Falcon’s Beyond (NASDAQ: FBYD) sets 2026 director and auditor votes
Rhea-AI Filing Summary
Falcon’s Beyond Global, Inc. is asking stockholders to vote at its 2026 annual meeting on June 9, 2026 at its Orlando headquarters. Investors will elect two Class III directors, Gino P. Lucadamo and Cecil D. Magpuri, to three-year terms and ratify KPMG LLP as auditor for 2026.
Holders of 48,949,742 Class A shares, 72,292,470 Class B shares, and 6,897,869 shares of 11% Series B Preferred Stock (voting on an as-converted basis) as of April 13, 2026 may vote. The board highlights its committee structure, independence determinations, executive officer roles, ownership concentrations, and 2025 executive pay levels.
Positive
- None.
Negative
- None.
Key Figures
Key Terms
plurality of the votes cast financial
broker non-vote financial
independent registered public accounting firm financial
clawback policy financial
Audit Committee financial expert financial
emerging growth company financial
Compensation Summary
| Name | Title | Total Compensation |
|---|---|---|
| Scott Demerau | ||
| Cecil D. Magpuri | ||
| Joanne Merrill | ||
| Simon Philips |
- Election of two Class III director nominees for terms expiring at the 2029 annual meeting
- Ratification of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant |
☒ |
|
|
Filed by a Party other than the Registrant |
☐ |
Check the appropriate box:
☐ |
|
Preliminary Proxy Statement |
|
|
|
☐ |
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|
|
|
☒ |
|
Definitive Proxy Statement |
|
|
|
☐ |
|
Definitive Additional Materials |
|
|
|
☐ |
|
Soliciting Material Under Rule 14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ |
|
No fee required. |
|
|
|
☐ |
|
Fee paid previously with preliminary materials |
|
|
|
☐ |
|
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Table of Contents
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 9, 2026
To Our Stockholders:
On behalf of the Board of Directors, I cordially invite you to attend the 2026 Annual Meeting of Stockholders of Falcon’s Beyond Global, Inc., (the “Annual Meeting”) to be held on Tuesday, June 9, 2026 at 10:00 a.m. Eastern Time, at our principal executive offices located at 1768 Park Center Drive, Orlando, FL 32835. The purpose of the Annual Meeting is to:
We know of no other matters to come before the Annual Meeting. Only stockholders of record at the close of business on April 13, 2026 (the “Record Date”) may vote at the Annual Meeting. Each stockholder of record is entitled to one vote for each share of Class A common stock, one vote for each share of Class B common stock (together, the “Common Stock”), and one vote for each share of the 11% Series B Cumulative Convertible Preferred Stock (on an as-converted to Common Stock basis) (the “Series B Preferred Stock”) held as of the Record Date.
Your vote is important to us. Whether or not you plan to attend the Annual Meeting, we strongly urge you to cast your vote promptly. You may vote over the Internet as well as by mail. Please review the instructions on the proxy or voting instruction card regarding each of these voting options.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting To Be Held on June 9, 2026:
This Proxy Statement and the 2026 Annual Report Form 10-K for the year ended December 31, 2025, are being made available free of charge on or about April 30, 2026 at https://www.cstproxy.com/falconsbeyond/2026.
By order of the Board of Directors, |
|
/s/ Scott Demerau |
Scott Demerau |
Executive Chairman of the Board
|
April 30, 2026
Table of Contents
TABLE OF CONTENTS
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
|
|
Page |
GENERAL INFORMATION |
|
1 |
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING |
|
2 |
PROPOSAL 1 — ELECTION OF DIRECTORS |
|
5 |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026 |
|
5 |
Continuing Members of the Board of Directors |
|
5 |
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS |
|
8 |
Overview |
|
8 |
Director Independence and Independence Determinations |
|
8 |
Board’s Role in Risk Oversight |
|
8 |
Board Structure |
|
8 |
Executive Sessions |
|
9 |
Board Committees and Meetings |
|
9 |
Corporate Governance Guidelines and Code of Business Conduct and Ethics |
|
12 |
Stockholder Communications with the Board |
|
12 |
Hedging and Pledging Policy |
|
12 |
Insider Trading Policy |
|
12 |
Clawback Policy |
|
12 |
PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
|
14 |
Appointment of Independent Registered Public Accounting Firm |
|
14 |
Audit Fees |
|
14 |
Audit Committee Pre-Approval Procedures for Independent Registered Public Accounting Firm |
|
14 |
AUDIT COMMITTEE REPORT |
|
16 |
EXECUTIVE OFFICERS |
|
17 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF THE COMPANY |
|
18 |
EXECUTIVE COMPENSATION |
|
22 |
Summary Compensation Table |
|
22 |
Narrative Disclosure to Summary Compensation Table |
|
22 |
Termination and Change in Control Arrangements |
|
23 |
Outstanding Equity Awards at December 31, 2025 |
|
24 |
DIRECTOR COMPENSATION |
|
25 |
TRANSACTIONS WITH RELATED PERSONS |
|
26 |
EQUITY COMPENSATION PLAN INFORMATION |
|
29 |
OTHER MATTERS |
|
30 |
OTHER INFORMATION |
|
31 |
Householding of Proxies |
|
31 |
Additional Filings |
|
31 |
Stockholder Proposals for the 2026 Annual Meeting |
|
31 |
Proxy Card |
|
31 |
i
Table of Contents
FALCON’S BEYOND GLOBAL, INC.
1768 PARK CENTER DRIVE
ORLANDO, FLORIDA 32835
2026 PROXY STATEMENT
GENERAL INFORMATION
The Board of Directors (the “Board”) of Falcon’s Beyond Global, Inc. (“Falcon’s,” the “Company,” “we” or “us”) is making this proxy statement (this “Proxy Statement”) available to you in connection with the solicitation of proxies for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held on Tuesday, June 9, 2026 at 10:00 a.m. Eastern Time, at our principal executive offices located at 1768 Park Center Drive, Orlando, FL 32835. At the Annual Meeting, our stockholders will:
Only stockholders of record at the close of business on April 13, 2026 (the “Record Date”) may vote at the Annual Meeting.
We are taking advantage of Securities and Exchange Commission (the “SEC”) rules that permit companies to furnish proxy materials to stockholders via the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”). If you received a Notice by mail, you will not receive a printed copy of our proxy materials unless you specifically request one by following the instructions contained in the Notice. The Notice instructs you on how to access our proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”), via the Internet, as well as how to vote online. We are first making this Proxy Statement and accompanying materials available to our stockholders on or about April 30, 2026.
YOUR VOTE IS IMPORTANT TO US. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE CAST YOUR VOTE PROMPTLY. YOU MAY VOTE OVER THE INTERNET OR BY SIGNING AND DATING A PROXY CARD AND RETURNING IT TO US BY MAIL.
By submitting your proxy using any of the methods above, and as specified in the Notice, you authorize each of Joanne Merrill, our Chief Financial Officer, and Bruce A. Brown, our Chief Legal Officer and Corporate Secretary, to represent you and vote your shares at the Annual Meeting in accordance with your instructions. Either one of them will be authorized to vote your shares at any postponements or adjournments of the Annual Meeting.
1
Table of Contents
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
Why am I being provided with these materials?
We are providing this Proxy Statement to you in connection with the Board’s solicitation of proxies to be voted at our Annual Meeting, to be held on Tuesday, June 9, 2026, and at any postponements or adjournments of the Annual Meeting. We have either (1) delivered to you a Notice and made such Notice, this Proxy Statement and the Annual Report (together, the “Proxy Materials”) available to you on the Internet or (2) delivered printed versions of the Proxy Materials, including a proxy card, to you by mail.
How can I attend and vote at the Annual Meeting?
If you are a stockholder of record as of the Record Date and you plan to attend the Annual Meeting, please save your Notice or proxy card you receive and bring it to the Annual Meeting as your admission ticket. If you plan to attend the Annual Meeting but your shares are not registered in your name, you must bring evidence of stock ownership, and valid legal proxy from your bank as of the Record Date, which you may obtain from your bank, stockbroker or other adviser, to be admitted to the Annual Meeting. No cameras, recording devices or large packages will be permitted in the Annual Meeting room.
How do I vote my shares without attending the Annual Meeting?
Stockholders of record. You may vote by granting a proxy in the following ways:
Stockholders with shares held in street name. If you are not a record holder and instead hold your shares through a bank, broker or other nominee, you may vote your shares by submitting your voting instructions to your bank, broker or other nominee. In most instances, such stockholders will be able to do this on the Internet or by mail as indicated above. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.
Internet voting facilities will close at 11:59 p.m., Eastern Time, on June 8, 2026 for the voting of shares held by stockholders of record.
Mailed proxy cards with respect to shares held of record or in street name must be received no later than 5:30 p.m., Eastern Time, on June 8, 2026.
What am I voting on at the Annual Meeting?
At the Annual Meeting, there are two proposals scheduled to be voted on:
Members of our management team and representatives of KPMG LLP are expected to be present at the Annual Meeting, where they will have an opportunity to make a statement if so desired and are expected to be available to respond to appropriate questions.
Who is entitled to vote?
Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting. Each holder of Common Stock on the Record Date is entitled to one vote for each share of Common Stock held by such holder. Holders of the Series B Preferred Stock are entitled to vote together with the Common Stock on an as-converted basis. Accordingly, holders of Series B Preferred Stock will be entitled to one vote for each whole share of Common Stock into which their Series B Preferred Stock is convertible. On the Record Date, there were 48,949,742 shares of Class A Common Stock and 72,292,470 shares of Class B Common Stock, and 6,897,869 shares of Series B Preferred Stock (representing 6,897,869 shares of Common Stock on an as-converted basis) outstanding and entitled to vote at the Annual Meeting.
