Falcon's Beyond Global, Inc.

Description of Business

Overview

Falcon’s Beyond Global, Inc. is a visionary entertainment and technology enterprise at the forefront of the global experience economy. We design, develop, engineer, deliver, and commercialize immersive physical and digital experiences for leading brands, developers, and destination operators worldwide, as well as for our own portfolio of entertainment and technology concepts.

The terms “Falcon’s”, “Company”, “we”, “our” and “us” are used in this report to refer collectively to the parent company and the business divisions through which businesses are conducted.

Our business is built on an integrated experience platform that brings together creative development, proprietary technologies, advanced engineering, intellectual property (“IP”), and operational execution to enable the repeatable creation, deployment, and scaling of entertainment experiences across multiple formats and locations globally.

We operate through three complementary business divisions: Falcon’s Creative Group (“FCG”), Falcon’s Beyond Brands (“FBB”), and Falcon’s Beyond Destinations (“FBD”), each of which serves a distinct role within the Company’s operating model and participates in different stages of value creation within the experience economy. These divisions are conducted through five operating segments.

Our three business divisions work together under a shared structure to maximize the value of creative assets, proprietary processes, systems, and IP across the enterprise. This structure promotes execution consistency, efficient use of capital, and cross-collaboration across a wide range of entertainment markets and applications. This enables Falcon’s to participate in multiple stages of experience creation and commercialization while maintaining flexibility as the business evolves.

FCG and PDP are currently accounted for as equity method investments and represent a substantial portion of the Company’s operations.

Recent Developments

Strategic Direction

Throughout 2025 and early 2026, the Company undertook a series of strategic and operational actions intended to align its business portfolio of equity method investments, capital deployment, and operating focus to align with its platform‑based strategy. These actions reflect an emphasis on the continued growth of FCG and FBB, together with continued progress toward a more asset‑efficient operating approach within FBD.

Operating Momentum

During 2025, the Company expanded its engagement in the Kingdom of Saudi Arabia across multiple large‑scale development initiatives supported by Public Investment Fund (“PIF”), reinforcing the Company’s role as a long‑term creative, design, and technology partner on complex destination‑scale projects in the region.

In October 2025, FCG commenced a concept refinement engagement with QIC at one of their major entertainment destination developments. In February 2026, FCG completed its creative guardian services for Aquarabia Qiddiya City, a large‑scale water theme park for which FCG served as the original IP developer, master planner, attraction designer, and creative guardian. Aquarabia has been publicly announced to open in 2026. FCG remains actively engaged under a Consultancy Services Agreement entered into in January 2024 with QIC relating to services for the first‑ever Dragon Ball theme park at Qiddiya City, pursuant to which FCG is providing design, technology, and construction‑related services. FCG also remains actively engaged in content and hardware consulting services for 3D Gaming Arenas related to Qiddiya’s Gaming & Esports District, currently under development. The continued engagements reflect QIC’s ongoing activation of FCG’s creative services across multiple stages of development and underscores the depth and durability of the Company’s relationship with QIC.

In August 2025, New Murabba Development Company (“NMDC”), a PIF company, commenced a second phase of a strategic agreement with FCG under which FCG was appointed as Creative and Content Advisor for The Mukaab, the central landmark of the New Murabba downtown development in Riyadh. This partnership positions Falcon’s in a “Lead Creative Role” shaping The Mukaab’s immersive attractions, interactive environments, and integrated technologies.

Technology and Capability Expansion

Throughout 2025 and early 2026, the Company continued to invest in creative, technological, and operational capabilities including enhancements to proprietary systems, experiential technologies, and IP development.

On May 15, 2025, FBB completed the asset purchase and operational integration of Oceaneering Entertainment Systems (“OES”) from Oceaneering International, Inc. (“OII”). OES has been an industry leader in the development of complex ride and show systems and has been a trusted collaborator on the Company’s projects for more than two decades. In relation to this transaction, the Company onboarded key OES personnel, obtained OES’s portfolio of proprietary technologies and patents, its engineering and manufacturing expertise, and assumed the lease of a 106,000+ square foot facility designated for research, development, testing, and integration. The integration of OES into Falcon’s Attractions provides the Company with expanded capabilities in the design and manufacture of advanced attraction and show systems. This acquisition enhances the Company’s ability to deliver end-to-end solutions through engineering, production, and installation.

Other Portfolio Actions

In May 2025, the Company, through its joint venture PDP, completed the disposition of the Sol Tenerife Hotel by selling 100% of its equity interests in Tertian XXI, S.L., the entity owning the real-estate assets. The transaction was structured as a share sale and produced aggregate consideration of €71 million. PDP distributed approximately $27 million to the Company from the net proceeds.

In October 2025, the Company and its joint venture partner Raging Power Limited agreed to terminate the project and commence the wind‑up of the joint venture Karnival TP-AQ Holdings Limited (“Karnival”) due to protracted delays in the underlying location development schedule.

During 2025, the Company mutually agreed to terminate its licensing agreement with The Hershey Company, and the Company no longer has rights under that agreement to develop new Hershey‑branded location‑based entertainment experiences.

