Stock-based expenses in the accompanying Unaudited Condensed Consolidated Statements of

Operations and Other Comprehensive (Loss) / Income.

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

On November 20, 2025, the Company and Aggia entered

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

The settlement

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

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

Net (Loss) / Income per Share

Basic (Loss) / Income per common share is computed

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

by the weighted average number of common shares outstanding during the

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

weighted average number of common shares outstanding, plus the impact of potential common shares, if dilutive, resulting from the exercise

of warrants, options or the conversion of convertible notes payable.

The following securities are excluded from the calculation

of weighted average diluted common shares at March 31, 2026 and 2025, respectively, because their inclusion would have been anti-dilutive:

Schedule of weighted average diluted common shares

Three Months Ended March 31,

Convertible debt

Total potentially dilutive shares

The Company is authorized to issue 1.3 million shares of common stock.

While the potentially dilutive securities shown above do not exceed the number of authorized shares, the Company is approaching its authorized share limit.

Depending on future capital needs or equity activity, the Company may need to increase its authorized shares.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The following table sets forth the computation of basic and dilutive net income / (loss) per share attributable to the Company’s stockholders:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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, M&A, 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:

Three Months Ended March 31,

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

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

( 15,189 ) 1,163 ( 13,862 ) 3,268

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

Weighted-average shares outstanding:

Basic 871,759 469,335 659,565 443,607

Effect of potentially dilutive RSAs

Effect of potentially dilutive convertible debt

Diluted 871,759 501,134 659,565 470,796

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

Basic ( 17.38 ) 3.89 ( 21.04 ) 11.23

Diluted ( 17.38 ) 3.65 ( 21.04 ) 10.58

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

Basic ( 0.04 ) ( 1.42 ) 0.02 ( 3.86 )

Diluted ( 0.04 ) ( 1.33 ) 0.02 ( 3.64 )

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

Basic ( 17.42 ) 2.48 ( 21.02 ) 7.37

Diluted ( 17.42 ) 2.32 ( 21.02 ) 6.94

Major Vendors

The following table sets forth the major vendors to purchase commodities for resale, purchase inputs for farming operations and distribute food products to their Company-owned restaurants:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Number of vendors 6 4 2 4

Type Commodities Commodities Commodities Commodities

% of purchases 69 % 95 % 91 % 87 %

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Major Customers

The following table sets forth the major customers:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

to the Condensed Consolidated Financial Statements (Unaudited)

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.

The Company maintains its cash balances with financial

institutions located in the United States and foreign jurisdictions.

At times, such balances may exceed federally insured limits.

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

with respect to its cash.

The Company extends credit to customers in the normal

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

As of and for the years ended

March 31, 2026 and 2025, certain customers accounted for more than 10% of total revenues, as disclosed below:

Schedules of Concentration of Risk, by Risk Factor

Three Months Ended March 31,

Number of customers

Type Commodities Commodities Commodities Commodities

% of sales 100 % 95 % 88 % 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.

Three Months Ended March 31,

Number of vendors

% of purchases

Derivative Instruments

The Company recognizes all derivatives in the balance sheet at fair value.

During the three and nine months ended September 30, 2025 and 2024, the Company’s derivatives were comprised of forward purchase and sales contracts for commodities, 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 Company recognizes all derivatives in the balance

sheet at fair value.

During the periods March 31, 2026 and 2025, 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

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

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 21 – Financial instruments for additional information regarding the Company’s derivative instruments.

Fair Value of Financial Instruments

The Company measures the fair value of financial assets and liabilities based on the guidance of the FASB ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”).

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities.

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable.

Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement.

See Note 20 – 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 21 – Financial instruments.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 Condensed Consolidated Balance Sheets.

Management plans to perform an updated impairment evaluation during the fourth quarter of 2025, which will include obtaining an independent third-party valuation of the investment.

This planned analysis will assess whether any indicators of impairment exist under ASC 321 and whether the carrying amount remains appropriate based on updated project assumptions, credit considerations, and market participant inputs.

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

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.

The Company accounts for convertible debt in accordance

with ASC 470-20.

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

as derivative liabilities.

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

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

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

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.

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 statue of limitations and no longer deemed payable.

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”).

Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income.

Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Tax benefits claimed or expected to be claimed on a tax return are recorded in the Company’s financial statements.

A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution.

Uncertain tax positions have had no impact on the Company’s financial condition, results of operations or cash flows.

The Company does not expect any significant changes in its unrecognized tax benefits within years of the reporting date.

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.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

to the Condensed Consolidated Financial Statements (Unaudited)

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 Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive (Loss) /

Loss on debt extinguishment

Loss on debt extinguishment consists 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.

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 Unaudited Condensed

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 Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Income / (Loss) under Foreign exchange translation adjustment.

The assets and liabilities of foreign operations, including farm operations and fair value adjustments arising on consolidation, are translated to the Company’s reporting currency, United States Dollars, at foreign exchange rates at the reporting date.

On a monthly basis, for subsidiaries whose functional currency is a currency other than the U.S.

Transactions in foreign currencies are remeasured

in the functional currency of the related consolidated company at the average foreign exchange rates for income and expenses.

assets and liabilities denominated in foreign currencies at the reporting date are remeasured to the functional currency at the foreign

exchange rate ruling as of the reporting period end date.

Non-monetary assets and liabilities that are measured in terms of historical

cost in a foreign currency are translated using the exchange rate at the date of the transaction.

Non-monetary assets and liabilities

denominated in foreign currencies that are stated at fair value are remeasured to the functional currency at foreign exchange rates ruling

at the dates the fair value was determined.

Foreign exchange differences arising on remeasurement are recognized in the Unaudited Condensed

Consolidated Statement of Operations and Other Comprehensive (Loss) / Income under Foreign exchange translation adjustment.

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

The assets and liabilities of foreign operations,

including farm operations and fair value adjustments arising on consolidation, are translated to the Company’s reporting currency,

United States Dollars, at foreign exchange rates at the reporting date.

On a monthly basis, for subsidiaries whose functional currency

is a currency other than the U.S.

dollar, subsidiary statements of income and cash flows must be translated into U.S.

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

As a result, fluctuations of local currencies compared to the U.S.

dollar during each monthly period impact our consolidated statements of income and cash flows for each reported period (per quarter and year-to-date) and also affect comparisons between those reported periods.

dollars for consolidation

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

As a result, fluctuations of local currencies compared to the

dollar during each monthly period impact our consolidated statements of income and cash flows for each reported period (per quarter

and year-to-date) and also affect comparisons between those reported periods.

Non-controlling Interests

The Company consolidates entities in which the Company has a controlling financial interest.

The Company consolidates subsidiaries in which the Company holds, directly or indirectly, more than 50% of the voting rights.

Non-controlling interests represent third-party equity ownership interests in the Company’s farming consolidated entity.

The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a VIE (“variable interest entities”).

These evaluations are complex and involve judgment and the use of estimates and assumptions based on available historical information, among other factors.

The Company considers itself to control an entity if it is the majority owner of or has voting control over such entity.

The Company also assesses control through means other than voting rights (“variable interest entities” or “VIEs”) and determines which business entity is the primary beneficiary of the VIE.

Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change.

The Company consolidates entities in which the Company

has a controlling financial interest.

The Company consolidates subsidiaries in which the Company holds, directly or indirectly, more than

50% of the voting rights.

Non-controlling interests represent third-party equity ownership interests in the Company’s farming consolidated

The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest

in a VIE (“variable interest entities”).

These evaluations are complex and involve judgment and the use of estimates and assumptions

based on available historical information, among other factors.

The Company considers itself to control an entity if it is the majority

owner of or has voting control over such entity.

The Company also assesses control through means other than voting rights (“variable

interest entities” or “VIEs”) and determines which business entity is the primary beneficiary of the VIE.

performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE

will cause the consolidation conclusion to change.

Changes in consolidation status are applied prospectively.

The Company has no VIEs on September 30, 2025 and December 31, 2024.

The amount of net loss attributable to Non-controlling interests is disclosed in the Unaudited Condensed Consolidated Statements of Income and Other Comprehensive Income / (Loss).

Write-off of Closed Subsidiary – Non-controlling Interest

During the quarter ended September 30, 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.

The Company has no VIEs

at March 31, 2026 and December 31, 2025.

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

Condensed 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, the Company 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 Unaudited Condensed Consolidated Statements of Income and Other Comprehensive Income / (Loss).

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

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 Unaudited

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

For details related to Discontinued operations, see

Note 5 – Discontinued operations.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (Topic 280).

The standard requires incremental disclosures related to reportable segments, including disaggregated expense information and the title and position of the company's chief operating decision maker ("CODM"), as identified for purposes of segment determination.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Entities must adopt the changes to the segment reporting guidance on a retrospective basis.

Early adoption is permitted.

The adoption of this guidance on December 31, 2024 did not have a material impact on the Company's Consolidated Financial Statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, which focuses on income tax disclosures by requiring public business entities, on an annual basis, to disclose specific categories in the rate reconciliation, provide information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid.

The 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

The standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The amendments should be applied on a prospective basis.

The amendments should

be applied on a prospective basis.

Retrospective application is permitted.

The adoption of this guidance on December 31, 2024 did not have a material impact on the Company's Consolidated Financial Statements and related disclosures.

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.

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 its condensed 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 condensed consolidated financial statements.

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

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.

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

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

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

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

specific to one of the parties to the contract.

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

and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

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

The Company is currently evaluating

the impact of the standard on its condensed 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 March 31, 2026 and is currently evaluating the impact of this

guidance on its condensed 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 March 31, 2026 and does not expect it to have a material impact on its condensed 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 condensed consolidated financial statements and related

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 24 – Subsequent events.

Assets Held For Sale

The Company evaluated events that have occurred after

the balance sheet date but before the financial statements are issued.

Based upon the evaluation and transactions, the Company did not

identify any subsequent events that would have required adjustment or disclosure in the Financial Statements, except as disclosed in Note

18 – Subsequent events.

Held For Sale

2024 Disposal group held for sale

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

During the first quarter of 2024, the Company entered into an agreement with a brokerage firm to have the exclusive rights to offer and sell the Muscle Maker Grill and Pokémoto 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.The Company has drafted an asset purchase agreement, received a $ 0.1 million deposit, and is engaged in ongoing negotiations regarding the franchise business.

Given the sale or pending sale of all of the restaurant operations as of December 31, 2024, we have deemed this to be a strategic shift in business structure as it will eliminate one of our two business segments, which triggered accounting for the restaurant operations as discontinued operations.

