6. Disposition and Deconsolidation of Sadot Latam LLC

Share Purchase Agreement

On June 26, 2026, the Company sold 100% of the membership interests in Sadot Latam LLC to Dream America Marketing Services, Ltd., a Costa Rica entity (the “Purchaser”), for aggregate consideration consisting of (i) $1,000 in cash and (ii) recovery rights equal to 27.5% of cash collected on specified receivables of Sadot Latam and Sadot LLC, and 50% of net amounts collected on a Zambia receivable and Zen-Noh litigation matter. The Purchaser acquired Sadot Latam on an “as is, where is,” no-recourse basis and assumed all liabilities and existing litigation. The Company agreed to provide legal support for six months post-closing and to indemnify the Purchaser on customary terms.

Deconsolidation

Sadot Latam LLC was a Delaware limited liability company held through Sadot LLC, through which the Company conducted a portion of its Latin American agri-commodity trading operations. Upon the sale, the Company lost control and relinquished its power to direct activities that most significantly impact Sadot Latam’s economic performance. Accordingly, the Company deconsolidated Sadot Latam effective June 26, 2026 and recorded a gain on deconsolidation of approximately $42.4 million in other income (expense), net.

The gain on deconsolidation was determined as follows:

Sadot Latam’s functional currency was the U.S. dollar; accordingly, no foreign currency translation adjustment was reclassified into the gain. The operations of Sadot Latam through the deconsolidation date are included in continuing operations in the consolidated statements of operations, with the gain on deconsolidation presented as a separate line item.

Cash of approximately $272 thousand held by Sadot Latam (all of which was subject to court-ordered restriction) ceased to be included in consolidated cash balances. The net effect of the $1 thousand cash consideration received and $272 thousand of cash derecognized is presented as a $271 thousand outflow in investing activities in the Statements of Cash Flows for the six months ended June 30, 2026.

Recovery Rights and Fair Value Measurement

The Company retained recovery rights consisting of 27.5% of cash collected on specified receivables and 50% of net amounts collected on a Zambia receivable and Zen-Noh litigation matter. The underlying commodities receivables were fully reserved on Sadot Latam’s books at deconsolidation, and the timing and amount of any future collections and litigation recoveries are uncertain. Accordingly, the Company measured the recovery rights at fair value of $0 and did not record an asset as of the deconsolidation date. Should collections or litigation recoveries occur in future periods, the Company will recognize the receipt of such amounts as income at that time.

Retained Interests and Continuing Obligations

Following the closing, the Company retains the following involvement with Sadot Latam: the recovery rights described above; responsibility for Sadot Latam’s tax returns and taxes for periods ending on or before the closing date; an obligation to provide legal support for six months post-closing and control over the defense and settlement of pre-closing litigation during that period; indemnification obligations in favor of the Purchaser; and two-year non-solicitation and non-competition covenants. The Company also remains a named party in certain proceedings in which Sadot Latam is a party. Please see Note 19 – Commitments and Contingencies for further details regarding these obligations.

Income Taxes

Sadot Latam was a single-member limited liability company disregarded for United States federal income tax purposes, and its results were included in the Company’s consolidated tax position.