WEBTOON Entertainment Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were effective at a level of reasonable assurance. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting using criteria described in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025, based on the criteria in Internal Control – Integrated Framework (2013). The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by Samil PricewaterhouseCoopers, an independent registered public accounting firm, as stated in their report which is included in Item 8 of this Annual Report on Form 10-K. Remediation of Previously Reported Material Weaknesses As previously disclosed in Part II - Item 9A “Controls and Procedures” in our Annual Report on Form 10-K for the year ended December 31, 2024, we identified material weaknesses in our internal control over financial reporting related to (i) the design and maintenance of an effective control environment commensurate with our financial reporting requirements and (ii) design and effectiveness of controls related to the period-end financial reporting process, including, procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures. We concluded that these material weaknesses arose because we did not have sufficient resources with an appropriate level of accounting knowledge, experience and training to appropriately analyze, record and disclose accounting matters timely and accurately. Management implemented certain remediation efforts in 2024 and 2025. We have continued onboarding of U.S. GAAP and SEC reporting specialists to enhance the financial reporting function and establish a robust financial and system control framework, and strengthened the controls around our financial accounting closing, reporting and disclosure processes. During the quarter ended December 31, 2025, we completed our testing and evaluation of our internal control over financial reporting and determined that as of December 31, 2025, our internal control over financial reporting was designed and operating effectively for a sufficient period for management to conclude that the material weaknesses have been remediated. Changes in Internal Control Over Financial Reporting Other than the actions described above to remediate the material weaknesses relating to our internal control over financial reporting, there was no change in our internal control over financial reporting that occurred during the quarter 157 Table of Contents ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections. Not applicable. 158 Table of Contents Part III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated by reference to the 2026 Proxy Statement, which will be filed with the SEC no later than 120 days after December 31, 2025. Item 11. Executive Compensation The information required by this item is incorporated by reference to the 2026 Proxy Statement, which will be filed with the SEC no later than 120 days after December 31, 2025. Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference to the 2026 Proxy Statement, which will be filed with the SEC no later than 120 days after December 31, 2025. Item 14. Principal Accounting Fees and Services The information required by this item is incorporated by reference to the 2026 Proxy Statement, which will be filed with the SEC no later than 120 days after December 31, 2025. 159 Table of Contents Part IV Item 15. Exhibits, Financial Statement Schedules (a) Financial Statements See “INDEX TO CONSOLIDATED FINANCIAL STATEMENTS” in Part II. Item 8 of this Annual Report on Form 10-K. (b) Exhibits The exhibit index attached hereto is incorporated herein by reference. (c) Financial Statement Schedules All financial statement schedules have been omitted, since the required information is not applicable, or because the information required is included in the consolidated financial statements and accompanying notes. EXHIBIT INDEX Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 1, 2024) 3.2 Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 1, 2024) 10.1 Registration Rights Agreement by and among the Registrant and certain stockholders identified therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 1, 2024) 10.2 Stockholder Agreement by and between the Registrant and NAVER Corporation (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 1, 2024) 10.3 Stockholder Agreement by and between the Registrant and LY Corporation (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 1, 2024) 10.4 Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2024) 10.5† 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-8 filed with the SEC on June 27, 2024) 10.6† 2020 Stock Option Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2024) 10.7† Amended and Restated 2020 Stock Option Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2024) 10.8† Second Amended and Restated 2020 Stock Option Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2024) 10.9† Third Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2024) 10.10† Form of Stock Option Agreement (U.S.) under 2020 Stock Option Plan (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2024) 10.11† Form of Stock Option Agreement (Korea) under 2020 Stock Option Plan (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2024) 160 Table of Contents Exhibit Number Description 10.12† Form of Stock Option Agreement (Korea) under Amended and Restated 2020 Stock Option Plan (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2024) 10.13† Form of Stock Option Agreement (Korea) under Third Amended and Restated 2020 Stock Option Plan (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2024) 10.14† Form A of Restricted Stock Unit Agreement under Third Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2024) 10.15† Form B of Restricted Stock Unit Agreement under Third Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2024) 10.16† Form C of Restricted Stock Unit Agreement under Third Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2024) 10.17† Restricted Stock Unit Agreement under Third Amended and Restated 2020 Equity Incentive Plan between the Registrant and Junkoo Kim (incorporated by reference to Exhibit 10.16 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2024) 10.18† Stock Option Agreement under Third Amended and Restated 2020 Equity Incentive Plan between the Registrant and David Lee (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2024) 10.19† 2023 Restricted Stock Unit Agreement under Third Amended and Restated 2020 Equity Incentive Plan between the Registrant and David Lee (incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2024) 10.20† 2024 Restricted Stock Unit Agreement under Third Amended and Restated 2020 Equity Incentive Plan between the Registrant and David Lee (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2024) 10.21† Stock Option Agreement under Third Amended and Restated 2020 Equity Incentive Plan between the Registrant and Chankyu Park (incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2024) 10.22† English Translation of Form of Business Delegation Agreement (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2024) 10.23† English Translation of Form of Annex Agreement to Business Delegation Agreement (incorporated by reference to Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2024) 10.24† Executive Employment Agreement, dated October 14, 2023, between the Registrant and David Lee (incorporated by reference to Exhibit 10.23 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 31, 2024) 10.25† Employment Agreement, dated November 5, 2024, by and between the Registrant and Junkoo Kim (incorporated by reference to Exhibit 10.25 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024) 10.26† Form of Restricted Stock Unit Agreement under the 2024 Omnibus Incentive Plan 19.1 Insider Trading Policy of the Registrant 21.1* List of Significant Subsidiaries of the Registrant 23.1* Consent of Samil PricewaterhouseCoopers, independent registered public accounting firm 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 161 Table of Contents Exhibit Number Description 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Principal Executive Officer and Principal 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 Clawback Policy of the Registrant 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104 Cover Page Interactive Data Files (Embedded within the Inline XBRL document and included in Exhibit 101) ______________ * Filed herewith ** Furnished herewith † Management compensatory plan or contract Item 16. Form 10-K Summary None. 162 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of 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, on March 5, 2026. WEBTOON Entertainment Inc. By: /s/ Junkoo Kim Name: Junkoo Kim Title: Chief Executive Officer and Chairman of the Board Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and the dates indicated. Signature Title Date /s/ Junkoo Kim Chief Executive Officer and Chairman of the Board March 5, 2026 Junkoo Kim (Principal Executive Officer) /s/ David J. Lee Chief Financial Officer, Chief Operating Officer and Director March 5, 2026 David J. Lee (Principal Financial and Accounting Officer) /s/ Yongsoo Kim President and Director March 5, 2026 Yongsoo Kim /s/ Haejin Lee Director March 5, 2026 Haejin Lee /s/ Namsun Kim Director March 5, 2026 Namsun Kim /s/ Jun Masuda Director March 5, 2026 Jun Masuda /s/ Isabelle Winkles Director March 5, 2026 Isabelle Winkles /s/ Nancy Dubuc Director March 5, 2026 Nancy Dubuc /s/ Saeju Jeong Director March 5, 2026 Saeju Jeong