[Form 4] Kartoon Studios, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Andy Heyward, CEO and Chairman of Kartoon Studios, Inc. (TOON), reported insider transactions on 09/19/2025. The filing shows a disposition of 1,783,115 shares of common stock and the grant of 2,000,000 restricted stock units (RSUs) under a new employment agreement dated August 25, 2025. Each RSU converts to one share and vests in three equal annual installments beginning on the first anniversary of the grant, subject to continued employment. The report notes indirect ownership of 99,073 shares and 124 shares held in the Heyward Living Trust. After these transactions, the Reporting Person beneficially owns 3,031,249 shares.

Positive

• 2,000,000 RSU grant under a new employment agreement, vesting in three equal annual installments, which aligns executive compensation with continued service
• Clear disclosure of indirect holdings (99,073 shares and 124 shares in Heyward Living Trust) and the post-transaction beneficial ownership total of 3,031,249 shares

Negative

• Disposition of 1,783,115 shares reported on 09/19/2025; the filing does not state the reason or price for the disposition
• Potential near-term share supply due to the large number of shares involved in the disposition, which may be material to investors assessing insider activity

Insights

Securities Analyst

TL;DR: Insider disposed of a large block and received a substantial RSU grant tied to a new employment agreement.

The filing documents a notable disposition of 1,783,115 common shares alongside a 2,000,000 RSU award. The RSUs are granted under an employment agreement and vest in three equal annual tranches, aligning long-term compensation with continued service. The net effect leaves the reporting person with 3,031,249 beneficially owned shares. This combination of a large disposition and a compensatory equity grant is material for assessing insider alignment and potential near-term supply of shares, but the filing does not state the reason for the disposition or any sale price.

Corporate Governance Expert

TL;DR: Grant structure ties executive retention to multi-year vesting; disclosure is clear on vesting schedule and ownership.

The RSU grant documented in the Form 4 stems from a new employment agreement executed August 25, 2025, with vesting in three equal annual installments. This is a standard governance mechanism to retain leadership. The report also discloses indirect holdings (99,073 shares and 124 shares in a trust), providing transparency about voting and dispositive power. The form does not provide context for the large share disposition, so governance assessment should consider supplemental disclosures or subsequent filings for rationale.

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
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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^*

Heyward Andy

(Last) (First) (Middle)

C/O KARTOON STUDIOS, INC.

190 N. CANON DRIVE, 4TH FLOOR

(Street)

BEVERLY HILLS CA 90210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kartoon Studios, Inc. [ TOON ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

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
Common Stock, par value $0.001 per share								1,783,115	D
Common Stock, par value $0.001 per share								99,073	I	See Footnote(1)
Common Stock, par value $0.001 per share								124	I	See Footnote(2)

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	(3)	09/19/2025		A		2,000,000		(4)	(4)	Common Stock, par value $0.001 per share	2,000,000	$0	3,031,249	D

Explanation of Responses:

1. The Reporting Person indirectly owns 99,073 shares of common stock over which the Reporting Person holds voting and dispositive power.

2. The Reporting Person indirectly owns 124 shares of common stock held by Heyward Living Trust.

3. Each restricted stock unit represents a contingent right to receive one share of TOON common stock.

4. The Reporting Person was granted 2,000,000 restricted stock units pursuant to a new employment agreement signed on August 25, 2025, which will vest in three equal installments on the first, second and third anniversaries of the grant date, subject to the Reporting Person's continued employment.

Remarks:

	/s/ Andy Heyward	09/19/2025
	** 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 transactions did Andy Heyward report on Form 4 for TOON?

The filing reports a disposition of 1,783,115 shares and a grant of 2,000,000 restricted stock units on 09/19/2025.

How many shares does Andy Heyward beneficially own after the reported transactions?

Following the reported transactions, the Reporting Person beneficially owns 3,031,249 shares of TOON common stock.

What are the terms of the RSU grant reported on Form 4?

Each RSU represents one share and the 2,000,000 RSUs vest in three equal installments on the first, second and third anniversaries of the grant date, subject to continued employment.

Does the Form 4 disclose indirect holdings by Andy Heyward?

Yes; the report discloses indirect ownership of 99,073 shares over which he holds voting and dispositive power, and 124 shares held by the Heyward Living Trust.

When was the related employment agreement executed?

The RSU grant was made pursuant to a new employment agreement signed on August 25, 2025.