The Company is currently in due diligence and legal process with multiple potential buyers.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The following presents the major classes of assets and liabilities for the Sadot Food Services reporting unit held for sale:

September 30, 2025 December 31, 2024

Accounts receivable, net of allowance for doubtful accounts of $ 4.8 thousand and $ 0.2 million as of September 30, 2025 and December 31, 2024, respectively

Other current assets 57 52

Property and equipment, net 6 6

Goodwill 1,798 1,798

Other non-current assets 10 189

Intangible assets, net 2,715 2,715

Assets held for sale 5,016 5,196

Accounts payable and accrued expenses 214 149

Notes payable, current 621 79

Operating lease liability, current — 138

Deferred revenue, current 114 125

Other current liabilities 316 243

Notes payable, non-current — 542

Deferred revenue, non-current 877 1,057

Liabilities held for sale 2,142 2,333

Sadot Food Services had the following pre-tax income and losses:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

$’000 $’000 $’000 $’000

Sadot Food Services Net Income / (Loss) Before Income Tax ( 38 ) ( 665 ) 14 ( 1,713 )

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, SuperFit Foods.

On August 1, 2024, SuperFit Foods was sold for $ 0.2 million with a minimal gain on the sale.

After launching Sadot Agri-Foods, the Company made

the decision to explore the option of selling a portion of our restaurant operations.

During the first quarter of 2024, the Company entered

into an agreement with a brokerage firm to have the exclusive rights to offer and sell the Muscle Maker Grill and Pokemoto franchise business

and potentially some of the corporate-owned restaurants.

Accordingly, the assets and liabilities related to the restaurant operations

were classified as held for sale in the Company’s Consolidated Balance Sheets.

Throughout most of 2024, the Company considered retaining

some Company owned stores due to location and potential training centers that posed challenges for sale.

The assets related to Pokemoto

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

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

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Discontinued Operations

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

Accordingly, the assets and liabilities related to the restaurant operations were classified as held for sale in the Company’s Consolidated Balance Sheets.

Throughout most of 2024, the Company considered retaining some Company owned stores due to location and potential training centers that posed challenges for sale.

However, in the fourth quarter of 2024, the Company closed its last two corporate owned stores.

The Company has drafted an asset purchase agreement, received a $ 0.1 million deposit, and is engaged in ongoing negotiations regarding the franchise business.

The Company performed an impairment test on the net assets of the restaurant operations as of September 30, 2025, noting the carrying amount was less than the fair value less cost to sell.

The amount of loss from discontinued operations is disclosed in the Unaudited Consolidated Statements of Income and Other Comprehensive Income / (Loss).

Discontinued operations were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

$’000 $’000 $’000 $’000

Revenues 460 829 1,237 4,003

to the Condensed Consolidated Financial Statements (Unaudited)

Sadot Food Services had the following pre-tax income

Schedule of Sadot Food Services reporting unit held for sale

Three Months Ended March 31,

Sadot Food Services Net (Loss) / Income Before Income Tax

Sadot Food Services was comprised of two fast casual

restaurant concepts, Pokémoto and Muscle Maker Grill, as well as a subscription-based fresh prep meal concept.

On August 1, 2024

SuperFit foods was sold for $ 0.2 million with a minimal gain on the sale.

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 had a sale pending for the franchise business.

Given the sale or pending sale of all of

the restaurant operations as of December 31, 2024, the Company has deemed this to be a strategic shift in business structure as it will

eliminate one of our two business segments, which triggered accounting for the restaurant operations as discontinued operations.

performed an impairment test on the net assets of the restaurant operations as of December 31, 2024, noting the carrying amount was less

than the fair value less cost to sell.

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

Three Months Ended March 31,

Cost of goods sold

Gross profit 460 266 1,237 890

Depreciation and amortization expenses — — — ( 189 )

Franchise advertising fund expenses

1 unchanged sentence

Sales, general and administrative expenses

Income / (loss) from discontinued operations ( 52 ) ( 659 ) 10 ( 1,711 )

Other income 2 — 3 19

(Loss) / Income from discontinued operations

Interest expense, net

Income / (loss) from discontinued operations before income tax ( 38 ) ( 665 ) 14 ( 1,713 )

(Loss) / Income from discontinued operations before income tax

Income tax benefit / (expense) from discontinued operations

Income / (loss) from discontinued operations ( 38 ) ( 665 ) 14 ( 1,713 )

(Loss) / Income from discontinued operations

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Allowance for Credit Losses on Accounts Receivable

For the periods ended September 30, 2025 and December 31, 2024, a summary of the activity in the allowance for credit losses on accounts receivable appears below:

September 30, 2025 December 31, 2024

to the Condensed Consolidated Financial Statements (Unaudited)

for Credit Losses on Accounts Receivable

For the periods ended March 31, 2026 and December 31,

2025, 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

March 31, 2026

December 31, 2025

Balance at beginning of period

Adjustments related to Sadot food services — 54

Adjustments related to Sadot agri-foods

Transferred to assets held for sale — ( 150 )

Balance at end of period

Other Current Assets

On September 30, 2025 and December 31, 2024, the Company’s other current assets consists of the following:

September 30, 2025 December 31, 2024

Current Assets

On March 31, 2026 and December 31, 2025,

the Company’s other current assets consists of the following:

Schedule of Other Current Assets

March 31, 2026

December 31, 2025

Prepaid expenses

Other receivables

Derivative assets, current — 93,520

Derivative contracts — 18,602

Notes receivable, current

Deposit on farmland 5,852 5,852

Deposit on acquisition 2,836 —

Other Current Assets

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

Deposit on acquisition consists of funds paid as a deposit related to a potential strategic transaction.

The deposits were made in accordance with the terms of a preliminary agreement and are refundable under certain conditions.

The transactions remain subject to customary closing conditions, including regulatory approvals and final documentation.

Prepaid expenses primarily consist of prepaid computer

and software-related expenses and advance payments associated with commodity purchases related to the matters described in Note 15 –

Commitments and Contingencies.

Other Non-Current Assets

On September 30, 2025 and December 31, 2024, the Company’s other non-current assets consist of the following:

September 30, 2025 December 31, 2024

As of March 31, 2026 and December 31, 2025,

the Company’s other non-current assets consist of the following:

Schedule of Other Assets, Noncurrent

March 31, 2026

December 31, 2025

Security deposits

Right to use assets

Investment in equity security 13,413 —

Other non-current assets

Please see Note 3 – Significant accounting policies and Note 20 – Fair value measurement for more information regarding the investment in equity security.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Property and Equipment, Net

As of September 30, 2025 and December 31, 2024, Property and equipment consist of the following:

September 30, 2025 December 31, 2024

and Equipment, Net

As of March 31, 2026 and December 31, 2025,

Property and equipment consist of the following:

Schedule of Property and Equipment

March 31, 2026

December 31, 2025

Furniture and equipment

Vehicles 215 215

Leasehold improvements

Land and land improvements 11,766 11,766

Construction in process 6 6

Property and equipment, gross

1 unchanged sentence

Property and equipment, net

Depreciation expense amounted to $ 27.0 thousand and $ 0.1 million for the three months ended September 30, 2025 and 2024, respectively.

Depreciation expense amounted to $ 0.1 million and $ 0.3 million for the nine months ended September 30, 2025 and 2024, 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 $ 0.1 million during the three months ended September 30, 2025 and 2024, respectively, and nil and $ 0.2 million for or the nine months ended September 30, 2025 and 2024, respectively, in the Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income / (Loss).

Goodwill and Other Intangible Assets, Net

The Company’s intangible assets include trademarks, franchisee agreements, franchise license, domain names, customer list, proprietary recipes and non-compete agreements.

Intangible assets are amortized over useful lives ranging from 5 to 10 years.

In 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:

2023 Impairment of

intangible assets Amortization

expense Transfer to assets held for sale Intangible

September 30,

2024 Intangible

2024 Impairment of

intangible assets Amortization

expense Transfer to assets held for sale Intangible

September 30,

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

Trademark Pokémoto 83 — ( 9 ) ( 74 ) — — — — — —

Franchisee License Pokémoto 2,045 — ( 69 ) ( 1,976 ) — — — — — —

Proprietary Recipes Pokémoto 705 — ( 40 ) ( 665 ) — — — — — —

2,833 — ( 118 ) ( 2,715 ) — — — — — —

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Amortization expense related to intangible assets was nil and nil for the three months ended September 30, 2025 and 2024, respectively, and nil and $ 0.1 million for the nine months ended September 30, 2025 and 2024.

A summary of the goodwill assets is presented below:

Muscle Maker Grill Pokémoto SuperFit Food Total

$’000 $’000 $’000 $’000

Goodwill, net at December 31 2023 — 1,798 — 1,798

Impairment of goodwill — ( 1,798 ) — ( 1,798 )

Goodwill, net at September 30, 2024 — — — —

Goodwill, net at December 31, 2024 — — — —

Transfer to assets held for sale — — — —

Goodwill, net at September 30, 2025 — — — —

Accounts Payables and Accrued Expenses

Accounts payables and accrued expenses consist of the following:

September 30, 2025 December 31, 2024

to the Condensed Consolidated Financial Statements (Unaudited)

Depreciation expense amounted to nil and $ 27.0 thousand

for the periods ended March 31, 2026 and March 31, 2025, respectively.

Payables and Accrued Expenses

Accounts payables and accrued expenses consist of

the following:

Schedule of Accounts Payable and Accrued Liabilities

March 31, 2026

December 31, 2025

Accounts payable

5 unchanged sentences

Sales taxes payable

35,432 28,019

Notes Payable

Line of Credit

On September 22, 2023, the Company entered into the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”) pursuant to which the Company had 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, were at the Company’s option.

The SEPA was terminated in June 2025.

In connection with the SEPA, and subject to the condition set forth therein, Yorkville agreed to advance to the Company in the form of convertible promissory notes (the “Convertible Notes”) an aggregate principal amount of $ 4.0 million (the “Pre-Paid Advance”).

The Pre-Paid Advance was disbursed on September 22, 2023 in the principal amount of $ 3.0 million and the balance of $ 1.0 million on October 30, 2023.

The purchase price for the Pre-Paid Advance was 94.0 % of the principal amount of the Pre-Paid Advance.

Interest was accrued on the outstanding balance of any Pre-Paid Advance at an annual rate equal to 6.0 %, subject to an increase to 18 % upon an event of default as described in the Convertible Notes.

The maturity date is 12 -months after the initial closing of the Pre-Paid Advance.

The Notes were paid in full in 2024.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Accrued litigation expenses

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 investors 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.

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 investors 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.

Note Amendments

As of June 30, 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.

As of June 30, 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 30, 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 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 September 30, 2025, all amended instruments remained outstanding and continued to accrue interest and amortization in accordance with the updated terms.

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

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

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

and scheduled monthly principal payments.

The amended instrument was evaluated under ASC 470-50,

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

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

at its fair value as of the amendment date.

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

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

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

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.

As of January 30, 2026, the Company entered into extension

and amendment agreements with the holders of three outstanding convertible notes originally issued in October and December 2024.

to the amendments, the maturity dates of the notes were extended from December 4, 2025 to June 4, 2026.

As of January 30, 2026 the parties

also acknowledged the remaining outstanding principal balances of approximately $1.4 million, $0.3 million and $1.0 million, respectively.

