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Falcon's Beyond Global, Inc.

For the period ended Dec 31, 2025. Filed Mar 30, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 30, 2026

FBYD$6.65-2.6%Stored close · as of Nov 10, 2026

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Item 3. Legal Proceedings

The Company is named from time to time as a party to lawsuits and other types of legal proceedings and claims in the normal course of business. The Company accrues for contingencies when it believes that a loss is probable and that it can reasonably estimate the amount of any such loss.

As previously disclosed on March 27, 2024, a lawsuit was filed against the Company by Guggenheim Securities, LLC (“Guggenheim”) in which Guggenheim alleges that the Company owes certain fees and expenses of $11.1 million for services allegedly performed by Guggenheim in connection with the Business Combination consummated on October 6, 2023 (the “Guggenheim Complaint”). The Company has denied all liability in response to the Guggenheim Complaint. In addition, the Company has filed counterclaims against Guggenheim for fraud, breach of contract, breach of fiduciary duty, and equitable recession. Guggenheim has denied all liability as to those counterclaims. On June 30, 2025, Guggenheim filed a Notice of Issue and Certificate of Readiness for trial, but discovery has not been concluded and Falcon's moved to strike it. Solely as part of the Company’s accounting approach to transaction expenses related to the Business Combination, prior to the Company’s receipt of the Guggenheim Complaint, the Company accrued $11.1 million as of December 31, 2025 and 2024, with respect to the alleged amended engagement agreement with Guggenheim. The Company intends to vigorously defend itself against the claims alleged in the Guggenheim Complaint and contest the amounts Guggenheim asserts are owed, and to pursue damages based on the Company's amended counterclaims.

On July 29, 2025, the Company received a Summons to answer a Motion for Summary Judgment in Lieu of Complaint filed in the Supreme Court of the State of New York, New York County (the "Motion”) from FAST Sponsor II LLC (“FAST”) in which FAST alleged that the Company owes FAST payment for principal, interest, and penalties of $9.1 million for two separate loans relating to the Company’s deSPAC transaction that closed in October, 2023. The Company and FAST entered into a Confidential Settlement Agreement and Release, dated as of November 26, 2025, pursuant to which the Company paid an upfront settlement payment of $2.5 million on December 1, 2025, and agreed to pay a deferred settlement payment of $7.0 million on or before January 31, 2027. On February 20, 2026, the Company and FAST filed a Stipulation of Discontinuance and Order with the Supreme Court of the State on New York, New York County.

FAST Sponsor II Settlement

On November 26, 2025, the Company entered into a settlement agreement with FAST with respect to the ongoing action, FAST Sponsor II LLC v. Falcon’s Beyond Global, LLC, Index No. 654438/2025, filed by FAST on July 25, 2025 in the Supreme Court of the State of New York, New York County, in which FAST alleged that the Company owes FAST payment for principal, interest, and penalties of $9.1 million for two separate term loans (the “Action”).

The Settlement Agreement settles all claims on any legal or equitable theory arising out of, connected with, relating to, depending on or derivative of the subject matter of the Action, in consideration of (i) an up front settlement payment of $2,500,000, to be paid by the Falcon Parties to FAST within two business days of the execution of the Settlement Agreement (the “Up Front Settlement Payment”), (ii) a deferred settlement payment of $7.0 million, to be paid by the Falcon Parties to FAST on or before January 31, 2027 (the “Deferred Settlement Payment”, and together with the Up Front Settlement Payment, the “Settlement Payments”), with ratable decreases for early payment provided that the Deferred Settlement Payment will never be less than $6.0 million, and if the Deferred Settlement Payment is not paid on or before January 31, 2027, it will accrue interest at a rate of 10.75% per annum until paid, and (iii) upon receipt by FAST of payment in full of the Settlement Payments, the forfeiture and assignment to the Company of all securities held by FAST as of the date of the Settlement Agreement, which includes 135,000 shares of the Company’s Class A common stock and 600,000 shares of the Company’s Class A common stock held in escrow (the “FAST Securities”), and FAST agreed to subject the FAST Securities to transfer restrictions until such forfeiture or an earlier Event of Default (as defined below). The Up Front Settlement Payment was paid on December 1, 2025.

Pursuant to the Settlement Agreement, the Falcon Parties agreed to place certain distributions made by Producciones de Parques, S.L. and Fun Stuff, S.L. to the Falcon Parties in respect of (x) a tax refund from the Spanish Tax Administration Agency in respect of the previously-announced sale of the equity interests in Tertian XXI, SL, which owned the real estate assets comprising a resort hotel in Tenerife, Spain, and/or (y) a sale, directly or indirectly, of the Company’s hotel resort ant theme park located in Mallorca, Spain, in each case up to the amount of all unpaid Settlement Payments, into escrow as an express trust for the benefit of FAST and to grant FAST a first priority security interest in such distributions, to pledge to FAST all of the Falcon Parties’ equity interests in Katmandu Group, LLC to secure such distributions, and other covenants relating to the payment of such distributions into such escrow account.

The Settlement Agreement requires the parties to file a joint stipulation of dismissal of the Action without prejudice upon the latest of the payment of the Up Front Settlement Payment and the execution of the security agreement and instructions with respect to the distributions described above. The Settlement Agreement also includes mutual releases of the parties and each of their parents, subsidiaries, predecessors, successors, assigns, assignees, divisions, departments, subdivisions, joint ventures, shareholders, members, present and former officers, directors, attorneys, agents, and employees, which will take effect on the 91st day after receipt in full of the Deferred Settlement Payment. In the event that the Deferred Settlement Payment is not paid in full on or before January 31, 2027 (an “Event of Default”), the Settlement Agreement provides that such releases will be void, FAST will no longer be required to forfeit the FAST Securities or subject them to transfer restrictions, and both FAST and the Falcon Parties will be entitled to re-assert their claims against each other.

On February 20, 2026, the parties filed a Stipulation of Discontinuance and Order with the Supreme Court of the State of New York, New York County.

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