Private Placement, Management Change/Compensation (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

Note Financing

On November 12, 2025, Splash Beverage Group, Inc. (the "Company") borrowed a total of $500,000 from two accredited investors and issued to such investors senior promissory notes in the total combined original principal amount of $588,235.30, representing a 15% original issue discount (the "Notes"). The Notes mature on February 12, 2025 and accrue interest at a rate of 6% beginning on the 30-day anniversary of the issuance date. The Notes contain customary events of default, the occurrence of which would result in acceleration of the maturity date thereof.

The Notes also provide that if the Company completes any public offering or private placement of its equity, equity-linked or debt securities, the holder may, in its sole discretion, elect to apply as purchase consideration for such transaction: (i) all, or any portion, of the then outstanding principal amount of the Note and any accrued but unpaid interest, and (ii) any securities of the Company then held by the holder, at their fair value.

The foregoing description of the Notes does not purport to be complete and is qualified in its entirety by the full text of the Notes, a form of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On November 10, 2025, William Devereux notified the Company that he will resign as Chief Financial Officer of the Company, effective November 30, 2025.