In consideration of the extensions and the Company’s existing defaults under the notes, the holders agreed to apply an additional

original issue discount of 25% to the remaining outstanding balances as of January 30, 2026, increasing the aggregate principal amounts

to approximately $1.9 million, $0.4 million and $1.3 million, respectively.

All other terms of the notes remained substantially unchanged.

The Company evaluated the amended instruments under

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

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

No gain or loss was recognized in connection

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

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

date of June 4, 2026.

As of March 31, 2026, all amended instruments

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

Factoring agreement

As of September 30, 2025, $ 3.3 million of the Company’s total $ 11.6 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 $ 3.9 million were pledged as collateral.

The Company remains exposed to credit risk on the pledged receivables.

As of March 31, 2026, $ 3.3 million of the

Company’s total $ 11.6 million in notes payable relates to a factoring arrangement accounted for as a secured borrowing.

the arrangement, accounts receivables with a carrying value of $ 3.9 million were pledged as collateral.

The Company remains exposed

to credit risk on the pledged receivables.

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

Notes Payable

The Company repaid a total amount of $ 2.4 million and $ 2.0 million during the three months ended September 30, 2025 and 2024, respectively, and $ 8.4 million and $ 8.3 million during the nine months ended September 30, 2025 and 2024, respectively, of the notes payable.

The Company entered into new loans in the amount of $ 12.1 million and $ 4.1 million for the nine months ended September 30, 2025 and 2024, respectively.

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

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

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

Summary of Notes Payable

As of March 31, 2026

Schedule of Notes Payable

Convertible notes

Non-convertible notes

Factoring arrangement

Total Notes Payable, net

As of December 31, 2025

Current Portion

Convertible notes

Non-convertible notes

Factoring arrangement

Total Notes Payable, net

As of March 31, 2026 and December 31, 2025, 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.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

As of September 30, 2025, the Company had an aggregate amount of $ 11.6 million in notes payable, net.

The notes had interest rates ranges between 3.75 % - 46.00 % per annum, due on various dates through December 2025.

As of September 30, 2025, the Company has outstanding short-term secured debt in the form of notes payable totaling $ 2.2 million, which is included in the $ 11.6 million in notes payable, net.

The effective interest rate on the short-term secured debt ranges between 34.59 % - 46.00 %.

The maturities of notes payable as of September 30, 2025, are as follows:

to the Condensed Consolidated Financial Statements (Unaudited)

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.

31, 2026, non-convertible notes payable totaled approximately $ 4.7 million.

The outstanding notes have maturity dates ranging from October

2, 2025 through April 30, 2026.

As of December 31, 2025, non-convertible borrowings, including short-term secured debt, totaled $ 4.1 million.

Interest rates on notes payable ranged from 3.75% to 46.00% per annum during 2026 and 2025.

Notes Payable

The Company repaid a total amount of $ 0.2 million

of the notes payable during the three months ended March 31, 2026, of which $ 0.2 million was repaid in cash and $ 0.0 million was converted

During the year ended December 31, 2025 the Company repaid a total amount of $ 12.1 million of the notes payable, of which

$ 10.4 million was repaid in cash and $ 1.7 million was converted into stock.

The company entered into new loans in the amount

of $ 1.0 million during the three months ended March 31, 2026 and $ 11.7 million for the year ended December 31, 2025, respectively.

As of March 31, 2026, the Company had an aggregate

amount of $ 11.1 million in notes payable, net.

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

through June 2026.

As of March 31, 2026, the Company has outstanding

short-term secured debt in the form of notes payable totaling $ 11.1 million, which is included in the $ 11.1 million in notes payable,

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 March 31, 2026,

are as follows:

Schedule of Maturities of Notes Payable

Principal Amount

2 unchanged sentences

1/1/28-12/31/28

1/1/29-12/31/29

Total maturities

1 unchanged sentence

Notes payable, net

The Company’s leases consist of restaurant locations and corporate offices.

We determine if a contract contains a lease at inception.

The leases generally have remaining terms of 1 - 5 years and most leases included the option to extend the lease for an additional 5 years.

The total lease cost associated with right of use assets and operating lease liabilities was $ 11.0 thousand and $ 37.0 thousand for the three months ended September 30, 2025 and 2024, respectively, and $ 36.0 thousand and $ 0.2 million for the nine months ended September 30, 2025 and 2024, respectively, and has been recorded in the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Income / (Loss) as Cost of goods sold.

The assets and liabilities related to the Company’s leases were as follows:

September 30, 2025 December 31, 2024

Total lease assets 116 132

Right to use asset 116 132

Total lease liabilities 118 272

Transferred to liabilities held for sale — ( 138 )

Operating leases – current 26 23

Operating leases – non-current 92 111

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The table below presents the future minimum lease payments under the noncancellable operating leases as of September 30, 2025:

10/01/2025-09/30/2026 45

10/01/2026-09/30/2027 45

10/01/2027-09/30/2028 45

10/01/2028-09/30/2029 23

10/01/2029-09/30/2030 —

Total lease payments 158

Less imputed interest ( 40 )

Present value of lease liabilities 118

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

As of September 30, 2025

Weighted-average remaining lease term (in years)

Operating leases 3.53

Weighted-average discount rate

Operating leases 18.0 %

Deferred Revenue

The Company's deferred revenue consists of the following:

September 30, 2025 December 31, 2024

Deferred revenues, net — 2,251

deferred revenue, current — ( 2,251 )

Deferred revenues, non-current — —

Deferred revenue related to commodity forward sales contracts and prepayments on future trades were nil and $ 2.3 million, as of September 30, 2025 and December 31, 2024, respectively.

The Company had an operating lease obligation accounted

for under ASC 842 as of March 31, 2026 related to previously occupied corporate office space.

The Company determines whether a contract

contains a lease at inception.

Operating leases generally have remaining terms of one to five years and may include options to extend

the lease term.

Please see Note 15 – Commitments and Contingencies for further details.

During January 2026, the Company vacated its leased

corporate office space and received notice from the landlord alleging default under the lease agreement, accelerating remaining lease

obligations, and repossessing the premises.

The lease had an original remaining contractual term through March 2029.

As a result of vacating

the premises, the Company determined that the related right-of-use asset was no longer recoverable and recorded a full impairment charge

of approximately $ 110.1 thousand during the three months ended March 31, 2026.

In addition, the Company recorded a write-off of fixed

assets associated with the premises totaling approximately $ 16.8 thousand.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Other Current Liabilities

to the Condensed Consolidated Financial Statements (Unaudited)

The Company continues to recognize an operating lease

liability of approximately $ 94.0 thousand as of March 31, 2026, representing the present value of the remaining contractual lease payments.

The lease liability reflects the Company’s continuing obligation under the lease agreement, as the Company has not been legally

released from its contractual obligations.

Due to the landlord’s acceleration of lease payments, all remaining lease obligations

are classified as due within 2026.

In addition, the Company recorded an accrued lease obligation of approximately $ 16.9 thousand for unpaid

rent and related charges for the period from January through March 2026 under ASC 450, Contingencies.

The landlord may seek additional

damages, including future rent and re-leasing costs;

however, such amounts are not reasonably estimable as of March 31, 2026 and therefore

have not been recorded.

Management will continue to evaluate this matter as additional information becomes available.

The original contractual

lease term extends through March 2029.

The weighted-average remaining lease term and weighted-average discount rate are not presented

due to immateriality.

Current Liabilities

Other current liabilities consist of the following:

September 30, 2025 December 31, 2024

Derivative contracts — 60

Schedule of Other current liabilities

March 31, 2026

December 31, 2025

Operating lease liability, current

Derivative liability, current

Other Non-Current Liabilities

Non-Current Liabilities

Other non-current liabilities consist of the following:

September 30, 2025 December 31, 2024

Schedule of Other Noncurrent Liabilities

March 30, 2026

December 31, 2025

Operating lease liability, non-current

The income tax expense for the periods shown consist of the following:

Nine Months Ended September 30,

Income tax expense 2 9

The Company’s effective tax rate for the periods shown, are as follows:

September 30, 2025 December 31, 2024

Effective income tax rate — % 0.1 %

In accordance with ASC 740-270, “Income Taxes – Interim Reporting”, the Company is required at the end of each interim period to determine the best estimate of its annual effective tax rate and apply that rate to year-to-date ordinary income or loss.

The resulting tax expense (or benefit) is adjusted for the tax effect of specific events, if any, required to be discretely recognized in the interim period as they occur.

The Company recorded no income tax expense for the three and nine months ended September 30, 2025, resulting in an effective tax rate of 0 %.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The 0 % effective tax rate for the current period is primarily attributable to the continued utilization of net operating loss carryforwards.

The deferred tax asset ("DTA") related to these NOLs is subject to a full valuation allowance which was previously recorded.

As a result, although there is current period income, the corresponding income tax expense is offset by a reduction in the valuation allowance, resulting in no net income tax expense.

The Company continues to maintain a full valuation allowance against its deferred tax assets as it has not yet concluded that it is more likely than not that the deferred tax assets will be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a corporate tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as unrecognized benefits.

A liability is recognized (or amount of net operating loss carryforward or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC Topic 740.

The Company believes there are no uncertain tax positions in prior year tax filings and therefore it has not recorded a liability for unrecognized tax benefits.

In accordance with ASC Topic 740, interest costs related to unrecognized tax benefits are required to be calculated (if applicable) and would be classified as “Interest expense, net”.

Penalties if incurred would be recognized as a component of “Selling, general and administrative” expenses.

The Company files corporate income tax returns in the United States (federal) and in various state and local jurisdictions.

In most instances, the Company is no longer subject to federal, state and local income tax examinations by tax authorities for years prior to 2015.

Commitments and Contingencies

Forward Purchase and Sales Contracts

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.

On March 20, 2025, the Company settled this contract for a realized gain of $ 10.5 million, of which $ 9.3 million were recorded as unrealized gains in prior periods, with a total impact of $ 1.2 million in the first quarter.

On December 6, 2023, the Company through Sadot Agri-Foods, entered into a forward sale contract for the sale of 70,000 MTs of soybeans.

Sadot Agri-Foods will provide 70,000 MTs to a third-party in November/December 2024, 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.

On March 20, 2025, the Company settled this contract for a realized gain of $ 11.1 million, of which $ 9.3 million were recorded as unrealized gains in prior periods, with a total impact of $ 1.8 million in the first quarter.

On June 5, 2025, the Company through Sadot Agri-Foods, entered into a forward purchase contract for the purchase of 45,000 MTs of soybean oil.

Sadot Agri-Foods will purchase 45,000 MTs from a third-party in January 2026, which is the executed contract date.

The purchase price for these MTs is $ 1,037.71 per MT, or $ 46.7 million in the aggregate.

This contract was determined to be a derivative in accordance with ASC 815, but was not designated as a hedging instrument.

