What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-04-15 compared with 2025-07-11 · 195 added, 782 removed, 37 unchanged (96% of the section changed)

1 unchanged sentence

(1) Evaluation of Disclosure Controls and Procedures

We have adopted and maintain

disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Exchange Act), that

are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized

and reported within the time periods required under the SEC’s rules and forms and that the information is gathered and communicated

to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial

Officer), to allow for timely decisions regarding required disclosure.

As required by Exchange Act Rule 13a-15, our Chief

Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure

controls and procedures pursuant to Exchange Act Rule 13a-15 as of the end of the period covered by this report.

Based on the foregoing

evaluation, our Chief Executive Officer and Chief Financial Officer concluded that due to our limited resources our disclosure controls

and procedures are not effective in providing material information required to be included in our periodic SEC filings on a timely basis

and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management,

including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure about our internal

control over financial reporting discussed below Following the 2022 evaluation by management of the effectiveness of the design and operation

of our disclosure controls and procedures we implemented new controls and process in 2023.

(2) Management’s Report on Internal Control

over Financial Reporting

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation,

under the supervision and with the participation of our management, including our President (principal executive officer) and Chief Financial

Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities

Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this report.

Based on that evaluation, our

President and Chief Financial Officer have concluded that our disclosure controls and procedures as of December 31, 2025 were not effective

to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the SEC’s rules and forms because of certain material weaknesses in

the Company’s internal control over financial reporting.

Specifically, management

has identified a limited segregation of duties due to our limited resources and insufficient accounting personnel, resulting in a lack

of controls to ensure maintenance of documentation supporting transactions recorded in the Company’s accounting records.

Management’s Annual

Report on Internal Control over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting for our company.

Our internal control system was designed

to, in general, provide reasonable assurance to our management and board regarding the preparation and fair presentation of published

financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because

of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.

Based on that assessment,

our management has determined that as of December 31, 2024, our internal control over financial reporting was not effective due to material

weaknesses related to a limited segregation of duties due to our limited resources and the small number of employees, resulting in a lack

of controls to ensure maintenance of documentation

supporting transactions recorded in the Company’s accounting records.

Management has determined that this control deficiency constitutes

a material weakness which could result in material misstatements of significant accounts and disclosures that could result in a material

misstatement to our interim or annual financial statements that would not be prevented or detected.

In addition, due to limited staffing,

we are not always able to detect minor errors or omissions in reporting.

This Annual Report does not

include an attestation report of our independent registered public accounting firm regarding management’s assessment of our internal

control over financial reporting pursuant to temporary rules of the SEC.

(3) Changes in Internal Control over Financial

There has been no change in our internal control over

financial reporting other than items highlighted above, identified in connection with the evaluation required by paragraph (d) of Rules

13a-15 or 15d-15 under the Securities Exchange Act of 1934 that occurred during our most recent fiscal quarter that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under

the Exchange Act.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

Our internal control over financial reporting includes those policies and procedures that:

· pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of our assets;

· provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in

accordance with authorizations of our management and directors;

· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use

or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of

compliance with policies or procedures may deteriorate.

Our management assessed the

effectiveness of our internal control over financial reporting based on the parameters set forth above and has concluded that as of December

31, 2025, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

generally accepted accounting

principles (“US GAAP”) as a result of the following material weaknesses:

· The Company does not have sufficient segregation of duties within accounting functions.

· The Company does not have written documentation of our internal controls policies and procedures.

· The Company’s human resources, processes and systems are not sufficient to enable the production

of timely and accurate financial statements in accordance with US GAAP.

We plan to rectify these

weaknesses by establishing written policies and procedures for our internal control of financial reporting and hiring additional accounting

personnel at such time as we raise sufficient capital to do so.

Other Information.

Unregistered Sales of Equity Securities

The following are certain unregistered sales of securities

which occurred in the year ended December 31, 2025 and more recently

Securities Issuances

Form June 2025 through December 2025, the Company

sold and issued a total of 1,300 shares of Series A-1, which by their terms are convertible into up to 1,040,000 shares of Common Stock,

325,000 Class A Warrants to Purchase Common Stock, and 325,000 Class B Warrants to Purchase Common Stock, for total gross proceeds of

From January 27, 2026 through April 14, 2026, the

Company sold and issued a total of 4,840,254 such shares of Common Stock under the ELOC Agreement with C/M, for total gross proceeds of

During the year ended December 31, 2025 the Company

issued and sold a total of 1,300 shares of Series A-1 preferred stock for total gross proceeds of $1,300,000

During the year ended December 31, 2025, the Company sold and issued a total of

$3,296,560 of convertible promissory notes in exchange for total gross proceeds of $3,296,560.

These convertible promissory notes are

convertible into a total of 7,418,485 shares of Common Stock.

Each of the transactions set forth above was exempt

from registration pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 thereunder as a transaction not involving a public

Securities Conversions or Exchanges

During the year ended December 31, 2025, the Company issued a total of 126,760

shares of Series B convertible stock for settlement of $12,670,435 of convertible notes and accrued interest.

During the year ended December 31, 2025, the Company

issued a total of 328,799 shares of Common Stock in connection with conversions of a total of 3,979 shares of Series B.

During the year ended December 31, 2025, the Company issued a total of 224,541

shares of Common Stock in connection with conversions of a total of $2,502,246 of notes payable and accrued

In December 2025, the Company entered into agreements

to issue a total of 113,636 shares of Common Stock and 1,136 shares of Series D Convertible Preferred Stock (the “Series D”)

to holders of options to purchase a total of up to $600,000 shares of Common Stock in exchange for the termination of such options.

share of Series D is convertible into 100 shares of Common Stock, subject to beneficial ownership limitations and compliance with the

rules of the NYSE American.

During the period January 1, 2026 to April 10, 2026

a total of 15,501 shares of series B preferred stock were converted into 1,240,120 shares of common stock.

In February 2026 a convertible note in the amount of $30,000 was converted

into 266,700 shares of common stock.

Other Disclosure

The disclosure set forth in “Item 1 – Business – Costa

Rica Water” is incorporated herein by reference.

The disclosure se forth in “Item 7 – Management’s Discussion

and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Warrants” is incorporated

herein by reference

Rule 10b5-1 and Non-Rule 10b5-1 Plans

During the three-month period ended December 31, 2025, no officer

or director has adopted any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement within the meaning of

Item 408 of Regulation S-K promulgated under the Securities Act of 1933.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

Directors, Executive Officers and Corporate Governance.

The following table sets forth our executive officers

and directors, their ages and position(s) with the Company.

Robert Nistico

Chief Executive Officer and Director

William Devereux(4)

Chief Financial Officer

Stacy McLaughlin(1)

Former Chief Financial Officer

Julius Ivancisits(2)

Former Chief Financial Officer

Fatima Dhalla(6)

Former Interim Chief Financial Officer

William Meissner

President, Chief Marketing Officer

John Paglia(3)

McLaughlin resigned as the Chief Financial Officer of the Company on March 29, 2024

Ivancsits informed the Company of his intention to resign as Chief Financial Officer of the Company

Ion February 7, 2025, to be effective as of February 18, 2025.

