[8-K] Funko, Inc. Reports Material Event

Rhea-AI Filing Summary

Funko, Inc. disclosed an amendment to its Stockholders Agreement with TCG Fuji 3.0, LP that changes how certain at-the-market share issuances affect TCG-related consent rights. The amendment specifies that up to $40 million of Class A common stock issued in at-the-market offerings will be excluded from the 22% beneficial ownership threshold used to determine whether TCG-related parties retain consent rights. The filing identifies the Amendment dated August 14, 2025 and the Cover Page Interactive Data File dated August 15, 2025. The document is signed by Tracy D. Daw, Chief Legal Officer and Secretary.

Insights

Corporate Governance Specialist

TL;DR: The amendment carves out up to $40M of at-the-market shares from the 22% ownership test, altering the scope of TCG-related consent rights.

This amendment formally permits the Company to issue up to $40 million of Class A common stock in at-the-market offerings without those shares counting toward the 22% beneficial ownership threshold that triggers or sustains TCG-related parties' consent rights. That change increases the Companys financing flexibility by allowing incremental issuance capacity while keeping the stated ownership threshold nominally intact. The provision is a governance-level change with potential implications for control dynamics between the Company and TCG-related parties; the filing does not disclose any economic terms for the offerings or further limits or conditions on issuance.

Securities Analyst

TL;DR: The amendment creates headroom for at-the-market financings up to $40M by excluding those shares from the 22% beneficial ownership test.

From a capital markets perspective, excluding up to $40 million of at-the-market issuances from the ownership calculation effectively expands the Company's accessible equity issuance capacity under the existing governance framework. The filing provides no details on timing, pricing, or planned use of proceeds for such offerings, so the market impact and dilutive effect cannot be quantified from this disclosure alone. The amendment is procedurally material but lacks transactional specifics in the filing.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

August 14, 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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, Funko, Inc. (the “Company”) is party to a Stockholder’s Agreement, dated May 3, 2022 (the “Stockholders Agreement”), with its largest stockholder, TCG Fuji 3.0, LP (“TCG”). The Stockholders Agreement provides that for as long as TCG, together with any affiliate of TCG to which TCG transfers the Company’s Class A common stock (collectively, “TCG Related Parties”), beneficially owns, directly or indirectly, in the aggregate, 22% or more of all issued and outstanding shares of the Company’s Class A common stock (assuming that all outstanding common units in the Company’s subsidiary, Funko Acquisition Holdings, L.L.C., are redeemed for newly issued shares of Class A common stock on a one-for-one basis), the Company will not take certain actions, including making certain issuances of capital stock, without the prior written approval of TCG (such rights, the “Consent Rights”).

On August 14, 2025, in connection with potential future sales under at-the-market offerings pursuant to which the Company may issue and sell shares of Class A common stock from time to time and for which TCG has a Consent Right, the Company and TCG entered into an amendment to the Stockholders Agreement (the “Amendment”) to provide that the 22% beneficial ownership threshold as described above for the TCG Related Parties to retain the Consent Rights will exclude up to $40 million of shares of Class A common stock issued by the Company in at-the-market offerings.

The foregoing description of the Amendment does not purport to be a complete description, and is subject to and qualified in its entirety by reference to the full text of the Amendment which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
10.1		Amendment to Stockholder’s Agreement, between the Company and TCG Fuji 3.0, LP, dated August 14, 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 15, 2025				FUNKO, INC.
						By:		/s/ Tracy D. Daw
								Tracy D. Daw
								Chief Legal Officer and Secretary

FAQ

What change did Funko (FNKO) disclose in the 8-K?

The 8-K reports an amendment to the Stockholders Agreement with TCG Fuji 3.0, LP that excludes up to $40 million of Class A stock issued in at-the-market offerings from the 22% beneficial ownership threshold used for TCG-related consent rights.

How much stock is excluded from the 22% ownership threshold?

Up to $40 million of Class A common stock issued in at-the-market offerings will be excluded from the 22% beneficial ownership calculation.

When was the amendment executed and filed?

The Amendment is dated August 14, 2025 and the Cover Page Interactive Data File in the filing is dated August 15, 2025.

Does the filing state how Funko will use proceeds from any at-the-market offerings?

No. The filing does not provide any information on timing, pricing, or intended use of proceeds for at-the-market offerings.

Who signed the 8-K for Funko?

The document is signed by Tracy D. Daw, Chief Legal Officer and Secretary.