Angel Studios Q3 2026 net loss narrows to $5.15M

The completed deals covered rights to Tuttle Twins and Wingfeather Saga; a separate Homestead-related merger remained subject to customary closing conditions.

Available on EDGAR 11/10/2026 - 04:43 PM EST Accepted by SEC EDGAR 11/10/2026 - 04:43 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Angel Studios, Inc. (ANGX) reported revenue of $159,015,551 for the three months ended September 30, 2026, compared with $76,542,482 a year earlier. Operating loss was $10,349,912 versus $37,977,884, and net loss was $5,153,933 versus $38,498,571. For the first nine months, revenue was $385,826,547 versus $211,624,538, and net loss was $42,704,015 versus $91,535,374.

Operating cash flow was $29,116,725 provided in the first nine months, compared with $52,455,381 used a year earlier. Angel Guild had approximately 2.94 million paying members as of September 30, 2026, and cash and cash equivalents were $45,561,046. Management expects existing capital resources to be sufficient for operating requirements for at least the next twelve months.

The company completed acquisitions of Tuttle Twins Show, LLC and Toothy Cow Productions, LLC, with total acquisition values of $30,225,725 and $27,530,367, respectively. Both owned rights to series Angel Studios already distributed. The proposed acquisition of Black Autumn Show, Inc., which owns the Homestead film and series, remained subject to customary closing conditions and had not closed as of the report.

3 points · 0 major

PositiveiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 0 points

How the balance works

Positive

• Moderate pointThird-quarter revenue reached $159,015,551, versus $76,542,482 in 2025.
• Moderate pointNine-month net loss declined to $42,704,015 from $91,535,374.
• Moderate pointNine-month operating cash flow was $29,116,725 provided, versus $52,455,381 used in 2025.

Negative

• None.

Filing Explained

Completed acquisitions have issued Class A shares, reducing existing holders’ percentage ownership; the separate Homestead deal remains pending and includes share consideration.

This Form 10-Q reports that Angel Studios completed its Tuttle Twins and Toothy Cow acquisitions and issued Class A shares to the former owners, increasing the share count and reducing existing holders’ percentage ownership absent offsetting changes.

The closing issuances were 4,200,695 shares for Tuttle Twins and 5,232,230 for Toothy Cow. Of Toothy Cow’s shares, 4,113,872 were included as non-contingent stock consideration; another 1,118,358 are subject to forfeiture if specified performance or service conditions are unmet, including 997,353 classified as contingent acquisition consideration and 121,005 as post-combination compensation.

Separately, the April 2026 offering sold 16,445,000 Class A shares at $2.10 per share; the company reports net proceeds of approximately $32.5 million.

The proposed Black Autumn acquisition remained unclosed as of the report date; if completed, its stated consideration includes Class A shares calculated using a $6.13-per-share divisor, plus each holder’s pro rata share of Homestead Royalty Shares.

Key Figures

Revenue: $159,015,551 Revenue: $385,826,547 Net loss: $42,704,015 +5 more

8 metrics

Revenue $159,015,551 Three months ended September 30, 2026; $76,542,482 in 2025

Revenue $385,826,547 Nine months ended September 30, 2026; $211,624,538 in 2025

Net loss $42,704,015 Nine months ended September 30, 2026; $91,535,374 in 2025

Operating cash flow $29,116,725 provided Nine months ended September 30, 2026; $52,455,381 used in 2025

Cash and cash equivalents $45,561,046 As of September 30, 2026

Paying Angel Guild members Approximately 2.94 million As of September 30, 2026

Total acquisition value $30,225,725 Tuttle Twins Show, LLC acquisition

Total acquisition value $27,530,367 Toothy Cow Productions, LLC acquisition

Key Terms

Adjusted EBITDA, reverse recapitalization, paid-in-kind interest, contingent consideration, +1 more

5 terms

Adjusted EBITDA financial

"Adjusted EBITDA, a non-GAAP measure used by management"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

reverse recapitalization financial

"accounted for as a reverse recapitalization"

A reverse recapitalization is a way for a privately held company to become publicly traded by taking control of an existing public company and swapping ownership rather than going through a traditional public offering. For investors it matters because it can quickly change who controls a company and reshape its share structure and value — like a homeowner swapping houses and keys rather than building a new one — so it can create sudden shifts in stock supply, dilution and market expectations.

paid-in-kind interest financial

"Paid-in-kind interest"

Paid-in-kind interest is interest on a loan or bond that is paid by issuing more debt or additional securities instead of cash, so the borrower adds the unpaid interest to the principal balance. For investors, it matters because it preserves the borrower’s cash now but increases the total debt or dilutes ownership later—like taking a ballooning credit card balance instead of paying the bill—and can raise risk of higher leverage and reduced cash returns.

contingent consideration financial

"Fair value of contingent consideration"

Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.

Minimum Royalty Guarantees financial

"Minimum Royalty Guarantees do not involve a guarantee"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What revenue and net loss did ANGX report for Q3 2026?

Angel Studios reported revenue of $159,015,551 and net loss of $5,153,933 for the three months ended September 30, 2026. The comparable 2025 figures were revenue of $76,542,482 and net loss of $38,498,571.

How did ANGX operating cash flow compare in the first nine months?

Angel Studios provided $29,116,725 of operating cash in the nine months ended September 30, 2026, versus $52,455,381 used in the same 2025 period.

What are the terms of ANGX's pending Homestead merger?

The proposed merger would provide Black Autumn Show, Inc. stockholders Class A Common Stock based on the merger consideration divided by $6.13, plus their pro rata share of Homestead Royalty Shares. Completion is subject to customary closing conditions, and the merger had not closed as of the report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

☒          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026

OR

☐          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ______

Commission File Number 001-41150

ANGEL STUDIOS, INC.

(Exact name of registrant as specified in its charter)

Delaware	​ ​ ​	86-3483780
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
295 W Center St., Provo, UT		84601
(Address of principal executive offices)		(Zip Code)

​

(760) 933-8437

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

​	​	​	​	​
Title of each class	​	Trading Symbol(s)	​	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	​	ANGX	​	New York Stock Exchange

​

​

​

​

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares outstanding of the registrant’s

classes of common stock, as of November 6, 2026:

Class A Common Stock: 140,162,784 shares

Class B Common Stock: 56,343,618 shares

​

​

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Table of Contents

ANGEL STUDIOS, INC.

FORM 10-Q

September 30, 2026

​	​		​
PART I – FINANCIAL INFORMATION			​
​	​		​
Item 1.	Financial Statements		3
​	​		​
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		25
​	​		​
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		36
​	​		​
Item 4.	Controls and Procedures		36
​	​		​
PART II – OTHER INFORMATION			​
​	​		​
Item 1.	Legal Proceedings		38
​	​		​
Item 1A.	Risk Factors		38
​	​		​
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		38
​	​		​
Item 3.	Defaults Upon Senior Securities		38
​	​		​
Item 4.	Mine Safety Disclosures		38
​	​		​
Item 5.	Other Information		38
​	​		​
Item 6.	Exhibits		39
​	​		​
SIGNATURES		​	40

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2

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

ANGEL STUDIOS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

​	​	​	​	​	​	​
​	​ ​ ​	As of
​	​ ​ ​	September 30, 2026		​ ​ ​	December 31, 2025
Assets	​	​	​	​	​	​
Current assets:		​	​		​	​
Cash and cash equivalents	​	$	45,561,046	​	$	44,083,233
Accounts receivable, net	​		38,475,784	​		51,122,866
Current portion of licensing receivables, net	​		9,249,756	​		9,695,562
Royalty advance	​	​	24,433,428	​	​	13,827,626
Prepaid expenses and other	​		17,623,119	​		16,148,668
Total current assets	​		135,343,133	​		134,877,955
​	​	​	​	​	​	​
Licensing receivables, net	​		7,021,321	​		2,579,252
Digital assets	​		25,408,776	​		26,527,560
Investments in affiliates	​		44,301,052	​		46,014,881
Content, net	​		29,067,311	​		6,272,925
Capitalized software, net	​	​	15,382,561	​	​	13,308,247
Operating lease right-of-use assets	​		3,440,003	​		3,240,021
Intangible assets, net	​		6,459,332	​		3,850,035
Goodwill	​	​	31,520,390	​	​	—
Other long-term assets	​		18,099,282	​		4,740,687
Total assets	​	$	316,043,161	​	$	241,411,563
​	​	​	​	​	​	​
Liabilities and Stockholders’ Equity	​		​	​		​
​	​	​	​	​	​	​
Current liabilities:	​		​	​		​
Accounts payable	​	$	40,713,563	​	$	39,960,272
Accrued expenses	​		13,628,794	​		24,487,884
Current portion of accrued licensing royalties	​		49,816,254	​		31,257,950
Current portion of notes payable	​		18,071,492	​		55,473,665
Current portion of operating lease liabilities	​		1,353,921	​		1,284,747
Deferred revenue	​		98,518,187	​		66,534,622
Total current liabilities	​		222,102,211	​		218,999,140
​	​	​	​	​	​	​
Accrued licensing royalties, long-term	​		15,291,906	​		4,441,758
Notes payable, net of current portion	​	​	57,385,059	​	​	41,692,404
Operating lease liabilities, net of current portion	​		2,197,800	​		2,058,585
Other long-term liabilities	​	​	8,938,819	​	​	—
Total liabilities	​	$	305,915,795	​	$	267,191,887
​	​	​	​	​	​	​
Commitments and contingencies (Note 6)	​		​	​		​
​	​	​	​	​	​	​
Stockholders’ equity:	​		​	​		​
Common stock, $0.0001 par value, 700,000,000 shares authorized; 196,323,468 and 169,095,572 shares issued and outstanding as of September 30, 2026, and December 31, 2025, respectively	​	$	19,632	​	$	16,909
Additional paid-in capital	​		294,582,485	​		210,079,998
Noncontrolling interests	​		(193,790)	​		5,653,837
Accumulated deficit	​		(284,280,961)	​		(241,531,068)
Total stockholders’ equity	​		10,127,366	​		(25,780,324)
Total liabilities and stockholders’ equity	​	$	316,043,161	​	$	241,411,563

​

See accompanying notes to the condensed consolidated financial statements

​

3

Table of Contents

ANGEL STUDIOS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

​

Nine Months Ended September 30,

​

2026

​ ​ ​

2025

​

​

2026

​ ​ ​

2025

Revenues

$

159,015,551

​

$

76,542,482

​

​

$

385,826,547

​

$

211,624,538

Operating expenses:

​

​

​

​

​

​

​

​

Cost of revenues

59,016,013

​

34,333,955

​

​

154,767,858

​

81,100,542

Selling and marketing

92,104,919

​

64,683,558

​

​

209,843,261

​

176,719,216

General and administrative

12,885,778

​

10,125,018

​

​

36,540,160

​

27,330,996

Research and development

4,682,302

​

4,102,827

​

​

12,767,131

​

10,992,023

Legal expense

676,451

​

1,275,008

​

​

3,435,604

​

8,375,505

Total operating expenses

169,365,463

​

114,520,366

​

​

417,354,014

​

304,518,282

Operating loss

(10,349,912)

​

(37,977,884)

​

​

(31,527,467)

​

(92,893,744)

​

​

​

​

​

​

​

​

​

​

​

​

​

Other income (expense):

​

​

​

​

​

​

​

​

Net gain (loss) on digital assets

​

7,588,558

​

​

2,071,977

​

​

​

(1,191,740)

​

​

6,225,200

Interest expense

(4,279,857)

​

(3,978,212)

​

​

(13,406,872)

​

(8,285,269)

Interest and other income

797,730

​

1,510,548

​

​

2,050,912

​

4,043,439

Other income (expense)

​

974,309

​

​

(125,000)

​

​

​

1,255,913

​

​

(625,000)

Total other income (expense), net

5,080,740

​

(520,687)

​

​

(11,291,787)

​

1,358,370

Loss before income tax benefit

(5,269,172)

​

(38,498,571)

​

​

(42,819,254)

​

(91,535,374)

Income tax benefit

(115,239)

​

—

​

​

(115,239)

​

—

Net loss

$

(5,153,933)

​

$

(38,498,571)

​

​

$

(42,704,015)

​

$

(91,535,374)

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss) attributable to noncontrolling interests

(1,642)

​

(57,596)

​

​

45,878

​

(20,939)

Net loss attributable to controlling interests

$

(5,152,291)

​

$

(38,440,975)

​

​

$

(42,749,893)

​

$

(91,514,435)

​

​

​

​

​

​

​

​

​

​

​

​

​

Net loss per common share - basic

$

(0.027)

​

$

(0.245)

​

​

$

(0.236)

​

$

(0.607)

Net loss per common share - diluted

$

(0.027)

​

$

(0.245)

​

​

$

(0.236)

​

$

(0.607)

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average common shares outstanding - basic

189,346,763

​

156,797,109

​

​

181,059,398

​

150,657,671

Weighted average common shares outstanding - diluted

189,346,763

​

156,797,109

​

​

181,059,398

​

150,657,671

​

See accompanying notes to the condensed consolidated financial statements

​

​

4

Table of Contents

ANGEL STUDIOS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common Stock

​

Additional

​

​

​

​

​

​

​

Class A

​

Class B

​

Paid-in

​

Accumulated

​

Noncontrolling

​

Total

​

​ ​ ​

Shares

​ ​ ​

Amount

​ ​ ​

Shares

​ ​ ​

Amount

​ ​ ​

Capital

​ ​ ​

Deficit

​ ​ ​

Interests

​ ​ ​

Equity

Balance as of June 30, 2026

​

129,851,008

​

$

12,985

​

56,653,206

​

$

5,665

​

$

249,962,975

​

$

(279,128,670)

​

$

(182,367)

​

$

(29,329,412)

Stock options exercised

-

​

​

-

​

341,598

​

​

34

​

​

398,481

​

​

-

​

​

-

​

​

398,515

Vesting of restricted stock units

​

180,267

​

​

18

​

-

​

​

-

​

​

(18)

​

​

-

​

​

-

​

​

-

Issuance of common stock, net of fees

9,455,810

​

​

946

​

-

​

​

-

​

​

40,626,319

​

​

-

​

​

-

​

​

40,627,265

Transfer of common stock

387,856

​

​

39

​

(387,856)

​

​

(39)

​

​

-

​

​

-

​

​

-

​

​

-

Repurchase of common stock

(58,040)

​

​

(6)

​

(100,381)

​

​

(10)

​

​

(672,230)

​

​

-

​

​

-

​

​

(672,246)

Stock-based compensation expense

-

​

​

-

​

-

​

​

-

​

​

4,266,958

​

​

-

​

​

-

​

​

4,266,958

Redemptions from noncontrolling interests

​

-

​

​

-

​

-

​

​

-

​

​

-

​

​

-

​

​

(9,781)

​

​

(9,781)

Net loss

-

​

​

-

​

-

​

​

-

​

​

-

​

​

(5,152,291)

​

​

(1,642)

​

​

(5,153,933)

Balance as of September 30, 2026

139,816,901

​

$

13,982

​

56,506,567

​

$

5,650

​

$

294,582,485

​

$

(284,280,961)

