3. Significant Accounting Policies

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 June 30, 2026, and for the three and six months ended June 30, 2026, and 2025. The results of operations for the three and six months ended June 30, 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

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. Effective June 26, 2026, the Company ceased to consolidate Sadot Latam LLC as a result of the sale of one hundred percent (100%) of the membership interests of that entity. The results of operations of Sadot Latam LLC are included in continuing operations in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss) through June 26, 2026, within Commodity sales, Cost of goods sold and the related operating cost and expense captions. The gain of $42.4 million recognized on the disposition is presented separately within continuing operations on the Gain on Deconsolidation line. Please see Note 6 – Disposition and Deconsolidation of Sadot Latam LLC for further details.

Deconsolidation

The Company deconsolidates a subsidiary when it ceases to have a controlling financial interest in that subsidiary. Upon deconsolidation, the Company derecognizes the assets and liabilities of the former subsidiary at their carrying amounts as of the date control is lost, and recognizes a gain or loss measured as the difference between (i) the aggregate of the fair value of any consideration received, the fair value of any retained investment in the former subsidiary and the carrying amount of any non-controlling interest in the former subsidiary, and (ii) the carrying amount of the former subsidiary’s assets and liabilities. Any resulting gain or loss is recognized in the Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss) in the period in which control is lost. In determining the assets and liabilities to be derecognized, the Company evaluates whether it has retained any obligation in respect of the former subsidiary, including through indemnification, guarantee or other contractual undertaking, and continues to recognize a liability for any such retained obligation to the extent required under ASC 450, Contingencies, and ASC 460, Guarantees. Consideration that is contingent upon future events is measured at fair value at the date control is lost, and is subsequently remeasured through earnings.

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:

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

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 June 30, 2026 or December 31, 2025. As of December 31, 2025, the Company had $0.27 million of cash on deposit that was subject to a court-ordered restriction related to ongoing legal proceedings. This restricted cash was held by Sadot Latam LLC and was derecognized on June 26, 2026 in connection with the deconsolidation of that entity. As of June 30, 2026, the Company had $0 of restricted cash.

Accounts Receivable

Accounts Receivable consists of receivables related to Sadot Agri-Foods of $0 million and $0.4 million net of doubtful accounts of $2.5 million and $27.8 million as of June 30, 2026, and December 31, 2025, respectively. Gross accounts receivable of $25.6 million and the related allowance for credit losses of $25.6 million attributable to Sadot Latam LLC were derecognized on June 26, 2026 in connection with the deconsolidation of that entity. Please see Note 6 – Disposition and Deconsolidation of Sadot Latam LLC and Note 7 – Allowance for credit losses on accounts receivable for further details.

Accounts receivable are 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

Prior to the deconsolidation of Sadot Latam on June 26, 2026, Sadot Latam participated in a factoring arrangement under which certain trade receivables were transferred to a third-party financial institution with recourse. Because the transfer did not qualify for sale accounting under ASC 860, Transfers and Servicing, the arrangement was accounted for as a secured borrowing while Sadot Latam was consolidated.

Under the arrangement, Sadot Latam received approximately $3.6 million in cash advances secured by trade receivables with an original carrying value of approximately $4.7 million. The difference between the receivables transferred and the cash advances primarily reflected proceeds retained by the factor and associated factoring fees. Prior to the deconsolidation of Sadot Latam, the related borrowings were included in Notes Payable and the pledged receivables remained recorded in Accounts Receivable in the Company’s condensed consolidated financial statements.

Upon the deconsolidation of Sadot Latam on June 26, 2026, the related assets and liabilities associated with the factoring arrangement were removed from the Company’s condensed consolidated balance sheet. However, the Company remains a named party in litigation related to the factoring arrangement. See Note 19 – Commitments and Contingencies for additional information.

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

The Company accounts for intangible assets in accordance with ASC 350, Intangibles — Goodwill and Other. Intangible assets acquired individually or as part of a group of assets are initially recognized and measured at cost. Intangible assets with finite useful lives are amortized over the period the asset is expected to contribute, directly or indirectly, to the Company’s future cash flows.

The Company determines the useful life of an intangible asset based on an analysis of all pertinent factors, including the expected use of the asset, any legal, regulatory or contractual provisions that may limit its useful life, the effects of obsolescence, demand, competition and other economic factors, and the level of maintenance expenditure required to obtain the asset’s expected future cash flows. Amortization is recognized on a straight-line basis unless the pattern in which the economic benefits of the asset are consumed can be reliably determined, and commences when the asset is available for its intended use. The Company reevaluates the remaining useful life of each amortizing intangible asset each reporting period.

The Company does not amortize intangible assets having indefinite useful lives. As of June 30, 2026 and December 31, 2025, the Company had no indefinite-lived intangible assets and no goodwill. Finite-lived intangible assets are tested for impairment under the Company’s policy for impairment of long-lived assets described below. The assets related to Pokémoto and Muscle Maker Grill were sold in the fourth quarter of 2025. See Note 4 – Assets Held For Sale for additional information.

Asset Acquisitions

The Company evaluates each acquisition of assets to determine whether the transaction should be accounted for as a business combination under ASC 805-10 or as an asset acquisition under ASC 805-50. The Company applies the screen in ASC 805-10-55; if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the transaction is accounted for as an asset acquisition.

For asset acquisitions, the cost of the acquisition, including direct transaction costs, is allocated to the individual assets acquired on the basis of their relative fair values, and no goodwill is recognized. Consideration consisting of equity instruments is measured at fair value on the acquisition date. Consideration consisting of non-interest bearing notes, or notes bearing a below-market rate of interest, is measured at present value in accordance with ASC 835-30, with the resulting discount amortized to interest expense over the term of the instrument using the effective interest method.

