Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated, as of December 31, 2025, our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)). Based on this evaluation, our principal executive officer and principal financial officer have concluded that as of December 31, 2025, our disclosure controls and procedures were not effective as of such date because of material weaknesses in our internal control over financial reporting, as further described below.
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Management's Report on Internal Control Over Financial Reporting
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. 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.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
The following material weaknesses were identified as of December 31, 2025:
• 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.
• We did not design and maintain effective controls over certain information technology (“IT”) general controls for certain information systems that are relevant to the preparation of our financial statements. Specifically, we did not design and maintain: (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.
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. 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.
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The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8.
Remediation Efforts and Status of Remaining Material Weaknesses
During fiscal 2025, with the oversight of the Audit Committee of the Board of Directors, management has been executing and remains committed to implementing measures designed to ensure that the control deficiencies contributing to the ongoing material weaknesses are remediated, such that these controls are designed, implemented and operating effectively. The following activities are ongoing to remediate the remaining material weaknesses:
• We have prepared a remediation plan for each of the material weaknesses and begun training process owners, developing new controls, enhancing existing controls, evaluating process adoption and monitoring results;
• We have engaged third party consultants to advise management in connection with the remediation of the material weaknesses;
• 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;
• We are in the process of designing and implementing controls addressing the reliability of relevant systems and relevant information; and
• We are in the process of training control owners concerning control requirements related to user access and change management over IT systems impacting financial reporting.
Our remediation efforts are expected to continue throughout fiscal 2026 and we cannot provide assurance as to when our remediation activities will be complete. 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.
Remediation of a Previously Identified Material Weakness
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. 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.
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
There have been no changes in internal control over financial reporting that occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Item 9B. OTHER INFORMATION
(a) On March 11, 2026, the Funko, Inc. 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. The Amendment was adopted without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4).
(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.
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.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Code of Ethics
Our Code of Business Conduct and Ethics (the “Code of Conduct”) applies to all of our officers, directors and employees, including our principal executive officer, principal financial officer and principal accounting officer. The Code of Conduct is publicly available on our Internet website at www.funko.com. We intend to satisfy the disclosure required by law or Nasdaq Stock Market listing standards regarding any amendment to, or waiver from, a provision of the Code of Conduct by posting such information on our website at www.funko.com.
Executive Officers and Directors
Pursuant to General Instruction G(3) to Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K, information regarding our executive officers and directors is provided in Item 1 of this Annual Report on Form 10-K under the caption “Information about our Executive Officers and Board of Directors,” and will also appear in our definitive proxy statement for our 2026 Annual Meeting of Stockholders. The remaining information required by this item will be included under the headings “Election of Directors,” “Corporate Governance,” “Delinquent Section 16(a) Reports” (if applicable), and " Insider Trading Policies " in our definitive proxy statement for our 2026 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Securities Authorized for Issuance Under Equity Compensation Plans (as of December 31, 2025):
Plan category: Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights Number of Securities Available for Future Issuance Under Equity Compensation Plans (Excludes Securities Reflected in First Column)
Equity compensation plans approved by security holders (1)
Stock Options 2,677,855 $ 11.10 —
Restricted Stock Units 2,135,407 — —
Performance Stock Units (based on target performance) 774,310 — —
Equity compensation plans not approved by security holders (2)
Performance Stock Options (based on target performance) — $ — —
Restricted Stock Units 1,000,000 $ — —
Total 6,587,572 $ 11.10 —
(1) Includes 1,083,078 shares of Class A common stock available for issuance under our 2017 Incentive Award Plan, 3,480,715 shares of Class A common stock available for issuance under our 2019 Incentive Award Plan. The number of shares authorized under our 2019 Incentive Award Plan increases on the first day of each calendar year beginning on January 1, 2020 and ending on and including January 1, 2029, equal to the lesser of (A) 2% of the shares of Class A Common Stock outstanding as of the last day of the immediately preceding fiscal year on a fully-diluted basis and (B) such lesser number of shares of Class A common stock as determined by our board of directors.
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(2) On May 8, 2024, the board of directors adopted the Funko, Inc. 2024 Inducement Award Plan (the “2024 Inducement Award Plan”). The terms of the 2024 Inducement Award Plan are substantially similar to the terms of the Company’s 2019 Incentive Award Plan, though incentive stock options may not be issued under the 2024 Inducement Award Plan and awards under the 2024 Inducement Award Plan may only be issued to eligible recipients under the applicable listing rules of the Nasdaq Stock Market LLC. Includes 243,195 shares of Class A common stock available for issuance under our 2024 Inducement Award Plan. For additional information, see Note 18, “Stockholders’ Equity” in the Notes to Consolidated Financial Statements included in this Form 10-K.
