Funko, Inc. SEC Filings

Funko, Inc. chief legal officer Tracy D. Daw exercised restricted stock units into Class A common stock over two days. On March 12, 2026, 9,767 RSUs converted into 9,767 shares at $0.00 per share, increasing direct holdings to 47,209 shares. On March 13, 2026, 12,600 RSUs converted into 12,600 shares at $0.00 per share, bringing direct ownership to 59,809 Class A shares. Footnotes note prior grants of 39,069 RSUs on March 12, 2025 and 50,400 RSUs on March 13, 2024, each vesting in four equal annual installments and settled in one share of Class A stock or equivalent cash per RSU.

Funko, Inc. filed its annual report describing its pop culture consumer products business, key risks and capital structure. The company highlights broad licensing relationships with over 250 content providers and notes that no single property exceeded 5% of sales in 2025, with the top five third-party properties representing 19% of sales.

Evergreen properties accounted for roughly 69% of 2025 sales, and international customers generated about 40% of sales, up from 35% in 2024. Core Collectible products, including Pop! Vinyl, represented 80% of 2025 sales, while Loungefly contributed 17%. Royalty expenses were $158.5 million in 2025 on an average royalty rate of 17.4%.

The report details risks from economic downturns, retail disruption, tariffs, and reliance on international manufacturing, as well as significant indebtedness. At December 31, 2025, borrowings under credit facilities totaled $219.9 million and $5.4 million under an equipment finance loan, with recent covenant amendments and waivers extending the credit facility maturity to December 31, 2027.

Funko, Inc. reported fourth-quarter 2025 net sales of $273.1 million, down from $293.7 million a year earlier, with gross margin at 40.9%. SG&A fell to $90.9 million, and net loss narrowed to $0.2 million, or $0.00 per share. Adjusted EBITDA was $23.3 million, or an 8.5% margin.

For full-year 2025, net sales were $908.2 million versus $1.05 billion and net loss widened to $67.4 million, or $1.24 per share. Adjusted EBITDA declined to $26.6 million from $94.7 million. The company ended 2025 with $42.1 million in cash, $83.1 million in inventories and total debt of $225.3 million.

Funko guided 2026 full-year net sales to be flat to up 3% versus 2025 and expects gross margin of about 41% to 43%. It projects 2026 adjusted EBITDA between $70 million and $80 million and first-quarter 2026 adjusted EBITDA around breakeven, assuming ongoing U.S. tariff rates of approximately 15%.

Funko, Inc. chief legal officer Tracy D. Daw exercised restricted stock units that vested into Class A common shares as part of equity compensation. On March 6, 2026, 5,273 RSUs converted into 5,273 Class A shares, and on March 8, 2026, 4,343 RSUs converted into 4,343 Class A shares. These transactions were coded as derivative exercises at a stated price of $0.00 per share, reflecting compensation rather than open-market buying. After these conversions, Daw directly holds 37,442 shares of Class A common stock, while a footnote notes that this total does not include any common units that may also be beneficially owned.

Funko, Inc. CFO Yves Le Pendeven reported routine equity compensation activity. He exercised restricted stock units into 3,630 shares of Class A common stock on March 6 and 8, 2026 at a conversion price of $0.00 per share. On March 9, 2026, he sold 1,192 shares in open-market transactions to cover taxes upon vesting, under a pre-arranged Rule 10b5-1 sell-to-cover instruction. These transactions reflect compensation vesting and tax payments rather than discretionary buying or selling.

Funko, Inc. chief international officer Andrew David Oddie reported a series of equity transactions involving Class A common stock. On March 6 and 8, 2026, he exercised restricted stock units into a total of 11,581 shares of common stock at a conversion price of $0.00 per share. On March 9, 2026, he sold 5,744 shares of Class A common stock in open-market transactions at weighted average prices of $4.3568 and $4.3364 per share. Footnotes state these sales were made to cover taxes upon RSU vesting under a pre-arranged Rule 10b5-1 instruction letter entered into in June 2019, indicating the dispositions were part of a planned tax-related process rather than discretionary trading.

Funko, Inc. Chief Product Officer Husnal Shah reported a combination of RSU vesting and related share sales. On March 6 and March 8, he converted a total of 3,094 restricted stock units into the same number of Class A common shares at a conversion price of $0.00 per share.

On March 9, Shah sold 1,347 Class A shares in open-market transactions at weighted average prices around $4.32 and $4.44 per share. According to the disclosure, these shares were sold to cover taxes due upon RSU vesting under a pre-arranged Rule 10b5-1 sell-to-cover instruction dated June 8, 2023, and he continues to hold a meaningful equity stake in Funko.

Funko, Inc. updated the role of senior executive Andrew Oddie through a new letter agreement dated March 4, 2026 between the company, its subsidiary Funko UK, Ltd, and Mr. Oddie. His job title changes to Chief International Officer, reflecting a focus on the company’s business outside the United States.

Under the revised terms, Mr. Oddie will no longer reside in the United States for employment purposes. His overall compensation remains unchanged, although the prior relocation terms from a September 9, 2024 letter will no longer apply except as expressly preserved in the new agreement.

Fund 1 Investments, LLC has filed a Schedule 13D on Funko, Inc., disclosing an activist stake and push for strategic action. The firm reports beneficial ownership of 5,450,251 shares of Funko Class A common stock, representing about 9.96% of outstanding shares based on 54,742,995 shares outstanding as of November 4, 2025. The position was acquired for an aggregate purchase price of approximately $45,601,321, using the working capital of its investment funds, which can include margin loans.

Fund 1 states it bought the shares because it believed they were undervalued and an attractive investment opportunity. It plans to engage Funko’s board and management on “operational and strategic opportunities” and explicitly advocates for the immediate launch of a robust, comprehensive strategic alternatives process marketed to both strategic and financial buyers. Fund 1 says it stands ready to participate in any such process.

The investor also holds cash-settled total return swaps referencing 1,225,392 notional shares and a wide series of cash-settled call options with exercise prices of $4.00 or $5.00 per share and expirations from February 20, 2026 through May 11, 2026, providing additional economic exposure without voting power. Fund 1 indicates it may increase or decrease its stake and pursue a wide range of actions, from further discussions about capital structure and governance to additional share purchases, sales, or hedging transactions, depending on Funko’s performance, share price, and broader market conditions.