2
Table of Contents
What is the difference between being a record holder and holding shares in street name?
A record holder holds shares in its name through Falcon’s transfer agent, Continental Stock Transfer & Trust Company (“Continental”). A “beneficial owner,” or a person or entity that holds their or its shares in “street name,” holds shares in the name of a bank, broker or other nominee on that person or entity’s behalf.
Am I entitled to vote if my shares are held in street name?
If your shares are held in street name, the Notice will be forwarded to you by your bank, broker or other nominee, along with a voting instruction card. You may vote by directing your bank, broker or other nominee how to vote your shares. In most instances, you will be able to do this over the Internet or by mail, as indicated above under “How do I vote my shares without attending the Annual Meeting?”
Under applicable rules, if you do not give instructions to your bank, broker or other nominee, it may vote on matters that are considered “routine,” but will not be permitted to vote your shares with respect to “non- routine” matters. The Ratification Proposal is a routine matter, but the Director Election Proposal is considered to be a non-routine matter, so your bank, broker or other nominee cannot vote your shares on the Director Election Proposal unless you provide voting instructions. If you do not provide voting instructions, your shares will not be voted on any non-routine matter, resulting in a “broker non-vote.”
As a street name holder, you will receive instructions from your bank, broker or other nominee that you must follow in order for your shares to be voted over the Internet or by mail. If you wish to vote in person at the meeting, you must obtain a legal proxy from the bank, broker or other nominee that holds your shares, and bring it, along with other evidence of stock ownership, with you to the meeting. Please follow the instructions that you receive from your broker, bank, or other nominee, in order for your vote to be counted.
How many shares must be present to hold the Annual Meeting?
In order for Falcon’s to conduct the Annual Meeting, we must have a quorum. Under our Bylaws (as defined below), holders of a majority in voting power of the shares of Common Stock and Series B Preferred Stock (on an as-converted to Common Stock basis) issued and outstanding and entitled to vote, present in person or remote communication or represented by proxy, constitute a quorum at the Annual Meeting. Abstentions and “broker non-votes” are counted as present or represented and entitled to vote for purposes of determining a quorum.
What does it mean if I receive more than one Notice or proxy card?
Receiving more than one Notice or proxy card generally means that you hold shares in more than one brokerage account. To ensure that all of your shares are voted, please sign and return each proxy card or voting instruction form that you receive, or, if you vote by Internet, vote once for each Notice, proxy card or voting instruction form that you receive.
Can I revoke my proxy or change my vote after I submit my proxy?
Yes, you may revoke or change your vote after submitting your proxy card.
Stockholders of record. Whether you have voted by Internet or mail, you may revoke your proxy or change your vote at any time before it is actually voted. A record holder may revoke his, her, their or its proxy by:
Stockholders with shares held in street name. If you wish to revoke your proxy or vote at the Annual Meeting, you must follow the instructions provided to you by your bank, broker or other nominee that is the record holder of your shares. Your attendance at the Annual Meeting will not, by itself, revoke your proxy.
3
Table of Contents
What am I voting on, how many votes are required to approve each item, how are votes counted and how does the Board recommend that I vote?
The table below summarizes the proposals that will be voted on, the vote required to approve each item, how votes are counted and how the Board recommends you vote:
Proposal |
|
Vote |
|
Voting |
|
Board |
|
Impact of Broker |
|
Impact of |
Proposal 1 — Director |
|
Plurality of |
|
“FOR” |
|
“FOR” |
|
No impact |
|
No impact |
Proposal 2 — Ratification |
|
Majority of |
|
“FOR” |
|
“FOR” |
|
No broker |
|
No impact |
Will any other business be conducted at the Annual Meeting?
We know of no other business that will be conducted at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the persons named in the form of proxy card (the “proxy holders”) who you have authorized to represent you and vote your shares at the Annual Meeting will vote your shares in accordance with their best judgment.
Who will pay for the cost of the proxy solicitation?
We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by our directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners (the holders of shares held in street name) and will be reimbursed for their reasonable expenses.
4
Table of Contents
PROPOSAL 1 — ELECTION OF DIRECTORS
Under our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Amended and Restated Bylaws (the “Bylaws”), the Board is divided into three classes. Only one class of directors is elected at each annual meeting of stockholders, and each class generally serves a three-year term following their election by stockholders. Each Class I director has a term that expires at the Company’s 2027 annual meeting of stockholders, each Class II director has a term that expires at the Company’s 2028 annual meeting of stockholders, and each Class III director has a term that expires this Annual Meeting.
There are currently six directors serving on the Board. Upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”), the Board has considered and nominated the following slate of Class III director nominees, each for a three-year term expiring at the Company’s 2029 annual meeting of stockholders: Gino P. Lucadamo and Cecil D. Magpuri. Action will be taken at the Annual Meeting for the election of these two director nominees.
It is intended that the proxies delivered pursuant to this solicitation will be voted by the proxy holders in favor of the election of Gino Lucadamo and Cecil D. Magpuri, except where proxies bear contrary instructions. Each of Messrs. Lucadamo and Magpuri have agreed to stand for election and has indicated they are willing to serve as a member of the Board. In the event that either Mr. Lucadamo or Mr. Magpuri should become unavailable for election due to any presently unforeseen reason, the proxy holders will have the right to use their discretion to vote for substitute nominee(s).
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026
The following information describes the offices held and other business directorships of each director nominee. Information regarding each nominee’s beneficial ownership of equity securities is shown under “Security Ownership of Certain Beneficial Owners and Management” below.
Gino P. Lucadamo, 67, has served as a member of our Board since September 2024. Most recently, Mr. Lucadamo founded and served as President of East Construction Management, a company focused on delivering services in hospitality, private aviation, hospitals, medical schools, and private education sectors nationwide, a position he held from 2010 to 2026. Mr. Lucadamo sold East Construction Management in 2024 and continues to provide the company with high-level advisory and consulting services. We believe that Mr. Lucadamo is qualified to serve as a member of the Board because of his experience in the delivery of services across many industries and because he offers important perspectives as Falcon’s refines location based entertainment and other entertainment offerings across the delivery of design, construction and operations services.
Cecil D. Magpuri, 60, has served as our Chief Executive Officer since the closing of the business combination between the Company and FAST Acquisition Corp. II, (the “Business Combination”) in October 2023. Mr. Magpuri is co-founder of Falcon’s Beyond Global, LLC and served as its Chief Executive Officer and a member of its board of managers from its inception in April 2021 until the closing of the Business Combination in October 2023. Mr. Magpuri previously served as President and Chief Creative Officer of Falcon’s Treehouse, LLC, which he co-founded with Marty Magpuri in 2000, and which was later rebranded as Falcon’s Creative Group and expanded to include Falcon’s Digital Media and Falcon’s Licensing. Mr. Magpuri was named to the Blooloop 50 Theme Park Influencers list from 2018-2020, and, in 2010, received the Asian Heritage Award for Innovation and Technology. Mr. Magpuri earned his Bachelor of Arts in Applied Arts and Sciences with an emphasis in Environmental Design and a distinction in Art from San Diego State University. We believe that Mr. Magpuri is qualified to serve as a member of the Board because of his extensive experience and background in the entertainment development and operations industry, his role as co-founder of the Falcon’s Business and his role in the creation of the Company, including his visionary leadership of the Company from inception to date.
Directors are elected by a plurality of the votes cast at the Annual Meeting.
OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.
Continuing Members of the Board of Directors
In addition to the directors nominated for election at the Annual Meeting, the following directors currently serve on our Board:
Class I, with a term expiring at the 2027 Annual Meeting of Stockholders:
Jarrett T. Bostwick, 52, has been a member of our Board since the closing of the Business Combination in October 2023. Mr. Bostwick is a managing director and private advisor with the Bostwick Walters Wealth Partners at Rockefeller Capital
5
Table of Contents
Management (“Rockefeller”), a position he has held since Rockefeller acquired Spearhead Capital Advisors, a full-service financial services platform, in June 2022. Mr. Bostwick founded Spearhead Capital in 2011 and served as partner and general counsel since its founding. At Rockefeller (and previously Spearhead Capital), Mr. Bostwick has implemented diverse private and public investment strategies on behalf of clients and has assisted in helping clients secure structured capital and financings from the capital markets. Mr. Bostwick also serves as managing principal of National Financial Companies, a multi-family office venture capital investment firm, a position he has held since 2008. At National Financial Companies he works with his partners to acquire, grow, and divest of companies in a variety of market sectors. Prior to joining National Financial Companies he was a partner in the law firm of Handler Thayer, LLP in Chicago, which provides professional services to affluent families, family offices and privately held companies, from 2005 to 2011. He remains of counsel to the firm. Prior to joining Handler Thayer he was a partner in the Wealth Planning & Philanthropy Group of Gardner, Carton & Douglas, LLP. He joined as an associate in 2003 and served until 2005. Prior to Gardner, Carton & Douglas LLP, Mr. Bostwick served as a senior manager in the tax practice of Ernst & Young, where he managed and coordinated global tax engagements for corporate clients of EY, in addition to serving as a national tax specialist in several areas of specific tax provisions of the Internal Revenue Code. He also worked closely with the audit practice insofar as he was responsible for overseeing the final tax provisions included in corporate financial statements and audits for several of EY’s corporate clients which were publicly listed. Mr. Bostwick has been recognized widely during his legal career, including being named by Worth Magazine in 2005 as one of the “Top 100 Attorneys in the United States” for affluent clients. He earned his Bachelor of Arts in International Affairs at the George Washington University in Washington, D.C., his Juris Doctorate Degree from Gonzaga University School of Law in Spokane, Washington, and his Masters of Law in Taxation from the University of Washington School of Law in Seattle, Washington. He currently serves on the Board of the Foundation for Animal Care and Education, a San Diego based not-for-profit focusing on saving companion animals and other animals from economic euthanasia by providing financial support for life saving health care services for such animals and families in need. He also serves on the regional board of the Casey Cares Foundation, a not-for-profit that provides families with children facing critical health care issues with economic, emotional, and experiences to enhance the positive outcome for the families they serve. Casey Cares operates in 22 states around the United States. We believe that Mr. Bostwick is qualified to serve as a member of the Board because of his significant experience in the finance industry.
