v3.26.1
Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2026
Accounting Policies [Abstract]  
Basis of Presentation

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 March 31, 2026, and for the three months ended March 31, 2026, and 2025. The results of operations for the three months ended March 31, 2026, and 2025 are not necessarily indicative of the operating results for the full year. It is suggested that these Unaudited Condensed Consolidated Financial Statements be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on April 29, 2026. The Balance Sheet as of December 31, 2025, has been derived from the Company’s audited Financial Statements.

 

Principles of Consolidation

Principles of Consolidation

 

The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiary. Any intercompany transactions and balances have been eliminated in consolidation.

 

Use of Estimates

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, but are not limited to:

 

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; and

 

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

 

Estimates and assumptions are periodically reviewed, and the effects of any material revisions are reflected in the financial statements in the period that they are determined to be necessary. Actual results could differ from those estimates and assumptions.

 

Cash, Restricted Cash, and Cash Equivalents

Cash, Restricted Cash, and Cash Equivalents

 

The Company considers all highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of March 31, 2026 or December 31, 2025. As of March 31, 2026, the Company had $0.27 million of cash on deposit that is subject to a court-ordered restriction related to ongoing legal proceedings. These funds are not available for general corporate use. The restriction is expected to remain in place pending resolution of the matter.

 

Accounts Receivable

Accounts Receivable

 

Accounts Receivable consists of receivables related to Sadot Agri-Foods of nil and $0.4 million net of doubtful accounts of $28.1 million and $27.8 million as of March 31, 2026, and December 31, 2025, respectively.

 

Accounts receivable is stated at historical carrying amounts net of write-offs and allowances for uncollectible accounts. The Company establishes allowances for uncollectible trade accounts receivable based on lifetime expected credit losses using an aging schedule for each pool of accounts receivable. Pools are determined based on risk characteristics such as the type of receivable and geography. A default rate is derived using a provision matrix which is evaluated on a regular basis by management and based on past experience and other factors. The default rate is then applied to the pool to determine the allowance for expected credit losses. Given the short-term nature of the Company’s trade accounts receivable, the default rate is only adjusted if significant changes in the credit profile of the portfolio are identified (e.g., poor crop years, credit issues at the country level, systematic risk), resulting in historic loss rates that are not representative of forecasted losses. Uncollectible accounts are written off when a settlement is reached for an amount that is less than the outstanding historical balance or when the Company has determined that collection of the balance is unlikely.

 

Factoring Agreements

Factoring Agreements

 

As of March 31, 2026, the Company’s total borrowings include $3.3 million related to a factoring arrangement under which the Company transfers certain trade receivables to a third-party financial institution with recourse. The Company retains the risk of nonpayment on the transferred receivables, so the arrangement does not meet the criteria for sale accounting under ASC 860, Transfers and Servicing, and is accounted for as a secured borrowing.

 

Under this arrangement, the Company received $3.6 million in cash advances, which are included in Notes Payable on the Unaudited Condensed Consolidated Balance Sheets. The transferred receivables had an original carrying value of $4.7 million as of March 31, 2026. During the period, customers made payments on these receivables, reducing the outstanding balance to $3.6 million, which remains recorded in Accounts Receivable as of March 31, 2026, as the Company has not surrendered control over the assets. The $0.8 million difference between the original receivables balance and the cash advances primarily reflects $0.5 million of proceeds retained by the factor and $0.3 million of factoring fees.

 

Factoring fees incurred in connection with the arrangement are deferred and amortized over the expected life of the borrowing as Interest expense, net in the Unaudited Condensed Consolidated Statements of Income and Other Comprehensive (Loss) / Income. The Company continues to service the receivables under the arrangement but has no obligation to repurchase the receivables except in cases of customer nonpayment. The Company remains exposed to credit losses related to factored receivables and maintains an allowance for doubtful accounts as appropriate.

 

As of March 31, 2026, the Company has pledged $3.9 million of accounts receivable as collateral under this facility. A dispute has arisen with the factoring company regarding the amounts owed under the arrangement, which is the subject of pending litigation. Please see Note 15 – Commitments and contingencies for additional information regarding pending litigation.

 

Assets held for sale

Assets held for sale

 

In the first quarter of 2024, the Company classified its Sadot Food Services segment as held for sale. The assets related to Pokemoto and Muscle Maker Grill were sold in the fourth quarter of 2025.

 

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,

 

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.

 

Leases

Leases

 

The Company accounts for leases in accordance with ASC 842, Leases. The Company determines if an arrangement is or contains a lease at inception. Right to use assets and lease liabilities are recognized for leases with terms greater than 12 months based on the present value of lease payments over the lease term.

