Sadot Group Inc.

Previous wording

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.

Current wording

The following Management’s Discussion and Analysis (“MD&A”), prepared as of May 15, 2026, should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements of Sadot Group Inc. (“Sadot Group”), for the three months ended March 31, 2026, together with the audited financial statements of the Company for the year ended December 31, 2025 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 April 29, 2026. 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.

Previous wording

Our website address ishttp://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 atwww.sec.gov.

Current wording

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.

Previous wording

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.

Current wording

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. 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. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update or revise any forward-looking statements except as required by law.

Previous wording

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.

Current wording

As of March 31, 2026, Sadot Group consisted of one distinct operating unit and one discontinued operation.

Previous wording

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

Current wording

Our revenues have historically been derived from Commodity sales. Revenues from commodity sales have declined substantially since Q2 2025. We generated no commodity sales revenue in the first quarter of 2026 as we continue to evaluate and streamline our agri-food operations following the divestiture of our food services business and the adverse judgment regarding our Zambia farm operations. 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. Following the financial performance during the third quarter of 2025, management of the Company began evaluating alternative business lines to address this situation. All options are being assessed. The management continues to focus on monetizing the current assets of Sadot Agri-Foods as efficiently as possible. It should be highlighted that the risk of future impairments on current assets is a possibility going forward. Impairments on assets of the Trading business cannot be excluded in the near future or in the long run.

Previous wording

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).

Current wording

Stock-based expenses include all expenses that are paid with stock.

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

Net loss attributable to non-controlling interests was nil and $0.1 million for the periods ended March 31, 2026 and 2025, respectively. During the year ended December 31, 2023 the Company created a joint-venture in Zambia in which the Company has a 70% interest and the third-party equity ownership has a 30% Non-controlling interest. As described above, following the December 11, 2025 judgment by the High Court for Zambia, the Company lost possession, control, and ownership of the underlying farmland assets, which have been fully impaired. However, the Company retains a controlling interest in the Zambian entity, and therefore continues to consolidate the entity. The Company is appealing the judgment.

Previous wording

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:

Current wording

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 months ended March 30, 2026 and 2025:

Previous wording

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.

Current wording

Our gross (loss) profit totaled nil for the three months ended March 31, 2026, compared to $6.0 million profit for the three months ended March 31, 2025. The $6.0 million decrease is primarily attributed to a decrease in Commodity sales partially offset by a decrease in Cost of goods sold.

Previous wording

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.

Current wording

We generated Commodity sales of nil for the three months ended March 31, 2026, compared to $132.2 million for the three months ended March 31, 2025. This represented a decrease of $132.2 million. This decrease is due to Sadot Agri Foods being unable to enter into additional trades because of lack of working capital.

Previous wording

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.

Current wording

Cost of goods sold for the three months ended March 31, 2026, totaled nil compared to $126.2 million for the three months ended March 31, 2025. The $126.2 million or 100.0% change is a direct result of the decrease in sales.

Previous wording

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.

Current wording

Depreciation and amortization expenses for the three months ended March 31, 2026, totaled nil compared to $27.0 thousand, for the three months ended March 31, 2025. The $27.0 thousand decrease is attributed to Farm related assets being fully depreciated in 2024 and the loss of the corporate office lease and furniture in Burleson.

Previous wording

Other income for thethree 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.

Current wording

Other income for thethree months ended March 31, 2026, totaled $2.3 million expense compared to $0.8 million expense for the three months ended March 31, 2025. The other income was primarily attributable to the recognition of impairment of assets of $0.1 million, loss on litigation of $0.1 million, loss on debt extinguishment of $0.3 million, all of which were not present in the prior year, partially offset by a $0.3 million increase in Interest expense, net and $0.8 million decrease in change in fair value of stock-based compensation due to termination of agreement with Aggia.

Previous wording

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

Current wording

(1) Consists of VAT, prepaid expenses, and current notes receivable.

Previous wording

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

Current wording

(2) Consists of Operating lease liability and other current liabilities

Previous wording

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.

Current wording

At March 31, 2026, current ratio, which equals Total current assets divided by Total current liabilities, was 0.04, a decrease of 0.01, compared to current ratio of 0.05 at December 31, 2025. At March 31, 2026, working capital (deficit), which equals Total current assets less Total current liabilities, was $(57.8) million, an increase of $3.0 million, compared to working capital deficit of $(54.8) million at December 31, 2025. The decrease in current ratio and working capital was primarily due to an increase in accounts payable, a decrease in net accounts receivable due to large allowances, partially offset by a decrease in other current asset and an increase in other current liabilities.

Previous wording

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.

Current wording

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 the three months ended March 31, 2026 the company increased its net borrowing by $0.9 million.

Previous wording

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.

Current wording

The Company is 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.

Previous wording

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.

Current wording

Management has performed a going concern assessment covering a period of twelve months from the issuance date of these 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.

Previous wording

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

Current wording

Sources and Uses of Cash for the Three Months Ended March 31, 2026 and 2025

Previous wording

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.

Current wording

For the three months ended March 31, 2026, Net cash used in operating activities from continuing operation was $0.8 million compared to $3.0 million provided by operating activities for the three months ended March 31, 2025. Net cash used in operating activities from discontinued operations was nil and Net cash provided by operating activities from discontinued operations was $8.0 thousand, respectively, for the three months ended March 31, 2026 and 2025. Our Net cash used for the three months ended March 31, 2026, was primarily attributable to our Net loss of $4.9 million, adjusted for net non-cash income in the aggregate amount of $0.8 million and $3.3 million of Net cash used by changes in the levels of operating assets and liabilities. Our Net cash provided for the three months ended March 31, 2025, was primarily attributable to our Net income of $0.8 million, adjusted for net non-cash income in the aggregate amount of $19.8 million and $23.6 million of Net cash used in changes in the levels of operating assets and liabilities.

Previous wording

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.

Current wording

For the three months ended March 31, 2026 and 2025, Net cash used in investing activities was nil. Net cash provided by investing activities from discontinued operations for the three months ended March 31, 2026 and 2025 was nil and $1.0 million.

Previous wording

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.

Current wording

For the three months ended March 31, 2026, Net cash provided by financing activities from continuing operations was $0.8 million, consisting of proceeds from notes payable of $1.0 million, partially offset by repayments of various other notes payable of $0.2 million. Net cash used in financing activities from discontinued operations was nil and $20.0 thousand, respectively, for the three months ended March 31, 2026 and 2025. For the three months ended March 31, 2025, Net cash used in financing activities was $3.1 million, consisting of repayments of various other notes payable of $1.5 million partially offset by $4.6 million of proceeds from notes payable.

Previous wording

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.

Current wording

In December 2023, the FASB issued ASU 2023-09, which focuses on income tax disclosures by requiring public business entities, on an annual basis, to disclose specific categories in the rate reconciliation, provide information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid. The standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The adoption of this guidance on January 1, 2025 did not have a material impact on its condensed consolidated financial statements and related disclosures.

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

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 condensed consolidated financial statements.

Previous wording

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.

Current wording

There is a degree of seasonality in the growing cycles, procurement and transportation of crops. The farming industry historically experiences seasonal fluctuations in revenues and net income. Typically, the Company has lower sales and net income during the non-harvest seasons and higher sales and net income during the harvest season and as such, must have sufficient working capital to fund its operations at a reduced level. Failure to generate or obtain sufficient working capital during the winter may have a material adverse effect on the Company.