Sadot Group (NASDAQ: SDOT) discloses Zambian court judgment impacting 5,000-acre farm

Rhea-AI Filing Summary

Sadot Group Inc. reports an adverse court judgment in Zambia affecting its agri-commodities operations. On December 11, 2025, the High Court for Zambia (Commercial Division) declared several agreements between Cropit Farming Limited and Sadot LLC invalid, non-binding, and unenforceable. Because of this ruling, the company, through its 70%-owned subsidiary Sadot Enterprises Limited, will lose possession, control, and ownership of approximately 5,000 acres of farmland in Mkushi, Zambia that had been held in escrow under those agreements.

The Court dismissed Cropit Farming Limited’s monetary damage claims but ordered Sadot LLC, a wholly owned subsidiary of Sadot Group, to pay Cropit Farming Limited’s litigation costs, and the company’s counterclaims were dismissed. The farmland, acquired in August 2023, had been part of Sadot’s agri-commodities strategy, and the company is now evaluating the financial and operational impact of the judgment, including potential asset impairments, and expects to provide further updates as needed.

Positive

• None.

Negative

• Loss of Zambian farmland asset: The High Court for Zambia ruling causes Sadot Group, through its 70%-owned subsidiary, to lose possession, control, and ownership of approximately 5,000 acres of farmland in Mkushi, Zambia that had been part of its agri-commodities operations.
• Potential asset impairments: The company is evaluating the financial impact of the judgment, including potential asset impairments related to the invalidated agreements and lost farmland.
• Litigation cost obligation: The court ordered Sadot LLC, a wholly owned subsidiary, to pay Cropit Farming Limited's litigation costs while dismissing the company’s counterclaims.

Insights

Litigation and risk analyst

Court ruling strips Sadot of key Zambian farmland and may trigger impairments.

The High Court for Zambia invalidated multiple agreements between Cropit Farming Limited and Sadot LLC, leading to the loss of approximately 5,000 acres of farmland in Mkushi, Zambia. This land was acquired in August 2023 as part of Sadot Group Inc.’s agri-commodities operations, so the ruling directly affects an operating asset rather than a purely financial investment.

The judgment also dismisses Cropit’s monetary claims but requires Sadot LLC, a wholly owned subsidiary, to pay Cropit’s litigation costs, while Sadot’s counterclaims were dismissed. Sadot Group states it is assessing the financial and operational impact, including potential asset impairments, which suggests the Zambian farmland may no longer be carried on the balance sheet in the same way.

The materiality of this event will depend on how significant the Mkushi farmland is within the overall agri-commodities portfolio and on the impairment charges, if any, reflected in future reports. Subsequent disclosures from the company about impairments and business adjustments related to this judgment will clarify the longer-term impact on its strategy in Zambia.

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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): December 17, 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 8.01 Other Events.

On December 11, 2025, the High Court for Zambia (Commercial Division) delivered a judgment in the case of Cropit Farming Limited v. Sadot LLC (2025/HPC/0184). The Court declared the Pre-Conditional Offer Agreement, the Purchase of Receivables and Validation Agreement, and the Joint Venture Agreement between the parties to be invalid, non-binding, and unenforceable. As a result, Sadot Group Inc. (the “Company”), through its 70%-owned subsidiary Sadot Enterprises Limited, will lose possession, control, and ownership of approximately 5,000 acres of farmland in Mkushi, Zambia, which had been placed in escrow pursuant to the invalidated agreements. The Court dismissed Cropit Farming Limited's claims for monetary damages but ordered Sadot LLC, a wholly owned subsidiary of the Company, to pay Cropit Farming Limited's litigation costs. The Company's counterclaims were also dismissed.

The farmland was acquired in August 2023 as part of the Company's agri-commodities operations. The Company is currently evaluating the financial and operational impact of this judgment, including potential asset impairments, and will provide further updates as necessary.

Item 9.01 Financial Statements and Exhibits

(d)Index of Exhibits

Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 17, 2025

FAQ

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

Sadot Group Inc. disclosed that on December 11, 2025, the High Court for Zambia (Commercial Division) delivered a judgment in the case of Cropit Farming Limited v. Sadot LLC that invalidated several agreements and affected the company’s rights to farmland in Mkushi, Zambia.

How does the Zambian court judgment affect Sadot Group Inc.’s farmland assets?

Due to the judgment, Sadot Group Inc., through its 70%-owned subsidiary Sadot Enterprises Limited, will lose possession, control, and ownership of approximately 5,000 acres of farmland in Mkushi, Zambia that had been placed in escrow under the invalidated agreements.

Did Sadot Group Inc. (SDOT) face damages in the Cropit Farming Limited case?

The Court dismissed Cropit Farming Limited’s claims for monetary damages but ordered Sadot LLC, a wholly owned subsidiary of Sadot Group Inc., to pay Cropit Farming Limited’s litigation costs, and also dismissed the company’s counterclaims.

When did Sadot Group Inc. acquire the Mkushi, Zambia farmland mentioned in the filing?

The filing states that the farmland in Mkushi, Zambia was acquired in August 2023 as part of Sadot Group Inc.’s agri-commodities operations.

What financial impact could the Zambian court judgment have on Sadot Group Inc. (SDOT)?

Sadot Group Inc. is evaluating the financial and operational impact of the judgment, including potential asset impairments related to the lost farmland, and indicates that it will provide further updates as necessary.

Which Sadot Group entities were involved in the dispute with Cropit Farming Limited?

The dispute involved Sadot LLC, a wholly owned subsidiary of Sadot Group Inc., and affected Sadot Enterprises Limited, a 70%-owned subsidiary that held possession, control, and ownership of the Mkushi farmland under the now-invalidated agreements.