Paglia informed the Company of his intention to resign as a member of the Board, as well

as any other positions at the Company, on February 7, 2025, to be effective as of March 7, 2025.

(4) On March 20, 2025, William Devereux was appointed as the Company’s Chief Financial Officer

Ron Wall resigned as the Chief Financial Officer of the Company on September 26, 2023

(6) Ms Fatima Dhalla resigned as the Interim Chief Financial Officer of the Company on January19, 2024.

Directors are elected annually

and hold office until the next annual meeting of the stockholders of the Company and until their successors are elected.

elected annually by the Board of Directors (the “Board”) and serve at the discretion of the Board.

Robert Nistico, age 60, on March

31, 2020 became the Chief Executive Officer and a member of the Board of the Company.

Since 2012, Mr.

Nistico has served as the Chief

Executive Officer and a member of the Board of Splash Beverage Group, Inc., prior to the Company’s acquisition by CMS.

also served as the president of Viva Beverages, LLC from 2009 to 2011.

Nistico was the fifth employee at Red Bull North America, Inc.

where he worked from 1996 to 2007 and served as Vice President of Field Marketing and Sr.

Vice President/General Manager.

was instrumental in building the Red Bull brand in North and Central America and the Caribbean from no revenues to $1.45 billion in annual

Earlier, he held the brand position of Regional Portfolio V.P and Division Manager for Diageo (formerly I.D.V.

General Sales Manager for Republic National (formerly The Julius Schepps Company) and North Texas State Manager for The E & J Gallo

Winery (and a variety of other management positions for those companies).

Nistico serves as a director of Apollo Brands.

has more than 27 years of experience in the beverage industry, including direct and indirect sales management, strategic brand management

& marketing, finance, operations, production and logistics.

Nistico holds a B.A.

from the University of Colorado.

Devereux, age 50, on March 20, 2025 became our Chief Financial Officer.

Devereux was CFO at Hembal Labs and Akin AI, where he secured

enterprise contracts, sourced a merger offer, and positioned companies for significant investment.

Earlier, he was a Partner at Daruma

Capital, where he played a key leadership role in managing a $2B portfolio.

He also advised on M&A and regulatory matters at Dames

Point Partners and held leadership roles in investment strategy and corporate governance.

An expert in corporate finance, capital allocation,

and M&A strategy, William holds an MBA from the University of North Carolina at Chapel Hill and a BS in Finance from the University

Ivancsits, age 53, became the Chief Financial Officer of the Company on April 24, 2024.

Prior to joining the Company, Mr.

Ivancsits was

the Chief Financial Officer of HEXO Corporation, from May 2022 to July 2023, assisting HEXO in its successful sale to Tilray brands in

He founded and has been serving as the managing director at endurance CFO Advisory Services since the HEXO sale.

Prior to his time

at HEXO he served as the Chief Financial Officer at Goba Capital from 2021 until 2022, as the Chief Financial Officer at AlpHa Measurement

Solutions, LLC from 2019 until 2021, and as the Chief Financial Officer at Be Green Packaging from 2017 until 2019.

He also served in

multiple roles at CPKelco with progressively increasing experience.

Ivancsits has a BS in Business from Eastern Illinois University.

Stacy McLaughlin, age 43, became

the Chief Financial Officer on January 24, 2024.

Prior to serving as our Chief Financial Officer, Ms.

McLaughlin was the Chief Financial

Officer of Material Technologies, Corp.

from 2022 to 2023.

From 2013 to 2021, Ms.

McLaughlin was the Vice President and Chief Financial

Officer of Willdan Group, Inc.

(Willdan), and prior to that, she was their Compliance Manager from 2010 to 2013.

During her tenure at

Willdan, she was responsible for accounting and finance functions, SEC reporting, investor relations, treasury, and managed a follow-on

equity offering.

Prior to Willdan, Ms.

McLaughlin was, from 2009 to 2010, Senior Associate at Windes & McClaughry Accountancy Corporation

and, from 2004 to 2009, Senior Audit Associate at the public accounting firm KPMG LLP.

McLaughlin has a Masters in Accounting from

the University of Southern California and BS from the University of Arizona.

McLaughlin is a Certified Public Accountant (CPA).

William Meissner, age 58, became

the President and Chief Marketing Officer of the Company in May of 2020.

Meissner is a proven leader with more than twenty years of

success in growing consumer brand companies with both large multinational and medium sized entrepreneurial organizations.

held several other leadership and board director roles.

Prior to Splash Meissner was a board director and CEO in a beverage vertical organized

by a mid-cap PE firm designed to acquire and build emerging brands, where he acquired two legacy tea brands from Nestle, Sweet Leaf Tea

and Tradewinds Tea.

Meissner served as CEO and Board Director or Genesis Today, Inc.

a plant based superfood and supplement company, CEO

and Board Director of a joint venture between Distant Lands Coffee Inc.

and Caffitaly Systems s.p.a called Tazza Pronto Inc., CEO and

Board Director of Jones Soda Inc., President of Talking Rain Beverages, Inc., Chief Marketing Officer of Coca-Cola’s Fuze Beverages,

Brand Director of PepsiCo’s SoBe Beverages and Category Manager of Nutritional Beverages for Tetra Pak Inc.

Meissner has an MBA

from the University of Pittsburgh’s Katz Graduate School of Business and a Bachelor’s degree from Michigan State University.

Thomas Fore, age 59, became an

independent director of the Board of the Company on March 20, 2025.

Fore currently leads the real estate investment strategy for Epogee

Capital Management, a Boston-based Registered Investment Advisory, and for Wise Capital, an international investment fund with more than

Previously, he served as the CEO of TideRock Media from 2011 to 2024.

TideRock has produced more than 15 feature films for

the Sundance Labs Program and has worked with top Hollywood talent including:

Elizabeth Banks, Richard Gere, Common, Danny Glover, and

Christopher Columbus.

TideRock co-founded the Sundance Investor’s Catalyst Lab in 2013 in order to provide education and resources

to film investors.

Thomas is a board member of My Pebble Inc., a private technology company which is involved in the effort to help companies

become carbon neutral, and is a graduate of Towson University (1991) and has retired from the Baltimore City Police Department as a Detective

Agent in 2000.

Justin Yorke, age 58, became a

member of the Board of the Company on March 31, 2020.

Since March 31, 2020, Mr.

Yorke has also served as the Company’s Secretary.

Yorke has over 25 years of experience in finance.

Based in Hong Kong for over 10 years, he managed funds for a private Swiss Bank,

Darier Henstch from 1997 to 2000.

Prior to that, from 1995 to 1997, Mr.

Yorke managed funds for Peregrine Investments and from 1990 to

1995 Unifund, Asia, Ltd, Hong Kong, a high net-worth family office headquartered Geneva, Switzerland.

From 2000 to 2004, he was a partner

at Asiatic Investment Management, based in San Francisco.

Since 2004, Mr.