​

$

(193,790)

​

$

10,127,366

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance as of June 30, 2025

83,987,516

​

$

8,399

​

68,503,307

​

$

6,850

​

$

140,142,630

​

$

(124,125,886)

​

$

4,842,372

​

$

20,874,365

Stock options exercised

-

​

​

-

​

309,342

​

​

31

​

​

117,346

​

​

-

​

​

-

​

​

117,377

Issuance of common stock, net of fees

7,927,690

​

​

793

​

-

​

​

-

​

​

64,035,686

​

​

-

​

​

-

​

​

64,036,479

Transfer of common stock

​

9,798,068

​

​

980

​

(9,798,068)

​

​

(980)

​

​

-

​

​

-

​

​

-

​

​

-

Repurchase of common stock

​

-

​

​

-

​

(7,571)

​

​

(1)

​

​

-

​

​

-

​

​

-

​

​

(1)

Southport Merger related issuances and expenses

​

6,937,923

​

​

694

​

-

​

​

-

​

​

(10,262,317)

​

​

-

​

​

-

​

​

(10,261,623)

Conversion of convertible notes upon Southport Merger

​

973,002

​

​

97

​

-

​

​

-

​

​

7,092,042

​

​

-

​

​

-

​

​

7,092,139

Stock-based compensation expense

-

​

​

-

​

-

​

​

-

​

​

3,021,608

​

​

-

​

​

-

​

​

3,021,608

Convertible note beneficial conversion feature

​

-

​

​

-

​

-

​

​

-

​

​

810,891

​

​

-

​

​

-

​

​

810,891

Issuance of warrants

​

-

​

​

-

​

-

​

​

-

​

​

2,310,223

​

​

-

​

​

-

​

​

2,310,223

Contributions from noncontrolling interests, net of fees

​

-

​

​

-

​

-

​

​

-

​

​

-

​

​

-

​

​

4,863,889

​

​

4,863,889

Redemptions from noncontrolling interests

​

-

​

​

-

​

-

​

​

-

​

​

-

​

​

-

​

​

(4,003,060)

​

​

(4,003,060)

Net loss

-

​

​

-

​

-

​

​

-

​

​

-

​

​

(38,440,975)

​

​

(57,596)

​

​

(38,498,571)

Balance as of September 30, 2025

​

109,624,199

​

$

10,963

​

59,007,010

​

$

5,900

​

$

207,268,109

​

$

(162,566,861)

​

$

5,645,605

​

$

50,363,716

​

​

See accompanying notes to the condensed consolidated financial statements

​

5

Table of Contents

ANGEL STUDIOS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common Stock

​

Additional

​

​

​

​

​

​

​

Class A

​

Class B

​

Paid-in

​

Accumulated

​

Noncontrolling

​

Total

​

​ ​ ​

Shares

​ ​ ​

Amount

​ ​ ​

Shares

​ ​ ​

Amount

​ ​ ​

Capital

​ ​ ​

Deficit

​ ​ ​

Interests

​ ​ ​

Equity

Balance as of December 31, 2025

​

111,928,549

​

$

11,192

​

57,167,023

​

$

5,717

​

$

210,079,998

​

$

(241,531,068)

​

$

5,653,837

​

$

(25,780,324)

Stock options exercised

-

​

​

-

​

1,480,574

​

​

148

​

​

1,691,843

​

​

-

​

​

-

​

​

1,691,991

Vesting of restricted stock units

​

330,743

​

​

33

​

-

​

​

-

​

​

(33)

​

​

-

​

​

-

​

​

-

Issuance of common stock, net of fees

25,900,810

​

​

2,590

​

-

​

​

-

​

​

73,134,787

​

​

-

​

​

-

​

​

73,137,377

Transfer of common stock

1,755,587

​

​

176

​

(1,755,587)

​

​

(176)

​

​

-

​

​

-

​

​

-

​

​

-

Repurchase of common stock

(98,788)

​

​

(9)

​

(385,443)

​

​

(39)

​

​

(1,832,772)

​

​

-

​

​

-

​

​

(1,832,820)

Stock-based compensation expense

-

​

​

-

​

-

​

​

-

​

​

11,280,813

​

​

-

​

​

-

​

​

11,280,813

Issuance of warrants

​

-

​

​

-

​

-

​

​

-

​

​

227,849

​

​

-

​

​

-

​

​

227,849

Redemptions from noncontrolling interests

​

-

​

​

-

​

-

​

​

-

​

​

-

​

​

-

​

​

(5,893,505)

​

​

(5,893,505)

Net income (loss)

-

​

​

-

​

-

​

​

-

​

​

-

​

​

(42,749,893)

​

​

45,878

​

​

(42,704,015)

Balance as of September 30, 2026

139,816,901

​

$

13,982

​

56,506,567

​

$

5,650

​

$

294,582,485

​

$

(284,280,961)

​

$

(193,790)

​

$

10,127,366

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance as of December 31, 2024

76,089,361

​

$

7,609

​

68,307,491

​

$

6,831

​

$

95,485,005

​

$

(87,014,444)

​

$

8,222,953

​

$

16,707,954

Stock options exercised

-

​

​

-

​

593,901

​

​

59

​

​

308,026

​

​

-

​

​

-

​

​

308,085

Issuance of common stock, net of fees

15,759,119

​

​

1,576

​

-

​

​

-

​

​

102,538,597

​

​

-

​

​

-

​

​

102,540,173

Transfer of common stock

​

9,864,890

​

​

987

​

(9,864,890)

​

​

(987)

​

​

-

​

​

-

​

​

-

​

​

-

Repurchase of common stock

​

(96)

​

​

-

​

(29,492)

​

​

(3)

​

​

(132,937)

​

​

-

​

​

-

​

​

(132,940)

Southport Merger related issuances and expenses

​

6,937,923

​

​

694

​

-

​

​

-

​

​

(10,262,317)

​

​

-

​

​

-

​

​

(10,261,623)

Conversion of convertible notes upon Southport Merger

​

973,002

​

​

97

​

-

​

​

-

​

​

7,092,042

​

​

-

​

​

-

​

​

7,092,139

Stock-based compensation expense

-

​

​

-

​

-

​

​

-

​

​

7,781,373

​

​

-

​

​

-

​

​

7,781,373

Convertible note beneficial conversion feature

​

-

​

​

-

​

-

​

​

-

​

​

1,925,229

​

​

-

​

​

-

​

​

1,925,229

Issuance of warrants

​

-

​

​

-

​

-

​

​

-

​

​

2,533,091

​

​

-

​

​

-

​

​

2,533,091

Digital assets market value adjustment

​

-

​

​

-

​

-

​

​

-

​

​

-

​

​

15,962,018

​

​

-

​

​

15,962,018

Contributions from noncontrolling interests, net of fees

​

-

​

​

-

​

-

​

​

-

​

​

-

​

​

-

​

​

13,196,651

​

​

13,196,651

Redemptions from noncontrolling interests

​

-

​

​

-

​

-

​

​

-

​

​

-

​

​

-

​

​

(15,753,060)

​

​

(15,753,060)

Net loss

-

​

​

-

​

-

​

​

-

​

​

-

​

​

(91,514,435)

​

​

(20,939)

​

​

(91,535,374)

Balance as of September 30, 2025

​

109,624,199

​

$

10,963

​

59,007,010

​

$

5,900

​

$

207,268,109

​

$

(162,566,861)

​

$

5,645,605

​

$

50,363,716

​

See accompanying notes to the condensed consolidated financial statements

​

​

6

Table of Contents

ANGEL STUDIOS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

​

​	​	​	​	​	​	​
​	​	Nine Months Ended September 30,
​	​ ​ ​	2026		​ ​ ​	2025
Cash flows from operating activities:	​	​	​	​	​	​
Net loss	​	$	(42,704,015)	​	$	(91,535,374)
Adjustments to reconcile net loss to net cash and cash equivalents provided by (used in) operating activities:	​	​	​	​	​	​
Depreciation and amortization		​	9,119,888	​	​	6,912,773
Additions to content	​	​	(1,058,831)	​	​	(320,963)
Amortization of content assets	​	​	1,747,445	​	​	797,318
Amortization of right-of-use assets	​	​	950,925	​	​	621,683
Stock-based compensation expense		​	11,280,813	​	​	7,781,373
Net loss (gain) on digital assets	​	​	1,191,740	​	​	(6,225,200)
Impairment of failed acquisition	​	​	—	​	​	625,000
Investments in affiliates gain		​	(1,137,500)	​	​	(128,674)
Non-cash interest expense	​	​	1,108,497	​	​	1,554,236
Paid-in-kind interest	​	​	6,307,858	​	​	4,237,129
Bad debt expense	​	​	65,935	​	​	—
Change in operating assets and liabilities:	​	​	​	​	​	​
Accounts receivable		​	12,583,147	​	​	(8,442,549)
Royalty advance	​	​	(10,605,802)	​	​	(1,268,738)
Prepaid expenses and other current assets		​	(1,387,311)	​	​	(2,514,521)
Licensing receivables		​	(3,996,263)	​	​	6,495,463
Other long-term assets		​	(2,179,772)	​	​	—
Accounts payable and accrued expenses		​	(12,295,830)	​	​	(8,763,371)
Accrued licensing royalties		​	29,408,452	​	​	9,857,638
Operating lease liabilities		​	(942,518)	​	​	(649,008)
Other long-term liabilities	​	​	(303,698)	​	​	—
Deferred revenue		​	31,963,565	​	​	28,510,404
Net cash and cash equivalents provided by (used in) operating activities	​	​	29,116,725	​	​	(52,455,381)
​	​	​	​	​	​	​
Cash flows from investing activities:	​	​	​	​	​	​
Purchases of property and equipment		​	(650,025)	​	​	(375,820)
Issuance of notes receivable		​	(741,260)	​	​	(986,387)
Collections of notes receivable		​	581,359	​	​	520,340
Advances to acquisition target		​	(9,325,876)	​	​	—
Business combinations, net of cash acquired	​	​	(5,777,463)	​	​	—
Sale of digital assets	​	​	—	​	​	99,118
Purchase of intangible assets	​	​	—	​	​	(3,006,012)
Additions to internal-use software	​	​	(8,728,148)	​	​	(6,520,079)
Asset acquisition	​	​	—	​	​	(6,000,000)
Investments in affiliates		​	—	​	​	(5,511,002)
Return on investments in affiliates	​	​	142,051	​	​	—
Net cash and cash equivalents used in investing activities		​	(24,499,362)	​	​	(21,779,842)
​	​	​	​	​	​	​
Cash flows from financing activities:	​	​	​	​	​	​
Repayment of notes payable		​	(68,723,024)	​	​	(63,450,746)
Repayment of loan guarantee	​	​	—	​	​	(10,175,490)
Receipt of notes payable		​	40,000,000	​	​	106,166,018
Repayment of accrued settlement costs	​	​	—	​	​	(207,563)
Exercise of stock options		​	1,691,991	​	​	308,085
Issuance of common stock		​	34,627,541	​	​	102,787,036
Contribution of equity in noncontrolling interests	​	​	—	​	​	13,730,922
Redemption of equity in noncontrolling interests	​	​	(5,893,505)	​	​	(15,753,060)
Fees related to issuance of common stock and minority interest	​	​	(2,809,733)	​	​	(1,078,856)
Repurchase of common stock		​	(1,832,820)	​	​	(132,940)
Debt financing fees		​	(200,000)	​	​	(1,842,746)
Net cash and cash equivalents provided by (used in) financing activities		​	(3,139,550)	​	​	130,350,660
​	​	​	​	​	​	​
Net increase in cash and cash equivalents		​	1,477,813	​	​	56,115,437
Cash and cash equivalents at beginning of period		​	44,083,233	​	​	7,211,826
​	​	​	​	​	​	​
Cash and cash equivalents at end of period	​	$	45,561,046	​	$	63,327,263
​	​	​	​	​	​	​
Supplemental disclosure of cash flow information:	​	​	​	​	​	​
Cash paid for interest	​	$	9,685,399	​	$	7,513,015
Supplemental schedule of noncash financing activities:	​	​	​	​	​	​
Adoption of ASU No. 2023-08	​	$	—	​	$	15,962,018
Angel backstop liability	​	​	8,938,819	​	​	—
Conversion of debt	​	​	—	​	​	7,092,139
Issuance of warrants	​	​	227,849	​	​	2,533,091
Debt conversion feature	​	​	—	​	​	1,925,229
Investment capital receivable	​	​	—	​	​	297,722
Operating lease right-of-use assets and liabilities	​	​	1,150,907	​	​	145,980

​

See accompanying notes to the condensed consolidated financial statements

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Angel Studios, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The financial information presented in these unaudited financial statements is condensed and should be read in conjunction with the entity’s latest annual audited financial statements. Interim disclosures generally do not repeat those in the annual statements.

1.Description of Organization and Summary of Significant Accounting Policies

Organization

The company comprises Angel Studios, Inc., a Delaware corporation, and its subsidiaries and affiliates (collectively, the “Company”) (f/k/a Southport Acquisition Corporation or “Southport”). The Company’s mission is to share stories with the world that amplify light. This is done by aligning the Company’s interests with those of the creators and the audience and utilizing the wisdom of crowds to help guide decisions on the content that gets created.

Southport Merger

On September 10, 2025, the Company consummated the previously announced Southport Merger (as defined below) pursuant to that certain Agreement and Plan of Merger, dated as of September 11, 2024 (as amended, the “Merger Agreement”), by and among the Company, Sigma Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of the Company (“Merger Sub”), and Angel Studios Legacy, Inc. (f/k/a Angel Studios, Inc.), a Delaware corporation (“Angel Legacy”).

Pursuant to the terms of the Merger Agreement, a merger was effected in which Merger Sub merged with and into Angel Legacy, the separate corporate existence of Merger Sub ceased to exist and Angel Legacy survived as the surviving company and direct wholly-owned subsidiary of the Company (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Southport Merger”). On the Closing Date (as defined in the Merger Agreement), and prior to the Effective Time (as defined in the Merger Agreement), the Company changed its name from “Southport Acquisition Corporation” to “Angel Studios, Inc.” Angel Legacy subsequently merged up and into Angel Studios, Inc., with Angel Studios, Inc. as the surviving entity.

Notwithstanding the legal form of the Southport Merger pursuant to the Merger Agreement, the Southport Merger has been accounted for as a reverse recapitalization in accordance with United States generally accepted accounting principles (“GAAP”) because Angel Legacy is the operating company and has been determined to be the accounting acquirer, while Southport is a blank check company.

Under the reverse recapitalization model, the Southport Merger was treated as Angel Legacy issuing equity for the net assets of Southport, with no goodwill or intangible assets recorded.

While Southport was the legal acquirer in the Southport Merger, because Angel Legacy was deemed the accounting acquirer, the historical financial statements of Angel Legacy became the historical financial statements of the combined company upon the consummation of the Southport Merger. As a result, the condensed consolidated financial statements reflect (i) the historical operating results of Angel Legacy prior to the Southport Merger; (ii) the combined results of Southport and Angel Legacy following the closing of the Southport Merger; (iii) the assets and liabilities of Angel Legacy at their historical cost; and (iv) the Company’s equity structure for all periods presented.