As a result, the Company accounts for it using mark-to-market accounting, with changes in fair value recognized in current period earnings.

The contract was canceled on September 26, 2025, prior to the scheduled January 2026 delivery.

As a result of the cancellation, the Company recognized a loss of approximately $ 6.6 million during the three months ended September 30, 2025, representing the net impact of terminating the Company’s obligation under the forward arrangement.

Refer to Note 3 – Significant accounting policies, Note 20 – Fair value measurement and Note 21 – Financial instruments for additional information regarding the Derivative liability.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Other non-current liabilities

and Contingencies

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' 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 $ 156.25 , subject to equitable adjustments for any combinations or splits of the common stock occurring following the Effective Date.

Upon Sadot Agri-Food generating net income for any fiscal quarter, the Company shall issue Aggia a number of shares of common stock equal to the net income for such fiscal quarter divided by the per share price (the “Shares”).

On November 14, 2022 (the “Effective Date”),

the Company, Sadot LLC and Aggia LLC FC, a company formed under the laws of United Arab Emirates (“Aggia”) entered into a

Services Agreement (the “Services Agreement”) whereby Sadot LLC engaged Aggia to provide certain advisory services to Sadot

Agri-Food for creating, acquiring and managing Sadot Agri-Foods’s business of wholesaling food and engaging in the purchase and

sale of physical food commodities.

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

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 144,243 shares representing 49.9 % of the number of issued and outstanding shares of common stock as of the Effective Date.

In the event that the shares cap has been reached, then the remaining portion of the net income, if any, not issued as shares shall accrue as debt payable by Sadot Group to Aggia until such debt has reached a maximum of $ 71.5 million.

The Company will prepare the shares earned calculation after the annual audit or quarter review is completed by the auditors.

The shares will be issued within 10 days of the final calculation.

On July 14, 2023 (the “Addendum Date”), effective April 1, 2023, the parties entered into Addendum 2 to the Services Agreement (“Addendum 2”) pursuant to which the parties amended the compensation that Aggia is entitled.

Pursuant to Addendum 2, on the Addendum Date, the Company issued 88,555 shares (the “Shares”) of common stock, par value $ 0.0001 per share, of the Company, which such Shares represent 144,243 Shares that Aggia is entitled to receive pursuant to the Services Agreement less the 55,688 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 144,243 Shares representing 49.9 % of the number of issued and outstanding shares of common stock as of the effective date of the Services Agreement.

will 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.

Company will prepare the shares earned calculation after the annual audit or quarter review is completed by the auditors.

The shares will

be issued within 10 days of the final calculation.

On July 14, 2023 (the “Addendum Date”),

effective April 1, 2023, the parties entered into Addendum 2 to the Services Agreement (“Addendum 2”) pursuant to which the

parties amended the compensation that Aggia is entitled.

Pursuant to Addendum 2, on the Addendum Date, the

Company issued 885,546 shares (the “Shares”) of common stock, par value $ 0.0001 per share, of the Company, which such Shares

represent 1,442,428 Shares that Aggia is entitled to receive pursuant to the Services Agreement less the 556,882 Shares that have been

issued to Aggia pursuant to the Services Agreement as of the Addendum Date.

The Company will not issue Aggia in excess of 1,442,428 Shares

representing 49.9 % of the number of issued and outstanding shares of common stock as of the effective date of the Services Agreement.

The Shares shall be considered issued and outstanding as of the Addendum Date and Aggia shall hold all rights associated with such Shares.

The Shares vest on a progressive schedule, at a rate equal to the net income of Sadot Agri-Foods, calculated quarterly divided by $ 312.50 , which for accounting purposes shall equal 40 % of the net income of Sadot Agri-Foods, calculated quarterly divided by $ 125.00 .

During the 30 day period after July 14, 2028 (the “Share Repurchase Date”), Aggia may purchase any Shares not vested.

All Shares not vested or purchased by Aggia, shall be repurchased by the Company from Aggia at per share price of $ 0.001 per share.

Further, the parties clarified that the Lock Up Agreement previously entered between the Company and Aggia dated November 16, 2022 shall be terminated on May 16, 2024 provided that any Shares that have not vested or been purchased by Aggia may not be transferred, offered, pledged, sold, subject to a contract to sell, granted any options for the sale of or otherwise disposed of, directly or indirectly.

Following the Share Repurchase Date, in the event that there is net income for any fiscal quarter, then an amount equal to 40 % of the net income shall accrue as debt payable by Sadot Group to Aggia (the “Debt”), until such Debt has reached a maximum of $ 71.5 million.

Aggia waived the vesting of their shares for the three months ended June 30, 2025 and were not entitled to any under agreement for the three months ended September 30, 2025.

Additionally, for the three and nine months ended September 30, 2025, the Company reimbursed Aggia for all operating costs related to Sadot Agri-Foods of $ 0.4 million and $ 1.9 million, respectively.

For the three and nine months ended September 30, 2024, operating costs related to Sadot Agri-Foods of $ 0.8 million and $ 2.9 million, respectively.

The Company had accrued a sales tax liability for approximately $ 2.2 thousand and $ 2.0 thousand as of September 30, 2025, and December 31, 2024, respectively.

Employment Agreements

On May 28, 2025, the Company entered into an Employment Agreement with Chagay Ravid, ("Mr.

During the term of the Employment Agreement, Mr.

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

Ravid will receive a one-time grant of $ 100,000 in restricted stock grants vesting in four equal quarterly installments.

The restricted stock grant vests quarterly over one year in equal quarterly installments commencing October 1, 2025 which will be priced as of the start date.

Ravid is terminated by the Company for any reason other than cause Mr.

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

The Shares vest on a progressive schedule, at a rate equal to the net income of Sadot Agri-Foods, calculated quarterly divided by $ 31.25 ,

which for accounting purposes shall equal 40 % of the net income of Sadot Agri-Foods, calculated quarterly divided by $ 12.50 .

30 day period after July 14, 2028 (the “Share Repurchase Date”), Aggia may purchase any Shares not vested.

All Shares not

vested or purchased by Aggia, shall be repurchased by the Company from Aggia at per share price of $ 0.0001 per share.

Further, the parties

clarified that the Lock Up Agreement previously entered between the Company and Aggia dated November 16, 2022 shall be terminated on May

16, 2024 provided that any Shares that have not vested or been purchased by Aggia may not be transferred, offered, pledged, sold, subject

to a contract to sell, granted any options for the sale of or otherwise disposed of, directly or indirectly.

Following the Share Repurchase

Date, in the event that there is net income for any fiscal quarter, then an amount equal to 40% of the net income shall accrue as debt

payable by Sadot Group to Aggia (the “Debt”), until such Debt has reached a maximum of $ 71.5 million.

Additionally, for the years ended December 31, 2025

and 2024, the Company reimbursed Aggia for all operating costs related to Sadot Agri-Foods operating expenses including labor, operating

expenses and general administrative expenses of $ 0.0 million, $ 0.0 million and $ 1.9 million, respectively and all operating costs related

to Sadot Agri-Foods including labor, operating expenses and general administrative expenses of $ 1.8 million and $ 0.3 million and $ 1.7

million respectively.

On November 24, 2025, the Services Agreement with

Aggia was terminated and the parties’ ongoing consulting and performance-based compensation arrangement

As a result of the termination, no further services will be provided by Aggia and no additional performance-based share issuances

or related contingent compensation will be earned under the agreement.

Any previously issued shares and any residual rights or obligations,

if applicable, will continue to be governed by the terms of the agreement as amended prior to termination.

On November 20, 2025, the Company

entered into a Settlement Agreement with Aggia.

Pursuant to the Settlement Agreement, the Company and Aggia agreed to terminate the Services

Agreement dated as of November 14, 2022, as amended, and to fully settle, compromise, and discharge all claims, debts, obligations, and

liabilities arising out of or related to the Agreement Documents.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 will receive an annual base salary of $ 0.2 million for the first six months of employment.

At the end of the six month period, the Board of Directors shall review business key performance indicators, and subject to satisfactory performance, shall increase the base salary to a minimum of $ 0.4 million per year, as confirmed by the Board's compensation committee.

Such increased salary shall be effective from the first day of the seventh month of employment.

Sansom will be eligible for an annual performance bonus based on criteria to be determined by the Company’s Board of Directors.

Sansom will also receive a grant of restricted shares valued at $ 0.1 million, which will vest in equal quarterly installments beginning October 1, 2025, subject to continued employment and satisfactory performance.

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

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

Sansom for good reason, and subject to the execution of a general release, he will be entitled to severance pay equal to 12 months of his base salary.

to the Condensed Consolidated Financial Statements (Unaudited)

Litigations, Claims and Assessments

Cropit Litigation

On March 21, 2025, Cropit Farming Limited ("Cropit") commenced proceedings against our subsidiary, Sadot LLC in the Commercial Registry of the High Court of Zambia seeking rescission of certain joint venture agreements, return of assets, and damages of approximately $ 6.7 million USD.

Sadot LLC has denied all allegations and filed counterclaims seeking declaratory relief, specific performance, injunctive relief, and damages including punitive damages of approximately 0.2 million Zambian Kwacha ($ 7.6 thousand USD as of September 30, 2025).

Following unsuccessful mediation, Sadot LLC filed for injunctive relief in August 2025 alleging Cropit's material breaches of the 2023 Joint Venture Agreement, including misappropriation of approximately 5.0 million Zambian Kwacha ($ 0.2 million USD as of September 30, 2025), in company funds, denial of access to farms and financial records, and failure to transfer five parcels of farmland as contractually required.

Sadot LLC also intends to pursue arbitration under ICC rules.

Management believes Sadot LLC has reasonably favorable prospects of success and intends to vigorously defend the claims whilst pursuing counterclaims.

No material liability has been recorded as a loss is neither probable nor reasonably estimable at this time.

Lombard Litigation

On November 7, 2024, Lombard Trading International Corp.

filed an Amended Complaint against Sadot Group Inc.

and Sadot Latam LLC in Florida state court (Case No.:

2024-020971-CA-01) alleging unjust enrichment, conversion, fraud, conspiracy and civil theft related to a commodities transaction, seeking damages of $ 7.4 million.

The Company denies all allegations, has not received the goods or the Bills of Lading contractually required for completion of the transaction, and intends to vigorously defend the claims.

On August 1, 2025, the court dismissed Lombard's third motion in its entirety.

A hearing on the Company's motion to dismiss has been scheduled.

No contingent liability has been recorded as of September 30, 2025.

Zen-Noh America Holdings Corp Litigation

Zen-Noh America Holdings Corp.

("Zen-Noh") has commenced Grain and Feed Trade Association ("GAFTA") arbitration proceedings against both Sadot Latam LLC and Sadot Group Inc.

The Company believes the proceedings against Sadot Group Inc.

have been brought wrongly as it is neither a party to the contract nor acted on it in any capacity.

