Funko Inc

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, 2024, 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, 2024, 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, 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. Based on this assessment, management concluded that, as of December 31, 2024, 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, 2024:

•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.

•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 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. 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.

The effectiveness of our internal control over financial reporting as of December 31, 2024, 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 2024, 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 and income taxes business processes as well as controls over 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 2025 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 Previously Identified Material Weaknesses

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:

•We implemented procedures to identify and evaluate changes in our business and the impact on our controls;

•We completed the identification and alignment of relevant risks to controls and control deficiencies;

•We designed and implemented control activities in response to the identified risks related to the following business processes: 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;

•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; and

•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.

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.

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, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.