Sadot Group Inc.

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.

On June 26, 2026, the Company sold 100% of the membership interests of Sadot Latam LLC. The purchaser acquired the interests on an “as is, where is” basis, inclusive of all existing and threatened litigation, claims and liabilities of that entity, and without recourse to the Company in respect of such liabilities. The Company evaluated each proceeding to determine whether the obligation is that of Sadot Latam LLC alone or whether the Company or another of its subsidiaries is a named party, co-obligor or guarantor. Accrued liabilities in respect of proceedings in which Sadot Latam LLC was the sole obligor were derecognized on the closing date; accrued liabilities in respect of proceedings naming the Company were retained. Accrued litigation expenses of $13.9 million were derecognized in connection with the deconsolidation. Please see Note 6 – Disposition and Deconsolidation of Sadot Latam LLC.

Lombard Trading International Corp. commenced two related proceedings against Sadot Latam, LLC and the Company in the 11th Judicial Circuit of Florida in and for Miami-Dade County, Florida (Case No.: 2024-020971-CA-01 & 2025-021675-CA-01). In each case, plaintiff alleges a breach of contract claim related to an agricultural commodities transaction against Sadot Latam, LLC and seeks damages in the approximate amount of $7.4 million and $17 million, respectively. The plaintiff also alleges an alter ego and contract guaranty claim against the Company related to the alleged breach of contract. The original claims have been substantially narrowed through the Company’s successful motions practice. The Company denies the allegations and has filed its Answer, Affirmative Defenses, and Counterclaim, asserting a counterclaim of approximately $1.6 million against the plaintiff for amounts paid by the Company for which no goods were delivered. The Company has also filed a motion to dismiss the alter ego and contract guaranty claims. While the Company believes it has meritorious defenses, it cannot predict the outcome of this matter or reasonably estimate the range of potential loss at this time. Based on the assessment of the Company’s legal counsel, a loss in respect of the plaintiff’s claim is reasonably possible but not probable, and the amount or range of potential loss cannot be reasonably estimated at this time. Accordingly, no contingent liability has been accrued in accordance with ASC 450 as of June 30, 2026.

In August 2023, the Company acquired approximately 5,000 acres of farmland in the Mkushi Region of Zambia through Sadot Zambia. Sadot Zambia was 100% owned by Sadot Enterprises Limited, which is 70% owned by Sadot LLC. On December 11, 2025, the High Court for Zambia (Commercial Division) delivered a judgment in Cropit Farming Limited v. Sadot LLC (2025/HPC/0184). The Court declared the PreConditional Offer Agreement, the Purchase of Receivables and Validation Agreement, and the Joint Venture Agreement between the parties to be invalid, non-binding, and unenforceable. As a result, the Company has lost possession, control, and ownership of approximately 5,000 acres of farmland in Mkushi, Zambia. The Court dismissed Cropit Farming Limited’s claims for monetary damages but ordered Sadot LLC to pay Cropit Farming Limited’s litigation costs. The Company’s counterclaims were also dismissed. The Company has filed an appeal seeking recovery of $3.5 million. The appeal process is expected to take in excess of one year. There is no guarantee that the Company will be successful in such appeal. Subsequent to June 30, 2026, the High Court ascertained the litigation costs owed to Cropit at approximately $11,447. The Company is evaluating the impact of this obligation in connection with the pending appeal.

Zen-Noh Grain Corporation commenced commodity arbitration proceedings against Sadot Group Inc. and Sadot Latam LLC claiming non-delivery under a grain sales contract. The Company denies liability on the basis that Sadot Group Inc. was not a party to the underlying contract and that Sadot Latam LLC performed its obligations. A further final round of submissions was allowed by the Tribunal, the final of which was made in May 2026. The Company believes it has meritorious defenses, including jurisdictional grounds for dismissal of the claim against Sadot Group Inc., but the outcome of arbitration proceedings is inherently uncertain and cannot be predicted. Based on the assessment of the Company’s legal counsel, a loss is reasonably possible but not probable, and the amount or range of potential loss cannot be reasonably estimated at this time. Accordingly, no contingent liability has been accrued in accordance with ASC 450 as of June 30, 2026.

Kevin Mohan, a former Chairman, commenced arbitration proceedings against the Company claiming employment contract breaches under Texas law. The arbitration was suspended on March 5, 2026 and terminated without prejudice on March 31, 2026 pursuant to American Arbitration Association Rule 56(d) due to claimant’s failure to pay the arbitrator’s deposit. No award was made. The Claimant retains the right to refile until approximately March 2029. On April 2, 2026, Mr. Mohan filed a complaint against the Company in the United States District Court for the District of Texas alleging breaches of employment contract and seeking damages in the amount greater than $250,000 and less than $1,000,000 relating to alleged unpaid performance bonuses. The Company believes the claims are without merit and intends to vigorously defend itself. Based on the assessment of the Company’s legal counsel, a loss is reasonably possible but not probable, and the amount or range of potential loss cannot be reasonably estimated. Accordingly, no contingent liability has been recorded as of June 30, 2026.

Nuval Trade S.A. v. Sadot Latam LLC (GAFTA No. 19-403) is a GAFTA arbitration arising from two soybean meal contracts dated February 27, 2024 and April 9, 2024. On April 17, 2026, a partial award was issued in favor of Nuval Trade S.A. against Sadot Latam LLC only, granting approximately $12.0 million in damages. In addition, the award provides for interest at 5% per annum, compounded quarterly, on approximately $11.1 million from August 13, 2024 and on approximately $1.0 million from February 11, 2025 until the date of payment, as well as reimbursement of Nuval’s legal fees and arbitration costs. This matter names Sadot Latam LLC only. The accrued liability in respect of this matter, in the amount of $13.2 million as of the Closing Date and was derecognized in connection with the deconsolidation of Sadot Latam LLC. The Company is not a named party to this arbitration. The Company remains obligated to provide legal support in respect of this matter for a period of six months following the Closing Date, as described above.

On September 26, 2025, The Andersons, Inc. filed an admiralty and maritime action in the United States District Court for the Southern District of Ohio in aid of arbitration, naming as defendants Sadot LLC, a wholly owned subsidiary of the Company, and Sadot Latam LLC, then an indirect wholly owned subsidiary of the Company held through Sadot LLC. The complaint alleges breach of a contract for the sale of Argentine wheat and seeks approximately $521,641, together with alleged dispatch, pre-award interest and other fees. On March 9, 2026, The Andersons amended its complaint to add the Company as a defendant, such that the defendants in the District Court action are the Company, Sadot LLC and Sadot Latam LLC. The claims against the defendants arise from the same alleged contract and are not additive. Separately, in February 2026, The Andersons commenced a related arbitration proceeding under the arbitration rules of the Grain and Feed Trade Association (“GAFTA”) against Sadot LLC. Neither the Company nor Sadot Latam LLC is a party to the GAFTA arbitration. On June 26, 2026, the Company sold all of the membership interests in Sadot Latam LLC, and Sadot Latam LLC is not a subsidiary of the Company as of June 30, 2026. It remains a defendant in the District Court action. The Company remains obligated to provide legal support in respect of this matter for a period of six months following the Closing Date, as described above. The Company therefore continues to have exposure as a named defendant in the District Court action. Based on the assessment of the Company’s legal counsel, a loss is reasonably possible but not probable, and the amount or range of potential loss cannot be reasonably estimated at this time. Accordingly, no contingent liability has been accrued under ASC 450 as of June 30, 2026. The Company will continue to evaluate this matter as additional information becomes available.

Star Fund commenced proceedings alleging that Sadot Group Inc. guaranteed Sadot Latam LLC’s obligations under a factoring agreement and claiming approximately $2.9 million. The claim against Sadot Group Inc. was based solely on a 2023 board resolution authorizing management to guarantee subsidiary debt with specified lenders. No executed guaranty document exists and Star Fund was not named in the resolution. The guaranty count was dismissed by agreement on December 9, 2025. A motion for summary judgment by a codefendant was heard on February 25, 2026 and remains under advisement. Following the dismissal by agreement of the guaranty count on December 9, 2025, the only count remaining against Sadot Group Inc. is a derivative unjust enrichment claim, in respect of which the Company maintains it has meritorious defenses on the basis that no executed guaranty document exists, no benefit was received by Sadot Group Inc., and Star Fund was not a party identified in the underlying 2023 board resolution. The matter remains pending against Sadot Group Inc. and Sadot Latam LLC. Based on the assessment of the Company’s legal counsel, a loss in respect of the residual claim against Sadot Group Inc. is reasonably possible but not probable, and the amount or range of potential loss cannot be reasonably estimated at this time. Accordingly, no contingent liability has been accrued in accordance with ASC 450 as of June 30, 2026.

Rocket Capital NY LLC v. Sadot Latam LLC. The plaintiff commenced proceedings in connection with a merchant cash advance arrangement entered into by the Company. The Company had recorded a note payable to Rocket Capital as of June 30, 2026. The Company denies the allegations and intends to defend the proceedings. This matter was settled in July 2026. See Note 22 – Subsequent Events for further details.

Centurion MPP Pte. Ltd. v. Sadot Latam LLC. The claimant commenced proceedings in Singapore arising out of an alleged breach of a commodity sale and purchase contract against Sadot Latam LLC only. The matter is at a preliminary stage. Based on the assessment of the Company’s legal counsel, a loss is reasonably possible but not probable, and the amount or range of potential loss cannot be reasonably estimated. The claim was against Sadot Latam LLC and was derecognized in connection with the deconsolidation of Sadot Latam LLC on June 26, 2026. Accordingly, no contingent liability has been accrued in accordance with ASC 450 as of June 30, 2026.

OSR Rotterdam BV filed a maritime attachment claim against Sadot Latam LLC on April 14, 2025 arising from an alleged breach of a charter party. OSR claims a contractual cancellation fee of $250,000 plus interest. In May 2026, summary judgment was entered against Sadot Latam LLC and the Company. The Company has recorded an accrued litigation liability of $265,000 as of June 30, 2026 related to this matter. The liability was retained by the Company and was not removed as part of the deconsolidation of Sadot Latam LLC. Based on the assessment of the Company’s legal counsel, the Company has accrued the estimated loss associated with this matter; however, the amount of any additional interest, costs, or enforcement charges, if any, cannot be reasonably estimated at this time.

On April 4, 2026, a former employee of Sadot Group Inc. filed a complaint against Sadot Group Inc. and its chief executive officer in the United States District Court for the District of New Jersey alleging breaches of employment contract and damages in the amount of $144,212 plus punitive damages relating to alleged unpaid performance bonuses, vacation time, and severance. The Company believes the claims are without merit and intends to vigorously defend itself. In early May 2026, the employee agreed to dismiss the complaint and proceed to arbitration in Texas. Accordingly, no contingent liability has been accrued in accordance with ASC 450 as of June 30, 2026.

On February 18, 2026, Lisiten Associates Inc. filed a complaint against Sadot Group Inc. in the Supreme Court of the State of New York, County of New York, alleging unpaid brokerage fees in connection with the sale of the Company’s restaurant business, plus treble damages. The Company believes the plaintiffs’ positions are without merit and intends to vigorously defend itself in all respects. Based on information available as of June 30, 2026, management has accrued a contingent liability in respect of this matter under ASC 450. The Company will continue to evaluate this matter as additional information becomes available.

On July 30, 2026, the Circuit Court of the Fourth Judicial Circuit in and for Duval County, Florida entered a Final Judgment After Default in favor of SCGV-Baymeadows, LLC against Pokémoto, LLC and Sadot Group, Inc., jointly and severally, in the total amount of $147,768.56, consisting of principal, late charges, costs, and prejudgment interest, with post-judgment interest accruing at 18% per year. As of June 30, 2026, the Company has recorded an accrued litigation liability of $147,768.56 related to this matter, representing the full judgment amount.

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. In the opinion of management after consulting legal counsel, such matters are currently not expected to have a material impact on the Company’s financial statements.

The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements after consulting legal counsel.