Board change at Sadot Group (NASDAQ: SDOT) as Ray Shankar exits post

Rhea-AI Filing Summary

Sadot Group Inc. reported that director Ray Shankar resigned from its Board of Directors effective September 23, 2025. He also stepped down from the Board’s Nominating and Corporate Governance Committee and from his role as Chairman of the Compensation Committee. The company states that his decision was due to increasing demands of his full-time professional role and not because of any disagreement over operations, policies, or practices. Sadot Group plans to identify and appoint a new director to the affected committees to maintain compliance with Nasdaq requirements on committee composition and independence.

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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): September 23, 2025

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 209, Burleson, 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))

Securities registered pursuant to Section 12(b) of the Act:

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

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 23, 2025, Ray Shankar notified Sadot Group Inc. (the “Company”) of his resignation as a member of the Company’s Board of Directors (the “Board”), effective immediately. In connection with his resignation from the Board, Mr. Shankar also resigned from his positions as a member of the Board’s Nominating and Corporate Governance Committee and as Chairman of the Compensation Committee.

Mr. Shankar’s resignation was a result of Mr. Shankar’s increasing demands of his full time professional role and not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

The Company intends to identify and appoint a director to the Nominating and Governance Committee and the Compensation Committee, as appropriate, in order to maintain compliance with all applicable NASDAQ listing requirements, including those related to committee composition and independence.

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/ Paul Sansom
	Name:	Paul Sansom
	Title:	Chief Financial Officer
Date: September 29, 2025

FAQ

What did Sadot Group Inc. (SDOT) disclose in this 8-K filing?

Sadot Group Inc. disclosed that director Ray Shankar resigned from its Board of Directors, effective September 23, 2025, and also left all related board committee roles.

Why did Ray Shankar resign from the Sadot Group (SDOT) board?

The company states that Mr. Shankar’s resignation resulted from increasing demands of his full-time professional role and was not due to any disagreement with the company’s operations, policies, or practices.

Which board committees did Ray Shankar leave at Sadot Group (SDOT)?

In addition to leaving the Board, Ray Shankar resigned as a member of the Nominating and Corporate Governance Committee and as Chairman of the Compensation Committee.

How will Sadot Group (SDOT) address Nasdaq committee requirements after this resignation?

The company intends to identify and appoint a new director to the Nominating and Governance Committee and the Compensation Committee to maintain compliance with Nasdaq listing requirements on committee composition and independence.

When was Ray Shankar’s resignation from the Sadot Group (SDOT) board effective?

Mr. Shankar’s resignation from the Board and its committees was effective immediately on September 23, 2025.

Who signed the Sadot Group (SDOT) 8-K about the director resignation?

The 8-K was signed on behalf of Sadot Group Inc. by Paul Sansom, the company’s Chief Financial Officer.