In accordance with the applicable guidance, the equity structure within these quarterly financial statements has been retroactively restated in all comparative periods up to the closing date, to reflect the number of shares of the Company’s Common Stock (as defined below) issued to Angel Legacy common shareholders. As such, the shares and corresponding capital amounts and earnings per share related to Angel Legacy common stock prior to the Southport Merger have been retroactively restated as shares reflecting the exchange ratio established in the Southport Merger, which is 5.3504621, with all Angel Legacy Class A common stock and Class C common stock being converted to Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and all Angel Legacy Class B common stock and Class F common stock being converted to Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”).

Basis of Presentation

The condensed consolidated financial statements include the accounts of the Company. All significant intercompany balances and transactions have been eliminated in consolidation.

​

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The unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been reflected in these unaudited condensed consolidated financial statements. Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026. The balance sheet at December 31, 2025 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read together with the annual audited consolidated financial statements and related notes for the fiscal year ended December 31, 2025 included in the Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026.

As comprehensive income equals net income, separate statements of comprehensive income were not included in the accompanying condensed consolidated financial statements.

Reclassifications

Certain prior period balances have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and the accompanying notes.

​

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Estimates are based on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Regularly, the Company evaluates the assumptions, judgments, and estimates. Actual results may differ from these estimates.

​

Liquidity

The condensed consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern within one year from the date of issuance of these condensed consolidated financial statements. For the nine months ended September 30, 2026, the Company incurred a net loss of approximately $42.7 million and had cash provided by operating activities of approximately $29.1 million. The Company had an accumulated deficit of approximately $284.3 million as of September 30, 2026.

​

Management is working to increase revenues through the growth of Angel Guild memberships, the Company’s pipeline of theatrical releases during the final quarter of 2026 and additional streaming agreements. During the nine months ended September 30, 2026, the Company generated approximately $322.7 million in cash from Angel Guild paid memberships. The Company has historically financed marketing activities for theatrical releases through two primary methods: 1) Regulation A offerings that are tailored to raise money for the print and advertising costs (“P&A”) for specific theatrical releases and 2) P&A loan agreements with individual and institutional investors. During the nine months ended September 30, 2026, the Company raised $0.0 million from Regulation A offerings and received $20.0 million from P&A loans. During the year ended December 31, 2025, the Company raised $13.2 million from Regulation A offerings and received $84.0 million from P&A loans. During the nine months ended September 30, 2026, the Company paid $68.7 million for the repayments of P&A loans, including interest and paid $5.9 million as a redemption of shares for Regulation A investors, from the proceeds collected from the theatrical releases and other revenues earned. During the year ended December 31, 2025, the Company paid $43.5 million for the repayments of P&A loans, including interest and paid $15.8 million as a redemption of shares for Regulation A investors, from the proceeds collected from the theatrical releases and other revenues earned.

​

Additionally, the Company has raised capital through the sale of its Common Stock, generating $104.1 million of cash during the year ended December 31, 2025. The Company issued Common Stock for aggregate proceeds of $34.6 million during the nine months ended September 30, 2026. As the Company continues to grow, management expects that the existing capital resources, including cash, accounts receivables, licensing receivables, recurring revenues from its membership base, the ability to draw on its existing debt facility, and the ability to sell its digital assets if necessary, will be sufficient to meet the Company’s operating requirements for at least the next twelve months. While there is no assurance of success, management remains committed to its plans to grow revenues and manage expenses.

​

​

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Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to the Company’s significant accounting policies since the date of those financial statements, except as described below.

Goodwill

Goodwill represents the excess of the consideration transferred in a business combination, plus the acquisition-date fair value of any previously held equity interest in the acquiree, over the fair value of the identifiable net assets acquired. Goodwill is not amortized. The Company tests goodwill for impairment annually, and more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. The Company has determined that it operates as a single reporting unit. The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the Company concludes that it is, or elects to bypass the qualitative assessment, it compares the fair value of the reporting unit with its carrying amount and recognizes an impairment charge for the amount by which the carrying amount exceeds fair value, not to exceed the carrying amount of goodwill. No goodwill impairment was recognized during three and nine months ended September 30, 2026.

​

Intangible Assets

Intangible assets acquired in business combinations are recorded at their estimated fair values as of the acquisition date. Finite-lived intangible assets consist of acquired tradenames and technology assets and are amortized on a straight-line basis over their estimated useful lives. The Company evaluates finite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with its policy for long-lived assets.

​

Content

The Company capitalizes owned content, whether produced or acquired, as film costs in accordance with ASC 926-20, Entertainment-Films-Other Assets-Film Costs. Acquired content is initially recognized at its acquisition-date fair value. Owned content predominantly monetized through the Angel streaming platform is monetized as a film group, together with the Company’s other owned content monetized through the platform. The Company amortizes each film in the film group to cost of revenues based on its watch-time, whereby amortization each period is determined by the ratio of the film’s current-period watch-time to its estimated remaining total watch-time, applied to the film’s unamortized cost. Because this content is monetized as a group, the Company assesses it for impairment at the film-group level, reviewing the film group in aggregate when events or changes in circumstances indicate that the fair value of the film group may be less than its unamortized cost.

Certain owned content is predominantly monetized on its own rather than as part of the film group. The Company amortizes this content to cost of revenues using the individual-film-forecast-computation method, based on the ratio of the content’s current-period revenue to its estimated remaining ultimate revenue, and assesses it for impairment individually when events or changes in circumstances indicate that its fair value may be less than its unamortized cost.

Content is amortized over its estimated period of use, not to exceed ten years from the later of the content’s first release or, for acquired content, the acquisition date.

Guarantees of Third-Party Indebtedness

The Company guarantees repayment of certain third-party loans made to independent film production companies. At the inception of each guarantee, the Company recognizes a guarantee liability measured at fair value in accordance with ASC 460, Guarantees, using a probability-weighted present value of expected cash outflows (Level 3 under ASC 820, Fair Value Measurement). The offsetting debit is recorded in other long-term assets, representing the expected economic recovery through revenue generated from the distribution of the film (“Producer Royalty Rights”). The guarantee liability and other long-term assets are reduced pro-rata as Producer Royalty Rights are applied to the outstanding loan balance over the guarantee term, with no income statement impact as long as full recovery is projected. If a shortfall becomes probable and estimable, the Company recognizes guarantee expense for the net unrecoverable amount, writes off the other long-term assets, and recognizes a royalty recoverable asset for the estimated post-term royalty recovery under ASC 926-20, Entertainment-Films-Other Assets-Film Costs. See Note 6, Commitments and Contingencies, for further information.

​

Minimum Royalty Guarantees

The Company enters into agreements with certain filmmakers that guarantee minimum royalty payments over a specified term, regardless of the box office, streaming, or other performance of the underlying content (“Minimum Royalty Guarantees”).

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Unlike Guarantees of Third-Party Indebtedness discussed above, Minimum Royalty Guarantees do not involve a guarantee of a third party's indebtedness and are not accounted for under ASC 460, Guarantees. The Company recognizes royalty expense and a corresponding liability as royalties are earned under the applicable royalty formula, with cash payments reducing the liability. If the Company determines that royalties expected to be earned over the guarantee term will not be sufficient to satisfy the guaranteed minimum, the Company recognizes the estimated shortfall as expense, with a corresponding liability, in the period the shortfall becomes probable and estimable. See Note 6, Commitments and Contingencies, for further information regarding amounts outstanding under these arrangements.

​

Deferred Revenue

Deferred revenue represents payments received in advance of the Company fulfilling its performance obligations under various arrangements, including Angel Guild memberships, content licensing, theatrical ticket presales and other deferred revenue. The Company recognizes deferred revenue when cash is received before the related revenue recognition criteria are met, and such amounts are recognized as revenue when the related performance obligations are satisfied.

Angel Guild Memberships

Angel Guild membership fees, which include multiple membership options, are recorded as deferred revenue when received. As of September 30, 2026 and December 31, 2025, the Company had $97.8 million and $64.8 million, respectively, of deferred revenue related to Angel Guild memberships. These amounts are expected to be recognized as revenue over the membership period and within the next twelve months.

​

Other Deferred Revenue

As of September 30, 2026 and December 31, 2025, the Company had $0.7 million and $1.7 million, respectively, in deferred revenue from various other types of contractual arrangements. These amounts will be recognized as revenue when the performance obligations are satisfied, primarily within the next twelve months.

​

As of December 31, 2025, the Company had $66.5 million of total deferred revenue. Of this amount, $12.4 million and $60.1 million were recognized as revenue during the three and nine months ended September 30, 2026.

Revenue Recognition

The Company recognizes revenue when a customer obtains control of promised products or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these products or services. The Company applies the following five steps: 1) Identify the contract with the customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to performance obligations in the contract; and 5) Recognize revenue when or as the Company satisfies a performance obligation. The following components represent the most significant portions of revenue being recognized:

​

​	​	​	​	​	​	​	​	​	​	​	​
​	For the three months ended September 30,					​	For the nine months ended September 30,
​	2026		​ ​ ​	2025		​	2026		​ ​ ​	2025
Angel Guild	$	115,642,094	​	$	59,225,827	​	$	289,705,287	​	$	140,726,967
Theatrical	​	28,964,577	​	​	5,455,476	​	​	49,735,324	​	​	45,763,314
Content licensing		11,477,147	​		9,013,353	​		36,737,451	​		18,175,430
Other	​	2,931,733	​	​	2,847,826	​	​	9,648,485	​	​	6,958,827
Total Revenue	$	159,015,551		$	76,542,482	​	$	385,826,547		$	211,624,538

​

Angel Guild Revenue

The Angel Guild is a paid membership that gives certain benefits, such as early access to certain content and the ability to vote on future content. Premium memberships receive additional benefits, such as complimentary theatrical tickets and merchandise discounts. Members have the option to pay either on a monthly or annual basis. The payments for memberships are initially recorded as deferred revenue and allocated to three different performance obligations: 1) memberships – recognized on a straight-line basis over the membership period, 2) complimentary theatrical tickets – allocated only in periods of theatrical releases by the Company and recognized as tickets are redeemed during the month of membership and 3) merchandise – recognized as the benefit is used.

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Theatrical Release Revenue

Prior to the digital release of licensed content, the Company might provide the option to release content as part of a theatrical release. Revenue from these events is recognized at a point in time – when the theatrical showing takes place. The Company will negotiate the terms of the theatrical distribution window (ranging from a few weeks to a few months), profit sharing percentage, and collection terms with the theater owners prior to the release. Theatrical release revenue fluctuates depending on the timing and scale of theatrical showings.

​

Content Licensing Revenue

The Company’s content licensing arrangements include fixed fee and minimum guarantee arrangements, and sales or usage based royalties. The Company’s fixed fee or minimum guarantee licensing arrangements may, in some cases, include multiple titles, multiple license periods (windows), rights to exploitation in different media, or rights to exploitation in multiple territories, which may be considered distinct performance obligations. When these performance obligations are considered distinct, the fixed fee or minimum guarantee in the arrangement is allocated to the title, window, media right or territory as applicable, based on estimates of relative standalone selling prices. The amounts related to each performance obligation (i.e., title, window, media or territory) are recognized when the content has been delivered, and the window for the exploitation right in that territory has begun, which is the point in time at which the customer is able to begin to use and benefit from the content.

​

Sales or usage based royalties represent amounts due to the Company based on the “sale” or “usage” of its content by the customer, and revenues are recognized at the later of when the subsequent sale or usage occurs, or the performance obligation

to which some or all the sales or usage-based royalty has been allocated has been satisfied (or partially satisfied). Generally, when the Company licenses completed content (with standalone functionality, such as a movie, or television show), its performance obligation will be satisfied prior to the sale or usage. The actual amounts due to the Company under these arrangements are typically not reported to the Company until several months after the close of the reporting period. The Company records revenue under these arrangements for the amounts due and not yet reported to the Company based on estimates of the sales or usage of these customers and pursuant to the terms of the contracts. Such estimates are based on information from the Company’s customers, historical experience with similar titles in that market or territory, the performance of the title in other markets and/or available data in the industry. While the Company believes these estimates are reasonable estimates of the amounts due under these arrangements, such estimated amounts could differ from the actual amounts to be subsequently reported by the customer, which could be higher or lower than the Company’s estimates, and could result in an adjustment to revenues in future periods. Any adjustments booked during the three and nine months ended September 30, 2026 and 2025 have been immaterial.

​

For certain multi-year licensing arrangements, payments may be due over a longer period. When the Company expects the period between fulfillment of its performance obligation and the receipt of payment to be greater than a year, a significant financing component is present. In these cases, such payments are discounted to present value based on a discount rate reflective of a separate financing transaction between the customer and the Company, at contract inception. The Company does not assess contracts with deferred payments for significant financing components if, at contract inception, the Company expects the period between fulfillment of the performance obligation and subsequent payment to be one year or less.

​

Content licensing arrangements can last between several months and up to ten years. The typical period ranges around three years.

​

Other Revenue

Other revenue consists of merchandise, tickets to Dry Bar Comedy shows and other events, concession sales, general and administrative management fees and in-app advertising. Other revenue is recognized when shipment of the merchandise occurs, the services are performed or when the event takes place.

​

The Company's remaining performance obligations consist primarily of Angel Guild memberships, for which unrecognized amounts are reflected in deferred revenue above.

​

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The Company does not disclose revenue by geography as it is impracticable to do so. The Company’s business operations involve complex, interconnected revenue streams that are not easily attributable to specific geographic regions. Revenue is often generated through multi-region engagements, global contracts and shared operational resources, making geographic segmentation inaccurate or misleading. As a result, providing such information would not reflect the true nature of the Company’s business and could lead to misinterpretation.

Basic and Diluted Earnings (Loss) Per Share

Basic earnings (loss) per share attributable to the Company is computed by dividing income (loss) attributable to the Company by the weighted-average number of shares outstanding during the period. Diluted earnings (loss) per share attributable to the Company gives effect to all dilutive potential shares that are outstanding during the period (if any) and excludes stock options that are anti-dilutive as a result of any net losses during the period.

​

Segment Reporting

The Company operates as a single reportable segment. The Chief Operating Decision Maker (“CODM”), Neal Harmon, the Chief Executive Officer, evaluates the Company’s financial performance and allocates resources based on consolidated financial results. The Company does not manage its operations or prepare financial information on a disaggregated basis beyond the consolidated level for internal reporting purposes.

​

The CODM reviews consolidated operating results, primarily focusing on revenue, operating income (loss), and key expense categories to assess performance and make strategic decisions. The single reportable segment derives its revenue as described above, primarily from Angel Guild revenue, theatrical release revenue, content licensing, merchandise revenue and other revenue. Segment profit or loss is measured consistently with the consolidated operating income (loss) presented in the condensed consolidated statements of operations.

​

The significant expense categories regularly provided to the CODM as part of the consolidated financial review include cost of revenue, selling and marketing, research and development, legal and general and administrative expenses. The amounts for these categories are included in the condensed consolidated statements of operations. These expenses represent the primary financial measures used by the CODM to evaluate operational efficiency and resource needs. No other significant expense categories or performance metrics are regularly provided to the CODM on a disaggregated basis.