Stock-Price-based Earnouts

On December 12, 2025, the Company notified Fast Sponsor II LLC, Infinite Acquisitions, Katmandu Ventures, LLC and CilMar Ventures, LLC Series A (the “Earnout Participants”) that the first stock-price-based earnout trigger set forth in the Earnout Escrow Agreement, dated as of October 6, 2023, by and among the Company and the Earnout Participants (the “Earnout Escrow Agreement”) was met. The Earnout Escrow Agreement was entered into in connection with the Business Combination between the Company and FAST Acquisition Corp. II whereby a total of 1,000,000 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 (such period, the “Earnout Period”). As of December 2, 2025, the Company’s volume weighted average closing sales price of its Class A common stock was greater than $16.67 for a period of at least twenty out of the thirty consecutive trading days ending on December 2, 2025, and accordingly, pursuant to the Earnout Escrow Agreement, 15,000,000 of the outstanding earnout shares and units were earned, released from escrow, and delivered to the Earnout Participants. No new securities were issued in connection with this event. Further, pursuant to the Shareholders Agreement between the Company and such Earnout Participants dated October 6, 2023, the released shares and units are subject to transfer restrictions for a period of 365 days from the date that they are earned, released and delivered from escrow. If at any time during the remaining Earnout Period the Company’s volume weighted average closing sale price of the Class A Common Stock is greater than $20.83, 15,000,000 earnout shares will be earned, released and delivered. If at any time during the Earnout Period the Company’s volume weighted average closing sale price of the Class A Common Stock is greater than $25.00, 10,000,000 earnout shares will be earned, released and delivered. In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to all or any portion of shares of the Company’s issued and outstanding Class A Common Stock is proposed by the Company or the Company’s stockholders and approved by the Board, or is otherwise consented to or approved by the Board, which results in the shareholders receiving cash, securities, or other property having an aggregate value equal to or exceeding the threshold, then the earnout target will be deemed to have been met and the full amount of earnout shares will be earned, released and delivered.

Series B Preferred Stock Subscription Agreement and Debt Exchange Agreement

On September 8, 2025, November 24, 2025, November 25, 2025, December 1, 2025 and December 4, 2025 the Company entered into subscription agreements (the “Subscription Agreements”) with certain accredited investors, including Infinite Acquisitions and Gino P. Lucadamo, pursuant to which, on such dates, the Company issued and sold to such investors, and such investors subscribed for and purchased, an aggregate of approximately $32.5 million of shares of a newly created series of preferred stock, par value $0.0001 per share, designated as “11% Series B Cumulative Convertible Preferred Stock” (the “Series B Preferred Stock”), at a purchase price of $5.00 per share, for an aggregate of 6,287,579 shares of Series B Preferred Stock, which includes the issuance of additional shares of Series B Preferred Stock as paid-in-kind dividends for the quarters ended September 30, 2025 and December 31, 2025. Pursuant to the Subscription Agreements, the purchase price for the Series B Preferred Stock could be paid in cash or through the exchange of outstanding indebtedness. Upon the closing of the transactions contemplated by the Subscription Agreements, the Company received an aggregate of approximately $12.0 million in cash and the exchange of an aggregate of $20.5 million of outstanding indebtedness (as described in more detail below).

In connection with the Subscription Agreements, on September 8, 2025, the Company entered into a Debt Exchange Agreement (the “Debt Exchange Agreement”) with Infinite Acquisitions, pursuant to which, on such date, Infinite Acquisitions exchanged and discharged an aggregate of approximately $20.5 million of indebtedness owed by the Company or one of its subsidiaries to Infinite Acquisitions, in consideration for the issuance by the Company to Infinite Acquisitions of $20.5 million of shares of Series B Preferred Stock, at a per share price of $5.00, for an aggregate of 4,092,326 shares of Series B Preferred Stock. Such exchanged indebtedness includes (i) $14,961,632, constituting the entire amount outstanding under the loan agreement, dated September 30, 2024, by and between Infinite Acquisitions, as lender, and Katmandu Group, LLC, a subsidiary of the Company, as borrower, and (ii) $5,500,000 of the amount outstanding under the line of credit loan by and between Infinite Acquisitions, as lender, and Falcon’s Beyond Global, LLC, a subsidiary of the Company, as borrower.

Shareholder Exchange of Falcon’s Opco Units (and paired Class B Common Stock) for Class A Common Stock

In November 2025, Infinite Acquisitions exchanged 11,150,368 Falcon’s Opco Units (and surrendered and cancelled the corresponding number of shares of Class B Common Stock) for 11,150,268 shares of Class A Common Stock, in accordance with the terms of the A&R Operating Agreement of Falcon’s Opco. In December 2025, Katmandu Ventures exchanged 350,000 Falcon’s Opco Units and the corresponding number of Class B Common Stock for 350,000 shares of Class A Common Stock.

Background of the Company

Falcon’s track record spans over 26 years supporting over $144 billion worth of story-driven development projects in 27 countries. The Company has won more than 56 prestigious industry awards, recognizing its creative and technical achievements.

The Falcon’s business, consisting of the business conducted by Falcon’s Treehouse, LLC (the “Falcon’s Business”), began in 2000 with a focus on story‑driven attraction and experiential design services and expanded into a broader array of services including master planning, media, interactive, and audio production, project management, and attraction hardware development, procurement, and sales. The Company’s growth has been supported by a consistent track record of delivering highly creative and technically innovative attractions and experiences on budget and on schedule, accompanied by significant industry recognition. As the Company’s operations and services evolved, “Falcon’s Creative Group” was filed as a fictitious name with the State of Florida in 2017 to formally conduct business under that name.

