Sadot Group Inc.

Our Business Overview

Sadot Group Inc. (“Sadot Group” or “SGI” or together with its subsidiaries, the “Company” or “Sadot”), a Nevada corporation was incorporated in Nevada on October 25, 2019. The principal corporate office of Sadot Group is located at 295 E Renfro St., Suite 300, Burleson, Texas, 76028, and the telephone number at that location is (832) 604-9568. Our website address iswww.sadotgroupinc.com.

Sadot Group together with its subsidiaries, is referred to in this Form 10-K annual report (“Form 10-K”) as the Company. The terms “we”, “us” and “our” are also used in the Form 10-K to refer to the Company. Throughout the Form 10-K, the terms “restaurants”, “stores”, “eatery” and “locations” are used interchangeably. While Sadot Group as the parent Company, does not directly own or operate any restaurants throughout this document we may refer to restaurants that were owned or operated by our subsidiaries as being Company-owned. Sadot Group is our parent company.

In late 2022, Sadot Group transformed from a U.S.-centric restaurant business into a global organization focused on the Agri-Foods supply-chain. Effective July 27, 2023, we changed our company name from Muscle Maker, Inc., to Sadot Group Inc. Sadot Group is headquartered in Burleson, Texas with intended operations throughout the United States, Brazil, Canada, Singapore, Ukraine, United Arab Emirates and Zambia. During the third and fourth quarters of 2025, the Company exited its remaining international operations. Operations in Brazil, Canada, and the United Arab Emirates were discontinued during this period, as these locations were not generating positive cash flow. The Company no longer maintains consultants or ongoing business activity in Singapore and Ukraine. Zambia was closed due to a legal proceeding with the local partner and a judgement against the Company.

As of December 31, 2025, Sadot Group consisted of one distinct operating unit engaged in the global Agri-Foods industry

On September 9, 2025, the Company filed a Certificate of Change Pursuant to NRS 78.209 with the Nevada Secretary of State to effect a reverse stock split of the Company’s common stock at a ratio of one-for-ten (the “Reverse Stock Split”), which became effective 12:01 am eastern on September 15, 2025. The Company did so to regain compliance with Nasdaq. As a result of the Reverse Stock Split, every 10 shares of the Company’s common stock issued and outstanding on the effective date were consolidated into one issued and outstanding share. All shareholders who would have otherwise received fractional shares as a result of the Reverse Stock Split received cash in lieu of any fractional share interests There was no change in the par value of the Company’s common stock. The Company previously effected a 1-for-10 reverse stock split effective October 18, 2024. All share and per share amounts included in these consolidated financial statements have been adjusted to reflect both reverse stock splits. Please see Note 18 – Commitments and contingencies for further details.

Our Industry

Sadot Agri-Foods:

Sadot LLC, with and through its subsidiaries, Sadot Latam, Sadot Brazil, Sadot Canada, and Sadot Enterprises (Zambia Farm), had the intent to operate and enhance global food security by establishing an integrated supply-chain within the international Agri-food commodity industry that includes shipping, sourcing, farming and production. The primary focus was on farming, trading and shipping food and feed commodity items such as soy meal, corn and wheat between countries via containers or cargo ships. These shipments enhance global food security by providing raw materials and ingredients to various food manufacturers as part of the overall food supply chain. During 2025, the Company ceased operations and closed Sadot Brazil and Sadot Canada. Sadot Enterprises is subject to an ongoing legal dispute regarding farm ownership in Zambia, for which the Company has filed an appeal, part of which is an attempt to collect a gross amount of $3.5 million. Sadot LLC remains an active operating entity.

Sadot Latam LLC (“Sadot Latam”): In May 2023, the Company expanded its Sadot Agri-Foods subsidiary within the agri-commodity sourcing and trading operations into North, Central and South America. The expansion was facilitated by a 5 year consulting agreement signed on June 14, 2023, providing for an annual consulting fee of $0.5 million per year and potential profit sharing calculated on a quarterly basis, between Sadot Agri-Foods’ operations and Buenaventura Trading LLC (“Buenaventura”) based in Miami FL. Buenaventura was supposed to provide exposure to new trade routes throughout the Americas. The Buenaventura agreement was updated on December 20, 2024, providing a new annual consulting fee of $0.9 million per year and removing the profit sharing arrangement. The Buenaventura agreement was cancelled during the second quarter of 2025.