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

ASU 2025-12

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-12, Codification Improvements, which addresses stakeholder suggestions through technical corrections, clarifications, and minor improvements across various Codification Topics, applying to all entities within affected guidance. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-12.

ASU 2025-11

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.

ASU 2024-03

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which improves the disclosures about a public business entity’s expenses and addresses requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date or (2) retrospectively to any or all

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prior periods presented in the financial statements. The Company will review the guidance in ASU 2024-03 and will adopt disclosures as applicable in the fiscal year ending December 31, 2027.

​

Recently Adopted Accounting Pronouncements

​

ASU 2025-06

In September 2025, the FASB issued ASU 2025-06, which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. The ASU makes targeted improvements to ASC 350-40 but does not fully align the framework for accounting for internally developed software costs that are subject to ASC 350-40 with the framework applied to software to be sold or marketed externally that is subject to ASC 985-20. The ASU also does not amend the guidance on costs of software licenses that are within the scope of ASC 985-20. The amendments supersede the guidance on Web site development costs in ASC 350-50 and relocate that guidance, along with the recognition requirements for development costs specific to Web sites, to ASC 350-40. This ASU becomes effective for annual periods beginning in 2028, including interim periods, with early adoption permitted. The Company has adopted this standard with its annual period beginning on January 1, 2025 and applied it retrospectively. The adoption of this standard required the capitalization of software costs not previously capitalized under the old standard; therefore, it required an adjustment to the Company’s opening accumulated deficit balance as of January 1, 2025 to recognize the cumulative effect of initially applying the change in accounting principle to previous periods. The adjustment subsequently made was a decrease in the accumulated deficit for the year ended December 31, 2024 of $12.9 million. An adjustment to decrease the Company’s net loss was required for the three and nine months ended September 30, 2025 of $0.1 million and $0.2 million, respectively. The per-share impact for the three and nine months ended September 30, 2025 was $0.00 for both basic and diluted Net Loss per common share.

​

ASU 2025-05

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU provides all entities with a practical expedient that permits an entity to assume that conditions as of the balance sheet date do not change for the remaining life of current accounts receivable and current contract assets arising from transactions accounted for under ASC 606 when estimating expected credit losses. The Company adopted ASU 2025-05 on January 1, 2026 on a prospective basis. The Company did not elect the practical expedient and therefore the adoption did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.

​

2. Business Combinations

During the three months ended September 30, 2026, the Company completed two acquisitions, each accounted for as a business combination in accordance with ASC 805, Business Combinations. The Company has not presented supplemental pro forma financial information for these acquisitions. As substantially all of the acquired businesses' revenue was derived from the Company under pre-existing arrangements that are eliminated in consolidation, pro forma results would not differ materially from the Company's reported results.

Tuttle Twins Show, LLC

On August 20, 2026 (the “TTS Closing Date”), the Company completed its previously disclosed acquisition of 100% of the outstanding equity interests of Tuttle Twins Show, LLC (“TTS”) pursuant to the Amended and Restated Agreement and Plan of Merger, dated June 29, 2026 (as amended, the “TTS Merger Agreement”), by and among the Company, Angel Tuttle Merger Sub, LLC, TTS, which owns the rights to the Tuttle Twins series and for which the Company is the distributor under an existing agreement, and Daniel Harmon, as the Unitholder Representative. Prior to the TTS Closing Date, TTS was a related party to the Company, and the Company had an existing distribution and production-funding relationship with TTS (see Note 8, Related-Party Transactions).

At closing, the Company issued 4,200,695 shares of Class A Common Stock to the former equity holders of TTS. The fair value of these shares of $18.4 million was determined using the closing price of the Company’s Class A Common Stock on the TTS Closing Date of $4.37 per share.

14

Table of Contents

Total consideration transferred at the TTS Closing Date consisted of the following:

​

​	​	​	​	​
Cash consideration	​	​	$	6,214,806
Class A Common Stock	​	​	​	18,357,037
Total consideration transferred	​	​	$	24,571,843
Value of previously held ownership interest	​	​	​	2,709,278
Settlement of preexisting financial relationship	​	​	​	2,944,604
Total acquisition value	​	​	$	30,225,725

​

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the identifiable assets acquired and liabilities assumed as of the TTS Closing Date:

​

​	​	​	​	​
Assets acquired and liabilities assumed	​	​	​	​
Cash and cash equivalents acquired	​	​	$	372,276
Digital assets	​	​	​	72,956
Other assets	​	​	​	3,781
Content library	​	​	​	12,837,000
Tradename	​	​	​	1,796,000
Liabilities assumed	​	​	​	(1,029,521)
Total identifiable net assets acquired	​	​	$	14,052,492
​	​	​	​	​
Goodwill	​	​	​	16,173,233
Total acquisition value	​	​	$	30,225,725

​

In connection with the TTS acquisition, the Company recognized a deferred tax liability of $0.3 million. Because this deferred tax liability provides a source of future taxable income supporting the realization of certain of the Company’s existing deferred tax assets, the Company released $0.3 million of its valuation allowance, which was recognized as an income tax benefit during the three months ended September 30, 2026, separately from the acquisition accounting.

Goodwill recognized in the TTS acquisition is primarily attributable to expected synergies from integrating TTS’s content and production operations with the Company’s existing distribution platform, and assembled workforce, neither of which qualifies for separate recognition as an intangible asset, and is not expected to be deductible for tax purposes. The Company incurred approximately $0.6 million of acquisition-related costs, which were expensed as incurred and are included in general and administrative expenses in the condensed consolidated statements of operations. Additionally, the Company incurred approximately $0.4 million of costs related to the issuance of Class A Common Stock in connection with the acquisition, which were recognized as a reduction of additional paid-in capital. The Company has not finalized its valuation of the assets acquired and liabilities assumed, and the allocation above is preliminary and subject to revision during the measurement period, which will not extend beyond one year from the TTS Closing Date.

Toothy Cow Productions, LLC

On September 17, 2026 (the “TCP Closing Date”), the Company completed its previously disclosed acquisition of 100% of the outstanding equity interests of Toothy Cow Productions, LLC (“TCP”), which owns the rights to the Wingfeather Saga series and for which the Company is the distributor under an existing agreement, pursuant to the Amended and Restated Agreement and Plan of Merger, dated June 29, 2026 (as amended, the “TCP Merger Agreement”), by and among the Company, Angel TCP Merger Sub, TCP, and Shining Isle Productions, as Unitholder Representative.

At closing, the Company issued 5,232,230 shares of Class A Common Stock to the former equity holders of TCP. Of these shares, 4,113,872 shares are included in consideration transferred at a fair value of $20.2 million, determined using the closing price of the Company’s Class A Common Stock on the TCP Closing Date of $4.90 per share. The remaining 1,118,358 shares are subject to forfeiture if specified performance or service conditions are not met. Of these, 997,353 shares are accounted for as equity-classified contingent consideration with an acquisition-date fair value of $2.8 million, which will not be remeasured, and 121,005 shares are accounted for as post-combination compensation with an acquisition-date fair value of $0.6 million.

15

Table of Contents

Total consideration transferred at the TCP Closing Date consisted of the following:

​

​	​	​	​	​
Common stock issued to former owners	​	​	$	20,157,973
Settlement of preexisting financial relationship	​	​	​	4,568,394
Total non-contingent stock consideration	​	​	$	24,726,367
Fair value of contingent consideration	​	​	​	2,804,000
Total acquisition value	​	​	$	27,530,367

​

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the identifiable assets acquired and liabilities assumed as of the TCP Closing Date:

​

​	​	​	​	​
Assets acquired and liabilities assumed	​	​	​	​
Cash and cash equivalents acquired	​	​	$	65,067
Other assets	​	​	​	65,352
Intangible technology asset	​	​	​	938,000
Content library	​	​	​	10,646,000
Tradename	​	​	​	1,978,000
Liabilities assumed	​	​	​	(1,509,209)
Total identifiable net assets acquired	​	​	$	12,183,210
​	​	​	​	​
Goodwill	​	​	​	15,347,157
Total acquisition value	​	​	$	27,530,367

​

In connection with the TCP acquisition, the Company recognized a deferred tax asset for the difference between the acquisition-date fair values and the tax bases of the assets acquired and liabilities assumed, primarily related to capitalized production costs. Based on its assessment of the realizability of these deferred tax assets, which considered the Company’s history of cumulative losses, the Company recorded a full valuation allowance against the acquired net deferred tax assets as of the TCP Closing Date. As a result, no net deferred tax asset is included in the preliminary purchase price allocation.

Goodwill recognized in the TCP acquisition is primarily attributable to expected synergies from integrating TCP’s content and production operations with the Company’s existing distribution platform, and assembled workforce, neither of which qualifies for separate recognition as an intangible asset, and is not expected to be deductible for tax purposes. The Company incurred approximately $0.5 million of acquisition-related costs, which were expensed as incurred and are included in general and administrative expenses in the condensed consolidated statements of operations. Additionally, the Company incurred approximately $0.4 million of costs related to the issuance of Class A Common Stock in connection with the acquisition, which were recognized as a reduction of additional paid-in capital. The Company has not finalized its valuation of the assets acquired and liabilities assumed, and the allocation above is preliminary and subject to revision during the measurement period, which will not extend beyond one year from the TCP Closing Date.

Pending Acquisition — Homestead

On November 14, 2025, the Company entered into an Agreement and Plan of Merger (the “Black Autumn Merger Agreement”), by and among the Company, Black Autumn Show, Inc. (“Black Autumn”), which owns the rights to the Homestead film and series and for which the Company is the distributor under an existing agreement, Angel Black Autumn Merger Sub and Matthew Peterson. If completed, Black Autumn stockholders will receive, at the effective time of the merger, the following consideration will be payable: at the effective time, each holder of issued and outstanding shares of Black Autumn Stock will be entitled to receive (a) that number of shares of the Company’s Class A Common Stock equal to (i)(A) the Homestead Per Share Merger Consideration multiplied by (B) the number of shares of Black Autumn Common Stock, par value $0.00001 per share, Black Autumn Series A-1 Preferred Stock, par value $0.00001 per share, Black Autumn Series ACF Preferred Stock, par value $0.00001 per share and Black Autumn Series Seed Preferred Stock, par value $0.00001 per share, held by such holder as of immediately prior to the effective time, divided by (ii) $6.13, plus (b) such holder’s Homestead Pro Rata Share of the Homestead Royalty Shares. Capitalized terms in the foregoing not defined herein shall have the terms assigned to them in the Black Autumn Merger Agreement, filed as Exhibit 2.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026. Completion is subject to customary closing

16

Table of Contents

conditions. As of the date of this report, the merger has not closed. A member of the Company’s board of directors is an executive producer and board member of Black Autumn (see Note 8, Related-Party Transactions).

​

3. Content

Content consists of owned film and episodic content produced or acquired by the Company and accounted for as film costs under ASC 926-20, Entertainment-Films-Other Assets-Film Costs. Owned content predominantly monetized through the Angel streaming platform is monetized as a film group, while certain owned content is predominantly monetized on its own.

​

The Company amortizes content monetized as a film group to cost of revenues based on watch-time, and amortizes content monetized on its own to cost of revenues using the individual-film-forecast-computation method. Content monetized as a film group is assessed for impairment at the film-group level, and content monetized on its own is assessed for impairment individually, in each case when events or changes in circumstances indicate that the fair value may be less than the unamortized cost.

​

Content consisted of the following:

​

​	​	​	​	​	​	​	​	​	​	​	​
​	September 30, 2026					​	December 31, 2025
​	Monetized with other films		​	Monetized on its own		​	Monetized with other films		​	Monetized on its own
Released, less amortization	$	15,946,572	​	$	4,858,569	​	$	—	​	$	6,272,925
Completed and not released	​	5,345,120	​	​	—	​	​	—	​	​	—
In production		2,883,521	​		—	​		—	​		—
In development	​	33,529	​	​	—	​	​	—	​	​	—
Content, net	$	24,208,742		$	4,858,569	​	$	—		$	6,272,925

​

The following table summarizes the amortization of content:

​

​	​	​	​	​	​	​	​	​	​	​	​
​	For the three months ended September 30,					​	For the nine months ended September 30,
​	2026		​ ​ ​	2025		​	2026		​ ​ ​	2025
Content monetized with other films	$	126,804	​	$	—	​	$	126,804	​	$	—
Content monetized on its own	​	541,910	​	​	678,027	​	​	1,620,641	​	​	797,318
Total	$	668,714		$	678,027	​	$	1,747,445		$	797,318

​

Amortization of content is included in cost of revenues in the condensed consolidated statements of operations.

​

4. Digital Assets

The table below summarizes the digital assets shown on the Company’s condensed consolidated balance sheets as of:

​

​	​	​	​	​	​
​	September 30, 2026		​	December 31, 2025
Digital assets held:	​	​	​	​	​
Approximate number of bitcoin held	​	304.1	​	​	303.1
Digital asset cost basis	$	19,690,065	​	$	19,617,187
Digital asset carrying value	$	25,408,776	​	$	26,527,560

​

The cost basis is determined using the first-in, first-out methodology. The following table summarizes the Company’s digital asset purchases, dispositions, and gains (losses) on digital assets as calculated for the periods indicated:

​

​	​	​	​	​	​	​	​	​	​	​	​
​	For the three months ended September 30,					​	For the nine months ended September 30,
​	2026		​ ​ ​	2025		​	2026		​ ​ ​	2025
Approximate number of bitcoin acquired	​	1.00	​	​	—	​	​	1.00	​	​	0.01
Approximate number of bitcoin dispensed	​	—	​	​	—	​	​	—	​	​	(1.1)
Digital asset additions	$	72,956	​	$	—	​	$	72,956	​	$	—
Digital asset dispositions	$	—	​	$	—	​	$	—	​	$	99,118
Unrealized gains (losses), net	$	7,588,558	​	$	2,071,977	​	$	(1,191,740)	​	$	6,225,200

5. ​

​

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Table of Contents

5.Debt

Notes Payable

​

The following table summarizes the Company’s debt facilities as of September 30, 2026 and December 31, 2025 (in millions):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

September 30, 2026

​

​

December 31, 2025

​

​

​

​

​

​

​

​

​

​

​

Type of Facility or Arrangement

​

Principal Value

​

​

Principal Value

​

​

Original Principal Amount

​

​

Interest Rate

​

​

Repayment Terms

May 2024 P&A loans

​

$

1.9

​

​

$

2.0

​

​

$

3.0

​

​

10.0*

%

​

​

For detailed terms, see (1)

May 2025 convertible note

​

​

6.2

​

​

​

5.5

​

​

​

5.0

​

​

15.0

​

​

​

For detailed terms, see (2)

September 2025 note with warrants

​

​

40.0

​

​

​

40.0

​

​

​

40.0

​

​

13.5

​

​

​

For detailed terms, see (2)

February 2026 note with warrants

​

​

20.0

​

​

​

—

​

​

​

20.0

​

​

13.5

​

​

​

For detailed terms, see (2)

Revolving P&A loans (See Note 8, Related-Party Transactions)

​

​

10.5

​

​

​

53.5

​

​

​

​

​

​

10.0 - 15.0*

​

​

​

For detailed terms, see (3)

Total

​

​

78.6

​

​

​

101.0

​

​

​

​

​

​

​

​

​

​

​

Less: discounts and issuance costs, net of amortization

​

​

(3.1)

​

​

​

(3.8)

​

​

​

​

​

​

​

​

​

​

​

Total notes payable balance

​

$

75.5

​

​

$

97.2

​

​

​

​

​

​

​

​

​

​

​

         ​

*The interest rates for these loans are calculated as simple interest, where the amount of interest is a fixed amount of the principal.

