SCHEDULE: Splash Beverage CEO Nistico Boosts Stake to 7.1%

Robert Nistico, CEO and Chairman of Splash Beverage Group, Inc., reported beneficial ownership of 7.1% of the company's common stock, primarily through warrants and options.

Summary

• Robert Nistico, Chief Executive Officer and Chairman of Splash Beverage Group, Inc., beneficially owns 180,470 shares of the Issuer's common stock.
• This ownership represents approximately 7.1% of the 2,414,226 outstanding shares of common stock as of October 17, 2025.
• The beneficially owned shares include 38,053 shares of common stock, 66,667 shares issuable from warrants with a $30.00 exercise price, and 13,250 shares from stock options with a $104.00 exercise price.
• An additional 62,500 shares are issuable from five-year warrants with a $0.80 exercise price, part of a 750,000 warrant grant received on July 31, 2025.
• The remaining warrants from the July 31, 2025 grant vest as follows: 250,000 shares upon meeting a future commitment and the rest quarterly over a two-year period.
• Mr. Nistico acquired these securities with the purpose of exercising control over the company.
• He has sole voting and dispositive power over all beneficially owned shares.

Sentiment

Score: 7

Explanation: The filing indicates a significant increase in beneficial ownership by the CEO and Chairman, Robert Nistico, which is generally viewed positively as it aligns management's interests with shareholders and suggests confidence in the company's future. However, the high exercise prices of some older derivatives could be a minor concern if they are significantly out-of-the-money.

Positives

• The CEO and Chairman, Robert Nistico, has increased his beneficial ownership in the company, signaling strong alignment with shareholder interests and confidence in the company's future.
• The acquisition of securities is explicitly for the purpose of exercising control, indicating active leadership engagement.

Negatives

• The exercise prices for some warrants ($30.00) and stock options ($104.00) are significantly higher than the exercise price of the most recent warrant grant ($0.80), which could imply a substantial decrease in the company's stock value since the issuance of the older derivatives, or that the older derivatives are significantly out-of-the-money.

Risks

• The filing notes that if other derivative securities were included and beneficial ownership limitations of certain third parties were disregarded, the reported percentages would be reduced, suggesting a potentially more diluted ownership structure than what is immediately apparent.
• Warrants held by the Reporting Person are subject to vesting conditions, meaning not all reported shares are immediately exercisable or fully owned without meeting future criteria.

Future Outlook

The filing indicates that a portion of the warrants granted to Robert Nistico on July 31, 2025, will vest upon meeting a future commitment and the remaining shares will vest quarterly over a two-year period, suggesting ongoing performance targets or strategic milestones.

Management Comments

• Mr. Nistico acquired all of his securities with the purpose of exercising control.

Industry Context

This filing, a Schedule 13D, is a standard disclosure for individuals or groups acquiring more than 5% beneficial ownership in a public company. For the beverage industry, a CEO increasing their stake can be seen as a positive signal of confidence in the company's strategy and market position, especially in a competitive sector.

Stakeholder Impact

• Shareholders: Increased beneficial ownership by the CEO may signal confidence and stronger alignment of management interests with shareholder value.
• Employees: The vesting conditions for the CEO's warrants could be tied to overall company performance, potentially motivating employees towards shared goals.

Next Steps

• Robert Nistico's remaining warrants from the July 31, 2025 grant will vest upon meeting a future commitment.
• The remaining warrants will vest quarterly over a two-year period.

Key Dates

Recommendation

The filing indicates a significant increase in the CEO's beneficial ownership, which is a positive signal of management confidence and alignment with shareholder interests. However, as a Schedule 13D, it primarily discloses ownership and does not provide financial performance updates or strategic shifts that would warrant a 'buy' or 'sell' recommendation. The information supports maintaining a 'hold' position while awaiting further operational or financial disclosures.

Keywords

Splash Beverage Group, Robert Nistico, Schedule 13D, beneficial ownership, common stock, warrants, stock options, CEO, Chairman, equity stake, corporate control