Scott Demerau, 64, has served as our Executive Chairman of the Board of Directors since the closing of the Business Combination in October 2023 and as of June 9, 2026, following the completion of the Annual Meeting, he will become a non-employee and will transition to the role of non-executive Chairman of the Board. Mr. Demerau is co-founder of Falcon’s Beyond Global, LLC and served as its Executive Chairman and a member of the board of managers from its inception in April 2021 until the closing of the Business Combination in October 2023. Mr. Demerau is also the co-founder and has been President of Producciones de Parques, S.L. since 2005, developing and launching House of Katmandu, the first Katmandu location in Mallorca, Spain, later rebranded as Katmandu Park. In 2012, Mr. Demerau was instrumental in establishing a joint venture relationship with Meliá Hotels International, where Producciones de Parques transitioned to become a joint venture entity. Mr. Demerau also co-founded Katmandu Group, where he served as the Chairman and Chief Executive Officer since its inception in 2013. In that role, Mr. Demerau oversaw the growth and expansion of the Katmandu Business and the development of the joint venture relationship with Meliá. Mr. Demerau’s career in the family entertainment industry began in 1985 when he and his wife, Julia Demerau, co-founded Fantasy Golf Development Company to develop, build and operate the Mountasia Family Fun Centers, a multi-attraction chain that spanned 24 locations and went public in 1993 as Mountasia Entertainment International, later acquiring the Malibu Grand Prix company with over 20 locations, where Mr. Demerau served in the roles of Chairman, Chief Executive Officer and a member of the board of managers. Mr. Demerau holds a Bachelor of Science in Business from Ferris State University. We believe that Mr. Demerau is qualified to serve as a member of the Board due, among other things, to his extensive background and experience in the entertainment development and operations industry, his role as co-founder of the Katmandu Business and his role in the creation of the Company, including his visionary leadership of the Company from inception to date.
Class II, with a term expiring at the 2028 Annual Meeting of Stockholders:
Iraida Que De Vera, 67, has been a member of our Board since February 2026. She is the Founder and CEO of Amor Maximus, a family office established to preserve and enhance generational wealth while improving lives worldwide. Amor Maximus invests meaningfully in businesses and communities across key sectors such as real estate, film and entertainment, natural resources, digital services, and wellness. Ms. Que De Vera built a decades-long career in the United States as a top-producing real estate broker and agent, successfully navigating multiple international markets, including Las Vegas, Vancouver, Milan, Manila, and various metropolitan areas in California. In her senior roles at private companies in the United States and abroad, she has supported strategic diversification of business portfolios by expanding trade between the United States and Asia. In another career highlight, Ms. Que De Vera served as executive producer of the internationally acclaimed documentary, Harana, which focuses on the lost art of traditional Filipino courtship by serenade. In addition to the Falcon’s Beyond Global, Inc. Board of Directors, Ms. Que De Vera serves on the Board of Directors of Mercury Group of Companies, Inc. She has also been a lifelong supporter of grassroots educational initiatives as a director of the IQuest Charitable Foundation based in Nevada. Ms. Que De Vera holds a Bachelor of Science in Commerce, major in Accounting, cum laude honors, from Assumption College, San Lorenzo, Makati, Philippines. She earned Certification in Interior Design from the Istituto Marangoni in Milan, Italy, and also studied Interior Design at the University of Santo Tomas, Manila, Philippines. She is a Licensed and Certified Public Accountant in the Philippines, has held a Real Estate Broker License in California for more than 30 years and is a Certified Luxury Home Marketing Specialist. We believe that Ms. Que De Vera is qualified to serve as a member of the Board because of her financial expertise,
6
Table of Contents
extensive international business experience, and industry experience across real estate, entertainment and design and thus brings the right expertise and experience to the Board.
Marie L. Kim, 70, has been a member of our Board since 2025. She has served as Administrator of the Florida Neurological Center (FNC) since 1998. Under her executive leadership and skilled guidance, FNC has evolved from a single-practitioner clinic into a comprehensive neurological facility. Marie’s expertise spans financial management, strategic planning, and operational oversight. She has led initiatives in budgeting, capital investment, cost control, contract negotiation, and compliance, consistently driving growth and sustainability. Her experience also includes ownership and management of a fine dining restaurant, where she was responsible for financial reporting, audit preparation, and cash flow analysis, skills that translate seamlessly into board-level governance. Ms. Kim holds advanced certifications in functional medicine and nutrition and is currently pursuing a Ph.D. in functional nutrition. Her multidisciplinary background, including prior roles in education and psychology, reflects a deep commitment to holistic leadership and community impact. We believe that Ms. Kim is qualified to serve as a member of the Board because she brings a unique blend of healthcare administration, financial stewardship, and entrepreneurial insight.
7
Table of Contents
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS
Overview
The Board directs and oversees the management of the business and affairs of the Company and carries out its oversight responsibilities through meetings and actions of the Board and its three standing committees: the Audit Committee of the Board (the “Audit Committee”), the Compensation Committee of the Board (the “Compensation Committee”), and the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”).
Board’s Role in Risk Oversight
As part of the Board’s meetings, our Board reviews and seeks to assess on an ongoing basis the risks faced by the Company in executing its business plans. These risks include business, operational, technological, cybersecurity, financial and liquidity risks. The Board periodically receives updates from management on the primary risks facing the Company and the measures the Company is taking to mitigate such risks.
Our Board dedicates time to review and consider the relevant risks that need to be addressed at the time of any Board meeting. In addition to the full Board, the Audit Committee plays an important role in the oversight of the Company’s risk management processes, as well as assessing the Company’s major financial risk exposures. The Compensation Committee is charged with reviewing our compensation policies and practices and confirming that they do not encourage risk taking in a manner that would have a material adverse impact on the Company. The Nominating and Corporate Governance Committee is responsible for overseeing risks related to our governance processes. Each of the Board’s committees reports its findings to the full Board for consideration.
Our Board’s role in risk oversight at the Company is consistent with the Company’s leadership structure, with the Chairperson, CEO, and other members of senior management having responsibility for assessing and managing the Company’s risk exposures, and our Board and its committees providing oversight in connection with those efforts and attempts to mitigate identified risks.
Director Independence and Independence Determinations
The Board has established guidelines (the “Corporate Governance Guidelines”) that define an “independent director” to align with the definition provided under the corporate governance requirements of the Nasdaq Stock Market LLC (collectively, the “Nasdaq Rules”). Under Nasdaq Rule 5605(a)(2), a director is not independent unless the Board affirmatively determines that they do not have a direct or indirect relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of the Company. Directors who serve on the Audit Committee and Compensation Committee are subject to additional independence requirements under applicable SEC rules and Nasdaq Rules.
The Board, upon the recommendation of the Nominating and Corporate Governance Committee, makes its director independence determinations annually in connection with the preparation of the Company’s proxy statement. In making its independence determinations, the Board considers relevant facts and circumstances in addition to the requirements of Nasdaq Rule 5605(a)(2). In connection with its annual review, the Nominating and Corporate Governance Committee has made a recommendation to the Board regarding director independence, and the Board has affirmatively determined that Mr. Bostwick, Ms. Kim, Mr. Lucadamo, and Ms. Que De Vera are each independent within the meaning of the Nasdaq Rules, including with respect to committee service. The Board has determined that all of the members of the Audit Committee (Mr. Bostwick, Ms. Kim and Mr. Lucadamo) are “independent” for purposes of service on the Audit Committee in accordance with Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10A-3 thereunder, and that all of the members of the Compensation Committee (Mr. Bostwick, Ms. Kim and Mr. Lucadamo) are “independent” for purposes of service on the Compensation Committee in accordance with Nasdaq rules.
Board Structure
The Board retains the flexibility to determine whether the roles of Chairperson and Chief Executive Officer (“CEO”) should be combined or separated, based on what the Board believes is in the best interests of the Company at a given point in time. The Board believes that this flexibility is in the best interests of the Company and that a one-size-fits-all approach to corporate governance, with a mandated independent Chairperson, would not result in better governance or oversight. The Board has determined that a split in the role of Chairperson and CEO is appropriate and in the best interests of the Company’s shareholders.