The Katmandu business, consisting of business conducted by Katmandu Group, LLC and Fun Stuff, S.L. (the “Katmandu Business”), began in 2007 with the creation of the House of Katmandu theme park in Mallorca, Spain, later rebranded as Katmandu Park, which was our first instance of the “Big Experience, Small Footprint” themed entertainment concept used for developing entertainment destination resorts in major tourist destinations worldwide. The success of the House of Katmandu theme park in Mallorca led to the creation of a joint venture relationship between the Katmandu Business and Meliá in 2012.

In April 2021, the Falcon’s Business and the Katmandu Business were combined to form Falcon’s Beyond Global, LLC. Following the combination of Falcon’s Business with the Katmandu Business, Falcon’s formed Falcon’s Creative Group, LLC, which is an entity organized under the laws of the State of Delaware, and Falcon’s Beyond Destinations, LLC in March 2022 and Falcon’s Beyond Brands, LLC in June 2022, which are both entities organized under the laws of the State of Florida. The three entities were formed in anticipation of planned internal organizational movements to align with the Company’s three distinct operating divisions.

Prior to July 27, 2023, FCG was a wholly-owned subsidiary of the Company. On July 27, 2023, pursuant to the Subscription Agreement (the “Subscription Agreement”) by and between FCG and QIC Delaware, Inc., a Delaware corporation and an affiliate of Qiddiya Investment Company (“QIC”), QIC agreed to invest $30.0 million in FCG (the “Strategic Investment”). As a result of the rights provided to QIC in connection with the Strategic Investment, FCG was deconsolidated as of July 27, 2023. Following the Strategic Investment, the Company has been able to devote the necessary resources to realize its growth plans for FCG.

On October 6, 2023, Falcon’s Beyond Global, Inc. became a publicly traded company and listed our shares on Nasdaq in connection with the Business Combination with FAST Acquisition Corp. II.

On May 15, 2025, Falcon’s completed an asset purchase of OES from OII. OES was a developer of complex attraction and show systems with a history of collaboration with the Company on themed entertainment projects. Following the transaction, OES’s operations, patents proprietary processes were integrated into the Company’s Falcon’s Attractions business within FBB, expanding the Company’s attraction systems and engineering capabilities.

The Company maintains a website located atwww.falconsbeyond.com. The Company’s corporate filings with the Securities and Exchange Commission (“SEC”), including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and reports filed by officers and directors under Section 16(a) of the Exchange Act, and any amendments to those filings, are available, free of charge, on the Company’s website as soon as reasonably practicable after such materials are electronically filed with the SEC. The information contained on the Company’s website is not incorporated in or otherwise to be regarded as a part of this Annual Report.

Business Divisions

As referenced above and further described below, Falcon’s is organized into three business divisions: FCG, FBB and FBD. Our three businesses contribute to and strengthen one another and create diversified revenue streams.

Illustrative overview of Falcon’s Beyond’s business divisions and value creation flow:

Falcon’s Creative Group (FCG)

FCG is the Company’s creative services and experience development business, providing creative, technical, and design capabilities for themed entertainment, attractions, and large-scale destination projects. FCG operates primarily as a project‑based services business, delivering master planning, attraction and experiential design, media production, interactive and software development, executive production, and creative guardianship services.

FCG’s operating model is centered on long‑term, milestone‑driven engagements that typically span multiple phases of development, from early destination strategy, concept, and master planning through detailed design, production, and on‑site creative oversight. The division’s multidisciplinary teams integrate storytelling, architecture, engineering, media, and software disciplines to support creative continuity and technical feasibility throughout the lifecycle of a project. FCG serves as creative guardian during construction and commissioning, supporting consistency between the approved creative vision and final execution.

FCG generates revenue primarily through professional services arrangements tied to defined scopes of work and project milestones, rather than through ownership of underlying destination assets. This model allows FCG to participate in large‑scale, complex developments while reducing long‑term capital exposure and enabling flexibility in resource allocation across multiple projects and geographies. Client relationships are concentrated but recurring, reflecting the scale, duration, and complexity of the projects undertaken.

The FCG division has recently experienced rapid growth driven by increasing demand and the expansion of project scope. This growth has been funded in part by the Strategic Investment, pursuant to which the Company agreed to prioritize projects, products, and purchase orders submitted by QIC. Recent awards have included large-scale initiatives such as the Dragon Ball theme park and The Mukaab for New Muraaba Development Company. This increase in demand and broadening of scope across both QIC and New Murabba PIF projects has required the allocation of additional resources and talent to FCG to ensure the successful delivery of contracted scopes of work.

Strategic Investment by Qiddiya Investment Company

On July 27, 2023, pursuant to the Strategic Investment, QIC agreed to invest approximately $30.0 million in FCG through a private placement of preferred units by FCG LLC. Pursuant to the Subscription Agreement, upon the closing of the Strategic Investment, FCG LLC received a closing payment of $17.5 million (net of $500,000 in reimbursements relating to due diligence fees incurred by QIC). In April 2024, QIC released the remaining $12.0 million of the $30.0 million investment to FCG LLC as a result of the establishment of the Opco Incentive Plan.

After giving effect to the transactions contemplated by the Subscription Agreement, FCG LLC has two members: QIC holding 25% of the equity interest of FCG LLC in the form of preferred units and Falcon’s Opco holding the remaining 75% of the equity interest of FCG LLC in the form of common units. In connection with the Strategic Investment, FCG LLC amended and restated its limited liability company agreement to include QIC as a member and to provide QIC with certain consent, priority and preemptive rights and Falcon’s Opco and FCG LLC entered into an intercompany service agreement and a license agreement. In addition, FCG LLC agreed to indemnify the members of its board of managers for liabilities arising from their service in their respective roles.

