Large equity issuances and share increase win approval at Sadot Group (SDOT)

Rhea-AI Filing Summary

Sadot Group Inc. held its Annual Meeting of stockholders on April 13, 2026, where all proposals were approved. Stockholders elected five directors and ratified the appointment of the independent registered public accounting firm.

Out of 1,994,324 shares of common stock outstanding as of February 17, 2026, 1,398,677 common shares and 10,000 shares of Series A Preferred Stock were represented, constituting a quorum. Stockholders approved an amendment to the Articles of Incorporation to increase authorized common shares, adopted the 2025 Equity Incentive Plan, and approved multiple common stock issuance proposals, including the issuance of 793,000 shares to Aggia and additional share issuances to Helena and various 2024 purchasers under Nasdaq Listing Rules 5635.

Positive

• None.

Negative

• Stockholders approved multiple equity issuance proposals, including 793,000 shares to Aggia and additional issuances to Helena and 2024 purchasers, alongside increased authorized common stock and a new equity incentive plan, creating the potential for significant dilution relative to 1,994,324 common shares outstanding as of February 17, 2026.

Insights

Equity & governance analyst

Shareholders approved significant equity issuances and new share capacity, implying notable potential dilution.

Sadot Group Inc. obtained stockholder approval for several equity-related items at its Annual Meeting, including increasing authorized common shares, a 2025 Equity Incentive Plan, and multiple specific issuance proposals tied to prior agreements and notes.

One proposal authorizes issuing 793,000 shares of common stock to Aggia, while others cover issuances to Helena and 2024 purchasers, all under Nasdaq Listing Rules 5635. Given 1,994,324 common shares outstanding as of February 17, 2026, these approvals collectively represent a substantial potential expansion of the share base.

The approvals provide flexibility to honor existing agreements and grant future equity incentives but may materially dilute existing common stockholders as the shares are issued. Future company disclosures about when and how many shares are actually issued under these approvals will shape the ultimate impact on ownership and per-share metrics.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Common shares outstanding: 1,994,324 shares Shares represented (common): 1,398,677 shares Series A Preferred represented: 10,000 shares +5 more

8 metrics

Common shares outstanding 1,994,324 shares Common stock outstanding as of February 17, 2026 (record date)

Shares represented (common) 1,398,677 shares Common stock present or by proxy at the Annual Meeting, forming quorum

Series A Preferred represented 10,000 shares Series A Preferred Stock represented at the Annual Meeting

Votes for auditor ratification 1,312,478 votes Ratification of independent registered public accounting firm

Votes for authorized share increase 1,264,768 votes Amendment to increase authorized common stock

Votes for 2025 Equity Incentive Plan 1,091,153 votes Approval of the 2025 Equity Incentive Plan

Aggia share issuance size 793,000 shares Approved issuance of common stock to Aggia under Aggia Agreement

Votes for Aggia issuance 1,078,864 votes Approval of 793,000-share issuance to Aggia

Key Terms

Annual Meeting, quorum, Series A Preferred Stock, Equity Incentive Plan, +2 more

6 terms

Annual Meeting financial

"Sadot Group Inc. (the “Company”) held its Annual Meeting on April 13, 2026."

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

quorum financial

"were represented at the Annual Meeting, in person or by proxy, constituting a quorum."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Series A Preferred Stock financial

"1,398,677 shares of common stock and 10,000 Series A Preferred Stock were represented"

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

Equity Incentive Plan financial

"Approval of the 2025 Equity Incentive Plan received the following votes"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Nasdaq Listing Rules 5635 financial

"in accordance with the Stockholder Approval Requirements of Nasdaq Listing Rules 5635"

Articles of Incorporation financial

"Amendment of the Company’s Articles of Incorporation to Increase the Number of Authorized Shares"

A formal legal document filed with a government authority that creates a corporation and sets its basic rules — for example the company name, business purpose, how many ownership shares can exist, and who can receive legal notices. It matters to investors because it defines ownership structure, voting rights, and limits on liability, shaping who controls the company and how future shares or dividends can affect an investor’s stake; think of it as the company’s birth certificate and rulebook.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): April 13, 2026

Commission File Number 001-39223

Sadot Group Inc.

(Exact name of small business issuer as specified in its charter)

Nevada		47-2555533
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

295 E. Renfro Street, Suite 300, Forth Worth, Texas 76028

(Address of principal executive offices)

(832) 604-9568

(Issuer’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act: Not applicable.

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.0001 par value		SDOT		The Nasdaq Stock Market

Item 5.07 Submission of Matters to a Vote of Security Holders

Sadot Group Inc. (the “Company”) held its Annual Meeting on April 13, 2026. Of the 1,994,324 shares of Common Stock outstanding on February 17, 2026, the record date, 1,398,677 shares of common stock and 10,000 Series A Preferred Stock were represented at the Annual Meeting, in person or by proxy, constituting a quorum. The proposals considered at the Annual Meeting are described in detail in the Proxy Statement. The proposals described below were voted upon at the Annual Meeting and the number of votes cast with respect to each proposal was as set forth below:

(1) Election of Directors. The following nominees for election as Director received the number of votes set opposite their respective names:

Nominee		For				Withheld				Non-Votes
Chagay Ravid			1,066,671				93,525				238,481
Sean Schnapp			1,101,434				58,762				238,481
Alexander David			1,101,272				58,924				238,481
Liat Franco			1,099,998				60,198				238,481
Yuriy Shirinyan			1,101,122				59,074				238,481

The aforesaid nominees have been elected as Directors.