Sadot Latam LLC's defense is assessed as having reasonable prospects of success based on Trans Trade RK SA v State Food and Grain Corporation of Ukraine [2025] EWHC 1803 (Comm), which provides that a seller's right to payment only arises upon proper tender of conforming documents.

As conforming documents (including original bills of lading) were never properly tendered, this may lead to a claim by Sadot against Zen-Noh for amounts paid.

The parties are exchanging submissions with an award expected in April or May 2026.

Management intends to vigorously defend the claims.

No contingent liability has been recorded as of September 30, 2025.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Star Fund Litigation

Star Fund LLC ("Star Fund") claims $ 2.9 million against Sadot Group Inc., Sadot Latam LLC, and Lombard Trading International Corp., alleging Sadot Group Inc.

guaranteed Sadot Latam LLC's obligations under a March 2025 factoring agreement.

Star Fund advanced approximately $ 2.5 million against an invoice for a wheat shipment that allegedly failed when the wheat was diverted and Lombard refused payment.

Star Fund's case relies solely on an October 2023 board resolution authorizing management to guarantee subsidiary debt up to $ 10 million with certain specified lenders.

Star Fund was not mentioned in the resolution.

No actual guaranty document exists, and Sadot Group Inc.

was not party to the factoring agreement, promissory note, or underlying invoice.

The Company denies all allegations and intends to vigorously defend, including challenging jurisdiction and seeking dismissal on grounds that no guaranty exists.

Management believes Sadot Group Inc.

has reasonable prospects of success.

No contingent liability has been recorded as of September 30, 2025.

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

In the opinion of management and its legal counsel intend to defend the matters vigorously and cannot determine at this time whether they will result in a material adverse effect on the 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.

NASDAQ Notice

On November 7, 2023, the Company received notice from The Nasdaq Stock Market (“Nasdaq”) that the closing bid price for the Company’s common stock had been below $1.00 per share for the previous 30 consecutive business days, and that the Company was therefore not in compliance with the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Rule”).

The notice indicated that the Company would have 180 calendar days, until May 6, 2024, to regain compliance with this requirement.

On April 29, 2024, the Company submitted a request to Nasdaq requesting an additional 180 days to regain compliance.

On May 7, 2024, the Company received notice from Nasdaq that the request for an additional 180 days to regain compliance was approved.

The Company was eligible to regain compliance with the $1.00 minimum bid listing requirement if the closing bid price of its common stock is at least $1.00 per share for a minimum of ten (10) consecutive business days during the 180-day compliance period.

To qualify, the Company was required to meet the continued listing requirement for market value of the Company's publicly held shares and all other Nasdaq initial listing standards, except the bid price requirement, and was required to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period.

On October 9, 2024, the Company filed a Certificate of Change Pursuant to NRS 78.209 with the Nevada Secretary of State to effect the Reverse Stock Split, which became effective 12:01 am eastern on October 18, 2024.

As a result of the Reverse Stock Split, every 10 shares of the Company’s common stock issued and outstanding on the effective date were consolidated into one issued and outstanding share.

All stockholders who would be entitled to receive fractional shares as a result of the Reverse Stock Split received one whole share for their fractional share interest.

There was no change in the par value of our common stock.

The Company’s common stock began trading on a split-adjusted basis on Nasdaq at the commencement of trading on October 18, 2024 under the Company’s existing symbol “SDOT.” The Company’s common stock has been assigned a new CUSIP number of 627333305 in connection with the Reverse Stock Split.

On September 9, 2025, the Company received a letter (the “Staff Determination”) from the Listing Qualifications Department (the “Staff”) of Nasdaq notifying the Company that the Staff determined that the Company’s common stock had a closing bid price of less than $1.00 per share over the previous 30 consecutive business days from July 28, 2025 through September 8, 2025, and, as a result, did not comply with the Rule.

The Company was not eligible for the 180-calendar day compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A) because the Company effected a 1-for-10 reverse stock split on October 18, 2024, which occurred during the prior one-year period.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The Board unanimously approved a reverse split of the Company’s Common Stock at a ratio of one-for-ten (the “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 the Reverse Stock Split, which became effective 12:01 am eastern on September 15, 2025.

As a result of the Reverse Stock Split, every 10 shares of the Company’s Common Stock issued and outstanding on the effective date were consolidated into one issued and outstanding share.

All stockholders who would be entitled to receive fractional shares as a result of the Reverse Stock Split received one whole share for their fractional share interest.

There was no change in the par value of our Common Stock.

On October 10, 2025, the Company received a letter from the Nasdaq Listing Qualifications Hearings Department (the “Letter”).

The Letter notified the Company that it has regained compliance with the bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) and is therefore in compliance with the continued listing requirements for the Nasdaq Capital Market.

As a result, the hearing before the Nasdaq Hearings Panel scheduled for October 21, 2025 has been cancelled.

The Company’s common stock will continue to be listed and traded on The Nasdaq Stock Market.

Reportable Operating Segments

See Note 1 – Business organization and nature of operations for descriptions of our operating segments.

The Company’s reportable segments are determined based on the management approach, consistent with the way the Chief Operating Decision Maker (CODM) evaluates financial performance and allocates resources.

The CODM, identified as the Chief Executive Officer, regularly reviews discrete financial information for the Sadot Food Services and Sadot Agri-Foods segments to assess performance and make operational decisions.

The following table sets forth the results of operations for the relevant segments for the three and nine months ended September 30, 2025:

For the Three Months Ended September 30, 2025

Sadot food service Sadot agri-foods Corporate adj.

Total segments

$’000 $’000 $’000 $’000

Commodity sales — 272 — 272

Other revenues — 17 — 17

Cost of goods sold — ( 6,630 ) — ( 6,630 )

Gross profit / (loss) — ( 6,341 ) — ( 6,341 )

Depreciation and amortization expenses — ( 21 ) ( 1 ) ( 22 )

Stock-based expenses — — ( 584 ) ( 584 )

Sales, general and administrative expenses — ( 5,982 ) ( 1,406 ) ( 7,388 )

Loss from operations — ( 12,344 ) ( 1,991 ) ( 14,335 )

Interest expense, net — ( 424 ) ( 463 ) ( 887 )

Loss on debt extinguishment — — — —

Loss for continuing operations before income tax — ( 12,768 ) ( 2,454 ) ( 15,222 )

Income tax expense — — ( 2 ) ( 2 )

Net loss for continuing operations — ( 12,768 ) ( 2,456 ) ( 15,224 )

Loss for discontinued operations, net of income tax ( 38 ) — — ( 38 )

Net loss ( 38 ) ( 12,768 ) ( 2,456 ) ( 15,262 )

Net loss attributable to non-controlling interest — 73 — 73

Net loss attributable to Sadot Group Inc.

( 38 ) ( 12,695 ) ( 2,456 ) ( 15,189 )

Total assets 5,016 67,475 472 72,963

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Nine Months Ended September 30, 2025

Sadot food service Sadot agri-foods Corporate adj.

Total segments

$’000 $’000 $’000 $’000

Commodity sales — 246,778 — 246,778

Other revenues — 69 — 69

Cost of goods sold — ( 242,189 ) — ( 242,189 )

Gross profit — 4,658 — 4,658

Depreciation and amortization expenses — ( 73 ) ( 3 ) ( 76 )

Stock-based expenses — — ( 2,431 ) ( 2,431 )

Sales, general and administrative expenses — ( 9,444 ) ( 3,796 ) ( 13,240 )

Loss from operations — ( 4,859 ) ( 6,230 ) ( 11,089 )

Interest expense, net ( 2,116 ) ( 1,549 ) ( 3,665 )

Change in fair value of stock-based compensation — — 778 778

Loss on debt extinguishment — — ( 192 ) ( 192 )

Loss for continuing operations before income tax — ( 6,975 ) ( 7,193 ) ( 14,168 )

Income tax expense — — ( 2 ) ( 2 )

Net loss for continuing operations — ( 6,975 ) ( 7,195 ) ( 14,170 )

Income for discontinued operations, net of income tax 14 — — 14

Net income / (loss) 14 ( 6,975 ) ( 7,195 ) ( 14,156 )

Net loss attributable to non-controlling interest — 294 — 294

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

14 ( 6,681 ) ( 7,195 ) ( 13,862 )

Total assets 5,016 67,475 472 72,963

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The following table sets forth the results of operations for the relevant segments for the three and nine months ended September 30, 2024:

For the Three Months Ended September 30, 2024

Sadot food service Sadot agri-foods Corporate adj.

Total segments

$’000 $’000 $’000 $’000

Commodity sales — 200,906 — 200,906

Cost of goods sold — ( 193,247 ) — ( 193,247 )

Gross profit — 7,659 — 7,659

Depreciation and amortization expenses — ( 48 ) ( 1 ) ( 49 )

Stock-based expenses — — ( 1,713 ) ( 1,713 )

Sales, general and administrative expenses — ( 2,475 ) ( 949 ) ( 3,424 )

Income / (loss) from operations — 5,136 ( 2,663 ) 2,473

Interest expense , net — ( 1,267 ) ( 445 ) ( 1,712 )

Change in fair value of stock-based compensation — — 1,001 1,001

Income / (loss) for continuing operations before income tax — 3,869 ( 2,107 ) 1,762

Income tax expense — — ( 3 ) ( 3 )

Net income / (loss) for continuing operations — 3,869 ( 2,110 ) 1,759

Loss for discontinued operations, net of income tax ( 665 ) — — ( 665 )

Net income / (loss) ( 665 ) 3,869 ( 2,110 ) 1,094

Net loss attributable to non-controlling interest — 69 — 69

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

( 665 ) 3,938 ( 2,110 ) 1,163

Total assets 5,431 164,638 958 171,027

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Nine Months Ended September 30, 2024

Sadot food service Sadot agri-foods Corporate adj.

Total segments

$’000 $’000 $’000 $’000

Commodity sales — 480,706 — 480,706

Cost of goods sold — ( 464,448 ) — ( 464,448 )

Gross profit — 16,258 — 16,258

Depreciation and amortization expenses — ( 230 ) ( 2 ) ( 232 )

Stock-based expenses — — ( 4,430 ) ( 4,430 )

Sales, general and administrative expenses — ( 4,052 ) ( 2,466 ) ( 6,518 )

Income / (loss) from operations — 11,976 ( 6,898 ) 5,078

Interest expense , net — ( 1,451 ) ( 1,497 ) ( 2,948 )

Change in fair value of stock-based compensation — — 2,691 2,691

Income / (loss) for continuing operations before income tax — 10,525 ( 5,704 ) 4,821

Income tax expense — — ( 9 ) ( 9 )

Net income / (loss) for continuing operations — 10,525 ( 5,713 ) 4,812

Loss for discontinued operations, net of income tax ( 1,713 ) — — ( 1,713 )

Net income / (loss) ( 1,713 ) 10,525 ( 5,713 ) 3,099

Net loss attributable to non-controlling interest — 169 — 169

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

( 1,713 ) 10,694 ( 5,713 ) 3,268

Total assets 5,431 164,638 958 171,027

In 2024, assets related to our Sadot food services segment met the criteria for classification as Assets held for sale.