Currently, Scott Demerau is the Executive Chairman of the Company and Cecil D. Magpuri serves in the role of CEO and director, respectively. Following the Annual Meeting, the Board believes the Company and its stockholders will best be served by no longer having an executive chairman. Upon completion of the Annual Meeting on June 9, 2026, then, the Executive Chairman
8
Table of Contents
shall become non-executive Chairman. At the recommendation of the Nominating and Corporate Governance Committee, the Board believes that Mr. Demerau should serve as Chairman of the Board. Mr. Demerau, in the Chairperson role, shall cease to be an employee and officer of the Company and shall not have any authority or duties held prior to the Annual Meeting except the authority and duties as Chairman of the Board, as set forth in our Bylaws. Mr. Demerau, as Chairman of the Board, and pursuant to the Company's bylaws, will perform the customary duties, including, but not limited to: (i) chairing meetings of the Board and the Company's shareholders, (ii) preparing the agenda for meetings of the Board in coordination with the Chief Executive Officer and other members of the Board, (iii) consulting with and supporting the Chief Executive Officer for the corporate and strategic values and priorities, including short-term and long-term planning activities and growth strategies, of the Company, and (iv) assisting in communications with investors, analysts and public relations, as needed. In addition, Mr. Magpuri, in his role as CEO and director, is able to effectively communicate the Board’s views within the Company’s management teams and help ensure that the Company’s leadership teams are coordinated and act with a common purpose in executing on synergistic opportunities.
Executive Sessions
From the date of the Annual Meeting and Scott Demerau's change in role from Executive Chairman to non-executive chairman, Cecil D. Magpuri, as CEO, will be the only executive who also serves on our Board. The Board regularly meets in executive session without members of management present. Each of the standing committees of the Board also meets regularly in executive session without members of management present.
Board Committees and Meetings
The following table summarizes the current membership of each of the standing committees of the Board.
|
|
Audit |
|
Compensation |
|
Nominating |
Scott Demerau |
|
— |
|
— |
|
— |
Cecil D. Magpuri |
|
— |
|
— |
|
— |
Jarrett T. Bostwick* |
|
X |
|
X |
|
X |
Gino P. Lucadamo* |
|
X |
|
X |
|
X |
Marie L. Kim*^ |
|
X |
|
X |
|
X |
Iraida Que De Vera*' |
|
— |
|
— |
|
— |
* Independent Director
^ Appointed in September 2025
' Appointed in February 2026
During the fiscal year ended December 31, 2025, our Board held three meetings, our Audit Committee held five meetings, our Compensation Committee held no meetings but acted by written consent four times, and our Nominating and Corporate Governance Committee held no meetings but acted by written consent one time. During fiscal 2025, no member of the Board attended fewer than 75% of the aggregate of the total number of meetings of the Board and committees on which such director served (held during the period that such director served).
Our Corporate Governance Guidelines provide that all directors are expected to make best efforts to attend all meetings of the Board, meetings of the committees of which they are members and the annual meeting of stockholders.
Audit Committee. All members of the Audit Committee are “independent” in accordance with the Nasdaq Rules and rules of the SEC applicable to boards of directors in general and audit committee members in particular. The Board has determined that each member of the Audit Committee is “financially literate” within the meaning of the Nasdaq Rules because each member is able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement. In addition, the Board has determined that Mr. Bostwick qualifies as an “audit committee financial expert” as defined by Item 407(d) of Regulation S-K, and therefore, also satisfies the “financial sophistication” requirement in accordance with Nasdaq Rule 5605(c)(2)(A).
The duties and responsibilities of the Audit Committee include:
9
Table of Contents
With respect to our reporting and disclosure matters, the Audit Committee is also responsible for reviewing and discussing with the independent registered public accounting firm and management our annual audited financial statements and our quarterly financial statements prior to their inclusion in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or other publicly disseminated materials in accordance with the applicable SEC rules and regulations.
The Audit Committee operates pursuant to a charter adopted by the Board. The Audit Committee Charter is available on the Investor Relations — Corporate Governance page of the Company’s website, https://falconsbeyond.com.
Compensation Committee. All members of the Compensation Committee are “independent” in accordance with the Nasdaq Rules and SEC rules applicable to boards of directors in general and compensation committees in particular. In addition, all members of the Compensation Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.
The Compensation Committee is responsible for reviewing and overseeing our compensation policies and practices and meets regularly throughout the year to review and discuss, among other items, our compensation philosophy and compensation governance. With respect to executive compensation, the Compensation Committee has the authority to:
Additional duties and responsibilities of the Compensation Committee include:
10
Table of Contents
The Compensation Committee may delegate to one or more officers, or a subcommittee composed of one or more of its members, the authority to make grants and awards to non-executive officers of the Company. The Compensation Committee has engaged and received advice from an independent compensation consultant, Mercer (US) Inc. (“Mercer”), to assist the Compensation Committee in developing its compensation program. Mercer has provided peer-based benchmarking services and advice with respect to the company’s executive and director compensation programs.
The Compensation Committee operates pursuant to a written charter adopted by the Board. The Compensation Committee Charter is available on the Investor Relations — Corporate Governance page of the Company’s website, https://falconsbeyond.com.
Nominating and Corporate Governance Committee. All members of the Nominating and Corporate Governance Committee are “independent” in accordance with the Nasdaq Rules. The duties and responsibilities of the Nominating and Corporate Governance Committee primarily include assisting the Board in its responsibilities with respect to, among other things:
The Nominating and Corporate Governance Committee develops guidelines that set forth the criteria and qualifications for Board membership, including, but not limited to, minimum individual qualifications, relevant career experience and technical skills, industry knowledge and experience, financial expertise, geographic ties, familiarity with the Company’s business, independence under applicable SEC rules and the Nasdaq Rules, and ability to work collegially with others. The Nominating and Corporate Governance Committee uses these guidelines to identify and evaluate potential director candidates to determine their qualifications to serve on our Board as well as their compatibility with the culture of the Company, its philosophy and its Board and management.
When considering director candidates, the Nominating and Corporate Governance Committee and the Board seek individuals with backgrounds and qualities that, when combined with those of our incumbent directors, enhance the Board’s effectiveness and, as required by the Governance Guidelines, result in the Board having a broad range of skills, expertise, industry knowledge, diversity of opinion and contacts relevant to the Company’s business. In addition, director nominees are expected to have demonstrated business acumen, experience and ability to exercise sound judgment in matters that relate to the current and long-term objectives of the Company, and to be willing and able to contribute positively to the decision-making process of the Company. We also expect nominees to be committed to understanding the Company and its industry and to regularly attend and participate in meetings of the Board and any Board committees on which they serve.
The Nominating and Corporate Governance Committee considers the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee considers potential director candidates.
Candidates may come to the attention of the Nominating and Corporate Governance Committee through current Board members, professional search firms, stockholders or other persons. The Nominating and Corporate Governance Committee is responsible for conducting appropriate inquiries into the backgrounds and qualifications of potential director candidates and their suitability for service on our Board.
The Nominating and Corporate Governance Committee will evaluate director candidates recommended by stockholders in the same manner in which the Nominating and Corporate Governance Committee evaluates any other director candidate. Any such recommendation should be submitted to the Chief Legal Officer & Corporate Secretary in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Chief Legal Officer & Corporate Secretary, 1768 Park Center Drive, Orlando, FL 32835. All recommendations for nomination received by the Chief Legal Officer & Corporate Secretary that satisfy the requirements under the Bylaws relating to such director nominations will be presented to the Board for its consideration. Stockholders must also satisfy the notification, timeliness, consent and information requirements set forth in the Bylaws. These requirements are also described under the section entitled “Stockholder Proposals for the 2027 Annual Meeting.”
The Nominating and Corporate Governance Committee operates pursuant to a written charter adopted by the Board. The Nominating and Corporate Governance Committee Charter is available on the Investor Relations — Corporate Governance page of the Company’s website, https://falconsbeyond.com.
11
Table of Contents
Corporate Governance Guidelines and Code of Business Conduct and Ethics
Corporate Governance Guidelines. To further our commitment to sound governance, our Board has adopted Corporate Governance Guidelines to facilitate the Board’s oversight and review and make decisions with respect to the Company’s business operations that are independent from management. The Corporate Governance Guidelines set forth the practices regarding Board and committee composition, selection and performance evaluations; Board meetings; director qualifications and expectations, including with respect to continuing education; and management succession planning. The Corporate Governance Guidelines are available on the Investor Relations page of the Company’s website at https://falconsbeyond.com.
Code of Business Conduct and Ethics. We maintain a Code of Conduct that is applicable to all of our directors, officers and employees. The Code of Conduct sets forth standards of ethical business conduct, including conflicts of interest, compliance with applicable laws, rules and regulations, timely and truthful disclosure, and reporting mechanisms for illegal or unethical behavior. The Code of Conduct also satisfies the requirements for a code of ethics as defined by Item 406 of Regulation S-K promulgated by the SEC. If the Company were to amend or waive any provision of the Code of Conduct that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, the Company intends to satisfy its disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on its website set forth above, rather than by filing a Current Report on Form 8-K. Amendments and waivers to the Code of Conduct must be approved by our Board or a Board committee and will be promptly disclosed (other than technical, administrative or non-substantive changes) on our website. The Code of Conduct is available on the Investor Relations page of the Company’s website, https://falconsbeyond.com.
Stockholder Communications with the Board
Stockholders may communicate with our Board, or to specific individual directors of the Board, including the Chairperson of the Board, chairperson of the Audit, Compensation or Nominating and Corporate Governance Committees, or to the independent directors as a group, by addressing such communications to the Chief Legal Officer & Corporate Secretary, and sending them to the Company at 1768 Park Center Drive, Orlando, FL 32835. The Chief Legal Officer & Corporate Secretary will forward such communications upon receipt as appropriate.
Insider Trading Policy
We have
Hedging and Pledging Policy
Pursuant to the Company’s Insider Trading Policy, all directors, officers and employees of the Company are prohibited from entering into hedging transactions or similar arrangements with respect to Company securities, holding Company securities in a margin account or pledging Company securities as collateral for a loan.
