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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 17, 2026
FALCON’S BEYOND GLOBAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41833 |
|
92-0261853 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1768 Park Center Drive
Orlando, FL 32835
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (407) 909-9350
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which Registered |
| Class A common stock, par value $0.0001 per share |
|
FBYD |
|
The Nasdaq Stock Market LLC |
| Warrants exchangeable for 0.25 shares of Class A common stock on October 6, 2028 |
|
FBYDW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective February 17, 2026, the Board of Directors
(the “Board”) of Falcon’s Beyond Global, Inc. (the “Company”) increased the number of directors on the Board
from five to six and elected Iraida Que De Vera to serve as a director of the Company.
Upon joining the Board, Iraida Que De Vera will
be entitled to receive compensation under the Company’s Non-Employee Director Compensation Program, approved by the Board in December
2023 as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 29, 2024.
Iraida Que De Vera will enter into an Indemnification
Agreement with the Company in the same form as its other directors have entered, which is filed with the Securities and Exchange Commission
(the “SEC”) as Exhibit 10.3 to its Current Report on Form 8-K filed on October 12, 2023.
Prior to joining the Board, an entity controlled
by Iraida Que De Vera purchased 691,563 shares of Class A common stock of the Company from Katmandu Ventures, LLC, a greater than 10%
shareholder of the Company, for an aggregate purchase price per share of $7.23. Such entity agreed to subject such shares to restrictions
on transfer for a period of thirty (30) months commencing on January 12, 2026, subject to customary carve-outs for transfers to affiliates,
gifts, and for estate planning purposes provided that the permitted transferee agrees to be bound by such transfer restrictions.
Other than described above, Iraida Que De Vera
is not a party to any material plan, contract or arrangement with the Company, nor has any other material plan, contract or arrangement
to which she is a party been modified as a result of Iraida Que De Vera’s appointment described above. There is no arrangement or
understanding between Iraida Que De Vera and any other person pursuant to which she was selected as an director of the Company and there
are no family relationships between Iraida Que De Vera and any of the Company’s directors or executive officers. There are no transactions
to which the Company is a party and in which Iraida Que De Vera has a direct or indirect material interest that would be required to be
disclosed under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On February 17, 2026, the Company issued a press
release announcing the addition of Iraida Que De Vera to the Board. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information being furnished
in this under this Item 7.01 of this Current Report, including the accompanying Exhibit 99.1, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release dated February 17, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 17, 2026 |
FALCON’S BEYOND GLOBAL, INC. |
| |
|
|
| |
By: |
/s/ Bruce A. Brown |
| |
Name: |
Bruce A. Brown |
| |
Title: |
Chief Legal Officer and Corporate Secretary |
Exhibit 99.1

Falcon’s Beyond Appoints Iraida Que De
Vera to Board of Directors
Orlando, FL (February 17, 2026) — Falcon’s
Beyond Global, Inc. (Nasdaq: FBYD) (“Falcon’s Beyond”, “Falcon’s”, or the “Company”), a visionary
leader in innovative and immersive storytelling today announced the appointment of Iraida Que De Vera to the Company’s Board
of Directors.
Iraida Que De Vera is the Founder and CEO of Amor Maximus, a private
family office and strategic advisory platform focused on real estate, capital stewardship, and multigenerational legacy planning. Iraida
Que De Vera has built a decades-long career as a top-producing real estate broker, successfully navigating multiple
international markets including Las Vegas, Vancouver, Milan, Manila, and various areas in California, to name
a few. In her senior roles, she has supported cross-border expansion of diversified business portfolios
across the United States and Asia.
“Iraida Que brings a remarkable blend of real estate insight
and global development expertise to our board,” said Cecil D. Magpuri, CEO of Falcon’s Beyond. “Her experience guiding
complex projects across the U.S. and Asia and her genuine passion for creating meaningful experiences will be invaluable. We’re
truly excited to welcome her to the board.”
“I am honored to join the Falcon’s Beyond Board of Directors
at such an exciting moment for the Company,” said Iraida Que De Vera. “Falcon’s is redefining how immersive experiences
and destinations come together to create lasting value for families, communities, and partners. I look forward to supporting the Company’s
bold vision and contributing to its continued success as a member of the Board of Directors.”
About Falcon’s Beyond
Falcon’s Beyond is a visionary innovator in immersive
storytelling, sitting at the intersection of three potential high growth business opportunities: content, technology, and experiences.
Falcon’s Beyond propels intellectual property (IP) activations concurrently across physical and digital experiences through three
core business units:
Falcon’s Creative Group creates master plans, designs
attractions and experiential entertainment, and produces content, interactives, and software.
Falcon’s Beyond Destinations develops a diverse range
of entertainment experiences using both Falcon’s Beyond owned and third party licensed intellectual property, spanning location-based
entertainment, dining, and retail.
Falcon’s Beyond Brands endeavors to bring brands
and intellectual property to life through animation, movies, licensing and merchandising, gaming as well as ride and technology sales.
Falcon’s Beyond also invents immersive rides, attractions,
and technologies for entertainment destinations around the world.
FALCON’S BEYOND and its related trademarks are owned by Falcon’s
Beyond.
Falcon’s is headquartered in Orlando, Fla. Learn more at falconsbeyond.com.
Contact:
Media Relations:
Toni Caracciolo
tcaracciolo@falconsbeyond.com