Sadot Group (SDOT) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 13, 2026, to be held virtually, with proxy materials distributed to shareholders of record as of February 17, 2026.

• Key proposals include director elections, auditor ratification, amendments to increase authorized shares, equity incentive plan approval, and several share issuances related to financing and settlements.

• A reverse stock split at a 1-for-10 ratio was effected in September 2025, impacting all share and option figures.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, ratifying Kreit & Chiu CPA LLP as auditor for 2025, amending articles to increase authorized common shares from 2,000,000 to 250,000,000, and approving the 2025 Equity Incentive Plan.

• Additional proposals include issuing shares to Helena Global Investment Opportunities I Ltd., Target Capital 12, LLC, Secure Net Capital, Target Capital 1, LLC, and Aggia LLC FZ, all subject to Nasdaq Listing Rule 5635 requirements.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of five members, with four deemed independent under Nasdaq rules.

• Committees include Audit (three members), Compensation (two members), and Nominating and Corporate Governance (two members).

• The Chairperson is Liat Franco, and the board separates the roles of Chairperson and CEO.

• The board met five times in 2024, with all directors attending at least 80% of meetings, except two who resigned.