Falcon's Beyond Global, Inc. 8-K

What Happened

• Falcon's Beyond Global, Inc. (FBYD) announced on February 17, 2026 that its Board increased from five to six directors and elected Iraida Que De Vera as a director, effective February 17, 2026.
• An entity controlled by Ms. Que De Vera purchased 691,563 shares of the Company’s Class A common stock from Katmandu Ventures, LLC at $7.23 per share prior to her joining the Board. The shares are subject to transfer restrictions for 30 months beginning January 12, 2026 (with customary carve-outs).
• Ms. Que De Vera will receive compensation under the Company’s Non-Employee Director Compensation Program (approved December 2023) and will enter into the Company’s standard indemnification agreement used by other directors. A press release about the appointment was furnished as Exhibit 99.1.

Key Details

• Board change effective: February 17, 2026 (Board size increased from 5 to 6).
• Share purchase: 691,563 Class A shares at $7.23 per share (purchased from Katmandu Ventures, LLC).
• Transfer restrictions: 30-month lock-up starting January 12, 2026, with customary carve-outs for affiliates, gifts, estate planning, etc.
• Governance and disclosures: Ms. Que De Vera will follow the standard director compensation and indemnification arrangements; no family ties to existing officers/directors and no reportable related-party transactions under Item 404(a).

Why It Matters

• Board composition: Adding a director can affect corporate governance and oversight; investors should note the Board expansion and the new director’s stake in the company.
• Insider ownership: The purchase increases insider-affiliated ownership (691,563 shares), subject to transfer restrictions, which may align the new director’s interests with shareholders.
• No other material arrangements: The filing indicates there are no additional material contracts, family relationships, or reportable related-party transactions tied to the appointment, reducing immediate governance or conflict concerns.

Keywords: board appointment, director, share purchase, Class A common stock, transfer restrictions, 8-K, press release, compensation, indemnification.