[10-Q] Sadot Group Inc. Quarterly Earnings Report

Rhea-AI Filing Summary

Sadot Group Inc. (SDOT) reported a sharp downturn in Q3 2025, posting a net loss of $15.3 million compared with net income of $1.1 million a year earlier. Commodity sales fell to $0.3 million from $200.9 million, turning a prior gross profit into a $6.3 million gross loss and driving a $14.3 million operating loss. For the nine months, revenue from commodity sales declined to $246.8 million from $480.7 million and net results swung to a $14.2 million loss from $3.1 million income.

Liquidity weakened: cash was $0.6 million at September 30, 2025, with a working capital deficit of $1.5 million and an accumulated deficit of $97.1 million. Management disclosed substantial doubt about the company’s ability to continue as a going concern, citing losses, negative operating cash flow of $7.2 million year‑to‑date, and debt obligations maturing on December 31, 2025. Sadot raised $2.4 million from common stock issuance and entered factoring and borrowing arrangements, and it invested $13.4 million of accounts receivable into a 37.5% stake in an Indonesian carbon credit project.

Positive

• None.

Negative

• Substantial doubt about going concern: management highlights recurring losses, negative operating cash flow of $7.2 million year‑to‑date, a working capital deficit, and all debt maturing on December 31 2025.
• Severe deterioration in operating performance: Q3 2025 swung to a $15.3 million net loss from $1.1 million income, as commodity sales fell to $0.3 million from $200.9 million and gross profit turned into a $6.3 million loss.

Insights

Equity & Credit Analyst

Q3 shows severe revenue collapse, losses, and going concern risk.

Sadot Group moved from scale commodity trading to minimal Q3 activity, with commodity sales dropping to $0.3 million from $200.9 million. That shift drove a gross loss of $6.3 million versus prior profit and an operating loss of $14.3 million. For the nine months, commodity sales halved to $246.8 million, and net results swung to a $14.2 million loss.

Liquidity pressures are pronounced: cash was $0.6 million, working capital was a negative $1.5 million, and accumulated deficit reached $97.1 million as of September 30 2025. All outstanding debt matures on December 31 2025, and management explicitly notes substantial doubt about continuing as a going concern, even after adding borrowings, using a factoring facility, and raising $2.4 million of equity.

The company also exchanged $13.4 million of accounts receivable for a 37.5% stake in PT Green Bomas Indonesia, tied to future carbon credits, which now sits in other non‑current assets. The ultimate value depends on future project performance and an upcoming impairment evaluation planned for Q4 2025, so balance‑sheet outcomes will be driven by that assessment and by how the company addresses its 2025 debt maturities.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-39223

Sadot Group Inc.

(Exact name of registrant as specified in its charter)

Nevada						47-2555533
(State or other jurisdiction						(I.R.S. Employer
of incorporation)						Identification No.)

295 E. Renfro Street, Suite 209,

Burleson, Texas 76028

(Address of principal executive offices)

Registrant’s telephone number, including area code: (832) 604-9568

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

SDOT

The NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The number of shares if the Registrant’s common stock, $0.0001 par value per share, outstanding as of November 19, 2025, was 1,292,080.

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Sadot Group Inc.

Quarterly Report on Form 10-Q

For the Three and Nine Months Ended September 30, 2025

Table of Contents

Page

PART I

FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements (Unaudited)

4

Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2025 and December 31, 2024

4

Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss) (Unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024

5

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024

7

Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2025 and 2024

9

Notes to the Condensed Consolidated Financial Statements (Unaudited)

11

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

54

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

68

Item 4.

Controls and Procedures

68

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

69

Item 1A.

Risk Factors

70

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

71

Item 3.

Defaults Upon Senior Securities

73

Item 4.

Mine Safety Disclosures

73

Item 5.

Other Information

73

Item 6.

Exhibits

78

Signatures

84

3

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Sadot Group Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

			September 30, 2025						December 31, 2024
			$’000						$’000
ASSETS
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
Other current assets			12,864						126,966
Total current assets			47,669						152,679
Property and equipment, net			11,743						11,820
Other non-current assets			13,551						155
Total assets			72,963						164,654
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses			35,432						28,019
Notes payable, current, net of discount of $0.6 million and $0.9 million as of September 30, 2025 and December 31, 2024, respectively			11,540						7,390
Deferred revenue, current			—						2,251
Liabilities held for sale			2,142						2,333
Other current liabilities			26						92,177
Total current liabilities			49,140						132,170
Notes payable, non-current			47						—
Other non-current liabilities			92						111
Total liabilities			49,279						132,281
Equity:
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			1						1
Additional paid-in capital			117,931						112,406
Accumulated deficit			(97,121)						(83,187)
Accumulated other comprehensive loss			(85)						(27)
Total Sadot Group Inc. shareholders' equity			20,726						29,193
Non-controlling interest			2,958						3,180
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)

4

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Sadot Group Inc.

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

(Unaudited)

			Three Months Ended September 30,												Nine Months Ended September 30,
			2025						2024						2025						2024
			$’000						$’000						$’000						$’000
Commodity sales			272						200,906						246,778						480,706
Other revenues			17						—						69						—
Cost of goods sold			(6,630)						(193,247)						(242,189)						(464,448)
Gross profit / (loss)			(6,341)						7,659						4,658						16,258
Depreciation and amortization expenses			(22)						(49)						(76)						(232)
Stock-based expenses			(584)						(1,713)						(2,431)						(4,430)
Sales, general and administrative expenses			(7,388)						(3,424)						(13,240)						(6,518)
Income / (loss) from operations			(14,335)						2,473						(11,089)						5,078
Interest expense, net			(887)						(1,712)						(3,665)						(2,948)
Change in fair value of stock-based compensation			—						1,001						778						2,691
Loss on debt extinguishment			—						—						(192)						—
Income / (loss) for continuing operations before income tax			(15,222)						1,762						(14,168)						4,821
Income tax expense			(2)						(3)						(2)						(9)
Net income / (loss) for continuing operations			(15,224)						1,759						(14,170)						4,812
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
Net loss attributable to non-controlling interest			73						69						294						169
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)

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Sadot Group Inc.

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

(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)
Foreign exchange translation adjustment			(1)						(4)						(58)						(1)
Unrealized loss			—						(1)						—						(187)
Total other comprehensive loss			(1)						(5)						(58)						(188)
Total comprehensive income / (loss)			(15,263)						1,089						(14,214)						2,911
Comprehensive loss attributable to non-controlling interest			73						69						294						169
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)

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Sadot Group Inc.

Condensed Consolidated Statement of Changes in Stockholders' Equity

(Unaudited)

			Common Stock												Additional Paid-in Capital						Accumulated Deficit						Accumulated Other Comprehensive Income / (Loss)						Non-controlling Interest						Total
			Shares						Amount
									$’000						$’000						$’000						$’000						$’000						$’000
Balance at December 31, 2023			404,647						—						107,992						(87,179)						8						3,436						24,257
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
Stock based compensation - vesting of options and restricted stock awards			3,318						—						142						—						—						—						142
Foreign exchange translation adjustment			—						—						—						—						(4)						—						(4)
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)

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Sadot Group Inc.

Condensed Consolidated Statement of Changes in Stockholders' Equity

(Unaudited) (Continued)

			Common Stock												Additional Paid-in Capital						Accumulated Deficit						Accumulated Other Comprehensive Income / (Loss)						Non-controlling Interest						Total
			Shares						Amount
									$’000						$’000						$’000						$’000						$’000						$’000
Balance at December 31, 2024			522,514						1						112,406						(83,187)						(27)						3,180						32,373
Common stock issued as compensation for services			11,342						—						315						—						—						—						315
Stock based compensation - vesting of options and restricted stock awards			7,397						—						283						—						—						—						283
Foreign exchange translation adjustment			—						—						—						—						2						—						2
Unrealized loss			—						—						—						—						(88)						—						(88)
Net income / (loss)			—						—						—						938						—						(118)						820
Balance at March 31, 2025			541,253						1						113,004						(82,249)						(113)						3,062						33,705
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)

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Sadot Group Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

			Nine Months Ended September 30,
			2025						2024
			$’000						$’000
Cash Flows from Operating Activities
Net income (loss)			(14,156)						3,099
Adjustments to reconcile net income / (loss) to net cash (used in) / provided by operating activities:
Depreciation and amortization			76						232
Amortization of debt discount			1,730						—
Stock-based expenses			2,431						4,430
Gain / (loss) on fair value remeasurement			—						—
Change in fair value of stock-based compensation			(778)						(2,691)
Bad debt expense			5,355						1,200
Loss on debt extinguishment			192						—
Changes in operating assets and liabilities:
Accounts receivable, net			(16,394)						13,507
Inventory			563						1,301
Other current assets			113,996						(58,770)
Other non-current assets			(13,413)						46,323
Accounts payable and accrued expenses			7,574						(9,682)
Other current liabilities			—						47,714
Other non-current liabilities			(92,154)						(46,048)
Operating right to use assets and lease liabilities, net			—						2
Deferred revenue			(2,251)						734
Total adjustments			6,927						(1,748)
Net cash provided by / (used in) operating activities			(7,229)						1,351
Net cash used in operating activities - discontinued operations			(11)						(573)
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			—						(1)
Net cash provided by investing activities - discontinued operations			—						1,017
Cash Flows from Financing Activities
Proceeds from notes payable			12,062						4,125
Proceeds from issuance of common stock			2,425						—
Repayments of notes payable			(8,394)						(6,197)
Net cash provided by / (used in) financing activities			6,093						(2,072)
Net cash used in financing activities - discontinued operations			—						(113)
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)

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Sadot Group Inc.

Condensed Consolidated Statements of Cash Flows (Continued)

(Unaudited)

			Nine Months Ended September 30,
			2025						2024
			$’000						$’000
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest			4,432						3,111
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)

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Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

1.    Business Organization and Nature of Operations

Sadot Group Inc. ("Sadot Group" or "SGI" or together with its subsidiaries, the “Company”), a Nevada corporation was incorporated in Nevada on October 25, 2019. In late 2022, SGI transformed from a U.S.-centric restaurant business into a global organization focused on the Agri-food commodity supply chain. 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 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.

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. 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.

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Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Working Capital

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

			As of
			September 30, 2025						December 31, 2024
			$’000						$’000
Cash			581						1,786
Accounts Receivable, net			29,054						18,014
Inventory			154						717
Other current assets(1)			12,864						126,966
Assets held for sale(2)			5,016						5,196
Total current assets			47,669						152,679
Accounts payable and accrued expenses			35,432						28,019
Notes payable, net			11,540						7,390
Other current liabilities(3)			26						94,428
Liabilities held for sale(4)			2,142						2,333
Total current liabilities			49,140						132,170
Working capital(5)			(1,471)						20,509
Current ratio(6)			0.97						1.16

(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

2.    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.

