UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

of ~~July~~the ~~16,~~Securities ~~2025~~Exchange Act of 1934

August 4, 2025

Date of Report (Date of earliest event reported)

FUNKO, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-38274

35-2593276

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2802 Wetmore Avenue

Everett, Washington 98201

(Address of Principal Executive Offices) (Zip Code)

(425) 783-3616

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share			FNKO			The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, $0.0001 par value per share

FNKO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

~~Item~~If ~~1.01.~~an ~~Entry~~emerging ~~into~~growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) ~~Material~~of ~~Definitive~~the ~~Agreement~~Exchange Act. ☐

OnItem ~~July 16, 2025, Funko Acquisition Holdings, L~~5.~~L.C.~~02 ~~(the~~Departure ~~“Company”), a subsidiary~~ of ~~Funko,~~Directors ~~Inc.,~~or ~~and~~Certain certain of the Company’s material domestic subsidiaries (collectively, the “Credit Agreement Parties”) entered into an amendment (the “Fourth Amendment”) with certain consenting lenders and JPMorgan Chase Bank, N.A. as administrative agent (“JPM”). The Fourth Amendment amends the Credit Agreement, dated as of September 17, 2021 and previously amended on April 26, 2022, July 29, 2022 and February 28, 2023 (the “Existing Credit Agreement”, and the Existing Credit Agreement as amended by the Fourth Amendment, the “Amended Credit Agreement”), among the Credit Agreement Parties thereto, certain financial institutions parties thereto and JPM. The Amended Credit Agreement, among other things, amends the Existing Credit Agreement by (i) waiving compliance with (x) the maximum net leverage ratio financial covenant and (y) the minimum fixed charge coverage ratio financial covenant, in each case, for the fiscal quarters ended June 30, 2025 and ending September 30, 2025Officers; ~~(ii)~~Election ~~permanently reducing the revolving commitments under the Existing Credit Agreement (x) from $150.0 million to $135.0 million as~~ of ~~the effective date of the Fourth Amendment and (y) from $135.0 million to $125.0 million as of December 31, 2025~~Directors; ~~(iii)~~Appointment ~~increasing the applicable margin on all outstanding loans to 400 basis points until the credit facilities are paid in full; (iv) modifying certain financial reporting obligations~~ of ~~the~~Certain ~~Company~~Officers; ~~(v)~~Compensatory ~~adding~~Arrangements additional affirmative covenants applicable to the Company and its subsidiaries; (vi) amending certain negative covenants applicable to the Company and its subsidiaries; (vii) modifying thresholds and grace periods for certain events of ~~default;~~Certain ~~and (viii) adding certain new event of default triggers~~Officers.

~~The~~On ~~description~~August 4, 2025, Funko, Inc. (the “Company”) approved cash retention bonuses to each of Yves Le Pendeven, the ~~Fourth~~Company’s ~~Amendment~~Chief Financial Officer, and Tracy Daw, the ~~Amended~~Company’s ~~Credit~~Chief ~~Agreement~~Legal ~~contained~~Officer ~~herein~~and doSecretary, ~~not~~in ~~purport~~the toamounts beof ~~complete~~$300,000 and $150,000, respectively. The cash bonuses are payable within thirty (30) days of, and subject to ~~and~~continued ~~qualified~~employment inwith ~~their~~the ~~entirety~~Company bythrough, ~~reference~~March 31, to2026; provided that if the ~~full~~applicable ~~text~~executive’s ofemployment is terminated by the ~~Fourth~~Company ~~Amendment~~without ~~and~~“Cause” or if the ~~Amended~~executive ~~Credit~~resigns ~~Agreement~~for ~~which~~“Good Reason” (as such terms are ~~attached~~defined asin ~~Exhibit~~the ~~10.1~~respective toexecutive’s ~~this~~employment ~~Current~~agreement), ~~Report~~then onthe ~~Form~~retention ~~8-K~~bonus shall be payable within sixty (60) days of such qualifying termination, subject to the executive’s execution and ~~are~~non-revocation ~~incorporated~~of ~~herein~~a byrelease ~~reference~~of claims.

~~Item~~The ~~2.03.~~foregoing ~~Creation~~descriptions are qualified in their entirety by reference to the form of Retention Bonus Letter Agreement, a ~~Direct~~copy ~~Financial~~of ~~Obligation~~which oris anfiled ~~Obligation~~as ~~under~~Exhibit an10.1 ~~Off-Balance~~hereto ~~Sheet~~and ~~Arrangement~~incorporated ofherein aby ~~Registrant~~reference.

The foregoing disclosure in Item 1.01 hereof is incorporated by reference into this Item 2.03.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
ExhibitNo.	Description
10.1*		Amendment No. 4, dated as of July 16 2025, 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.
10.1	Form of Retention Bonus Letter Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~
* 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.

SIGNATURE

~~Date:~~Pursuant ~~July~~to ~~17,~~the ~~2025~~requirements ~~FUNKO~~of the Securities Exchange Act of 1934, ~~INC~~the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

By: /s/ Tracy D. Daw Tracy D. Daw Chief Legal Officer and Secretary

Date: August 5, 2025

FUNKO, INC.

/s/ Tracy D. Daw

Tracy D. Daw

Chief Legal Officer and Secretary

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