Funko SEC Filings

Yves Le Pendeven, Chief Financial Officer of Funko, Inc. (FNKO), reported the vesting of 2,950 restricted stock units (RSUs) that convert into Class A common shares. To satisfy tax withholding on the vesting, 795 shares were sold under a Rule 10b5-1 "sell to cover" instruction at a weighted-average price of $2.5911 (sales ranged $2.54–$2.63).

After these transactions the reporting person directly holds 43,500 shares and retains economic exposure to 8,850 RSUs/derivative units. The original RSU grant totaled 11,800 units, scheduled to vest in four equal annual installments beginning August 8, 2024, subject to continued employment.

Funko appointed Josh Simon as Chief Executive Officer effective September 1, 2025, replacing Interim CEO Michael Lunsford who will remain on the Board. Mr. Simon joins from Netflix where he led global consumer products and live experiences and previously held senior roles at Nike and The Walt Disney Company. His employment term is three years with automatic one-year renewals unless notice is given. Compensation includes a $1,000,000 base salary, an annual cash incentive target equal to 100% of base salary, relocation assistance up to $100,000, and a long-term equity target of at least $2,500,000 beginning in fiscal 2027. He received sign-on equity: 1,000,000 restricted stock units vesting over four years and 750,000 restricted stock units with time-based and stock-price performance vesting (price hurdles of $8.00 and $20.00 per share, each exercisable within seven years). The agreement includes severance protections (24 months base pay and COBRA reimbursement for eligible terminations) and customary restrictive covenants.

Funko, Inc. (Nasdaq: FNKO) has filed a Form S-3 shelf registration statement allowing the company to issue up to $100 million in a mix of Class A common stock, preferred stock, debt, warrants, purchase contracts and units. The filing also registers up to 12,626,024 existing Class A shares for resale by a selling securityholder; Funko will not receive proceeds from those resales.

The shelf includes a separate at-the-market (ATM) Sales Agreement with BTIG for up to $40 million of Class A common stock, which counts against the $100 million aggregate limit. Unsold ATM capacity can be rolled into other offerings under the base prospectus.

Proceeds received by Funko (from any new primary issuance) will be used for general corporate purposes; exact use will be detailed in future prospectus supplements. The company designates itself as an accelerated filer. Shares are listed on Nasdaq Global Select; the last reported price on 5 Aug 2025 was $3.60 per share.

The document provides standard “shelf” language, risk-factor cross-references and a detailed description of capital structure, but does not include current financial results or forward guidance. Investors should monitor subsequent prospectus supplements for pricing, dilution impact and specific use-of-proceeds.

Q2 2025 snapshot: Net sales fell 21.9 % YoY to $193.5 m as retailers curtailed orders; U.S. revenue dropped 27.7 % while Europe slipped 4.3 %. Core Collectibles declined 15.7 % and Loungefly 23.2 %. Gross margin contracted 9.9 ppt to 32.1 % on higher freight and inventory reserves, driving an operating loss of $34.7 m versus a $10.7 m profit last year. Net loss reached $41.0 m (-$0.74 EPS) versus $5.4 m income in Q2 2024.

Six-month view: Sales down 17 % to $384.2 m; net loss widened to $69.1 m. Operating cash outflow was $44.4 m, reversing a $60.4 m inflow last year.

Balance sheet stress: Cash rose to $49.2 m, but the revolver balance surged to $145 m and term-loan debt of $104.2 m is now classified current due to forecast covenant breaches. Current liabilities exceed current assets by $161.7 m. Amendment No.4 waives leverage and coverage covenants for Q2–Q3 2025 and raises pricing by 400 bps, yet management still expects non-compliance by Q4 and flags “substantial doubt” about going-concern status. The company is evaluating cost cuts, refinancing, equity issuance and strategic alternatives, including a potential sale.

Key metrics: Adj. EBITDA –$16.5 m (vs. +$27.9 m); weighted-avg. shares 54.7 m A, 0.65 m B; inventory $101.3 m; working-capital deficit $161.7 m.

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.