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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.

3.    Significant 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 Balance Sheet as of December 31, 2024, 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.

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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						—		%

Use of Estimates

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

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

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

•the estimated useful lives of intangible and depreciable assets;

•estimates and assumptions used to value warrants and options;

•the recognition of revenue;

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

•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. 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.

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Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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.

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

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.

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,

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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. 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

Intangible Assets

The Company accounts for recorded intangible assets in accordance with the Accounting Standards Codification (“ASC’) 350 “Intangibles – Goodwill and Other”. In accordance with ASC 350, the Company does not amortize intangible assets having indefinite useful lives. The Company’s goodwill has an indefinite life and is not amortized. The Company's goodwill and intangible assets with a finite life are evaluated for impairment at least annually, or more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. ASC 350 requires that goodwill and intangible assets be tested for impairment at the reporting unit level (operating segment or one level below an operating segment). Application of the impairment testing requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill and intangible assets to reporting units, and determining the fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or impairment. In the first quarter of 2024, the intangible assets were moved to assets held for sale. See Note 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.

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Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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:

			Amounts
			$’000
Beginning balance at December 31, 2024			—
Additions			13,413
Adj. for observable price changes			—
Impairments			—
Ending balance at September 30, 2025			13,413

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Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Related Parties

A party is considered to be related to the Company if the party directly, indirectly, or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Revenue Recognition

The Company’s revenues consist of Commodity sales, Restaurant sales, Franchise royalties and fees, Franchise advertising fund contributions, and Other revenues. The Company recognizes revenues according to Topic 606 of FASB, “Revenue from Contracts with Customers”. Under the guidance, revenue is recognized in accordance with a five-step revenue model, as follows: (1) identifying the contract with the customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations; and (5) recognizing revenue when (or as) the entity satisfies a performance obligation. In applying this five-step model, we made significant judgments in identifying the promised goods or services in our contracts with franchisees that are distinct, and which represent separate performance obligations.

Seasonality

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

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.

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Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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. See Note 18 – 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
Convertible debt			614,615						—			614,615						—
Total potentially dilutive shares			838,620						220,834			842,030						248,709

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.

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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
(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
Weighted-average shares outstanding:
Basic			871,759						469,335						659,565						443,607
Effect of potentially dilutive RSAs			—						7,556						—						2,948
Effect of potentially dilutive convertible debt			—						24,242						—						24,242
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		%

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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
Number of customers			2						5						3						4
Type			Commodities						Commodities						Commodities						Commodities
% of sales			100		%				95		%				88		%				74		%

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 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.

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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.

Convertible Debt and Embedded Features

The Company accounts for convertible debt in accordance with ASC 470-20. It evaluates any embedded conversion features under ASC 815-15 to determine whether they must be separated and recorded as derivative liabilities. If the conversion feature is based only on the Company’s own stock and both the number of shares and the conversion price are fixed (the “fixed-for-fixed” rule), it qualifies for the equity exception and is not treated as a derivative. Convertible notes that meet this equity exception are recorded at amortized cost using the effective interest method. Under ASC 825, companies are allowed to measure certain financial instruments at fair value instead of amortized cost; however, the Company has not elected this fair value option for its convertible notes.

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.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.

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

Tax benefits claimed or expected to be claimed on a tax return are recorded in the Company’s financial statements. A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Uncertain tax positions have had no impact on the Company’s financial condition, results of operations or cash flows. The Company does not expect any significant changes in its unrecognized tax benefits within years of the reporting date.

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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).

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. dollar, subsidiary statements of income and cash flows must be translated into U.S. dollars for consolidation purposes based on weighted-average exchange rates in each monthly period. As a result, fluctuations of local currencies compared to the U.S. dollar during each monthly period impact our consolidated statements of income and cash flows for each reported period (per quarter and year-to-date) and also affect comparisons between those reported periods.

Non-controlling Interests

The Company consolidates entities in which the Company has a controlling financial interest. The Company consolidates subsidiaries in which the Company holds, directly or indirectly, more than 50% of the voting rights. Non-controlling interests represent third-party equity ownership interests in the Company’s farming consolidated entity. The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a VIE (“variable interest entities”). These evaluations are complex and involve judgment and the use of estimates and assumptions based on available historical information, among other factors. The Company considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses control through means other than voting rights (“variable interest entities” or “VIEs”) and determines which business entity is the primary beneficiary of the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively. The Company has no VIEs 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.

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.

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Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The adoption of this guidance on December 31, 2024 did not have a material impact on the Company's Consolidated Financial Statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"). The standard is intended to enhance transparency of income statement disclosures, primarily through additional disaggregation of relevant expense captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027. Entities can adopt the change prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of the standard on its consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging and Revenue from Contracts with Customers - Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASC 2025-07”) which applies to all entities that enter into non-exchange-traded contracts with underlyings based on operations or activities specific to one of the parties to the contract. The new guidance excludes from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract. ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the standard on its consolidated financial statements.

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.

4.    Assets Held For Sale

2024 Disposal group held for sale

After launching Sadot Agri-Foods, the Company made the decision to explore the option of selling a portion of our restaurant operations. During the first quarter of 2024, the Company entered into an agreement with a brokerage firm to have the exclusive rights to offer and sell the Muscle Maker Grill and 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.

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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:

			As of
			September 30, 2025						December 31, 2024
			$’000						$’000
Cash			307						266
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			123						170
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.

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Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

5.    Discontinued Operations

After launching Sadot Agri-Foods, the Company made the decision to explore the option of selling a portion of our restaurant operations. During the first quarter of 2024, the Company entered into an agreement with a brokerage firm to have the exclusive rights to offer and sell the Muscle Maker Grill and 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 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
Cost of goods sold			—						(563)						—						(3,113)
Gross profit			460						266						1,237						890
Depreciation and amortization expenses			—						—						—						(189)
Franchise advertising fund expenses			(33)						(12)						(68)						(40)
Post-closing expenses			—						(91)						(59)						(120)
Sales, general and administrative expenses			(479)						(822)						(1,100)						(2,252)
Income / (loss) from discontinued operations			(52)						(659)						10						(1,711)
Other income			2						—						3						19
Interest expense, net			12						(6)						1						(21)
Income / (loss) from discontinued operations before income tax			(38)						(665)						14						(1,713)
Income tax benefit / (expense) from discontinued operations			—						—						—						—
Income / (loss) from discontinued operations			(38)						(665)						14						(1,713)

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Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

6.    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:

			As of
			September 30, 2025						December 31, 2024
			$’000						$’000
Balance at beginning of period			105						173
Adjustments related to Sadot food services			—						54
Adjustments related to Sadot agri-foods			2,180						28
Transferred to assets held for sale			—						(150)
Balance at end of period			2,285						105

7.    Other Current Assets

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

			As of
			September 30, 2025						December 31, 2024
			$’000						$’000
Prepaid expenses			1,776						1,911
Other receivables			5						82
Derivative assets, current			—						93,520
Derivative contracts			—						18,602
Notes receivable, current			2,395						6,999
Deposit on farmland			5,852						5,852
Deposit on acquisition			2,836						—
Other Current Assets			12,864						126,966

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.

8.    Other Non-Current Assets

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

			As of
			September 30, 2025						December 31, 2024
			$’000						$’000
Security deposits			22						23
Right to use assets			116						132
Investment in equity security			13,413						—
Other non-current assets			13,551						155

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

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Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

9.    Property and Equipment, Net

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

			As of
			September 30, 2025						December 31, 2024
			$’000						$’000
Furniture and equipment			231						232
Vehicles			215						215
Leasehold improvements			11						11
Land and land improvements			11,766						11,766
Construction in process			6						6
Property and equipment, gross			12,229						12,230
Less: accumulated depreciation			(486)						(410)
Property and equipment, net			11,743						11,820

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).

10.    Goodwill and Other Intangible Assets, Net

The Company’s intangible assets include trademarks, franchisee agreements, franchise license, domain names, customer list, proprietary recipes and non-compete agreements. Intangible assets are amortized over useful lives ranging from 5 to 10 years. 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:

			Intangible assets, net at December 31, 2023						Impairment of intangible assets						Amortization expense						Transfer to assets held for sale						Intangible assets, net at September 30, 2024						Intangible assets, net at December 31, 2024						Impairment of intangible assets						Amortization expense						Transfer to assets held for sale						Intangible assets, net at September 30, 2025
			$’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)						—						—						—						—						—						—

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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			—						—						—						—

11.    Accounts Payables and Accrued Expenses

Accounts payables and accrued expenses consist of the following:

			As of
			September 30, 2025						December 31, 2024
			$’000						$’000
Accounts payable			5,025						2,187
Accrued payroll and bonuses			1,176						690
Accrued expenses			226						51
Accrued interest expenses			73						7
Accrued professional fees			224						249
Accounts payable commodities			28,706						24,833
Sales taxes payable			2						2
			35,432						28,019

12.    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.

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Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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.

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. 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.

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.

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.

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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:

			Principal Amount
			$’000
10/1/25-9/30/26			12,153
10/1/26-9/30/27			47
10/1/27-9/31/28			—
Thereafter			—
Total maturities			12,200
Less discount			(613)
Notes payable, net			11,587

13.    Leases

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:

			As of
			September 30, 2025						December 31, 2024
			$’000						$’000
Assets
Total lease assets			116						132
Right to use asset			116						132
Liabilities
Total lease liabilities			118						272
Transferred to liabilities held for sale			—						(138)
Operating leases – current			26						23
Operating leases – non-current			92						111

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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:

			Total
			$’000
Fiscal Year:
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			—
Thereafter			—
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		%

14.    Deferred Revenue

The Company's deferred revenue consists of the following:

			As of
			September 30, 2025						December 31, 2024
			$’000						$’000
Deferred revenues, net			—						2,251
Less: deferred revenue, current			—						(2,251)
Deferred revenues, non-current			—						—

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

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Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

15.    Other Current Liabilities

Other current liabilities consist of the following:

			As of
			September 30, 2025						December 31, 2024
			$’000						$’000
Derivative contracts			—						60
Operating lease liability, current			26						23
Derivative liability, current			—						92,094
			26						92,177

16.    Other Non-Current Liabilities

Other non-current liabilities consist of the following:

			As of
			September 30, 2025						December 31, 2024
			$’000						$’000
Operating lease liability, non-current			92						111
			92						111

17.    Income Taxes

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

			Nine Months Ended September 30,
			2025						2024
			$’000						$’000
Income tax expense			2						9

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

			As of
			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%.

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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.

18.    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.