Yorke has been a partner in San Gabriel Advisors, LLC and Arroyo

Capital Management, LLC and is the manager of the San Gabriel Fund, JMW Fund and Richland Fund.

The funds are highly diversified in focus

with investment holdings, public, private equity and debt investments and real estate investments.

He has a B.A.

degree from UCLA.

Yorke is the principal of WesBev LLC, which prior to the merger between CMS and our Company was the majority shareholder of the Company.

He also is an acting director and audit committee chair of Processa Pharmaceuticals, (Nasdaq:

Yorke served as non-executive

Chairman of Jed Oil and a Director/CEO at JMG Exploration.

Paglia, age 57, became a member

of the Board of the Company as an independent director on February 26, 2024.

He is currently an independent director, Audit Committee

Chair and a member of the Nominating & Corporate Governance and Compensation Committee of Simulations Plus, Inc., from 2014 to present.

Paglia is also an independent director, Audit Committee Chair and a member of the Nominating & Corporate Governance and Compensation

Committee of Aeluma, Inc., from 2021 to present.

Additionally, Dr.

Paglia is currently on the Advisory Board of multiple companies, including

SUM Ventures, Axxes Capital Inc., VitaNav Inc., and DigiLife Fund, among others.

Paglia, a Professor of Finance, currently works at

Pepperdine University in various positions, which have included Senior Associate Dean and Executive Director, since 2000-present.

Paglia has a Doctor of Philosophy in Business Administration, from the University of Kentucky, a Master of Business Administration from

Gannon University, a Bachelor of Science from Gannon University, and is also a Certified Public Accountant and Charted Financial Analyst.

Bill Caple, age 66, has served

as an independent director of the Company since May 3, 2023.

Over the past five years, Mr.

Caple has primarily served as a consultant

on corporate strategies, business development, corporate finance, and M&A.

Caple is currently a board member of Covax Data, Inc.

(“Covax”), where he also assists with establishing sales channels and business development for Covax’s cyber security

AI blockchain product and assisting the company raise growth capital.

Caple also founded and runs Caple

Advisory, an international management consulting practice and investment banking firm, with a concentration in Asia.

Caple served as a board member and C-suite executive of multiple hi-tech businesses, netting successful

exits and public offerings of his companies (e.g.

OTG Software NASDAQ:

OTGS, now part of Dell EMC and OpenText) .

The Company believes

Caple is an asset to the Company because of his wealth of experience and success in corporate finance strategies, M&A, and

business development to round out the Board’s top-tier level of expertise in key subjects.

Family Relationships

There are no family relationships

among and between the issuer’s directors, officers, persons nominated or chosen by the issuer to become directors or officers, or

beneficial owners of more than ten percent of any class of the issuer’s equity securities.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities

Exchange Act requires that our directors and executive officers and persons who beneficially own more than 10% of our common stock (referred

to herein as the “reporting persons”) file with the SEC various reports as to their ownership of and activities relating to

our common stock.

Such reporting persons are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they

Based solely on our review of copies of the reports filed with the SEC and the written representations of our directors and executive

officers, we believe that all reporting requirements for fiscal year 2024 were complied with by each person who at any time during the

2024 fiscal year was a director or an executive officer or held more than 10% of our common stock, except for the following:

Julius Ivancsits,

and Stacy McLaughlin each filed a late Form 3 report at the time of their appointments and on becoming insiders of the Company.

Ivancsits filed a late Form 4 report on May 6, 2024.

Committees of the Board

Audit Committee

We have separately designated

an Audit Committee.

The Audit Committee is responsible for, among other things, the appointment, compensation, removal and oversight of

the work of the Company’s independent registered public accounting firm, overseeing the accounting and financial reporting process

of the Company, and reviewing related person transactions.

During fiscal year 2024 our Audit Committee is comprised of John Paglia and

Under NYSE listing standards and applicable SEC rules, all the directors on the audit committee must be independent.

as a smaller reporting company, we are only required to maintain an audit committee of two independent directors.

Our Board has determined

that John Paglia and Bill Caple are independent under NYSE listing standards and applicable SEC rules.

John Paglia is the Chairperson

of the audit committee.

Each member of the audit committee is financially literate and our Board has determined that John Paglia qualifies

as an “audit committee financial expert” as defined in applicable SEC rules.

The Audit Committee operates under a written

charter adopted by the Board of Directors, which can be found on our website at www.splashbeveragegroup.com.

During 2024, the Audit Committee

held four meetings in person or through conference calls.

The Company has replaced Dr.

Paglia on the Audit Committee with Thomas Fore.

Compensation and Management Resources Committee

We have established a Compensation

and Management Resources Committee of our Board of Directors.

The purpose of the Compensation and Management Resources Committee is to

assist the Board in discharging its responsibilities relating to executive compensation, succession planning for the Company’s executive

team, and to review and make recommendations to the Board regarding employee benefit policies and programs, incentive compensation plans

and equity-based plans.

During fiscal year 2024 the members

of our Compensation and Management Resources Committee were Bill Caple and John Paglia.

Bill Caple is the chairperson of the Compensation

and Management Resources Committee.

As of March 7, 2025, Dr.

Paglia is no longer be a member of the Compensation and Management Resources

The Company has replaced Dr.

Paglia on the Compensation Committee with Thomas Fore.

Under NYSE listing standards, we

are required to have at least two members of the compensation committee, all of whom must be independent directors.

Our board of directors

has determined that each of John Paglia and Bill Caple is independent under NYSE listing standards.

The Compensation and Management Resources

Committee is responsible for, among other things, (a) reviewing all compensation arrangements for the executive officers of the Company

and (b) administering the Company’s stock option plans.

The Compensation and Management Resource Committee operates under a written

charter adopted by the Board of Directors, which can be found on our website at www.splashbeveragegroup.com within the “Investor

Information” section.

The duties and responsibilities

of the Compensation and Management Resources Committee in accordance with its charter are to review and discuss with management and the

Board the objectives, philosophy, structure, cost and administration of the Company’s executive compensation and employee benefit

policies and programs;

no less than annually, review and approve, with respect to the Chief Executive Officer and the other executive

officers (a) all elements of compensation, (b) incentive targets, (c) any employment agreements, severance agreements and change in control

agreements or provisions, in each case as, when and if appropriate, and (d) any special or supplemental benefits;

make recommendations

to the Board with respect to the Company’s major long-term incentive plans applicable to directors, executives and/or non-executive

employees of the Company and approve (a) individual annual or periodic equity-based awards for the Chief Executive Officer and other executive

officers and (b) an annual pool of awards for other employees with guidelines for the administration and allocation of such awards;

to the Board for its approval a succession plan for the Chief Executive Officer, addressing the policies and principles for selecting

a successor to the Chief Executive Officer, both in an emergency situation and in the ordinary course of business;

review programs created

and maintained by management for the development and succession of other executive officers and any other individuals identified by management

or the Compensation and Management Resources Committee;

review the establishment, amendment and termination of employee benefits plans,

review employee benefit plan operations and administration;

and any other duties or responsibilities expressly delegated to the Compensation

and Management Resources Committee by the Board from time to time relating to the Committee’s purpose.

The Compensation and Management

Resources Committee may request any officer or employee of the Company or the Company’s outside counsel to attend a meeting of the

Compensation and Management Resources Committee or to meet with any members of, or consultants to, the Compensation and Management Resources

The Company’s Chief Executive Officer does not attend any portion of a meeting where the Chief Executive Officer’s

performance or compensation is discussed, unless specifically invited by the Compensation and Management Resources Committee.

The Compensation and Management

Resources Committee has the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation

of director, Chief Executive Officer or other executive officer compensation or employee benefit plans and has sole authority to approve

the consultant’s fees and other retention terms.

The Compensation and Management Resources Committee also has the authority to obtain

advice and assistance from internal or external legal, accounting or other experts, advisors and consultants to assist in carrying out

its duties and responsibilities and has the authority to retain and approve the fees and other retention terms for any external experts,

advisors or consultants.

During 2024, the Compensation Management

Resources Committee held two meetings in person or through conference calls.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance

Committee is responsible for overseeing the appropriate and effective governance of the Company, including, among other things, (a) nominations

to the Board of Directors and making recommendations regarding the size and composition of the Board of Directors and (b) the development

and recommendation of appropriate corporate governance principles.

During fiscal year 2024 the Nominating and Corporate Governance Committee

consists of John Paglia and Bill Caple, each of whom is an independent director (as defined under Section 803 of the NYSE American LLC

Company Guide).

The Chairperson of the committee is Bill Caple.

The Nominating and Corporate Governance Committee operates under a written

charter adopted by the Board of Directors, which can be found on our website at www.splashbeveragegroup.com within the “Investor

Information” section.

The Company is currently in the process of replacing Dr.

The Nominating and Corporate Governance

Committee adheres to the Company’s bylaws provisions and Securities and Exchange Commission rules relating to proposals by stockholders

when considering director candidates that might be recommended by stockholders, along with the requirements set forth in the committee’s

Policy with Regard to Consideration of Candidates Recommended for Election to the Board of Directors, also available on our website.

Nominating and Corporate Governance Committee of the Board of Directors is responsible for identifying and selecting qualified candidates

for election to the Board of Directors prior to each annual meeting of the Company’s stockholders.

In identifying and evaluating

nominees for director, the Committee considers each candidate’s qualities, experience, background and skills, as well as other factors,

such as the individual’s ethics, integrity and values which the candidate may bring to the Board of Directors.

During 2024, the Nominating and

Corporate Governance Committee held two meetings in person or through conference calls.

Meetings of the Board of Directors same as

During 2024, the Board of

Directors held six meetings.

During 2024, each member of our Board of Directors attended at least 75% of the aggregate of

all meetings of our Board of Directors and of all meetings of committees of our Board of Directors on which such member served that were

held during the period in which such director served.

The Board of Directors also approved certain actions

by unanimous written consent.

Director Independence

listing standards require that a majority of our Board be independent.

Our Board has determined that John Paglia and Bill Caple are “independent

directors” as defined in the NYSE listing standards.

Our independent directors will have regularly scheduled meetings at which only

independent directors are present.

The Company is currently in the process of replacing Dr.

Involvement in Certain

Legal Proceedings

Our Directors and Executive Officers have not been

involved in any of the following events during the past ten years:

any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

being found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

being subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Such person was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any federal or

state securities or commodities law or regulation;

Any law or regulation

respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of

disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board leadership structure

and role in risk oversight

The Board of Directors oversees

our business and affairs and monitors the performance of management.

In accordance with corporate governance principles, the Board of

Directors does not involve itself in day-to-day operations.

The directors keep themselves informed through discussions with the Chief

Executive Officer and other key executives, visits to the Company’s facilities, by reading the reports and other materials that

we send them and by participating in Board and committee meetings.

Each director’s term will continue until the election and qualification

of his or her successor, or his or her earlier death, resignation or removal.

The information set forth in Item 1C is incorporated herein

by reference.

Code of Ethics

adopted a code of business conduct and ethics that applies to our directors, officers (including our Chief Executive Officer, Chief Financial

Officer and any person performing similar functions) and employees.

Our Code of Ethics is available at our website at www.splashbeveragegroup.com .

Clawback Policy

On September 20, 2023, the Board adopted the Splash

Beverage Group Clawback Policy (the “Clawback Policy”), effective September 20, 2023, providing for the recovery of certain

incentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate

any of its financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued

financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected

in the current period.

Adoption of the Clawback Policy was mandated by new Nasdaq listing standards introduced pursuant to Exchange Act

The Clawback Policy is in addition to Section 304 of the Sarbanes-Oxley Act of 2002 which permits the SEC to order the disgorgement

of bonuses and incentive-based compensation earned by a registrant issuer’s chief executive officer and chief financial officer

in the year following the filing of any financial statement that the issuer is required to restate because of misconduct, and the reimbursement

of those funds to the issuer.

A copy of the Clawback Policy has been filed herewith, and can also be found at www.splashbeveragegroup.com .

Insider Trading Policy

The Company has adopted an insider trading policy

that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees.

A copy of our

insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities

laws and the applicable exchange listing requirements.

Executive Compensation

EXECUTIVE AND DIRECTOR COMPENSATION

The following table sets forth information for our

two most recently completed fiscal years ending December 31, 2024 and December 31, 2023 concerning all of the compensation awarded to,

earned by the executive officers named below.

Name and Principal Position

Option Awards

Nonequity Incentive Plan Compensation

Nonqualified Deferred Compensation Earnings

Robert Nistico, CEO

William Meissner, President and CMO

Ronald Wall, CFO (1)

Fatima Dhalla, Interim CFO (2)

Stacy McLaughlin, Former CFO (3)

Julius Ivancsits, CFO (3)

William Devereux (4)

(1) On September 26, 2023, Ronald Wall resigned as

Chief Financial Officer of the Company.

(2) Effective January 19, 2024, Fatima Dhalla, resigned

as the Interim Chief Financial Officer of the Company.

(3) The individual listed was appointed during fiscal

year 2024 and received no compensation during the last completed fiscal year.

(4) The individual listed was appointed during fiscal

year 2025 and received no compensation during the last two completed fiscal year.

Employment Agreements

Except as described below, the Company does not have

any employment agreements in place with any of its executive officers.

The board of directors reserves the right to increase the salary

of our executive officers, and/or to grant them equity awards, including stock, options or other equity securities, from time to time,

as additional compensation or bonuses.

Robert Nistico - CEO and Director

On March 12, 2012, the Company entered into an employment agreement with Robert Nistico, pursuant to which Mr.

Nistico serves as Chief

Executive Officer of the Company.

Pursuant to Mr.

Nistico’s employment agreement, the Company pays Mr.

Nistico an annual salary

Nistico is also eligible to receive an annual bonus of 50% of his annual salary, and was granted an option to purchase

350,000 shares of common stock.

In the event Mr.

Nistico terminates his employment with the Company he shall provide the Company a minimum

of 45 days of written notice.

