Funko Inc
For the period ended Dec 31, 2023. Filed Mar 7, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 7, 2024
FNKO$7.24+1.6%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report:
- 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.
- Financial Statement Schedules
Schedule I: Condensed Financial Information of Registrant
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.
- List of Exhibits
EXHIBIT INDEX
| ExhibitNumber · Exhibit Description · Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Form · File No. · Exhibit · FilingDate · Filed/FurnishedHerewith | ||||||
| 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 | * | ||||
| 10.1 † | Funko Acquisition Holdings, L.L.C. 2015 Option Plan, Amended and Restated as of November 1, 2017. | 10-K | 001-38274 | 10.1 | 3/19/2018 | |
| 10.2 † | Form of Option Agreement under Funko Acquisition Holdings, L.L.C. 2015 Option Plan. | S-1 | 333-220856 | 10.15 | 10/6/2017 | |
| 10.3 † | 2017 Incentive Award Plan, dated October 23, 2017. | 10-K | 001-38274 | 10.3 | 3/19/2018 | |
| 10.4 † | Form of Stock Option Agreement under 2017 Incentive Award Plan. | S-1/A | 333-220856 | 10.19 | 10/23/2017 | |
| 10.5 † | 2017 Executive Annual Incentive Plan, dated October 23, 2017. | 10-K | 001-38274 | 10.5 | 3/19/2018 | |
| 10.6 † | Employment Agreement, dated January 3, 2022, between the Company and Brian Mariotti. | 8-K | 001-38274 | 10.2 | 1/7/2022 | |
| 10.7 † | Amendment to Employment Agreement, by and between the Company and Brian Mariotti, dated December 5, 2022. | 8-K | 001-38274 | 10.3 | 12/9/2022 | |
| 10.8 † | Letter between the Company and Brian Mariotti, dated July 13, 2023 | 8-K | 001-38274 | 10.2 | 7/18/2023 | |
| ExhibitNumber · Exhibit Description · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Form · File No. · Exhibit · FilingDate · Filed/FurnishedHerewith | |||||
| 10.9 † | Advisor Agreement, by and between the Company and Brian Mariotti, dated September 1, 2023 | 8-K | 001-38274 | 10.1 | 9/1/2023 |
| 10.10 † | 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 |
| 10.11 † | Amended and Restated Employment Agreement, dated January 3, 2022, between the Company and Andrew Perlmutter. | 8-K | 001-38274 | 10.1 | 1/7/2022 |
| 10.12 † | Amendment to Amended and Restated Employment Agreement, by and between the Company and Andrew Perlmutter, dated as of December 5, 2022. | 8-K | 001-38274 | 10.2 | 12/9/2022 |
| 10.13 † | Second Amendment to Amended and Restated Employment Agreement, by and between the Company and Andrew Perlmutter, dated August 15, 2023. | 8-K | 001-38274 | 10.1 | 8/15/2023 |
| 10.14 † | Form of Indemnification Agreement for Directors and Officers. | S-1/A | 333-220856 | 10.27 | 10/12/2017 |
| 10.15 † | Form of Restricted Stock Unit Award Agreement under 2017 Incentive Award Plan | 10-Q | 001-38274 | 10.1 | 8/10/2018 |
| 10.16 † | Non-Employee Director Compensation Policy, dated August 22, 2022. | 10-Q | 001-38274 | 10.2 | 11/3/2022 |
| 10.17 | 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 |
| 10.18 | 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 |
| 10.19 | 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 |
| 10.20 | 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 |
| 10.21 | 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 | 001-38724 | 10.28 | 3/19/2018 |
| 10.22 | Registration Rights Agreement Joinder and Amendment, dated May 3, 2022, between TCG 3.0 Fuji, LP and the Company. | 10-Q | 001-38724 | 10.3 | 5/5/2022 |
| ExhibitNumber · Exhibit Description · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Form · File No. · Exhibit · FilingDate · Filed/FurnishedHerewith | |||||
| 10.23 | 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 |
| 10.24 | 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 |
| 10.25 | 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 |
| 10.26 | 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 |
| 10.27 † | Funko, Inc. 2019 Incentive Award Plan. | 8-K | 001-38274 | 10.1 | 6/27/2019 |
| 10.28 † | Form of Option Award Agreement under the Funko, Inc. 2019 Incentive Award Plan. | 10-Q | 001-38274 | 10.1 | 8/5/2021 |
| 10.29 † | Form of Restricted Stock Unit Award Agreement under the Funko, Inc. 2019 Incentive Award Plan. | 10-Q | 001-38274 | 10.2 | 8/5/2021 |
| 10.30 † | Form of Director Option Award Agreement under the Funko, Inc. 2019 Incentive Award Plan. | 10-Q | 001-38274 | 10.3 | 8/5/2021 |
| 10.31 † | 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 |
| 10.32 † | 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 |
| 10.33 † | 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 |
| 10.34 † | Tatum Services Agreement, by and between Funko, LLC and Ranstad Professionals US, LLC d/b/a Tatum, dated as of November 22, 2022. | 8-K | 001-38274 | 10.1 | 12/9/2022 |
| 10.35 † | Form of Performance Stock Unit Award Agreement under the Funko, Inc. 2019 Incentive Award Plan | 10-K | 001-38274 | 10.33 | 3/1/2023 |
| 10.36 † | 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 |
| ExhibitNumber · Exhibit Description · Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Form · File No. · Exhibit · FilingDate · Filed/FurnishedHerewith | ||||||
| 10.37 † | Employment Agreement, by and between the Company and Steve Nave, dated February 27, 2023. | 10-K | 001-38274 | 10.35 | 3/1/2023 | |
| 10.38 † | Letter between the Company and Michael Lunsford, dated July 13, 2023 | 8-K | 001-38274 | 10.1 | 7/18/2023 | |
| 21.1 | List of Subsidiaries | * | ||||
| 23.1 | Consent of Independent Registered Public Accounting Firm | * | ||||
| 31.1 | Certification of Interim 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 Interim 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 | * | ||||
| 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. | *** | ||||
| 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
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.