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Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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”). 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. 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. Ravid.'). During the term of the Employment Agreement, Mr. Ravid will serve as Chief Executive Officer of the Company and will be entitled to a base salary at the annualized rate of $200,000. Mr. Ravid will receive a one-time grant of $100,000 in restricted stock grants vesting in four equal quarterly installments. The restricted stock grant vests quarterly over one year in equal quarterly installments commencing October 1, 2025 which will be priced as of the start date. If Mr. Ravid is terminated by the Company for any reason other than cause Mr. Ravid will be entitled to a severance package of 12 months of salary.

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

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.

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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.

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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.

19.    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

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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

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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

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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
Revenues:
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.

20.    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

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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
			$’000						$’000						$’000						$’000
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						—

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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.

21.    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:

$’000

$’000

Derivative contracts

Other current liabilities

—

(60)

Total

—

(60)

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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
									$’000						$’000
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
									$’000						$’000
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:

$’000

$’000

Derivative contracts

Other current assets

—

18,602

Derivative asset

Other current assets

—

93,520

Derivative liability

Other current liabilities

—

(92,094)

Total

—

20,028

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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 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
									$’000						$’000
Derivative contracts			Cost of goods sold						—						(1,718)
Total									—						(1,718)

									Nine Months Ended September 30,
Derivatives			Location of Gain / (Loss) Recognized						2025						2024
									$’000						$’000
Derivative contracts			Cost of goods sold						(18,633)						(2,969)
Total									(18,633)						(2,969)

See Note 18 – Commitments and contingencies for additional information.

22.    Equity

Stock Option and Stock Issuance Plan

2021 Plan

The Company’s board of directors and shareholders approved and adopted on October 7, 2021 the 2021 Equity Incentive Plan (“2021 Plan”), 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. 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.

2023 Plan

The Company’s board of directors and shareholders approved and adopted on February 28, 2023, the 2023 Equity Incentive Plan (“2023 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2023 Plan, the Company reserved 25,000 shares of common stock for issuance. As of September 30, 2025, 24,238 shares have been issued and 690 option to purchase shares have been awarded under the 2023 Plan.

2024 Plan

The Company’s board of directors and shareholders approved and adopted on 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. 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.

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Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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.

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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.

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.

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.

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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 grant date fair value
									$
Unvested at, December 31, 2023			90,988						108.50
Granted			21,360						29.50
Forfeited			—						—
Vested			(24,710)						97.00
Unvested at September 30, 2024			87,638						93.20
Unvested at December 31, 2024			64,033						70.82
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.

Warrant and Option Valuation

The Company has computed the fair value of warrants and options granted using the Black-Scholes option pricing model. The expected term used for warrants and options issued to non-employees is the contractual life. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected term of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued.

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Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Options

A summary of option activity is presented below:

			Weighted-average exercise price						Number of options						Weighted-average remaining life (in years)						Aggregate intrinsic value
			$																		$’000
Outstanding, December 31, 2023			109.00						8,275						4.26						—
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, 2024			108.39						8,126						4.26						—
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						—

Warrants

A summary of warrants activity during the nine months ended September 30, 2025 and 2024 is presented below:

			Weighted-average exercise price						Number of warrants						Weighted-average remaining life (in years)						Aggregate intrinsic value
			$																		$’000
Outstanding, December 31, 2023			196.90						173,799						2.61						—
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, 2024			186.20						159,313						1.82						—
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						—

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Sadot Group, Inc.

Notes 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.

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.

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Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

23.    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.

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, 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.

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Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

24.    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. Ms. 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.

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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.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Preliminary Note

The following Management’s Discussion and Analysis (“MD&A”), prepared as of November 19, 2025, should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements of Sadot Group Inc. ("Sadot Group"), for the three and nine months ended September 30, 2025, together with the audited financial statements of the Company for the year ended December 31, 2024 and the accompanying MD&A for that fiscal year appearing in our Annual Report on 2024 Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2025. Unless otherwise indicated or the context otherwise requires, all references to the terms “Company,” “company,” "Sadot", “we,” “us,” “our”, “Group” and similar terms refer to Sadot Group Inc., together with its consolidated subsidiaries.

Our website address is http://sadotgroupinc.com. The information on, or that can be accessed through, our website is not part of this Report. The SEC also maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are also available to the public through the SEC’s website at www.sec.gov.

This MD&A is the responsibility of management. Prior to its release, the Company’s Board of Directors (the “Board”) approved this MD&A on the Audit Committee’s recommendation. The Company presents its financial statements in U.S. Dollars. Amounts in this MD&A are stated in U.S. Dollars unless otherwise indicated.

Forward-Looking Statements

This Report contains forward-looking statements as defined in the federal securities laws. Forward-looking statements generally relate to future events or our future financial or operating performance. These forward-looking statements are not guarantees of future performance, conditions, or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of Sadot Group Inc's management’s control. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “forecast,” “model,” “proposal,” “should,” “may,” “intend,” “estimate,” and “continue,” and similar expressions (or the negative versions of such words or expressions), are intended to identify forward-looking statements. These forward-looking statements include, without limitation, information concerning Sadot’s possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment and possible growth opportunities. Such statements should be read in conjunction with the discussion of liquidity, capital resources, and management’s plans contained elsewhere in this Report, including the disclosure regarding substantial doubt about the Company’s ability to continue as a going concern. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Reference is made to “Factors That May Affect Future Results and Financial Condition” in this Item 2 for a discussion of some of the uncertainties, risks and assumptions associated with these statements.

OVERVIEW

Sadot Group Inc. is our parent company and is headquartered in Burleson, Texas. In late 2022, Sadot Group began a transformation from a U.S.-centric restaurant business into a global organization focused on the Agri-Foods supply-chain. As of September 30, 2025, Sadot Group consisted of 1 distinct operating unit and 1 discontinued operations.

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. Sadot Agri-Foods was formed as part of the Company’s diversification strategy to own and operate, through its subsidiaries, the business lines throughout the food supply chain. Sadot Agri-Foods seeks to diversify over time into a sustainable and forward-looking global agri-foods company. Following the financial performance in Q3 the management are in active discussions with the Board on alternatives to address this situation. All options are being assessed. The management continue to focus on monetizing the current assets of the Trading business as efficiently as possible. It should be highlighted that the risk of future impairments on current assets is a possibility in Q4.

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Sadot Restaurant Group, LLC ("Sadot Food Services"): has three unique “healthier for you” concepts, including two fast casual restaurant concepts, Pokémoto and Muscle Maker Grill, plus one subscription-based fresh prep meal concept, SuperFit Foods. SuperFit Foods was sold in August 2024. This entire operating segment was identified as held for sale. Please see Note 4 – Assets held for sale and Note 5 – Discontinued operations for further details.

Key Financial Definitions

We review a number of financial and operating metrics, including the following key metrics and non-GAAP measures, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. Governmental and other economic factors affecting our operations may vary.

			Three Months Ended September 30,												Nine Months Ended September 30,
			2025						2024						2025						2024
			$’000						$’000						$’000						$’000
Commodity sales			272						200,906						246,778						480,706
Other revenues			17						—						69						—
Cost of goods sold			(6,630)						(193,247)						(242,189)						(464,448)
Gross profit / (loss)			(6,341)						7,659						4,658						16,258
Depreciation and amortization expenses			(22)						(49)						(76)						(232)
Stock-based expenses			(584)						(1,713)						(2,431)						(4,430)
Sales, general and administrative expenses			(7,388)						(3,424)						(13,240)						(6,518)
Income / (loss) from operations			(14,335)						2,473						(11,089)						5,078
EBITDA			(14,351)						2,858						(10,413)						6,288
EBITDA attributable to Sadot Group Inc.			(14,278)						2,927						(10,119)						6,457

Our key business and financial metrics are explained in detail below.

Revenues

Our revenues are derived from Commodity sales. Revenues from commodity sales have declined substantially in Q3. The business has experienced significant trading difficulties around capital to support new trades, disputes on settlement of existing trades and a number of legal disputes on historic trades. As mentioned above there is an ongoing board review of the business model that will conclude in Q4. Impairments on assets of the Trading business cannot be excluded in Q4

Cost of Goods Sold

Cost of goods sold includes commodity costs, labor, rent and other operating expenses.

Reclassification

During the three and nine months ended September 30, 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.

Depreciation and Amortization Expenses

Depreciation and amortization expenses primarily consist of the depreciation of property and equipment.

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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 our 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 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. Aggia waived the consulting fee of 40% on Net income generated by Sadot LLC for the three months ended September 30, 2025. Stock-based expenses were $0.6 million and $1.7 million, for the three months ended September 30, 2025 and 2024 and $2.4 million and $4.4 million, for the nine months ended September 30, 2025 and 2024, respectively, and are recorded in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss).

Sales, General and Administrative Expenses

Sales, general and administrative expenses include expenses associated with corporate and administrative functions that support our operations, including wages, benefits, travel expense, legal and professional fees, training, investor relations and other corporate costs. We incur incremental Sales, general and administrative expenses as a result of being a publicly listed company on the NASDAQ capital market.

Other (Expense) / Income

Total Other (expense) / income listed below the Loss from operations in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss) consists of Change in fair value of stock-based compensation, loss on debt extinguishment and Interest expense, net.

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.

Income Tax Benefit / (Expense)

Income tax benefit / (expense) represent federal, state and local current and deferred income tax expense.

Net Income (Loss) Attributable to Non-controlling Interests

Net loss attributable to non-controlling interests were $0.1 million and $0.1 million for the three months ended September 30, 2025 and 2024, respectively. and $0.3 million and $0.2 million for the nine months ended September 30, 2025 and 2024, respectively. During the year ended December 31, 2023 the Company created a joint-venture in which the Company has a 70% interest and the third-party equity ownership has a 30% Non-controlling interest.

Non-GAAP Measures

EBITDA and EBITDA Margin are non-GAAP measures. We define EBITDA as Net loss, adjusted for depreciation, amortization, interest income / (expense), and income taxes. We believe that EBITDA and EBITDA Margin, (collectively, the “Non-GAAP Measures”) are useful metrics for investors to understand and evaluate our operating results and ongoing profitability because they permit investors to evaluate our recurring profitability from our ongoing operating activities.

EBITDA and EBITDA Margin, have certain limitations, and you should not consider them in isolation or as a substitute for analysis of our results of operations as reported under U.S. GAAP. We caution investors that amounts presented in accordance with our definitions of any of the Non-GAAP Measures may not be comparable to similar measures disclosed by other issuers, because some issuers calculate certain of the Non-GAAP Measures differently or not at all, limiting their usefulness as direct comparative measures.

