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Current Report · Items 2.02, 5.02, 8.01, 9.01 · 8-K

JAKKS Pacific, Inc.

JAKKNASDAQEQUITYCurrent

Results of Operations and Financial Condition · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Other Events

Item 2.02. Results of Operations and Financial Condition. On February 20, 2025, we issued a press release announcing our fourth quarter and full year results for 2024. Following the issuance of the press release, on February 20, 2025 at 5:00 p.m. ET / 2:00 p.m. PT, we will host a teleconference and webcast for analysts, investors, media and others to discuss the results and other business topics.…

Filed Feb 20, 2025Accepted Feb 20, 2025, 5:03 PM ESTCIK 1009829Accession 0001185185-25-000146
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Company context

JAKKS Pacific, Inc. is a leading designer, manufacturer and marketer of toys and consumer products sold throughout the world, with its headquarters in Santa Monica, California. JAKKS Pacific’s popular proprietary brands include: AirTitans®, Disguise®, Fly Wheels®, JAKKS Wild Games®, Moose Mountain®, Maui®, Perfectly Cute®, ReDo® Skateboard Co., Sky Ball®, SportsZone™, Xtreme Power Dozer®, WeeeDo®, and Wild Manes™ as well as a wide range of entertainment-inspired products featuring premier licensed properties. Through our products and our charitable donations, JAKKS is helping to make a positive impact on the lives of children. Visit us at www.jakks.com and follow us on Instagram (@jakkspacific.toys), X (@jakkstoys) and Facebook (@jakkspacific.toys).

Current securities

Recent company filings

  1. 10-Q filingJul 31, 2026
  2. SCHEDULE 13G filingJul 28, 2026
  3. Results of Operations and Financial Condition · Other EventsJul 24, 2026
  4. Submission of Matters to a Vote of Security HoldersJun 12, 2026
  5. SCHEDULE 13G/A - filed by GATE CITY CAPITAL MANAGEMENT, LLC regarding JAKKS PACIFIC INCMay 15, 2026

