Splash Beverage (NYSE: SBEV) delays report as sales hit zero

Rhea-AI Filing Summary

Splash Beverage Group, Inc. notified that it will file its Form 10-Q for the quarter ended June 30, 2026 after the deadline, relying on Rule 12b-25 because the report could not be completed on time without unreasonable effort or expense. The delay stems from limited personnel and resources and additional time needed to review and prepare the quarter’s financial statements. The company expects to file the Form 10-Q within the 5-day extension period allowed for quarterly reports.

For the six months ended June 30, 2026, the company expects to report approximately $0 in revenues, compared with approximately $45,200 for the same period in 2025, citing a shift in its business model. It expects a loss from continuing operations of approximately $4 million, versus approximately $11 million a year earlier, an improvement of about $8 million due to significant cost reductions. These figures remain subject to revisions based on auditor review.

Positive

• Expected loss from continuing operations reduced to ~$4 million from ~$11 million year over year, an improvement of about $8 million driven by significant cost reductions.

Negative

• Company expects revenues of approximately $0 for the six months ended June 30, 2026, down from about $45,200 a year earlier due to a shift in its model.
• Form 10-Q for the quarter ended June 30, 2026 will be filed late, as preparation and review could not be completed on time with existing personnel and resources.

Key Figures

Expected revenues: $0 Prior-year revenues: $45,200 Expected loss from continuing operations: $4 million +3 more

6 metrics

Expected revenues $0 For the six months ended June 30, 2026; compared to prior-year revenues

Prior-year revenues $45,200 For the six months ended June 30, 2025; comparison baseline

Expected loss from continuing operations $4 million For the six months ended June 30, 2026

Prior-year loss from continuing operations $11 million For the six months ended June 30, 2025

Decrease in loss from continuing operations $8 million Change between six months ended June 30, 2025 and June 30, 2026

Filing extension period 5 calendar days Maximum extension for Form 10-Q under Rule 12b-25

Key Terms

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

4 terms

Rule 12b-25 regulatory

"as required by Rule 12b-25 under the Securities Exchange Act of 1934"

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 June 30, 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 $4 million"

transition report regulatory

"transition report on Form 10-Q"

FAQ

Why is Splash Beverage Group (SBEV) filing its June 30, 2026 Form 10-Q late?

Splash Beverage Group is filing late because completing the Form 10-Q on time would have required unreasonable effort or expense given its limited personnel and resources and the need for additional review of the quarter’s financial statements.

When does Splash Beverage Group (SBEV) expect to file the delayed June 30, 2026 Form 10-Q?

The company expects to file the Form 10-Q on or before the fifth calendar day after the prescribed due date, consistent with the Rule 12b-25 extension allowed for quarterly reports.

What revenues does Splash Beverage Group (SBEV) expect for the six months ended June 30, 2026?

Splash Beverage Group expects to report approximately $0 in revenues for the six months ended June 30, 2026, compared with about $45,200 for the same period in 2025, citing a shift in its business model.

What loss from continuing operations does SBEV anticipate for the six months ended June 30, 2026?

The company anticipates a loss from continuing operations of approximately $4 million for the six months ended June 30, 2026, versus about $11 million for the same period in 2025, reflecting significant cost reductions.

Are Splash Beverage Group’s (SBEV) preliminary six-month 2026 results final?

No. The company states the expected revenues of ~$0 and loss of ~$4 million for the six months ended June 30, 2026 are subject to revisions based on auditor review of the financial statements.

What time period do the preliminary figures in SBEV’s late-filing notice cover?

The preliminary figures cover the six months ended June 30, 2026, compared with the six months ended June 30, 2025, including expected $0 revenues and a $4 million loss from continuing operations in 2026.

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Available on EDGAR 08/17/2026 - 08:33 AM Accepted by SEC EDGAR 08/17/2026 - 08:32 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER 001-40471

CUSIP NUMBER 84862C401

		☐ 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: June 30, 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

1112 N. Flagler Drive

Address of Principal Executive Office (Street and Number)

Fort Lauderdale, Florida

33304

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 June 30, 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 June 30, 2026. The Company expects to file the Form 10-Q on or prior to 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 approximately $0 for the six months ended June 30, 2026, compared to revenues of approximately $45,200 for the six months ended June 30, 2025, due to shift in the Company’s model.

The Company expects to report a loss from continuing operations of approximately $4 million for the six months ended June 30, 2026, compared to approximately $11 million for the six months ended June 30 2025, a decrease of $8 million, due to significant cost reductions put in place.

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: August 17, 2026	By:	/s/ Martin Scott
		Martin Scott, Interim Chief Financial Officer