Funko 8-K/A reveals two-month Interim CEO compensation package

Rhea-AI Filing Summary

Funko, Inc. (FNKO) filed an amended Form 8-K to supplement its 7 July 2025 report regarding the appointment of Michael Lunsford as Interim CEO. The filing adds the 31 July 2025 letter agreement that governs Lunsford’s service. He will serve for a maximum of two months, or until a permanent CEO is hired. Compensation consists of (i) a $75,000 monthly cash fee and (ii) 10,000 restricted stock units per month, which vest at month-end subject to continued service. Lunsford may also participate in all standard company benefit plans. No other terms of the original report were modified, and the letter agreement is included as Exhibit 10.1.

Positive

• Transparent disclosure of Interim CEO compensation terms via public exhibit enhances governance clarity.
• Short two-month term limits extended leadership uncertainty and caps potential dilution to 20,000 RSUs.

Negative

• Filing confirms absence of a permanent CEO, prolonging strategic uncertainty.
• Monthly package of $75k cash plus equity represents an added expense during transition.

Insights

Corporate Governance Expert

TL;DR – Interim CEO agreement clarified; limited term reduces long‐term risk but leadership gap persists.

The amendment supplies concrete compensation details for Michael Lunsford’s interim tenure. A two-month horizon signals the Board’s intent to expedite a permanent hire, mitigating prolonged uncertainty. Monthly equity grants align incentives yet limit dilution to 20,000 shares if the full term is served. Cash compensation of $75k per month is in line with short-term executive market rates for a company of Funko’s size. While disclosure is routine, the filing removes ambiguity around leadership costs, a modest positive for governance transparency. However, it also confirms FNKO remains without a permanent CEO, an overhang that could weigh on strategic execution until resolved.

0001704711 0001704711 2025-07-05 2025-07-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

July 31, 2025 (July 5, 2025)

Date of Report (Date of earliest event reported)

FUNKO, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38274		35-2593276
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2802 Wetmore Avenue

Everett, Washington 98201

(Address of Principal Executive Offices) (Zip Code)

(425) 783-3616

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

☐ 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))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share		FNKO		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. ☐

Explanatory Note

This Current Report on Form 8-K/A amends Item 5.02 of the Current Report on Form 8-K (the “Original Form 8-K”) filed by Funko, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on July 7, 2025. Except for the additional information described below, nothing disclosed in the Original Form 8-K has changed.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, on July 5, 2025, the Company’s Board of Directors (the “Board”) appointed Michael Lunsford as the Company’s Interim Chief Executive Officer.

In connection with Mr. Lunsford’s appointment as Interim Chief Executive Officer, on July 31, 2025 the Company entered into a letter agreement, effective as of July 5, 2025 with Mr. Lunsford (the “Letter Agreement”). The Letter Agreement provides for a two-month term (or if earlier, the date the Company hires a replacement Chief Executive Officer).

Pursuant to the Letter Agreement, for each month that Mr. Lunsford serves as Interim Chief Executive Officer, Mr. Lunsford will receive a monthly cash fee of $75,000, as well as a monthly award of 10,000 restricted stock units (“RSUs”), which award of RSUs shall vest on the last day of such month to which it relates, subject to Mr. Lunsford’s continued service to the Company through such vesting date. Mr. Lunsford is also eligible to participate in all Company employee benefit plans or programs.

The foregoing description of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
10.1		Letter Agreement, by and between the Company and Michael Lunsford, dated July 31, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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: August 4, 2025				FUNKO, INC.
		By:		/s/ Tracy D. Daw
				Tracy D. Daw
				Chief Legal Officer and Secretary

FAQ

What did Funko (FNKO) disclose in its amended Form 8-K?

The company detailed the compensation terms for Interim CEO Michael Lunsford via a letter agreement dated 31 Jul 2025.

How long will Michael Lunsford serve as Funko’s Interim CEO?

Up to two months starting 5 Jul 2025, or until a permanent CEO is hired, whichever comes first.

What is the cash compensation for Funko’s Interim CEO?

Lunsford will receive $75,000 per month during his interim service.

How many RSUs will the Interim CEO receive?

He is granted 10,000 restricted stock units each month, vesting at month-end contingent on service.

Where can investors find the full Interim CEO agreement?

The letter agreement is filed as Exhibit 10.1 to the amended Form 8-K.