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Reconciliations of EBITDA and Other Non-GAAP Measures

The following table presents a reconciliation of EBITDA from the most comparable U.S. GAAP measure, Net income and the calculations of the Net income Margin and EBITDA Margin 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
			$’000						$’000						$’000						$’000
Net income / (loss)			(15,262)						1,094						(14,156)						3,099
Adjustments to EBITDA:
Depreciation and amortization expenses			22						49						76						232
Interest expense, net			887						1,712						3,665						2,948
Income tax expense			2						3						2						9
EBITDA			(14,351)						2,858						(10,413)						6,288
EBITDA attributable to non-controlling interest			73						69						294						169
EBITDA attributable to Sadot Group Inc.			(14,278)						2,927						(10,119)						6,457
Gross profit / (loss)			(6,341)						7,659						4,658						16,258
Gross profit / (loss) attributable to Sadot Group Inc.			(6,268)						7,728						4,952						16,427
Net income/ (loss) margin attributable to Sadot Group Inc.			(5281.0)		%				0.5		%				(5.7)		%				0.6		%
EBITDA margin attributable to Sadot Group Inc.			(4940.5)		%				1.5		%				(4.1)		%				1.3		%

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Unaudited Condensed Consolidated Results of Operations - Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

The following table represents selected items in our Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss) for the three months ended September 30, 2025 and 2024, respectively:

			Three Months Ended September 30,												Variance
			2025						2024						$						%
			$’000						$’000						$’000
Commodity sales			272						200,906						(200,634)						(99.9)		%
Other revenues			17						—						17						NM
Cost of goods sold			(6,630)						(193,247)						186,617						(96.6)		%
Gross profit / (loss)			(6,341)						7,659						(14,000)						(182.8)		%
Depreciation and amortization expenses			(22)						(49)						27						(55.1)		%
Stock-based expenses			(584)						(1,713)						1,129						(65.9)		%
Sales, general and administrative expenses			(7,388)						(3,424)						(3,964)						115.8		%
Income / (loss) from operations			(14,335)						2,473						(16,808)						(679.7)		%
Interest expense, net			(887)						(1,712)						825						(48.2)		%
Change in fair value of stock-based compensation			—						1,001						(1,001)						(100.0)		%
Income / (loss) for continuing operations before income tax			(15,222)						1,762						(16,984)						(963.9)		%
Income tax expense			(2)						(3)						1						(33.3)		%
Net income / (loss) for continuing operations			(15,224)						1,759						(16,983)						(965.5)		%
Net income / (loss) for discontinued operations			(38)						(665)						627						(94.3)		%
Net loss attributable to non-controlling interest			73						69						4						5.8		%
Net income / (loss) attributable to Sadot Group Inc.			(15,189)						1,163						(16,352)						(1406.0)		%
NM= not meaningful

The following table sets forth our results of operations as a percentage of total revenue for each period presented preceding:

			Three Months Ended September 30,
			2025						2024
Commodity sales			94.1		%				100.0		%
Other revenues			5.9		%				—		%
Cost of goods sold			(2294.1)		%				(96.2)		%
Gross profit / (loss)			(2194.1)		%				3.8		%
Depreciation and amortization expenses			(7.6)		%				—		%
Stock-based expenses			(202.1)		%				(0.9)		%
Sales, general and administrative expenses			(2556.4)		%				(1.7)		%
Income / (loss) from operations			(4960.1)		%				1.2		%
Interest expense, net			(306.9)		%				(0.9)		%
Change in fair value of stock-based compensation			—		%				0.5		%
Income / (loss) for continuing operations before income tax			(5267.1)		%				0.9		%
Income tax expense			(0.7)		%				—		%
Net income / (loss) for continuing operations			(5267.8)		%				0.9		%
Net income / (loss) for discontinued operations			(13.1)		%				(0.3)		%
Net loss attributable to non-controlling interest			25.4		%				—		%
Net income / (loss) attributable to Sadot Group Inc.			(5255.7)		%				0.6		%

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Gross Profit / (Loss)

			Three Months Ended September 30,												Variance
			2025						2024						$						%
			$’000						$’000						$’000
Commodity sales			272						200,906						(200,634)						(99.9)		%
Other revenues			17						—						17						NM
Cost of goods sold			(6,630)						(193,247)						186,617						(96.6)		%
Gross profit / (loss)			(6,341)						7,659						(14,000)						(182.8)		%
NM= not meaningful

Our gross (loss) profit totaled $6.3 million loss for the three months ended September 30, 2025, compared to $7.7 million profit for the three months ended September 30, 2024. The $14.0 million decrease is primarily attributed to a decrease in Commodity sales partially offset by a decrease in Cost of goods sold.

We generated Commodity sales of $0.3 million for the three months ended September 30, 2025, compared to $200.9 million for the three months ended September 30, 2024. This represented a decrease of $200.6 million, This decrease is due to Sadot Agri Foods being unable to enter into additional trades because of lack of working capital.

We generated Other revenues of $17.0 thousand for the three months ended September 30, 2025, compared to nil for the three months ended September 30, 2024. This represented an increase of $17.0 thousand, which is attributable to management fees income due to a new management service offered.

Cost of goods sold for the three months ended September 30, 2025, totaled $6.6 million compared to $193.2 million for the three months ended September 30, 2024. The $186.6 million or 96.6% change is a direct result of the decrease in sales, reclassifying Sadot Agri-Foods consulting fees to sales, general and administrative cost in 2025 and the reclass of gain on derivative contracts.

Depreciation and Amortization Expenses

			Three Months Ended September 30,												Variance
			2025						2024						$						%
			$’000						$’000						$’000
Depreciation and amortization expenses			(22)						(49)						27						(55.1)		%

Depreciation and amortization expenses for the three months ended September 30, 2025, totaled $22.0 thousand compared to $49.0 thousand, for the three months ended September 30, 2024. The $27.0 thousand decrease is mainly attributed to Farm related assets being fully depreciated in 2024.

Stock-Based Expenses

			Three Months Ended September 30,												Variance
			2025						2024						$						%
			$’000						$’000						$’000
Stock-based expenses			(584)						(1,713)						1,129						(65.9)		%

Stock-based expenses for the three months ended September 30, 2025, totaled $0.6 million compared to $1.7 million for the three months ended September 30, 2024. The $1.1 million decrease in Stock-based expenses is primarily the result Aggia waiving the 40% of the Net income due to them for consulting fees. Based on the servicing agreement with Aggia, the consulting fees are calculated at approximately 40.0% of the Net income generated by Sadot Agri-Foods. This expense is paid in the vesting in restricted stock that was issued to Aggia in 2024 and this was waived by Aggia for the three months ended June 30, 2025.

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Sales, General and Administrative Expenses

			Three Months Ended September 30,												Variance
			2025						2024						$						%
			$’000						$’000						$’000
Sales, general and administrative expenses			(7,388)						(3,424)						(3,964)						115.8		%

Sales, general and administrative expenses for the three months ended September 30, 2025, totaled $7.4 million compared to $3.4 million for the three months ended September 30, 2024. The $4.0 million increase was primarily attributable to an increase in consulting fees as a result of reclassifying Sadot Agri-Foods consulting fees from cost of goods sold in 2025.

Other Income / (Expense)

			Three Months Ended September 30,												Variance
			2025						2024						$						%
			$’000						$’000						$’000
Total other income / (expense), net			(887)						(711)						(176)						24.8		%

Other income for the three months ended September 30, 2025, totaled $0.9 million expense compared to $0.7 million income for the three months ended September 30, 2024. The $0.2 million decrease in income was primarily attributable to a $1.0 million decrease in income due to the change in fair value of stock-based compensation due to Aggia waiving its consulting fees and vesting of stock and a $0.8 million decrease in interest expense.

The following table represents selected items in our Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss) for the three months ended September 30, 2025, by our operating segments:

			Three Months Ended September 30, 2025
			Sadot food service						Sadot agri-foods						Corporate adj.						Consolidated
			$’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 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

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The following table represents selected items in our Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss) for the three months ended September 30, 2024, by our operating segments:

			Three Months Ended September 30, 2024
			Sadot food service						Sadot agri-foods						Corporate adj.						Consolidated
			$’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

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Unaudited Condensed Consolidated Results of Operations - Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

The following table represents selected items in our Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss) for the nine months ended September 30, 2025 and 2024, respectively:

			Nine Months Ended September 30,												Variance
			2025						2024						$						%
			$’000						$’000						$’000
Commodity sales			246,778						480,706						(233,928)						(48.7)		%
Other revenues			69						—						69						NM
Cost of goods sold			(242,189)						(464,448)						222,259						(47.9)		%
Gross profit / (loss)			4,658						16,258						(11,600)						(71.3)		%
Depreciation and amortization expenses			(76)						(232)						156						(67.2)		%
Stock-based expenses			(2,431)						(4,430)						1,999						(45.1)		%
Sales, general and administrative expenses			(13,240)						(6,518)						(6,722)						103.1		%
Income / (loss) from operations			(11,089)						5,078						(16,167)						(318.4)		%
Interest expense, net			(3,665)						(2,948)						(717)						24.3		%
Change in fair value of stock-based compensation			778						2,691						(1,913)						(71.1)		%
Loss on debt extinguishment			(192)						—						(192)						NM
Income / (Loss) Before Income Tax			(14,168)						4,821						(18,989)						(393.9)		%
Income tax expense			(2)						(9)						7						(77.8)		%
Net income / (loss) for continuing operations			(14,170)						4,812						(18,982)						(394.5)		%
Net income / (loss) for discontinued operations			14						(1,713)						1,727						(100.8)		%
Net loss attributable to non-controlling interest			294						169						125						74.0		%
Net income / (loss) attributable to Sadot Group Inc.			(13,862)						3,268						(17,130)						(524.2)		%
NM= not meaningful

The following table sets forth our results of operations as a percentage of total revenue for each period presented preceding:

			Nine Months Ended September 30,
			2025						2024
Commodity sales			100.0		%				100.0		%
Other revenues			—		%				—		%
Cost of goods sold			(98.1)		%				(96.6)		%
Gross profit			1.9		%				3.4		%
Depreciation and amortization expenses			—		%				—		%
Stock-based expenses			(1.0)		%				(0.9)		%
Sales, general and administrative expenses			(5.4)		%				(1.4)		%
Income / (loss) from operations			(4.5)		%				1.1		%
Interest expense, net			(1.5)		%				(0.6)		%
Change in fair value of accrued compensation			0.3		%				0.6		%
Loss on debt extinguishment			(0.1)		%				—		%
Income / (loss) for continuing operations before income tax			(5.7)		%				1.0		%
Income tax expense			—		%				—		%
Net income / (loss) for continuing operations			(5.7)		%				1.0		%
Net income / (loss) for discontinued operations			—		%				(0.4)		%
Net loss attributable to non-controlling interest			0.2		%				—		%
Net income / (loss) attributable to Sadot Group Inc.			(5.6)		%				0.7		%

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Gross Profit / (Loss)

			Nine Months Ended September 30,												Variance
			2025						2024						$						%
			$’000						$’000						$’000
Revenues:
Commodity sales			246,778						480,706						(233,928)						(48.7)		%
Other revenues			69						—						69						NM
Cost of goods sold			(242,189)						(464,448)						222,259						(47.9)		%
Gross profit / (loss)			4,658						16,258						(11,600)						(71.3)		%
NM= not meaningful

Our gross profit / (loss) totaled $4.7 million for the nine months ended September 30, 2025, compared to $16.3 million for the nine months ended September 30, 2024. The $11.6 million decrease is primarily attributed to a decrease in Cost of goods sold and an increase in other revenues, partially offset by a decrease in Commodity sales.

