Funko amends stockholder agreement to exclude up to $40M ATM shares from TCG consent threshold

Funko, Inc.

Amendment dated Aug 14, 2025 between Funko and TCG Fuji 3.0, LP.
Excludes up to $40M of Class A common stock issued in at-the-market offerings from the 22% beneficial ownership threshold triggering TCG consent rights.
Consent rights remain for other actions such as mergers, asset sales, capital stock issuances (excluding ATM shares), and charter amendments.
Amendment enables Funko to pursue ATM offerings under an existing sales agreement with BTIG, LLC without losing TCG's consent trigger.
No immediate issuance; the amendment is a governance change to facilitate future equity sales.

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