[8-K] WEBTOON Entertainment Inc. Reports Material Event

Rhea-AI Filing Summary

WEBTOON Entertainment Inc. (Nasdaq: WBTN) filed an 8-K reporting a governance change effective 16 June 2025. The Board of Directors expanded from seven to eight seats and unanimously appointed Saeju Jeong, co-founder and Executive Chairman of digital-health company Noom, as an independent Class III director whose term runs through the 2027 annual meeting. Jeong was simultaneously named to the Audit Committee and judged by the Board to be both independent under Nasdaq Rule 5606 and an audit committee financial expert under Item 407(d)(5) of Regulation S-K.

Jeong will participate in WEBTOON’s standard non-employee director compensation program; no related-party transactions or special arrangements were disclosed. A confirming press release (Exhibit 99.1) was issued on 18 June 2025. The disclosure is furnished, not filed, under Item 7.01 and therefore carries no Section 18 liability.

• Governance impact: Strengthens board independence and financial oversight capability.
• Strategic perspective: Adds consumer-digital and subscription expertise relevant to WEBTOON’s global content platform.
• Regulatory compliance: No conflicts under Item 404(a); maintains best-practice audit-committee composition.

Positive

• Enhanced board independence and expertise: Jeong meets Nasdaq independence tests and qualifies as an audit committee financial expert, bolstering oversight quality.
• Strategic skill set: Experience scaling Noom’s digital consumer platform may support WEBTOON’s growth initiatives.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Board expansion adds independent audit-savvy director; modestly enhances governance but has limited immediate financial impact.

The appointment of Saeju Jeong increases director headcount to eight and boosts the proportion of independents on key committees. His digital-platform background aligns with WEBTOON’s content-subscription model, potentially improving strategic oversight. Classification as an audit committee financial expert meets Sarbanes-Oxley expectations and reduces regulatory risk. Compensation is standard, and no conflicts were identified, indicating clean governance. Overall, the change is positive for oversight quality but unlikely to materially influence near-term earnings or valuation.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2025

WEBTOON Entertainment Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-42144			81-3830533
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
5700 Wilshire Blvd. Suite 220
Los Angeles, California						90036
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (323) 424-3795

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

WBTN

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 16, 2025, the Board of Directors (the “Board”) of WEBTOON Entertainment Inc. (the “Company”) increased the size of the Board from seven (7) to eight (8) directors and unanimously appointed Saeju Jeong to fill the newly created vacancy on the Board, effective June 16, 2025. Upon his appointment, Mr. Jeong became a member of the slate of Class III directors with a term expiring at the 2027 annual meeting of stockholders of the Company. In addition to his appointment as an independent director, Mr. Jeong will serve as a member of the Audit Committee.

Mr. Jeong is the co-founder, Executive Chairman, and former Chief Executive Officer of Noom, a digital health company founded in 2008 with a mission to help people everywhere live better lives through behavior change. After leading Noom as Chief Executive Officer for 17 years, in July 2023, Mr. Jeong transitioned to the role of Executive Chairman, continuing to shape Noom’s vision and strategy.

The Board has determined that Mr. Jeong qualifies as an independent director within the meaning of Nasdaq Rule 5606 and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act.

Mr. Jeong will participate in the Company’s standard director compensation program as described in the Company’s Definitive Proxy Statement.

There are no arrangements or understandings between Mr. Jeong and any other persons pursuant to which he was elected as a director of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On June 18, 2025, the Company issued a press release announcing the appointment of Mr. Jeong to its Board. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
99.1						Press release dated June 18, 2025
104						Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									WEBTOON Entertainment Inc.
Date:			June 18, 2025			By:			/s/ David J. Lee
						Name:			David J. Lee
						Title:			Chief Financial Officer and Chief Operating Officer

FAQ

Why did WEBTOON (WBTN) file an 8-K on 16 June 2025?

The company reported the expansion of its Board to eight directors and the appointment of Saeju Jeong as an independent Class III director.

Who is Saeju Jeong and what role will he play at WEBTOON?

Jeong is co-founder and Executive Chairman of Noom; he joins WEBTOON’s Board and Audit Committee as an independent director.

Does Saeju Jeong qualify as an audit committee financial expert?

Yes. The Board determined he meets the SEC’s Item 407(d)(5) criteria.

Are there any related-party transactions with the new director?

No. The filing states Jeong has no direct or indirect material interest requiring disclosure under Item 404(a).

When will Jeong’s term as director expire?

His Class III term will expire at WEBTOON’s 2027 annual meeting of stockholders.