​

(1) The maturity date is dependent on the timing of cash collections from theatrical sales, licensing revenue, merchandise sales and other revenue. The balance is expected to be fully paid within the next twelve months.

(2) See the Notes with convertible features and/or warrants section below.

(3) The current notes mature between October 2026 and December 2026.

​

​

​

​

​

​

18

Table of Contents

Notes with convertible features and/or warrants

​

May 2025 convertible note with warrants

In May 2025, the Company entered into a note and warrant purchase agreement with an unaffiliated third party, providing for the private placement of a subordinated convertible promissory note and warrant to purchase 163,322 shares of the Company’s Class A Common Stock with an exercise price of $6.13 per share. At the investor’s option and prior to the maturity date, the convertible note and any accrued interest may be converted into shares of the Company’s Class A Common Stock at a fixed price of $6.13 per share. The Company does not have the right to prepay the convertible note. Interest is compounded monthly and payable on the maturity date. A discount of $1.3 million was recorded for the convertible feature of the note and the warrant, as allocated based on the relative fair values of the elements of the convertible note and warrant. This discount was recorded as paid-in capital. Due to the total fair value of the note, including the warrant and convertible feature, being greater than the principal amount of the note, the effective interest rate is greater than the coupon rate and is approximately 30.9%. In September 2025, Steve Sarowitz, who is the controlling person of this unaffiliated third party, became a member of the Company’s board of directors.

​

September 2025 note with warrants

In September 2025, the Company entered into a loan and security agreement with certain lenders, which provides for up to a $100.0 million term loan with a delayed draw feature, which is composed of four committed tranches: (i) the first tranche in an aggregate principal amount of $40.0 million, which was funded on the closing date; (ii) the second tranche in an aggregate principal amount equal to $20.0 million, which was drawn in February 2026, and is discussed below in the February 2026 note with warrants section; (iii) the third tranche in an aggregate principal amount equal to $20.0 million, which may be drawn on or prior to December 31, 2026 and (iv) the fourth tranche in an aggregate principal amount equal to $20.0 million, which may be drawn on or prior to June 30, 2027. The availability of each tranche will be subject to achievement by the Company of certain conditions, including, without limitation, achievement of a specified minimum annualized recurring revenue and receipt of a minimum of net cash proceeds from the sale or issuance of equity. Borrowings under the credit facility were used to pay off certain of the Company’s existing indebtedness, as well as for general working capital purposes and business operations.

​

The Company’s obligations under the credit facility will be secured by substantially all of the Company’s assets, but shall exclude the equity held by the Company in, and the assets of, the subsidiaries of the Company that are formed from time to time for the primary purpose of raising capital under Regulation A of the Securities Act of 1933. Borrowings under the credit facility will bear interest at a variable rate equal to the greater of (x) the Prime Rate (as defined under the credit facility) plus 6.0% and (y) 13.5%. The Company will be required to make monthly payments of principal and accrued interest (the first 26 months being interest only payments), with the remaining balance being repaid upon maturity on October 1, 2030.

​

The credit facility contains representations, warranties and covenants that are typical for these types of facilities. These covenants include restrictions on mergers or sales of assets and secured debt borrowings, subject to exceptions and limitations. The credit facility also requires the Company to maintain a minimum liquidity level and contains events of default applicable to the Company that are customary for agreements of this type. In connection with the credit facility, the Company issued each lender thereunder a warrant to purchase an aggregate amount of 1,462,682 shares of the Company’s Class A Common Stock with an exercise price per share of $7.29. The warrants vest and become exercisable in proportion to and in conjunction with the advancement of each tranche under the credit facility. The warrants will expire on September 11, 2030. The Company also granted the lenders rights to participate in future issuances of the Company’s capital stock. As part of the initial draw, the lenders received warrants to purchase 585,072 shares of the Company’s Class A Common Stock with an exercise price of $7.29 per share. A discount of $2.3 million was recorded for the warrant, as allocated based on the relative fair values of the elements of the note and warrant. This portion of the debt discount was recorded as paid-in capital. An additional $0.4 million was booked as a debt discount for commitment fees paid to the lender, and $0.3 million was booked as debt issuance costs for legal and other fees paid to third parties. Due to the total fair value of the note, including the warrant, being greater than the principal amount of the note, the effective interest rate is greater than the coupon rate and is approximately 16.3%.

​

February 2026 note with warrants

In February 2026, the Company drew the second tranche from the term loan discussed in the September 2025 note with warrants section above. The terms are identical to the September 2025 note. This tranche was for aggregate principal amount equal to $20.0 million. As part of the draw, the lenders received warrants to purchase 292,537 shares of the Company’s Class A Common Stock with an exercise price of $7.29 per share. A discount of $0.2 million was recorded for the warrant, as allocated based on the relative fair values of the elements of the note and warrant. This portion of the debt discount was recorded as paid-in capital. An additional $0.2 million was booked as a debt discount for commitment fees paid to the lender. Due to the total fair value of the note, including the warrant, being greater than the principal amount of the note, the effective interest rate is greater than the coupon rate and is approximately 14.5%.

19

Table of Contents

​

The following table summarizes further details of the outstanding notes with convertible features and/or warrants as of September 30, 2026:

​

​	​	​	​	​	​	​	​	​	​	​
Notes	​	Issuance Date	​	Maturity Date	​	Principal Amount		​	Coupon Interest Rate
May 2025 convertible note	​ ​ ​	May 2, 2025	​ ​ ​	May 1, 2027	​	$	5,000,000	​	15.00	%
September 2025 note with warrants	​	September 8, 2025	​	October 1, 2030	​	​	40,000,000	​	13.50	​
February 2026 note with warrants	​	February 17, 2026	​	October 1, 2030	​	​	20,000,000	​	13.50	​

​

Components and Fair Value of the Convertible Notes

​

The convertible note consisted of the following components as of September 30, 2026 and December 31, 2025. The principal shown in the table below consists of the principal amount of the note as well as the interest (which is paid-in-kind each month):

​

​	​	​	​	​	​	​	​	​	​	​	​
​	September 30, 2026
​	Outstanding Principal Amount		​	Less: Discounts, Net of Amortization		​	Net Carrying Amount		​	Fair Value (1)
May 2025 convertible note	$	6,177,984	​	$	538,174	​	$	5,639,810	​	$	5,642,099
​	​	​	​	​	​	​	​	​	​	​	​
​	December 31, 2025
​	Outstanding Principal Amount		​	Less: Discounts, Net of Amortization		​	Net Carrying Amount		​	Fair Value (1)
May 2025 convertible note	$	5,526,167	​	$	1,038,455	​	$	4,487,712	​	$	6,996,218

​

(1) The estimated fair value of the convertible note is determined using a market-based discount rate reflective of the Company’s credit risk and current market conditions for similar instruments (Level 3 input within the fair value hierarchy established under ASC 820).

​

Interest Expense of the Convertible Notes

​

The following table summarizes interest expenses related to the convertible notes for the three and nine months ended September 30, 2026 and 2025:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30, 2026

​

Nine Months Ended September 30, 2026

​

Contractual Interest Expense

​ ​ ​

Amortization of Debt Discount

​

Total

​

Contractual Interest Expense

​ ​ ​

Amortization of Debt Discount

​

Total

May 2025 convertible note

$

227,812

​

$

185,815

​

$

413,627

​

$

651,817

​

$

500,281

​

$

1,152,098

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30, 2025

​

Nine Months Ended September 30, 2025

​

Contractual Interest Expense

​ ​ ​

Amortization of Debt Discount

​

Total

​

Contractual Interest Expense

​ ​ ​

Amortization of Debt Discount

​

Total

May 2025 convertible note

$

196,262

​

$

108,730

​

$

304,992

​

$

322,390

​

$

173,747

​

$

496,137

​

​

​

6.Commitments and Contingencies

Legal Proceedings

​

The Company is, and from time to time may become, involved in litigation and other legal matters arising in the normal course of business. Management does not believe the outcome of any currently pending matter will have a material adverse effect on the Company’s financial position, results of operations, or liquidity, and no amounts have been accrued as of September 30, 2026.

​

Disney Settlement

​

In August 2020, the Company settled copyright litigation brought by Disney Enterprises, Inc. and other studios as part of its reorganization plan, and completed all required cash settlement payments in September 2025. Under the settlement, a separate $62.5 million promissory note will be cancelled upon the Company's continued compliance, over a 14-year period, with covenants restricting

20

Table of Contents

unauthorized uses of the studios' content. The Company has concluded that payment under the note is not probable and, accordingly, no liability for the note has been recognized in the condensed consolidated financial statements.

​

Equity-Method and Other Investments

​

2521 Entertainment

In October 2025, the Company and 2521 Entertainment, LLC (“2521”) formed Giant Slayer Media, LLC (“Giant Slayer”), a joint venture that owns the intellectual property for the animated feature film DAVID and associated works. The Company made a total initial capital contribution of $33.7 million, consisting of $31.4 million in cash and $2.3 million credited for a prior investment, in exchange for a 42% equity interest, with 2521 holding the remaining 58%. The Company has significant influence over, but does not control, Giant Slayer and accounts for its interest under the equity method; the Company has concluded it is not the primary beneficiary of Giant Slayer. The carrying value of the investment was $33.7 million at both September 30, 2026 and December 31, 2025, and is included in investments in affiliates on the condensed consolidated balance sheets.

Under the Giant Slayer operating agreement, distributions and earnings are allocated among the members in a specified order of priority under which 2521 first recovers its capital contribution plus a return, then the Company recovers its capital contribution plus a return, before the members participate pro rata based on equity ownership. No earnings were allocated to the Company for the three and nine months ended September 30, 2026. The Company is the exclusive distributor of DAVID under a distribution agreement with Giant Slayer.

Other Investments

In addition to Giant Slayer, the Company holds equity-method investments in other unconsolidated entities in which it has significant influence, including preferred units acquired in October 2023, and investments in entities in which it does not have significant influence that are accounted for under the measurement alternative. The Company's share of the net income of its equity-method investees, other than Giant Slayer, was $0.1 million and $0.2 million for the three and nine months ended September 30, 2026. The aggregate carrying value of these other investments was $10.6 million and $12.3 million at September 30, 2026 and December 31, 2025, respectively.

Guarantees of Third-Party Indebtedness

​

The Company guarantees repayment of certain third-party loans made to independent film production companies. The Company acts as the film distributor and collection account manager, remitting the royalties from the distribution of the film, the Producer Royalty Rights, directly to the lender as the primary source of loan repayment during the loan term. If the Producer Royalty Rights remitted over the guaranteed term are insufficient to repay the loan in full and the film production company is unable to cover the balance of the loan,  the Company is obligated to fund the remaining balance to the lender under a contractual payment undertaking (the "Angel Backstop"). The Angel Backstop is an unconditional and irrevocable guarantee of the borrower's loan repayment obligation.

​

The Angel Backstop is recognized as a guarantee liability at a Day 1 fair value in accordance with ASC 460, Guarantees, using the probability-weighted present value methodology described in Note 1. The offsetting debit was recorded as a deferred guarantee cost, presented within other long-term assets on the condensed consolidated balance sheet, representing the expected economic recovery of the guarantee obligation through Producer Royalty Rights. After initial recognition, the guarantee liability and deferred guarantee cost are reduced pro-rata as Producer Royalty Rights are applied to the outstanding loan balance.

​

The following table presents information about the Angel Backstop as of September 30, 2026:

​

​	​	​
​	September 30, 2026
Outstanding loan balance guaranteed (undiscounted)	$	21,654,307
Committed but not yet funded (undiscounted)	​	2,000,000
Maximum potential undiscounted future payments (1)	​	23,654,307
Angel Backstop liability (carrying value) (2)	​	8,938,819
Deferred Guarantee Cost (carrying value) (2)	​	8,938,819

​

(1) Represents the full outstanding loan balance between third parties and the independent film production companies as of the balance sheet date, which is the maximum amount the Company could be required to fund to the lender assuming no Producer Royalty Rights are received over the remainder of the guarantee

21

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term. Presented gross and undiscounted and has not been reduced by projected royalty recoveries. No collateral is held by the Company in connection with the Angel Backstop.

(2) The Angel Backstop liability represents the unamortized Day 1 fair value of the Company's stand-ready guarantee obligation, measured at inception under ASC 460 and subsequently reduced pro-rata as Producer Royalty Rights are applied to the outstanding loan balance. The Deferred Guarantee Cost is the corresponding asset, carried within other long-term assets on the condensed consolidated balance sheet, and is reduced in tandem with the liability.

​

The Company assesses the probability of being required to make payments under the Angel Backstop based on current projections of film revenue performance relative to the outstanding loan balance. As of September 30, 2026, the Company has assessed the payment risk as low.

​

In the event the Company is required to make a payment under the Angel Backstop, it retains the contractual right to receive post-term Producer Royalty Rights from the borrower to the extent earned in subsequent periods, representing a potential recovery of amounts funded. No collateral is held by the Company in connection with this guarantee.

​

Minimum Royalty Guarantees

​

The Company has entered into agreements with filmmakers that guarantee minimum royalty payments over specified periods, generally not expected to result in a shortfall given anticipated royalties. The Company recognizes royalty expense and a corresponding liability as royalties are earned, with cash payments reducing the liability. As of September 30, 2026, the remaining unrecognized commitments under these agreements are as follows:

​

​	​	​	​
Year Ending December 31,	​ ​ ​	​
Remainder of 2026	​	$	3,000,000
2027	​		1,735,157
2028	​	​	41,666,887
2029	​	​	—
2030	​	​	—
Thereafter	​	​	4,985,554
Total	​	$	51,387,598

​

During the three and nine months ended September 30, 2026, royalties earned and credited against these guarantees reduced the aggregate remaining commitment by $6.1 million and $31.0 million.

​

With respect to the Company's minimum royalty guarantee arrangements, the Company has determined that a shortfall between royalties expected to be earned and the guaranteed minimums is reasonably possible, based on box office, licensing deals, and streaming performance of certain films relative to the original projections. The Company continues to project that royalties earned over the remaining terms of these arrangements will be sufficient to satisfy the guaranteed minimum, and no shortfall has been deemed probable as of September 30, 2026. Given the various stages of the distribution windows and in some cases limited performance data to date, the Company is unable to reasonably estimate the amount of any potential shortfall at this time. The Company will continue to monitor the performance of the underlying content and will record a liability for each estimated shortfall in the period in which it becomes probable and reasonably estimable.

