STOCK TITAN

Splash Beverage (NYSE: SBEV) withdraws Series A preferred stock

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Splash Beverage Group, Inc. filed an 8-K describing a change to its capital structure. On April 17, 2026, the company filed a Certificate of Withdrawal with the Nevada Secretary of State, terminating the designation of its Series A Preferred Stock, par value $0.001 per share.

At the time of this filing, there were no Series A preferred shares issued or outstanding. The withdrawal became effective upon filing and removed from the Articles of Incorporation all provisions contained in the prior Certificate of Designation for the Series A series. The full text is included as Exhibit 3.1.

Positive

  • None.

Negative

  • None.
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, and exhibit attachments filed with this report.
Withdrawal date April 17, 2026 Date Certificate of Withdrawal was filed in Nevada
Series A par value $0.001 per share Par value of the Series A Preferred Stock designation terminated
Series A shares outstanding 0 shares No Series A Preferred shares issued or outstanding at time of withdrawal
Certificate of Withdrawal regulatory
"filed a Certificate of Withdrawal (the “Withdrawal of Designation”) with the Secretary of State"
Series A Preferred Stock financial
"terminated the designation of its Series A Preferred Stock, par value $0.001 per share"
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.
Articles of Incorporation regulatory
"eliminated from the Articles of Incorporation all matters as set forth in the Certificate of Designation"
A formal legal document filed with a government authority that creates a corporation and sets its basic rules — for example the company name, business purpose, how many ownership shares can exist, and who can receive legal notices. It matters to investors because it defines ownership structure, voting rights, and limits on liability, shaping who controls the company and how future shares or dividends can affect an investor’s stake; think of it as the company’s birth certificate and rulebook.
Certificate of Designation regulatory
"all matters as set forth in the Certificate of Designation of the Series A"
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
emerging growth company regulatory
"Emerging growth company Item 5.03 Amendments to Articles of Incorporation"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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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): April 17, 2026

 

SPLASH BEVERAGE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-40471   34-1720075

(State or other jurisdiction

of incorporation)

 

(Commission

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

 

Withdrawal of Designation of Series A Preferred Stock

 

On April 17, 2026, Splash Beverage Group, Inc. (the “Company”) filed a Certificate of Withdrawal (the “Withdrawal of Designation”) with the Secretary of State of the State of Nevada and terminated the designation of its Series A Preferred Stock, par value $0.001 per share (the “Series A”). At the time of filing the Withdrawal of Designation, there were no shares of Series A issued and outstanding. The Withdrawal of Designation became effective upon filing and eliminated from the Articles of Incorporation all matters as set forth in the Certificate of Designation of the Series A.

 

The foregoing description of the Withdrawal of Designation is qualified in its entirety by reference to the full text of the Withdrawal of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

3.1   Withdrawal of Designation of Series A Preferred Stock
     
104   Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)

      

 

       

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: April 21, 2026

 

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

 

 

FAQ

What did Splash Beverage Group (SBEV) disclose in this 8-K?

Splash Beverage Group disclosed that it filed a Certificate of Withdrawal in Nevada, terminating the designation of its Series A Preferred Stock. The change became effective upon filing and removes all Series A-related provisions from the company’s Articles of Incorporation, as detailed in Exhibit 3.1.

What happened to Splash Beverage Group’s Series A Preferred Stock?

Splash Beverage Group terminated the designation of its Series A Preferred Stock by filing a Certificate of Withdrawal with the Nevada Secretary of State. At the time of filing, there were no Series A shares issued or outstanding, and all Series A provisions were eliminated from the Articles of Incorporation.

When did Splash Beverage Group file the Certificate of Withdrawal for Series A?

Splash Beverage Group filed the Certificate of Withdrawal for its Series A Preferred Stock on April 17, 2026. That filing with the Nevada Secretary of State became effective immediately, removing the prior Series A Certificate of Designation from the company’s Articles of Incorporation, as referenced in Exhibit 3.1.

Were any Series A Preferred shares outstanding for Splash Beverage Group?

No Series A Preferred shares were outstanding for Splash Beverage Group at the time it filed the Certificate of Withdrawal. The company stated that there were no Series A shares issued and outstanding when it terminated the designation and eliminated the related provisions from its Articles of Incorporation.

Where can investors find the full text of Splash Beverage’s Series A Withdrawal?

The full text of the Series A Preferred Stock Withdrawal is attached as Exhibit 3.1 to the report. The company stated that its brief description is qualified in its entirety by reference to that exhibit, which contains the complete Certificate of Withdrawal language filed in Nevada.

Filing Exhibits & Attachments

4 documents