Splash Beverage Group Announces Proposed Merger with Medterra to Form Cannabinoid Wellness Platform

Splash Beverage Group, Inc. (NYSE American: SBEV) has executed a non-binding Letter of Intent for a proposed merger with Medterra CBD, LLC, a manufacturer and multi-brand operator of federally compliant cannabinoid wellness products sold to over 2 million customers. The proposed transaction represents a transformative step in the Company's evolution and re-alignment as a growth-oriented platform focused on cannabinoid wellness, regulated consumer health, and scalable brand development.

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. The companies also plan to participate in a CBD pilot initiative under evaluation by Centers for Medicare & Medicaid Services (CMS), which could represent a meaningful long-term growth opportunity. Medterra generated over $52 million in revenue during fiscal year 2025 and was profitable, demonstrating its strong brand equity and established operational capabilities.

Brady Cobb, Board Member of Splash Beverage Group, stated that this proposed combination marks the beginning of a new chapter for Splash as it evolves into a platform company built for the future of cannabinoid wellness. The industry is approaching a period of significant growth driven by regulatory progress, increasing consumer adoption, and institutional engagement. Medterra's Founder and Managing Member, J.P. Larsen, noted that partnering with Splash provides the resources and capital markets access to scale their platform at a time when the cannabinoid industry is entering a new era of legitimacy and growth driven by federal reform.

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. These developments were directed by an executive order signed on December 16, 2025, which also included a cannabinoid pilot initiative for CBD being evaluated through the 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. 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.

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. More information about the companies can be found at https://splashbeveragegroup.com and https://medterracbd.com.