Other
The remaining information required by this item will be included under the heading “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for our 2026 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item will be included under the headings “Certain Relationships and Related Person Transactions,” “Corporate Governance” and “Director Independence” in our definitive proxy statement for our 2026 Annual Meeting of Stockholders, and such information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item will be included under the heading “Independent Registered Public Accounting Firm Fees and Other Matters” in our definitive proxy statement for our 2026 Annual Meeting of Stockholders, and such information is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report:
1. Financial Statements
The consolidated financial statements of the Company are listed in the index under Part II, Item 8, of this Annual Report on Form 10-K.
2. Financial Statement Schedules
Schedule I: Condensed Financial Information of Registrant as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025 are included under Part II, Item 8.
All other schedules are omitted because they are not applicable, not required or the required information is shown in the consolidated financial statements or notes thereto.
3. List of Exhibits
EXHIBIT INDEX
Exhibit
Number
Exhibit Description
Incorporated by Reference
Form
File No.
Exhibit
Filing
Date
Filed/
Furnished
Herewith
3.1 Amended and Restated Certificate of Incorporation of Funko, Inc.
S-8
333-221390
4.1 11/7/2017
3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Funko, Inc.
10-Q 001-38274 3.2 8/3/2023
3.3 Amended and Restated Bylaws of Funko, Inc.
8-K 001-38274 3.1 12/26/2023
4.1 Specimen Stock Certificate evidencing the shares of Class A common stock
S-1/A 333-220856
4.1 10/23/2017
4.2 Description of Securities
10-K 001-38274 4.2 3/7/2024
10.1 †
2017 Incentive Award Plan, dated October 23, 2017.
10-K
001-38274
10.3 3/19/2018
10.2 †
Form of Stock Option Agreement under 2017 Incentive Award Plan.
S-1/A
333-220856
10.19 10/23/2017
10.3 †
Form of Restricted Stock Unit Award Agreement under 2017 Incentive Award Plan
10-Q 001-38274 10.1 8/10/2018
10.4 †
Form of Performance Stock Unit Award Agreement under the Funko, Inc. 2017 Incentive Award Plan.
10-Q 001-38274 10.7 11/6/2025
10.5 †
Amended and Restated Employment Agreement, dated April 19, 2023, by and between the Company and Tracy Daw.
10-Q 001-38274
10.3 5/4/2023
10.6 †
Form of Indemnification Agreement for Directors and Officers.
S-1/A 001-38274
10.27 10/12/2017
10.7 †
Non-Employee Director Compensation Policy, dated August 22, 2022.
10-Q 001-38274
10.2 11/3/2022
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Exhibit
Number
Exhibit Description
Incorporated by Reference
Form
File No.
Exhibit
Filing
Date
Filed/
Furnished
Herewith
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. Management Representative.
10-K 001-38274
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
10.2 5/5/2022
10.10 Amendment to Stockholder’s Agreement, between the Company and TCG Fuji 3.0, LP, dated August 14, 2025.
8-K 001-38274
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
10.27 3/19/2018
10.12 Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Funko Acquisition Holdings L.L.C., dated as of May 10, 2018.
10-Q 001-38274
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. and related entities, Fundamental Capital, LLC, Funko International, LLC, Brian Mariotti, Tracy Daw, The Jon P. and Trishawn P. Kipp Children’s Trust uad 5/31/14, Russell Nickel, and Andrew Perlmutter.
10-K 001-38274
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
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
10.1 9/22/2021
10.16 Amendment No. 1, dated as of April 26, 2022, to Credit Agreement by and 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
10.1 5/5/2022
10.17 Amendment No. 2, dated as of July 29, 2022, to Credit Agreement by and 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
10.6 8/4/2022
10.18 Amendment No. 3, dated as of February 28, 2023, to Credit Agreement by and between Funko Acquisition Holdings, L.L.C., subsidiary borrowers party thereto, lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent .
10-K 001-38274
10.23 3/1/2023
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Exhibit
Number
Exhibit Description
Incorporated by Reference
Form
File No.
Exhibit
Filing
Date
Filed/
Furnished
Herewith
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
10.6 8/8/2024
10.20 †† Amendment No. 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. as administrative agent.
8-K 001-38274
10.1 7/17/2025
10.21 †† Amendment No. 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. as administrative agent.
8-K 001-38274
10.1 2/13/2026
10.22 † Funko, Inc. 2019 Incentive Award Plan.
8-K 001-38274
10.1 6/27/2019
10.23 † Form of Option Award Agreement under the Funko, Inc. 2019 Incentive Award Plan.
10-Q 001-38274
10.1 8/5/2021
10.24 † Form of Restricted Stock Unit Award Agreement under the Funko, Inc. 2019 Incentive Award Plan.
