UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
July 31, 2025 (
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Explanatory Note
This Current Report on Form 8-K/A amends Item 5.02 of the Current Report on Form 8-K (the “Original Form 8-K”) filed by Funko, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on July 7, 2025. Except for the additional information described below, nothing disclosed in the Original Form 8-K has changed.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed, on July 5, 2025, the Company’s Board of Directors (the “Board”) appointed Michael Lunsford as the Company’s Interim Chief Executive Officer.
In connection with Mr. Lunsford’s appointment as Interim Chief Executive Officer, on July 31, 2025 the Company entered into a letter agreement, effective as of July 5, 2025 with Mr. Lunsford (the “Letter Agreement”). The Letter Agreement provides for a two-month term (or if earlier, the date the Company hires a replacement Chief Executive Officer).
Pursuant to the Letter Agreement, for each month that Mr. Lunsford serves as Interim Chief Executive Officer, Mr. Lunsford will receive a monthly cash fee of $75,000, as well as a monthly award of 10,000 restricted stock units (“RSUs”), which award of RSUs shall vest on the last day of such month to which it relates, subject to Mr. Lunsford’s continued service to the Company through such vesting date. Mr. Lunsford is also eligible to participate in all Company employee benefit plans or programs.
The foregoing description of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit |
Description | |
| 10.1 | Letter Agreement, by and between the Company and Michael Lunsford, dated July 31, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 4, 2025 | FUNKO, INC. | |||
|
By: | /s/ Tracy D. Daw | ||
| Tracy D. Daw | ||||
| Chief Legal Officer and Secretary | ||||
Exhibit 10.1
Funko, Inc
2802 Wetmore Avenue
Everett, WA 98201
July 31, 2025
Mike Lunsford
Sent Via Email
Dear Mike:
This letter sets forth the understanding by and between you and Funko, Inc. (the “Company”), regarding the terms of your service as Interim Chief Executive Officer, reporting directly to the Board of Directors (the “Board”) of the Company.
The following delineates the terms of your service:
| • | Term: Commencing as of July 5, 2025 (the “Start Date”) through the earlier of (i) the two-month anniversary of the Start Date and (ii) the date the Company hires a replacement Chief Executive Officer (the “Term”). |
| • | Cash Fee: $75,000 per month, less any applicable deductions and withholdings, payable in accordance with the Company’s regular payroll practices. |
| • | Equity Grant: Subject to approval by the Board or the Compensation Committee thereof, you will be granted a monthly award of 10,000 restricted stock units under the Company’s 2019 Incentive Award Plan and customary form of award agreement thereunder, with respect to each month during the Term you serve as Interim Chief Executive Officer. The restricted stock unit award with respect to July 2025 will be granted as soon as reasonably practicable following the date hereof, and thereafter each such monthly restricted stock unit award will be granted on the first day of the applicable month during the Term. Each restricted stock unit award shall vest on the last day of the month to which it relates, subject to your continued service with the Company through such date. |
| • | Benefits: You will be eligible to participate in all employee benefit plans or programs of the Company consistent with such plans and programs of the Company. |
| • | Expenses: During the Term, the Company agrees to reimburse all reasonable business expenses incurred by you consistent with the Company’s policies regarding reimbursement in the performance of your duties as Interim Chief Executive Officer. |
Your service with the Company will be “at will”, and either you or the Company may terminate your service at any time for any reason, with or without cause.
This letter may be amended only by a subsequent writing signed by both parties. The resolution of any disputes under this letter will be governed by the laws of the State of Washington.
Please confirm your acceptance of the terms of this letter by signing below and returning to me.
Sincerely Yours,
| FUNKO, INC. | ||
| By: | /s/ Tracy Daw | |
| Tracy D. Daw | ||
| Chief Legal Officer | ||
| /s/ Michael Lunsford | 7/31/25 | |||||
| Michael Lunsford | ||||||
| ACCEPTED BY: MIKE LUNSFORD | DATE |