We generated Commodity sales of $246.8 million for the nine months ended September 30, 2025. Commodity sales for the nine months ended September 30, 2024 was $480.7 million. This represented a decrease of $233.9 million, which is primarily due to the Company not taking on trades with unfavorable margins.

We generated Other revenues of $0.1 million or the nine months ended September 30, 2025, compared to nil for the nine months ended September 30, 2024. This represented an increase of $0.1 million, which is attributable to management fees income due to a new management service offered.

Cost of goods sold for the nine months ended September 30, 2025, totaled $242.2 million. The Cost of goods sold for the nine months ended September 30, 2024 was $464.4 million. The $222.3 million change is primarily due to a direct result of the decrease in sales, reclassifying Sadot Agri-Foods consulting fees to sales, general and administrative cost in 2025 and the reclass of gain on derivative contracts .

Depreciation and Amortization Expenses

			Nine Months Ended September 30,												Variance
			2025						2024						$						%
			$’000						$’000						$’000
Depreciation and amortization expenses			(76)						(232)						156						(67.2)		%

Depreciation and amortization expenses for the nine months ended September 30, 2025 totaled $0.1 million compared to $0.2 million, for the nine months ended September 30, 2024. The $0.2 million decrease is mainly attributed to Farm related assets being fully depreciated in 2024.

Stock-Based Expenses

			Nine Months Ended September 30,												Variance
			2025						2024						$						%
			$’000						$’000						$’000
Stock-based expenses			(2,431)						(4,430)						1,999						(45.1)		%

Stock-based expenses for the nine months ended September 30, 2025, totaled $2.4 million compared to $4.4 million for the nine months ended September 30, 2024. The $2.0 million decrease in Stock-based expenses is primarily the result Aggia waiving the 40% of the Net income due to them for consulting fees. Based on the servicing agreement with Aggia, the consulting fees are calculated at approximately 40.0% of the Net income generated by Sadot Agri-Foods. This expense is paid in the vesting in restricted stock that was issued to Aggia in 2025 and this was waived by Aggia for the three months ended June 30, 2025

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Sales, General and Administrative Expenses

			Nine Months Ended September 30,												Variance
			2025						2024						$						%
			$’000						$’000						$’000
Sales, general and administrative expenses			(13,240)						(6,518)						(6,722)						103.1		%

Sales, general and administrative expenses for the nine months ended September 30, 2025 totaled $13.2 million, compared to $6.5 million, for the nine months ended September 30, 2024. The $6.7 million increase was primarily attributable to an increase in consulting fees as a result of reclassifying Sadot Agri-Foods consulting fees from cost of goods sold.

Total Other Income, Net

			Nine Months Ended September 30,												Variance
			2025						2024						$						%
			$’000						$’000						$’000
Total other income / (expense), net			(3,079)						(257)						(2,822)						1098.1		%

Total other income / (expense), net for the nine months ended September 30, 2025 totaled $3.1 million compared to $0.3 million loss, for the nine months ended September 30, 2024. The $2.8 million decrease in Total other income / (expense), net was attributable to a $0.7 million increase in Interest expense and a $0.2 million increase on Loss on extinguishment of debt, partially offset by a decrease of $1.9 million gain in the Change in fair value of accrued compensation.

The following table represents selected items in our Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss) for the nine months ended September 30, 2025 and 2024, by our operating segments:

			Nine Months Ended September 30, 2025
			Sadot food service						Sadot agri-foods						Corporate adj.						Consolidated
			$’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

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			Nine Months Ended September 30, 2024
			Sadot food service						Sadot agri-foods						Corporate adj.						Consolidated
			$’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

Liquidity and Capital Resources

Working Capital

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

			As of
			September 30, 2025						December 31, 2024
			$’000						$’000
Cash			581						1,786
Accounts Receivable, net			29,054						18,014
Inventory			154						717
Other current assets(1)			12,864						126,966
Assets held for sale(2)			5,016						5,196
Total current assets			47,669						152,679
Accounts payable and accrued expenses			35,432						28,019
Notes payable, net			11,540						7,390
Other current liabilities(3)			26						94,428
Liabilities held for sale(4)			2,142						2,333
Total current liabilities			49,140						132,170
Working capital(5)			(1,471)						20,509
Current ratio(6)			0.97						1.16

(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

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

Availability of Additional Funds

Our main financial objectives are to prudently manage financial risk, ensure access to liquidity and minimize cost of capital in order to efficiently finance our business and maintain balance sheet strength. We generally finance our ongoing operations with cash flows generated from operations, borrowings under various credit facilities and term loans.

On September 30, 2025, current ratio, which equals Total current assets divided by Total current liabilities, was 0.97, a decrease of 0.19, compared to current ratio of 1.16 on December 31, 2024. On September 30, 2025, working capital deficit, which equals Total current assets less Total current liabilities, was $1.5 million a decrease of $22.0 million, compared to a working capital surplus of $20.5 million on December 31, 2024. The decrease in current ratio and working capital was primarily due to an increase in Accounts receivable and an increase in Accounts payable and accrued expenses partially offset by a decrease in Other current liabilities, a decrease in Other current assets, and a decrease in Assets held for sale.

While the Company maintains a base of current assets, including inventories and receivables, the timing and certainty of converting these assets into cash has presented operational challenges and led the business to increase borrowing to cover collection delays. During Q3 the company increased its borrowing by $1.3 million. Subsequent to Q3 the business has entered into further borrowing agreements These are referred to in Note 24 – Subsequent events. These short-term borrowings, together with the equity line of credit, are expected to provide interim credit support.

The Company is currently experiencing delays in converting receivables into cash, which has impacted the timing of available liquidity. Management continues to actively manage collections, review credit facilities, and negotiate repayment arrangements with certain creditors to support liquidity requirements.

In the event we are required to obtain additional financing—whether through borrowings, private placements, public offerings, or strategic transactions such as mergers or asset sales—there can be no assurance that such efforts will be successful. Failure to obtain adequate funding could require us to sell one or more business lines or assets, enter into a business combination, or reduce or cease operations. Any such transactions, to the extent available, could result in significant dilution to existing shareholders or the loss of their investment in our Company.

We will need to raise additional capital. Such additional capital may not be available nor may the terms of such capital be generally acceptable. In addition, any future sale of our equity securities could dilute the ownership and control of your shares and could be at prices substantially below prices at which our shares currently trade. We may seek to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. Any failure to raise additional funds on favorable terms could have a material adverse effect on our liquidity and financial condition.

Management has performed a going concern assessment covering a period of twelve months from the issuance date of these unaudited condensed consolidated financial statements. While there is no assurance that existing borrowings and the equity line of credit will provide sufficient funding to support operations for the full assessment period, management believes it remains appropriate to prepare the financial statements on a going-concern basis. Management believes the actions described above, 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, substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date these financial statements are 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.

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Sources and Uses of Cash for the Nine Months Ended September 30, 2025 and 2024

For the nine months ended September 30, 2025, Net cash used in operating activities from continuing operation was $7.2 million compared to $1.4 million provided by operating activities for the nine months ended September 30, 2024. Net cash used in operating activities from discontinued operations was $11.0 thousand and Net cash provided by operating activities from discontinued operations was $0.6 million, respectively, for the nine months ended September 30, 2025 and 2024. Our Net cash used for the nine months ended September 30, 2025, was primarily attributable to our Net loss of $14.2 million, adjusted for net non-cash income in the aggregate amount of $9.0 million and $2.1 million of Net cash used by changes in the levels of operating assets and liabilities. Our Net cash provided for the nine months ended September 30, 2024, was primarily attributable to our Net income of $3.1 million, adjusted for net non-cash income in the aggregate amount of $3.2 million and $4.9 million of Net cash used in changes in the levels of operating assets and liabilities.

For the nine months ended September 30, 2025, Net cash used in investing activities was nil . For the nine months ended September 30, 2024, Net cash used in investing activities from continuing operations was $1.0 thousand, consisting of $13.0 thousand, which was used in the purchase of property and equipment, partially offset by $12.0 thousand, which was provided by the disposal of property and equipment. Net cash provided by investing activities from discontinued operations was $1.0 million.

For the nine months ended September 30, 2025, Net cash provided by financing activities from continuing operations was $6.1 million, consisting of proceeds from notes payable of $12.1 million and proceeds from issuance of common stock of $2.4 million, partially offset by repayments of various other notes payable of $8.4 million. Net cash used in financing activities from discontinued operations was nil and $0.1 million, respectively, for the nine months ended September 30, 2025 and 2024. For the nine months ended September 30, 2024, Net cash used in financing activities was $2.1 million, consisting of repayments of various other notes payable of $6.2 million partially offset by $4.1 million of proceeds from notes payable.

Critical Accounting Policies and Estimates

Our accounting policies are more fully described in Note 3 – Significant accounting policies to our consolidated financial statements included as part of this Annual Report on Form 10-K. As disclosed in Note 3, the preparation of financial statements in conformity with U.S. GAAP requires management to make substantial judgment or estimation in their application that may significantly affect reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ significantly from those estimates. We believe the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require management's most difficult, subjective and complex judgments.

Recently Issued 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 standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The adoption of this guidance on December 31, 2024 did not have a material impact on the Company's Consolidated Financial Statements and related disclosures.

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In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"). The standard is intended to enhance transparency of income statement disclosures, primarily through additional disaggregation of relevant expense captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027. Entities can adopt the change prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of the standard on its consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging and Revenue from Contracts with Customers - Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASC 2025-07”) which applies to all entities that enter into non-exchange-traded contracts with underlyings based on operations or activities specific to one of the parties to the contract. The new guidance excludes from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract. ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the standard on its consolidated financial statements.

Seasonality

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 and as such, must have sufficient working capital to fund its operations at a reduced level. The failure to generate or obtain sufficient working capital during the winter may have a material adverse effect on the Company.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of September 30, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of such date, our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information requested to be disclosed by us in our reports that we file or submit under the Exchange Act.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three and nine months ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are a defendant or plaintiff in various legal actions that arise in the normal course of business. We record legal costs associated with loss contingencies as incurred and have accrued for all probable and estimable settlements.

