SDOT delays Q3 10-Q, flags major revenue drop and loss

Rhea-AI Filing Summary

Sadot Group Inc. is delaying its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 because it needs more time to compile and review information for adequate disclosure. The company plans to file the report within five calendar days of the original due date.

Based on preliminary unaudited figures, Sadot expects revenues of about $0.3 million for the quarter, compared with $200.9 million in the same period in 2024, mainly due to insufficient working capital. It now projects an operating loss of roughly $14.3 million, versus operating income of $2.5 million a year earlier, after delays in collecting significant receivables in its LATAM division led to a negative working capital position. Management is seeking additional financing and, together with the board, is reviewing strategic alternatives, while reminding readers that these results are preliminary and may change when the Form 10-Q is filed.

Positive

• None.

Negative

• Severe revenue decline: Preliminary quarterly revenue estimated at about $0.3 million vs. $200.9 million a year earlier, primarily due to insufficient working capital.
• Shift to substantial operating loss: Company expects an operating loss of roughly $14.3 million for the quarter, compared with operating income of $2.5 million in the prior-year period.
• Liquidity and credit pressure: Delays in collecting significant LATAM receivables led to a negative working capital position, and management is seeking additional financing and reviewing strategic alternatives.
• Late filing: The Form 10-Q for the quarter ended September 30, 2025 will not be filed on time, requiring a formal late-filing notification.

Insights

Equity & credit risk analyst

Sadot reports a major revenue collapse, operating loss, and liquidity strain.

Sadot Group Inc. has postponed its Form 10-Q but provided preliminary numbers that indicate a sharp deterioration in operations. For the quarter ended September 30, 2025, it estimates revenue of about $0.3 million versus $200.9 million a year earlier, with the decline tied to insufficient working capital that constrained activity.

The company now expects an operating loss of approximately $14.3 million, compared with operating income of $2.5 million in the prior-year quarter. Management cites delayed collection of significant receivables in its LATAM division, which contributed to a negative working capital position, signaling tighter liquidity and higher financial risk.

Management is pursuing additional financing and, together with the board, is reviewing strategic alternatives, indicating an active response to the stress. All figures are preliminary and unaudited, and the final impact will be clearer when the Form 10-Q for the quarter ended September 30, 2025 is filed.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 FORM 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: September 30, 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 209

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, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on
			(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 Quarterly Report on Form 10-Q for the quarterly period ended September 30, 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-Q. The Company’s Quarterly Report on Form 10-Q will be filed on or before the 5th 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

Paul Sansom (CFO)

(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 unaudited revenues for the three months ended September 30, 2025, of approximately $0.3 million, compared to $200.9 million in the three months ended September 30, 2024, as previously reported. The decrease is primarily attributable to insufficient working capital.

The Company estimates operating losses of approximately $14.3 million in the three months ended September 30, 2025, compared to operating income of $2.5 million in the three months ended September 30, 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-Q 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 athorized.

Date: November 17, 2025						By: /s/ Paul Sansom
						Paul Sansom
						Chief Financial Officer

FAQ

Why is Sadot Group Inc. (SDOT) filing a Form 12b-25 late notice for its Q3 2025 10-Q?

Sadot Group Inc. filed a Form 12b-25 because its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 cannot be completed on time. The company says it needs additional time for compilation and review to ensure adequate disclosure of information required in the report.

What preliminary Q3 2025 revenue does Sadot Group Inc. (SDOT) estimate?

For the three months ended September 30, 2025, Sadot Group Inc. estimates preliminary unaudited revenue of approximately $0.3 million, compared with $200.9 million in the same quarter of 2024, with the decrease primarily attributed to insufficient working capital.

How have Sadot Group Inc. (SDOT) operating results changed year over year in Q3 2025?

Sadot Group Inc. currently estimates an operating loss of about $14.3 million for the quarter ended September 30, 2025, versus operating income of $2.5 million for the quarter ended September 30, 2024, indicating a significant deterioration in operating performance.

What liquidity or working capital issues does Sadot Group Inc. (SDOT) report?

The company reports delays in collecting significant receivables in its LATAM division, which contributed to a negative working capital position. This shortfall in working capital is cited as a primary driver of the sharp revenue decline.

What steps is Sadot Group Inc. (SDOT) taking in response to its financial challenges?

Management is pursuing additional financing and, together with the board of directors, is reviewing strategic alternatives. The company also emphasizes that the disclosed financial figures are preliminary, unaudited estimates and may change when the Form 10-Q is finalized.

Are Sadot Group Inc. (SDOT) Q3 2025 figures in the Form 12b-25 final?

No. Sadot states that all financial results provided are preliminary, unaudited estimates based on information currently available and remain subject to completion of its financial close and review process, so final reported results may differ materially.