UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~February 1217, ~~2025~~2026

FALCON’S BEYOND GLOBAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41833		92-0261853
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1768 Park Center Drive

Orlando, FL 32835 ~~(Address of principal executive offices, including zip code)~~

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (407) 909-9350

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each class	Trading Symbol(s)	Name of each exchange on which ~~registered~~Registered
Class A common stock, par value $0.0001 per share	FBYD	The Nasdaq Stock Market LLC
Warrants exchangeable for 0.25 shares of Class A Common Stock on October 6, 2028	FBYDW	The Nasdaq Stock Market LLC
Warrants exchangeable for 0.25 shares of Class A common stock on October 6, 2028	FBYDW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 85.0102 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnEffective ~~December~~February 1217, ~~2025~~2026, ~~Falcon’s~~the ~~Beyond~~Board ~~Global, Inc.~~of Directors (the “~~Company~~Board”) ~~notified shareholders owning shares and units held in escrow pursuant to the Earnout Escrow Agreement dated as~~ of ~~October~~Falcon’s 6,Beyond ~~2023~~Global, byInc. ~~and among the Company and such shareholders~~ (the “~~Earnout Escrow Agreement~~Company”)~~, that~~ ~~the~~increased ~~first stock price-based earnout trigger set forth in~~ the ~~Earnout~~number Escrow Agreement was met. The Earnout Escrow Agreement was entered into in connection with the previously reported business combination between the Company and FAST Acquisition Corp. II and, as previously reported, a total of ~~1,000,000~~directors earnout shares denominated as Class A common stock and 39,000,000 earnout shares denominated as Class B common stock and 39,000,000 earnout units are outstanding, each of which will be earned, released and delivered upon satisfaction of, or forfeited and canceled upon the failure of, certain milestones described below related to the volume weighted average closing sale price of the Class A Common Stock during the five-year period beginning on October 6, 2024 and ending on October 6, 2029. As of December 2, 2025, Company’s volume weighted average closing sale price of its Class A common stock was greater than $16.67 for a period of at least twenty out of thirty consecutive trading days ending on December 2, 2025, and accordingly, pursuant to the ~~Earnout Escrow Agreement,~~Board ~~15,000,000 of the outstanding earnout shares and units were earned, released~~ from ~~escrow,~~five ~~and delivered~~ to ~~such~~six ~~shareholders. No new securities were issued in connection with such event. Further, pursuant to the Stockholders Agreement between the Company~~ and ~~such~~elected ~~shareholders~~Iraida ~~dated October~~Que 6,De ~~2023,~~Vera ~~the released shares and units are subject~~ to ~~transfer~~serve ~~restrictions~~as ~~for~~ a ~~period~~director ~~ending~~of ~~365~~the ~~days after they are earned, released and delivered from escrow~~Company.

1Upon joining the Board, Iraida Que De Vera will be entitled to receive compensation under the Company’s Non-Employee Director Compensation Program, approved by the Board in December 2023 as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 29, 2024.

~~SIGNATURES~~Iraida Que De Vera will enter into an Indemnification Agreement with the Company in the same form as its other directors have entered, which is filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 10.3 to its Current Report on Form 8-K filed on October 12, 2023.

~~Pursuant~~Prior to joining the ~~requirements~~Board, an entity controlled by Iraida Que De Vera purchased 691,563 shares of ~~the~~Class ~~Securities~~A ~~Exchange~~common ~~Act~~stock of ~~1934~~the Company from Katmandu Ventures, LLC, a greater than 10% shareholder of the ~~registrant~~Company, ~~has~~for ~~duly~~an ~~caused~~aggregate ~~this~~purchase ~~report~~price per share of $7.23. Such entity agreed to besubject ~~signed~~such shares to restrictions on ~~its~~transfer ~~behalf~~for bya ~~the~~period ~~undersigned~~of ~~hereunto~~thirty (30) months commencing on January 12, 2026, subject to customary carve-outs for transfers to affiliates, ~~duly~~gifts, ~~authorized~~and for estate planning purposes provided that the permitted transferee agrees to be bound by such transfer restrictions.

Date: December 15, 2025	FALCON’S BEYOND GLOBAL, INC.
	By:	/s/ Bruce A. Brown
	Name:	Bruce A. Brown
	Title:	Chief Legal Officer and Corporate Secretary

Other than described above, Iraida Que De Vera is not a party to any material plan, contract or arrangement with the Company, nor has any other material plan, contract or arrangement to which she is a party been modified as a result of Iraida Que De Vera’s appointment described above. There is no arrangement or understanding between Iraida Que De Vera and any other person pursuant to which she was selected as an director of the Company and there are no family relationships between Iraida Que De Vera and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Iraida Que De Vera has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.

2Item 7.01 Regulation FD Disclosure

On February 17, 2026, the Company issued a press release announcing the addition of Iraida Que De Vera to the Board. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information being furnished in this under this Item 7.01 of this Current Report, including the accompanying Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release dated February 17, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 17, 2026	FALCON’S BEYOND GLOBAL, INC.

	By:	/s/ Bruce A. Brown
	Name:	Bruce A. Brown
	Title:	Chief Legal Officer and Corporate Secretary

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