What changed in this filing

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Item 1. Business

2025-03-13 compared with 2024-03-07 · 109 added, 96 removed, 389 unchanged (35% of the section changed)

Funko is a leading pop culture lifestyle brand .

Our business is built on the belief that everyone is a fan of something, and Funko aims to have something for every fan.

We create whimsical, fun and unique products that enable fans to express their affinity for their favorite “something”—whether it is a movie, TV show, video game, musician or sports team.

We infuse our distinct designs and aesthetic sensibility into our extensive portfolio of licensed content over a wide variety of product categories, including figures, bags, wallets, apparel, accessories, plush, homewares, and digital non-fungible tokens ("NFTs"), which we make available at highly accessible price points under our Funko, Loungefly and Mondo brands.

We believe we sit at the nexus of pop culture—content providers value us for our ability to connect fans to their properties with our creative products and broad distribution;

Funko is a leading pop culture consumer products company .

Our business is built on the belief that everyone is a fan of something.

We create whimsical, fun and unique products that enable fans to express who they are, which allows them to find their community and generate a sense of belonging and joy.

We achieve this through products people display, wear or carry of their favorite “something”—whether it is a movie, TV show, video game, musician or sports team.

We infuse our distinct designs and aesthetic sensibility into our extensive portfolio of licensed content over a wide variety of product categories, including figures, bags, wallets, apparel, accessories, plush, homewares, digital non-fungible tokens ("NFTs"), vinyl records and limited-edition posters, which we make available at highly accessible price points under our Funko, Loungefly and Mondo brands.

We are building out our sports, music and video game fandoms and diversifying our offering with personalized products, such as Pop!

Yourself, micro collectibles and blind boxes containing mystery figures.

We believe we sit at the nexus of pop culture and the growing "kidult" segment of the market—content providers value us for our ability to connect fans to their properties with our creative products and broad distribution;

retailers value us for our broad portfolio of licensed pop culture products that we can curate to resonate with their consumers;

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Additionally, there has been an increase in high-quality scripted television series in recent years as content providers vie for binge worthy shows to attract consumers.

Although recent strikes by the Writers Guild of America and the Screen Actors Guild have interrupted content creation, we expect content providers to continue to invest in new high-quality original content.

Although recent strikes by the Writers Guild of America and the Screen Actors Guild have interrupted content creation, content providers have continued to invest in new high-quality original content.

The proliferation and globalization across content types has fostered fan loyalty and stimulated licensed product purchases.

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This allows our business to be diversified across properties, as well as evergreen and current content.

For the years ended December 31, 2023, 2022 and 2021, no single property accounted for more than 6% of our sales, and the portion of our sales for the years ended December 31, 2023, 2022 and 2021 attributable to our top five properties was 17%, 18% and 20%, respectively.

For the years ended December 31, 2024, 2023 and 2022, no single property accounted for more than 5% of our sales, and the portion of our sales for the years ended December 31, 2024, 2023 and 2022 attributable to our top five third-party properties was 18%, 17%, and 18%, respectively.

Additionally, the portion of our sales related to evergreen properties for the years ended December 31, 2024, 2023 and 2022 was approximately 73%, 67%, and 64%, respectively.

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In addition to offering multiple properties and product categories, we create and sell a variety of unique brands that have their own look and feel.

Our brand portfolio includes Core Collectibles (which include Pop!

Our brand portfolio includes Core Collectible (which include Pop!

Vinyl, as well as other branded lines such as Soda, Bitty Pop!, and Pop!

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Diversified Global Distribution Network

We sell our products through a diverse network of retail customers across multiple retail channels, including specialty retailers, mass-market retailers, and e-commerce sites, as well as directly to consumers primarily through our owned websites and two flagship retail stores.

We can provide our retail customers a customized product mix designed to appeal to their consumer bases.

Our key retail partners in the United States include Target, Amazon, GameStop and Hot Topic.

Our key retail partners in the United States include Target, Amazon, Entertainment Earth, GameStop and Hot Topic.

Internationally, we sell our products directly to similar retailers, primarily in Europe, through our subsidiary Funko UK, Ltd.

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Our direct-to-consumer channel includes our own e-commerce websites in the U.S.

and Europe as well as our two flagship retail stores located in the U.S.

In 2022, we launched a secondary market resale channel directly through eBay.

and Europe as well as our three flagship retail stores located in the U.S.

Leading Design and Creative Capabilities

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In addition, our creativity and designs allow us to reinvigorate classic evergreen content by infusing a fresh, unique aesthetic into characters that enjoy enduring passion and nostalgia from fans.

With the help of our in-house creative team, we have also developed our own proprietary intellectual property, such as our Pop!

With the help of our in-house creative team, we have also developed our own proprietary products, such as our Pop!

Yourself personalized products.

As a result of our creative capabilities and broad portfolio of licenses, we create a substantial number of new products each year.

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and (3) continued product innovation to bring new designs and products to market.

This includes building out our fandoms in sports, music and video games, expanding our points of distributions to include stadiums, theaters and theme parks, among others, and diversifying our offering with personalized products, such as Pop!

Yourself, micro collectibles and blind boxes.

We also intend to continue licensing content that will allow us to capitalize on the popularity of current releases across movies, TV shows, video games, and other content types, and to leverage those licenses across a broader array of products and expanded distribution to reach new consumers.

We have the ability to leverage evergreen or back catalog content by creating fun, whimsical and nostalgic programs to be sold at retail that resonate with fans.

Our evergreen programs include new versions of well-known characters or new product form factors such as Bitty Pop!.

Additionally, we intend to strategically focus on growing within genres that we believe we have underpenetrated, such as anime, sports and music.

Our evergreen programs include new versions of well-known characters or newer product form factors such as Bitty Pop!.

Additionally, we intend to strategically focus on growing within genres that we believe we have underpenetrated, such as anime, sports, music and video gaming.

We expect to do this by expanding our license portfolio, creating new products or designs that resonate with fans and strategically expanding our distribution of these products.

Within anime, we continue to add new license relationships with multiple new properties.

In the sports category, we are continuing to leverage our broad range of sports licenses.

Within anime and video gaming, we continue to add new license relationships with multiple new properties.

In the sports category, we are continuing to leverage our broad range of sports licenses and seeking to add new distribution to reach sports fans.

Additionally, within the music category, we are expanding our license base to include more artists.

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Sales generated from customers outside of the United States accounted for approximately 35%, 31% and 27% of our sales for the years ended December 31, 2024, 2023 and 2022, respectively.

We are continuing to invest in the growth of our international business, primarily in Europe, both directly and through third party distributors.

In 2020, we launched our own e-commerce website in Europe, www.funkoeurope.com which has since expanded into additional countries throughout Europe.

We believe there are opportunities to further grow our sales in other regions, such as Latin America, Canada, Oceania and APAC, by expanding our direct sales to retailers or through distributor relationships.

We are continuing to invest in the growth of our international business, both directly and through third-party distributors.

Increase our Direct-to-Consumer Business

We view our direct-to-consumer business, which includes our e-commerce websites, www.funko.com, www.funkoeurope.com, www.loungefly.com, and www.mondoshop.com and two flagship retail stores, as a significant growth opportunity and an important vehicle for expanding our reach and broadening our relationship with our fans.

We view our direct-to-consumer business, which includes our e-commerce websites, www.funko.com, www.funkoeurope.com, www.loungefly.com, and www.mondoshop.com and three flagship retail stores, as a significant growth opportunity and an important vehicle for expanding our reach and broadening our relationship with our fans.

We plan to build a robust online platform and to enhance our digital capabilities to provide the infrastructure to scale this business over the long-term.

In 2023, we launched a website platform in the U.S.

that consolidated our brands under one online shopping cart.

In 2023, we relaunched our U.S.

website platform that consolidated www.funko.com and www.loungefly.com under one online shopping cart.

Our direct-to-consumer strategy also provides us with an opportunity to utilize data and trend analysis to inform our overall business strategy.

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Additionally, by utilizing our in-house creative team we have the ability to develop our own content and intellectual property.

Our current products are principally figures, fashion accessories, apparel, plush products, accessories, homewares, and NFTs.

Our current products are principally figures, fashion accessories, apparel, plush products, accessories, homewares, NFTs, vinyl records and limited-edition posters.

Our Brands and Designs

Under the Funko brand, we have multiple proprietary brands under which most of our products are marketed.

We have multiple proprietary brands under which most of our products are marketed.

Currently, our principal proprietary brands include Pop!, Loungefly and Mondo.

Pop!, introduced in 2010, is our most well-recognized brand.

Vinyl stylized design incorporates a rounded square head that typically consists of no mouth and a very simple nose.

Our standard Pop!

Vinyl figure stands about four inches tall.

brand has also been applied across many of our other product categories, including games, plush, accessories, apparel and homewares.

Vinyl stylized design incorporates a rounded square head that typically consists of no mouth and a very simple nose and stand about four inches tall.

brand has also been applied across many of our other product categories, including plush, accessories, apparel and homewares.

Core Collectible branded products, which include Pop!

Vinyl, represented 73%, 76% and 80% of our sales in 2023, 2022 and 2021, respectively.

Our Loungefly branded products are generally fashion accessories including stylized handbags, backpacks, wallets, clothing, and other accessories.

Loungefly branded products represented 20%, 19% and 15% in 2023, 2022 and 2021, respectively.

Vinyl, represented 77%, 73% and 76% of our sales for the years ended 2024, 2023 and 2022, respectively.

Our Loungefly branded products are generally licensed fashion accessories including stylized handbags, backpacks, wallets, clothing, and other accessories.

Loungefly branded products represented 16%, 20% and 19% for the years ended 2024, 2023 and 2022, respectively.

Other brands we market under include Mystery Minis, Bitty Pop!, and Pop!

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Historically, we have a strong track record for meeting minimum guarantees under our license agreements.

For the years ended December 31, 2023, 2022 and 2021, we recorded reserves of $4.5 million, $0.8 million and $0.7 million, respectively, related to prepaid royalties we estimated would not be recovered through sales.

For the year ended December 31, 2023, 31% of sales were related to the Company's five largest license agreements, with no individual license agreement accounting for more than 10% of sales.

For the years ended December 31, 2024 and 2023, 37% and 31% of sales, respectively, were related to the Company's five largest license agreements, with no individual license agreement accounting for more than 10% of sales.

For the year ended December 31, 2022, 13% of sales were related to the Company's largest license agreement, with no other license agreement accounting for more than 10% of sales.

For the year ended December 31, 2021, 26% of sales were related to the Company’s two largest license agreements (13% each) with no other license agreements accounting for more than 10% of sales.

Licensed Properties.

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Products that we design and sell based on new movie releases are expected to have a limited duration of market demand, depending on the popularity of the title.

Examples of new movie releases are Spider-Man Across the Spider-Verse and Guardians of the Galaxy Vol.

Examples of new movie releases are Deadpool & Wolverine, Inside Out 2 and Moana 2.

Additionally, products that we design and sell based on current television series or new video game titles are expected to have a market demand depending on the popularity and longevity of the title, which is generally expected to be multiple years.

Examples of our current TV properties include One Piece, The Mandalorian, Demon Slayer, Naruto, My Hero Academia, and Stranger Things.

Examples of our current TV properties include One Piece, The Mandalorian, Demon Slayer, Naruto, and Stranger Things.

Examples of our current video game properties are Fortnite, Overwatch and Five Nights at Freddy’s.

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Our product development team oversees all aspects of new product development in order to ensure a timely product design and development process, including submitting the initial design to the content provider for approval, developing the product prototype, receiving final content provider approval and coordinating manufacturing with our supply chain team and third-party manufacturers.

Our flexible and low-fixed cost production model enables us to move from product design of a figure to shipping, with a minimal upfront investment for most figures of $5,000 to $10,000 in tooling, molds and internal design costs.

Because of the strength of our in-house creative team, we are able to move from product design to pre-selling a new product in as few as 24 hours.

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All of these materials are readily available but may be subject to significant fluctuations in price or delays in shipping to the factories as a result of global capacity constraints.

In addition, changes in trade policies of the U.S.

or other countries, such as tariffs or retaliatory tariffs, may contribute to inflationary conditions and increase the manufacturing costs or limit the availability of our products, particularly with regard to our products manufactured and/or assembled in China and Mexico.

Although we do not manufacture our products, we own most of the tools and molds used in the manufacturing process, and generally these are transferable among manufacturers if we choose to employ alternative manufacturers.

We sell our products to a diverse network of customers throughout the world as well as directly to our consumers primarily through our own websites and two flagship retail stores.

We sell our products to a diverse network of customers throughout the world.

Domestically, we sell our products to specialty retailers, mass-market retailers and e-commerce sites.

Our key retail partners in the United States include Target, Amazon, GameStop and Hot Topic.

Our key retail partners in the United States include Target, Amazon, Entertainment Earth, GameStop and Hot Topic.

Internationally, we sell our products directly to similar retailers, primarily in Europe, through our subsidiary Funko UK, Ltd.

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In addition to major retailers, we also sell our products to distributors for sale to specialized retailers in the United States and in certain countries internationally, typically where we do not currently have a direct presence.

We also sell our products directly to consumers through our e-commerce business, two flagship retail stores and, to a lesser extent, at specialty licensing and comic book shows, conventions and exhibitions in cities throughout the United States, including at Comic-Con events.

We also sell our products directly to consumers through our e-commerce business, three flagship retail stores and, to a lesser extent, at specialty licensing and comic book shows, conventions and exhibitions in cities throughout the United States, including at Comic-Con events.

Our direct-to-consumer sales accounted for approximately 24%, 21%, and 13% of our sales for 2024, 2023, and 2022, respectively.

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website platform that consolidated www.funko.com and www.loungefly.com under one online shopping cart.

We also utilize www.funkoeurope.com to serve customers in the UK and several countries in Europe.

We believe we have a diverse customer base, with our top ten customers representing approximately 43%, 44% and 45%, of our 2023, 2022, and 2021 sales, respectively.

No single customer accounted for over 10% of revenues during these periods.

We also utilize www.funkoeurope.com to serve customers in the UK and Europe.

We believe we have a diverse customer base, with our top ten wholesale customers representing approximately 31%, 32%, and 41%, of our 2024, 2023, and 2022 sales, respectively.

No single customer accounted for over 10% of sales during these periods.

We maintain a full-time sales staff, many of whom make on-site visits to our customers for the purpose of showing products and soliciting orders.

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In addition to our full-time sales staff, we also retain several independent sales representatives to sell and promote our products both domestically and internationally.

We sell our products to our customers with payment terms typically varying from 30 to 90 days.

We sell our products to our customers with payment terms typically varying from 30 to 90 days (average 57 days).

We contract the manufacture of most of our products to third-party unaffiliated manufacturers primarily located in Vietnam, China and Mexico and ship those products to our warehouse or third-party logistics facilities in the United States, the United Kingdom and the Netherlands.

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Similar laws exist in some U.S.

states and our products sold worldwide are subject to the provisions of similar laws and regulations in many jurisdictions, including Canada, Australia, Europe and Asia.

states and our products sold worldwide are subject to the provisions of similar laws and regulations in many jurisdictions.

We maintain a quality control program to help ensure compliance with applicable product safety requirements.

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We believe our passion for pop culture of all forms is reflected in our fans around the world.

We believe that fully serving those fans requires a diverse and inclusive workforce.

We have implemented programs to advance these principles and embrace the opportunity to work with people of diverse backgrounds and perspectives.

We believe that fully serving those fans requires an inclusive workforce.

We have implemented programs to advance these principles and embrace the opportunity to work with people from a variety of backgrounds and perspectives.

In addition to offering market competitive salaries and wages, we offer comprehensive health and 401(k) benefits to eligible employees.

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The following table provides information regarding our executive officers and members of our board of directors (ages as of March 13, 2025):

Michael Lunsford

56 Interim Chief Executive Officer, Director

Andrew Perlmutter

46 President, Director

Steve Nave 53 Chief Financial Officer and Chief Operating Officer

Cynthia Williams 58 Chief Executive Officer and Director

Yves Le Pendeven 46 Chief Financial Officer

59 Chief Legal Officer and Secretary

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Trevor Edwards 62 Director

Jason Harinstein 49 Director

Jesse Jacobs 49 Director

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Sarah Kirshbaum Levy 54 Director

Michael Lunsford

Executive Officers

Michael Lunsford has served as Funko, Inc.'s Interim Chief Executive Officer since July 2023 and on the board of directors of Funko, Inc.

since October 2018.

Lunsford served as an Advisor and Vice President of McClatchy, Inc.

from 2017 to September 2020.

Lunsford previously served as the Chief Executive Officer of SK Planet, Inc.

from 2013 until 2018 and as interim Chief Executive Officer of shopkick, Inc.

From 2008 to 2013, Mr.

Lunsford held various management roles with RealNetworks, Inc., including interim Chief Executive Officer and Executive Vice President and General Manager of RealNetworks’ Core Business and Chief Executive Officer of Rhapsody.

Lunsford also served on the board of directors of shopkick, Inc.

from 2013 to 2018, and on the boards of directors of various portfolio companies owned by SK Planet, Inc.

from 2013 to 2018.

From 2014 to 2018, Mr.

Lunsford served on the board of directors of the University of North Carolina Board of Visitors and IslandWood.

Lunsford received an M.B.A.

in Economics from The University of North Carolina.

We believe Mr.

Lunsford’s broad management, retail and e-commerce experience make him well-qualified to serve as a member of our board of directors.

Andrew Perlmutter has served as Funko, Inc.’s President since December 2022 as well as from October 2017 to January 2022 and as a member of the Funko, Inc.

board of directors since December 2022.

Perlmutter served as Funko Inc.'s Chief Executive Officer from January 2022 to December 2022.

Perlmutter was the Senior Vice President of Sales of FAH, LLC from June 2013 to October 2017.

Prior to joining Funko, Mr.

Perlmutter was a co-founder of Bottle Rocket Collective, a board and travel games company, where he oversaw product manufacturing and sales from December 2012 until December 2013.

Perlmutter received a B.A.

in Interpersonal Communications from Southern Illinois University.

We believe Mr.

Perlmutter’s knowledge of the pop culture industry and many years of experience as our President make him well-qualified to serve as a member of our board of directors.

Steve Nave has served as Funko, Inc.’s Chief Financial Officer and Chief Operating Officer since February 2023, and prior to that had served as an operations consultant to the Company since November 2022.

Nave has served as Founding Member of Kingsley-Malta Capital, a family investment fund focused on venture capital and private equity investments, from April 2019.

Nave served as President and Chief Executive Officer of Bluestem Brands, Inc.

(“Bluestem”) from December 2012 to February 2018, as well as an advisor to Bluestem from February 2018 to November 2019.

Nave also served in various leadership roles of increasing seniority at Walmart.com, including as Chief Executive Officer from January 2010 to August 2011, Chief Operating Officer from March 2006 to January 2010 and Chief Financial Officer from September 2000 to March 2006.

Nave has served on a number of private and public company boards of directors, including PetWellClinic (June 2020 to present), XD Coffee USA (January 2020 to present), and Libbey Inc.

(formerly NYSE American:

May 2017 to July 2022).

Nave received his Bachelor of Science in Accounting from Oklahoma State University.

Cynthia Williams has served as Funko, Inc.'s Chief Executive Officer and Director since May 2024.

Williams served as President and Chief Operating Officer of Wizards of the Coast and Digital Gaming at Hasbro, Inc., a multi-national toy and game company, from February 2022 to April 2024, where she oversaw the company’s portfolio of games that includes Dungeons & Dragons, Magic:

The Gathering and Monopoly.

Williams previously served in different executive capacities at Microsoft Corporation, a global technology conglomerate, from August 2018 to February 2022, including as General Manager and Vice President, Gaming Ecosystem Commercial Team from September 2020 to February 2022, General Manager and Vice President, Xbox Business Engineering & Mixer from November 2019 to September 2020 and General Manager and Vice President, Gaming Business Expansion, Xbox from September 2018 to November 2019.

Williams earned a B.S.

in Business Administration, from Western Carolina University and a M.B.A from Wake Forest University.

The Company believes Ms.

Williams is qualified to serve on the board of directors due to her extensive experience in the consumer products, gaming and e-commerce industries as well as her board management experience at large multinational public companies.

Yves Le Pendeven has served as Funko, Inc.'s Chief Financial Officer since August 2024.

Since joining Funko in October 2019, Mr.

Le Pendeven has held several roles as a senior finance executive, most recently serving as Acting Chief Financial Officer from March 2024 to August 2024 and before that as Deputy Chief Financial Officer from August 2023 to March 2024.

From April 2015 to October 2019, Mr.

Le Pendeven served multiple senior-level finance roles at Volcom, a subsidiary of the Kering Group, most recently as Vice President, Financial Planning & Analysis, where he oversaw global financial planning.

From January 2008 to March 2015, Mr.

Le Pendeven was a Director, Financial Planning & Analysis in the corporate finance group at Quiksilver.

Le Pendeven earned a M.B.A from the Paul Merage School of Business at University of California - Irvine and a B.A.

in Science, Technology and Society from Stanford University.

Tracy Daw has served as Funko, Inc.’s Chief Legal Officer and Secretary since March 2022 and as the Senior Vice President and General Counsel of FAH, LLC since July 2016.

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Edwards worked at Colgate-Palmolive in Global Marketing.

Edwards currently serves on the board of directors of VF Corporation, a leading apparel, footwear and accessories company, and previously served on the board of directors of Mattel Inc.

Edwards currently serves on the board of directors of VF Corporation, a leading apparel, footwear and accessories company, and Fanatics Inc., a global digital sports platform, and previously served on the board of directors of Mattel Inc.

from 2012 to 2018.

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Edwards extensive marketing and brand management experience, as well as public company leadership experience, make him well-qualified to serve on the board.

Jason Harinstein has served on the board of directors of Funko, Inc.

since December 2024.

Harinstein has served as the Chief Financial Officer of Collectors Holdings, Inc., a provider of authentication and grading services, since December 2021.

Prior to such role, he served as Chief Financial Officer for Flatiron Health, a healthtech company dedicated to improving cancer care, from April 2017 to December 2021.

Harinstein has served on the board of directors of Groupon, Inc.

since July 2023 and previously served on the board of directors of Alkuri Global Acquisition Corp.

from January 2021 to December 2021.

Harinstein received his B.A.

from Northwestern University and his M.B.A.

from the University of Chicago.

The board believes Mr.

Harinstein is qualified to serve as a director of the Company due to his financial expertise, leadership experience and knowledge of the collectibles industry.

Diane Irvine has served on the board of directors of Funko, Inc.

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Irvine served as Vice President and Chief Financial Officer of Plum Creek Timber Company, Inc., and from September 1981 until February 1994, she worked at accounting firm Coopers & Lybrand LLP in various capacities, most recently as partner.

Irvine currently serves on the boards of directors of Farfetch Limited (on whose board she has served since August 2020), Yelp Inc.

Irvine currently serves on the boards of directors of Yelp Inc.

(on whose board she has served since November 2011), and D.A.

Davidson Companies (on whose board she has served since January 2018).

She previously served on the boards of directors of Casper Sleep Inc.

She previously served on the boards of directors of Farfetch Limited from August 2020, until December 2023, Casper Sleep Inc.

from August 2019 to January 2022, XO Group Inc.

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Jacobs is on the board of directors of The Chernin Group, Hodinkee, Collectors Universe and The North Road Company.

He previously served on the board of directors of Barstool Sports, Goldin Auctions, Equip, Exploding Kittens, The Action Network, Otter Media, Fullscreen, Ellation, Hello Sunshine, Headspace, and Gunpowder & Sky.

He previously served on the board of directors of Barstool Sports, Goldin Auctions, Equip, Scopely, Exploding Kittens, The Action Network, Otter Media, Fullscreen, Ellation (Crunchyroll), Hello Sunshine, Hodinkee, Headspace, and Gunpowder & Sky.

Jacobs is a graduate of the University of Pennsylvania with a BA in English and Communications and holds an MBA from the Wharton School at the University of Pennsylvania.

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and later became the Chief of Staff at Steinberg & Moorad Sports Management, a premier sports representation firm.

Kerns is on the board of TCG, Food52, Barstool Sports, MeatEater, SketchyMedical, Surfline, Sofar Sounds, Night Media, Epic Gardening and PLL.

Mike was previously on the board of directors of The Action Network, Otter Media, Ellation (Crunchyroll), and a board observer of Cameo.

Kerns is on the board of TCG, Food52, MeatEater, SketchyMedical, Surfline, Sofar Sounds, and Premier Lacrosse League.

Mike was previously on the board of directors of Barstool Sports, Night Media, Epic Gardening, The Action Network, Otter Media, Ellation (Crunchyroll), and a board observer of Cameo.

Kerns is a graduate of UCLA with a BA in History.

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Levy’s extensive experience in entertainment and media, in particular her familiarity with consumer products licensing, make her well-qualified to serve on our board of directors.

Michael Lunsford has served on the board of directors of Funko, Inc.

since October 2018.

He also served as Funko's Interim Chief Executive Officer from July 2023 to May 2024.

Lunsford served as an Advisor and Vice President of McClatchy, Inc.

from 2017 to September 2020.

Lunsford previously served as the Chief Executive Officer of SK Planet, Inc.

from 2013 until 2018 and as interim Chief Executive Officer of shopkick, Inc.

From 2008 to 2013, Mr.

Lunsford also served on the board of directors of shopkick, Inc.

from 2013 to 2018, and on the boards of directors of various portfolio companies owned by SK Planet, Inc.

from 2013 to 2018.

From 2014 to 2018, Mr.

Lunsford served on the board of directors of the University of North Carolina Board of Visitors and IslandWood.

Lunsford received an M.B.A.

in Economics from The University of North Carolina.

We believe Mr.

Lunsford’s broad management, retail and e-commerce experience make him well-qualified to serve as a member of our board of directors.

Segment Information

We identify our segments according to how the business activities are managed and evaluated, for which discrete financial information is available and is regularly reviewed by our Chief Operating Decision Maker (“CODM”) to allocate resources and assess performance.

Due to a change in executive management during the year ended December 31, 2023, we have redefined our named CODM from our prior Chief Executive Officer to our current Chief Financial Officer and Chief Operating Officer.

Due to a change in executive management during the year ended December 31, 2024, our CODM has changed from our prior Chief Financial Officer and Chief Operating Officer to our current Chief Executive Officer.

Because our CODM reviews financial performance and allocates resources at a consolidated level on a regular basis, we have one segment.

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FAH LLC, a holding company with no operating assets or operations, was formed on September 24, 2015.

On October 30, 2015, ACON Funko Investors, L.L.C., through FAH, LLC and the ACON Acquisition, acquired a controlling interest in FHL, which is also a holding company with no operating assets or operations.

On October 30, 2015, ACON Funko Investors, L.L.C., through FAH, LLC, acquired a controlling interest in FHL, which is also a holding company with no operating assets or operations.

FAH, LLC owns 100% of FHL and FHL owns 100% of Funko, LLC, which is the operating entity.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business