Disclosure sections

Items 2.02, 5.02, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 2.02Item 2.02 - Results of Operations
Item 2.02. Results of Operations and Financial Condition. On February 20, 2025, we issued a press release announcing our fourth quarter and full year results for 2024. Following the issuance of the press release, on February 20, 2025 at 5:00 p.m. ET / 2:00 p.m. PT, we will host a teleconference and webcast for analysts, investors, media and others to discuss the results and other business topics. Such financial information included in the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 18, 2025, the Company amended the employment agreement between the Company and Mr. Stephen G. Berman, Chairman, CEO & Secretary, and entered into Amendment No. 9 to Mr. Berman’s Second Amended and Restated Employment Agreement, dated as of November 11, 2010 and as amended to date (the “Berman Employment Agreement”). The terms of Mr. Berman’s Employment Agreement have been amended as follows: (i) to extend the Term of the Berman Employment Agreement for an additional twenty-seven months through March 31, 2029; (ii) addition of a performance award in the amount of 83,334 Restricted Stock Units (“RSUs”) which will vest (provided Mr. Berman is employed by the Company on a vesting date, with certain exceptions described in the Agreement) as follows: (1) 27,778 RSUs shall vest on the date the Average VWAP (as such term is defined in amendment) of a share of the Company’s common stock during a continuous 180 trading period is at least $45.00, (2) 27,778 RSUs shall vest on the date the Average VWAP of a share of the Company’s common stock during a continuous 180 trading period is at least $52.50, and (3) 27,778 RSUs shall vest on the date the Average VWAP of a share of the Company’s common stock during a continuous 180 trading period is at least $60.00, (iii) under certain circumstances, if Mr. Berman’s employment is terminated following a Change of Control, the Company will continue to provide certain health insurance benefits to Mr. Berman and his family for a period of time, and in the event of termination under certain other circumstances the Company’s obligation to provide post-termination insurance coverage to Mr. Berman and his family will be extended commensurate with the extension of the term described in (i) above, and (iv) if the Berman Employment Agreement is terminated under certain circumstances, the RSUs will immediately vest. All capitalized terms used but not defined in the previous sentence have the meanings ascribed thereto in the Berman Employment Agreement, as amended by Amendment No. 9. The foregoing description of Amendment No. 9 to the Berman Employment Agreement is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference into this Item 5.02. On February 18, 2025, the Company amended the employment letter agreement between the Company and Mr. John L. Kimble, Chief Financial Officer and Executive Vice President, and entered into Amendment No. 3 to Mr. Kimble’s Letter Employment Agreement, dated November 18, 2019 (the “Kimble Employment Agreement”). The terms of Mr. Kimble’s Employment Agreement have been amended as follows: (i) to extend the Term of the Kimble Employment Agreement for an additional twenty-seven months through March 31, 2029; (ii) addition of a performance award in the amount of 29,166 RSUs which will vest (provided Mr. Kimble is employed by the Company on a vesting date, with certain exceptions described in the Agreement) as follows: (1) 9,722 RSUs shall vest on the date the Average VWAP of a share of the Company’s common stock during a continuous 180 trading period is at least $45.00, (2) 9,722 RSUs shall vest on the date the Average VWAP of a share of the Company’s common stock during a continuous 180 trading period is at least $52.50, and (3) 9,722 RSUs shall vest on the date the Average VWAP of a share of the Company’s common stock during a continuous 180 trading period is at least $60.00, (iii) under certain circumstances, if Mr. Kimble’s employment is terminated following a Change of Control, the Company will continue to provide certain health insurance benefits to Mr. Kimble and his family for a period of time, and in the event of termination under certain other circumstances the Company’s obligation to provide post-termination insurance coverage to Mr. Kimble and his family will be extended commensurate with the extension of the term described in (i) above, (iv) if the Kimble Employment Agreement is terminated under certain circumstances, the RSUs will immediately vest, and (v) if the Kimble Employment Agreement is terminated following a Change of Control he shall receive an amount equal to his aggregate base salary and any bonus with respect to any completed fiscal year to which he was entitled during the two years preceding the date of termination multiplied by two (2). All capitalized terms used but not defined in the previous sentence have the meanings ascribed thereto in the Kimble Employment Agreement, as amended by Amendment No. 3. The foregoing description of Amendment No. 3 to the Kimble Employment Agreement is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.2 to this Form 8-K and is incorporated by reference into this Item 5.02. Employment agreements for Stephen G. Berman, our President and Chief Executive Officer, and for John L. Kimble, our Chief Financial Officer, provide, inter alia, that for fiscal year 2025, their respective Annual Performance Bonuses (as such terms are defined in their respective employment agreements) will depend on our achieving certain performance criteria. The specific performance criteria are to be determined by the Compensation Committee (the “Compensation Committee”) of our Board of Directors (the “Board”) before the end of the Company’s first fiscal quarter. The performance criteria for Messrs. Berman and Kimble’s respective 2025 Annual Performance Bonuses have been established by the Compensation Committee and are set forth below. EBITDA (as defined in the respective employment agreements) is calculated before including Bonuses as an expense and one-time non-recurring costs for initiatives approved by the Board. The performance criteria, bonus targets and bonus percentages may be adjusted in the sole discretion of the Compensation Committee to take account of extraordinary or special items, and the Compensation Committee also specifically reserved the right to modify the performance criteria, bonus targets and bonus percentages in the exercise of its negative discretion to take account of investment banking, accounting and legal fees incurred in connection with recapitalization and strategic transactions and unforeseen market and general economic conditions. To the extent that EBITDA exceeds the minimum EBITDA target amount but falls between two EBITDA target amounts, the amount of the Additional Performance Bonus shall be determined by the Compensation Committee through linear interpolation. Maximum Maximum Bonus Bonus Name Title 2025 Salary (%) ($) Stephen G. Berman CEO $1,850,000 300% $ 5,550,000 John L. Kimble CFO $608,326 200% $ 1,216,653 EBITDA TARGET More Than $ 59,959,194 $69,959,194 $ 79,959,194 $ 89,959,194 Less Than $ 69,959,194 $79,959,194 $ 89,959,194 BONUS PERCENTAGE OF 2025 SALARY CEO 25% 100% 200% 300 % CFO 25% 100% 150% 200 %
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events. On February 20, 2025, we issued a press release announcing that our Board of Directors declared a quarterly cash dividend of $0.25 per common share. The dividend will be payable on March 31, 2025 to shareholders of record at the close of business on March 3, 2025. A copy of such release is annexed hereto as Exhibit 99.1.
Filed exhibits (1)
EX-99.1 (by filename) jakkex99-1.htm

EX-99.1 4 jakkex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JAKKS PACIFIC REPORTS FOURTH QUARTER AND FULL-YEAR 2024 FINANCIAL RESULTS Board of Directors approves initiation of quarterly cash dividend program Santa Monica, California, February 20, 2025 - JAKKS Pacific, Inc. (Nasdaq: JAKK) today reported financial results for the fourth quarter and fiscal year ended December 31, 2024. Fourth Quarter 2024 Net sales were $130.7 million, a year-over-year increase of 3% Toys/Consumer Products net sales were $118.2 million, a year-over-year decrease of 1% Costumes net sales were $12.5 million, a year-over-year increase of 46% Gross margin of 27.2%, up 70 basis points vs. Q4 2023 Gross profit of $35.6 million, up 5% compared to $33.7 million in Q4 2023 Operating loss of $14.7 million in Q4 2024, an improvement of $0.6 million vs. a loss of $15.3 million in Q4 2023 Net loss attributable to common stockholders of $9.1 million or $0.83 per diluted share, compared to net loss attributable to common stockholders of $11.3 million or $1.12 per diluted share in Q4 2023 Adjusted net loss attributable to common stockholders (a non-GAAP measure) of $7.4 mi…

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