Clawback Policy
We maintain a compensation clawback policy covering each of our current and former executive officers, in accordance with Nasdaq and SEC rules. The policy provides that, subject to the limited exemptions provided by Nasdaq rules, if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws, the Compensation Committee must reasonably and promptly seek recovery of any incentive compensation paid or awarded to the executive officer, to the extent that the compensation (i) was based on erroneous financial data and (ii) exceeded what would have been paid to the executive officer under the restatement. Recovery applies to any such excess incentive compensation received by any covered executive officer, while he or she was an executive officer, during the three completed fiscal years immediately preceding the date on which the Company determines an accounting restatement is required. For more information, see the full text of our clawback policy, which is incorporated by reference into our Annual Report on Form 10-K.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
12
Table of Contents
awareness of any material non-public information regarding the Company. The Company does
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than 10% of our common shares, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of our equity securities. To our knowledge, based solely on a review of the copies of such reports filed with the SEC and written representations from certain reporting persons, we believe that our directors and executive officers, and greater than 10% shareholders, complied with the applicable reporting requirements of Section 16(a) during the year ended December 31, 2025, except that, due to an inadvertent error, one Form 4 on behalf of Mr. Brown reporting the withholding of shares to cover tax liabilities and one Form 4 on behalf of Mses. Whittaker and Merrill to report the withholding of shares to cover tax liabilities and the acquisition of shares were filed late. Additionally, Mses. Merrill and Whittaker failed to file one Form 4 reporting the
withholding of shares to cover tax liabilities during the year ended December 31, 2024 and Messrs. Brown and Philips failed to
file one Form 4 reporting the withholding of shares to cover tax liabilities during for each of the years ended December 31, 2025
and December 31, 2024.
13
Table of Contents
PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Appointment of Independent Registered Public Accounting Firm
The Audit Committee is responsible for the appointment, evaluation, compensation, retention, and, if appropriate, termination of the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report of the Company’s financial statements. The Audit Committee has selected KPMG LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
Stockholder approval is not required to appoint KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. Our Board believes, however, that submitting the appointment of KPMG LLP to the stockholders for ratification is a matter of good corporate governance. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the appointment is ratified, our Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines such a change would be in our best interests. The ratification of the appointment of KPMG LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast at the Annual Meeting.
Representatives of KPMG LLP are expected to be present at the Annual Meeting, and will have the opportunity to make a statement as they desire and are expected to be available to respond to appropriate questions from stockholders.
Audit Fees
As disclosed below, KPMG LLP began serving as our independent registered accounting firm in 2025. The following table sets forth the aggregate fees billed to us for the fiscal years ended December 31, 2025 and December 31, 2024 by KPMG LLP:
|
|
2025 |
|
|
2024 |
|
|
||
Audit Fees(1) |
|
$ |
1,638,149.00 |
|
|
$ |
— |
|
|
Audit-Related Fees(2) |
|
|
— |
|
|
|
— |
|
|
Tax Fees(3) |
|
|
— |
|
|
|
— |
|
|
All Other Fees(4) |
|
|
— |
|
|
|
— |
|
|
Total: |
|
$ |
1,638,149.00 |
|
(5) |
$ |
— |
|
(6) |
December 31, 2025. There were no Audit-Related, Tax, or Other Fees associated with Deloitte & Touche LLP’s engagement for the fiscal year ended December 31, 2025.
December 31, 2024. There were no Audit-Related, Tax, or Other Fees associated with Deloitte & Touche LLP’s engagement for the fiscal year ended December 31, 2024.
Audit Committee Pre-Approval Procedures for Independent Registered Public Accounting Firm
Pursuant to its Certificate of Incorporation and the Company’s Audit Committee Pre-Approval Policy (the “Pre-Approval Policy”), the Audit Committee reviews and pre-approves the audit services to be provided by the Company’s independent registered accounting firm, and also reviews and pre-approves the engagement of the independent registered accounting firm for the provision of other services during the year, including audit-related, tax and other permissible non-audit services. For each proposed service, the Pre-Approval Policy requires that the Company’s management and the independent registered public accounting firm submit to the Audit Committee detailed supporting documentation at the time of approval to permit the Audit Committee to make a determination as to whether the provision of such services would impair the independent registered public accounting firm’s independence, and whether the fees for the services are appropriate.
Changes in Independent Registered Public Accounting Firm
14
Table of Contents
As previously disclosed in the Current Report on Form 8-K filed with the SEC on May 23, 2025 (the “May 23, 2025 Form 8-K”), on May 22, 2025, the Audit Committee engaged KPMG LLP as the Company’s and Falcon’s Creative Group, LLC’s (“FCG”) independent registered public accounting firm for the fiscal year ending December 31, 2025 and approved the dismissal of Deloitte & Touche LLP as the Company’s and FCG’s independent registered public accounting firm, effective on the same day. The reports of Deloitte & Touche LLP on the Company’s and the FCG’s consolidated financial statements for the fiscal years ended December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except for an explanatory paragraph in its reports related to the Company’s consolidated financial statements for the fiscal years ended December 31, 2024 regarding the substantial doubt about the Company’s ability to continue as a going concern.
During the fiscal year ended December 31, 2024 and through May 22, 2025, there were (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Deloitte & Touche LLP’s satisfaction, would have caused Deloitte & Touche LLP to make reference thereto in their reports, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, other than the material weaknesses in internal controls identified by management, as disclosed in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Audit Committee discussed the Company’s material weaknesses in internal control over financial reporting with Deloitte & Touche LLP, and the Company has authorized Deloitte & Touche LLP to respond fully to inquiries of KPMG LLP concerning such material weaknesses.
The Company provided Deloitte & Touche LLP with a copy of the above disclosures and requested that Deloitte & Touche LLP furnish the Company with a letter addressed to the SEC stating whether Deloitte & Touche LLP agrees with the statements made by the Company in this report and, if not, stating the respects in which it does not agree. A copy of Deloitte and Touche LLP’s letter, dated May 23, 2025, was attached as Exhibit 16.1 to the May 23, 2025 Form 8-K.
OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP, AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
15
Table of Contents
AUDIT COMMITTEE REPORT
The Audit Committee consists solely of independent directors, as required by and in compliance with SEC rules and regulations and the Nasdaq Rules. The Audit Committee operates pursuant to the Audit Committee Charter, which is a written charter adopted by the Board.
The Audit Committee is responsible for assisting the Board in its oversight responsibilities related to accounting policies, internal controls, financial reporting, and legal and regulatory compliance. Management of the Company has the primary responsibility for the Company’s financial reporting processes, principles and internal controls as well as the preparation of its financial statements. The Company’s independent registered public accounting firm is responsible for performing an audit of the Company’s financial statements and expressing an opinion as to the conformity of such financial statements with accounting principles generally accepted in the United States (“U.S. GAAP”).
The Audit Committee has reviewed and discussed the Company’s audited financial statements as of and for the year ended December 31, 2025 with management and KPMG LLP. The Audit Committee has discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”). In addition, the Audit Committee has received the written disclosures and the letter from KPMG LLP required by applicable requirements of the PCAOB regarding KPMG LLP's communications with the Audit Committee concerning independence, and has discussed with the independent registered accounting firm its independence.
Based on the review and discussions described above, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the SEC.
Submitted by the Audit Committee of the Company’s Board.
Jarrett T. Bostwick |
|
Marie L. Kim |
|
Gino P. Lucadamo |
The foregoing Audit Committee Report shall not be deemed to be soliciting material or be incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, except to the extent the Company specifically incorporates this information by reference, and shall not otherwise be deemed to be filed with the SEC under the Securities Act or the Exchange Act.
16
Table of Contents
EXECUTIVE OFFICERS
The following table sets forth the name, age and position(s) of each of our current executive officers. Our executive officers are appointed by, and serve at the discretion of, our Board. There are no family relationships among our directors and executive officers. For biographical information on Mr. Magpuri, see Proposal No. 1 — Election of Directors.
Name |
|
Age |
|
Position |
Scott Demerau |
|
64 |
|
Executive Chairman(1) |
Cecil D. Magpuri |
|
60 |
|
Chief Executive Officer and Director |
Joanne Merrill |
|
56 |
|
Chief Financial Officer |
Yvette Whittaker |
|
54 |
|
Chief Corporate Officer |
Bruce A. Brown |
|
57 |
|
Chief Legal Officer & Corporate Secretary |
Joanne Merrill, 56, has served as our Chief Financial Officer since the closing of the Business Combination. Prior to that, Ms. Merrill served as Chief Financial Officer of Falcon’s Beyond Global, LLC since August 2021. Prior to joining the Company, Ms. Merrill served as the Chief Financial Officer of Entertainment Technology Partners, an event technology services company in Orlando, Florida, from May 2017 to July 2021. Prior to that, she was the Vice President of Finance and Corporate Controller of Hard Rock International, a hospitality and entertainment company, from April 2007 to May 2017. Ms. Merrill began her career as a mechanical engineer before becoming a Chartered Accountant in England and Wales and a Certified Public Account in the US serving as a senior manager at PricewaterhouseCoopers. Ms. Merrill holds a Bachelor of Engineering degree in Mechanical Engineering from the University of Bath.
Yvette Whittaker, 54, has served as our Chief Corporate Officer since the closing of the Business Combination. Prior to that, Ms. Whittaker was Chief Corporate Officer of Falcon’s Beyond Global, LLC since July 2021. Ms. Whittaker previously served as Executive Vice President of Operations of Falcon’s Creative Group, a role she held since July 2011. Ms. Whittaker joined Treehouse at the company’s inception in February of 2000 and has served in roles of increasing management responsibility in the areas of business operations, scheduling, budgeting, client relations and marketing.
