Sadot Group Inc

The proposal asks shareholders to approve the 2026 Stock Incentive Plan, which reserves 3,000,000 shares for issuance to directors, officers, employees, consultants and advisors as options, restricted stock, RSUs and other equity awards. Management seeks approval to enable competitive compensation, retention and alignment of interests, and because the Board approved the plan on July 28, 2026 subject to stockholder approval. The plan centralizes grant administration under a committee with authority to set terms, adjust for corporate events, and permits acceleration, repricing only with shareholder approval, and limits on transferability. Approval is required for effectiveness and for awards to be granted; without approval the company expects difficulty attracting and retaining key personnel and will not grant awards under the new plan. The Board recommends a vote FOR based on the belief equity awards align interests, conserve cash, and support recruitment and retention; the plan also includes standard tax and administrative provisions and anti-dilution adjustments and contains customary limits and governance controls. If approved, awards will supplement existing plans; if not approved, the Company will continue to face limitations in incentive grant capacity and potential retention/recruitment challenges.

This management proposal requests shareholder approval under Nasdaq rules to allow conversion and issuance of potentially more than 19.99% of outstanding common stock pursuant to the senior secured convertible notes issued under a July 16, 2026 Securities Purchase Agreement. The Notes provide up to $100 million in potential principal across multiple closings, with an initial closing of up to $4 million already completed; conversion mechanics include a conversion price tied to 125% of the Nasdaq official close prior to issuance, alternate conversion pricing mechanisms subject to a floor price, interest payable in stock or cash, and collateral and subsidiary guarantees. The company needs shareholder approval to comply with Nasdaq Listing Rule 5635(d) because conversions could exceed 20% of the company’s common stock and could be at prices below the Nasdaq Minimum Price. Approval permits the company to proceed with further closings, access additional capital, and satisfy reservation obligations under the agreement; without approval, additional closings are blocked, the company must repeatedly adjourn meetings to seek approval, and it risks potential defaults or being unable to meet covenants, which could materially harm liquidity. The proposal would cause substantial dilution and potential downward pressure on share price due to large potential issuances and interest paid in shares; conversion terms and alternate conversion formulas create variability in dilution and timing. The Board recommends FOR to preserve financing flexibility and avoid default/adjournment obligations, but shareholders should weigh dilution, alignment with creditors, governance implications of security interests and guarantees, and potential impacts on Nasdaq listing compliance.

Management seeks authorization to give the Board discretionary authority to implement one or more reverse stock splits within a broad range (5:1 to 250:1) over the next year. The stated purpose is to provide flexibility to meet Nasdaq listing price requirements and support the financing arrangements entered into on July 16, 2026. The Board retains discretion not to implement any split even if approved; if executed, the reverse split would consolidate shares, likely increase per-share price but may not proportionally restore market capitalization, and would increase the number of authorized but unissued shares (since authorized shares are not being reduced) potentially facilitating future dilution without further shareholder approval. The reverse split could have negative effects including odd-lot holdings, possible market perception of distress, and no guarantee of long-term compliance with listing standards. The Board recommends FOR to preserve strategic flexibility tied to financings and listing obligations.

The Company proposes a very large increase in authorized shares—from 12.5 million to 1 billion—to satisfy explicit reservation obligations in the Securities Purchase Agreement and EPFA, to enable potential issuances under those facilities and to give the Board flexibility for future financings, acquisitions, and employee compensation plans. Management argues the current authorization is insufficient to meet obligations tied to the Notes and EPFA; without approval, the company could be unable to consummate financings, meet covenants, or satisfy reservation requirements, potentially triggering defaults or limiting access to capital. The increase will materially expand the pool of shares available for issuance and could enable substantial dilution to existing shareholders; it may also have anti-takeover implications since authorized but unissued shares could be used to frustrate acquisitions. The Board recommends FOR because the change is necessary to implement the company's financing strategy and comply with contractual obligations, but shareholders should weigh risks of dilution and governance impact.

This management proposal seeks shareholder approval under Nasdaq Listing Rule 5635 to allow the company to issue more than 19.99% of outstanding shares under its $100 million Equity Purchase Facility Agreement. The EPFA would allow the company to draw advances of newly issued shares priced at a market-based discount, potentially resulting in issuance at prices below Nasdaq's Minimum Price; approval would permit the company to access the full commitment without being constrained by the 19.99% Exchange Cap. Approval would enable substantial dilution depending on market price at issuance and could depress share price if large volumes are sold; it mitigates the need for repeated adjournments and unlocks capital expected to support operations and strategic plans. The Board recommends FOR to preserve financing flexibility and comply with Nasdaq, but shareholders should scrutinize dilution magnitude, timing, potential market impact, and interaction with existing convertible notes and outstanding commitments.

The Company seeks advance shareholder approval to permit conversion of up to $5 million of the promissory Anira Note (issued as part of the Anira Consulting acquisition) into common stock, subject to a Definitive Conversion Agreement providing for a conversion price at least 75% of prevailing market price and with ownership caps (4.99% and 19.99% limits). The mechanics preserve flexibility to conserve cash and reduce debt if conversion is negotiated, but require Nasdaq approval because the issuance may be related to the acquisition consideration and would be dilutive, possibly at a discount to market. Approval would avoid the need for a subsequent shareholder meeting and enable faster deleveraging; without approval, conversion at a discount would require a separate shareholder vote and the note would remain non-convertible and payable in cash. The Board recommends FOR, emphasizing flexibility and cash preservation, while shareholders should consider dilution, the valuation discount permitted, and interaction with other financings.

This management proposal asks shareholders to permit the meeting to be adjourned to solicit further votes if necessary to obtain approval of certain financing-related proposals (Nos. 4, 5, 6, 7, 8). The request is procedural and intended to enable the Company to meet contractual timing obligations under the Securities Purchase Agreement and EPFA that require stockholder approval within specified deadlines; without the ability to adjourn, the Company may be unable to secure the necessary approvals in time and might face contractual consequences. The Board recommends FOR. The impact on shareholders is limited to procedural flexibility; however, adjournments could be used to continue solicitation efforts, including targeted outreach to persuadable shareholders.