Splash Beverage Group (NASDAQ: SBEV) delays 10-Q, cites preliminary $2.14M loss

Rhea-AI Filing Summary

Splash Beverage Group, Inc. notified the SEC that it cannot timely file its Form 10-Q for the quarter ended March 31, 2026 due to limited personnel and delays in preparing and reviewing the quarter-end financial statements. The company expects to file the Form 10-Q on or prior to the fifth calendar day following the prescribed due date under Rule 12b-25.

The company provided preliminary results: revenues $4,224 for the three months ended March 31, 2026 (versus $68,606 for the prior-year period) and an expected loss from continuing operations of approximately $2,136,000 for the quarter (versus approximately $3,276 for the prior-year quarter). These amounts are subject to revision based on auditor review.

Key Figures

Revenues (Q1): $4,224 Revenues (prior-year Q1): $68,606 Loss from continuing operations: $2,136,000 +2 more

5 metrics

Revenues (Q1) $4,224 Three months ended March 31, 2026

Revenues (prior-year Q1) $68,606 Three months ended March 31, 2025

Loss from continuing operations $2,136,000 Three months ended March 31, 2026 (expected, preliminary)

Loss from continuing operations (prior-year) $3,276 Three months ended March 31, 2025 (approximate)

Extension timing fifth calendar day Following the prescribed due date under Rule 12b-25 for quarterly reports

Key Terms

Rule 12b-25, Form 10-Q, loss from continuing operations

3 terms

Rule 12b-25 regulatory

"unable to file the 10-Q in a timely manner... seeks relief pursuant to Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-Q regulatory

"unable to file the 10-Q Quarterly Report for the quarterly period ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

loss from continuing operations financial

"expects to report a loss from continuing operations of approximately $2,136,000"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER 001-40471

CUSIP NUMBER 84862C302

		☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q
(Check one):		☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
		For Period Ended: March 31, 2026
		☐Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		☐ Transition Report on Form N-SAR
		For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Splash Beverage Group, Inc. 

Full Name of Registrant

1314 East Las Olas Blvd, Suite

221 

Address of Principal Executive Office (Street and Number)

  Fort Lauderdale, Florida

33301  

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)		The subject annual report, semi-annual report, transition report on semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-CEN, N-CSR, or the transition report portion thereof could not be filed within the prescribed time period.

Splash Beverage Group, Inc. (the “Company”) is unable to file the 10-Q Quarterly Report for the quarterly period ended March 31, 2026 (the “Form 10-Q”) in a timely manner without unreasonable effort or expense due to the Company’s limited personnel and resources, and the delay in review and preparation of financial statements for the quarter ended March 31, 2026. The Company expects to file the Form 10-Q on or prior the 5^th calendar day following the prescribed due date of the Quarterly Report, as required by Rule 12b-25 under the Securities Exchange Act of 1934.

Part IV - Other Information

1. Name and telephone number of person to contact in regard to this notification

Martin Scott (954) 745-5815

(Name)   (Area Code) (Telephone Number)

2. Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

Yes ☒  No ☐

3. Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes ☒  No ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company expects to report revenues of $4,224 for the three months ended March 31, 2026, compared to revenues of a $68,606 for the three months ended March 31, 2025.

The Company expects to report a loss from continuing operations of approximately $2,136,000 for the three months ended March 31, 2026, compared to approximately $3,276 for the three months ended March 31, 2025, a decrease of $1.14 million.

The expected results of operation set forth above are subject to revisions based on auditor review.

Splash Beverage Group, Inc.

(Name of Registrant as Specified in Charter)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 15, 2026	By:	/s/ Martin Scott
		Martin Scott, Chief Financial Officer

FAQ

Why did Splash Beverage Group (SBEV) file a Form 12b-25?

The company filed the Form 12b-25 because limited personnel and delays in preparing and reviewing quarter-end financial statements prevented a timely Form 10-Q filing. The notification seeks the relief available under Rule 12b-25.

When does Splash Beverage Group (SBEV) expect to file the delayed 10-Q?

Splash Beverage Group expects to file the Form 10-Q on or prior to the fifth calendar day following the prescribed due date, consistent with the timing relief described under Rule 12b-25 for quarterly reports.

What preliminary revenue did Splash Beverage Group (SBEV) report for Q1 2026?

The company expects to report revenues of $4,224 for the three months ended March 31, 2026, compared with $68,606 for the three months ended March 31, 2025. These figures are preliminary and subject to auditor review.

What preliminary profit/loss figures did Splash Beverage Group (SBEV) disclose for Q1 2026?

Splash Beverage Group expects a loss from continuing operations of approximately $2,136,000 for the three months ended March 31, 2026, compared with approximately $3,276 for the prior-year quarter; amounts are subject to revision after audit.

Who signed the Form 12b-25 for Splash Beverage Group (SBEV)?

The Form 12b-25 was signed by Martin Scott, Chief Financial Officer, on behalf of Splash Beverage Group, Inc., certifying the notification under Section 13 or 15(d) of the Securities Exchange Act of 1934.