SBEV CEO Robert Nistico reports 7.1% beneficial ownership in 13D

Rhea-AI Filing Summary

Robert Nistico, Chief Executive Officer and Chairman of Splash Beverage Group (SBEV), filed a Schedule 13D reporting beneficial ownership of 180,470 shares, or 7.1% of the company’s common stock.

The position includes 38,053 common shares, 66,667 warrants with a $30.00 exercise price, 13,250 stock options with a $104.00 exercise price, and 62,500 five‑year warrants from a 750,000-warrant grant on July 31, 2025 at a $0.80 exercise price. The remainder of that grant vests as follows: 250,000 upon meeting a future commitment and the balance quarterly over two years. He reports sole voting and dispositive power over all 180,470 shares.

The ownership percentage is based on 2,414,226 shares outstanding as of October 17, 2025. The filing states the securities were acquired with the purpose of exercising control.

Insights

Corporate governance analyst

CEO files 13D showing 7.1% stake with control purpose.

Robert Nistico reports 180,470 shares beneficially owned (7.1%) in SBEV, combining common shares, options, and warrants exercisable within 60 days. He retains sole voting and dispositive power.

A notable element is the 750,000-warrant grant on July 31, 2025 at $0.80, with only 62,500 currently counted due to vesting rules; 250,000 vest upon a future commitment and the remainder vest quarterly over two years. The percentage is calculated against 2,414,226 shares outstanding as of October 17, 2025.

The filing states a purpose of exercising control. Actual influence depends on governance dynamics and future vesting; holder actions and subsequent disclosures will determine any changes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

SPLASH BEVERAGE GROUP, INC.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

84862C302

(CUSIP Number)

Constantine Christakis, Esq.
3001 PGA Blvd., Suite 305
Palm Beach Gardens, FL, 33410
561-686-3307

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/31/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 84862C302

1

Name of reporting person

Nistico Robert

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 180,470.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 180,470.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

180,470.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value
(b)	Name of Issuer: SPLASH BEVERAGE GROUP, INC.
(c)	Address of Issuer's Principal Executive Offices: 1314 E Las Olas Blvd., Suite 221, Ft. Lauderdale, FLORIDA , 33301.
Item 1 Comment: This Schedule 13D relates to the common stock, par value $0.001 per share, of Splash Beverage Group, Inc., a Nevada corporation (the "Issuer"). The Issuer's principal executive offices are located at 1314 E Las Olas Blvd., Suite 221, Ft. Lauderdale, Florida 33301. The shares beneficially owned include shares of common stock issuable upon exercise of warrants issued to the Issuer's officers, directors and certain employees as of July 31, 2025. All of the warrants are fully vested with one exception. The warrants held by the Reporting Person are subject to vesting conditions. Because of the Rules of the Securities and Exchange Commission, in calculating beneficial ownership, the common stock which could be exercised or converted in 60 days is deemed to be beneficially owned by a person. However, the underlying common stock issuable to other persons is not included in a reporting person's calculations. In this Schedule 13D and others being filed at about the same time, a number of people will each report beneficial ownership over 20%; if they were all aggregated, the beneficial ownership percentage would be reduced. Further if other derivative securities were included and beneficial ownership limitations of certain third parties were disregarded, the percentages reflected in this Schedule 13D would be reduced even further.
Item 2.	Identity and Background
(a)	Robert Nistico
(b)	The address is 1314 E Las Olas Blvd., Suite 221, Ft. Lauderdale, Florida 33301.
(c)	Mr. Nistico is the Chief Executive Officer and Chairman of the Board of Directors of Splash Beverage Group, Inc.
(d)	During the past five years the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was the Reporting Person a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the past five years the Reporting Persons has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	United States.
Item 3.	Source and Amount of Funds or Other Consideration
	On July 31, 2025, the Reporting Person received 750,000 warrants to purchase shares of the Issuer's common stock, subject to vesting conditions.
Item 4.	Purpose of Transaction
	The Reporting Person is the Chief Executive Officer and Chairman of the Board of Directors of the Issuer. He acquired all of his securities with the purpose of exercising control.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person beneficially owns (i) 38,053 shares of the Issuer's common stock, (ii) 66,667 shares of common stock issuable upon exercise of warrants to purchase shares of the Issuer's common stock with an exercise price of $30.00 per share, (iii) 13,250 shares of common stock issuable upon exercise of stock options, with an exercise price of $104.00 per share and (iv) 62,500 shares of common stock issuable upon exercise of five-year warrants to purchase shares of the Issuer's common stock, which represent a portion of a grant of 750,000 warrants on July 31, 2025 with an exercise price of $0.80 per share, the remainder of which vest as follows: 250,000 shares vesting upon meeting a future commitment and the remaining shares vesting quarterly over a two-year period. The above number of shares amounts to approximately 7.1% of the 2,414,226 outstanding shares of common stock as of October 17, 2025.
(b)	The Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition of all shares beneficially owned by the Reporting Person.
(c)	Except as described in this Schedule 13D under Item 3 above, the Reporting Person did not engage in any transactions in shares of the Company's common stock during the past 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Nistico Robert

Signature:	/s/ Nistico Robert
Name/Title:	Nistico Robert, individually
Date:	10/27/2025

FAQ

What stake did SBEV CEO Robert Nistico report in this Schedule 13D?

He reported beneficial ownership of 180,470 shares, representing 7.1% of Splash Beverage Group’s common stock.

How is Robert Nistico’s 180,470-share beneficial ownership in SBEV composed?

It includes 38,053 common shares, 66,667 warrants at $30.00, 13,250 options at $104.00, and 62,500 five‑year warrants from a 750,000 grant at $0.80.

What outstanding share count did SBEV’s 13D use to calculate 7.1%?

The calculation used 2,414,226 shares outstanding as of October 17, 2025.

What is the vesting schedule for the 750,000 SBEV warrants granted on July 31, 2025?

62,500 are currently counted; 250,000 vest upon meeting a future commitment, with the remainder vesting quarterly over two years.

Does Robert Nistico have sole voting and dispositive power over the SBEV shares?

Yes. He reports sole voting power and sole dispositive power over 180,470 shares.

What is the stated purpose of Robert Nistico’s SBEV securities holdings?

The filing states the securities were acquired with the purpose of exercising control.