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.

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.

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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.

Item 1.A. Risk Factors

In addition to the Risk Factors set forth below, see Item 7 ("Management's Discussion and Analysis of Financial Condition and Results of Operations - Factors that May Affect Future Results and Financial Condition") of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 11, 2025.

We face significant operational challenges in our global agri-foods operations, which have resulted in a significant curtailing of our operations and could materially adversely affect our business, financial condition, results of operations, and future prospects.

Our business involves farming, commodity trading, and shipping of food and feed products, such as soybean meal, wheat, and corn, via dry bulk cargo ships across global markets. We have recently encountered substantial operational issues that have severely impacted our ability to conduct these activities effectively. These challenges include, but are not limited to, disruptions in our supply chain, such as delays in sourcing raw materials, logistical bottlenecks in shipping and transportation, and inefficiencies in our farming operations due to adverse weather conditions, labor shortages, or equipment failures. Additionally, geopolitical tensions, trade restrictions, fluctuating commodity prices, and increased competition in the agri-foods sector have compounded these issues, leading to halted or suspended trading activities and an inability to fulfill contracts or secure new ones.

As a result of these operational difficulties, we have had to curtail a significant portion of our operations, which has strained our liquidity, increased our reliance on external financing, and heightened the risk of default under our existing obligations. If we are unable to resolve these operational challenges in a timely manner—through measures such as restructuring our supply chain, diversifying our sourcing strategies, or investing in improved infrastructure—our business may continue to suffer prolonged periods of inactivity. This could lead to further erosion of our market position, loss of key customers and partners, regulatory scrutiny, or even insolvency. Moreover, our dependence on global markets exposes us to ongoing risks from external factors, including volatile commodity prices, changes in international trade policies, environmental regulations, and disruptions from events like pandemics, natural disasters, or political instability in key regions where we operate or source materials.

There can be no assurance that we will successfully overcome these operational issues or resume revenue-generating activities. Failure to do so could result in a material adverse effect on our financial condition, stock price, and ability to continue as a going concern, potentially leading to delisting from Nasdaq or other exchanges, reduced access to capital, and diminished investor confidence.

We will need additional capital to fund our operations, which, if obtained, could result in substantial dilution or significant debt service obligations. We may not be able to obtain additional capital on commercially reasonable terms, which could adversely affect our liquidity and financial position.

In order to continue operating, we may need to obtain additional financing, either through borrowings, private placements, public offerings, or some type of business combination, such as a merger, or buyout, and there can be no assurance that we will be successful in such pursuits. We may be unable to acquire the additional funding necessary to continue operating. Accordingly, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary for us to sell one or more lines of business or all or a portion of our assets, enter into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our shareholders losing all of their investment in our Company.

We require significant capital in relation to our Sadot operations, including continuing access to credit markets, to operate our current business and fund our growth strategy. Our working capital requirements, including margin requirements on open positions on futures exchanges, are directly affected by the price of agricultural commodities, which may fluctuate significantly and change quickly. Moreover, the expansion of our business and pursuit of acquisitions or other business opportunities may require significant amounts of capital. Access to credit markets and pricing of our capital is dependent upon maintaining sufficient credit ratings from credit rating agencies. Sufficient credit ratings allow us to access cost

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competitive tier one commercial paper markets. If we are unable to maintain sufficiently high credit ratings, access to these commercial paper and other debt markets and costs of borrowings could be adversely affected. If we are unable to generate sufficient cash flow or maintain access to adequate external financing, including as a result of significant disruptions in the global credit markets, it could restrict our current operations and our growth opportunities. We manage this risk with constant monitoring of credit/liquidity metrics, cash forecasting, and routine communications with credit rating agencies regarding risk management practices.

If we need to raise additional capital, we do not know what the terms of any such capital raising would be. In addition, any future sale of our equity securities could dilute the ownership and control of your shares and could be at prices substantially below prices at which our shares currently trade. We may seek to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. Any failure to raise additional funds on favorable terms could have a material adverse effect on our liquidity and financial condition.

Our indebtedness could negatively affect our financial condition, decrease our liquidity and impair our ability to operate the business.

If cash on hand is insufficient to pay our obligations or margin calls as they come due at a time when we are unable to draw on our credit facility, it could have an adverse effect on our ability to conduct our business. Our ability to make payments on and to refinance our indebtedness will depend on our ability to generate cash in the future. Our ability to generate cash is dependent on various factors. These factors include general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Certain of our long-term borrowings include provisions that require minimum levels of working capital and equity and impose limitations on additional debt. Our ability to satisfy these provisions can be affected by events beyond our control, such as the demand for and the fluctuating price of commodities. Noncompliance with these provisions could result in default and acceleration of long-term debt payments.

We are subject to significant pending litigation that, if resolved unfavorably, could result in substantial monetary damages exceeding our current financial resources and potentially lead to bankruptcy.

We are involved in multiple material legal proceedings with aggregate claimed damages that would exceed our cash availability (excluding interest, punitive damages, and counterclaim-related exposures). These include a lawsuit in Zambia seeking rescission of agreements and damages, and an arbitration in London for alleged non-delivery and breach of contract. Although we believe we have meritorious defenses and have asserted substantial counterclaims, litigation outcomes are inherently uncertain. An adverse judgment or series of judgments in one or more of these matters could require payments that exceed our available cash, insurance coverage, and access to capital, which could materially impair our liquidity, force us to seek additional financing on unfavorable terms, or result in insolvency or bankruptcy proceedings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuance of 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.

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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 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.

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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.

The issuance of the above securities is exempt from the registration requirements under Rule 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 as promulgated under Regulation D.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Management/Board Changes

On April 11, 2025, Kevin Mohan resigned as Chief Investment Officer effective May 5, 2025.

On April 27, 2025, the Company with deep sadness announced that Marvin Yeo, age 53, a member of the Company’s Board of Directors and Sustainability Committee, unexpectedly passed away on Sunday, April 27, 2025.

On May 7, 2025, the Company appointed David Hanna as the Interim Chief Executive Officer, effective June 2, 2025. Mr. Hanna succeeded Catia Jorge who resigned for personal reasons as Chief Executive Officer on May 2, 2025, effective June 1, 2025. Mr. Hanna never assumed the position of Interim Chief Executive Officer as Chagay Ravid was name Chief Executive Office on May 28, 2025.

On May 8, 2025, Kevin Mohan, a director of the Company, and Mark McKinney, the Chairman of the Board of Directors (the “Board”) and a member of the Compensation Committee and the Audit Committee, submitted resignations from the Board and its committees, effective immediately. Neither director had any disagreement with the Company with respect to its operations, policies or practices.

On May 22, 2025, Claudio Torres was appointed to the Compensation Committee.

On May 22, 2025, Ahmed Khan was appointed to the Audit Committee.

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On May 28, 2025, the Company appointed Chagay Ravid as the Chief Executive Officer. Mr. Ravid succeeded Catia Jorge who was serving at the Chief Executive Officer through June 1, 2025. David Hanna was to become Interim Chief Executive Officer effective June 2, 2025, but agreed to remain with the Company and lead the Sadot Canada subsidiary and assist in global trade operations. On May 28, 2025, the Company entered into an Employment Agreement with Mr. Ravid. During the term of the Employment Agreement, Mr. Ravid will serve as Chief Executive Officer of the Company and will be entitled to a base salary at the annualized rate of $200,000. Mr. Ravid will receive a one-time grant of $100,000 in restricted stock grants vesting in four equal quarterly installments. The restricted stock grant vests quarterly over one year in equal quarterly installments commencing October 1, 2025 which will be priced as of the start date. If Mr. Ravid is terminated by the Company for any reason other than cause Mr. Ravid will be entitled to a severance package of 12 months of salary.

On June 18, 2025, Claudio Torres was appointed as Chairman of the Board of Sadot Group.

On August 1, 2025, the Company announced the appointment of Paul Sansom as its Chief Financial Officer, effective August 1, 2025, following the resignation of Jennifer Black as Chief Financial Officer of the Company on July 28, 2025. Ms. Black’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Ms. Black agreed to serve as a consultant to the Company for 60 days for nominal consideration. 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 $190,000 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 $380,000 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. Mr. Sansom will be eligible for an annual performance bonus based on criteria to be determined by the Company’s Board of Directors. Mr. Sansom will also receive a grant of restricted shares valued at $90,000, 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. If Mr. 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. The Agreement also includes customary provisions regarding confidentiality, non-solicitation, non-competition, intellectual property assignment, and cooperation with legal proceedings. As noted, Mr. Sansom resigned from the Company’s Board of Directors and its Audit Committee, effective August 1, 2025, in connection with his appointment as CFO. As a result of Mr. Sansom’s resignation, the Audit Committee currently has fewer than three members, which does not comply with Nasdaq Listing Rule 5605(c)(2)(A) requiring a minimum of three independent directors.

On September 23, 2025, Ray Shankar notified the Company of his resignation as a member of the Company’s Board, effective immediately. In connection with his resignation from the Board, Mr. Shankar also resigned from his positions as a member of the Board’s Nominating and Corporate Governance Committee and as Chairman of the Compensation Committee. Mr. Shankar’s resignation was a result of Mr. Shankar’s increasing demands of his full time professional role and not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company intends to identify and appoint a director to the Nominating and Governance Committee and the Compensation Committee, as appropriate, in order to maintain compliance with all applicable NASDAQ listing requirements, including those related to committee composition and independence.

On October 10, 2025, Na Yeon Hannah Oh notified the Company of her resignation as a member of 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. Ms. 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 Board increased the size of the Board from five to six and appointed Haggai Ravid, Chief Executive Officer of the Company, as a director.

On October 29, 2025, David Errington, Ahmed Khan, Benjamin Petel, Stephen A. Spanos and Claudio Torres tendered their resignations as members of the Board. Such resignations were effective immediately upon acceptance by the Board and were not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

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Immediately following the acceptance of the foregoing resignations on October 30, 2025, the Board:

•appointed Sean Schnapp, Alexander David, Liat Franco and Yuriy Shirinyan as directors of the Company to fill the vacancies created thereby; and

•reconstituted the Board’s standing committees as described below.

Equity Line

On October 15, 2025, the Company entered into the Purchase Agreement with Helena. Pursuant to the Purchase Agreement, the Company shall have the right to issue and sell to Helena, from time to time as provided therein, and Helena shall purchase from the Company, up to the Commitment Amount of the Company’s Common Stock, subject to certain limitations and conditions set forth in the Purchase Agreement. The Company is not obligated to sell any shares of Common Stock pursuant to the Purchase Agreement except as specified therein.

