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0001704711FALSE00017047112026-03-042026-03-04


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
 
March 4, 2026
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))
 
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  ☐
 
If an emerging 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) of the Exchange Act.  ☐
 



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 4, 2026, Funko, Inc. (the “Company”), its subsidiary, Funko UK, Ltd, and Andrew Oddie entered into a letter agreement (the “Letter Agreement”) amending the Service Agreement (as defined below) by and between the Company’s subsidiary, Funko UK, Ltd, and Andrew Oddie, dated May 12, 2022, including as modified by letter dated May 1, 2024 and by letter dated September 9, 2024 (together, and as amended and/or modified from time to time, the “Service Agreement”). Pursuant to the Letter Agreement, Mr. Oddie’s job title is changed to Chief International Officer, he will no longer reside in the United States for the purposes of his employment and his compensation is unchanged, except that the relocation terms contained in the September 9, 2024 letter referred to above will no longer apply (other than as expressly set out in the Letter Agreement).
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits:






Exhibit No.

Description
10.1  
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: March 6, 2026
FUNKO, INC.
By: /s/ Tracy D. Daw

Tracy D. Daw

Chief Legal Officer and Secretary


EX-10.1 2 exhibit1013426.htm EX-10.1 Document

Exhibit 10.1
This deed is made on 4 March 2026
Andrew Oddie
c/o FUNKO UK, Ltd




Dear Andy
1. BACKGROUND
1.1     The terms of this deed (the “Letter”) are subject to, and in consideration of, your continued employment with FUNKO UK, Ltd (the “Employer”) under your contract of employment dated 12 May 2022, as amended from time to time (the "Employment Agreement”), including (without limitation) via a deed dated 1 May 2024 (the “May 2024 Letter”) and a deed dated 9 September 2024 (the “September 2024 Letter”).
1.2     We hereby make express reference to the relocation terms set out in the September 2024 Letter between you, the Employer and FUNKO, Inc. (the “Relocation Terms”).
1.3     By executing this Letter, you hereby agree to the amendments to your Employment Agreement, your wider terms and conditions of employment and the Relocation Terms which are set out in this Letter.
1.4     Unless otherwise defined herein, all capitalised terms in this Letter are as defined in the Employment Agreement or the September 2024 Letter.
1.5    Save as expressly stated below, this Letter shall become effective on the date specified above (having been executed by both parties).
1.6     The changes made in this Letter are not intended to reduce your status or responsibilities and do not alter your base salary, target bonus opportunity, equity entitlements, severance entitlements or benefits. Without limitation, nothing in this Letter varies the May 2024 Letter (save in relation to your job title) or any Equity Documentation (including the Retention Grant).
1.7     The Employer agrees that it will not exercise its right to terminate your employment without cause with immediate effect under clauses 3.3(d) and 3.11 of the Employment Agreement before the 4th year anniversary of the Effective Date, provided that nothing in this Letter shall prevent the Employer from terminating your employment for Cause at any time in accordance with the terms of clause 3.3(b) and 3.5 of the Employment Agreement
2. CHANGE OF JOB TITLE AND DUTIES
2.1     With effect from 4 March 2026, your job title and role shall be Chief International Officer (the “New Role”). Any previous references to your job title or role in the Employment Agreement and in any prior amendments shall be amended, read and construed accordingly.
2.2     You will carry out such duties in the New Role as required in order to discharge any reasonable and proper requirements of this position, including (without limitation) such duties as may be assigned to you by the Employer in accordance with the Employment Agreement or as may otherwise be agreed with you from time to time.
1.




3. CONTINUATION OF REPORTING LINE
3.1     In the New Role, you shall continue to report directly to the Funko group’s Chief Executive Officer Josh Simon (or any replacement Chief Executive Officer from time to time).
4. RELOCATION
4.1     With effect from 4 March 2026, in the New Role, your place of work shall be as set out in Clause 6.1 of your Employment Agreement, together with any relevant overseas travel pursuant to Clause 6.2. This shall mean, for the avoidance of doubt, that you will no longer have a primary place of work or residence in the United States.
4.2     The parties agree that the Relocation Terms (including, without limitation, all “Relocation” or “Relocation Period” arrangements referenced therein such as the Relocation Stipend, London-Los Angeles travel and relocation reimbursements) shall end on 28 February 2026, save that:
(a)     any properly incurred and evidenced relocation reimbursements and benefits accrued on or before 28 February 2026 shall remain claimable in accordance with the Relocation Terms; and
(b)     any provisions expressly stated in the Relocation Terms to survive termination shall so survive.
4.3     For the avoidance of doubt, this shall mean that the Relocation Period (as defined in the September 2024 Letter) shall cease to operate on and from 28 February 2026. Without limitation, Paragraph 2.6 of the September 2024 Letter shall apply accordingly and the Milestones (as defined in the September 2024 Letter) and the duties specified in the Schedule to the September 2024 Letter shall cease to apply on and from 28 February 2026.
5. GENERAL
5.1     If these changes are acceptable to you, please sign, date and return one copy of the Letter, appropriately witnessed. All other terms of your Employment Agreement and your wider terms and conditions of employment shall remain unchanged and will continue in full force and effect.
5.2     This Letter may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each of the parties has executed at least one counterpart. Each counterpart shall constitute an original but all counterparts together shall constitute one and the same instrument.
5.3     This Letter is governed by and to be construed in accordance with English law and any dispute is subject to the exclusive jurisdiction of the English courts.

2.




IN WITNESS of which this Letter has been executed and delivered as a deed on the first date written above.

EXECUTED, but not delivered until the date specified on page 1, as a deed By FUNKO UK, Ltd
/s/ Tracy D. Daw
Acting By Director
Witness’s Signature: /s/ Kalai Wineland
Full Name: Kalai Wineland
Address:
EXECUTED, but not delivered until the date specified on page l, as a deed By FUNKO, Inc. (solely with respect To Clause 4.2 and Clause 4.3 of this Letter)
/s/ Tracy D. Daw
Acting By Chief Legal Officer
Witness’s Signature: /s/ Kalai Wineland
Full Name: Kalai Wineland
Address:










3.




EXECUTED, but not delivered until                
the date specified on page 1, as a deed By Andrew Oddie
in the presence of:
/s/ Andrew Oddie
Witness’s
Signature: /s/ Rachel Cross
Full Name: Rachel Cross
Address:


4.