Life of a Project

As illustrated below, a typical large-scale entertainment destination project may have a development timeline of five to six years from strategy to opening. This is provided to contextualize the scope, sequencing, and duration of services that FCG (and in part, Falcon’s Attractions) may provide over the life of a project, and to illustrate how the Company’s creative, technical, and project‑based services are deployed across different development phases. Certain engineering, system delivery, and installation activities depicted may also be supported by Falcon’s Attractions, where applicable, depending on project scope and delivery structure.

Falcon’s Beyond Brands (FBB)

In the near term, FBB’s primary operating focus is Falcon’s Attractions, which designs, engineers, manufactures, and sells proprietary and customized ride systems, attraction hardware, and related technologies for theme parks, location‑based entertainment venues, and destination developments worldwide. This business leverages the Company’s decades of experience in attraction design and engineering and enables Falcon’s Beyond to participate directly in the downstream delivery of physical experiences originally conceived through its creative services platform. Revenue in this segment is primarily generated through system sales, engineering services, fabrication, integration, installation, and aftermarket support typically under project‑specific contractual arrangements.

FBB also serves as the steward of the Company’s proprietary technology and IP portfolio, which includes a portfolio of 206 issued and pending patents covering attraction systems, experiential technologies, and interactive platforms. These patents support the differentiation of the Company’s ride systems and technology offerings and provide for current sales activity.

In addition, FBB functions as one of the Company’s key platforms for synergistic investments and acquisitions of businesses, technologies, and IP that complement Falcon’s Beyond’s core capabilities. These activities are intended to expand the Company’s technology stack, enhance product offerings, and selectively accelerate access to new markets or capabilities, while maintaining an emphasis on capital discipline and strategic alignment.

Over time, this division is intended to support the development, licensing, and commercialization of proprietary and third‑party IP and original entertainment franchises across media, interactive content, branded experiences, and consumer products, where appropriate. These activities are pursued selectively and with an emphasis on capital discipline, leveraging partnerships, licensing arrangements, and platform extensions. Original entertainment brands include “The Hidden Realms of Katmandu”, “Cadim and the Monster Wave”, “Voyages Beyond”, “ResQ”, and “Curiosity Playground”.

FBD is the Company’s destination development and operations division, focused on the development, expansion, and operation of location‑based entertainment and hospitality experiences utilizing both Company‑owned and third‑party IP while maintaining a capital‑disciplined and flexible development approach.

FBD currently operates under an asset‑efficient strategy designed to reduce capital intensity and development risk while enabling scalable growth across multiple markets. Under this model, FBD primarily partners with third‑party developers, property owners, and operators that possess existing real estate, infrastructure, and operational capabilities. These partnerships may be structured through licensing, management agreements, joint ventures, or other collaborative arrangements, depending on market conditions and project requirements. This approach is intended to accelerate speed‑to‑market and allow the Company to focus on its core competencies in experience design, IP deployment, and operational oversight.

The experiences developed and operated by FBD are branded entertainment concepts and immersive attractions designed to drive repeat visitation, ancillary spending, and long‑term brand engagement. FBD’s revenue participation may include a combination of management fees, licensing fees, revenue‑sharing arrangements, and equity interests, depending on the structure of each project. By avoiding a reliance on wholly owned, asset‑heavy developments, FBD seeks to balance long‑term participation in destination economics with prudent capital deployment.

As part of the Company’s ongoing strategic transition toward a more capital‑disciplined, asset‑efficient operating model, the Company may discontinue, restructure, or allow certain third‑party licensing or joint venture arrangements to expire in order to align development activity and capital deployment with strategic priorities. The Company continues to evaluate its portfolio of joint ventures and strategic initiatives to prioritize opportunities aligned with its current operating strategy.

Competition

The Company operates in various competitive environments across each of its business divisions. Competitive dynamics vary by division and geography and are influenced by factors including creative capability, IP, technical expertise, execution quality, scale, capital efficiency, customer relationships, and brand recognition.

FCG competes primarily with independent themed entertainment design and experience development firms that provide master planning, attraction design, experiential media, interactive, and creative services to third‑party clients. These competitors range from boutique creative studios to larger multidisciplinary firms and compete with FCG on the basis of creative quality, technical capability, project execution, global experience, and the ability to deliver complex, multi‑year projects.

Competitive factors include creative differentiation, proprietary processes and pipelines, integrated creative and technical capabilities, experience in large‑scale destination projects, cross‑platform storytelling expertise, scalability of concepts, and industry relationships.

FBB operates across multiple competitive categories, reflecting its role in attraction systems, technology commercialization, and entertainment franchise development.

Competition within FBB is primarily driven by Falcon’s Attractions, which competes with manufacturers and integrators of ride systems, attraction hardware, and immersive entertainment technologies serving theme parks, location‑based entertainment venues, and destination developments worldwide. Competition in this segment is based on engineering expertise, safety and reliability, IP, customization capabilities, integration experience, lifecycle support, and the ability to deliver complex systems across international markets.

FBD competes with operators and developers of location‑based entertainment venues, themed attractions, and destination experiences. Competition varies by format, scale, and geography and includes companies pursuing both asset‑heavy and asset‑efficient development models.

FBD’s competitors include operators of indoor entertainment venues, experiential attractions, and branded destination concepts that compete for consumer discretionary spending, development partnerships, and premium real estate locations. Competitive factors include concept differentiation, IP, operational expertise, capital structure, speed‑to‑market, and the ability to drive repeat visitation.