Under the Purchase Agreement, subject to the satisfaction of certain conditions, the Company may, in its sole discretion, deliver an Advance Notice to Helena to purchase a portion of the Commitment Amount (each, an “Advance”). The amount of each Advance may not exceed the Maximum Advance Amount, which is the lesser of (i) 100% of the average of the Daily Value Traded of the Common Stock over the ten (10) Trading Days immediately preceding an Advance Notice, and (ii) $5,000,000, unless otherwise mutually agreed by the parties. For purposes of the Purchase Agreement, “Daily Value Traded” is the product obtained by multiplying the daily trading volume of the Common Stock on the Principal Market during regular trading hours as reported by Bloomberg L.P., by the VWAP for such Trading Day.

The shares of Common Stock purchased pursuant to an Advance will be purchased at the Purchase Price equal to 97% of the lowest daily closing VWAP during the Pricing Period minus clearing fees, brokerage fees, transfer agent fees and legal costs associated with the applicable Advance; provided that if during any Trading Day during the Pricing Period the VWAP at the end of any given 1-hour interval has changed by +/- 7% versus the previous 1-hour interval, the VWAP for such Trading Day will be deemed to be 90% of Helena’s sale execution for that day in respect of the Common Stock. The Pricing Period is generally three (3) Trading Days commencing on the date of Helena’s receipt of the Common Stock relating to such Advance (subject to adjustments for Secondary Advances). The last 30 minutes of trading on such Trading Day during the Pricing Period will be deemed as the final “1-hour” interval of such Trading Day.

Pursuant to the Purchase Agreement, the Company agreed that if it has not submitted Advance Notices in an aggregate amount of at least $2,000,000 (the “Threshold Amount”) prior to the date that is six (6) months following the effective date of the registration, it shall pay to Helena in liquidated damages the amount of $100,000 for every 30 day period thereafter until it shall have submitted Advance Notices in an amount equal to the Threshold Amount.

Sales of shares of Common Stock to Helena under the Purchase Agreement will be subject to certain limitations, including (i) an Ownership Limitation providing that the Company shall not issue, and Helena shall not purchase, any shares of Common Stock if such issuance would cause Helena’s beneficial ownership to exceed 4.99% of the then issued and outstanding shares of Common Stock, (ii) a Registration Limitation providing that the Company shall not issue any shares of Common Stock if such issuance would exceed the number of Registrable Securities registered on an effective Registration Statement, and (iii) an Exchange Cap providing that the Company shall not issue or sell any shares of Common Stock pursuant to the Purchase Agreement in an amount that would exceed 19.99% of the shares of Common Stock outstanding immediately prior to the date of the Purchase Agreement, unless stockholder approval is obtained.

In consideration for Helena’s execution and delivery of the Purchase Agreement, the Company issued to Helena 13,849 Commitment Fee Shares having an aggregate value equal to the Original Commitment Fee Share Amount. If the closing price of the Common Stock on the Principal Market on the Trading Day the Registration Statement is declared effective is less than the Commitment Fee Share Reference Price, the Company shall issue additional Make-Whole Shares such that the total Commitment Fee Shares equal $100,000 divided by such closing price, minus the Original Commitment Fee Share Amount. The Commitment Fee Shares will bear a standard restrictive legend and be Registrable Securities under the Purchase Agreement.

The Purchase Agreement contains customary representations and warranties of the Company, indemnification rights, and agreements of the parties, as well as certain customary covenants. The Purchase Agreement will terminate on the earliest to occur of (i) the expiration of the Commitment Period (which commences on the date of the Purchase Agreement and expires upon termination in accordance with the Purchase Agreement), (ii) the date on which Helena shall have purchased the total Commitment Amount pursuant to the Purchase Agreement, (iii) the date the Purchase Agreement is terminated pursuant to its terms, or (iv) the date on which the Common Stock fails to be listed or quoted on the Nasdaq Capital Market or other eligible market.

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The Company has agreed to file a registration statement with the SEC within 15 days of the date of the Purchase Agreement (“Filing Deadline”) and to use commercially reasonable efforts to have it declared effective in no event later than 90 calendar days following the date of the Purchase Agreement (“Effectiveness Deadline”). If the Registration Statement is not filed by the Filing Deadline or declared effective by the Effectiveness Deadline, the Company will be unable to issue Advances under the Purchase Agreement until such registration statement is filed and effective, as Helena would be unable to resell the shares without an effective Registration Statement. Such failure may constitute a material breach of the Purchase Agreement, entitling Helena to terminate the Agreement and seek other remedies, including indemnification for any losses incurred. If the registration statement is not filed on or prior to the Filing Deadline or a registration statement is not declared effective by the SEC by the Effectiveness Deadline, then, in addition to any other rights Helena may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date, the Company shall pay to Helena an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the Commitment Amount.

The Company intends to use the net proceeds from any sales of Common Stock pursuant to the Purchase Agreement, if any, for working capital and general corporate purposes.

Registered Direct Offering

On October 15, 2025, the Company consummated a registered direct offering of shares of Common Stock (the “September 2025 Shares”) and pre-funded warrants to purchase shares of Common Stock (the “Pre-funded Warrants” and, together with the September 2025 Shares, the “September 2025 Securities”), for a purchase price of $6.14 per September 2025 Share and $6.1399 per Pre-funded Warrant (representing the per share purchase price minus the exercise price of $0.0001 per warrant share), resulting in aggregate gross proceeds of approximately $500,000, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from the sale of the Securities for general corporate purposes and working capital. The offering closed on September 23, 2025. The September 2025 Shares and the shares issuable upon exercise of the Pre-funded Warrants were offered and sold by the Company pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-283813) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and declared effective by the SEC, and a prospectus supplement dated September 19, 2024. In connection with the offering, on September 23, 2025, the Company entered into an Engagement Agreement (the “Engagement Agreement”) with Digital Offering LLC (the “Digital Offering”), pursuant to which the Digital Offering acted as a non-exclusive placement agent for the Company in connection with the offering to the sole investor, Helena Global Investment Opportunities I Ltd (the “Investor”), on a best efforts basis, at the purchase prices noted above. Pursuant to the Engagement Agreement, the Company agreed to pay Digital Offering a cash fee of 1.25% of the net proceeds raised in connection with the sale of the Securities or drawn from the equity line of credit as further described below. The Engagement Agreement has a term commencing on the execution date and terminating automatically on the earlier of (i) the date that is two (2) months from the first date on which the offering is officially commenced, or (ii) termination by the Company. Upon termination, the Placement Agent will be entitled to collect all fees and any subsequent fees on the associated transaction for the life of the equity line of credit. Notwithstanding any termination, if at any time after termination the Company receives cash consideration from Helena, the Company shall pay Digital Offering fees in accordance with the terms of the Engagement Agreement. In connection with the offering, on September 23, 2025, the Company entered into a Securities Purchase Agreement with Helena, pursuant to which Helena agreed to purchase the Securities at the purchase prices noted above. The Securities Purchase Agreement contains customary representations, warranties, covenants, indemnification obligations, and closing conditions.

Nasdaq

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 has 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, does 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. The Staff Determination notified the Company that its Common Stock would be delisted from The Nasdaq Capital Market unless the Company requests a hearing. Accordingly, the Company requested a hearing before the Nasdaq Hearings Panel (the “Panel”) pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The Company’s hearing request automatically stayed any suspension or delisting action of the Company’s securities pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing. A hearing was scheduled for October 21, 2025.

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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 was cancelled. The Company’s Common Stock will continue to be listed and traded on The Nasdaq Stock Market.

Reverse Split

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.

December Notes

On December 3, 2024, we entered into a Purchase Agreement (the “December 2024 Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with certain institutional investors (“December 2024 Purchasers”) and issued an aggregate of $3.75 million aggregate principal amount of convertible senior notes due in 2025 (the “December 2024 Convertible Notes”) for aggregate gross proceeds of approximately $3.0 million, before deducting fees to the placement agent and other expenses payable by the Company. Pursuant to the December 2024 Agreement, the December 2024 Convertible Notes were issued with an original issue discount of 20%. On July 23, 2025, the Company entered into an Amendment and Waiver with the December 2024 Purchasers, amending the certain December 2024 Agreement and the December 2024 Notes. On September 22, 2025, the Company and the December 2024 Purchasers entered into a Waiver, which among other things, provided that the conversion price will be equal to 97% of the lowest closing price of the Common Stock during the three (3) Trading Days immediately prior to the date of conversion into shares of Common Stock. Further, the Company agreed to increase the percentage of the net proceeds of any future capital raises to repay the outstanding balance of the December 2024 Notes from 19% to 21% and agreed to a lock up of 30 days. On October 15, 2025, the Company agreed to waive a lock up agreement previously entered with the December 2024 Purchasers.

October 2024 Notes

On October 22, 2024, the Company entered into a Securities Purchase Agreement with an accredited investor (the “October 2024 Purchaser”), pursuant to which the Company issued a convertible promissory note (the “October 2024 Note”) in the principal amount of $1,375,000 for a purchase price of $1,100,000, reflecting an original issue discount of $275,000. The October 2024 Note was originally due on April 10, 2025, and bears interest payable on the maturity date. On July 23, 2025, the Company entered into an amendment to the October 2024 Note. On September 22, 2025, the Company and the October 2024 Purchaser entered into a Waiver, which among other things, provided that the conversion price will be equal to 97% of the lowest closing price of the Common Stock during the three (3) Trading Days immediately prior to the date of conversion into shares of Common Stock. Further, the Company agreed to increase the percentage of the net proceeds of any future capital raises to repay the outstanding balance of the October 2024 Notes from 6% to 6.5% and agreed to a lock up of 30 days. On October 15, 2025, the Company agreed to waive a lock up agreement previously entered with the October 2024 Purchaser.

Secured Promissory Note

On October 29, 2025, the Company entered into a Secured Promissory Note (the "Note") with an individual lender (the "Lender"), pursuant to which the Company received financing in the principal amount of $238,986.87.

The Note bears interest at a rate of 10% per annum, calculated on the basis of a 365-day year and the actual number of days elapsed. The entire unpaid principal balance, together with all accrued and unpaid interest, is due and payable in one lump sum payment on October 29, 2026 (the "Maturity Date"). The Company may prepay the Note, in whole or in part, at any time without premium or penalty.

The Note is secured by a security interest in all assets of the Company, whether now owned or hereafter acquired, including but not limited to accounts, equipment, inventory, intellectual property, and all other personal property (collectively, the "Collateral"). The Lender has filed or will promptly file a UCC-1 Financing Statement with the appropriate filing offices to perfect the security interest in the Collateral.

