Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Transition of Chagay Ravid.

Effective September 15, 2026, Chagay Ravid ceased serving as Chief Executive Officer and as Interim Chief Financial Officer of Sadot Group Inc. (the "Company"), and his designations as the Company's principal executive officer, principal financial officer and principal accounting officer terminated. Mr. Ravid also resigned, effective the same date, from each other office he held with the Company and from each office and directorship he held with the Company's subsidiaries.

Mr. Ravid's transition was by mutual agreement with the Company and did not result from any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Mr. Ravid continues to serve as a member of the Company's Board of Directors (the "Board") and, effective September 15, 2026, was appointed Executive Director of the Company, an executive officer position reporting to the Chief Executive Officer. Mr. Ravid, age 65, has served as a director of the Company and served as Chief Executive Officer from May 28, 2025 and as Interim Chief Financial Officer from August 21, 2026, in each case until September 15, 2026. Information concerning Mr. Ravid's compensatory arrangements is set forth under Item 5.02(e) below.

Appointment of Michael D. Murray as Chief Executive Officer and Chief Financial Officer.

On September 15, 2026, the Board appointed Michael D. Murray as Chief Executive Officer and Chief Financial Officer of the Company, effective September 15, 2026, and designated Mr. Murray as the Company's principal executive officer, principal financial officer and principal accounting officer. Mr. Murray was not appointed to the Board.

Mr. Murray, age 57, has served as Chief Executive Officer of GBT Tokenize Corp. since June 2022. From November 2024 to February 2026, Mr. Murray served as Chief Executive Officer and principal financial officer of GBT Technologies Inc. From April 2015 to June 2022, Mr. Murray served in various executive and board positions with GBT Technologies Inc. and its predecessor, including as Chairman, Chief Executive Officer, President and a director. Mr. Murray has more than 25 years of professional experience in finance, mortgage banking, real estate brokerage, sales and development. He previously served as Chief Executive Officer of Home Plus Financial, Inc. and as President of Home Plus Construction, Inc., and has served as a consultant and managing broker since 2013. Mr. Murray holds a Master of Arts in Public Relations and a Bachelor of Arts in Political Science from California Baptist University, as well as associate degrees in Real Estate, Business, Social Science, and Arts and Humanities from Palomar College.

There is no family relationship between Mr. Murray and any director or executive officer of the Company. There is no arrangement or understanding between Mr. Murray and any other person pursuant to which he was appointed as an officer of the Company. There are no transactions involving Mr. Murray that would require disclosure under Item 404(a) of Regulation S-K.

In connection with his appointment, the Company and Mr. Murray entered into an Employment Agreement (the "Murray Agreement"). The Murray Agreement provides for an annual base salary of $200,000; eligibility for an annual performance bonus based on objectives to be mutually agreed between Mr. Murray and the Board; and an award of restricted shares of the Company's common stock having an aggregate grant date fair value of $100,000, to be granted under the Company's 2026 Stock Incentive Plan in a number equal to $100,000 divided by the closing price of the Company's common stock on Mr. Murray's start date, vesting in four equal quarterly installments commencing October 1, 2026, subject to his continued employment through each vesting date. Mr. Murray is also entitled to participate in the Company's employee benefit plans and to reimbursement of business expenses.

Either party may terminate the Murray Agreement upon thirty days' prior written notice, and the Company may terminate Mr. Murray's employment for Cause (as defined in the Murray Agreement) effective immediately. If the Company terminates Mr. Murray's employment without Cause, or if Mr. Murray resigns for Good Reason (as defined in the Murray Agreement), and subject to his execution of a general release and continued compliance with the Murray Agreement, he is entitled to severance equal to twelve months of base salary, payable in installments over twelve months. Unvested restricted shares are forfeited upon termination of employment. The Murray Agreement also contains confidentiality, non-solicitation, non-competition and intellectual property assignment covenants, and provides that all compensation payable thereunder is subject to the Company's compensation recovery policy adopted pursuant to Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Nasdaq Listing Rule 5608.

The foregoing description of the Murray Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Murray Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.