Splash Beverage Group Signs Letter of Intent for Acquisition and Merger with Established Hemp and CBD Operator Medterra (Form 8-K)

Splash Beverage Group Signs Letter of Intent for Acquisition and Merger with Established Hemp and CBD Operator Medterra

Proposed Combination Marks Strategic Re-Alignment as a Public Cannabinoid Wellness Platform

Fort Lauderdale, FL - March 5, 2026 - Splash Beverage Group, Inc. (NYSE American: SBEV) ("Splash" or the "Company") today announced it has executed a non-binding Letter of Intent ("LOI") for a proposed merger with Medterra CBD, LLC ("Medterra"), a leading manufacturer and multi-brand operator of federally compliant cannabinoid wellness products sold to over 2 million customers across the United States and Internationally.

The proposed transaction represents a transformative step in the Company's evolution and the re-alignment and branding as a growth-oriented platform focused on cannabinoid wellness, regulated consumer health, and scalable brand development through the curation of an established house of brands.

Through this proposed partnership, Splash and Medterra would be positioned to drive category leadership in the emerging cannabinoid wellness market by leveraging operational scale, access to public markets, a seasoned executive team and a disciplined growth strategy focused on the curation of a house of brands that have a strong track record of delivering consistent, high-quality products to consumers. The companies also plan to participate in a CBD pilot initiative under evaluation by CMS, which could represent a meaningful long-term growth opportunity, as discussed below. Additional details regarding the Company's rebranding and strategic evolution will be announced in due course.

Medterra brings an established operating infrastructure, disciplined regulatory approach, strong brand portfolio with millions of customers served, proven management team, and a demonstrated record of profitable growth. During the fiscal year 2025, Medterra generated over $52 million in revenue and was profitable, demonstrating its strong brand equity and established operational capabilities. With this partnership, Splash and Medterra intend to build a broader strategy centered on category leadership in the budding cannabinoid wellness vertical, operational scale, and strategic but responsible expansion.

Management Commentary

"This proposed combination represents more than a transaction - it marks the beginning of a new chapter for Splash as we evolve into a platform company built for the future of cannabinoid wellness," said Brady Cobb, Board Member of Splash Beverage Group. "We believe the industry is approaching a period of significant growth driven by regulatory progress, increasing consumer adoption, and institutional engagement. By partnering with a proven operator like Medterra and leveraging our access to public markets, we intend to build a scaled, disciplined organization positioned to lead through the next phase of industry development. We look forward to sharing further updates on leadership, rebranding, and the detailed path forward in short order."

MedTerra's CEO JP Larsen stated, "This transaction represents a pivotal moment for Medterra. Partnering with Splash provides the resources and capital markets access to scale our platform at a time when the cannabinoid industry is entering a new era of legitimacy and growth driven by federal reform. Together, we intend to build one of the leading compliant wellness platforms in the sector, expanding our reach while maintaining the quality, science, and trust that define our brands."

Positioned at a Regulatory and Market Inflection Point

Splash management believes the transaction aligns with increasing regulatory clarity and growing institutional interest in federally compliant cannabinoid products, including ongoing federal policy developments related to hemp, CBD and cannabis rescheduling, as directed by an executive order signed by President Trump on December 16, 2025. This executive order also included a cannabinoid pilot initiative for CBD that is being evaluated through the Centers for Medicare & Medicaid Services ("CMS"). These initiatives are designed to assess structured pathways for physician-recommended, federally compliant hemp-derived CBD products within regulated healthcare frameworks, including reimbursement models for qualifying beneficiaries from the federal government.

While program parameters continue to evolve and no assurances can be made regarding qualification or participation, management believes that scaled, compliance-focused operators with documented product quality standards and consumer usage data, could be well positioned as regulatory frameworks mature.

Medterra has served millions of customers across the United States and internationally and has developed a portfolio of science-driven cannabinoid formulations, some of which are already registered with the federal government and supported by consumer feedback and quality assurance infrastructure.

Industry participants have suggested that structured reimbursement pathways for cannabinoid wellness products could significantly expand total addressable market opportunity, with some operators referencing a potential U.S. market exceeding $30 billion should federal reform and reimbursement frameworks advance. Management believes that the proposed combination positions the Company to evaluate participation in these emerging healthcare channels while continuing to operate within existing federally compliant guidelines for hemp and CBD.

Transaction Overview

Subject to completion of the transaction and required approvals, J.P. Larsen from Medterra is expected to join the combined company's Board of Directors and assume a senior operating leadership role.

The Company intends to file a Current Report on Form 8-K with the U.S. Securities and Exchange Commission in connection with execution of the LOI, which will include additional details regarding the proposed transaction. The proposed transaction is subject to the execution of definitive agreements and shareholder approvals as required by the NYSE American Exchange.