Marketing

The Company’s overarching marketing strategy focuses on Company brand development and reputation management to help drive the business, as well as growing brand awareness and loyalty. Through targeted campaigns and strategic initiatives, our marketing efforts aim to increase Falcon’s brand visibility and recognition among target audiences including customers, clients, current and future investors, and current and potential future employees. We believe the Company’s marketing team is equipped to quickly adapt to evolving company programs and initiatives to ensure the most optimal marketing campaigns. We maintain a public relations program utilizing a media monitoring resource to ensure visibility and top news outlet placements for all Company announcements. The Company has a strong organic digital presence with active social media platforms including LinkedIn, Instagram, Facebook, X, and YouTube. Additional marketing programs work to position the Company executives as industry thought leaders by participating in speaking engagements, having an active presence on LinkedIn, and exhibiting in relevant tradeshows. By building brand awareness and loyalty through integrated marketing efforts, the Company is working to lay the foundation for sustainable competitive advantage and market leadership. On December 2, 2025 we announced that FBYD joined the Russell 2000® Index which was accompanied by an integrated marketing campaign, including a press announcement, e-newsletter, and posts on social media channels.

Each Company business has its own targeted marketing plan that varies by division and customer type. Falcon’s Beyond marketing efforts include uplifting and sharing FCG, FBB and FBD news and programs.

FCG’s marketing efforts are based largely on a business-to-business (“B2B”) approach. Given the 26-year history, FCG is generally well-known in the themed entertainment industry and therefore benefits from proven work history and customer referrals. To ensure that FCG maintains a proactive industry profile, FCG has a physical presence at key industry tradeshows and is an active participant in influential industry organizations such as the International Association of Amusement Parks and Attractions (IAAPA), the Themed Entertainment Association (TEA) and the Visual Effects Society (VES).

FCG also has a robust digital marketing presence, including a newly refreshed and visually rich website featuring imagery, company news, and examples of our design and media production as well as numerous case studies. This is complemented by targeted e-newsletters and blogs showcasing key project work and timely news. FCG has an established social media presence on channels including Facebook, Instagram, X, and YouTube, although the most successful channel given business-focused audience is its LinkedIn page, which has over 20,000 followers. FCG also produces an award-winning industry monthly podcast, Experience Imagination, that examines relevant topics in the themed entertainment industry to educate, inform and entertain listeners. Key guests include CEOs of influential industry organizations such as IAAPA and TEA. Marketing promotes the podcast through owned and earned channels.

FBB’s marketing program includes both B2B and business-to-consumer (“B2C”) approaches, integrating complementing messaging with FCG and FBD marketing efforts. Core focus is marketing Falcon’s Attractions brand with a growing presence on LinkedIn and YouTube to drive ride and attraction sales, technologies and services. On-going marketing efforts also include industry-related engagement such as trade shows and sponsorships as well as owned and earned channels.

Brand licensing and distribution are marketed via channels such as trade shows, summits, and publications. This marketing covers the licensing of proprietary IP for the distribution of our original linear content, the licensing of third-party brands, and sales of Falcon’s proprietary ride systems and technologies.

FBD’s marketing program is focused on supporting projects under development by establishing each program’s narratives and communication priorities. This involves key collaborations such as marketing strategic planning with joint ventures and licensed IP partners to align integrated marketing efforts. For FBD’s location‑based entertainment and destination projects development, our marketing team leads the efforts working with Company creative guardians to identify and frame the project narratives while developing brand assets and guidelines.

Sales

The Company’s sales strategies vary by business division and reflect differences in products, services, customer profiles, and commercialization models. FBD and certain parts of FBB business are in the development stage, and our sales efforts for these businesses are growth focused.

FCG generates revenue primarily through the provision of design, consulting, creative, and related professional services to third‑party customers and affiliated entities. FCG delivers its services pursuant to project‑specific agreements that define the scope of work, pricing structure, and commercial terms applicable to each engagement.

FCG’s revenue arrangements generally fall into several categories. Certain agreements are structured around defined scopes of work with payments tied to contractual milestones or deliverables. Other agreements provide for recurring revenue through flat monthly fees associated with ongoing services, advisory roles, or continuing support. In addition, depending on the nature and phase of a project, FCG may enter into time‑and‑materials‑based arrangements, particularly for advisory services, supplemental scopes, or short‑term engagements. Across these arrangements, FCG structures its engagements around agreed‑upon scopes, deliverables, or service parameters, with pricing mechanisms tailored to the requirements of each engagement.

In addition to third‑party customer engagements, FCG may generate revenue through cross‑divisional billing arrangements with other Falcon’s operating segments. These arrangements reflect the provision of creative, design, or professional services by FCG personnel in support of broader Falcon’s initiatives, and are governed by applicable intercompany agreements.

In connection with QIC’s Strategic Investment in FCG, QIC is provided priority access to FCG’s design and creative services for QIC‑sponsored projects. Services for QIC are provided pursuant to separate commercial agreements, and revenue is earned based on the specific contractual terms applicable to each engagement. FCG does not operate under a master services agreement, and as a result, the scope, pricing structure, and timing of revenue recognition may vary from agreement to agreement.

FBB conducts sales activities across multiple product and commercialization categories.