​

7.Common Stock

The Company has authorized Common Stock consisting of 700,000,000 shares, par value $0.0001 per share, of which 500,000,000 shares have been designated as Class A Common Stock and 200,000,000 shares have been designated as Class B Common Stock. The Company has also authorized preferred stock consisting of 1,000,000 shares, par value $0.0001 per share. Each outstanding share of Class A Common Stock is entitled to one vote and each outstanding share of Class B Common Stock is entitled to ten votes.

Warrant Offerings

In May 2025, the Company entered into a note and warrant purchase agreement with an unaffiliated third party, providing for the private placement of a subordinated convertible promissory note with a principal balance of $5.0 million and warrant to purchase 163,322 shares of the Company’s Class A Common Stock with an exercise price of $6.13 per share. In September 2025, Steve Sarowitz, who is the controlling person of this unaffiliated third party, became a member of the Company’s board of directors. See Note 5, Debt for additional details.

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In September 2025, the Company entered into two notes and warrant purchase agreements with unaffiliated third parties, providing for the private placement of notes with a total principal balance of $40.0 million and warrants to purchase 1,462,682 shares of the Company’s Class A Common Stock with an exercise price per share of $7.29. As part of the initial draw, the lenders received warrants to purchase 585,072 shares of the Company’s Class A Common Stock. The second draw was taken by the Company in February 2026, from which the lenders received warrants to purchase 292,537 shares of the Company’s Class A Common Stock. See Note 5, Debt for additional details.

The Company determined that the outstanding warrants meet the criteria for equity classification. Therefore, the warrants are recorded as a component of additional paid-in capital on the condensed consolidated statements of stockholders’ equity at the time of issuance. The fair value of the warrants was estimated using the Black-Scholes option pricing model at the time of issuance and will not be remeasured throughout their life, pursuant to ASC 815-40.

​

For more information regarding the note and warrant purchase agreements, refer to Note 5, Debt.

​

Common Stock Offering

In April 2026, the Company entered into an underwriting agreement with an unaffiliated third party for the issuance and sale of 16,445,000 shares of its Class A Common Stock at a price to the public of $2.10 per share. The Company received net proceeds of approximately $32.5 million, after underwriting discounts, commissions, and estimated offering expenses.

​

Loss per Share

The following table represents the Company’s loss per share for the three and nine months ended September 30, 2026 and 2025:

​	​	​	​	​	​	​	​	​	​	​	​
​	For the three months ended September 30,					​	For the nine months ended September 30,
​	2026		​ ​ ​	2025		​	2026		​ ​ ​	2025
Numerator:	​	​		​	​	​	​	​		​	​
Net loss attributable to controlling interests	$	(5,152,291)	​	$	(38,440,975)	​	$	(42,749,893)	​	$	(91,514,435)
​	​	​	​	​	​	​	​	​	​	​	​
Denominator:		​	​		​	​		​	​		​
Weighted average basic shares outstanding		189,346,763	​		156,797,109	​		181,059,398	​		150,657,671
Effect of dilutive shares		—	​		—	​		—	​		—
Weighted average diluted shares		189,346,763	​		156,797,109	​		181,059,398	​		150,657,671
​	​	​	​	​	​	​	​	​	​	​	​
Basic loss per share	$	(0.027)	​	$	(0.245)	​	$	(0.236)	​	$	(0.607)
Diluted loss per share	$	(0.027)	​	$	(0.245)	​	$	(0.236)	​	$	(0.607)

​

Basic loss per share includes no dilution and is computed by dividing net income available to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is calculated similarly to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the common shares were dilutive. All potential common shares were anti-dilutive as a result of the Company’s net losses during the three and nine months ended September 30, 2026 and 2025.

​

The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted loss per share as their inclusion would be anti-dilutive, for the three and nine months ended September 30, 2026 and 2025:

​

​	​	​	​	​	​
​	Three and Nine Months Ended September 30,
​	2026		​ ​ ​	2025
Stock options to purchase common stock	​	29,439,343	​	​	32,140,736
Unvested restricted stock awards	​	4,002,208	​	​	—
Convertible securities to acquire common stock	​	1,007,828	​	​	868,253
Warrants to purchase common stock		1,040,931	​		748,395
Total outstanding potentially dilutive securities		35,490,310	​		33,757,384

​

​

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8.Related-Party Transactions

The Company has a marketing services contract with an entity owned by one or more of the Company’s directors, officers, and stockholders. During the three months ended September 30, 2026 and 2025, the Company incurred expenses of $0.0 million and $0.2 million, respectively, to the related party for marketing services. During the nine months ended September 30, 2026 and 2025, the Company incurred expenses of $0.3 million and $0.5 million, respectively, to the related party for marketing services.

In February 2024, the Company entered into a revolving P&A loan agreement with Angel P&A, LLC, a Delaware limited liability company (“Angel P&A”) that is wholly owned by one or more of the Company’s directors, officers, and stockholders. Angel P&A was formed for the specific purpose of raising P&A funds for the Company’s upcoming theatrical releases in exchange for revenue participation rights in those films. These rights entitle Angel P&A to receive up to 115.0% of its invested amount, representing its investment plus a return of 10.0% to 15.0%. Angel P&A has first claim on the Company’s cash receipts from each film it funds and must be repaid in full before any other claims on those receipts are paid, except that any P&A funds raised for that film under Regulation A, which falls under Section 3(b) of the Securities Act, are repaid first. When Angel P&A is repaid, it distributes the interest portion to its institutional investors, and the original investment either remains at Angel P&A to fund additional P&A loans to the Company or is returned to the investors until the Company needs the funds again. The commitment periods between Angel P&A and the Company, and between Angel P&A and its investors, run through February 2027. Angel P&A has no employees and is not expected to incur operating expenses. Each draw typically matures 80 to 120 days after it is made. As of September 30, 2026 and December 31, 2025, the total outstanding balance of revolving P&A loans was $10.5 million and $53.5 million, respectively.

​

In May 2025, the Company entered into a note and warrant purchase agreement with an unaffiliated third party, providing for the private placement of a subordinated convertible promissory note. In September 2025, Steve Sarowitz, who is the controlling person of this unaffiliated third party, became a member of the Company’s board of directors. See Note 5, Debt for additional details.

Benton Crane, a member of the Company’s board of directors, is an executive producer and board member of Black Autumn, and certain directors and officers of the Company or their family members, and certain affiliated entities of the Company, including Angel Acceleration Fund, are entitled to receive shares of Class A Common Stock as consideration in the pending acquisition. The Company has a distribution agreement with the Homestead film and series resulting in payments of $6.5 million during the year ended December 31, 2025, and payments of $6.8 million during the nine months ended September 30, 2026.

Additionally, Benton Crane was a manager of TTS prior to its acquisition, and certain directors and officers of the Company or their family members, and certain affiliated entities of the Company, including Harmon Brothers, LLC and VAS Portal, LLC, own units of TTS, received shares of Class A Common Stock as consideration in the acquisition. On August 20, 2026, the Company completed its acquisition of TTS. See Note 2, Business Combinations, for the consideration transferred and purchase price allocation. In connection with the closing, the Company’s pre-existing production-funding and royalty arrangements with TTS were settled for approximately $2.9 million, which is included within total consideration transferred in Note 2, Business Combinations. The Company made payments, including royalties, to TTS of $2.9 million during the period from January 1, 2026 through the acquisition date and $3.9 million during the year ended December 31, 2025. Following the closing, TTS is a wholly-owned subsidiary of the Company, and transactions between the Company and TTS are intercompany and eliminate in consolidation.

​

9.Subsequent Events

Subsequent events have been evaluated through November 10, 2026, which is the date the condensed consolidated financial statements were issued.

​

On October 3, 2026, 2521 entered into a $4.3 million funding agreement with the filmmakers of Rode to Ruin, and the Company agreed to backstop the agreement. The Company’s maximum potential undiscounted future payments under the backstop are $4.3 million. The Company has not yet determined the amount of the related guarantee liability. See Note 6, Commitments and Contingencies, for information about the Company’s guarantee arrangements of this type.

​

On October 28, 2026, the Company purchased production equipment and computer hardware from Harmon Brothers, LLC, a related party, for $0.4 million. See Note 8, Related-Party Transactions, for the nature of the related-party relationship.

​

​

24

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion of the historical results of operations and liquidity and capital resources of Angel Studios, Inc. (“Angel Studios,” “we,” “our,” “us,” or the “Company”). You should read the following discussion and analysis in conjunction with the accompanying condensed consolidated financial statements of the Company and the notes thereto, as well as with the Company’s Annual Report on Form 10-K, including the audited consolidated financial statements and the related notes included therein.

​

This Management’s Discussion and Analysis of Financial Condition and Results of Operations may contain forward-looking statements. The matters discussed in these forward-looking statements are subject to risk, uncertainties and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements.

​

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. The forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Such forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve risks and uncertainties, some of which are beyond our control. These risks and uncertainties are more fully described in Part I, Item 1A, "Risk Factors," in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, as supplemented by Part II, Item 1A, “Risk Factors,” in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, and in this report.

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

​

Overview

​

We are a values-based media distribution company that uses technology to empower a vibrant and growing community to replace the Hollywood gatekeeper system and champion stories that amplify light for mainstream audiences.

​

Our community, known as the Angel Guild, is at the heart of this mission.

​

1) The Angel Guild votes to select film and TV shows.

2) The Angel Guild rallies in theaters to support film releases.

3) The Angel Guild funds future films and TV shows with their membership.

​

As of September 30, 2026, through the Angel Guild, approximately 2.94 million paying members help decide what film and TV projects we will market and distribute.

​

Pledge to Amplify Light

​

All Guild members make a written pledge stating: “When I vote, I pledge to help choose excellent entertainment that is true, honest, noble, just, authentic, lovely, admirable, or joyful.”

​

​

​

​

​

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​

Components of Results of Operations

​

Revenue

We primarily generate revenue from the following sources:

● Angel Guild revenue comes from monthly or annual membership fees. Currently there are three possible tiers for membership, Basic with Ads, Basic, and Premium. All memberships allow voting for every Angel Studios release, give early access for streaming, and help fund our original films, increasing new content releases. The Basic and Premium tiers have no ads during shows and the Premium tier includes two complimentary tickets to every Angel Studios theatrical release and a discount for all merchandise.

● Theatrical distribution revenue comes from releasing our original films with our exhibitor partners. Every time a moviegoer purchases a ticket from the partner theaters, we receive a percentage of the box office revenue. For most international theaters, the percentage of box office revenue is first paid to a distributor who then pays us.

● Content licensing revenue comes from licensing our films and TV shows to other distributors such as Amazon, Apple and Netflix. Our future plans include licensing the rights to our films and TV shows for other experiences such as derivative shows, video games, theme parks and Broadway-style plays.

● Other revenue is generated from sales of merchandise related to our films and series, as well as physical DVD sales. We also offer a direct online store for Angel Studios themed products and wholesale products to retail partners.

Founding

We were founded in 2013 by our Chief Executive Officer, Neal Harmon, along with his brothers Daniel, Jeffrey and Jordan, and their cousin, Benton Crane.

Bitcoin Treasury Strategy:  Seeking to Empower the Angel Guild for Generations

As of September 30, 2026, we held an aggregate of approximately 304.1 bitcoin. This equates to 1.5490 bitcoin per million shares of our Common Stock. We plan to continue to acquire and hold bitcoin as a strategic treasury asset as an adjunct to our core film and TV distribution business. The continued implementation of our bitcoin treasury strategy aims to support our mission-driven approach of funding the world’s best filmmakers in producing stories that amplify light for generations to come. The overall strategy contemplates that we may (i) enter into capital raising transactions that are collateralized by our bitcoin holdings, (ii) consider pursuing strategies to create income streams or otherwise generate funds using our bitcoin holdings and (iii) periodically sell bitcoin for general corporate purposes, including to generate cash to meet our operating requirements.

Recent Developments

At the Market Offering

On December 5, 2025, we entered into an equity distribution agreement (the “Equity Distribution Agreement”), with Oppenheimer & Co. Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, Maxim Group LLC and Roth Capital Partners, LLC (each, a “Sales Agent,” and together, the “Sales Agents”), providing for the offer and sale to or through the Sales Agents, from time to time, shares of our Class A Common Stock, par value $0.0001 per share, having an aggregate offering price of up to $150,000,000. During the year ended December 31, 2025, we sold an aggregate of 196,348 shares of our Class A Common Stock, generating gross proceeds of $1.0 million. During the nine months ended September 30, 2026, we sold no shares of our Class A Common Stock from the equity distribution agreement.

Acquisitions

​

In August 2026, we completed our acquisition of Tuttle Twins Show, LLC, and, in September 2026, we completed our acquisition of Toothy Cow Productions, LLC, each of which holds rights to a series we distribute. Our pending acquisition of Black Autumn Show, Inc., which owns the rights to the Homestead film and series, remained subject to customary closing conditions as of the date of this

26

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report. See Note 2, Business Combinations, for the terms and accounting for these acquisitions and Note 8, Related-Party Transactions, for related-party information.

​

Financial Operations Overview

Revenues

​

Historically, we have primarily generated revenue from the Angel Guild, theatrical distribution, content licensing and other. See “Revenue” for more information.

​

Cost of Revenues

​

Cost of revenues represents the direct costs incurred by us in generating our revenue. These costs include expenses directly associated with the goods or services sold during the reporting period. Components of cost of revenues include licensing royalty expense, hosting, merchandise costs, credit card fees, freight and shipping costs and costs of services provided.

Operating Expenses

​

Selling and Marketing:  Selling and marketing expenses include the promotion of the Angel Guild and increasing memberships, as well as current and future theatrical releases. As we continue to bring on additional content, drive Angel Guild memberships and promote future theatrical releases, this cost is expected to continue to rise.

Research and Development: Research and development expenses consist of the addition of personnel necessary to continue our focus on improving existing products, optimizing existing services and developing new technology to better meet the needs of our customers and partners.

General and Administrative: General and administrative expenses consist of the increased support staff necessary to manage the continued and expected growth of the business, including payroll and related expenses for executive, finance, content acquisition and administrative personnel, as well as recruiting, professional fees and other general corporate expenses.

Legal: Legal expenses include costs incurred in connection with legal proceedings, regulatory matters, compliance obligations, and corporate governance. Legal expenses may fluctuate based on the nature, timing, and complexity of matters encountered by us.

Non-GAAP Financial Measures

Adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”), a non-GAAP measure used by management to assess operating performance, is defined as net income/(loss), excluding interest expense, net, income tax expense, depreciation and amortization, stock-based compensation, and the (gain)/loss on digital assets, as well as exceptional items, if any. In connection with the TTS acquisition, the Company remeasured its previously held equity-method investment in TTS to fair value as of the acquisition date, resulting in a non-operating, non-recurring gain recognized in other income (expense), net. This item is excluded from Adjusted EBITDA as it does not reflect the Company’s ongoing operating performance. Management uses Adjusted EBITDA as a supplemental measure of operating performance to evaluate the performance of the Company’s business operations, to facilitate comparisons of operating results across reporting periods, and to assist in planning and forecasting future periods. Adjusted EBITDA is presented as a supplemental measure of the Company’s operating performance and should not be considered in isolation or as a substitute for net income/(loss) or any other measure of financial performance calculated in accordance with GAAP.