Bruce A. Brown, 57 has served as our Chief Legal Officer & Corporate Secretary since April 2024, and served as our Executive Vice President of Legal, General Counsel & Corporate Secretary from the closing of the Business Combination in October 2023 to April 2024. Mr. Brown has over 20 years of legal experience and, prior to joining the Company, Mr. Brown served as Senior Vice President, Deputy General Counsel of Hilton Grand Vacations from April 2022 to May 2023. Prior to that, Mr. Brown severed as Vice President and General Counsel of Tupperware Brands from June 2020 to April 2022. From June 2008 to June 2020, Mr. Brown held various positions at Darden Restaurants, Inc., where he most recently served as Vice President, Associate General Counsel and Assistant Secretary. Prior to his time at Darden Restaurants, Mr. Brown held legal positions at World Kinect (formerly World Fuel Services), NICE Systems, Inc. and American Express Company. Mr. Brown has held additional roles with American Express Company, General Electric Company and Xerox Corporation. Mr. Brown currently serves on the Board of Directors of Community Legal Services located in Orlando, Florida, a not-for-profit organization that promotes equal access to justice. Mr. Brown holds a Bachelor’s degree from Howard University and a J.D. from Howard University School of Law.
17
Table of Contents
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF THE COMPANY
The following table shows information with respect to the beneficial ownership of our Common Stock as of April 24, 2026, for:
As of April 24, 2026, there were 48,966, 970 shares of Class A Common Stock and 72,275,242 shares of Class B Common Stock, and 6,897,869 shares of Series B Preferred Stock issued and outstanding. Except as indicated by footnote and subject to community property laws where applicable, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of Common Stock and Preferred Stock shown as beneficially owned by them. The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities.
Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days, such as upon the exercise of warrants held by such person or issuable pursuant to the vesting of RSUs held by such person. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.
Voting power represents the combined voting power of shares of Class A Common Stock, Class B Common Stock, and Series B Preferred Stock (on an as-converted to Class A Common Stock basis) owned beneficially by such person. On all matters to be voted upon, holders of Class A Common Stock and Class B Common Stock will be entitled to cast one vote per share of on all matters to be voted on by stockholders and holders of Series B Preferred Stock will be entitled to vote on an as-converted basis. Generally, holders of all classes of Common Stock and Preferred Stock vote together as a single class.
18
Table of Contents
Name and Address of Beneficial Owner(1) |
|
Number of |
|
|
% Ownership |
|
|
Number of |
|
|
% Ownership |
|
|
Number of Shares of Series B Preferred Stock |
|
|
% Ownership |
|
|
% of |
|
|||||||
5% Holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Infinite Acquisitions Partners LLC(2) |
|
|
15,313,249 |
|
|
|
31.27 |
% |
|
|
13,000,000 |
|
|
|
17.99 |
% |
|
|
4,349,806 |
|
|
|
63.06 |
% |
|
|
25.49 |
% |
Katmandu Ventures, LLC(3) |
|
|
— |
|
|
|
— |
|
|
|
28,716,097 |
|
|
|
39.73 |
% |
|
|
— |
|
|
|
— |
|
|
|
22.41 |
% |
CilMar Ventures, LLC, Series A(4) |
|
— |
|
|
|
— |
|
|
|
29,066,097 |
|
|
|
40.22 |
% |
|
|
— |
|
|
|
— |
|
|
|
22.68 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Directors and Executive Officers of the |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Scott Demerau |
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Cecil D. Magpuri(4) |
|
— |
|
|
— |
|
|
|
29,066,097 |
|
|
|
40.22 |
% |
|
|
— |
|
|
|
— |
|
|
|
22.68 |
% |
||
Joanne Merrill(5)* |
|
|
20,006 |
|
|
|
0.04 |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.02 |
% |
Bruce A. Brown(6)* |
|
|
11,522 |
|
|
|
0.02 |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.01 |
% |
Yvette Whittaker(7)* |
|
|
27,985 |
|
|
|
0.06 |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.02 |
% |
Jarrett T. Bostwick(8)* |
|
|
13,053 |
|
|
|
0.03 |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.01 |
% |
Gino P. Lucadamo(9)* |
|
|
27,410 |
|
|
|
0.06 |
% |
|
|
480,000 |
|
|
|
0.66 |
% |
|
|
326,981 |
|
|
|
4.74 |
% |
|
|
0.65 |
% |
Marie L. Kim(10) |
|
|
169,127 |
|
|
|
0.35 |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.13 |
% |
Iraida Que De Vera(11) |
|
|
691,563 |
|
|
|
1.41 |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.54 |
% |
All directors and executive officers as a group |
|
|
960,666 |
|
|
|
1.96 |
% |
|
|
29,546,097 |
|
|
|
40.88 |
% |
|
|
326,981 |
|
|
|
4.74 |
% |
|
|
24.06 |
% |
* Less than one percent
19
Table of Contents
20
Table of Contents
21
Table of Contents
EXECUTIVE COMPENSATION
This section discusses the material components of the executive compensation program for the executive officers of Falcon’s who were “named executive officers,” or NEOs for fiscal 2025.
As an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such term is defined in the rules promulgated under the Securities Act, which, in general, require compensation disclosure for our principal executive officer and its two other most highly compensated executive officers, referred to herein as our NEOs.
The primary objectives of our executive compensation programs are to attract and retain talented executives to effectively manage and lead our Company. Our named executive officers (our “NEOs”) for fiscal 2025 are:
Summary Compensation Table
The following table provides summary information concerning compensation of our named executive officers for services rendered to us during fiscal years indicated.
Name and Principal Position |
|
Year |
|
Salary ($) |
|
|
Bonus ($) |
|
|
Stock |
|
|
All Other |
|
|
Total ($) |
|
|||||
Scott Demerau |
|
2025 |
|
|
494,000 |
|
|
|
— |
|
|
|
— |
|
|
|
18,612 |
|
|
|
512,612 |
|
Chairman |
|
2024 |
|
|
477,792 |
|
|
|
— |
|
|
|
— |
|
|
|
14,893 |
|
|
|
492,685 |
|
Cecil D. Magpuri |
|
2025 |
|
|
494,000 |
|
|
|
— |
|
|
|
— |
|
|
|
33,630 |
|
|
|
527,630 |
|
Chief Executive Officer |
|
2024 |
|
|
475,000 |
|
|
|
— |
|
|
|
— |
|
|
|
29,860 |
|
|
|
504,860 |
|
Joanne Merrill |
|
2025 |
|
|
383,886 |
|
|
|
12,000 |
|
|
|
— |
|
|
|
33,170 |
|
|
|
428,596 |
|
Chief Financial Officer |
|
2024 |
|
|
368,160 |
|
|
|
110,448 |
|
|
|
— |
|
|
|
33,855 |
|
|
|
512,463 |
|
Simon Philips(3) |
|
2025 |
|
|
486,720 |
|
|
|
— |
|
|
|
— |
|
|
|
8,936 |
|
|
|
495,656 |
|
Former President |
|
2024 |
|
|
468,119 |
|
|
|
140,400 |
|
|
|
— |
|
|
|
8,092 |
|
|
|
616,611 |
|
Narrative Disclosure to Summary Compensation Table
Base Salaries
Each of the named executive officers is paid a base salary commensurate with his or her skill set, experience, performance, role and responsibilities, and we provide each named executive officer with a base salary for the services that the executive officer performs for us. This compensation component constitutes a stable element of compensation while other compensation elements may be variable. Base salaries are generally reviewed annually and may be increased based on any number of factors at the discretion of the Compensation Committee, including the individual performance of the named executive officer, company performance, any change in the executive’s position within our business, the scope of their responsibilities and market data. During 2025, our named executive officers earned the base salaries set forth in the table above.
22
Table of Contents
Bonuses
In addition to base salaries, our executives may receive discretionary cash bonuses, guaranteed and/or retention bonuses in the discretion of the Compensation Committee. Annual cash bonuses have historically been paid to employees, including named executive officers other than Messrs. Demerau and Magpuri, to reward their actions that further the goals of the Company. During 2025, we awarded the discretionary bonuses set forth in the table above to our named executive officers, in order to reward them for their efforts during fiscal 2025.
Equity-Based Awards
We use equity-based awards to provide our executives with the opportunity to acquire equity interests as an incentive for their remaining in our service and aligning their interests with those of our stockholders. In connection with the closing of the Business Combination, we adopted the Falcon’s Beyond Global, Inc. 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan allows the Company to make equity and equity-based incentive awards to officers, employees, non-employee directors and consultants of the Company and its affiliates.
In December 2023, following the closing of the Business Combination, the Compensation Committee recommended to the Board that certain executive officers be awarded restricted stock units (the “Day 1 Awards”) pursuant to the 2023 Plan, in order to reward them for their respective service in fiscal 2023, including their significant efforts in preparing the Company to be a public company and completing the Business Combination during fiscal 2023. During fiscal year 2024, Mr. Brown was granted 35,000 RSUs (the “Fiscal 2024 Award”) in recognition of his contributions and in connection with his promotion to the role of Chief Legal Officer.