Sadot Enterprises Limited Ltd (“Sadot Enterprises”: Sadot Farm Operations (“Sadot Zambia” is 100% owned by Sadot Enterprises Limited, which is 70% owned by Sadot LLC) includes approximately 5,000 acres of farmland in the Mkushi Region of Zambia which was acquired in August of 2023. Farm operations are focused on the supply of grains (soy, corn and wheat) as well as tree crops (mango and avocado). As of December 11, 2025 Sadot LLC lost our legal case in the Zambia courts pertaining to the ownership of the farm. Following the judgement, the company filed an appeal in 2026 seeking recovery of $3.5 million and as such has entered into a dispute with its local partner Cropfit Farming Limited (“Cropit”). The appeal process is expected to take in excess of one year.

Sadot Brasil Ltda (“Sadot Brazil”): In December 2023 Sadot Agri-Foods onboarded a team of industry professionals in Brazil to form Sadot Brazil. The office was subsequently closed during the fourth quarter of 2025 for lackluster performance.

*Sadot Canada Inc (“Sadot Canada”):*In July and August 2024 the Company expanded its Sadot Agri-Foods operations with the expansion into Canada. This entity was focused on commodity trading in Canada. The Canadian office was closed on September 3, 2025.

Sadot Food Service:

Our Strategy

Realizing the insurmountable challenges operating a small agri food supply business, Sadot Group’s management and board has been looking to acquire or merge with a non-volatile cash flow producing activity. These efforts began in the fourth quarter of 2025.

Sadot Agri-Foods

Sadot LLC (“Sadot Agri-Foods”): Sadot Group’s sole operating unit was intended to be a global Agri-Foods company engaged in farming, commodity trading and shipping of food and feed (e.g., soybean meal, wheat and corn) via dry bulk cargo ships across the globe. Sadot Agri-Foods competes with companies such as the ABCD commodity companies (ADM, Bunge, Cargill, Louis-Dreyfus) as well as many regional organizations. The environment in which Sadot operates is populated with large, multi-layered, and cumbersome companies. The Sadot Group goal was to become an efficient and agile operation, with the ability to take advantage of arising opportunities in a constantly growing and evolving industry. Following the financial performance during the third quarter of 2025 and as a result of substantial operational issues that have severely impacted our ability to conduct operations effectively, management of the Company began evaluating alternative business lines to address this situation. Management continues to assess all options. The management continues to focus on monetizing the current assets of Sadot Agri-Foods as efficiently as possible. It should be highlighted that certain assets were impaired totaling $31.0 million and the risk of continued future impairments on other assets is a possibility going forward.

We have outsourced certain administrative functions for our Sadot Agri-Foods business to third-party service providers. We also outsource certain information technology support services and benefit plan administration. Our Sadot Agri-Foods operations have historically relied on Aggia LLC FZ (“Aggia”) as third-party consultants to execute commodity trades and conduct farming operations. On November 20, 2025, the Company entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with Aggia. Pursuant to the Settlement Agreement, the Company and Aggia agreed to terminate the Services Agreement dated as of November 14, 2022, as amended (collectively, the “Agreement Documents”), and to fully settle, compromise, and discharge all claims, debts, obligations, and liabilities arising out of or related to the Agreement Documents. The Company is assessing the potential business opportunities surrounding supply chain, before making any decisions as to whether the Company wants to engage a replacement to the services previously provided by Aggia.

Over the past two years, the Company tried to assemble a team of industry professionals to manage and execute the Company’s overall strategy and day-to-day operations. The teams consisted of industry experts, with decades of experience working for multinational companies, bringing their reputation, industry know-how and work practices to the group. These professionals who were in charge were overseeing the day-to-day operations.

As part of our Agri-commodities operations, the Company invested in forward-looking products such as carbon credits. This was designed to offer lower carbon or carbon neutral products in the future, as well as offsetting its own carbon emissions. However the downturn in carbon credit markets and our inability to monetize the asset has led us to believe that the Company should focus on alternative activities. As a result, the Company decided to discontinue making any additional investments in the Carbon Credit area, and has decided to write off its previous investment in the amount of $13.4 million.

Our Intellectual Property

We have registered Sadot®, Pokémoto®, Muscle Maker Grill® and other certain names used by our restaurants as trademarks or service marks with the United States Patent and Trademark Office and Muscle Maker Grill® in one foreign country. This was one of the contributing factors for achieving the sale price for the restaurant activities which the board believed was a fair price. As noted above, Pokémoto®, Muscle Maker Grill® and other certain names used by our restaurants as trademarks or service marks were sold in 2025.

Our Competition

Sadot Agri-Foods

Sadot Agri-Foods operates in the global agri-food industry. We have significant competition in the markets in which we operate based principally on price, foreign exchange rates, quality, global supply and alternative products. We also compete with local farming operations within the countries we own farmland.

Our Corporate Structure

*Overview:*Sadot Group Inc. serves as a holding company of the following subsidiaries: