Splash Beverage Group Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year endedDecember 31, 2025 ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the transition period from _________to _________ Commission File Number001-40471 SPLASH BEVERAGE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada34-1720075(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 1314 E Las Olas Blvd. Suite 221Fort Lauderdale, FL 33301(Address of principal executive offices) (Zip code) (954) 745-5815(Registrant’s telephone number, including area code) Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒No Indicate by check mark whether the registrant (i) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).☒Yes☐No Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company,” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer ☐Accelerated filer☒Smaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Act).☐Yes☒No The aggregate market value of the Registrant’s common equity held by non-affiliates computed by reference to the price at which thecommon equity was last sold as of the last business day of the Registrant’s most recently completed second quarter was $6,454,754. On April 14, 2026, there were 9,953,538 shares of Common Stock issued and outstanding. Documents Incorporated by Reference Portions of the registrant’s definitive proxy statement for its 2026 Annual Meeting of Stockholders are incorporated by reference inItems 10, 11, 12, 13, and 14 of Part III of this Annual Report on Form 10-K. SPLASH BEVERAGE GROUP, INC. FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2025TABLE OF CONTENTSPagePART I1Item 1.Business1Item 1A.Risk Factors5Item 1BUnresolved Staff Comments23Item 1CCybersecurity23Item 2.Properties23Item 3.Legal Proceedings23Item 4.Mine Safety Disclosures24PART II25Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities25Item 6.Selected Financial Data25Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations25Item 7A.Quantitative and Qualitative Disclosures about Market Risk30Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure31Item 9A.Controls and Procedures31Item 9B.Other Information32Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections33PART III34Item 10.Directors, Executive Officers and Corporate GovernanceItem 11.Executive CompensationItem 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13.Certain Relationships and Relat