We present Adjusted EBITDA in this filing because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our ongoing operating performance. Period-to-period comparison of Adjusted EBITDA helps our management identify additional trends in our company’s financial results that may not be shown solely by period-to-period comparison of net income/(loss). In addition, we believe that providing Adjusted EBITDA, together with a reconciliation of Adjusted EBITDA to net income/(loss), helps investors make comparisons between our company and other companies that may have different capital structures, different capitalized asset values, different forms of employee compensation and different strategic nonrecurring projects. Adjusted EBITDA has its limitations as an analytical tool because of the excluded items, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.

​

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Some of these limitations include:

​

● Adjusted EBITDA does not reflect interest expense and interest income because these items are not directly attributable to the performance of our business operations and may vary over time due to a variety of financing transactions that we have entered into or may enter into in the future.

​

● Adjusted EBITDA does not reflect certain non-cash items, including depreciation and amortization, stock-based compensation expense, and the (gain)/loss on digital assets. We believe that excluding the effect of these expenses from Adjusted EBITDA assists management and investors in making period-to-period comparisons in our company’s operating performance because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations.

​

A reconciliation between net income/(loss) and Adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025 is presented below:

​

​	​	​	​	​	​	​
​	​	For the three months ended September 30,
​	​ ​ ​	2026		​ ​ ​	2025
Reconciliation of net loss to non-GAAP Adjusted EBITDA	​	​	​	​	​	​
Net loss	​	$	(5,153,933)	​	$	(38,498,571)
Interest expense, net	​		3,482,127	​		2,467,664
Depreciation and amortization	​		2,935,933	​		2,473,738
Stock-based compensation	​		4,266,958	​		3,021,608
Net gain on digital assets	​	​	(7,588,558)	​	​	(2,071,977)
Income tax benefit	​	​	(115,239)	​	​	—
Misc. gain on acquisition	​	​	(1,026,151)	​	​	—
Adjusted EBITDA	​	$	(3,198,863)	​	$	(32,607,538)
​	​	​	​	​	​	​
​	​	For the nine months ended September 30,
​	​ ​ ​	2026		​ ​ ​	2025
Reconciliation of net loss to non-GAAP Adjusted EBITDA	​	​	​	​	​	​
Net loss	​	$	(42,704,015)	​	$	(91,535,374)
Interest expense, net	​		11,355,960	​		4,241,830
Depreciation and amortization	​		9,119,888	​		6,912,773
Stock-based compensation	​		11,280,813	​		7,781,373
Net loss (gain) on digital assets	​	​	1,191,740	​	​	(6,225,200)
Income tax benefit	​	​	(115,239)	​	​	—
Misc. gain on acquisition	​	​	(1,026,151)	​	​	—
Adjusted EBITDA	​	$	(10,897,004)	​	$	(78,824,598)

​

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Results of Operations

The following represents our performance highlights for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	For the three months ended September 30,					​	Change
​	​ ​ ​	2026		​ ​ ​	2025		​ ​ ​	2026  vs. 2025
Revenues	​	$	159,015,551	​	$	76,542,482	​	$	82,473,069	​ ​ ​	108	%
Cost of revenues	​		59,016,013	​		34,333,955	​		24,682,058		72	%
Selling and marketing	​		92,104,919	​		64,683,558	​		27,421,361		42	%
General and administrative	​		12,885,778	​		10,125,018	​		2,760,760		27	%
Research and development	​		4,682,302	​		4,102,827	​		579,475		14	%
Legal expense	​	​	676,451	​	​	1,275,008	​		(598,557)		(47)	%
Operating loss	​		(10,349,912)	​		(37,977,884)	​		27,627,972		73	%
Net gain (loss) on digital assets	​		7,588,558	​		2,071,977	​		5,516,581		266	%
Interest expense	​		(4,279,857)	​		(3,978,212)	​		(301,645)		(8)	%
Interest and other income	​		797,730	​		1,510,548	​		(712,818)		(47)	%
Other income (expense)	​	​	974,309	​	​	(125,000)	​	​	1,099,309		879	%
Loss before income tax benefit	​		(5,269,172)	​		(38,498,571)	​		33,229,399		86	%
Income tax benefit	​		(115,239)	​		—	​		(115,239)		—	%
Net loss	​	$	(5,153,933)	​	$	(38,498,571)	​	$	33,344,638		87	%

​

Revenues

​

The following represents our revenue by type for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended September 30,

​

Change

​

​

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2026  vs. 2025

​

Angel Guild

​

$

115,642,094

​

$

59,225,827

​

$

56,416,267

​ ​ ​

95

%

Theatrical

​

​

28,964,577

​

​

5,455,476

​

23,509,101

​

431

%

Content licensing

​

​

11,477,147

​

​

9,013,353

​

2,463,794

​

27

%

Other

​

​

2,931,733

​

​

2,847,826

​

​

83,907

​

3

%

Total revenue

​

$

159,015,551

​

$

76,542,482

​

$

82,473,069

108

%

​

During the three months ended September 30, 2026, compared to the three months ended September 30, 2025, the increase in revenues was largely due to: 1) an increase in Angel Guild revenue by $56.4 million as a result of increased Angel Guild members from 1.58 million to 2.94 million from September 30, 2025 to September 30, 2026, 2) an increase in theatrical revenue, which increased by $23.5 million as a result of a larger theatrical slate as compared to the prior year period, including the release of Young Washington and Runner in the current period, and 3) an increase in content licensing revenue, which increased by $2.5 million as a result of larger licensing deals being entered into from our 2026 theatrical releases, compared to smaller deals in the prior year period.

Cost of Revenues

The following represents our cost of revenues by type for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended September 30,

​

Change

​

​

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2026  vs. 2025

​

Angel Guild

​

$

20,070,687

​

$

7,605,043

​

$

12,465,644

​

164

%

Theatrical

​

​

1,571,526

​

​

914,354

​

657,172

​

72

%

Royalties

​

33,880,092

​

21,931,707

​

11,948,385

​

54

%

Other

​

​

3,493,708

​

​

3,882,851

​

​

(389,143)

​

(10)

%

Total cost of revenues

​

$

59,016,013

$

34,333,955

​

$

24,682,058

72

%

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​

During the three months ended September 30, 2026, cost of revenues was $59.0 million compared to $34.3 million in the same quarter in the prior year. The increase in Angel Guild cost of revenues by $12.5 million was largely a result of increased memberships and the transaction fees of $4.3 million related to that growth, as well as an increase in the amount of free movie tickets for premium Angel Guild members for Angel theatrical releases of $5.8 million, which was largely driven by the release of Young Washington in July 2026. The increase in royalties of $11.9 million was a result of royalties earned by filmmakers from higher net revenue earned from the Angel Guild.

Selling and Marketing

The following represents our selling and marketing expenses by type for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended September 30,

​

Change

​

​

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2026  vs. 2025

​

Angel Guild

​

$

63,835,715

​

$

44,434,095

​

$

19,401,620

​

44

%

Theatrical

​

​

24,474,717

​

​

16,981,072

​

7,493,645

​

44

%

Other

​

3,794,487

​

3,268,391

​

526,096

​

16

%

Total selling and marketing

​

$

92,104,919

$

64,683,558

​

$

27,421,361

42

%

​

During the three months ended September 30, 2026, compared to the three months ended September 30, 2025, selling and marketing expenses increased by $27.4 million. The increase in Angel Guild sales and marketing expenses of $19.4 million was a result of promotions in July and August 2026 in an effort to increase memberships. The increase in Theatrical expenses of $7.5 million was a result of increased spending on promoting theatrical releases due to the larger theatrical slate as compared to the prior year period. As we continue to bring on additional content, drive Angel Guild memberships and promote future theatrical releases, this cost is expected to fluctuate, but overall remain high and be a significant component of our operating expenses.

Other Operating Expenses

For the three months ended September 30, 2026, higher general and administrative costs of $2.8 million were primarily related to: 1) additional employee costs of $1.0 million during 2026 related to the support staff necessary to manage the continued and expected growth of the business, and 2) additional stock-based compensation expenses of $1.2 million during 2026 due to an increase in options and RSUs granted to employees and their related fair value on the grant date.

For the three months ended September 30, 2026, as compared to the prior year period, research and development costs remained relatively consistent, with no large increases or decreases in personnel or software costs associated with research and development.

For the three months ended September 30, 2026, compared to the three months ended September 30, 2025, legal costs remained relatively consistent, with no large increases or decreases in fees paid to third parties.

Other Income and Expense

The increase in the gain on digital assets of $5.5 million during the three months ended September 30, 2026, as compared to the prior year period, was a result of measuring our digital assets at fair value at the end of each reporting period per Accounting Standards Update (“ASU”) No. 2023-08 and the value of bitcoin increasing during the three months ended September 30, 2026 by a greater amount as compared to the three months ended September 30, 2025.

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Table of Contents

Results of Operations

The following represents our performance highlights for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	For the nine months ended September 30,					​	Change
​	​ ​ ​	2026		​ ​ ​	2025		​ ​ ​	2026  vs. 2025
Revenues	​	$	385,826,547	​	$	211,624,538	​	$	174,202,009	​ ​ ​	82	%
Cost of revenues	​		154,767,858	​		81,100,542	​		73,667,316		91	%
Selling and marketing	​		209,843,261	​		176,719,216	​		33,124,045		19	%
General and administrative	​		36,540,160	​		27,330,996	​		9,209,164		34	%
Research and development	​		12,767,131	​		10,992,023	​		1,775,108		16	%
Legal expense	​	​	3,435,604	​	​	8,375,505	​	​	(4,939,901)	​	(59)	%
Operating loss	​		(31,527,467)	​		(92,893,744)	​		61,366,277		66	%
Net gain (loss) on digital assets	​		(1,191,740)	​		6,225,200	​		(7,416,940)		(119)	%
Interest expense	​		(13,406,872)	​		(8,285,269)	​		(5,121,603)		(62)	%
Interest and other income	​		2,050,912	​		4,043,439	​		(1,992,527)		(49)	%
Other income (expense)	​	​	1,255,913	​	​	(625,000)	​	​	1,880,913	​	301	%
Loss before income tax benefit	​		(42,819,254)	​		(91,535,374)	​		48,716,120		53	%
Income tax benefit	​		(115,239)	​		—	​		(115,239)		—	%
Net loss	​	$	(42,704,015)	​	$	(91,535,374)	​	$	48,831,359		53	%

​

Revenues

​

The following represents our revenue by type for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the nine months ended September 30,

​

Change

​

​

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2026  vs. 2025

​

Angel Guild

​

$

289,705,287

​

$

140,726,967

​

$

148,978,320

​

106

%

Theatrical

​

​

49,735,324

​

​

45,763,314

​

3,972,010

​

9

%

Content licensing

​

36,737,451

​

18,175,430

​

18,562,021

​

102

%

Other

​

​

9,648,485

​

​

6,958,827

​

​

2,689,658

​

39

%

Total revenue

​

$

385,826,547

$

211,624,538

​

$

174,202,009

82

%

​

During the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, the increase in revenues was largely due to: 1) an increase in Angel Guild revenue by $149.0 million as a result of increased Angel Guild members from 1.58 million to 2.94 million from September 30, 2025 to September 30, 2026, 2) an increase in content licensing revenue, which increased by $18.6 million as a result of larger licensing deals being entered into from our Q4 2025 and 2026 theatrical releases, compared to smaller deals in the prior year period, 3) an increase in merchandise revenue of $3.2 million largely due to increased DVD sales in 2026 as compared to the prior year period, and 4) an increase in Theatrical revenue of $4.0 million, largely due to more theatrical releases in the current period, including the release of Young Washington and Runner in Q3 2026, as compared to less theatrical releases in the prior period.

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Cost of Revenues

The following represents our cost of revenues by type for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the nine months ended September 30,

​

Change

​

​

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2026  vs. 2025

​

Angel Guild

​

$

44,964,066

​

$

23,655,188

​

$

21,308,878

​

90

%

Theatrical

​

​

3,945,641

​

​

4,205,600

​

(259,959)

​

(6)

%

Royalties

​

92,895,321

​

41,382,203

​

51,513,118

​

124

%

Other

​

​

12,962,830

​

​

11,857,551

​

​

1,105,279

​

9

%

Total cost of revenues

​

$

154,767,858

$

81,100,542

​

$

73,667,316

91

%

​

During the nine months ended September 30, 2026, cost of revenues was $154.8 million compared to $81.1 million for the nine months ended September 30, 2025. The increase in Angel Guild cost of revenues by $21.3 million was largely a result of increased memberships and the transaction fees of $12.6 million related to that growth and an increase in the amount of free movie tickets for premium Angel Guild members for Angel theatrical releases of $5.7 million, as well as small increases in hosting fees and other various costs. The increase in royalties of $51.5 million was a result of royalties earned by filmmakers from higher net revenue earned from the Angel Guild.

Selling and Marketing

The following represents our selling and marketing expenses by type for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the nine months ended September 30,

​

Change

​

​

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2026  vs. 2025

​

Angel Guild

​

$

148,249,470

​

$

111,809,562

​

$

36,439,908

​

33

%

Theatrical

​

​

52,945,742

​

​

56,281,845

​

(3,336,103)

​

(6)

%

Other

​

​

8,648,049

​

​

8,627,809

​

​

20,240

​

—

%

Total selling and marketing

​

$

209,843,261

$

176,719,216

​

$

33,124,045

19

%

​

During the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, the increase in selling and marketing expenses was largely due to an increase in Angel Guild sales and marketing expenses of $36.4 million, which was a result of increased promotions in the current period in an effort to increase memberships. This was partially offset by a decrease in theatrical sales and marketing expenses of $3.3 million as a result of reduced spending on promoting theatrical releases in the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. As we continue to bring on additional content, drive Angel Guild memberships and promote future theatrical releases, this cost is expected to fluctuate, but overall remain high and be a significant component of our operating expenses.

Other Operating Expenses

For the nine months ended September 30, 2026, higher general and administrative costs of $9.2 million were primarily related to: 1) additional employee costs of $3.2 million during 2026 related to the support staff necessary to manage the continued and expected growth of the business, 2) additional stock-based compensation expense of $3.5 million during 2026 due to an increase in options and RSUs granted to employees in the nine months ended September 30, 2026 and their related fair value on the grant date, and 3) amortization expense of $1.8 million related to a new three-year first-look agreement with a filmmaker, which provides the Company with priority rights to review and bid on the filmmaker's future projects.

For the nine months ended September 30, 2026, the increase in research and development costs of $1.8 million primarily related to additional employee costs during 2026 related to the support staff necessary to manage the continued and expected growth of the business.

For the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, the decrease in legal expense of $4.9 million was primarily because the prior-year period included legal costs incurred in preparing for and completing the Southport

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Merger, with no comparable costs in 2026. The decrease was partially offset by legal fees related to the Homestead, Toothy Cow Productions, and Tuttle Twins Show acquisitions.

