JAKK Form 4: Jonathan Liebman Receives 4,827 Restricted Stock Units

Rhea-AI Filing Summary

Jonathan R. Liebman, a director of JAKKS Pacific, Inc. (JAKK), was granted 4,827 restricted stock units (RSUs) on 09/09/2025 under the company’s 2002 Stock Award and Incentive Plan. The RSUs vest in one installment on the first anniversary of the grant provided the reporting person remains a board member. The RSUs carry no voting rights and are non-transferable, saleable, pledgable or otherwise encumbered prior to vesting. The filing reports the grant valued using the closing NASDAQ price on the trading day before the grant at $17.61 per share, equating to 4,827 underlying common shares that will be issued upon vesting. Some shares may also be subject to the company’s minimum stock ownership restrictions.

Positive

• Director alignment: Grant of 4,827 RSUs aligns the director’s interests with shareholders through equity-based compensation.
• Clear vesting condition: RSUs vest in one installment on the first anniversary, providing a retention incentive tied to continued board service.
• Transparent valuation: Grant value referenced to the prior trading day close of $17.61 per share.

Negative

• No voting rights prior to vesting: RSUs carry no voting power until converted to shares, limiting immediate governance alignment.
• Transfer restrictions: RSUs and/or resulting shares are non-transferable prior to vesting and may be further limited by minimum ownership rules.

Insights

Corporate Governance Expert

TL;DR: Board compensation awarded as RSUs aligns director incentives with shareholder value but vests only with continued board service.

The award of 4,827 RSUs to a director is a routine governance practice to align long-term interests of directors and shareholders. The single-installment one-year vesting condition tied to board membership emphasizes retention of board service rather than immediate liquidity. The RSUs are non-voting and non-transferable until vesting, which is standard for restricted awards. Using the prior trading day's close ($17.61) provides a transparent valuation for the grant. Materiality is limited given the grant size relative to typical market-capitalized equity awards; impact on dilution or financial statements should be small and is not quantified in this filing.

Securities Compensation Analyst

TL;DR: This is a standard director equity grant; administrative disclosure fulfills Section 16 reporting requirements.

The Form 4 discloses a non-derivative issuance of 4,827 RSUs under the 2002 plan. Vesting on the first anniversary conditioned on board membership is common for retention-focused grants. The filing correctly reports the grant date, number of underlying shares, and the closing price used for valuation ($17.61). There is no exercise price because these are RSUs, and the filing indicates potential transfer restrictions tied to the company’s minimum ownership rules. No dispositions, loans, related-party issues, or accelerated vesting provisions are disclosed.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Liebman Jonathan Roy

(Last) (First) (Middle)

C/O JAKKS PACIFIC, INC.

2951 28TH STREET

(Street)

SANTA MONICA CA 90405

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
JAKKS PACIFIC INC [ JAKK ]

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

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

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

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 Unit ("RSU")	(1)	09/09/2025		A		4,827		(2)	(2)	Common Stock	4,827	$17.61(3)	4,827(4)	D

Explanation of Responses:

1. Issued under Issuer's 2002 Stock award and Incentive Plan and is subject to the terms of Agreement for Award of Restricted Stock Units between Issuer and Reporting Person. In accordance with such Agreement, securities so issued will have no voting rights and may not be sold, mortgaged, pledged, transferred or otherwise encumbered prior to vesting.

2. RSUs will vest in 1 installment on the first anniversary of the date of the grant. The Reporting Person must be a member of the Board of Directors for an RSU to vest.

3. Represents the closing price of the Company's common stock for the trading day preceding the date of grant, as reported by NASDAQ.

4. Certain of the shares may be restricted from transfer pursuant to the minimum stock ownership provisions adopted by Issuer's Board of Directors.

	/s/ JONATHAN R. LIEBMAN	09/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Jonathan R. Liebman report on Form 4 for JAKK?

The filing reports a grant of 4,827 restricted stock units (RSUs) to Jonathan R. Liebman on 09/09/2025 under the company’s 2002 Stock Award and Incentive Plan.

When do the RSUs granted to the JAKK director vest?

The RSUs will vest in one installment on the first anniversary of the grant date, contingent on the reporting person remaining a board member.

What is the value per share used for the RSU grant in the JAKK Form 4?

The grant uses the closing NASDAQ price of $17.61 per share from the trading day before the grant to represent value.

Do the RSUs have voting or transfer rights before vesting?

No. The RSUs carry no voting rights and may not be sold, mortgaged, pledged, transferred, or otherwise encumbered prior to vesting.

Are there any additional restrictions on the shares underlying the RSUs?

Yes. Certain shares may be restricted from transfer pursuant to the company’s minimum stock ownership provisions adopted by the board.