For additional information, see Note 3 – Significant accounting policies, Note 4 – Assets held for sale and Note 5 – Discontinued operations.

The Company will continue to evaluate its operating segments and update as necessary.

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 on September 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

September 30, 2025

Level 1 Level 2 Level 3 Total

$’000 $’000 $’000 $’000

Financial assets:

Derivative asset — — — —

Derivative contracts — — — —

Equity securities* — — 13,413 13,413

— — 13,413 13,413

Financial liabilities:

Derivative liability — — — —

* Carried at cost;

disclosed as Level 3 for informational purposes only

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

— 112,122 — 112,122

Financial liabilities:

Derivative liability — 92,094 — 92,094

Derivative contracts — 60 — 60

— 92,154 — 92,154

There were no transfers between fair value levels during the three and nine months ended September 30, 2025.

See Note 18 – Commitments and contingencies and Note 21 – Financial instruments for details related to the Derivative liability 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.

No observable price changes or impairment indicators were identified during the three and nine months ended September 30, 2025.

The following tables presents information about the Company's Level 3 roll forward for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Lombard Trading International Corp.

commenced two

related proceedings against Sadot Latam, LLC and the Company and in the 11th Judicial Circuit of Florida in and for Miami-Dade County,

Florida (Case No.:

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

In each case, plaintiff alleges a breach of contract claim related to an

agricultural commodities transaction against Sadot Latam, LLC and seeks damages in the approximate amount of $ 7.4 million and $ 17 million,

respectively.

The plaintiff also alleges an alter ego and contract guaranty claim against the Company related to the alleged breach of

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

The Company denies

the allegations and has filed its Answer, Affirmative Defenses, and Counterclaim, asserting a counterclaim of approximately $1.6 million

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

The Company has also filed a motion to dismiss

the alter ego and contract guaranty claims.

While the Company believes it has meritorious defenses, it cannot predict the outcome of this

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

Based on the assessment of the Company’s legal counsel,

a loss in respect of the plaintiff’s claim is reasonably possible but not probable, and the amount or range of potential loss cannot

be reasonably estimated at this time.

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

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 March 31, 2026, 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.

final round of submissions was allowed by the Tribunal, the final of which will be made in May 2026 by the Claimant.

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 March 31, 2026.

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

(AAA Case No.

01-25-0003- 4507).

Beginning Balance — — — —

Additions 13,413 — 13,413 —

Unrealized gain recognized in earnings — — — —

Transfers in / out of Level 3 — — — —

Sales / disposals — — — —

Ending Balance 13,413 — 13,413 —

Former Chairman’s employment claims under Texas law exceeding $0.3 million (excluding unvested

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

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 March 31, 2026.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 September 30, 2025, because observable market prices for the investment are not available and no valuation techniques using unobservable inputs were applied.

The investment is classified within Level 3 of the fair value hierarchy solely due to the absence of observable market data, rather than the use of a fair value model.

Changes in market conditions or project-specific developments could affect future assessments of impairment.

Financial Instruments

Inherent in our business is the risk of matching the timing of our purchase and sales contracts.

The prices of food and feed commodities (e.g., soybeans, wheat, corn, etc.) and carbon offset units we buy and sell are based on a constantly moving terminal market price determined by various exchanges (e.g., CME, Chicago Board of Trade ("CBOT") and Dalian Commodity Exchange ("DCE"), etc.).

Were we not to hedge such exposures, we could be exposed to significant losses due to the continually changing commodity prices.

We use commodity futures contracts to manage our exposure to this commodity price risk.

It is generally our policy to hedge such risks to the extent practicable.

We enter into hedges to limit our exposure to volatile price fluctuations that we believe would impact our gross margins on firm purchase and sales commitments.

As an example, if we enter into fixed price contracts with our suppliers and variable priced sales contracts with our customers, we will generally enter into a futures contract to sell the commodity for future delivery in the month when we expect the commodity price to be fixed according to the sales contract terms.

We repurchase this position once the pricing has been fixed with our customer.

If the underlying commodity price increases, we suffer a hedging loss and have an unrealized loss on derivative contracts, but the sales price to the customer is based on a higher market price and offsets the loss.

Conversely, if the commodity price decreases, we have a hedging gain and recognize an unrealized gain on derivative contracts, but the sales price to the customer is based on the lower market price and offsets the gain.

In accordance with FASB ASC 815, Derivatives and Hedging, we designate these derivative contracts as fair value hedges and recognize them on our balance sheet at fair value.

We also recognize offsetting changes in the fair value of the related firm purchase and sales commitment to which the hedge is attributable in earnings upon revenue recognition, which occurs at the time of delivery to our customers.

The potential for losses related to our hedging activities, given our hedging methodology, arises from the exchanges for our commodity hedges or customer defaults.

In the event of a customer default, we might be forced to sell the commodities in the open market and absorb losses for the commodities.

Our results of operations could be materially impacted by any counterparty or customer default, as we might not be able to collect money owed to us and/or our hedge might effectively be cancelled.

We use hedges for no purpose other than to avoid exposure to changes in commodity prices between when we buy a shipment of commodities from a supplier and when we deliver it to a customer.

Our derivatives are not for purposes of trading in the futures market.

We earn our gross profit / (loss) 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 on September 30, 2025 and December 31, 2024 are as follows:

Derivatives designated as fair value hedges Balance Sheet Location September 30, 2025 December 31, 2024

Asset (liability) derivatives:

Derivative contracts Other current liabilities — ( 60 )

Total — ( 60 )

to the Condensed Consolidated Financial Statements (Unaudited)

Nuval Trade S.A.

Sadot Latam LLC (GAFTA No.

is a GAFTA arbitration arising from two soybean meal contracts.

On April 17, 2026, a partial award was issued in favor of Nuval Trade

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 March 31, 2026, the total estimated liability, including interest and costs,

was approximately $12.9 million, which has been accrued.

The Andersons, Inc.

On September 26,

2025, The Andersons, Inc.

filed an admiralty and maritime action in the United States District Court for the Southern District of Ohio

in aid of an 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.

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

Accordingly, no contingent liability has been accrued under ASC 450 as of March 31, 2026.

Star Fund commenced proceedings alleging that Sadot

guaranteed Sadot Latam LLC’s obligations under a factoring agreement and claiming approximately $2.9 million.

against Sadot Group Inc.

was based solely on a 2023 board resolution authorizing management to guarantee subsidiary debt with specified

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

The guaranty count was dismissed by agreement

on December 9, 2025.

A motion for summary judgment by a codefendant was heard on February 25, 2026 and remains under advisement.

the dismissal by agreement of the guaranty count on December 9, 2025, the only count remaining against Sadot Group Inc.

is a derivative

unjust enrichment claim, in respect of which the Company maintains it has meritorious defenses on the basis that no executed guaranty

document exists, no benefit was received by Sadot Group Inc., and Star Fund was not a party identified in the underlying 2023 board resolution.

The matter remains pending against Sadot Group Inc.

and Sadot Latam LLC.

Based on the assessment of the Company’s legal counsel,

a loss in respect of the residual claim against Sadot Group Inc.

is reasonably possible but not probable, and the amount or range of potential

loss cannot be reasonably estimated at this time.

Accordingly, no contingent liability has been accrued in accordance with ASC 450 as

of March 31, 2026.

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.

The matter is at a preliminary stage.

The Company denies the allegations and will defend the proceedings.

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 March 31, 2026.

Centurion MPP Pte.

Sadot Latam LLC.

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.

The matter is at a preliminary stage.

The Company denies the allegations and will defend the proceedings.

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 March 31, 2026.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The table below summarizes the realized gain or (loss) on the Company’s derivative instruments that are designated as fair value hedges and their location in the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Income / (Loss):

Three Months Ended September 30,

Derivatives in hedging relationships Location of Gain / (Loss) Recognized 2025 2024

Derivative contracts Cost of goods sold — 5,461

Total — 5,461

Nine Months Ended September 30,

Derivatives in hedging relationships Location of Gain / (Loss) Recognized 2025 2024

Derivative contracts Cost of goods sold ( 31 ) 11,995

Total ( 31 ) 11,995

From time to time we may enter into forward purchase and sales contracts that do not meet the definition or qualify for hedge accounting.

Forward purchase and sales contracts are derivatives that were entered into to purchase or 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 or loss on derivative contracts.

For forward sale 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 an unrealized gain on derivative contract.

The difference in the fair value of the forward purchase contract and the contractual amount is recorded as an unrealized gain or loss on derivative contracts through cost of goods sold.

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.

The follow table sets forth the fair value of derivatives not designated as hedging instruments as of September 30, 2025 and December 31, 2024:

Derivatives Balance Sheet Location September 30, 2025 December 31, 2024

Asset (liability) derivatives:

Derivative contracts Other current assets — 18,602

Derivative asset Other current assets — 93,520

Derivative liability Other current liabilities — ( 92,094 )

Total — 20,028

to the Condensed Consolidated Financial Statements (Unaudited)

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 March 31, 2026 in respect of the principal

Based on the assessment of the Company’s legal counsel, a loss is probable and the principal amount has been accrued;

amount of any further interest, costs, and enforcement charges in excess of the accrued sum cannot be reasonably estimated at this time.

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 plaintiff’s positions are without merit and intends to vigorously

defend itself in all respects.

In early May 2026 the employee agreed to dismiss the complaint and move to an arbitration in Texas.

On February 18, 2026, Lisiten Associates Inc.

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 plaintiff’s

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.

NASDAQ Notice

On January 8, 2026, the Company received notice that

it was not in compliance with Nasdaq Listing Rule 5620(a) due to the failure to hold an annual meeting within twelve months of fiscal

The Company submitted a compliance plan on February 16, 2026, and on March 9, 2026 Nasdaq granted an extension until June 29,

2026 to regain compliance.

Subsequent to quarter-end, the Company held its annual meeting of shareholders on April 13, 2026, thereby satisfying

the requirements of Nasdaq Listing Rule 5620(a).

On May 5, 2026, Sadot Group Inc.

(the “Company”)

received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company

that it no longer satisfies the minimum shareholders’ equity requirement for continued listing on the Nasdaq Capital Market set

forth in Nasdaq Listing Rule 5550(b)(1).

Specifically, the Company’s shareholders’ equity as reported in its Annual Report

on Form 10-K for the fiscal year ended December 31, 2025 was ($54,745,000).

The Company does not meet the alternative compliance standards

of either a market value of listed securities of $35 million or net income from continuing operations of $ 500,000 in the most recently

completed fiscal year or in two of the last three most recently completed fiscal years.

Under Nasdaq rules, the Company has 45 calendar

days from the date of the letter (until June 22, 2026) to submit a plan to regain compliance.

