Document

S-8 1 forms-83122026.htm S-8 Document

As filed with the Securities and Exchange Commission on March 12, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FUNKO, INC.

(Exact name of Registrant as specified in its charter)



Delaware						35-2593276
(State or other jurisdiction of Incorporation or organization)						(I.R.S. Employer Identification No.)

2802 Wetmore Avenue

Everett, Washington 98201

Telephone: (425) 783-3616

(Address of principal executive offices) (Zip code)

Funko, Inc. 2019 Incentive Award Plan

Funko, Inc. 2024 Inducement Award Plan

(Full title of the plans)

Tracy D. Daw

Chief Legal Officer and Secretary

Funko, Inc.

2802 Wetmore Avenue

Everett, Washington 98201

Telephone: (425) 783-3616

(Name and address of agent for service)

(Telephone number, including area code, of agent for service)

With copies to:

Benjamin Cohen

Jenna Cooper

Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020

(212) 906-1200

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

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 7(a)(2)(B) of the Securities Act.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering (i) an additional 2,031,117 shares of the Registrant’s Class A common stock to be issued pursuant to the Funko, Inc. 2019 Incentive Award Plan (the “2019 Plan”) for which registration statements of the Registrant on Form S-8 are effective and (ii) an additional 1,224,705 shares of the Registrant’s Class A common stock to be issued pursuant to the Funko, Inc. 2024 Inducement Award Plan, as amended (the “Inducement Plan” and together with the “2019 Plan,” the “Plans”) for which a registration statement of the Registrant on Form S-8 is effective.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8

The contents of Registration Statements on Form S-8 (File Nos. 333-270186, 333-234456, 333-266175, 333-277757, 333-285793 and 333-279278), filed with the Commission, relating to the Plans, are incorporated herein by reference.

Item 8.

Exhibits

Exhibit

Number

Description

4.1

Amended and Restated Certificate of Incorporation of the Registrant, dated November 1, 2017 (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-221390) filed on November 7, 2017)

4.2

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Funko, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38274) filed on August 3. 2023).

4.3

Amended and Restated Bylaws of the Registrant, dated December 22, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-38274) filed on December 26, 2023)

5.1*

Opinion of Latham & Watkins LLP

23.1*

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm

23.2*

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

23.3*

Consent of Latham & Watkins LLP (included in Exhibit 5.1)

24.1*

Power of Attorney (included on signature page)

99.1

Funko, Inc. 2019 Incentive Award Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38274), filed on June 27, 2019).

99.1.1

Form of Option Award Agreement under the Funko, Inc. 2019 Incentive Award Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38274), filed on August 5, 2021).

99.1.2

Form of Restricted Stock Unit Award Agreement under the Funko, Inc. 2019 Incentive Award Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38274), filed on August 5, 2021).

99.1.3

Form of Director Option Award Agreement under the Funko, Inc. 2019 Incentive Award Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38274), filed on August 5, 2021).

99.1.4

Form of Director Restricted Stock Unit Award Agreement under the Funko, Inc. 2019 Incentive Award Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38274), filed on August 5, 2021).

99.1.5

Form of Restricted Stock Unit Award Agreement for U.K. Employees under the Funko, Inc. 2019 Incentive Award Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38274), filed on August 4, 2022).

99.1.6

Form of Option Award Agreement for U.K. Employees under the Funko, Inc. 2019 Incentive Award Plan. (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38274), filed on August 4, 2022).

99.1.7

Form of Performance Stock Unit Award Agreement under the Funko, Inc. 2019 Incentive Award Plan (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K (File No. 001-38274), filed on March 1, 2023)

99.1.8

Form of Performance Stock Unit Award Agreement for UK Employees under the Funko, Inc. 2019 Incentive Award Plan (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K (File No. 001-38274), filed on March 1, 2023)

99.2

Funko, Inc. 2024 Inducement Award Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-38274), filed on May 9, 2024)

99.2.1*

Amendment No. 1 to Funko, Inc. 2024 Inducement Award Plan

99.2.2

Form of Stock Option Grant Notice and Stock Option Agreement under the 2024 Inducement Award Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-38274), filed on May 9, 2024)

99.2.3

Form of Restricted Stock Unit Grant Notice under 2024 Inducement Award Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-38274), filed on May 9, 2024)

107.1*

Filing Fee Table

Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Everett, State of Washington, on March 12, 2026.

FUNKO, INC.


			By:			/s/ Yves Le Pendeven
						Yves Le Pendeven
						Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Yves Le Pendeven and Tracy Daw, or each of them singly, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Josh Simon

Chief Executive Officer and Director

(Principal Executive Officer)

March 12, 2026

Josh Simon

/s/ Yves Le Pendeven

Chief Financial Officer

(Principal Financial and Accounting Officer)

March 12, 2026

Yves Le Pendeven

/s/ Charles Denson

Chairman of the Board and Director

March 12, 2026

Charles Denson

/s/ Reed Duchscher

Director

March 12, 2026

Reed Duchscher

/s/ Trevor Edwards

Director

March 12, 2026

Trevor Edwards

/s/ Jason Harinstein

Director

March 12, 2026

Jason Harinstein

/s/ Diane Irvine

Director

March 12, 2026

Diane Irvine

/s/ Jesse Jacobs

Director

March 12, 2026

Jesse Jacobs

/s/ Michael Kerns

Director

March 12, 2026

Michael Kerns

/s/ Sarah Kirshbaum Levy

Director

March 12, 2026

Sarah Kirshbaum Levy

SEC Form S-8 filed by Funko Inc.