Form 4: Katmandu Ventures Redeems Falcon's Beyond Units

Katmandu Ventures, a 10% owner of Falcon's Beyond Global, Inc., redeemed 350,000 common units for Class A common stock, adjusting its beneficial ownership.

Summary

• Katmandu Ventures, LLC, a 10% owner of Falcon's Beyond Global, Inc. (FBYD), reported a transaction on December 18, 2025.
• The transaction involved the redemption of 350,000 Common Units of Falcon's Beyond Global, LLC.
• This redemption resulted in Katmandu Ventures acquiring 350,000 shares of Class A Common Stock.
• Concurrently, 350,000 shares of non-economic voting Class B Common Stock were canceled.
• Following this transaction, Katmandu Ventures beneficially owns 2,445,087 shares of Class A Common Stock and 28,716,097 shares of Class B Common Stock.
• The reported amounts reflect an adjustment for a stock dividend effective December 17, 2024, which paid 0.2 shares of Class A and Class B Common Stock (and equivalent Common Units) per share held.
• Katmandu's remaining beneficial ownership includes 15,716,097 Common Units/Class B shares not subject to transfer restrictions, 4,875,000 units/shares received on December 12, 2025, subject to a 1-year lockup, and 8,125,000 units/shares held in escrow subject to earnout milestones.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction (conversion of units to stock) by a 10% owner, which is a standard mechanism for liquidity. It does not inherently convey positive or negative sentiment about the company's performance or prospects, but rather a change in the form of beneficial ownership.

Positives

• Katmandu Ventures, LLC converted 350,000 Common Units into an equal number of Class A Common Stock, increasing its direct ownership of the publicly traded, more liquid Class A shares.
• The transaction demonstrates the exercise of redemption rights available to holders of Common Units, providing a pathway for liquidity.

Negatives

• The redemption resulted in the cancellation of 350,000 shares of Class B Common Stock, which are non-economic voting shares, but still represent a reduction in the total number of shares associated with the Common Units.

Risks

• Certain Common Units and corresponding Class B Common Stock (4,875,000 units/shares) received on December 12, 2025, are subject to an additional 1-year lockup period from the date they were earned.
• An additional 8,125,000 Common Units and corresponding Class B Common Stock are held in an escrow account and will only be released upon the satisfaction of specific earnout milestones, introducing uncertainty regarding their future acquisition.
• Once earnout securities are released from escrow, they will also be subject to an additional 1-year lock-up period.

Future Outlook

Holders of Common Units, including Katmandu Ventures, LLC, retain the right to redeem their units for an equal number of Class A Common Stock or cash (at the Issuer's option) once any applicable lock-up periods expire. Additionally, 8,125,000 Common Units held in escrow for Katmandu Ventures are subject to release upon the satisfaction of future earnout milestones.

Management Comments

• Jill K. Markey is identified as the manager of Katmandu Ventures, LLC, and signed the filing on its behalf.

Industry Context

This Form 4 filing details an insider transaction, specifically a conversion of equity units by a significant owner. Such transactions are common mechanisms for early investors or founders to convert their illiquid equity interests into publicly tradable shares, often following lock-up periods or earnout achievements. It does not directly reflect broader industry trends but rather the internal capital structure and ownership dynamics of Falcon's Beyond Global, Inc.

Comparison to Industry Standards

• NA

Related Party Transactions

• The transaction involves Katmandu Ventures, LLC, which is a 10% owner of Falcon's Beyond Global, Inc., making it a related party transaction.

Stakeholder Impact

• Shareholders: The conversion of Common Units to Class A Common Stock by a significant owner could slightly increase the float of Class A shares over time, potentially impacting liquidity and trading volume.
• Katmandu Ventures, LLC: Increases the liquidity of its holdings by converting less liquid Common Units into publicly tradable Class A Common Stock.

Next Steps

• Katmandu Ventures, LLC may continue to redeem its remaining Common Units for Class A Common Stock or cash, subject to lock-up periods and the Issuer's option.
• The 8,125,000 Common Units held in escrow for Katmandu Ventures, LLC will be released upon the satisfaction of specified earnout milestones, after which they will be subject to a 1-year lock-up.

Key Dates

Keywords

Falcon's Beyond Global, FBYD, Katmandu Ventures, SEC Form 4, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Common Units, Redemption, Insider Transaction, Stock Dividend, Earnout, Lock-up