 

Lease liabilities are measured using the present value of future lease payments, discounted using the rate implicit in the lease when readily determinable, or the Company’s incremental borrowing rate. Right to use assets are based on the lease liability adjusted for any initial direct costs, prepaid lease payments, and lease incentives.

 

The Company has elected the short-term lease exemption for leases with an initial term of 12 months or less and does not recognize ROU assets or lease liabilities for such leases. Lease expense is recognized on a straight-line basis over the lease term.

 

Intangible Assets

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. The assets related to Pokemoto and Muscle Maker Grill were sold in the fourth quarter of 2025. See Note 4 – Assets held for sale for additional information.

 

 

Impairment of Long-Lived Assets

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.

 

Convertible Instruments

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 March 31, 2026 and December 31, 2025, the Company deemed the conversion feature related to notes payable was not required to be bifurcated and recorded as a derivative liability.

 

Related Parties

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

Revenue Recognition

 

The Company’s revenues consist of Commodity sales and Other revenues. The Company recognizes revenues according to Topic 606 of FASB, “Revenue from Contracts with Customers”. Under the guidance, revenue is recognized in accordance with a five-step revenue model, as follows: (1) identifying the contract with the customer; (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.

 

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 March 31, 2026 and 2025, the Company recorded Commodity sales revenues of $0.0 million and $132.2 million, respectively, which is included in Commodity sales on the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive (Loss) / Income.

 

Stock-Based Expenses

Stock-Based Expenses

 

Stock-based expenses include all expenses that are paid with stock. This includes stock-based consulting fees due to Aggia and other consultants, stock compensation paid to the Company’s board of directors, and stock compensation paid to employees. The consulting fees due to Aggia related to ongoing Sadot Agri-Foods and expansion of the global agri-commodities business. Based on the initial Services Agreement with Aggia LLC FZ, a Company formed under the laws of United Arab Emirates (“Aggia”), the consulting fees were calculated at approximately 80.0% of the Net Income generated by Sadot Agri-Foods through March 31, 2023. As of April 1, 2023 the consulting agreement was amended to calculate consulting fees on 40.0% of the Net income generated by Sadot LLC. See Note 15 – Commitments and contingencies for further details. For the three months ended March 31, 2026 and 2025, nil and $1.4 million, respectively, are recorded as Stock-based expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive (Loss) / Income.

  

On November 20, 2025, the Company and Aggia entered into a settlement agreement that terminated the services agreement and extinguished all remaining obligations thereunder. The settlement agreement consisted of a one-time consideration of cash to be paid and shares to be issued to Aggia in the amount of $75,000 plus 1,050,000 shares, accordingly, no further stock-based consulting fees are expected to be incurred under this arrangement following its termination.

 

Net (Loss) / Income per Share

Net (Loss) / Income per Share

 

Basic (Loss) / Income per common share is computed by dividing net (loss)/income attributable to Sadot Group Inc. by the weighted average number of common shares outstanding during the period. Diluted (Loss) / Income per common share is computed by dividing net (Loss) / Income attributable to common shareholders by the weighted average number of common shares outstanding, plus the impact of potential common shares, if dilutive, resulting from the exercise of warrants, options or the conversion of convertible notes payable.

 

The following securities are excluded from the calculation of weighted average diluted common shares at March 31, 2026 and 2025, respectively, because their inclusion would have been anti-dilutive:

 

          
   Three Months Ended March 31,
   2026  2025
Warrants   131,843    158,645 
Options   3,672    8,046 
RSAs   22,388       
Convertible debt   2,386,638       
Total potentially dilutive shares   2,544,541    166,691 

 

The Company is currently authorized to issue 250,000,000 shares of common stock, following shareholder approval at the Annual Meeting held on April 13, 2026, to increase the number of authorized shares from 2,000,000. This increase provides the Company with additional flexibility to support future capital raising, M&A, equity compensation, and other equity-related transactions. Future issuances of common stock, whether for financing, acquisitions, or equity awards, may result in dilution to existing shareholders and could materially reduce net income (loss) per share and impact shareholder ownership percentages. Depending on the Company’s future capital needs or equity activity, additional increases in authorized shares may be considered, subject to shareholder approval.

 

The following table sets forth the computation of basic and dilutive net (Loss) / Income per share attributable to the Company’s shareholders:

           
   Three Months Ended March 31,
   2026  2025
(In thousands, except for share count and per share data)          
Net (Loss) / Income attributable to Sadot Group Inc.   (4,868)   938 
Weighted-average shares outstanding:          
Basic   1,814,167    522,744 
Effect of potentially dilutive RSAs         18,420 
Effect of potentially dilutive convertible debt            
Diluted   1,814,167    524,586 
           
Net income/ (loss) for continuing operations per share attributable to Sadot Group Inc.:          
Basic   (2.67)   1.60 
Diluted   (2.67)   1.60 
           
Net income/ (loss) from discontinued operations per share attributable to Sadot Group Inc.:          
Basic   (0.02)   0.20 
Diluted   (0.02)   0.20 
           
Net income/ (loss) per share attributable to Sadot Group Inc.:          
Basic   (2.68)   1.79 
Diluted   (2.68)   1.79 

 

Concentration of Credit Risk

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

 

The Company maintains its cash balances with financial institutions located in the United States and foreign jurisdictions. At times, such balances may exceed federally insured limits. The Company has not experienced any losses on its cash accounts and management believes the Company is not exposed to significant credit risk with respect to its cash.