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

The Company evaluates its convertible instruments to determine whether the contract, or an embedded component of the contract, qualifies as a derivative financial instrument required to be separately accounted for under ASC 815, Derivatives and Hedging.

If the embedded conversion feature is not required to be bifurcated and accounted for as a derivative liability, the convertible instrument is accounted for as a single liability measured at amortized cost using the effective interest method. No portion of the proceeds is allocated to an equity component, except where a convertible instrument is issued at a substantial premium, in which case the premium is recorded in additional paid-in capital in accordance with ASC 470-20-25-13.

As of June 30, 2026 and December 31, 2025, the Company determined that the conversion features related to its notes payable were not required to be bifurcated and recorded as derivative liabilities.

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

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.

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 and six months ended June 30, 2026 and 2025, the Company recorded Commodity sales revenues of $0 million and $114.3 million in the three months ended June 30, 2026 and 2025, respectively, and $0 million and $246.5 million in the six months ended June 30, 2026 and 2025, respectively, which is included in Commodity sales on the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss).

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 19 – Commitments and contingencies for further details. For the three months ended June 30, 2026 and 2025, $(0.3) million and $0.4 million, respectively, and $0.1 million and $1.8 million in the six months ended June 30, 2026 and 2025, respectively, are recorded as Stock-based expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss).

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 Income / (Loss) per Share

Basic Income / (Loss) per common share is computed by dividing net income/(loss) attributable to Sadot Group Inc. by the weighted average number of common shares outstanding during the period. Diluted Income / (Loss) per common share is computed by dividing net Income / (Loss) 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 as of June 30, 2026 and 2025, respectively, because their inclusion would have been anti-dilutive:

The Company is currently authorized to issue 12,500,000 shares of common stock following the 1-for-20 reverse stock split effected in May 2026. All share and per share amounts have been retroactively adjusted to reflect the reverse stock split, as applicable. The Company may issue additional shares of common stock in connection with future capital raising activities, acquisitions, equity compensation arrangements, and other equity-related transactions. Any future issuances of common stock may result in dilution to existing shareholders, reduce net income (loss) per share, and decrease existing shareholders’ ownership percentages. The Company may seek shareholder approval for increases in its authorized shares of common stock if additional shares are needed to support its future capital needs or strategic initiatives.

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

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 quarter ended June 30, 2026 and March 31, 2026, certain customers accounted for more than 10% of total revenues, as disclosed below:

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.

Derivative Instruments

The Company recognizes all derivatives in the balance sheet at fair value. During the periods June 30, 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”). The Company did not have any derivative contracts outstanding as of or during the six months ended June 30, 2026. 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

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

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 Income / (Loss).

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

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 Income / (Loss).

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 Income / (Loss) 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

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 as of June 30, 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 Income / (Loss). Following the sale of the membership interests of Sadot Latam LLC on June 26, 2026, the Company holds variable interests in that entity through the profit-sharing entitlement, the retained interests in net collections, its indemnification obligations and its obligation to provide legal support. The Company has determined that it is not the primary beneficiary of Sadot Latam LLC and does not consolidate that entity. Please see Note 6 – Disposition and Deconsolidation of Sadot Latam LLC. The Company has no other variable interest entities as of June 30, 2026 and December 31, 2025.

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 Income / (Loss). For details related to Discontinued operations, see Note 5 – Discontinued Operations.

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 Company adopted 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 January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The amendments clarify the effective date of ASU 2024-03, which requires public business entities to provide disaggregated disclosures about certain income statement expense captions, by confirming that all public business entities adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The clarification was issued because the transition language in ASU 2024-03 could have led entities without a calendar year end to conclude that initial adoption was required in an interim period rather than an annual period. Early adoption is permitted. The amendments are applied prospectively, with retrospective application to any or all prior periods presented permitted. The Company is currently evaluating the effect of ASU 2024-03, as clarified by ASU 2025-01, on its financial statement disclosures.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. Under prior guidance, the primary beneficiary of a variable interest entity (“VIE”) acquired in a business combination was always the accounting acquirer. The amendments instead require an entity to consider the factors in ASC 805-10-55-12 through 55-15 to identify the accounting acquirer when a business combination is effected primarily by exchanging equity interests and the legal acquiree is a VIE that meets the definition of a business. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The guidance is applied prospectively to business combinations with an acquisition date on or after the date of initial application, and an entity is required to disclose the nature of and reason for the change in accounting principle in both the interim and annual reporting periods of adoption. The Company is currently evaluating the effect of this guidance on its financial statements.

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments revise the definition of a performance condition for share-based consideration payable to a customer to incorporate conditions based on the volume or monetary amount of a customer’s purchases, or potential purchases, of goods or services from the grantor, including over a specified period of time. The ASU also eliminates the policy election to account for forfeitures as they occur for awards containing service conditions, and clarifies that the variable consideration constraint in Topic 606 does not apply to share-based consideration payable to a customer, regardless of whether a grant date has occurred under Topic 718. The amendments are effective for all entities for annual reporting periods, including interim reporting periods within those annual periods, beginning after December 15, 2026, with early adoption permitted. The guidance is applied using either a modified retrospective or a full retrospective approach. The Company is currently evaluating the effect of this guidance on its 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 underlying 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 June 30, 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 June 30, 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

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 22 – Subsequent events.