10-Q 001-38274 10.2 8/5/2021
10.25 † Form of Director Option Award Agreement under the Funko, Inc. 2019 Incentive Award Plan.
10-Q 001-38274 10.3 8/5/2021
10.26 † Form of Director Restricted Stock Unit Award Agreement under the Funko, Inc. 2019 Incentive Award Plan.
10-Q 001-38274 10.4 8/5/2021
10.27 † Form of Restricted Stock Unit Award Agreement for U.K. Employees under the Funko, Inc. 2019 Incentive Award Plan.
10-Q 001-38274 10.4 8/4/2022
10.28 † Form of Option Award Agreement for U.K. Employees under the Funko, Inc. 2019 Incentive Award Plan.
10-Q 001-38274 10.5 8/4/2022
10.29 † Form of Performance Stock Unit Award Agreement under the Funko, Inc. 2019 Incentive Award Plan
10-K 001-38274 10.33 3/1/2023
10.30 † Form of Performance Stock Unit Award Agreement for UK Employees under the Funko, Inc. 2019 Incentive Award Plan
10-K 001-38274 10.34 3/1/2023
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
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
10.33 † Form of Retention Bonus Letter Agreement.
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
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Exhibit
Number
Exhibit Description
Incorporated by Reference
Form
File No.
Exhibit
Filing
Date
Filed/
Furnished
Herewith
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
10.36 † Letter Agreement, dated March 4, 2026, by and between Funko UK, Ltd, Funko, Inc. and Andrew Oddie.
8-K 001-38274 10.1 3/6/2026
10.37 † Employment Agreement between the Company and Cynthia Williams, effective May 20, 2024.
8-K 001-38274 10.1 5/9/2024
10.38 † Funko, Inc. 2024 Inducement Award Plan.
8-K 001-38274 10.2 5/9/2024
10.39 † Form of Stock Option Grant Notice and Stock Option Agreement under 2024 Inducement Award Plan.
8-K 001-38274 10.3 5/9/2024
10.40 † Form of Restricted Stock Unit Grant Notice under 2024 Inducement Award Plan.
8-K 001-38274 10.4 5/9/2024
10.41 † Employment Agreement between the Company and Josh Simon, effective August 11, 2025.
8-K 001-38274 10.1 8/12/2025
10.42 † Employment Agreement between the Company and Husnal Shah, effective July 30, 2025.
10-Q 001-38274 10.6 11/6/2025
10.43 † Amendment No. 1 to Funko, Inc. 2024 Inducement Award Plan.
*
16.1 Letter from Ernst & Young LLP dated May 9, 2024
8-K 001-38274 16.1 5/9/2024
19.1 Insider Trading Compliance Policy
10-K 001-38274 19.1 3/13/2025
21.1 List of Subsidiaries
10-K 001-38274 21.1 3/13/2025
23.1 Consent of Independent Registered Public Accounting Firm
*
23.2 Consent of Independent Registered Public Accounting Firm
*
31.1 Certification of Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.
*
31.2 Certification of Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.
*
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**
97.1 Policy for Recovery of Erroneously Awarded Compensation
10-K 001-38274 97.1 3/7/2024
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.
***
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Exhibit
Number
Exhibit Description
Incorporated by Reference
Form
File No.
Exhibit
Filing
Date
Filed/
Furnished
Herewith
101.SCH Inline XBRL Taxonomy Extension Schema Document. ***
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. ***
101.DEF Inline XBRL Taxonomy Definition Linkbase Document. ***
101.LAB Inline XBRL Taxonomy Label Linkbase Document. ***
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. ***
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ***
* Filed herewith
** Furnished herewith
*** Submitted electronically herewith
† Management contract or compensation plan or arrangement
†† 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.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FUNKO, INC. (Registrant)
Date: March 12, 2026 By: /s/ Yves Le Pendeven
Chief Financial Officer (Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Josh Simon Chief Executive Officer and Director
(Principal Executive Officer) March 12, 2026
Josh Simon
/s/ Yves Le Pendeven Chief Financial Officer
(Principal Financial and Accounting Officer) March 12, 2026
Yves Le Pendeven
/s/ Charles Denson Chairman of the Board March 12, 2026
Charles Denson
/s/ Reed Duchscher Director March 12, 2026
Reed Duchscher
/s/ Trevor Edwards Director March 12, 2026
Trevor Edwards
/s/ Jason Harinstein Director March 12, 2026
Jason Harinstein
/s/ Diane Irvine Director March 12, 2026
Diane Irvine
/s/ Jesse Jacobs Director March 12, 2026
Jesse Jacobs
/s/ Michael Kerns Director March 12, 2026
Michael Kerns
/s/ Sarah Kirshbaum Levy Director March 12, 2026
Sarah Kirshbaum Levy
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