The Company is party to a Tax Receivable Agreement with FAH, LLC and each of the Continuing Equity Owners, and certain transferees of the Continuing Equity Owners have been joined as parties to the Tax Receivable Agreement (the parties entitled to payments under the Tax Receivable Agreement are referred to herein as the “TRA Parties”) that provides for the payment by the Company to the TRA Parties of 85% of the amount of tax benefits, if any, that it realizes, or in some circumstances, is deemed to realize, as a result of (i) future redemptions funded by the Company or exchanges, or deemed exchanges in certain circumstances, of common units of FAH, LLC for Class A common stock of Funko, Inc. or cash, and (ii) certain additional tax benefits attributable to payments made under the Tax Receivable Agreement.

The Company is generally not obligated to make any payments under the Tax Receivable Agreement until the tax benefits associated with a relevant transaction that gave rise to the payment are realized. Amounts payable under the Tax Receivable Agreement are contingent upon, among other things, (i) the generation of future taxable income over the term of the Tax Receivable Agreement and (ii) future changes in tax laws. If the Company does not generate sufficient taxable income in the aggregate over the term of the Tax Receivable Agreement to utilize the tax benefits, then it would not be required to make the related Tax Receivable Agreement payments. There were no common units of FAH, LLC acquired during the six months ended June 30, 2026. During the three and six months ended June 30, 2025, the Company acquired no and a nominal amount of common units of FAH, LLC, respectively.

During the three months ended June 30, 2026, the Company paid $249,000 to the TRA Parties in respect of the certified tax year 2024 payment under the Tax Receivable Agreement. The remaining recorded TRA liability as of June 30, 2026 was not material. As a result of the full valuation allowance on the deferred tax assets, and projected inability to fully utilize all or part of the related tax benefits, the Company determined that certain payments to the TRA Parties related to unrealized tax benefits under the TRA were no longer probable. The estimated gross outstanding balance of the TRA liability was $102.4 million and $102.5 million as of June 30, 2026 and December 31, 2025, respectively.

The following table summarizes changes in the amount of the Company’s Tax Receivable Agreement liability (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Beginning balance	$	249	$	547	$	120	$	547
Additional liabilities for exchanges	—		—		—		3,156
Adjustment to remeasurement of liabilities	—		—		129		(3,156)
Payments under tax receivable agreement	(249)		—		(249)		—
Ending balance	$	—	$	547	$	—	$	547