Form 4: TCG Capital Management Increases Indirect Stake in Funko, Inc. Through RSU Conversion

TCG Capital Management, LP, a significant shareholder and director of Funko, Inc., has increased its indirect beneficial ownership of Class A Common Stock following the vesting and settlement of Restricted Stock Units granted to its affiliated directors.

Summary

• TCG Capital Management, LP, identified as a Director and 10% Owner of Funko, Inc. (FNKO), reported changes in beneficial ownership.
• On June 4, 2025, 10,204 Restricted Stock Units (RSUs) granted to Jesse Jacobs, a director affiliated with TCG Capital, vested and were settled in an equal number of Class A Common Stock shares.
• Concurrently, another 10,204 RSUs granted to Mike Kerns, also a director affiliated with TCG Capital, vested and were settled in Class A Common Stock shares on the same date.
• These RSUs were originally granted on June 4, 2024, as compensation for their service on Funko's board of directors.
• Following these transactions, TCG Capital Management, LP indirectly beneficially owns 17,067 shares of Class A Common Stock through Jesse Jacobs and 13,081 shares through Mike Kerns.
• The conversion price for these RSUs was $0, as they represent a contingent right to receive shares upon vesting.

Sentiment

Score: 7

Explanation: The document reports a routine, pre-planned conversion of equity compensation into common stock, increasing indirect insider ownership. This is generally a neutral to slightly positive event as it aligns insider interests with shareholders, without indicating any unexpected financial performance or strategic shifts.

Positives

• The conversion of Restricted Stock Units into Class A Common Stock increases the indirect beneficial ownership of TCG Capital Management, LP in Funko, Inc., aligning their interests more closely with other shareholders.
• The transaction represents a routine, pre-planned compensation event for board service, indicating stability in director compensation and retention.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• Jesse Jacobs and Mike Kerns serve on Funko's board of directors pursuant to a Stockholders Agreement between TCG 3.0 Fuji, LP (an affiliate of the reporting person) and Funko, Inc., which grants TCG and its affiliates the right to nominate up to two directors.
• Mr. Jacobs, as Managing Partner, and Mr. Kerns, as Co-founder and Partner of TCG Capital Management, LP, may be deemed to represent the interests of the reporting person on the Board of Directors of Funko, Inc.

Industry Context

This filing is a routine insider transaction related to director compensation and beneficial ownership, which is common across publicly traded companies. It does not provide specific insights into broader industry trends or competitive dynamics within the collectibles or entertainment sectors.

Corporate Governance

Related Party Transactions

• The RSU grants and subsequent conversion for Jesse Jacobs and Mike Kerns, who are directors of Funko and also partners at TCG Capital Management, LP (a 10% owner of Funko), constitute related party transactions as they involve compensation from the issuer to individuals affiliated with a significant shareholder and director.

Stakeholder Impact

• Shareholders: The increase in indirect beneficial ownership by TCG Capital Management, LP through its affiliated directors may be viewed positively as it strengthens insider alignment with shareholder interests.
• Employees: No direct impact on employees mentioned.
• Customers: No direct impact on customers mentioned.
• Suppliers: No direct impact on suppliers mentioned.
• Creditors: No direct impact on creditors mentioned.

Key Dates

Recommendation

Keywords

Funko, FNKO, TCG Capital Management, SEC Form 4, Beneficial Ownership, Restricted Stock Units, RSU, Insider Transaction, Director Compensation, Equity Compensation