Funko, Inc. SEC Filings

Funko, Inc. describes its core business as designing and selling licensed pop-culture products under brands including Funko, Loungefly and Mondo, spanning vinyl figures, non-fungible tokens, vinyl records, limited-edition posters, personalized products (e.g., Pop! Yourself), micro collectibles and blind-box mystery figures. The company states it targets sports, music and video-game fandoms and positions itself at the intersection of pop culture and the growing "kidult" market. The prospectus supplement confirms a one-to-one relationship between shares of Class A common stock and common units of FAH, LLC (and similarly describes a one-to-one relationship for Class B common stock held by Continuing Equity Owners). The document includes a detailed discussion of U.S. federal tax consequences for Non-U.S. Holders, including withholding, treaty relief, effective connection rules, branch profits tax, documentation requirements (Forms W-8 series) and information-reporting considerations. The supplement refers readers to the underlying registration statement and filed exhibits for complete agreements and financial information.

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.

Cooper Creek Partners Management LLC reported a material passive stake in Funko, Inc., owning 4,390,494 shares, representing 8.0% of the outstanding common stock, on a Schedule 13G (Amendment No. 11). The filing identifies the reporting person as an investment adviser (IA) and shows the position as a disclosed, non-group holding.

The filer reports sole voting and sole dispositive power over all shares and certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. Items addressing ownership on behalf of others or group affiliations are marked Not Applicable.

Funko, Inc. Chief Product Officer Shah Husnal reported direct ownership of 6,778 Class A common shares and direct derivative rights to acquire 139,200 shares through stock options and 53,031 restricted stock units. Option exercise prices disclosed range from $6.37 to $17.09. Vesting schedules in the filing are service-based with initial 25% vesting followed by monthly or annual installments as specified.

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.