Falcon's Beyond (FBYD) Insider Swap: Class A Sold for Convertible Preferreds
Rhea-AI Filing Summary
Falcon's Beyond Global, Inc. (FBYD) reporting person Gino P. Lucadamo recorded changes in beneficial ownership on Form 4. The filing shows a disposal of 60,617 shares of Class A common stock on 09/08/2025. The reporting person acquired 307,627 shares of 11% Series B Cumulative Convertible Preferred Stock on the same date, issued at a $5 stated value, which are convertible into Class A common stock at an initial one-to-one rate under specified conversion conditions. Following these transactions, the reporting person beneficially owns 707,627 shares (inclusive of direct Class A shares and the shares underlying the Series B preferred). The filing notes certain shares were received pro rata from Infinite Acquisitions Partners LLC and that some Class A shares reflect a December 17, 2024 stock dividend adjustment.
Positive
- Reporting person increased total potential common exposure to 707,627 shares when including convertible preferreds, maintaining stake continuity.
- Series B Preferred provides 11% cumulative preference, offering a defined dividend characteristic until conversion.
Negative
- Reporting person disposed of 60,617 Class A common shares, reducing direct common holdings on 09/08/2025.
- Conversion of Series B Preferred is contingent on a $10 VWAP trigger for 21 of 30 trading days, so common voting/economic rights remain limited until that condition is met.
Insights
TL;DR: Reporting person reduced direct Class A holdings and received convertible preferreds that can convert 1:1 into Class A under a $10 VWAP trigger.
The transaction shifts ownership from direct Class A common stock to convertible preferred stock, increasing total potential common exposure to 707,627 shares when including the preferreds' underlying conversion. The Series B Preferred carries an 11% cumulative dividend and converts automatically if the 30-day trading condition is met; it is not holder-convertible and has no expiration. The filing documents exempt distributions from Infinite Acquisitions Partners LLC and a stock-dividend adjustment for shares received in December 2024.
TL;DR: A director exchanged common stock for a convertible preferred that preserves upside while altering immediate voting/economic rights.
The director-status reporting person changed the mix of holdings: a reported disposal of 60,617 Class A shares and receipt of 400,000 Series B preferred shares (reported as 307,627 convertible preferred shares in this filing due to reporting conventions), with conversion tied to a sustained $10 volume-weighted average price. The preferred is cumulative and automatically converts on a specified market-price trigger, which may preserve economic interest while modifying governance and dividend rights until conversion conditions are met. All acquisitions are noted as exempt distributions under SEC rules.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | 11% Series B Cumulative Convertible Preferred Stock | 307,627 | $5.00 | $1.54M |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (4)
- F1. This amount includes 30,055 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of Falcon's Beyond Global, Inc. (the "Issuer"), distributed to the Reporting Person as a pro rata distribution from Infinite Acquisitions Partners LLC, of which the reporting person is a non-managing member. The acquisition of such shares was exempt under Rule 16a-13 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- F2. This amount reflects an adjustment to account for the issuance to the reporting person of 3,152 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of Falcon's Beyond Global, Inc. (the "Issuer"), distributed in connection with the Issuer's stock dividend effective as of December 17, 2024, which paid 0.2 shares of Class A Common Stock per outstanding share of Class A Common Stock. The acquisition of such shares was exempt under Rule 16a-9 under the Securities Exchange Act of 1934, as amended.
- F3. Pursuant to the terms of the Issuer's 11% Series B Cumulative Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock"), starting on September 8, 2028, if at any time the volume weighted average sale price of the Issuer's Class A Common Stock equals or exceeds $10.00 per share (as adjusted to reflect any stock splits, reverse stock splits, stock dividends, extraordinary cash dividends, reorganization or similar transaction) for at least 21 out of 30 consecutive trading days, the Series B Preferred Stock will automatically convert into shares of the Issuer's Class A Common Stock at the then effective conversion rate. The initial conversion rate is one-to-one. The Series B Preferred Stock is not convertible by the holder and does not expire.
- F4. This amount includes 400,000 shares of Series B Preferred Stock distributed to the Reporting Person as a pro rata distribution from Infinite Acquisitions Partners LLC, of which the reporting person is a non-managing member. The acquisition of such shares was exempt under Rule 16a-13 under the Exchange Act.
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