Splash Beverage restructures options, creates new Series D preferred

Splash Beverage Group, Inc. entered into agreements on December 5, 2025 with certain option holders to terminate options covering $600,000 worth of common stock.

Rhea-AI Filing Summary

Splash Beverage Group, Inc. entered into agreements on December 5, 2025 with certain option holders to terminate options covering $600,000 worth of common stock. In exchange, the company agreed to issue 113,636 shares of common stock and 1,136 shares of a newly created Series D Convertible Preferred Stock.

On December 9, 2025, the company filed a Certificate of Designations in Nevada authorizing 50,000 shares of Series D. Each Series D share is convertible into 100 shares of common stock, subject to NYSE American rules, including any shareholder approval requirements, and specified beneficial ownership limits. Series D holders vote together with common stockholders on an as-converted basis, giving them equity-like voting power tied to their potential common share equivalents.

Insights

Capital structure and securities analyst

Splash restructures options into common and new Series D preferred, adding a new convertible class.

The company has terminated options tied to $600,000 of common stock and instead issued 113,636 common shares and 1,136 Series D preferred shares. This shifts potential dilution from options into a mix of immediate equity and a new convertible preferred instrument, while removing the prior option overhang.

The new Series D class allows conversion at 100 common shares per preferred share, with up to 50,000 Series D shares authorized. Conversion is constrained by NYSE American rules, including shareholder approval requirements, and by beneficial ownership limits described in the Certificate of Designations. These conditions mean actual conversion timing and scale will depend on regulatory compliance and holder decisions.

Series D holders vote with common shareholders on an as-converted basis, which can influence voting power as more preferred shares are issued or converted. Future company disclosures describing any additional Series D issuances or conversions will clarify how this class affects ownership and governance balance.

8-K Event Classification

5 items: 1.01, 1.02, 3.02, 5.03, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreement did Splash Beverage Group, Inc. (SBEV) enter into on December 5, 2025?

On December 5, 2025, Splash Beverage Group, Inc. entered into agreements with holders of certain options to terminate options to purchase a total of $600,000 of common stock. In exchange, the company agreed to issue 113,636 common shares and 1,136 shares of Series D Convertible Preferred Stock.

What are the key terms of Splash Beverage Group (SBEV) Series D Convertible Preferred Stock?

Series D Convertible Preferred Stock is convertible into common stock at a rate of 100 common shares for each Series D share. Conversion is subject to the rules of the NYSE American, including any shareholder approval requirements, and to beneficial ownership limitations set out in the Certificate of Designations.

How many Series D preferred shares did Splash Beverage Group (SBEV) authorize?

On December 9, 2025, Splash Beverage Group filed a Certificate of Designations in Nevada authorizing 50,000 shares of Series D Convertible Preferred Stock.

Do Series D preferred holders have voting rights at Splash Beverage Group (SBEV)?

Yes. Holders of Series D Convertible Preferred Stock are entitled to vote together with the common stock on an as-converted basis, meaning their voting power corresponds to the number of common shares into which their preferred shares are convertible.

Were the new Splash Beverage Group (SBEV) securities registered under the Securities Act?

The company states that to the extent the transactions were unregistered, they were conducted under exemptions provided by Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) thereunder.

Where can investors find the full terms of SBEV’s Series D preferred stock?

The full terms are set out in the Certificate of Designations of Series D Convertible Preferred Stock, filed as Exhibit 3.1, which the company references as the complete description of the Series D rights and limitations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 12/10/2025 - 04:05 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 5, 2025

SPLASH BEVERAGE GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-40471		34-1720075
(State or other jurisdiction of incorporation)		(Commissio n File Number)		(IRS Employer Identification No.)

1314 East Las Olas Blvd, Suite 221

Fort Lauderdale, Florida 33301

(Address of principal executive offices)

Registrant’s telephone number, including area code: (954) 745-5815

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.001 par value		SBEV		NYSE American LLC
(Title of Each Class)		(Trading Symbol)		(Name of Each Exchange on Which Registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On December 5, 2025, Splash Beverage Group, Inc. (the “Company”) entered into agreements with holders of certain options to purchase a total of $600,000 of shares of the Company’s common stock, pursuant to which the parties agreed to terminate such options and in exchange the Company agreed to issue to the holders thereof a total of 113,636 shares of common stock and 1,136 shares of a newly designated Series D Convertible Preferred Stock (the “Series D”). The material terms of the Series D are summarized under Item 5.03 of this Current Report on Form 8-K.

Item 1.02 Termination of Material Definitive Agreement.

To the extent required by Item 1.02 of Form 8-K, the information set forth in Item 1.01 is incorporated by reference into this Item 1.02.

Item 3.02 Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 is incorporated by reference into this Item 3.02. To the extent that such transactions were deemed to be unregistered, they were exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 9, 2025, the Company filed with the Nevada Secretary of State a Certificate of Designations of 50,000 shares of Series D. Holders of Series D have the right to convert shares of Series D into shares of common stock in an amount equal to 100 shares of common stock for each share of Series D, subject to the rules of the NYSE American, LLC (including the shareholder approval requirements thereof) and beneficial ownership limitations as more particularly set forth therein. Holders of Series D are entitled to vote with the Company’s common stock on an as-converted basis.

The foregoing description of the Series D does not purport to be complete and is qualified in its entirety by the full text of the Series D Certificate of Designations, a copy of which is filed as Exhibit 3.1 of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit #		Exhibit Description
3.1		Certificate of Designations of Series D Convertible Preferred Stock

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 10, 2025

	SPLASH BEVERAGE GROUP, INC.
	By:	/s/ William Meissner
		William Meissner, President