Sadot trims Series A preferred value and votes

Sadot Group Inc. amended its Series A Preferred Stock terms with Stanley Hills, LLC.

Rhea-AI Filing Summary

Sadot Group Inc. amended its Series A Preferred Stock terms with Stanley Hills, LLC. The company reduced the stated value of 10,000 preferred shares from $14.5244 to $5.1596 per share and cut voting rights from 14.5244 to 5.1596 votes per share.

This lowers aggregate voting power from 145,244 to 51,596 votes and is intended to reduce potential redemption and liquidation exposure and better align voting power with corporate governance and Nasdaq compliance objectives. The preferred stock remains non-convertible and ranks equally with common stock in liquidation.

Insights

Equity & Governance Analyst

Sadot softens Series A preferred rights to limit exposure and voting influence.

Sadot Group Inc. rebalanced its capital structure by amending the Series A Preferred Stock issued to Stanley Hills, LLC. The stated value per share dropped to $5.1596 and voting rights to 5.1596 votes per share, materially reducing aggregate preferred voting power.

This change aims to shrink potential redemption and liquidation obligations while aligning voting power with the company’s governance and Nasdaq compliance goals. Because the preferred remains non-convertible and pari passu with common stock in liquidation, the adjustment mainly affects control dynamics rather than conversion dilution.

Future disclosures may clarify how this revised voting block interacts with broader shareholder voting outcomes, especially where close decisions could highlight the reduced 51,596-vote preferred position relative to common shareholders.

8-K Event Classification

3 items: 1.01, 3.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change did Sadot Group (SDOT) make to its Series A Preferred Stock?

Sadot Group reduced the Series A Preferred Stock’s stated value to $5.1596 per share and cut voting rights to 5.1596 votes per share. This significantly lowers aggregate voting power while keeping other material terms of the preferred shares unchanged.

How many Series A Preferred shares are affected for Sadot Group (SDOT)?

The amendment covers 10,000 shares of Sadot Group’s Series A Preferred Stock previously sold to Stanley Hills, LLC for $145,244. All these shares now carry the reduced stated value and lower voting rights specified in the amended agreements and certificate of designation.

Why did Sadot Group (SDOT) reduce the Series A Preferred Stock’s value and votes?

Sadot Group states the amendment was made to reduce potential redemption and liquidation exposure and to align the preferred shares’ voting power with its current corporate governance and Nasdaq compliance objectives, changing economics and influence without altering other key terms.

Did Sadot Group (SDOT) change the liquidation priority of the Series A Preferred Stock?

No. The Series A Preferred Stock continues to rank pari passu with common stock for liquidation, dissolution, and winding up. The filing emphasizes that, despite reduced stated value and voting rights, the preferred shares’ relative liquidation priority and non-convertible status remain the same.

How were Sadot Group’s (SDOT) Series A Preferred changes formally implemented?

Sadot Group executed a First Amendment to the Stock Purchase Agreement with Stanley Hills, LLC on March 2, 2026, then filed a Certificate of Amendment to Designation with the Nevada Secretary of State on March 5, 2026 to embed the new terms.

Who is the counterparty to Sadot Group’s (SDOT) amended preferred stock deal?

The counterparty is Stanley Hills, LLC, identified as the purchaser of the 10,000 Series A Preferred shares. The amendment updates economic and voting terms between Sadot Group and this investor while leaving other material provisions of their original February 11, 2026 agreement intact.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/06/2026 - 05:00 PM EST Learn about SEC filing dates

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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): March 2, 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 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 1.01 Entry into a Material Definitive Agreement.

On March 2, 2026, Sadot Group Inc. (the “Company”) entered into a First Amendment to Stock Purchase Agreement (the “SPA Amendment”) with Stanley Hills, LLC (the “Purchaser”), amending the Securities Purchase Agreement dated February 11, 2026 (the “Original SPA”), pursuant to which the Company previously issued and sold 10,000 shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), to the Purchaser for an aggregate purchase price of $145,244.

The SPA Amendment amends the terms of the Series A Preferred Stock by reducing (i) the Stated Value from $14.5244 per share to $5.1596 per share and (ii) the voting rights from 14.5244 votes per share (aggregate 145,244 votes across 10,000 shares) to 5.1596 votes per share (aggregate 51,596 votes across 10,000 shares). All other material terms of the Original SPA and the Series A Preferred Stock remain unchanged. The SPA Amendment was entered into to reduce the Company’s potential redemption and liquidation exposure and to align the voting power with current corporate governance and Nasdaq compliance objectives.

The foregoing description of the SPA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

On March 5, 2026, the Company filed a Certificate of Amendment to Designation (After Issuance of Class or Series) with the Nevada Secretary of State amending the Certificate of Designation of Series A Preferred Stock originally filed on February 11, 2026 (the “COD Amendment”). The COD Amendment implements the changes described in Item 1.01 above, reducing the Stated Value of each share of Series A Preferred Stock to $5.1596 and the voting rights to 5.1596 votes per share (aggregate 51,596 votes). The Series A Preferred Stock continues to be treated pari passu with the Company’s common stock, $0.0001 par value per share, with respect to liquidation, dissolution, and winding up, and remains non-convertible.

The foregoing description of the COD Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the COD Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment to Designation of Series A Preferred Stock, filed with the Nevada Secretary of State on March 5, 2026.
10.1	First Amendment to Stock Purchase Agreement, dated March 2, 2026, by and between the Company and Stanley Hills, LLC
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: March 6, 2026

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 13.7 KB

Other Documents

• EX-3.1 EXHIBIT 3.1 3.3 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB