As filed with the Securities and Exchange Commission on February 13, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Copy to:

Michael Harris, Esq.

Nason, Yeager, Gerson, Harris & Fumero, P.A.

3001 PGA Boulevard, Suite 305

Palm Beach Gardens, Florida 33410

(561)-686-3307

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

This prospectus relates to up to 5,315,780 shares of Common Stock of Splash Beverage Group, Inc. (“the Company”) which have been or may be issued or issuable to employees, non-employee directors, officers, consultants and advisors of the Company and its subsidiaries under the Company’s 2025 Equity Incentive Plan (the “Plan”). The aggregate number of shares of Common Stock which shall be available for grants or payments of awards under the Plan is equal to 15% of the outstanding shares of Common Stock on a fully diluted basis (the “Share Reserve”) in accordance with the Plan.

The Plan contains an “evergreen provision,” pursuant to which the Share Reserve will automatically increase on January 1st of each year (each, an “Increase Date”), for a period of seven years commencing on January 1, 2026 and ending on January 1, 2032. The yearly increases shall equal an amount equal to 5% of the total number of shares of Common Stock outstanding as of December 31 of the preceding calendar year, on a fully diluted basis. No more than an aggregate of 375,000 shares of Common Stock may be issued pursuant to the exercise of incentive stock options (“ISOs”). The Board of Directors (the “Board”) may determine at any time prior to the increase date for a given year that there will be no increase in the Share Reserve, or that the increase in the Share Reserve will be less than the amount than would otherwise occur under the Plan. The Plan shall remain in effect for 10 years or until terminated by the Board. The termination of the Plan shall not impair rights and obligations under any stock right granted while the Plan was in effect.

The number of shares of Common Stock being registered under the registration statement of which this prospectus forms a part represents the current Share Reserve of 5,315,780 shares as of the date of this prospectus, and does not take into account any future increases thereto including pursuant the evergreen provision described above. The Company may in the future file a post-effective amendment to this Form S-8 or a new or additional registration statement on Form S-8 registering additional shares that are later added to the Share Reserve including by virtue of the evergreen provision described above.

ISOs may be granted to any employee of the Company or related corporation. In compliance with Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) and other applicable securities laws, the following types of grants may be awarded to any director (whether or not an employee), officer, employee or consultant of the Company or any related corporation: (i) Common Stock of the Company pursuant to options granted hereunder which do not qualify as ISOs (“Non-Qualified Options”), shares of Common Stock of the Company which normally are subject to restrictions on sale (“Restricted Stock”), restricted stock units (“RSUs”) and stock appreciation rights (“SARs”).

The Plan may be administered by a majority of the Compensation Committee (the “Committee”), or if the Compensation Committee has not been appointed or is unable, by the entire Board. The Company established the Plan to attract and retain qualified employees, consultants, officers and directors, by creating incentives and rewards for their contributions to the success of the Company and its related corporations.

Awards granted pursuant to the Plan are subject to forfeiture at the discretion of the Board upon the occurrence of the following events, which include, but are not limited: (i) a breach of a duty of confidentiality required by insider trading guidelines, (ii) competing with the Company, (iii) recruiting Company personnel after employment is terminated, (iv) termination for cause of the grantee’s service to the Company including but not limited to fraud, theft, dishonesty, or violation of Company policy, (v) purchasing or trading securities in violation of the Company’s insider trading policy, or (vii) a finding by the Board that the grantee has acted disloyally and/or against the interests of the Company.

In addition to the foregoing, pursuant to Rule 10D-1 of the Exchange Act and the related rules promulgated by NYSE American LLC (“NYSE”) the Company is required to recover from former and current executive officers reasonably, promptly, and completely the amount of erroneously awarded incentive-based compensation if the Company is required to prepare an accounting restatement due to Company’s material non-compliance with any financial reporting requirement under the securities laws.

Accordingly, on September 20, 2023, the Board adopted the Splash Beverage Group, Inc. Clawback Policy (the “Clawback Policy”) 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 NYSE listing standards introduced pursuant to Exchange Act Rule 10D-1. A copy of the Clawback Policy has been filed as Exhibit 97.1 to our Annual Report on Form 10-K filed for the fiscal year ended December 31, 2024, and can also be found at www.splashbeveragegroup.com.

We will send or give the documents containing the information specified in Part I of Form S-8 to employees as specified by the SEC pursuant to Rule 428(b)(1) under the Securities Act.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

We will furnish without charge to each person to whom the prospectus is delivered, upon the oral or written request of such person, a copy of any and all of the documents incorporated by reference (other than exhibits to such documents). Requests should be directed to the attention of Splash Beverage Group, Inc., 1314 E Las Olas Blvd., Suite 221, Fort Lauderdale, Florida 33301, Attention: Corporate Secretary or (954) 745-5815.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information we incorporate by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any subsequent filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until the sale of all the shares of Common Stock that are part of this offering. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. The documents we are incorporating by reference are as follows:

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Pursuant to our Articles of Incorporation and Bylaws, we may indemnify, to the extent permitted under Nevada law, an officer or director against all liability and expenses (including, but not limited to attorney’s fees) reasonably incurred by reason of being or having been a director, officer or representative of ours. Any indemnification thereunder is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors or officers pursuant to the foregoing provisions. However, insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

* Filed herewith.

ITEM 9. UNDERTAKINGS.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, Florida, on February 13, 2026.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

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