(2) Ratification of Appointment of Independent Registered Public Accounting Firm received the following votes:

Votes			Amount
For				1,312,478
Against				81,083
Abstain				5,116
Non-Votes				0

The proposal was approved and accordingly ratified.

(3) Amendment of the Company’s Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock received the following votes:

Votes			Amount
For				1,264,768
Against				130,776
Abstain				3,133
Non-Votes				0

The proposal was approved.

(4) Approval of the 2025 Equity Incentive Plan received the following votes:

Votes			Amount
For				1,091,153
Against				66,217
Abstain				2,826
Non-Votes				238,481

The proposal was approved.

(5) To Approve the Issuance of Shares of Common Stock to Helena Pursuant to the Terms of a Purchase Agreement Included as Appendix C to the Proxy Statement, with Such Modifications, Amendments, or Changes (Consistent with the Intent and Purpose of This Proposal) Agreed Upon by the Parties to the Purchase Agreement, and in Accordance with the Stockholder Approval Requirements of Nasdaq Listing Rules 5635 received the following votes:

Votes			Amount
For				1,078,153
Against				76,454
Abstain				5,589
Non-Votes				238,481

The proposal was approved.

(6) To Approve the Issuance of Shares of Common Stock to the December 2024 Purchasers Pursuant to the Terms of the December 2024 Notes Included as Appendix D to the Proxy Statement, with Such Modifications, Amendments, or Changes (Consistent with the Intent and Purpose of This Proposal) Agreed Upon by the Parties to the December 2024 Notes, and in Accordance with the Stockholder Approval Requirements of Nasdaq Listing Rules 5635 received the following votes:

Votes			Amount
For				1,078,140
Against				76,367
Abstain				5,689
Non-Votes				238,481

The proposal was approved.

(7) To Approve the Issuance of Shares of Common Stock to the October 2024 Purchaser Pursuant to the Terms of the October 2024 Note Included as Appendix E to the Proxy Statement, with Such Modifications, Amendments, or Changes (Consistent with the Intent and Purpose of This Proposal) Agreed Upon by the Parties to the October 2024 Note, and in Accordance with the Stockholder Approval Requirements of Nasdaq Listing Rules 5635 received the following votes:

Votes			Amount
For				1,078,121
Against				76,386
Abstain				5,689
Non-Votes				238,481

The proposal was approved.

(8) To Approve the Issuance of 793,000 Shares of Common Stock to Aggia Pursuant to the Terms of the Aggia Agreement Included as Appendix F to the Proxy Statement, with Such Modifications, Amendments, or Changes (Consistent with the Intent and Purpose of This Proposal) Agreed Upon by the Parties to the Aggia Agreement, and in Accordance with the Stockholder Approval Requirements of Nasdaq Listing Rules 5635 received the following votes:

Votes			Amount
For				1,078,864
Against				78,057
Abstain				3,275
Non-Votes				238,481

The proposal was approved.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SADOT GROUP INC.
	By:	/s/ Chagay Ravid
	Name:	Chagay Ravid
	Title:	Chief Executive Officer

Date: April 15, 2026

FAQ

What did Sadot Group Inc. (SDOT) stockholders approve at the 2026 Annual Meeting?

Stockholders approved all proposals, including electing five directors, ratifying the independent auditor, increasing authorized common shares, adopting the 2025 Equity Incentive Plan, and authorizing several specific common stock issuances tied to agreements with Helena, Aggia, and October/December 2024 purchasers under Nasdaq Listing Rules 5635.

How many Sadot Group (SDOT) shares were outstanding and represented at the meeting?

There were 1,994,324 shares of common stock outstanding as of February 17, 2026. At the Annual Meeting, 1,398,677 shares of common stock and 10,000 shares of Series A Preferred Stock were represented in person or by proxy, providing a valid quorum for voting on all proposals.

What was approved regarding Sadot Group’s 2025 Equity Incentive Plan?

Stockholders approved the 2025 Equity Incentive Plan with 1,091,153 votes for, 66,217 against, 2,826 abstentions, and 238,481 non-votes. This plan allows the company to grant equity-based awards to eligible participants, aligning compensation with shareholder interests through stock-based incentives going forward.

How did Sadot Group (SDOT) shareholders vote on increasing authorized common stock?

The amendment to increase authorized common stock was approved with 1,264,768 votes for, 130,776 against, 3,133 abstentions, and no non-votes. This change expands the number of common shares the company can issue, supporting future financings, equity plans, or strategic transactions as approved by the board.

What share issuances to Aggia and other parties did Sadot Group holders approve?

Stockholders approved issuing 793,000 shares of common stock to Aggia, plus separate issuances to Helena and to October and December 2024 purchasers. Each proposal passed with over 1,078,000 votes for, satisfying Nasdaq Listing Rules 5635 requirements tied to the underlying agreements and notes.

Were Sadot Group’s directors and auditors confirmed by stockholders?

Yes. All five director nominees were elected, each receiving over 1,066,000 votes for, with relatively low withheld votes. The appointment of the independent registered public accounting firm was also ratified with 1,312,478 votes for, 81,083 against, and 5,116 abstentions, with no non-votes recorded.

Filing Exhibits & Attachments

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