The Day 1 Awards and the Fiscal 2024 Award were designed to align the interests of our named executive officers with our stockholders and to serve as a retention mechanism over the awards’ five-year vesting schedule. The initial terms of the Day 1 Awards and Fiscal 2024 Award provided that such RSUs granted would vest, subject to continued employment or service through the applicable vesting date as follows: (1) 15% of the RSUs on the first anniversary of the grant date; (2) 17.5% of the RSUs on the second anniversary of the grant date; (3) 20% of the RSUs on the third anniversary of the grant date; (4) 22.5% of the RSUs on the fourth anniversary of the grant date; and (5) 25% of the RSUs on the fifth anniversary of the grant date. On January 28, 2026, the Compensation Committee approved a 6-week acceleration of the vesting of each of the third, fourth, and
fifth tranches of the Day 1 Awards, in order to reward the Company’s employees and executives for Company performance
subsequent to the completion of the Business Combination. Accordingly, the remaining RSUs subject to the Day 1 Awards will
vest, subject to continued employment or service through applicable vesting date as follows: (1) 20% of the RSUs on November
1, 2026; (2) 22.5% of the RSUs on November 1, 2027; and (3) 25% of the RSUs on November 1, 2028.
Employee Benefits and Perquisites
We generally provide health, dental, vision, life and disability insurance benefits to our named executive officers and all other employees. We generally do not provide perquisites to our named executive officers.
Retirement Benefits
The Company sponsors a defined contribution 401(k) retirement savings and profit sharing plan (the “401(k) Plan”) for its employees, including the named executive officers. The 401(k) Plan is intended to qualify as a tax-qualified plan under Section 401 of the Code so that contributions to the plan and income earned on those contributions are not taxable to participants until withdrawn or distributed. Eligible employees are able to defer compensation up to certain limits set by the Code, which are updated annually. Under the 401(k) Plan, the Company may make matching contributions to participants’ elective deferrals each pay period, of up to 3% of eligible compensation per pay period. In addition, the Company may make a discretionary profit-sharing contribution each year based on its profit performance. Contributions are allocated to each participant’s individual account and are then invested in available investment alternatives according to the participants’ directions. Participants are immediately and fully vested in their own contributions, and employer contributions vest 20% each year over the five years beginning on the first anniversary of the employee’s hire date.
Termination and Change in Control Arrangements
On August 28, 2025, Simon Philips, the Company’s President and a director, entered into a Separation Agreement and General Release (the “Separation Agreement”) with the Company, pursuant to which Mr. Philips resigned from his executive role and as a member of the Board. Mr. Philips remained employed as a non-executive employee of the Company until December 31, 2025 (the “Garden Leave Period”). Pursuant to the Separation Agreement, Mr. Philips (i) continued to receive his current base salary during the Garden Leave Period, (ii) remained eligible to participate in the Company’s standard employee benefit plans during the Garden Leave Period, and (iii) received the remainder of his 2024 bonus in an amount of $84,240, less applicable
23
Table of Contents
withholdings, at the conclusion of the Garden Leave Period. The Separation Agreement contains other customary terms and conditions, including but not limited to a release by Mr. Philips of any claims against the Company and its subsidiaries and affiliates, and each of their shareholders, members, officers, directors, and executives, among others. The foregoing description of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K and is incorporated herein by reference.
Except as set forth above, none of the named executive officers has any rights in connection with a termination of employment or a change in control.
Outstanding Equity Awards at December 31, 2025
The following table provides information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2025.
|
|
|
|
|
Option Awards |
|
|
Stock Awards |
|
|||||||||||||||||||
Name |
|
Grant |
|
|
Number of |
|
|
Number of |
|
|
Option |
|
|
Option |
|
|
Number |
|
|
Market |
|
|||||||
Scott Demerau |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Chairman |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Cecil D. Magpuri |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Chief Executive Officer |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Simon Philips(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Former President |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Joanne Merrill |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Chief Financial Officer |
|
12/21/2023 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
61,376 |
|
|
|
921,260 |
|
|
24
Table of Contents
DIRECTOR COMPENSATION
Our Non-Employee Director Compensation Program, approved by the Board, provides for the following compensation for our non-employee directors:
The Compensation Committee recommends to the Board the compensation to be paid to the non- employee directors of our Board and may, in its discretion, revise or replace the compensation program described above. The Company reimburses each non-employee director for any reasonable expenses incurred by such director in connection with the performance of such director’s services to the Company.
The following table summarizes the compensation awarded to, earned by or paid to our non-employee directors who served on our Board during 2025. Mr. Demerau, our Executive Chairman, Mr. Magpuri, our Chief Executive Officer, and Mr. Philips, our former President, were also members of our Board during 2025; their compensation is fully reflected in the “Executive Compensation” section above. Iraida Que De Vera, who currently serves on the Board, did not serve during fiscal year 2025 and is therefore not included below.
Fiscal 2025 Director Compensation
Name(1) |
|
Fee Earned |
|
|
Stock Awards |
|
|
All Other |
|
|
Total |
|
||||
Jarrett T. Bostwick |
|
|
50,000 |
|
|
|
100,000 |
|
|
|
— |
|
|
|
150,000 |
|
Sandy Beall(2) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Doug Jacob(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Gino P. Lucadamo |
|
|
50,000 |
|
|
|
75,000 |
|
|
|
— |
|
|
|
125,000 |
|
Marie L. Kim(4) |
|
|
17,260 |
|
|
|
25,890 |
|
|
|
— |
|
|
|
43,150 |
|
reflects pro-rated payment for four months of service.
25
Table of Contents
Infinite Acquisitions Credit Agreement
On October 18, 2024, Falcon’s Beyond Global LLC (“Falcon's Opco”), a subsidiary of the Company, and Infinite Acquisitions, a more than 5% equityholder of the Company which is indirectly managed by a board of directors that includes Lucas Demerau, Nathan Markey, and Cory Demerau, the adult children of the Company’s Executive Chairman, Scott Demerau, entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”), effective as of September 30, 2024, between Falcon’s Opco and Infinite Acquisitions. On September 8, 2025, the Company exchanged $5.5 million of the balance of the Amended and Restated Credit Agreement for Series B Preferred Stock. On November 10, 2025, concurrently with the issuance of a new $15.0 million revolving credit arrangement between Infinite Acquisitions and Falcon's Attractions, LLC, the borrowing capacity on this facility was reduced to $5.5 million. The Amended and Restated Credit Agreement matures on September 30, 2034 and has a variable interest rate of the three-month Secured Overnight Financing Rate on the first day of the applicable quarter plus 2.75%.
Financing Agreements between Infinite Acquisitions and Katmandu Group
Infinite Acquisitions and Fun Stuff S.L. (“Fun Stuff”), an indirect wholly-owned subsidiary of the Company whose functional currency is the Euro, entered into certain financing agreements pursuant to which Infinite Acquisitions has loaned money or extended credit to Fun Stuff for general corporate purposes and to finance Fun Stuff’s equity interest in Sierra Parima, the Company’s joint venture with Meliá for the development of Katmandu Park Punta Cana in the Dominican Republic. The U.S. dollar denominated debt held by Fun Stuff was moved to Katmandu Group, LLC (“Katmandu Group”), a U.S. dollar functional currency subsidiary, as of September 30, 2023. The loans are described below:
Financing Agreement with Katmandu Ventures
On April 9, 2024, Falcon’s Opco entered into a term loan agreement with Katmandu Ventures, LLC (“Katmandu Ventures”), a more than 5% equityholder of the Company which is managed by Jill Markey, the adult stepdaughter of the Company’s Executive Chairman, Scott Demerau, in the principal amount of approximately $7.2 million. Such term loan bears interest at a rate of 8.875% per annum, payable quarterly in arrears, and matured on March 31, 2025.
Approximately $5.4 million of the combined proceeds of the term loans with Katmandu Ventures and Universal Kat Holdings, LLC (“Universal Kat”) was used to repay a portion of the amounts outstanding under the Credit Agreement.
Thereafter, Universal Kat assigned its entire loan, and Katmandu Ventures assigned $6.3 million of its loan to FAST II Sponsor, LLC (“FAST II Sponsor”) in exchange for the sale of Class A shares of Falcon’s Opco held by FAST II Sponsor. Falcon’s Opco provided written consent on the assignment.
On each of June 14, 2024, October 18, 2024, November 27, 2024, and April 16, 2025, Falcon’s Opco entered into amendments to such loan agreements to make successive deferrals of the payment of interest and principal. Following such amendments, interest on the loans accrued at a fixed rate of 8.875% per annum until November 15, 2024, and from and after November 16, 2024 accrued at a fixed rate of 11.75% per annum, in each case calculated on the basis of the actual number of days elapsed and a 360-day year. The loans matured on May 16, 2025. As of December 31, 2025, all obligations related to the $6.3 million loan are included in the deferred settlement payment obligation to FAST II Sponsor. See the section titled “Legal Proceedings” in the Company’s Annual Report on Form 10-K for more information.
26
Table of Contents
Other Falcon’s Opco and Company Agreements Related to the Business Combination
In connection with the Business Combination, certain affiliate agreements were entered into. These agreements include:
Registration Rights Agreement
On October 5, 2023, the Company, FAST II, FAST II Sponsor, Infinite Acquisitions, Katmandu Ventures, and CilMar entered into the Registration Rights Agreement, dated October 5, 2023 (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, among other things, subject to certain requirements and customary conditions, (i) the securityholders party thereto were granted certain customary registration rights and piggyback rights with respect to their respective shares of Class A Common Stock and any other equity securities of the Company and (ii) the Registration Rights Agreement, dated as of March 15, 2021, among FAST II, FAST II Sponsor and the other holders named therein was terminated.