On December 9, 2019, the board of directors of the

Company extended Mr.

Nistico’s employment agreement beginning December 1, 2019, and ending on November 30, 2024.

Pursuant to the

amendment, the Company increased Mr.

Nistico’s base salary from $275,000 to $325,000.

William Devereux -- CFO

Pursuant to the terms of

an employment agreement dated February 21, 2025, the Company employed Mr.

William Devereux as its Chief Financial Officer on a full-time

Effective March 3, 2025, Mr.

Devereux’s annual salary is $325,000.

He is also entitled to a $60,000 signing bonus and discretionary

annual performance bonus of up to $162,500, upon achieving certain targets that are to be defined on an annual basis.

also entitled to participate in all qualified plans, holidays and other employee benefits which the Company, in its sole discretion, may

maintain from time to time for the benefit of its employees in general.

Pursuant to his employment agreement, granted 600,000 options

to acquire shares of common stock of the Company, with such shares vesting in 200,000 share increments annually (with the first vest to

occur on March 3, 2025).

Continued vesting of these options and the underlying shares is subject to Mr.

Devereux’s employment remaining

in good standing with the Company.

Julius Ivancsits –

Pursuant to the terms of

an employment agreement dated April 22, 2024, the Company employed Mr.

Julius Ivancsits as its Chief Financial Officer on a full-time

Effective April 24, 2024, Mr.

Ivancsits annual salary is $325,000.

He is also entitled to a discretionary annual performance bonus

of up to $162,500, upon achieving certain targets that are to be defined on an annual basis.

Ivancsits is also entitled to participate

in all qualified plans, holidays and other employee benefits which the Company, in its sole discretion, may maintain from time to time

for the benefit of its employees in general.

Pursuant to his employment agreement, granted 750,000 options to acquire shares of common

stock of the Company, with such shares vesting in 250,000 share increments annually (with the first vest to occur on April 24, 2024).

Continued vesting of these options and the underlying shares is subject to Mr.

Ivancsits’ employment remaining in good standing

with the Company.

Stacy McLaughlin – Former CFO

Pursuant to the terms of an employment agreement dated

January 22, 2024, the Company employs Ms.

Stacy McLaughlin as its Chief Financial Officer on a full-time basis.

Effective January 24,

McLaughlin’s annual salary is $325,000.

She is also entitled to an annual performance bonus of up to $162,500, upon achieving

certain targets that are to be defined on an annual basis.

McLaughlin is also entitled to participate in all qualified plans, holidays

and other employee benefits which the Company, in its sole discretion, may maintain from time to time for the benefit of its employees

On March 5, 2024, pursuant to her employment agreement, Ms.

McLaughlin was granted 600,000 restricted shares of Common Stock.

These shares will vest in tranches of 50,000 per quarter, until exhausted, with the first tranche vesting upon the completion of the first

quarter of 2024.

Continued vesting of these shares is subject to Ms.

McLaughlin’s employment remaining in good standing with the

In the event that the company is acquired within the two years of January 24, 2024, the vesting schedule that the shares are

subject to will accelerate, contingent on Ms.

McLaughlin’s employment being in good standing to the date on which the acquisition

William Meissner - CMO and President

On May 4, 2020, the Company entered into an employment

agreement with William Meissner, pursuant to which Mr.

Meissner serves as President and Chief Marketing Officer of Company.

Meissner’s employment agreement, the Company pays Mr.

Meissner an annual base salary of $325,000 and includes annual increases

based on cost of living adjustments and performance at the discretion of the Company’s Chief Executive Officer.

also eligible for a discretionary bonus, as determined by the Company’s Chief Executive Officer, of up to 50% of Mr.

Meissner also received a grant of an option to purchase 666,667 shares of common stock under the Company’s equity

incentive plan.

The employment agreement with Mr.

Meissner’s does not have a fixed termination date and permits the Company to terminate

Meissner upon twenty days prior written notice and grants Mr.

Meissner the right to resign upon twenty days prior written notice.

Directors Compensation

During the fiscal year ended December

31, 2024, our directors were paid compensation in cash and options for serving as Directors of the Company.

The awards below have been

adjusted for the 1 for 40 reverse split.

Fees Earned or Paid in Cash

All Other Compensation

Option Awards

Total Compensation

Thomas Fore(1)

Fore was appointed as a director of the Company in 2025, and received no compensation during fiscal

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide

pension, retirement or similar benefits for directors or executive officers.

We have no material bonus or profit sharing plans pursuant

to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted

at the discretion of the Board or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive

Officers and Other Management

None of our directors, executive officers or any associate

or affiliate of our Company during the last two fiscal years is or has been indebted to our Company by way of guarantee, support agreement,

letter of credit or other similar agreement or understanding currently outstanding.

Equity Compensation Plan

On May 21, 2020, the Board adopted the 2020 Long-Term

Incentive Compensation Plan (the “2020 Plan”), which provides for the grant of Options, Restricted Stock Awards, Stock Appreciation

Rights, Performance Units and Performance Bonuses to consultants and other eligible recipients.

The Plan has been in effect since July

1, 2020, for a period of ten years thereafter.

The Plan continues to remain in effect until all matters relating to the payment of Awards

and administration of the Plan have been settled.

Outstanding Equity Awards at Fiscal Year-End

The following table has been adjusted for the 1 for

40 reverse split and summarizes the total outstanding equity awards as of December 31, 2024, for each Named Executive Officer:

Number of Securities Underlying Unexercised Options Exercisable

Number of Securities Underlying Unexercised Options Un-Exercisable

Number of Securities Underlying Unexercised Unearned Options

Robert Nistico

William Meissner

Julius Ivancsits

Fatima Dhalla

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

The following table sets forth

certain information with respect to the beneficial ownership of our common stock as of July 9, 2025, for:

each of our current directors and executive officers;

all of our current directors and executive officers as a group;

each person, or group of affiliated persons, who beneficially owned more than 5% of our common stock.

Except as indicated by the footnotes

below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole

investment power with respect to all shares of common stock that they beneficially, subject to applicable community property laws.

otherwise specified, the address for each of the persons named in the table is 1314 E Las Olas Blvd.

Suite 221, Fort Lauderdale, Florida

Our calculation of the percentage

of beneficial ownership is based on 1,547,776 shares of common stock outstanding as of March 31, 2025.

We have determined beneficial ownership

in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

Under Rule 13d-3 of the Exchange Act of 1934, as amended (the “Exchange Act”), a beneficial owner of a security includes any

person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares:

power, which includes the power to vote or to direct the voting of shares;

and (ii) investment power, which includes the power to dispose

or direct the disposition of shares.

Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons

share the power to vote or the power to dispose of the shares).

In addition, shares are deemed to be beneficially owned by a person if

the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information

In computing the percentage ownership of any person or persons, the amount of shares outstanding is deemed to include the

amount of shares beneficially owned by such person or persons (and only such person or persons) by reason of these acquisition rights.

Shares of Common

Percentage of

Executive Officers and Directors

Robert Nistico

Justin Yorke(1)

William Meissner

Julius Ivancsits

Officers and Directors as a Group (5 individuals)

5% or greater owners:

LK Family Partnership

Of which 82,431 shares are held by Richland Fund LLC, 34,950 shares are held by JMW Fund LLC and 19,772 shares are held by San Gabriel LLC.

All funds are managed by Mr.

Securities Authorized for Issuance under our Equity Compensation Plan

The following table gives information as of December

31, 2024, the end of the most recently completed fiscal year, about shares of common stock that have been issued under our Splash Beverage

2020 Incentive Plan.

Under the 2020 Incentive Plan we have 8,648,486 options outstanding as of December 31, 2023.

On October 6, 2023, at our 2023 annual meeting of stockholders our stockholders approved an amendment to the 2020 Incentive Plan to:

(1) increase the aggregate number of shares of common stock available by 1,500,000 shares to a total of 1,807,415 shares and (2) increase

the automatic annual increase in the number of shares under the 2020 Incentive Plan from 5% to 7.5% of the total number of shares of common

stock outstanding as of December 31st of the preceding fiscal year.

Plan Category

of Shares to be Issued Upon Exercise or Vesting of Outstanding Stock Options

Weighted Average Exercise Price of Outstanding Stock Options

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans

Equity compensation plan approved by board of directors

Certain Relationships and Related Transactions

and Director Independence.

The following is a description

of the transactions and series of similar transactions, since December 31, 2024, that we were a participant or will be a participant in,

the amount involved exceeds the lesser of $120,000 or one percent of the average of the smaller reporting company’s total assets at year-end for the last two completed fiscal years;

any of our directors, executive officers, holders of more than 5% of our capital stock (which we refer to as “5% stockholders”) or any member of their immediate family had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers.

During the normal course of business,

we incurred expenses related to services provided by our CEO or Company expenses paid by our CEO, resulting in related party payables.

In conjunction with the acquisition of Copa DI Vino ® , the Company also entered into a Revenue Loan and Security Agreement

(the “Loan and Security Agreement”) by and among the Company, Robert Nistico, additional Guarantor and each of the subsidiary

guarantors from time-to-time party thereto (each a “Guarantor”, and, collectively, the “Guarantors”), and Decathlon

Alpha IV, L.P.

(the “Lender”).

The Loan and Security Agreement provided for a revenue-based credit facility of $1,578,237

(the “Gross Amount”) with the Lender (the “Credit Facility”).

There was $195,927 outstanding and $1,800,023 accrued

interest under this agreement as of December 31, 2024.

On April 2024, the Company also

entered into a Merchant Cash Advance Agreement (the “Loan and Security Agreement”) by and among the Company, Robert Nistico,

additional Guarantor and each of the subsidiary guarantors from time-to-time party thereto (each a “Guarantor”, and, collectively,

the “Guarantors”), and Cobalt Funding Solutions (the “Lender”).

The Loan and Security Agreement provided a loan

of $815,000, with the gross and interest amount of $326,028] with the Lender (the “Credit Facility”).

There was $455,335 outstanding

under this agreement as of December 31, 2024.

On September 2024 and November

2024 the Company also entered into a Merchant Cash Advance Agreement (the “Loan and Security Agreement”) by and among the

Company, Robert Nistico, additional Guarantor and each of the subsidiary guarantors from time-to-time party thereto (each a “Guarantor”,

and, collectively, the “Guarantors”), and with Timeless Funding LLC (the “Lender”).

The Loan and Security Agreement

provided a loan of $325,000 and $340,000, with the gross and interest amount of $172,250 and $173,400 respectively with the Lender (the

“Credit Facility”).

There was $85,260 and $311,713 respectively outstanding under this agreement as of December 31, 2024.

There were related party advances

from our chief executive officer in the amount of $0.4 million outstanding as of December 31, 2024 and a shareholder note payable outstanding

in the amount of $200,000 as of December 31, 2024.

Principal Accounting Fees and Services.

December 31, 2024

Audit - Rose, Snyder & Jacobs LLP

Audit related -CohnReznick LLP

Audit related - Rose, Snyder & Jacobs LLP

December 31, 2023

Audit - Rose, Snyder & Jacobs LLP

Audit - Daszkal Bolton, LLP and CohnReznick LLP

Audited related

The information required by Item 10 (Directors, Executive

Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions, and Director Independence), and Item 14 (Principal

Accounting Fees and Services) is incorporated by reference to the Company’s definitive proxy statement for the 2026 Annual Meeting

of Stockholders to be filed with the SEC within 120 days of December 31, 2025.

Exhibits and Financial Statement Schedules.

6 unchanged sentences

of this Annual Report on Form 10-K.

Pursuant to the requirements of

Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

SPLASH BEVERAGE GROUP, INC.

Date:July 11, 2025

/s/ Robert Nistico

Robert Nistico

Chairman of the Board and Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of

the Securities Act of 1934 this Annual Report on Form 10-K was signed by the following persons on behalf of the Registrant and in the

capacities and on the dates stated:

/s/ Robert Nistico

Chief Executive Officer and Director

July 11, 2025

Robert Nistico

(Principle Executive Officer)

/s/ William Devereux

Chief Financial Officer, Treasurer

July 11, 2025

William Devereux

(Principal Financial and Accounting Officer)

/s/ Justin Yorke

Director, Secretary

July 11, 2025

/s/ Thomas Fore

July 11, 2025

/sThomas Fore

/s/ Bill Caple

July 11, 2025

EXHIBIT INDEX

Agreement dated June 10, 2021 between Splash Beverage Group and EF Hutton, division of Benchmark Investments, LLC, as representative

of the underwriters named therein (incorporated by reference herein to Exhibit 1.1 to the Current report on Form 8-K filed with the

Securities and Exchange Commission on June 15, 2021)

Agreement dated February 14, 2022 between Splash Beverage Group and EF Hutton, division of Benchmark Investments, LLC, as representative

of the underwriters named therein (incorporated by reference herein to Exhibit 1.1 to the Current report on Form 8-K filed with the

Securities and Exchange Commission on February 17, 2022)

Agreement dated September 23, 2022, between Splash Beverage Group and EF Hutton, division of Benchmark Investments, LLC, as representative

of the underwriters named therein (incorporated by reference herein to Exhibit 1.1 to the Current report on Form 8-K filed with the

Securities and Exchange Commission on September 27, 2022)

and Plan of Merger dated December 31, 2019 by and among Canfield Medical Supply, Inc., SBG Acquisition, Inc., and Splash Beverage

Description of Exhibit

Agreement and Plan of Merger dated December 31, 2019 by and among Canfield Medical Supply, Inc., SBG Acquisition, Inc., and Splash Beverage Group, Inc.

(incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K dated January 7, 2020)

of Amendment No.

1 to the Agreement and Plan of Merger (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed

with the SEC on October 7, 2020)

(incorporated by reference herein to Exhibit 3.2 filed with Form 8-K1 filed with the SEC on November 15, 2021)

of Incorporation filed with the Secretary of State of Nevada (incorporated by reference herein to Exhibit 3.1 filed with Form8-K

filed with the SEC on November 15, 2021)

of Merger filed with the Secretary of State of the State of Nevada (incorporated by reference herein to Exhibit 2.2 filed with Form8-K

filed with the SEC on November 15, 2021)

of Merger filed with the Secretary of State of the State of Colorado (incorporated by reference herein to Exhibit 2.3 filed with

Form8-K filed with the SEC on November 15, 2021)

of Amendment to Articles of Incorporation filed with the Secretary of State of Nevada (incorporated by reference herein to Exhibit

3.1 filed with Form 8-K filed with the SEC on December 22, 2022)

Form of Amendment No.

1 to the Agreement and Plan of Merger (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on October 7, 2020)

Articles of Incorporation filed with the Secretary of State of Nevada (incorporated by reference herein to Exhibit 3.1 filed with Form 8-K filed with the SEC on November 15, 2021)

Articles of Merger filed with the Secretary of State of the State of Nevada (incorporated by reference herein to Exhibit 2.2 filed with Form 8-K filed with the SEC on November 15, 2021)

Statement of Merger filed with the Secretary of State of the State of Colorado (incorporated by reference herein to Exhibit 2.3 filed with Form 8-K filed with the SEC on November 15, 2021)

Certificate of Amendment to Articles of Incorporation filed with the Secretary of State of Nevada (incorporated by reference herein to Exhibit 3.1 filed with Form 8-K filed with the SEC on December 22, 2022)

Certificate of Designation of Series A Preferred Stock (incorporated by reference herein to Exhibit 3.1 filed with Form 8-K filed with the SEC on June 13, 2025)

Certificate of Change filed with the Secretary of State of Nevada

Certificate of Change filed with the Secretary of State of Nevada (incorporated by reference herein to Exhibit 3.7 filed with the Annual Report on Form 10-K filed with the SEC on July 11, 2025)

Certificate of Designations, Preferences Rights and Limitations of the Series A-1 Convertible Redeemable Preferred Stock (incorporated by reference herein to Exhibit 3.1 filed with Form 8-K filed with the SEC on June 26, 2025)

1 unchanged sentence

Certificate of Designations, Preferences Rights and Limitations of the Series C Convertible Preferred Stock (incorporated by reference herein to Exhibit 3.3 filed with Form 8-K filed with the SEC on June 26, 2025)

of Common Stock Certificate (incorporated by reference to exhibit 4.1 filed with the Annual Report on Form 10-K filed with the SEC

on March 31, 2022)

of Investor Warrant (incorporated by reference to exhibit 4.1 filed with the Current Report on Form 8-K filed with the SEC on June

Agent Agreement between Splash Beverage Group Inc.

and Equinity Trust Company dated as of June 15, 2001 (incorporated by reference

to exhibit 10.1 filed with the Current Report on Form 8-K filed with the SEC on June 15, 2021)

Description of Capital Stock *

Certificate of Amendment to the Articles of Incorporation of Splash Beverage Group, Inc.

filed with the Nevada Secretary of State on August 29, 2025 (incorporated herein by reference to Exhibit 3.1 filed with Form 8-K with the SEC on September 4, 2025)

Certificate of Designation of Series D Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 filed with Form 8-K with the SEC on December 10, 2025)

Bylaws (incorporated by reference herein to Exhibit 3.2 filed with Form 8-K filed with the SEC on November 15, 2021)

Amendment to Company Bylaws (incorporated by reference herein to Exhibit 3.1 filed with Form 8-K filed with the SEC on October 1, 2025)

Amendment to Company Bylaws (incorporated by reference herein to Exhibit 3.1 filed with Form 8-K filed with the SEC on October 17, 2025)

Form of Common Stock Certificate (incorporated by reference to exhibit 4.1 filed with the Annual Report on Form 10-K filed with the SEC on March 31, 2022)

Form of Investor Warrant (incorporated by reference to exhibit 4.1 filed with the Current Report on Form 8-K filed with the SEC on June 15, 2021)

Warrant Agent Agreement between Splash Beverage Group Inc.

and Equinity Trust Company dated as of June 15, 2001 (incorporated by reference to exhibit 10.1 filed with the Current Report on Form 8-K filed with the SEC on June 15, 2021)

Description of Capital Stock (incorporated by reference to Exhibit 4.4 filed with the Annual Report on Form 10-K with the SEC on July 11, 2025)

Form of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on January 3, 2023)

Form of Warrant (incorporated herein by reference to Exhibit 4.4 with Form 8-K filed with the SEC on October 6, 2023)

Form of Warrant (incorporated herein by reference to Exhibit 4.4 with Form 8-K filed with the SEC on May 7, 2024)

Form of Warrant (incorporated herein by reference to Exhibit 4.4 with Form 8-K filed with the SEC on August 26, 2024)

Form of August Warrant (incorporated herein by reference to Exhibit 4.1 with Form 8-K filed with the SEC on October 22, 2024)

Form of Warrant (incorporated herein by reference to Exhibit 4.4 with Form 8-K filed with the SEC on October 22, 2024)

Form of A Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on June 26, 2025)

Form of B Warrant (incorporated by reference herein to Exhibit 4.2 filed with Form 8-K filed with the SEC on June 26, 2025)

Long-Term Incentive Compensation Plan (incorporated herein by reference to the Schedule 14C Information Statement filed with the

SEC on June 8, 2020)

of SBG Warrant (incorporated by reference herein to Exhibit 10.4 filed with Form 8-K filed with the SEC on April 6, 2020)

of New Warrant (incorporated by reference herein to Exhibit 10.5 filed with Form 8-K filed with the SEC on April 6, 2020)

of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on August 18, 2020)

Loan and Security Agreement dated (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on December

Purchase Agreement dated (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on December 31,

Promissory Note dated (incorporated by reference herein to Exhibit 10.3 filed with Form 8-K filed with the SEC on December 31, 2020)

Agreement Regarding Other Accounts Payable dated (incorporated by reference herein to Exhibit 10.4 filed with Form 8-K filed with

the SEC on December 31, 2020)

Employment Agreement dated (incorporated by reference herein to Exhibit 10.5 filed with Form 8-K filed with the SEC on December 31,

Non-Competition,

Non-Solicitation and Confidential Information Agreement (incorporated by reference herein to Exhibit 10.6 filed with Form 8-K filed

with the SEC on December 31, 2020)

of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on January 21,

of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on January 21, 2021)

of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on February 2,

of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on February 2, 2021)

of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on February 12,

of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on February 12, 2021)

of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on March 2, 2021)

of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on March 2, 2021)

Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on January 3, 2023)

of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on January 3, 2023)

of Promissory Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on January 3, 2023)

of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on August 16, 2023)

of Securities Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on August

of Investor Note (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on August 16, 2023)

of Second Investor Note (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on August 16, 2023)

of Purchase Agreement (incorporated by reference herein to Exhibit 10.5 filed with Form 8-K filed with the SEC on August 16, 2023)

of Investor Note (incorporated by reference herein to Exhibit 10.6 filed with Form 8-K filed with the SEC on August 16.