 

The Company extends credit to customers in the normal course of business and performs ongoing credit evaluations of its customers’ financial condition. As of and for the years ended March 31, 2026 and 2025, certain customers accounted for more than 10% of total revenues, as disclosed below:

 

           
   Three Months Ended March 31,
   2026  2025
Number of customers    0    1 
Type    Commodities    Commodities 
% of sales    0%   92%

 

The Company also relies on a limited number of vendors for procurement of commodities. A significant portion of purchases is concentrated among a small number of suppliers, which may impact operations if these relationships are disrupted.

 

   Three Months Ended March 31,
   2026  2025
Number of vendors    0    3 
Type    Commodities    Commodities 
% of purchases    0%   97%

 

Derivative Instruments

Derivative Instruments

 

The Company recognizes all derivatives in the balance sheet at fair value. During the periods March 31, 2026 and 2025, the Company’s derivatives were comprised of Forward sales contracts for soybeans, carbon offset units, and futures and options of food and feed related commodities, traded on the Chicago Mercantile Exchange (“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.

 

Convertible Debt and Embedded Features

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.

 

Debt Discounts and Issuance Costs

Debt Discounts and Issuance Costs

 

The Company accounts for debt discounts and issuance costs in accordance with ASC 470-20, Debt with Conversion and Other Options. Debt discounts and issuance costs are recorded as a direct deduction from the carrying amount of the related debt and are amortized to interest expense over the term of the underlying instrument using the effective interest method.

 

Amortization of debt discounts and issuance costs is included in Interest expense, net in the Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive (Loss) / Income.

 

Loss on debt extinguishment

Loss on debt extinguishment

 

Loss on debt extinguishment consists of the loss related to the exchange of stock for debt repayment, which is calculated using the variance between the agreed upon price per share of stock and the fair value of the stock on the date of the exchange.

 

Income Taxes

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.

 

The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as Sales, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive (Loss) / Income.

 

Currency Translation Differences

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 (Loss) / Income 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

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 at March 31, 2026 and December 31, 2025. The amount of net loss attributable to Non-controlling interests is disclosed in the Unaudited Condensed Consolidated Statements of Income and Other Comprehensive (Loss) / Income.

 

Discontinued Operations

Discontinued Operations

 

As part of the Company’s stated strategy to pivot its focus to the global food supply chain sector, we spent 2024 fully engaged in the restructuring of Sadot Food Services. By refranchising company-owned units and closing underperforming locations while growing Pokémoto through franchising, the Company continued its restructuring efforts with the goal of reducing annualized restaurant operating expenses and overhead while potentially increasing franchise royalty revenue at Pokémoto. In early Q4 of 2024 the Company was able to close its last two corporate owned stores and reclassified the rest of Sadot Food Services to discontinued operations. The amount of loss from discontinued operations is disclosed in the Unaudited Condensed Consolidated Statements of Income and Other Comprehensive (Loss) / Income. For details related to Discontinued operations, see Note 5 – Discontinued operations.

 

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

The Company is no longer an emerging growth company and has adopted accounting standards based on public company effective dates.

 

In December 2023, the FASB issued ASU 2023-09, which focuses on income tax disclosures by requiring public business entities, on an annual basis, to disclose specific categories in the rate reconciliation, provide information for reconciling items that meet a quantitative threshold, and certain information about income taxes 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 and has included the required disclosures in accordance with the new standard. The adoption did not have a material impact on its condensed consolidated financial statements.

 

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

 

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.

 

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Improvements to Interim Disclosure Requirements. The amendments are intended to enhance interim disclosures through a more principles-based framework. The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. The Company has not adopted this guidance as of March 31, 2026 and is currently evaluating the impact of this guidance on its condensed consolidated financial statements and related disclosures.

 

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which includes various targeted amendments to the Accounting Standards Codification. The effective dates vary by amendment. The Company has not adopted this guidance as of March 31, 2026 and does not expect it to have a material impact on its condensed consolidated financial statements and related disclosures.

 

The Company has considered all other recently issued accounting pronouncements and does not expect them to have a material impact on its condensed consolidated financial statements and related disclosures.

 

Subsequent Events

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 18 – Subsequent events.