Subscription Agreement
Concurrently with the execution of the Merger Agreement, on May 10, 2023 Falcon’s Opco and Infinite Acquisitions entered into a subscription agreement (the “Subscription Agreement”), pursuant to which Infinite Acquisitions agreed to subscribe for and purchase, and Falcon’s Opco agreed to issue and sell to Infinite Acquisitions, in one or more closings, prior to or substantially concurrently with the Closing, $60.0 million of Falcon’s Opco Units at a price of $10.00 per unit. As of the date of the Subscription Agreement $20.0 million of the Investment Amount had been pre-funded through a series of debt financings and deployed to Falcon’s Opco’s investment in its Punta Cana resort. On October 6, 2022, Infinite Acquisitions entered into the Conversion Agreement with Falcon’s Opco described above, pursuant to which $20.0 million of the debt owed to Infinite Acquisition was converted to 2,000,000 Falcon’s Opco Units. Prior to the Closing of the Business Combination, the private placement had been fully funded and Infinite Acquisitions was issued 6,000,000 Falcon’s Opco Units under the Subscription Agreement.
Falcon’s Opco and Infinite Acquisitions entered into a subsequent subscription agreement on May 10, 2023, which was amended on June 23, 2023 (the “Subsequent Subscription Agreement”), pursuant to which Infinite Acquisitions agreed to subscribe for and purchase, and Falcon’s Opco agreed to issue and sell to Infinite Acquisitions, in one or more closings, prior to or substantially concurrently with the Closing, an additional $20 million of Falcon’s Opco Units at a price of $10.00 per unit. On October 4, 2023, Infinite Acquisitions entered into the Subsequent Conversion Agreement with Falcon’s Opco described above, pursuant to which an aggregate of $7.3 million owed by Falcon’s Opco and Katmandu Group to Infinite Acquisitions under certain of the agreements described above was converted into 727,500 Falcon’s Opco Units, thereby funding a portion of Infinite Acquisitions’ purchase of those units under its Subsequent Subscription Agreement.
As of October 4, 2023, Infinite Acquisitions had funded approximately $7.3 million of the $20.0 million committed to be funded by Infinite Acquisitions under the Subsequent Subscription Agreement. On October 4, 2023, Infinite Acquisitions irrevocably committed to fund the remaining approximately $12.8 million under the Subsequent Subscription Agreement to the Company for a total financing from Infinite Acquisitions of $80.0 million (reflecting the full $60.0 million which was funded pursuant to the Subscription Agreement and the full $20.0 million committed under the Subsequent Subscription Agreement). As of December 31, 2025, the commitment was fulfilled in connection with the issuance of Series B Preferred Stock.
Series B Preferred Stock
On September 8, 2025, the Company issued 307,627 shares of Series B Preferred Stock to Gino P. Lucadamo, a director of the Company,in exchange for $1.5 million in cash.
Demand Note
In December 2025, the Company entered into a demand note with Cecil Magpuri, our Chief Executive Officer and a
director, and his wife for $0.25 million. The arrangement is due on demand and has a fixed interest rate of 4.6%.
Equity method investment financing
On February 26, 2026, Falcon's Creative Group (“FCG”) closed on the sale of two parcels of land, adjacent to the Company's headquarters, for an aggregate sales price of $5.5 million with Family Medicine of Orlando, PLLC and Metrowest Community Medical Center, LLC. In conjunction with the sale, FCG repaid $0.5 million of the principal of the mortgage loan on the Company's headquarter in exchange for the release of the lien on the land being sold. Scott Demerau, our current Executive Chairman, and his wife are investors of Metrowest Main and Main LLC that provided $2.75 million of financing to a third party buyer of land sold by FCG in February 2026 the land. Mr. Demerau and his wife have an almost 32% interest in the sale, or approximately $1.75 million.
27
Table of Contents
Indemnification; Indemnification Agreements
Our Certificate of Incorporation requires that we indemnify our directors and officers to the fullest extent permitted by Delaware law, subject to certain exceptions contained in our Certificate of Incorporation.
We also entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the indemnitees with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under Delaware law, subject to certain exceptions contained in those agreements.
Related Person Transactions Policy
We have adopted a formal written policy that sets forth the policies and procedures for the review and approval or ratification of transactions with related persons (the “Related Person Transaction Policy”). The Related Person Transaction Policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 in any fiscal year and a related party had, has or will have a direct or indirect material interest.
The Related Person Transaction Policy requires the review and approval of any such transactions with related persons by the Audit Committee (or disinterested members of the Board), and also requires that the Compensation Committee approve any employment relationship or transaction involving an executive officer of the Company and any related compensation. As part of this review, the Related Person Transaction Policy requires a review of all relevant facts and circumstances, including without limitation:
The Audit Committee or disinterested directors, as applicable, will not approve a Related Person Transaction unless it shall have determined in good faith that, upon consideration of all relevant information, the Related Person Transaction is in, or is not inconsistent with, the best interests of the Company and its shareholders. In circumstances where advance Audit Committee approval of a Related Person Transaction is or was not feasible:
All of the transactions described in this section were reviewed, approved and/or ratified in accordance with the Related Person Transaction Policy.
28
Table of Contents
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes share and exercise price information about the Company’s equity compensation plans as of December 31, 2025.
Plan Category |
|
Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights |
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights |
|
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in the first column) |
Equity Compensation Plans Approved by Security Holders |
|
848,198 |
|
— |
|
6,226,800 |
Equity Compensation Plans Not Approved by Security Holders |
|
— |
|
— |
|
— |
In connection with the Closing of the Business Combination, the Board and stockholders of the Company approved the 2023 Plan, which allows the Company to make equity and equity-based incentive awards to officers, employees, non-employee directors and consultants of the Company and its affiliates, in order to improve the ability of the Company to attract and retain key personnel upon whom the Company’s sustained growth and financial success depend, by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company.
29
Table of Contents
OTHER MATTERS
We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders will vote your shares in accordance with their best judgment. This discretionary authority is granted by the execution of the form of proxy.
30
Table of Contents
OTHER INFORMATION
Householding of Proxies
SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements with respect to two or more stockholders sharing the same address by delivering a single annual report and proxy statement or a single notice of internet availability of proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding”, can reduce the volume of duplicate information received at households. While the Company does not household, a number of brokerage firms with account holders have instituted householding. Once a stockholder has consented or receives notice from their broker that the broker will be householding materials to the stockholder’s address, householding will continue until the stockholder is notified otherwise or until one or more of the stockholders revokes their consent. If your notice of internet availability of proxy materials or your annual report and proxy statement, as applicable, have been househeld and you wish to receive separate copies of these documents now and/or in the future, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, you may notify your broker. You can also request and we will promptly deliver a separate copy of the Notice of Internet Availability or the Proxy Materials by writing to: 1768 Park Center Drive, Orlando, FL 32835, by email to: ir@falconsbeyond.com, or by telephone at: (407) 909-9350.
Additional Filings
The Company’s reports on Forms 10-K, 10-Q, 8-K and all amendments to those reports are available without charge through the Company’s website, https://falconsbeyond.com, as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Our Code of Conduct, Audit Committee Charter, Nominating and Corporate Governance Committee Charter, Compensation Committee Charter and Corporate Governance Guidelines are also available at our website, as described above. The content of our website, however, is not part of this Proxy Statement. You may request a copy of our SEC filings, as well as the foregoing corporate documents, at no cost to you, to the Company by writing to: 1768 Park Center Drive, Orlando, FL 32835, by email to: ir@falconsbeyond.com, or by telephone at: (407) 909-9350.
Stockholder Proposals for the 2027 Annual Meeting
Stockholders of the Company may submit proposals that they believe should be voted upon at the Company’s annual meeting of stockholders. Pursuant to Rule 14a-8 under the Exchange Act, stockholder proposals meeting certain requirements may be eligible for inclusion in the Company’s proxy statement (the “2027 Proxy Statement”). To be eligible for inclusion in the 2027 Proxy Statement, any such stockholder proposals must be submitted in writing to the Chief Legal Officer of the Company no later than December 31, 2026, in addition to complying with certain rules and regulations promulgated by the SEC. The submission of a stockholder proposal does not guarantee that it will be included in the 2027 Proxy Statement.
Alternatively, stockholders seeking to present a stockholder proposal or nomination at the 2027 Annual Meeting outside of the 2027 Proxy Statement must timely submit notice of such proposal or nomination. To be timely, a stockholder’s notice must be received by the Chief Legal Officer at the principal executive offices of the Company not later than the close of business on the 90th day and not earlier than the close of business on the 120th day, in each case, prior to the one-year anniversary of the 2026 Annual Meeting. For the 2027 Annual Meeting, this means that any such proposal or nomination must be submitted no later than March 11, 2027 and no earlier than February 9, 2027. Notwithstanding the foregoing, if the date of the 2027 Annual Meeting is more than 30 days before or more than 70 days after the one-year anniversary of the date of the 2026 Annual Meeting, to be timely, a stockholder’s notice must be received by the Chief Legal Officer at the principal executive offices of the Company not later than the close of business on the 90th day prior to the 2027 Annual Meeting, or if later, on the 10th day following the day on which public disclosure of the date of the 2027 Annual Meeting was first made. In order for stockholders to give timely notice of director nominations at our 2027 Annual Meeting for inclusion on a universal proxy card under Rule 14a-19 of the Exchange Act, notice must be submitted by the same deadline as disclosed in this paragraph above in accordance with the advance notice procedures of our Bylaws and must include the information in the notice required by our Bylaws and by Rule 14a-19(b)(2) and Rule 14a-19(b)(3) of the Exchange Act.
Any notices of proposals or nominations for the Company’s 2027 Annual Meeting must meet all of the requirements of our Bylaws and be sent to Falcon’s Beyond Global, Inc., Attention: Chief Legal Officer, 1768 Park Center Drive, Orlando, FL 32835.
Proxy Card
31
Table of Contents
Table of Contents