of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on October 6, 2023)

of Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on October 6, 2023)

of Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on October 6, 2023)

of Registration Rights Agreement (incorporated by reference herein to Exhibit 10.3 filed with Form 8-K filed with the SEC on October

of Waiver Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on December 18, 2023)

of Registration Rights Agreement (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on December

Employment Agreement dated March 12, 2012 with Robert Nistico (incorporated by reference herein to Exhibit 10.34 filed with Form 10-K filed with the SEC on March 29, 2024)

Employment Agreement dated May 4, 2020 with William Meissner(incorporated by reference herein to Exhibit 10.35 filed with Form 10-K filed with the SEC on March 29, 2024)

Agreement dated January 22, 2024 with Stacy McLaughlin (incorporated herein by reference to Exhibit 10.1 filed with Form 8-K filed

with the SEC on January 30, 2024)

Form of Secured Convertible Promissory Note (incorporated herein by reference to Exhibit 4.1 with Form 8-K filed with the SEC on September 25, 2025)

Form of Senior Promissory Note (incorporated herein by reference to Exhibit 4.1 with the Form 8-K filed with the SEC on November 14, 2025)

Form of Promissory Note (incorporated by reference to Exhibit 4.1 filed with Form 8-K filed with the SEC on January 26, 2026)

Form of Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on October 6, 2023)

Form of Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on October 6, 2023)

Form of Registration Rights Agreement (incorporated by reference herein to Exhibit 10.3 filed with Form 8-K filed with the SEC on October 6, 2023)

Beverage Group, Inc.

Amended and Restated 2020 Long-Term Incentive Compensation Plan (incorporated by reference herein to Exhibit 10.1

filed with Form 8-K filed with the SEC on October 10, 2023)

Form of Waiver Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on December 18, 2023)

Form of Registration Rights Agreement (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on December 18, 2023)

Form of the Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on May 7, 2024)

Form of the Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on May 7, 2024)

Form of the Registration Rights Agreement (incorporated by reference herein to Exhibit 10.3 filed with Form 8-K filed with the SEC on May 7, 2024)

Form of the Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on August 26, 2024)

Form of the Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on August 26, 2024)

Form of August Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on October 22, 2024)

Form of August Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on October 22, 2024)

Form of August Registration Rights Agreement (incorporated by reference herein to Exhibit 10.3 filed with Form 8-K filed with the SEC on October 22, 2024)

Form of Purchase Agreement (incorporated by reference herein to Exhibit 10.10 filed with Form 8-K filed with the SEC on October 22, 2024)

Form of the Note (incorporated by reference herein to Exhibit 10.11 filed with Form 8-K filed with the SEC on October 22, 2024)

Form of the Subscription Agreement (incorporated by reference herein to Exhibit 10.12 filed with Form 8-K filed with the SEC on October 22, 2024)

Subscription and Investment Representation Agreement, dated June 10, 2025, Between Splash Beverage Group, Inc., and Robert Nistico (incorporated herein by reference to Exhibit 10.1 filed with Form 8-K filed with the SEC on June 13, 2025)

4 unchanged sentences

Acquisition Agreement*** (incorporated herein by reference to Exhibit 10.5 filed with Form 8-K filed with the SEC on June 26, 2025)

Splash Beverage, Inc., Insider Trading Policy

(incorporated by reference herein to Exhibit 21.1 filed with Form 10-K filed with the SEC on March 8, 2021)

Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 filed with Form 8-K with the SEC on September 25, 2025)

Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 filed with Form 8-K with the SEC on September 25, 2025)

Form of ELOC Agreement (incorporated herein by reference to Exhibit 10.3 filed with Form 8-K with the SEC on September 25, 2025)

License Agreement (incorporated herein by reference to Exhibit 10.4 filed with Form 8-K with the SEC on September 25, 2025)

Settlement Agreement (incorporated herein by reference to Exhibit 10.5 filed with Form 8-K with the SEC on September 25, 2025)

2025 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 filed with Form 8-K with the SEC on October 1, 2025) ****

Martin Scott Employment Agreement (incorporated herein by reference to Exhibit 10.1 filed with Form 8-K with the SEC on December 17, 2025)****

Form of Letter Agreement (incorporated by reference to Exhibit 10.1 filed with Form 8-K with the SEC on January 26, 2026)

Splash Beverage, Inc., Insider Trading Policy (incorporated by reference to Exhibit 19.1 filed with the Annual Report on Form 10-K with the SEC on July 11, 2025)

Subsidiaries (incorporated by reference herein to Exhibit 21.1 filed with Form 10-K filed with the SEC on March 8, 2021)

Consent of Rose, Snyder & Jacobs LLP*

5 unchanged sentences

Section 1350 as adopted, pursuant to Section 906 of Sarbanes-Oxley Act of 2002**

Clawback Policy of the Company (incorporated by reference herein to Exhibit 97.1 filed with Form 10-K filed with the SEC on March 29, 2024)

Inline XBRL Instance Document

(filed herewith)

Inline XBRL Taxonomy Extension

Schema (filed herewith)

Inline XBRL Taxonomy Extension

Calculation Linkbase (filed herewith)

Inline XBRL Taxonomy Extension

Label Linkbase (filed herewith)

Inline XBRL Taxonomy Extension

Presentation Linkbase (filed herewith)

Inline XBRL Taxonomy Definition

Linkbase (filed herewith)

Cover Page Interactive

Data File (embedded within the Inline XBRL document filed as Exhibit 101)

Clawback Policy of the Company (incorporated by reference herein to Exhibit 97.1 filed with Annual Report on Form 10-K filed with the SEC on March 29, 2024)

Inline XBRL Instance Document (filed herewith)

Inline XBRL Taxonomy Extension Schema (filed herewith)

Inline XBRL Taxonomy Extension Calculation Linkbase (filed herewith)

Inline XBRL Taxonomy Extension Label Linkbase (filed herewith)

Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith)

Inline XBRL Taxonomy Definition Linkbase (filed herewith)

Cover Page Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101)

Filed herewith

Furnished herewith

Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K.

A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.

Certain schedules, appendices and exhibits to

this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K.

A copy of any omitted schedule and/or exhibit will

be furnished supplementally to the Securities and Exchange Commission staff upon request.

Indicates management contract or compensatory plan, contract or agreement.

Pursuant to the requirements of

Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

SPLASH BEVERAGE GROUP, INC.

April 15, 2026

/s/ William Meissner

William Meissner, President

(Principal Executive Officer)

Pursuant to the requirements of

the Securities Act of 1934 this Annual Report on Form 10-K was signed by the following persons on behalf of the Registrant and in the

capacities and on the dates stated:

/s/ William Meissner

April 15, 2026

William Meissner

(Principal Executive Officer)

/s/ Martin Scott

Interim Chief Financial Officer

April 15, 2026

(Principal Financial and Accounting Officer)

/s/ Robert Nistico

April 15, 2026

Robert Nistico

/s/ Justin Yorke

Director, Secretary

April 15, 2026

/s/ Thomas Fore

April 15, 2026

/s/ Bill Caple

April 15, 2026

/s/ Brady Cobb

April 15, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures