7 unchanged sentences
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
−Removed: Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the framework and criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this assessment, management concluded that, as of December 31, 2025, our internal control over financial reporting was not effective due to the material weaknesses described below.
1 unchanged sentence
The following material weaknesses were identified as of December 31, 2025:
−Removed: • We did not design and maintain effective controls related to the order-to-cash and income taxes business processes, as well as controls related to the preparation and review of journal entries at a foreign subsidiary.
+Added: • We did not design and maintain effective controls related to the order-to-cash business process, as well as controls related to the preparation and review of journal entries at a foreign subsidiary.
• We did not design and maintain effective controls to verify appropriate segregation of duties, including assessment of incompatible duties, identification of instances where incompatible duties were assigned to an individual, and addressing conflicts on a timely basis.
2 unchanged sentences
(i) program change management controls to ensure that program and data changes are identified, tested, authorized and implemented appropriately and (ii) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel.
−Removed: The material weakness related to income taxes resulted in an immaterial corrected error in the disclosure of deferred income taxes included in the income taxes footnote as of December 31, 2024.
+Added: The material weakness related to the order-to-cash business process resulted in an immaterial error to net sales in our consolidated financial statements for the year ended December 31, 2025.
+Added: The other material weaknesses did not result in a misstatement to the consolidated financial statements.
Additionally, the material weaknesses could result in misstatements to the consolidated financial statements that would result in a material misstatement of the annual or interim consolidated financial statements that would not be prevented or detected.
5 unchanged sentences
• We have engaged third party consultants to advise management in connection with the remediation of the material weaknesses;
−Removed: • We are in the process of redesigning, enhancing and implementing control activities to address relevant risks at the appropriate level of precision for the order-to-cash and income taxes business processes as well as controls over preparation and review of journal entries at a foreign subsidiary;
+Added: • We are in the process of redesigning, enhancing and implementing control activities to address relevant risks at the appropriate level of precision for the order-to-cash business process as well as controls related to the preparation and review of journal entries at a foreign subsidiary.
• We are in the process of designing and implementing segregation of duties monitoring controls related to all systems relevant to financial reporting;
3 unchanged sentences
The material weaknesses cannot be considered remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
−Removed: Remediation of Previously Identified Material Weaknesses
−Removed: Other than the material weaknesses which remain unremediated as of December 31, 2024 as described above, material weaknesses in our internal control over financial reporting that were previously identified as of December 31, 2023 have been remediated by completing the following measures:
−Removed: • We implemented procedures to identify and evaluate changes in our business and the impact on our controls;
−Removed: • We completed the identification and alignment of relevant risks to controls and control deficiencies;
−Removed: • We designed and implemented control activities in response to the identified risks related to the following business processes:
−Removed: cash and cash equivalents, inventory, property, plant & equipment, leases, goodwill and intangible assets, purchases, payables and accrued liabilities, debt, equity and share-based compensation, payroll and period-end financial reporting;
−Removed: • We completed the hiring and training of key personnel to allow for the implementation of more timely and thorough monitoring activities to ascertain whether the components of internal control are present and functioning;
−Removed: • We maintained a SOX Steering Committee to monitor the effectiveness of our internal controls and communicate the importance of internal controls, and to report regularly to the Company’s Audit Committee.
−Removed: During the quarter ended December 31, 2024, we completed our testing and evaluation of the newly designed and implemented controls and determined that as of December 31, 2024, the newly designed and implemented controls have operated effectively for a sufficient period for management to conclude the material weaknesses have been remediated.
+Added: Remediation of a Previously Identified Material Weakness
+Added: As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, and in the subsequent quarterly reports on Form 10-Q for 2025, we concluded there was a material weakness as we did not design and maintain effective controls related to the income taxes business process.
+Added: In response to this material weakness, we designed and implemented control activities in response to the identified risks related to the income tax business process.
+Added: During the quarter ended December 31, 2025, we completed our testing and evaluation of the newly designed and implemented controls and determined that as of December 31, 2025, the newly designed and implemented controls have operated effectively for a sufficient period to conclude the material weakness has been remediated.
Changes in Internal Control Over Financial Reporting
1 unchanged sentence
OTHER INFORMATION
−Removed: (b) On December 13, 2024 , Yves Le Pendeven , Chief Financial Officer , adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 34,079 shares of the Company’s Class A common stock between March 14, 2025 and August 29, 2025 , subject to certain conditions.
−Removed: On December 12, 2024 , Tracy Daw , Chief Legal Officer and Secretary , adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 43,025 shares of the Company’s Class A common stock between March 13, 2025 and June 30, 2025 , subject to certain conditions.
+Added: (a) On March 11, 2026, the Funko, Inc.
+Added: 2024 Inducement Award Plan (as amended, the “2024 Inducement Plan”) was amended (the “Amendment”) to provide for the issuance of an additional 1,000,000 shares of the Company’s Class A common stock under such plan.
+Added: The Amendment was adopted without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4).
+Added: (b) On November 11, 2025 , Tracy Daw, Chief Legal Officer and Secretary , adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 261,964 shares of the Company’s Class A common stock between March 5, 2026 and June 30, 2026 , subject to certain conditions.
+Added: On December 16, 2025 , Andy Oddie, then Chief Commercial Officer (currently, Chief International Officer) , adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 274,440 shares of the Company’s Class A common stock between March 5, 2026 and December 16, 2026 , subject to certain conditions.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
9 unchanged sentences
EXECUTIVE COMPENSATION
−Removed: The information required by this item will be included under the headings “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” (if applicable) in our definitive proxy statement for our 2025 Annual Meeting of Stockholders, and such information is incorporated herein by reference.
+Added: The information required by this item will be included under the headings "Compensation Discussion and Analysis," “Executive Compensation Tables” and “Compensation Committee Interlocks and Insider Participation” (if applicable) in our definitive proxy statement for our 2026 Annual Meeting of Stockholders, and such information is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
50 unchanged sentences
10-Q 001-38274 10.1 8/10/2018
−Removed: 2017 Executive Annual Incentive Plan, dated October 23, 2017.
−Removed: 10.5 3/19/2018
−Removed: Employment Agreement, dated January 3, 2022, between the Company and Brian Mariotti.
−Removed: 8-K 001-38274 10.2 1/7/2022
−Removed: Amendment to Employment Agreement, by and between the Company and Brian Mariotti, dated December 5, 2022.
−Removed: 8-K 001-38274 10.3 12/9/2022
+Added: Form of Performance Stock Unit Award Agreement under the Funko, Inc.
+Added: 2017 Incentive Award Plan.
+Added: 10-Q 001-38274 10.7 11/6/2025
Amended and Restated Employment Agreement, dated April 19, 2023, by and between the Company and Tracy Daw.
10-Q 001-38274
−Removed: Amended and Restated Employment Agreement, dated January 3, 2022, between the Company and Andrew Perlmutter.
−Removed: 8-K 001-38274 10.1 1/7/2022
−Removed: Exhibit Description
−Removed: Incorporated by Reference
−Removed: Amendment to Amended and Restated Employment Agreement, by and between the Company and Andrew Perlmutter, dated as of December 5, 2022.
−Removed: 8-K 001-38274 10.2 12/9/2022
−Removed: Second Amendment to Amended and Restated Employment Agreement, by and between the Company and Andrew Perlmutter, dated August 15, 2023.
−Removed: 8-K 001-38274 10.1 8/15/2023
+Added: 10.3 5/4/2023
Form of Indemnification Agreement for Directors and Officers.
S-1/A 001-38274
+Added: 10.27 10/12/2017
Non-Employee Director Compensation Policy, dated August 22, 2022.
10-Q 001-38274
+Added: 10.2 11/3/2022
+Added: Exhibit Description
+Added: Incorporated by Reference
10.8 Tax Receivable Agreement, dated as of November 1, 2017, between Funko, Inc., Funko Acquisition Holdings, L.L.C., the Members of the LLC, and Tax Receivable Agreement, dated as of November 1, 2017, between Funko, Inc., Funko Acquisition Holdings, L.L.C., the Members of the LLC, and the Management Representative.
1 unchanged sentence
10-K 001-38274
+Added: 10.25 3/19/2018
10.9 Stockholders Agreement, dated as of May 3, 2022, between the Company and TCG 3.0 Fuji, LP
10-Q 001-38274
+Added: 10.2 5/5/2022
+Added: 10.10 Amendment to Stockholder’s Agreement, between the Company and TCG Fuji 3.0, LP, dated August 14, 2025.
+Added: 8-K 001-38274
+Added: 10.1 8/15/2025
10.11 Second Amended and Restated LLC Agreement of Funko Acquisition Holdings, L.L.C., dated as of November 1, 2017.
10-K 001-38274
+Added: 10.27 3/19/2018
10.12 Amendment No.
1 unchanged sentence
10-Q 001-38274
+Added: 10.2 5/11/2018
10.13 Registration Rights Agreement, dated as of November 1, 2017, between Funko, Inc., ACON Funko Investors, L.L.C.
3 unchanged sentences
10-K 001-38274
+Added: 10.28 3/19/2018
10.14 Registration Rights Agreement Joinder and Amendment, dated May 3, 2022, between TCG 3.0 Fuji, LP and the Company.
10-Q 001-38274
+Added: 10.3 5/5/2022
10.15 Credit Agreement dated September 17, 2021, among Funko Acquisition Holdings, L.L.C., Funko Holdings LLC, Funko, LLC, Loungefly, LLC and Funko Games, LLC, JPMorgan Chase Bank, N.A., as Administrative Agent, and each other financial institution from time to time party thereto.
8-K 001-38274
+Added: 10.1 9/22/2021
10.16 Amendment No.
2 unchanged sentences
10-Q 001-38274
−Removed: Exhibit Description
−Removed: Incorporated by Reference
+Added: 10.1 5/5/2022
10.17 Amendment No.
2 unchanged sentences
10-Q 001-38274
+Added: 10.6 8/4/2022
10.18 Amendment No.
2 unchanged sentences
10-K 001-38274
+Added: 10.23 3/1/2023
+Added: Exhibit Description
+Added: Incorporated by Reference
10.19 Limited Waiver and Limited Consent, dated June 11, 2024, between Funko Acquisition Holdings, L.L.C., subsidiary borrowers party thereto, lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
10-Q 001-38274
+Added: 10.6 8/8/2024
+Added: 10.20 †† Amendment No.
+Added: 4, dated as of July 16, 2025, to Credit Agreement by and among Funko Acquisition Holdings, L.L.C., the subsidiary borrowers party thereto, the consenting lenders party thereto and JPMorgan Chase Bank, N.A.
+Added: as administrative agent.
+Added: 8-K 001-38274
+Added: 10.1 7/17/2025
+Added: 10.21 †† Amendment No.
+Added: 5, dated as of February 13, 2026, to Credit Agreement by and among Funko Acquisition Holdings, L.L.C., the subsidiary borrowers party thereto, the consenting lenders party thereto and JPMorgan Chase Bank, N.A.
+Added: as administrative agent.
+Added: 8-K 001-38274
+Added: 10.1 2/13/2026
10.22 † Funko, Inc.
1 unchanged sentence
8-K 001-38274
+Added: 10.1 6/27/2019
10.23 † Form of Option Award Agreement under the Funko, Inc.
1 unchanged sentence
10-Q 001-38274
+Added: 10.1 8/5/2021
10.24 † Form of Restricted Stock Unit Award Agreement under the Funko, Inc.
21 unchanged sentences
10-K 001-38274 10.34 3/1/2023
−Removed: 10.33 † Employment Agreement, by and between the Company and Steve Nave, dated February 27, 2023.
−Removed: 10-K 001-38274 10.35 3/1/2023
−Removed: 10.34 † Separation and Release of Claims Agreement between the Company and Steve Nave, dated March 6, 2024.
−Removed: 8-K 001-38274 10.2 3/7/2024
−Removed: 10.35 † Letter between the Company and Michael Lunsford, dated July 13, 2023
+Added: 10.31 † Letter Agreement, by and between the Company and Michael Lunsford, dated July 31, 2025.
8-K 001-38274 10.1 8/4/2025
−Removed: 10.36 † Letter Agreement, dated July 17, 2024, between the Company and Michael Lunsford.
−Removed: 10-Q 001-38274 10.5 8/8/2024
10.32 † Employment Agreement, dated as of August 8, 2024, between the Company and Yves Le Pendeven.
10-Q 001-38274 10.7 8/8/2024
−Removed: Exhibit Description
−Removed: Incorporated by Reference
+Added: 10.33 † Form of Retention Bonus Letter Agreement.
+Added: 8-K 001-38274 10.1 8/5/2025
10.34 † Service Agreement Amendment between the Company and Andrew Oddie, dated May 1, 2024.
10-Q 001-38274 10.3 5/9/2024
+Added: Exhibit Description
+Added: Incorporated by Reference
10.35 † Letter Agreement between Funko, Inc., Funko UK, Ltd and Andrew Oddie, dated September 9, 2024.
8-K 001-38274 10.1 9/12/2024
+Added: 10.36 † Letter Agreement, dated March 4, 2026, by and between Funko UK, Ltd, Funko, Inc.
+Added: and Andrew Oddie.
+Added: 8-K 001-38274 10.1 3/6/2026
10.37 † Employment Agreement between the Company and Cynthia Williams, effective May 20, 2024.
7 unchanged sentences
8-K 001-38274 10.4 5/9/2024
+Added: 10.41 † Employment Agreement between the Company and Josh Simon, effective August 11, 2025.
+Added: 8-K 001-38274 10.1 8/12/2025
+Added: 10.42 † Employment Agreement between the Company and Husnal Shah, effective July 30, 2025.
+Added: 10-Q 001-38274 10.6 11/6/2025
+Added: 10.43 † Amendment No.
+Added: 1 to Funko, Inc.
+Added: 2024 Inducement Award Plan.
16.1 Letter from Ernst & Young LLP dated May 9, 2024
1 unchanged sentence
19.1 Insider Trading Compliance Policy
+Added: 10-K 001-38274 19.1 3/13/2025
21.1 List of Subsidiaries
+Added: 10-K 001-38274 21.1 3/13/2025
23.1 Consent of Independent Registered Public Accounting Firm
9 unchanged sentences
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
+Added: Exhibit Description
+Added: Incorporated by Reference
101.SCH Inline XBRL Taxonomy Extension Schema Document.
1 unchanged sentence
101.DEF Inline XBRL Taxonomy Definition Linkbase Document.
−Removed: Exhibit Description
−Removed: Incorporated by Reference
101.LAB Inline XBRL Taxonomy Label Linkbase Document.
5 unchanged sentences
† Management contract or compensation plan or arrangement
+Added: †† Portions of the exhibit, marked by brackets, have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because the omitted information (i) is not material and (ii) is treated as confidential by the Company.
FORM 10-K SUMMARY
5 unchanged sentences
Signature Title Date
−Removed: /s/ Cynthia Williams Chief Executive Officer and Director
+Added: /s/ Josh Simon Chief Executive Officer and Director
(Principal Executive Officer) March 12, 2026
−Removed: Cynthia Williams
/s/ Yves Le Pendeven Chief Financial Officer
3 unchanged sentences
Charles Denson
+Added: /s/ Reed Duchscher Director March 12, 2026
+Added: Reed Duchscher
/s/ Trevor Edwards Director March 12, 2026
8 unchanged sentences
Sarah Kirshbaum Levy
−Removed: /s/ Michael Lunsford Director March 13, 2025
−Removed: Michael Lunsford
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.