Through Falcon’s Attractions, FBB sells attraction systems, ride hardware, engineered entertainment technologies, and services related to theme park operators, location‑based entertainment venues, and destination developers worldwide. Sales efforts in this area are business‑to‑business and project‑driven, typically involving direct engagement with owners, developers, and operators, as well as participation in competitive procurement processes. Revenue is generated through system sales, engineering services, fabrication, integration, installation, and aftermarket support, depending on the scope of each engagement.

In addition, FBB’s entertainment franchise and IP activities may generate revenue through licensing arrangements, partnerships, and brand extensions across consumer products, digital platforms, and experiential formats. These arrangements are typically structured on a contractual basis and vary by franchise, territory, and commercialization channel.

FBD sales activities are focused on securing development partners, operators, and commercial relationships for location‑based entertainment and destination projects. FBD’s sales efforts emphasize partnership development rather than direct consumer sales and may include negotiations for licensing, management agreements, joint ventures, or other collaborative structures. For projects that reach operation, revenue may be derived from a combination of management fees, licensing fees, revenue‑sharing arrangements, or equity participation, depending on the structure of each project.

Intellectual Property Research and Development

The Falcon’s business has a long history of originating and advancing entertainment intellectual property, attraction systems, destination concepts, and experiential technologies through sustained investment in research, development, and creative innovation. Over multiple decades, these efforts have contributed to the development of both proprietary technologies and original entertainment concepts, including assets protected by issued and pending patents. This foundation reflects the Company’s ongoing commitment to developing IP intended for long‑term application across experiences, products, and platforms.

Our proactive research and development activities are focused on originating and advancing proprietary technologies, systems, and content intended for application across the Company’s future experiences, products, and platforms. These research and development activities are undertaken to anticipate future market needs, enable new forms of immersive entertainment, and support the scalability and repeatability of the Company’s offerings across physical and digital environments. Our team develops various software, hardware, and systems that help to power our products, integrating product management, engineering, analytics, data science, and design. Much of our experiential IP has been developed and tested in-house at our Falcon’s X-Lab research and prototype facility in Orlando, Florida.

Elements of this portfolio are protected through issued patents, pending patent applications, trade secrets, copyrights, trademarks, and contractual protections, while other elements are retained as confidential know‑how and internal methodologies. We rely on a combination of patents, trademarks, copyrights, trade secrets, and registered domain names to protect our IP rights and our success relies in part on our ability to protect our IP rights and the IP that we create for our clients.

Our patents and patent applications cover our attraction systems and experiential technologies. As of December 31, 2025, we hold 142 patents and 64 pending applications for patents including patents for:

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Assets recently acquired from OES related to advanced ride systems and technologies including trackless ride vehicles, control systems, motion platforms, suspended and inverted seating systems, flying theater configurations, rider‑controlled vehicle operation, dynamically reconfigurable dark ride technologies, and products such as the Evolution motion-base tracked ride system, and the Revolution Tru-Trackless motion-base ride, an omni-directional automated guided vehicle (AGV) system;

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CircuMotion Theater, a multi-dimensional, rotating platform that incorporates media content and special effects to create a fully immersive experience;

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Suspended Theater, which takes riders soaring across epic adventures delivering the unique sensation of flight in a new way;

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Falcon’s Vision, an augmented reality headset that is designed to be durable, functional, hygienic, and affordable for high-throughput LBEs;

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ON!X, a theater system which features continuous positional tracking, personalized player triumph moments, robust audience accessibility, and real-time scoring; and

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ÄEONXP, a technology solution that gamifies a conventional attraction experience into a flexible and enduring ecosystem of narrative data, complete with consequential choice customizations, character progressions, worldbuilding, global high-score competitions, and an exciting infrastructure within which to cultivate organic social interaction and gaming communities.

Our patents help us to protect our competitive advantage by preventing third parties from infringing our proprietary inventions. We recognize the value of our IP and vigorously defend our IP rights. However, despite our efforts to protect our IP, we may not be able to prevent third parties from developing similar technology or from infringing on our IP rights. Any infringement of our IP could harm our business. See Item 1A. Risk Factors – “Theft of our intellectual property, including unauthorized exhibition of our content, may decrease our licensing, franchising and programming revenue which may adversely affect our business and profitability.”

We rely on the IP laws of the United States and other relevant jurisdictions, as well as licensing agreements, confidentiality and non-disclosure agreements, and other contractual protections, to safeguard our IP assets. We have also entered into, and will continue to enter into, both in-bound and out-bound licensing agreements of IP rights.

Our on-boarding policy requires each of our employees to agree to enter into confidentiality undertakings and to agree that all inventions and discoveries that are conceived or made by such employee during their employment, which relate in any manner to Falcon’s current business or future business, are the sole property of Falcon’s. Additionally, independent contractors involved in the creation and/or development of IP for Falcon’s execute agreements that include confidentiality, work-for-hire, and IP assignment provisions providing that Falcon’s owns the results and/or deliverables created under such agreements. We also take reasonable steps to control and monitor access to our software, documentation, proprietary technology, and other confidential information.

We continue to evaluate additional IP protections to the extent we believe they would be beneficial and cost-effective. We intend to vigorously defend our IP rights and our freedom to operate our business. Despite our efforts to protect our IP assets, our IP could be deemed invalid or unenforceable or otherwise challenged and therefore such efforts may be unsuccessful. See the section entitled “Risk Factors,” including “Risk Factors — Risks Related to Our Intellectual Property” for a description of the risks related to our intellectual property.