If the plan is accepted, Nasdaq may grant

an extension of up to 180 calendar days from the date of the letter to evidence compliance.

The letter has no immediate effect on the

listing or trading of the Company’s common stock, which will continue to trade on The Nasdaq Capital Market under the symbol “SDOT,”

subject to the Company’s continued compliance with other listing requirements.

The Company intends to submit a compliance plan to

Nasdaq within the required timeframe and is evaluating various strategic options to regain compliance.

There can be no assurance that

the plan will be accepted by Nasdaq, that any extension will be granted, or that the Company will regain compliance within the allotted

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The table below summarizes the realized g ain or (loss) on the Company’s derivative instruments that are not designated as hedges and their location in the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Income / (Loss):

Three Months Ended September 30,

Derivatives Location of Gain / (Loss) Recognized 2025 2024

Derivative contracts Cost of goods sold — ( 1,718 )

Total — ( 1,718 )

Nine Months Ended September 30,

Derivatives Location of Gain / (Loss) Recognized 2025 2024

Derivative contracts Cost of goods sold ( 18,633 ) ( 2,969 )

Total ( 18,633 ) ( 2,969 )

See Note 18 – Commitments and contingencies for additional information.

to the Condensed Consolidated Financial Statements (Unaudited)

Stock Option and Stock Issuance Plan

The Company’s board of directors and shareholders approved and adopted on October 7, 2021 the 2021 Equity Incentive Plan (“2021 Plan”), effective on September 16, 2020, under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing.

The Company’s board of directors and shareholders

approved and adopted on October 7, 2021 the 2021 Equity Incentive Plan (“2021 Plan”) under which stock options and restricted

stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options,

stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including

cash bonus awards) or any combination of the foregoing.

Under the 2021 Plan, the Company reserved 15,000 shares of common stock for issuance.

As of September 30, 2025, 6,561 shares have been issued and 3,986 options to purchase shares have been awarded under the 2021 Plan.

The Company’s board of directors and shareholders approved and adopted on February 28, 2023, the 2023 Equity Incentive Plan (“2023 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing.

As of March 31, 2026, 6,561 shares have been issued and 3,986 options to purchase shares have been awarded under the 2021 Plan.

The Company’s board of directors and shareholders

approved and adopted on February 28, 2023 the 2023 Equity Incentive Plan (“2023 Plan”) under which stock options and restricted

stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options,

stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including

cash bonus awards) or any combination of the foregoing.

Under the 2023 Plan, the Company reserved 25,000 shares of common stock for issuance.

As of September 30, 2025, 24,238 shares have been issued and 690 option to purchase shares have been awarded under the 2023 Plan.

The Company’s board of directors and shareholders approved and adopted on December 20, 2023, the 2024 Equity Incentive Plan (“2024 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing.

As of March 31, 2026, 24,238 shares have been issued and 690 option to purchase shares have been awarded under the 2023 Plan.

The Company’s board of directors and shareholders

approved and adopted on October 27, 2023 the 2024 Equity Incentive Plan (“2024 Plan”) under which stock options and restricted

stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options,

stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including

cash bonus awards) or any combination of the foregoing.

Under the 2024 Plan, the Company reserved 75,000 shares of common stock for issuance.

As of September 30, 2025, 74,996 shares have been issued under the 2024 Plan.

As of March 31, 2026, 74,996 shares have been issued under the 2024 Plan and nil option to purchase shares have been awarded under the

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

to the Condensed Consolidated Financial Statements (Unaudited)

On November 19, 2025, the Company’s board of

directors approved the 2025 Equity Incentive Plan (the “2025 Plan”), subject to shareholder approval, which was subsequently

The 2025 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock

units, stock bonus awards, performance compensation awards and other equity-based awards to officers, directors, employees, consultants

and advisors of the Company.

Upon approval of the 2025 Plan, the Company reserved 7,000,000 shares of common stock for issuance under

The 2025 Plan supplements the Company’s prior equity incentive plans;

however, following adoption of the 2025 Plan, no

additional awards will be granted under the Company’s existing equity incentive plans, although previously granted awards will remain

outstanding in accordance with their terms.

As of March 31, 2026, no shares had been issued and no options had been granted under the

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.

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 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.

On April 25, 2025, the Company exchanged a note payable of $ 25.0 thousand for 1,894 shares of common stock.

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.

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.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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.

to the Condensed Consolidated Financial Statements (Unaudited)

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.

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.

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, discharge, 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

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.

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.

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

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.

On October 15, 2025, Sadot Group, Inc.

(the “Company”)

entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain accredited investors (the “Purchasers”)

pursuant to which the Company agreed to sell an aggregate of 103,577 shares of the Company’s common stock, par value $ 0.0001 per

share (the “Common Stock”), at a purchase price of $5.20 per share, for aggregate gross proceeds to the Company of approximately

$ 538,600 , before deducting placement agent fees and other offering expenses payable by the Company (the “Offering”).

expects to use the net proceeds from the Offering for general corporate purposes and working capital.

The Offering was conducted pursuant

to the Company’s effective shelf registration statement on Form S-3 (File No.

333-281842), which was declared effective by the Securities

and Exchange Commission (the “SEC”) on September 19, 2024, and a prospectus supplement dated October 16, 2025.The Company

issued and sold the above securities in reliance on the exemption from the registration requirements of the Securities Act of 1933, as

amended (the “Securities Act”) by virtue of Section 4(a)(2) thereof and/or Rule 506 of Regulation D thereunder.

On November 20, 2025, the Company entered into a settlement

and mutual release agreement with Aggia to resolve all claims, debts, and obligations arising from a previously existing services arrangement

and related instruments.

As part of the settlement, the Company agreed to issue 1,050,000 shares of its common stock and pay $ 75,000 in

The Company issued 257,000 shares shortly after execution of the agreement.

The remaining 793,000 shares are subject to shareholder

approval under Nasdaq Listing Rule 5635(d) and were included within accrued expenses as of December 31, 2025.

Shareholder approval for

the issuance of the remaining shares was received on April 13, 2026.

Upon shareholder approval, the restriction on issuance of the remaining

shares was satisfied.

Upon issuance, the related settlement obligations, including previously issued promissory notes, will be fully satisfied

and cancelled.

The settlement also provides for a mutual release of claims between the parties and termination of prior contractual arrangements.

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

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 (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.

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

As additional consideration, the Company issued an aggregate of 300,000 shares of the Company’s Common Stock to the Purchasers

on a pro rata basis (the “Incentive Shares”).

The SPA contains customary representations, warranties, covenants, and closing

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.

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 .

Preferred Stock

Our authorized preferred stock consists of 1,000,000 shares of preferred stock, $ 0.0001 par value per share.

As of September 30, 2025 there are no shares of preferred stock currently issued and outstanding.

The Company is authorized to issue 10,000,000 shares

of preferred stock, par value $ 0.0001 per share.

As of December 31, 2025, no preferred stock was issued and outstanding.

The preferred

stock is “blank check” preferred stock, the terms of which may be established by the Board of Directors from time to time.

On February 11, 2026, the Company designated 10,000

shares of its authorized preferred stock as Series A Preferred Stock and issued all 10,000 shares of such Series to an investor for aggregate

proceeds of approximately $ 145,000 , which has not been received as of March 31, 2026.

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's 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 $ 312.50 , which for accounting purposes shall equal 40 % of the net income of Sadot Agri-Foods, calculated quarterly divided by $ 125.00 .

Shares shall be considered issued and outstanding as of the effective 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.

Aggia permanently waived the vesting of RSA's for the three months ended June 30, 2025 and were not entitled to any for the three months ended September 30, 2025.

The total RSA's vested for Aggia for the nine months ended September 30, 2025 were 9,940 .

At March 31, 2026, there were 21,536 restricted share

awards outstanding awarded to employees, consultants and the board of directors.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

On September 30, 2025, there were 25,459 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:

Total RSA's Weighted-average

to the Condensed Consolidated Financial Statements (Unaudited)

A summary of the activity related to the restricted

share awards, is presented below:

Schedule of Restricted Share Awards and Warrants Activity

Weighted-average

Unvested at December

Granted 21,360 29.50

Forfeited — —

Vested ( 24,710 ) 97.00

Unvested at September 30, 2024 87,638 93.20

Unvested at, December 31, 2025

Granted 25,681 23.09

Forfeited ( 9,087 ) 34.42

Vested ( 33,370 ) 55.03

Unvested at September 30, 2025 47,257 63.02

Change in fair value of stock-based compensation on the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Income / (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.

Change in fair value of stock-based compensation was nil and $ 1.0 million for the three months ended September 30, 2025, and 2024, respectively, and $ 0.8 million and $ 2.7 million for the nine months ended September 30, 2025 and 2024, respectively.

See Note 18 – Commitments and contingencies for further details on Restricted Share Awards.

Unvested at March 31, 2026

See Note 15 – Commitments and contingencies

for further details on Restricted Share Awards.

Warrant and Option Valuation

The Company has computed the fair value of warrants and options granted using the Black-Scholes option pricing model.

The expected term used for warrants and options issued to non-employees is the contractual life.

The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected term of the instrument being valued, of similarly positioned public companies within its industry.

The Company has computed the fair value of warrants

and options granted using the Black-Scholes option pricing model.

The expected term used for warrants and options issued to non-employees

is the contractual life.

The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over

a period of time, equivalent to the expected term of the instrument being valued, of similarly positioned public companies within its

The risk-free interest rate was determined from the implied yields from U.S.

Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued.

Treasury zero-coupon bonds with a remaining term

consistent with the expected term of the instrument being valued.

During the three months ended March 31, 2026, there

were 0 shares forfeited upon resignation or termination of executives and board members.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

to the Condensed Consolidated Financial Statements (Unaudited)

A summary of option activity is presented below:

Schedule of Option Activity

Weighted-average

price Number of

options Weighted-average

Weighted-average

remaining life

(in years) Aggregate intrinsic value

Aggregate intrinsic value

Outstanding, December 31, 2024

Granted — — N/A —

Exercised — — N/A —

Forfeited 151.00 ( 150 ) N/A —

Outstanding, September 30, 2024 109.00 8,125 3.42 3,125

Exercisable and vested, September 30, 2024 99.60 3,288 3.31 1,538

Outstanding, December 31, 2025

Granted — — N/A —

Exercised — — N/A —

Forfeited 215.47 ( 3,223 ) N/A —

Outstanding, September 30, 2025 105.34 4,903 2.09 —

Exercisable and vested, September 30, 2025 101.89 3,595 1.91 —

A summary of warrants activity during the nine months ended September 30, 2025 and 2024 is presented below:

Exercisable and vested, December 31, 2025

Outstanding, December 31, 2025

Outstanding, March 31, 2026

Exercisable and vested, March 31, 2026

A summary of warrants activity during the three months

ended March 31, 2026 and 2025 is presented below:

Schedule of Warrants Activity

Weighted-average

price Number of

warrants Weighted-average

Weighted-average

remaining life

(in years) Aggregate intrinsic value

Aggregate intrinsic value

Outstanding, December 31, 2024

Granted — — N/A —

Exercised — — N/A —

Forfeited 314.70 ( 14,498 ) N/A —

Outstanding, September 30, 2024 189.00 159,301 2.07 —

Exercisable, September 30, 2024 189.00 159,302 2.07 —

Outstanding, December 31, 2025

Granted 12.50 12,504 4.85 —

Exercised — — N/A —

Forfeited 330.13 ( 3,871 ) N/A —

Outstanding, September 30, 2025 169.96 167,946 1.38 —

Exercisable, September 30, 2025 169.96 167,946 1.38 —

Exercisable, December 31, 2025

Outstanding, December 31, 2025

Outstanding, March 31, 2026

Exercisable, March 31, 2026

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

to the Condensed Consolidated Financial Statements (Unaudited)

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 September 30, 2025, 37,063 Pre-Funded Warrants were exercised.