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The Note contains customary events of default, including failure to pay amounts when due (with a five-day cure period), material misrepresentations, and bankruptcy or insolvency events. Upon an event of default, the entire unpaid principal balance and all accrued interest become immediately due and payable, and the default interest rate increases to the lesser of 15% per annum or the maximum rate permitted by law. Upon default, the Lender has all rights and remedies of a secured party under the Uniform Commercial Code.

Item 6. Exhibits

Exhibit No.						Exhibit Description
1.1+						Placement Agency Agreement, dated as of July 23, 2025, by and between Sadot Group Inc. and ThinkEquity LLC as Placement Agent (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 25, 2025)
1.2+						Engagement Agreement between Sadot Group Inc. and Digital Offering LLC dated September 23, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 25, 2025)
3.1+						Articles of Incorporation of Muscle Maker, Inc., a Nevada corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 14, 2019)
3.2+						Bylaws of Muscle Maker, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 14, 2019)
3.3+						Certificate of Change Pursuant to NRS 78.209 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 11, 2019)
3.4+						Certificate of Amendment to Articles of Incorporation of Muscle Maker, Inc., a Nevada corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 16, 2020)
3.5+						Certificate of Amendment to Articles of Incorporation of Muscle Maker, Inc. (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on March 7, 2023)
3.6+						Articles of Merger (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 26, 2023).
3.7+						Certificate of Change to NRS 78.209 filed with the Nevada Secretary of State on October 9, 2024 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 16, 2024).

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3.8+						Certificate of Change Pursuant to NRS 78.209 filed with the Nevada Secretary of State on September 9, 2025 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 15, 2025)
4.1+						Form of Warrant to Purchase Common Stock dated April 9, 2021 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)
4.2+						Form of Pre-Funded Warrant to Purchase Common Stock dated April 9, 2021 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)
4.3+						Form of Warrant to Purchase Common Stock issued to A.G.P./Alliance Global Partners dated April 9, 2021 (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)
4.4+						Form of Warrant to Purchase Common Stock dated November 22, 2021 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)
4.5+						Form of Pre-Funded Warrant to Purchase Common Stock dated November 22, 2021 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)
4.6+						Form of Placement Agent Warrant to Purchase Common Stock issued to A.G.P./Alliance Global Partners dated November 22, 2021 (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)
4.7+						2021 Equity Incentive Plan (incorporated by reference to Exhibit 4.8 to the Registrant’s Annual Report on Form 10-K filed on March 17, 2022)
4.8+						2023 Equity Incentive Plan (Incorporated herein by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on March 20, 2024)
4.9+						2024 Equity Incentive Plan (Incorporated herein by reference to the Form S-8 Registration Statement filed with the Securities and Exchange Commission on May 23, 2024)
4.10+						Description of Securities (Incorporated herein by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on March 11, 2025)
4.11+						Form of Additional Warrant – Altium Growth Fund Ltd. (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 27, 2023.)
4.12+						Form of Promissory Note dated June 20, 2025 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 26, 2025).

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4.13+						Form of Placement Agent Warrant (incorporated by reference to to the Registrant’s Current Report on Form 8-K filed on July 25, 2025)
4.14+						Employment Agreement between Sadot Group Inc. and Paul Sansom Dated August 1, 2025 (incorporated by reference to to the Registrant’s Current Report on Form 8-K filed on August 1, 2025)
4.15+						Separation Agreement, dated July 28, 2025, by and between Sadot Group Inc. and Jennifer Black (incorporated by reference to to the Registrant’s Current Report on Form 8-K filed on August 1, 2025)
10.1+						Form of Securities Purchase Agreement, dated April 7, 2021, between Muscle Maker, Inc. and the Purchaser* (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)
10.2+						Form of Securities Purchase Agreement, dated November 17, 2021, between Muscle Maker, Inc. and the Purchasers* (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)
10.3+						Form of Registration Rights Agreement, dated November 17, 2021, between Muscle Maker, Inc. and the Purchasers (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)
10.4+						Form of Securities Purchase Agreement, dated April 7, 2021, between Muscle Maker, Inc. and the Purchaser* (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)
10.5+						Form of Director Agreement dated July 16, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 10, 2019)
10.6+						Services Agreement between Muscle Maker, Inc., Sadot LLC and Aggia LLC FC dated November 14, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)
10.7+						Addendum 1 to Services Agreement between Muscle Maker, Inc., Sadot LLC and Aggia LLC FC dated November 17, 2022 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)
10.8+						Limited Liability Operating Agreement of Sadot LLC dated November 16, 2022 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)
10.9+						Executive Employment Agreement between Muscle Maker, Inc. and Michael Roper dated November 16, 2022 (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)
10.10+						Executive Employment Agreement between Muscle Maker, Inc. and Jennifer Black dated November 16, 2022 (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)

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10.11+						Executive Employment Agreement between Muscle Maker, Inc. and Kevin Mohan dated November 16, 2022 (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)
10.12+						Executive Employment Agreement between Muscle Maker, Inc. and Kenn Miller dated November 16, 2022 (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)
10.13+						Executive Employment Agreement between Muscle Maker, Inc. and Aimee Infante dated November 16, 2022 (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)
10.14+						Standby Equity Purchase Agreement dated September 22, 2023 between Sadot Group, Inc. and YA II PN, Ltd. (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 26, 2023)
10.15+						Form of Convertible Promissory notes issued to YA II PN, Ltd. (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 26, 2023)
10.16+						Global Guaranty Agreement dated September 22, 2023 between Sadot Group, Inc. and YA II PN, Ltd. (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 26, 2023)
10.17+						Registration Rights Agreement dated September 22, 2023 between Sadot Group, Inc. and YA II PN, Ltd. (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 26, 2023)
10.18+						Addendum 2 to the Service Agreement entered between Muscle Maker Inc., Sadot LLC and Aggia LLC FX dated July 14, 2023 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 18, 2023)
10.19+						Form of Purchase Agreement by and between Sadot Group Inc. and Purchasers dated December 3, 2024 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 4, 2024)
10.20+						Form of Registration Rights Agreement by and between Sadot Group Inc. and Purchasers dated December 3, 2024 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 4, 2024)
10.21+						Form of Senior Convertible Note dated December 4, 2024 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 4, 2024)
10.22+						Employment Agreement between Sadot Group Inc, and David Hanna dated May 7, 2025 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 8, 2025)
10.23+						Employment Agreement between Sadot Group Inc, and Chagay Ravid dated May 28, 2025 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 29, 2025)

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10.24+						Form of Securities Purchase Agreement between Sadot Group Inc. and accredited investors dated June 20, 2025 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 26, 2025).
10.25+						Designee Transfer Agreement dated July 22, 2025 by and between Sadot LLC and Palladium Holdings Ltd. (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 23, 2025).
10.26+						Amendment between Sadot Group Inc. and Target Capital I, LLC dated July 23, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 25, 2025)
10.27+						Amendment between Sadot Group Inc. and Jennifer Black dated July 23, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 25, 2025)
10.28+						Form of Amendment and Waiver entered with the December 2024 Purchasers dated July 23, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 25, 2025)
10.29+						Securities Purchase Agreement between Sadot Group Inc. and Helena Global Investment Opportunities I Ltd. dated September 23, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 24, 2025)
10.30+						Purchase Agreement between Sadot Group Inc. and Helena Global Investment Opportunities I Ltd. dated September 23, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 24, 2025)
10.31+						Form of Securities Purchase Agreement, dated October 15, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 16, 2025)
10.32+						Engagement Letter, dated October 15, 2025, by and between Sadot Group, Inc. and Dawson James Securities, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 16, 2025)
10.33+						Form of Lock-Up Agreement dated October 15, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 16, 2025)
10.34+						Secured Promissory Note dated October 29, 2025(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 30, 2025)
19.1+						Sadot Group Inc. – Insider Trading Policy (Incorporated herein by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on March 11, 2025)
21.1+						List of Subsidiaries (Incorporated herein by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on March 11, 2025)
31.1*						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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32.2*						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1+						Policy for the Recovery of Erroneously Awarded Compensation adopted February 1, 2024(Incorporated herein by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on March 20, 2024)
99.1+						Policy on Granting Equity Awards (Incorporated herein by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on May 15, 2024)
101.INS						Inline XBRL Instance Document*
101.SCH						Inline XBRL Schema Document*
101.CAL						Inline XBRL Calculation Linkbase Document*
101.DEF						Inline XBRL Definition Linkbase Document*
101.LAB						Inline XBRL Label Linkbase Document*
101.PRE						Inline XBRL Presentation Linkbase Document*
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Includes management contracts and compensation plans and arrangements

*Filed herewith.

+Previously filed

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			SADOT GROUP INC.
			By:			/s/ Chagay Ravid
						Chagay Ravid
Dated: November 19, 2025						Chief Executive Officer (Principal Executive Officer)
			By:			/s/ Paul Sansom
						Paul Sansom
						Chief Financial Officer (Principal Financial and Accounting Officer)

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FAQ

How did Sadot Group Inc. (SDOT) perform financially in Q3 2025?

In Q3 2025, Sadot Group recorded a net loss of $15.3 million, versus net income of $1.1 million in Q3 2024. Commodity sales fell to $0.3 million from $200.9 million, leading to a gross loss of $6.3 million and an operating loss of $14.3 million.

What is the liquidity and working capital position of Sadot Group as of September 30, 2025?

As of September 30 2025, Sadot Group had cash of $0.6 million, total current assets of $47.7 million, current liabilities of $49.1 million, and a working capital deficit of $1.5 million. The current ratio declined to 0.97 from 1.16 at year‑end 2024.

Why did Sadot Group include a going concern warning in its Q3 2025 report?

Management disclosed substantial doubt about the company’s ability to continue as a going concern due to a $14.2 million nine‑month net loss, negative operating cash flow of $7.2 million, limited cash, a working capital deficit, and all outstanding debt obligations maturing on December 31 2025.

What major balance sheet changes did Sadot Group report in 2025?

Between December 31 2024 and September 30 2025, total assets declined from $164.7 million to $73.0 million, largely as other current assets and other current liabilities dropped. Stockholders’ equity fell from $32.4 million to $23.7 million, as losses offset new equity, including $2.4 million raised from common stock issuance.

What is Sadot Group’s new investment in PT Green Bomas Indonesia?

On July 22 2025, Sadot Group acquired a 37.5% interest in PT Green Bomas Indonesia by assigning $13.4 million of accounts receivable. The project targets about 1.1–1.2 million carbon credits in its first issuance cycle, and the investment is recorded as an equity security under the measurement alternative.

How many Sadot Group (SDOT) shares were outstanding after the reverse stock split?

Following a one‑for‑ten reverse stock split effective September 15 2025, common shares outstanding were 1,041,281 at September 30 2025, and 1,292,080 shares were outstanding as of November 19 2025.