Termination of Material Agreement (Form 8-K)

Item 1.02 Termination of a Material Definitive Agreement.

On October 12, 2026, Sadot Group Inc. (the "Company") entered into a letter agreement (the "Termination Agreement") with VisionWave Holdings, Inc. ("VisionWave"), VisionWave IL Ltd., CMJV LLC ("CMJV"), C.M. Composite Materials Ltd. ("CM") and Matania (Mati) Moskovich, the sole shareholder of CM, pursuant to which the parties terminated the Joint Venture and Operating Agreement dated as of September 30, 2026 (the "JV Agreement") among the Company, VisionWave and CMJV, and unwound the transactions consummated at the closing of the JV Agreement, other than the issuance of the Entry Premium Shares (as defined below), which VisionWave will retain. The JV Agreement was previously described in, and filed as Exhibit 10.1 to, the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on October 1, 2026 (the "Prior 8-K").

As described in the Prior 8-K, under the JV Agreement the Company and VisionWave established CMJV as a 50/50 joint venture relating to CM, an Israeli advanced-composites manufacturer; VisionWave contributed to CMJV its rights under its share purchase agreement and loan agreement with CM and its sole shareholder; the Company committed to contribute $7,814,323 in cash to CMJV in tranches over twelve months (the "Capital Commitment"), to be lent by CMJV to CM against draw requests; and the Company agreed to issue 250,000 shares of its common stock to VisionWave as a joint venture entry premium (the "Entry Premium Shares"). The JV Agreement required CMJV to deliver, and to cause CM to deliver, to the Company quarterly unaudited and annual audited financial statements of CM and its subsidiary prepared in accordance with IFRS or U.S. GAAP (audited by a PCAOB-registered firm where required for the Company's SEC reporting), permitted the Company to withhold approval of any draw request if CM was delinquent in delivering such financial statements, and required the parties to cooperate in providing financial statements of CM prepared in accordance with Regulation S-X for inclusion in the Company's periodic reports and registration statements.

On or about October 8, 2026, CM advised the Company and VisionWave that it is unable to produce the financial statements required by the JV Agreement and has no present ability to engage an independent auditor to audit such financial statements within a period acceptable to the Company and VisionWave. As a result, no draw request could be approved and no funding could occur under the JV Agreement, and the Company would be unable to account for and report on its investment in CMJV, and CMJV's loans to and prospective ownership interest in CM, in its reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and its registration statements under the Securities Act of 1933, as amended (the "Securities Act"). In light of the foregoing, the parties determined to terminate the JV Agreement by mutual agreement.

Under the Termination Agreement, effective October 12, 2026 (the "Effective Date"): (i) the JV Agreement was terminated in its entirety, other than the confidentiality provisions and certain miscellaneous provisions that survive to the extent necessary to interpret and enforce the Termination Agreement; (ii) the Capital Commitment, the related minimum funding milestones and the unit true-up mechanism were extinguished, and the Company has no obligation to fund any amount to CMJV, VisionWave or CM; (iii) all 7,814,323 units of membership interest in CMJV held by the Company were cancelled for no consideration, the Company withdrew as a member of CMJV, and the Company's two designees resigned as managers of CMJV, with the result that VisionWave is the sole member of CMJV and retains all rights relating to CM; (iv) VisionWave will retain all 250,000 Entry Premium Shares and, in consideration for such retention, the termination and the mutual releases, VisionWave agreed to issue to the Company 500,000 shares of VisionWave common stock (the "VisionWave Consideration Shares"); (v) the Company ceased to be a beneficiary of the Acknowledgment, Consent and Loan Agreement Amendment executed by CM and its sole shareholder at the closing of the JV Agreement, and CM and its sole shareholder acknowledged that the Company is not a lender to CM and has no funding obligation to CM; and (vi) the parties exchanged mutual general releases of all claims arising out of or relating to the JV Agreement and the related transaction documents, subject to customary exceptions. VisionWave, VisionWave IL Ltd. and CMJV agreed to indemnify the Company against claims relating to CM, the loans to CM and the related agreements. The Termination Agreement contains mutual non-disparagement covenants and provides that the Company and VisionWave will coordinate their public disclosure of the termination.