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 amounted to $ 0.6 million for the three months ended September 30, 2025, of which $ 0.3 million, were executive compensation, $ 37.6 thousand were given to the board of directors, $ 0.3 million were given to consultants for services rendered and nil were stock-based consulting expenses paid to related party.

Stock-based compensation related to restricted stock issued to employees, directors and consultants, warrants and warrants to consultants amounted to $ 1.7 million for the three months ended September 30, 2024, of which $ 0.1 million, were executive compensation, $ 36.4 thousand, were given to the board of directors, $ 0.1 million were given to consultants for services rendered and $ 1.5 million were stock-based consulting expenses paid to related party.

Stock-based compensation related to restricted stock issued to employees, directors and consultants amounted to $ 2.4 million for the nine months ended September 30, 2025, of which $ 0.6 million, were executive compensation, $ 0.2 million were given to the board of directors, $ 0.7 million were given to consultants for services rendered and $ 1.0 million were stock-based consulting expenses paid to related party.

Stock-based compensation related to restricted stock issued to employees, directors and consultants, warrants and warrants to consultants amounted to $ 4.4 million for the nine months ended September 30, 2024, of which $ 0.2 million, were executive compensation, $ 0.1 million were given to the board of directors, $ 0.3 million were given to consultants for services rendered and $ 3.9 million were stock-based consulting expenses paid to related party.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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-Foods 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 500 to 1,500 ;

(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 144,243 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 1,500 to 2,000 at the Company’s Annual Meeting held on December 20, 2023.

As of September 30, 2025, Aggia owned 6.2 % of the Company's common stock.

During the three and nine months ended September 30, 2025, the Company recorded Stock-based consulting expense of nil and $ 1.0 million to its related party, Aggia for consulting services rendered.

During the three and nine months ended September 30, 2024, the Company recorded Stock-based consulting expense of $ 1.5 million and $ 3.9 million to its related party, Aggia for consulting services rendered.

For the three and nine months ended September 30, 2024, the Company reimbursed Aggia for all operating costs related to Sadot Agri-Foods of $ 0.8 million and $ 2.9 million, respectively.

On September 19, 2024, the Company received a loan from a related party, in an arm's length transaction, of $ 0.6 million, with a discount of $ 0.1 million, that matured on April 10, 2025.

The maturity was extended until July 18, 2025 for an increase in principal of $ 0.3 million, which was the same terms as an unrelated party loan extension.

This maturity has been extended until December 31, 2025, for immediate payment of $ 0.1 million towards principal balance, which was the same terms as an unrelated party loan extension, see Note 12 – Notes payable for additional details.

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.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Subsequent Events

Securities Purchase Agreement

On October 15, 2025, the Company entered into a Securities Purchase Agreement with various investors, pursuant to which the Company agreed to sell shares of common stock (par value $ 0.0001 per share) at a purchase price of $ 5.20 per share (subject to adjustment for forward or reverse stock splits, share dividends, share combinations and similar events).

The Company may issue up to an aggregate of 538,602 of shares of common stock under the terms of the agreement.

The Company has issued 103,577 under the agreement.

The closing of the offering is subject to customary closing conditions.

Secured Promissory Notes

On October 29, 2025, the Company entered into a Secured Promissory Note with an individual lender in the principal amount of $ 0.2 million.

The Note bears interest at 10 % per annum and matures on October 29, 2026.

The Note is secured by a security interest in all assets of the Company, including but not limited to accounts, equipment, inventory, intellectual property, and other personal property.

The Note includes customary events of default, and in the event of default, the interest rate increases to the lesser of 15 % per annum or the maximum rate permitted by law.

The Company may prepay the Note, in whole or in part, at any time without penalty.

Board of Directors Changes

On October 10, 2025, Na Yeon Hannah Oh notified the Company of her resignation as a member of the Company's Board of Directors (the "Board"), effective immediately.

In connection with her resignation from the Board, Ms.

Oh also resigned from her position as a member of the Board's Sustainability Committee.

Oh's resignation was a result of Ms.

Oh’s professional commitments and not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

On October 29, 2025, the Company’s Board also approved several governance changes.

The size of the Board was increased from five to six members, and Haggai Ravid, the Company’s Chief Executive Officer, was appointed as a director.

Following Mr.

Ravid’s appointment, David Errington, Ahmed Khan, Benjamin Petel, Stephen A.

Spanos, and Claudio Torres resigned from the Board.

Their resignations were not the result of any disagreement with the Company.

On October 30, 2025, the Board appointed Sean Schnapp, Alexander David, Liat Franco, and Yuriy Shirinyan as new directors to fill the vacancies.

The Board also reconstituted its standing committees, appointing Mr.

Schnapp as Chairperson of the Audit Committee and Audit Committee Financial Expert, Mr.

David as Chairperson of the Compensation Committee, and Ms.

Franco as Chairperson of the Nominating and Corporate Governance Committee.

Equity Line Commitment

In October 2025, the Company entered into this Purchase Agreement with an institutional investor (the “Investor”) pursuant to which the Company has the sole and unconditional right, at its sole discretion, to issue and sell to the Investor, from time to time, up to an aggregate of $ 10.0 million of its common stock (the “Commitment Amount”) over a 24-month period (the “Commitment Period”) commencing on the date the resale registration statement becomes effective and continuing until the earlier of (i) the expiration or termination of this Agreement, (ii) the full amount of the Commitment Amount has been issued and sold, or (iii) the date the parties agree to terminate the arrangement.

Under the Equity Line, the Company may deliver an advance notice at any time it elects to draw on the facility.

For each advance, the purchase price per share will equal 97 % of the lowest daily volume-weighted average price of the Company’s common stock during the applicable pricing period specified in the agreement.

The investor is required to purchase the shares covered by an advance notice provided the closing conditions are satisfied.

The agreement includes customary limitations, including a restriction that the investor’s beneficial ownership may not exceed 4.99 % of the Company’s outstanding common stock at any time, and a cap on total issuances under the facility of 19.99 % of the shares outstanding immediately prior to execution of the agreement, unless shareholder approval is obtained.

A resale registration statement covering all shares issuable under the Equity Line is required to remain effective throughout the term of the arrangement.

Stock-based compensation related to restricted stock

issued to employees, directors and consultants amounted to $0.4 million for the three months ended March 31, 2026, of which $ 0.2 million

were executive compensation, $ 3.1 thousand were given to the board of directors, $ 0.2 million were given to consultants for services rendered

and nil were stock-based consulting expenses paid to related party.

Stock-based compensation related to restricted stock

issued to employees, directors and consultants, warrants and warrants to consultants amounted to $ 1.5 million for the three months

ended March 31, 2025, of which $ 0.2 million were executive compensation, $ 0.1 million were given to the board of directors, $ 0.2 million

were given to consultants for services rendered and $ 1.0 million were stock-based consulting expenses paid to Aggia.

Party Transactions

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

Ravid’s appointment as Chief Executive Officer.

During the three months ended March 31, 2026, the Company paid approximately

$ 55.0 thousand to Newton Incorporated and $ 0.2 million during the year ended December 31, 2025.

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.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

In connection with this facility, the Company engaged a non-exclusive placement agent.

The placement agent is entitled to a cash fee equal to 1.25 % of the gross proceeds from any advances made under the Equity Line.

The placement agent’s engagement automatically terminates two months after the first advance, although the compensation provisions remain applicable to any future advances.

to the Condensed Consolidated Financial Statements (Unaudited)

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:

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.

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.

Potential Issuances Related to Financing and Settlements – Approval of potential issuances of common stock in connection with:

conversion of outstanding convertible notes, and

settlement arrangements, including obligations under the Aggia LLC settlement and other previously disclosed agreements.

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.

NASDAQ Notice

On May 5, 2026, Sadot Group Inc.

(the “Company”)

received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company

that it no longer satisfies the minimum shareholders’ equity requirement for continued listing on the Nasdaq Capital Market set

forth in Nasdaq Listing Rule 5550(b)(1).

Specifically, the Company’s shareholders’ equity as reported in its Annual Report

on Form 10-K for the fiscal year ended December 31, 2025 was ($54,745,000).

The Company does not meet the alternative compliance standards

of either a market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently

completed fiscal year or in two of the last three most recently completed fiscal years.

Under Nasdaq rules, the Company has 45 calendar

days from the date of the letter (until June 22, 2026) to submit a plan to regain compliance.

If the plan is accepted, Nasdaq may grant

an extension of up to 180 calendar days from the date of the letter to evidence compliance.

The letter has no immediate effect on the

listing or trading of the Company’s common stock, which will continue to trade on The Nasdaq Capital Market under the symbol “SDOT,”

subject to the Company’s continued compliance with other listing requirements.

The Company intends to submit a compliance plan to

Nasdaq within the required timeframe and is evaluating various strategic options to regain compliance.

There can be no assurance that

the plan will be accepted by Nasdaq, that any extension will be granted, or that the Company will regain compliance within the allotted

Convertible Note Conversions

Subsequent to March 31, 2026, between April 30, 2026

and May 5, 2026, certain holders of the Company’s convertible notes elected to convert an aggregate of approximately $3.6 million

of outstanding notes payable into shares of the Company’s common stock pursuant to the terms of the applicable notes.

In connection

with these conversions, the Company issued an aggregate of 11,559,964 shares of common stock, consisting of (i) 309,734 shares issued

at a conversion price of $0.9458 per share, (ii) 2,182,908 shares issued at a conversion price of $0.4559 per share, and (iii) 9,067,322

shares issued at a conversion price of $0.2511 per share.

The conversions reduced the Company’s outstanding indebtedness by the

corresponding amounts.

Preferred Stock – Proceeds Received

Subsequent to March 31, 2026, the Company

received aggregate cash proceeds of approximately $145.0 thousand related to the issuance of 10,000 shares of Series A Preferred Stock

to an investor on February 11, 2026.

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.

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

What changed 10-Q

Item 1. Financial Statements