Customers and Concentration of Customer Risk

For the year ended December 31, 2025, the Company derived 45% of its total revenue through the provision of shared services, comprising of accounting, legal, human resources, information technology and other support services, to FCG. Also, in its first partial year of operations, Falcon’s Attractions generated 28% of Company revenue from product sales and services to a themed entertainment operator.

FCG derives a significant portion of its revenue from a limited number of large customers, reflecting the scale, duration, and complexity of the projects undertaken. Our FCG customers are often themed entertainment developers and operators, museums, zoos, aquariums, cruise lines, media producers, IP holders. Recent significant customers have been government‑backed or institutional developers of large‑scale entertainment, cultural, and destination developments. As a result, FCG’s revenue is subject to concentration risk associated with the timing, scope, and continuation of such projects.

For the year ended December 31, 2025, FCG had two significant customers, QIC and NMDC, which generated an aggregate of approximately 60% and 39% of FCG's revenues respectively.

As of March 27, 2026, we have 9 active agreements with QIC, each of which may be terminated at will by either FCG, after providing 14 days’ notice to QIC, upon a further notice of 42 days or QIC upon 14 days’ notice to FCG. Further, there are no cross-termination or cross-default provisions in these agreements, as they relate to discrete services or projects that are not dependent on each other.

In addition to QIC, NMDC, is a significant customer of FCG, with services provided pursuant to contractual arrangements that may span multiple phases of development and are subject to modification, delay, or termination based on project requirements, approvals, or changes in development schedules. The active agreement may be terminated for convenience by NMDC upon 30 days’ notice to FCG.

Because our work for QIC and NMDC is not subject to a master services agreement, our rights and obligations and our time to complete a specific task may vary from agreement to agreement. The terms and conditions and unilateral termination rights of each agreement is generally tailored to the specific project or services covered by the applicable agreement.

Government Regulations

Given that we operate in several industries and geographically diverse locations, our operations are subject to a variety of rules and regulations. Several non-U.S. and U.S. federal and state agencies regulate various aspects of our business. We are subject to applicable laws and regulations in the United States and other countries in which we operate, and the rules and regulations of various governing bodies, which may differ among jurisdictions, including, without limitation, with respect to export restrictions, economic sanctions, consumer protection and privacy, data usage, data integrity, cybersecurity, intellectual property, content requirements, trade restrictions, tariffs, taxation and anti-corruption. These regulations are often complex and subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as foreign, federal, state, and local administrative agencies. We may be required to incur costs to comply with these requirements, and the costs of compliance, investigation, remediation, litigation, and resolution of regulatory matters could be substantial. See the section entitled “Risk Factors,” including “Risk Factors — Risks Related to Regulatory, Tax, Legal and Compliance Matters” for a description of the risks related to the potential impact of government regulations.

FCG is subject to applicable federal and state regulation in the United States, including, without limitation, regulations relating to protection of intellectual property, such as copyright, patent, and trade secret and other propriety-rights laws and regulations. See “—Intellectual Property Research and Development” above for further information about how we use U.S. laws to protect our intellectual property rights. Our products available in international markets are also subject to applicable U.S. and non-U.S. laws and regulations. When FCG is contracted to integrate its products with overseas businesses, we are subject to the laws and regulations relating to, as applicable, temporary work authorizations or work permits, and other immigration matters of the countries where those businesses are located. These laws and regulations are continually evolving and are subject to change over time. See “Risk Factors – We are exposed to risks related to operating in the Kingdom of Saudi Arabia” for regulatory and legal risks with respect to our relationship with QIC, and see “Risk Factors– We operate in certain international regions that experience varying degrees of social, political, military, and economic instability. These conditions may include civil unrest, geopolitical tensions, armed conflicts, acts of terrorism, or other disruptions that could adversely affect our operations, supply chain, workforce, or the ability of customers and partners to conduct business with us. Any escalation of these risks in the countries where we operate could negatively impact our financial results, business continuity, and long term strategic objectives” for more information about general regulatory and legal risk.

FBB including its Falcon’s Attractions business, is subject to applicable laws and regulations of the United States and other jurisdictions in which it operates. These laws and regulations include, without limitation, those relating to the protection of intellectual property, data privacy and security, product safety, and commercial contracting. Falcon’s Attractions designs, manufactures, sells, and installs attraction systems, components, and related technologies for customers worldwide. As a result, FBB is subject to laws and regulations governing the manufacture, export, import, transportation, and installation of physical goods, including customs, trade, logistics, and cross‑border shipping requirements applicable to large‑scale equipment and materials. FBB conducts its international operations in compliance with applicable trade, customs, and regulatory requirements in the jurisdictions in which its products are manufactured, shipped, and installed. In connection with its partnerships with other brands, content creators, and licensors, FBB may also work alongside third‑party rights holders to support the protection and enforcement of intellectual property rights, where applicable. FBB designs, develops, and operates its products and services in compliance with the laws and regulations of the relevant jurisdictions.

FBD and its joint venture entities and operations are subject to applicable environmental laws and regulations in the countries in which they operate hotels, theme parks, FCs or other properties, such as laws and regulations relating to water resources, discharges to air, water and land, the handling and disposal of solid and hazardous waste, and the cleanup of properties affected by regulated materials. Under these laws and regulations, should circumstances warrant, we may be required to investigate and clean up hazardous or toxic substances or chemical releases from current or formerly owned or operated facilities or to mitigate potential environmental risks. Environmental laws typically impose cleanup responsibility and liability without regard to whether the relevant entity knew of or caused the presence of the contaminants. The costs of investigation, remediation or removal of regulated materials may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use, transfer or obtain financing with respect to our property. See the section entitled “Risk Factors,” including “Risk Factors — Risks Related to Regulatory, Tax, Legal and Compliance Matters — United States or international environmental laws and regulations may cause us to incur substantial costs or subject us to potential liabilities.”

