FNKO Form 4: Josh Simon receives 1,000,000 time RSUs and 750,000 performance RSUs
Rhea-AI Filing Summary
Josh Simon, identified as Chief Executive Officer and a director of Funko, Inc. (FNKO), reported grants of restricted stock units on 09/01/2025. The filing shows two awards: 1,000,000 RSUs that vest in four equal annual installments beginning on the first anniversary of September 1, 2025 (with full vesting on a change in control), and 750,000 RSUs with mixed time- and performance-based vesting. The 750,000 RSUs vest one-third over three years and two-thirds only if stock-price hurdles of $8.00 and $20.00 (measured by a 45-trading-day trailing average or change-in-control price) are achieved before the seventh anniversary, subject to continued service. Each RSU converts to one share of Class A common stock or cash at the issuer’s election. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Simon on 09/03/2025.
Positive
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Negative
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Insights
TL;DR: Large executive equity grants align pay with long-term stock performance but represent a sizeable potential share issuance.
The awards combine time-based and performance-based RSUs, which aligns CEO incentives with both retention and share-price appreciation. The 1,000,000 time-vested RSUs promote retention over four years, while the 750,000 performance RSUs tie a material portion of compensation to achieving $8 and $20 price hurdles within seven years, measured on a 45-day trailing average or change-in-control price. This structure reduces short-term risk-taking and links pay to absolute share-price milestones. The filing does not disclose current outstanding shares or resulting dilution, so investors cannot quantify ownership impact from the document alone.
TL;DR: The grant structure uses robust performance conditions but is a materially large award requiring disclosure context.
Performance hurdles and multi-year vesting are governance-positive features that emphasize sustained value creation and retention. The cash-or-stock settlement clause is standard but can affect share count if settled in stock. The Form 4 confirms the awards and vesting mechanics but omits contextual details such as prior holdings, total dilution impact, or board rationale for grant size; those omissions limit assessment of proportionality and shareholder alignment from this filing alone.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Units | 1,000,000 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 750,000 | $0.00 | -- |
Footnotes (1)
- Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock or, at the election of the Issuer, an equivalent cash payment. The grant of 1,000,000 RSUs will vest in four equal installments on each of the first through fourth anniversaries of September 1, 2025, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date, provided that the RSUs will vest in full upon a change in control). The grant of 750,000 RSUs will vest on the following terms: (A) 1/3 of the RSUs will vest in three equal annual installments on each of the first three anniversaries of September 1, 2025, (B) 1/3 of the RSUs will vest based on the achievement of a stock price hurdle equal to or greater than $8.00 per share based on (I) the average of the Companys closing share price over a 45 trading day trailing average or (II) the price received by holders of Class A common stock in connection with a change in control for each share of Class A common stock held on the date of such change in control, and (C) the remaining 1/3 of the RSUs will vest based on the achievement of a stock price hurdle equal to or greater than $20.00 per share based on (I) the average of the Companys closing share price over a 45 trading day trailing average or (II) the price received by holders of Class A common stock in connection with a change in control for each share of Class A common stock held on the date of such (continued from Footnote 3) change in control, which stock price hurdles must be achieved prior to the seventh anniversary of September 1, 2025, and in each case subject to Reporting Person's continued service through the applicable vesting dates.
