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.

Insights

Financial Analyst

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.

Corporate Governance Expert

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Simon Josh

(Last) (First) (Middle)

C/O FUNKO, INC.

2802 WETMORE AVENUE

(Street)

EVERETT WA 98201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Funko, Inc. [ FNKO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/01/2025		A		1,000,000		(2)	(2)	CLASS A COMMON STOCK	1,000,000	$0	1,000,000	D
Restricted Stock Units	(1)	09/01/2025		A		750,000		(3)(4)	(3)(4)	CLASS A COMMON STOCK	750,000	$0	750,000	D

Explanation of Responses:

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.

2. 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).

3. 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

4. (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.

Remarks:

	/s/ Tracy Daw, as Attorney-in-Fact for Josh Simon	09/03/2025
	** Signature of Reporting Person	Date
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FAQ

What did Funko CEO Josh Simon receive according to the Form 4 (FNKO)?

The Form 4 reports grants of 1,000,000 restricted stock units vesting over four years and 750,000 RSUs with time- and performance-based vesting tied to $8 and $20 share-price hurdles.

When were the RSU grants to Josh Simon reported?

The transactions are reported with a transaction date of 09/01/2025, and the Form 4 was signed by an attorney-in-fact on 09/03/2025.

How do the performance RSUs for Josh Simon vest?

Of the 750,000 RSUs, one-third vests over three years by service; one-third vests if the stock reaches $8.00 (45-day trailing average or change-in-control price); the remaining one-third vests if the stock reaches $20.00, with hurdles to be achieved before the seventh anniversary and subject to continued service.

Do the RSUs convert to shares or cash?

Each RSU represents a contingent right to one share of Class A common stock or, at the issuer’s election, an equivalent cash payment.

Do these filings show the resulting ownership percentage after the grant?

No. The Form 4 reports the number of RSUs and shares underlying them but does not disclose total outstanding shares or percentage ownership, so ownership percentage cannot be determined from this filing alone.