At our hotel and theme park, Falcon’s, Meliá, our joint ventures, and third-party service providers collect, use and retain large volumes of guest data, including credit card numbers and other personally identifiable information, for business, marketing and other purposes. We also maintain personally identifiable information about our employees. As such, we are subject to applicable security and data privacy laws and regulations in the countries where we operate regarding protection against the risk of theft, loss or unauthorized or unlawful use of guest, employee or company data. For example, FBD is subject to the General Data Protection Regulation (“GDPR”). This EU law governing data privacy and protection applies to all our activities conducted from an establishment in the EU or related to certain of our products and services offered in the EU and imposes a range of compliance obligations regarding the handling of personal data.

In addition, our joint ventures are subject to other governmental regulations in the countries where they operate including, without limitation, labor, zoning and land use, minimum wage and health and safety regulations applicable to hotel, restaurant and theme park construction and operations.

Human Capital Management

The Company

Our key human capital management objectives are to attract, retain and develop the highest quality talent throughout our company. To support these objectives, we strive to provide our employees good working conditions and competitive pay, as well as a wide range of benefits programs to eligible employees. We continuously evaluate our benefits programs and policies to meet present and future employee needs and desires. These programs and policies are intended to ensure the well-being of our employees. Programs and policies applicable to our U.S. employees generally include, but are not limited to, access to medical, dental, life, short-term and long-term disability insurance benefits, a 401(k) and profit-sharing plan to assist employees in saving for their future and paid vacation and holidays.

At Falcon’s, culture is not just an incidental by-product of working together, it’s our way of life. We believe in integrity, inclusion, diversity, and fairness, as shown by the employee initiatives that we encourage and enforce:

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respectful communication and cooperation between all employees;

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teamwork and employee participation, encouraging the representation of all groups and employee perspectives;

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work/life balance through flexible work schedules to accommodate employees’ varying needs; and

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employer and employee contributions to our communities to promote a greater understanding and respect for diversity.

As of December 31, 2025, we had 243 full-time employees, of which 209 were based at our Orlando headquarters and 34 were based in the Philippines. None of our U.S. or Philippines-based employees are covered by collective bargaining agreements. This does not include employees of our joint venture entities, which are discussed below. In 2023, Falcon’s was awarded the Top Workplaces Orlando regional award by Orlando Sentinel for the second year in a row.

We consider our employees relations to be good.

Our Joint Ventures

Our Joint Venture with Meliá as of December 31, 2025, had approximately 9 year-round, full-time employees, of which all are based in Spain.

As of December 31, 2025, there were an additional 222 full-time and partial-time employees that work all or a part of the operating season of the given property.

All Spanish joint venture employees are subject to collective bargaining agreements governed by the Estatuto de los Trabajadores (the “Workers’ Statute”) of Spain. These agreements are reached after negotiations between unions, industry representatives, and public administrators. At the beginning of 2025, there was a 6% wage increase.

Insurance

The Company

We maintain insurance, excess coverage, or reinsurance for property and commercial general liability, personal and advertising injury, automobile liability, professional services liability, workers’ compensation, cybersecurity. and other coverage in amounts and on terms that our management believes are commercially reasonable and appropriate, based on our actual claims experience and expectations for future claims.

We also maintain insurance for our non-U.S. activities and operations including commercial general liability, automobile liability, employer’s liability, kidnap and ransom, and other coverage in amounts and on terms that our management believes are commercially reasonable and appropriate, based on our actual claims experience and expectations for future claims.

There can be no assurance that our insurance coverage will be adequate to cover all claims to which we may be exposed. See “Risk Factors – Our insurance may not be adequate to cover potential losses, liabilities and damages of our product divisions, the cost of insurance may continue to increase materially and we may not be able to secure insurance to cover all of our risks, all of which could have a material adverse effect on us.”

Meliá-Falcon’s Joint Venture Entities

Our joint venture entities maintain insurance for property, professional services liability, commercial general liability and other appropriate coverage in amounts and on terms that our management believes are commercially reasonable and appropriate for businesses operating in the tourism industry in the geographies in which we operate, based on Falcon’s, Meliá’s and the joint ventures entities’ actual claims experience and expectations for future claims. The joint venture entities also maintain general accident insurance and life insurance. This general liability insurance provides coverage for hotel and theme park employees’ death and incapacity, resulting from our operations. We believe these insurance policies are adequate for foreseeable losses and on terms and conditions that are reasonable and customary with solvent insurance carriers. In addition, the joint ventures maintain what we believe to be appropriate levels of insurance coverage in areas where there is a high probability of severe weather events or earthquakes.

The types and levels of coverage the joint ventures obtain may vary from time to time depending on their view of the likelihood of specific types and levels of loss in relation to the cost of obtaining coverage for such types and levels of loss and they may experience material losses that exceed, or are not covered by, their insurance.

We generally evaluate our insurance policies on an annual basis, which may involve renegotiation of terms as necessary. The majority of our current insurance policies were renewed during the first half of 2025. We cannot predict the level of the premiums that we may be required to pay for subsequent insurance coverage, the level of any retention applicable thereto, the level of aggregate coverage available or the availability of coverage for specific risks.