Sadot Group delays 2025 10-K; prelim revenue $247M

Sadot Group Inc. notified the SEC it cannot file its Annual Report on Form 10-K for the year ended December 31, 2025 within the prescribed time and expects to file on or before the fifteenth calendar day following the prescribed due date.

Rhea-AI Filing Summary

Sadot Group Inc. notified the SEC it cannot file its Annual Report on Form 10-K for the year ended December 31, 2025 within the prescribed time and expects to file on or before the fifteenth calendar day following the prescribed due date. The company provided preliminary, unaudited estimates showing revenues of $247 million for 2025 versus $701 million in 2024 and an operating loss of approximately $14.0 million for 2025 versus operating income of $6.2 million in 2024. Management attributes the decline primarily to insufficient working capital and delays collecting significant receivables in its LATAM division, says it is pursuing additional financing and reviewing strategic alternatives. The company cautions these figures are preliminary and subject to change.

Insights

Financial Reporting Analyst

Preliminary results show a material revenue decline and operating loss; disclosure delay seeks time to complete review.

The company filed a Form 12b-25 stating it will file its Form 10-K within the 15-day relief window, citing the need for additional time to compile and review disclosures. The filing supplies preliminary, unaudited estimates: $247 million revenue for 2025 and an operating loss of $14.0 million, versus $701 million revenue and $6.2 million operating income in 2024.

These preliminary figures indicate material deterioration in operating performance tied to working capital shortfalls and delayed LATAM receivable collections. Outcomes depend on the success of management's financing efforts and receivable collections; timing and amounts remain uncertain. Subsequent filings will be needed for audited confirmation and detailed disclosures.

Key Figures

Preliminary 2025 Revenue: $247 million Reported 2024 Revenue: $701 million Preliminary 2025 Operating Loss: $14.0 million +2 more

5 metrics

Preliminary 2025 Revenue $247 million year ended December 31, 2025 (preliminary, unaudited)

Reported 2024 Revenue $701 million year ended December 31, 2024 (as previously reported)

Preliminary 2025 Operating Loss $14.0 million year ended December 31, 2025 (preliminary, unaudited)

Reported 2024 Operating Income $6.2 million year ended December 31, 2024 (as previously reported)

Form 12b-25 filing date March 31, 2026 Date signature provided by CEO

Key Terms

Form 12b-25, working capital, preliminary, unaudited estimates, forward-looking statements

4 terms

Form 12b-25 regulatory

"The Company’s Annual Report on Form 10-K for the year ended December 31, 2025 cannot be filed"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

working capital financial

"negative working capital position"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

preliminary, unaudited estimates financial

"All financial results included above are preliminary, unaudited estimates"

forward-looking statements regulatory

"Statements in this Form 12b-25 regarding anticipated financing"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

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

Why did Sadot Group (SDOT) request extra time to file its 2025 Form 10-K?

Direct answer: The company needs additional time to compile and review disclosures to ensure adequate reporting. Context: Sadot cites preparation and review effort and will use the 15-day relief period to complete the Form 10-K.

What preliminary 2025 revenue did Sadot Group report in the Form 12b-25?

Direct answer: Preliminary unaudited revenue for 2025 is approximately $247 million. Context: This compares with $701 million reported for 2024 and is described as based on current management information.

What operating result did Sadot Group estimate for 2025?

Direct answer: The company estimates an operating loss of approximately $14.0 million for 2025. Context: This contrasts with operating income of $6.2 million in 2024 and is labeled preliminary and unaudited.

What reasons did Sadot Group give for the decline in results?

Direct answer: Management cites insufficient working capital and delays collecting significant receivables in its LATAM division. Context: These factors are said to have contributed to negative working capital and weaker operations in 2025.

Will Sadot Group file the Form 10-K soon and what is the timing?

Direct answer: Sadot states it will file the Form 10-K on or before the fifteenth calendar day following the prescribed due date. Context: The Form 12b-25 invocation uses Rule 12b-25 relief for an expected short delay.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 03/31/2026 - 05:01 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):	☒ Form 10-K	☐ Form 20-F	☐ Form 11-K
	☐ Form 10-Q	☐ Form 10-D	☐ Form N-CEN	☐ Form N-CSR
	For Period Ended: December 31, 2025

☐Transition Report on Form 10-K

☐Transition Report on Form 20-F

☐Transition Report on Form 11-K

☐Transition Report on Form 10-Q

For the Transition Period Ended:____

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Sadot Group Inc.

Full Name of Registrant

Former Name if Applicable

295 E. Renfro Street, Suite 300

Address of Principal Executive Office (Street and Number)

Burleson, TX 76028

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a) The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;
☒	(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Company’s Annual Report on Form 10-K for the year ended December 31, 2025 cannot be filed within the prescribed time period because the Company requires additional time for compilation and review to insure adequate disclosure of certain information required to be included in the Form 10-K. The Company’s Annual Report on Form 10-K will be filed on or before the 15th calendar day following the prescribed due date.

PART IV — OTHER INFORMATION

(1)Name and telephone number of person to contact in regard to this notification

Chagay Ravid (CEO)		(832)		604-9568
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☒ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company estimates preliminary audited revenues for the year ended December 31, 2025, of approximately $247 million, compared to $701 million in the year ended December 31, 2024, as previously reported. The decrease is primarily attributable to insufficient working capital.

The Company estimates operating losses of approximately $14.0 million in the year ended December 31, 2025, compared to operating income of $6.2 million in the year months ended December 31, 2024, as previously reported.

The Company experienced delays in collecting significant receivables in its LATAM division, which contributed to a negative working capital position. Management is pursuing additional financing. Management and the Board are reviewing strategic alternatives.

All financial results included above are preliminary, unaudited estimates based on information currently available to management and remain subject to the completion of the Company’s financial close and review process. There can be no assurance that final reported results will not differ materially from these estimates. Investors should not place undue reliance on these preliminary estimates and are urged to review the Company’s forthcoming Form 10-K when filed for complete financial information and related disclosures.

Statements in this Form 12b-25 regarding anticipated financing, receivable collections, strategic review outcomes, and final financial results constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the Company’s ability to secure additional financing on acceptable terms or at all, the timing and amount of receivable collections, and other risks described in the Company’s most recent Form 10-K and subsequent filings with the Securities and Exchange Commission. In particular, the Company may be unable to secure financing or collect receivables on the anticipated timeline or at all. The Company undertakes no obligation to update these forward-looking statements except as required by law.

Sadot Group Inc
(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2026	By: /s/ Chagay Ravid
	Chagay Ravid
	Chief Executive Officer