Material Event (Form 8-K)

Item 8.01 Other Events.

On March 31, 2026, Sadot Group Inc. (the "Company") filed a Notification of Late Filing on Form 12b-25 with the Securities and Exchange Commission (the "SEC") with respect to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "2025 10-K"). In that filing, the Company disclosed that it was unable to file the 2025 10-K within the prescribed time period due to the need for additional time to complete the compilation and review of certain disclosures, and that it expected to file the 2025 10-K on or before the fifteenth calendar day following the prescribed due date.

The Company has not filed the 2025 10-K by the original due date of April 15, 2026. The Company is working diligently with its independent registered public accounting firm and internal team to complete the audit and file the 2025 10-K in the near future.

As previously disclosed in the Form 12b-25, the Company's preliminary, unaudited estimates for the year ended December 31, 2025, indicate revenues of approximately $247 million (compared to $701 million for the year ended December 31, 2024) and an operating loss of approximately $82.0 million (compared to operating income of $6.2 million for the prior year). These declines were attributed primarily to insufficient working capital and delays in collecting significant receivables in the Company's LATAM division. The Company continues to pursue additional financing and is reviewing strategic alternatives to strengthen its balance sheet and operations. These preliminary figures remain subject to completion of the audit and may change materially.

The Company will continue to provide updates as appropriate regarding the status of the 2025 10-K filing. Investors are cautioned that the information contained in this Current Report on Form 8-K is qualified in its entirety by reference to the Company's prior SEC filings, including the Form 12b-25 filed on March 31, 2026.