Other Income and Expense

The change in the net loss on digital assets of $7.4 million during the nine months ended September 30, 2026 was a result of measuring our digital assets at fair value at the end of each reporting period per ASU No. 2023-08 and the value of bitcoin decreasing during the nine months ended September 30, 2026 as compared to the value of bitcoin increasing during the nine months ended September 30, 2025.

The increase in interest expense of $5.1 million is related to a higher dollar amount of P&A and other notes entered into and outstanding during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, as can be seen on our condensed consolidated statements of cash flows and condensed consolidated balance sheets.

The decrease in interest and other income was primarily driven by lower credit card cash back rewards.

Liquidity and Capital Resources

Operating and Capital Expenditure Requirements

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As of

​

Change

​

​

September 30, 2026

​

December 31, 2025

​

2026  vs. 2025

Cash and cash equivalents

​ ​ ​

$

45,561,046

​ ​ ​

$

44,083,233

​ ​ ​

$

1,477,813

​ ​ ​

3

%

Notes payable

​

75,456,551

​

97,166,069

​

(21,709,518)

(22)

%

​

Cash and cash equivalents increased by $1.5 million in the nine months ended September 30, 2026, primarily due to cash provided by operating activities of $29.1 million, partially offset by cash used in investing activities of $24.5 million and cash used in financing activities of $3.1 million.

​

Historically, we have funded a significant portion of our operations through private and public offerings of our common stock and raise of money through notes payable. During 2026, we have funded a significant portion of our operations through positive operating cash flow. As of September 30, 2026, we had cash on hand of approximately $45.6 million. Notes payable, excluding discounts and issuance costs, consists of 1) P&A notes in the amount of $12.4 million with amounts due based on timing of certain cash proceeds, but which amounts are expected to be paid within the next twelve months, 2) financing of a convertible note in the amount of $6.2 million, which will become due, if not converted into equity beforehand, by May 1, 2027, and 3) a financing facility in the amount of $100.0 million, of which $60.0 million is currently drawn as of the date of this report, with interest payable monthly and principal installments starting in November 2027 and a final maturity of October 1, 2030.

Evaluation of Going Concern

The condensed consolidated financial statements have been prepared assuming we will continue to operate as a going concern within one year from the date of issuance of these condensed consolidated financial statements. For the nine months ended September 30, 2026, we incurred a net loss of approximately $42.7 million and had cash provided by operating activities of approximately $29.1 million. We have an accumulated deficit of approximately $284.3 million as of September 30, 2026. Marketing expense was our largest expense for the period ended September 30, 2026 as our intent is to increase Angel Guild memberships and support our theatrical releases. We anticipate that as we continue to grow the business, we will incur operating losses and use cash in operating activities during 2026.

We are working to increase revenues through the growth of Angel Guild memberships, our pipeline of theatrical releases during the final quarter of 2026 and additional streaming agreements. We have historically financed marketing activities for theatrical releases through two primary methods: 1) Regulation A offerings that are tailored to raise money for the print and advertising costs (“P&A”) for specific theatrical releases and 2) P&A loan agreements with individual and institutional investors. During the nine months ended September 30, 2026, the Company did not raise any money from Regulation A offerings and received $20.0 million from P&A loans. During the year ended December 31, 2025, the Company raised $13.2 million from Regulation A offerings and received $84.0 million from P&A loans. During the nine months ended September 30, 2026, the Company paid $68.7 million for the repayments of P&A loans, including interest and paid $5.9 million as a redemption of shares for Regulation A investors, from the proceeds collected from the

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Table of Contents

theatrical releases and other revenues earned. During the year ended December 31, 2025, the Company paid $43.5 million for the repayments of P&A loans, including interest and paid $15.8 million as a redemption of shares for Regulation A investors, from the proceeds collected from the theatrical releases and other revenues earned.

​

Additionally, the Company has raised capital through the sale of its Common Stock, generating $104.1 million of cash during the year ended December 31, 2025. During the nine months ended September 30, 2026, the Company issued Common Stock for aggregate proceeds of $34.6 million and generated approximately $322.7 million in cash from Angel Guild paid memberships. As we continue to grow, we expect that our existing capital resources, including cash, accounts receivables, licensing receivables, recurring revenues from our membership base, the ability to draw on our existing debt facility, and the ability to sell our digital assets if necessary, will be sufficient to meet our operating requirements for at least the next twelve months. While there is no assurance of success, management remains committed to its plans to grow revenues and manage expenses.

Discussion of Operating, Investing, Financing Cash Flows

Operating Activities. Cash flows provided by (used in) operating activities for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, were as follows:

​	​	​	​	​	​	​	​	​	​
​	​	For the nine months ended September 30,					​	​	​
​	​	2026		​	2025		​	Net Change
Net cash and cash equivalents provided by (used in) operating activities	​ ​ ​	$	29,116,725	​ ​ ​	$	(52,455,381)	​ ​ ​	$	81,572,106

​

Cash flows provided by operating activities for the nine months ended September 30, 2026 was $29.1 million compared to cash flows used in operating activities of $52.5 million for the nine months ended September 30, 2025, an increase of $81.6 million. This increase was primarily attributable to 1) growth in net Angel Guild cash received, which is due to increased Guild membership, and 2) lower marketing spend as a percentage of revenue.

Investing Activities. Cash flows used in investing activities for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, were as follows:

​	​	​	​	​	​	​	​	​	​
​	​	For the nine months ended September 30,					​	​	​
​	​	2026		​	2025		​	Net Change
Purchases of property and equipment	​ ​ ​	$	(650,025)	​ ​ ​	$	(375,820)	​ ​ ​	$	(274,205)
Issuance of notes receivable	​		(741,260)	​		(986,387)	​		245,127
Collections of notes receivable	​		581,359	​		520,340	​		61,019
Advances to acquisition target	​		(9,325,876)	​		—	​		(9,325,876)
Acquisitions, net of cash acquired	​	​	(5,777,463)	​	​	—	​	​	(5,777,463)
Sale of digital assets	​	​	—	​	​	99,118	​	​	(99,118)
Purchase of intangible assets	​	​	—	​	​	(3,006,012)	​	​	3,006,012
Additions to internal-use software	​	​	(8,728,148)	​	​	(6,520,079)	​	​	(2,208,069)
Asset Acquisition	​	​	—	​	​	(6,000,000)	​	​	6,000,000
Investments in affiliates	​		—	​		(5,511,002)	​		5,511,002
Return on investments in affiliates	​	​	142,051	​	​	—	​	​	142,051
Net cash and cash equivalents used in investing activities	​	$	(24,499,362)	​	$	(21,779,842)	​	$	(2,719,520)

​

Cash flows used in investing activities for the nine months ended September 30, 2026 was $24.5 million compared to cash flows used in investing activities of $21.8 million for the nine months ended September 30, 2025. The increase of cash flows used was largely due to the advances to certain acquisition targets for $9.3 million, the cash consideration (net of cash acquired) paid as part of the acquisition of Tuttle Twins for $5.8 million, and the increase of additions to internal-use software of $2.2 million, partially offset by the decrease of the asset acquisition of $6.0 million, the decrease in purchases of intangible assets of $3.0 million, and the decrease of investment in affiliates of $5.5 million.

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Table of Contents

Financing Activities. Cash flows provided by (used in) financing activities for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, were as follows:

​	​	​	​	​	​	​	​	​	​
​	​	For the nine months ended September 30,					​	​	​
​	​	2026		​	2025		​	Net Change
Repayment of notes payable	​ ​ ​	$	(68,723,024)	​ ​ ​	$	(63,450,746)	​ ​ ​	$	(5,272,278)
Repayment of loan guarantee	​	​	—	​	​	(10,175,490)	​	​	10,175,490
Receipt of notes payable	​		40,000,000	​		106,166,018	​		(66,166,018)
Repayment of accrued settlement costs	​	​	—	​	​	(207,563)	​	​	207,563
Exercise of stock options	​		1,691,991	​		308,085	​		1,383,906
Issuance of common stock	​		34,627,541	​		102,787,036	​		(68,159,495)
Contribution of equity in noncontrolling interests	​	​	—	​	​	13,730,922	​	​	(13,730,922)
Redemption of equity in noncontrolling interests	​	​	(5,893,505)	​		(15,753,060)	​		9,859,555
Fees related to issuance of common stock and minority interest	​	​	(2,809,733)	​	​	(1,078,856)	​	​	(1,730,877)
Repurchase of common stock	​	​	(1,832,820)	​	​	(132,940)	​	​	(1,699,880)
Debt financing fees	​		(200,000)	​		(1,842,746)	​		1,642,746
Net cash and cash equivalents provided by (used in) financing activities	​	$	(3,139,550)	​	$	130,350,660	​	$	(133,490,210)

​

Cash flows used in financing activities for the nine months ended September 30, 2026 were $3.1 million compared to cash flows provided by financing activities of $130.4 million for the nine months ended September 30, 2025. During the nine months ended September 30, 2026, we raised $40.0 million in notes payable and $34.6 million through issuance of Common Stock. This was partially offset by the repayment of $68.7 million for P&A related notes and a $5.9 million redemption paid for equity in noncontrolling interests. During the nine months ended September 30, 2025, we raised $102.8 million with issuance of our common stock, $13.7 million in equity from noncontrolling interests, and $106.2 million in notes payable. These were offset by the repayment of $36.5 million for P&A related notes, the repayment of $27.0 million of notes payable, a $15.8 million redemption paid for equity in noncontrolling interests and a $10.2 million payment related to a loan guarantee.

Trends and Key Factors Affecting Our Performance

Angel Guild

We launched the Angel Guild in the second quarter of 2023. Since that time the Angel Guild grew to approximately 2.00 million Angel Guild members as of December 31, 2025, accounting for 65.2% of our total revenue in 2025. The Angel Guild grew to approximately 2.94 million Angel Guild members as of September 30, 2026, accounting for 75.1% of our total revenue in 2026. As of September 30, 2026, filmmakers have earned $323.4 million in cumulative royalties.

We attribute the Angel Guild growth to many factors including, but not limited to, new and exclusive content being added regularly to the Angel Guild and marketing optimization and upselling to the Angel App user base. For the nine months ended September 30, 2026, the trailing twelve months average revenue per member was $13.73 per month.

Critical Accounting Estimates

Other than as described below, there have been no material changes to our critical accounting estimates from those described in our Annual Report on Form 10-K for the year ended December 31, 2025. See Note 1 to the condensed consolidated financial statements for information about our significant accounting policies.

Business Combinations, Goodwill and Intangible Assets

During the three and nine months ended September 30, 2026, we completed two acquisitions accounted for as business combinations. Accounting for a business combination requires us to estimate the fair values of the assets acquired and liabilities assumed, including identifiable intangible assets and their estimated useful lives, with any excess of the consideration transferred over the fair value of the net identifiable assets recorded as goodwill. These estimates require significant judgment, including assumptions about future cash flows and the periods over which acquired intangible assets are expected to contribute to revenue. The purchase price allocations are preliminary and subject to revision during the measurement period. Goodwill is not amortized and is tested for impairment at least

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Table of Contents

annually; finite-lived intangible assets are amortized over their estimated useful lives and reviewed for impairment when indicators are present. See Note 2, Business Combinations, for further information.

Off-Balance Sheet Arrangements

As of September 30, 2026, our off-balance sheet arrangements consisted of guarantees of repayment of third-party loans made to independent film production companies that are unconsolidated variable interest entities in which we hold a variable interest but are not the primary beneficiary. We have assessed the risk of payment under these guarantees as low. We had no other off-balance sheet arrangements as of September 30, 2026 that have, or are reasonably likely to have, a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources that is material to investors. See Note 6, Commitments and Contingencies, for our maximum potential future payments under these guarantees and the related recorded guarantee liability.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to market risks in the ordinary course of our business, including changes in interest rates. Historically, fluctuations in interest rates have not had a significant impact on our operating results. As of September 30, 2026, we have not utilized any derivative financial instruments such as futures contracts, options and swaps, forward foreign exchange contracts or interest rate swaps and futures. In addition, any sales we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved. Our exposure to interest rate risk and foreign currency exchange rate changes is increasing but we do not believe it to be material under current accounting guidance.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated, as of September 30, 2026, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2026 to provide reasonable assurance that information required to be disclosed by us in this report filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Exchange Act and is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

We believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Internal Control over Financial Reporting Readiness

As of June 30, 2026, the last business day of the Company’s most recently completed second fiscal quarter, the aggregate market value of the Company's common equity held by non-affiliates exceeded the $75 million threshold under Rule 12b-2 of the Exchange Act. As a result, the Company will be classified as an accelerated filer beginning with its Annual Report on Form 10-K for the fiscal year ending December 31, 2026. In addition, the Company will cease to qualify as an emerging growth company effective with that same Annual Report. Management is responsible for establishing and maintaining adequate internal control over financial reporting and has designed its control framework based on the COSO internal control framework.

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As a result of the foregoing, the Company will be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes‑Oxley Act beginning with its Annual Report on Form 10‑K for the fiscal year ending December 31, 2026. In preparation for this transition, management has commenced a formal internal control readiness program, which includes enhanced documentation of business processes, risk identification, and testing of key controls.

While these efforts are intended to improve the reliability of the Company’s financial reporting, the implementation and testing of internal controls is an ongoing process subject to refinement. Accordingly, management cannot assure that identified deficiencies, if any, will be remediated on a timely basis or that internal control over financial reporting will be effective when auditor attestation is required.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We currently are, and from time to time might again become, involved in litigation. Litigation has the potential to cause us to incur unexpected losses, some of which might not be covered by insurance but can materially affect our financial condition and our ability to continue business operations.

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Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A, “Risk Factors,” in the Form 10-K for the period ended December 31, 2025, as supplemented by the risk factors disclosed in Item 1A, “Risk Factors,” in the Quarterly Reports on Form 10-Q for the periods ended March 31, 2026 and June 30, 2026.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

​ ​ ​ ​ ​	​	​
Exhibit Number	​ ​	Exhibit Description
2.1	​	A&R Agreement and Plan of Merger, dated as of September 17, 2026, by and among Angel Studios, Inc., Angel TCP Merger Sub, LLC, Toothy Cow Productions, LLC and Shining Isle Productions LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-41150) filed on October 1, 2026).
3.1	​	Third Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-41150) filed on June 18, 2026).
3.2	​	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-290281) filed on September 16, 2025).
31.1*	​	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	​	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	​	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.
101	​	The following materials are filed herewith: (i) Inline XBRL Instance, (ii) Inline XBRL Taxonomy Extension Schema, (iii) Inline XBRL Taxonomy Extension Calculation, (iv) XBRL Taxonomy Extension Labels, (v) XBRL Taxonomy Extension Presentation, and (vi) Inline XBRL Taxonomy Extension Definition.
104	​	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

*Filed herewith.​

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

​	​	​	​
​	​ ​ ​	ANGEL STUDIOS, INC.
​	​	​	​
DATE: November 10, 2026	​	​	/s/ Neal Harmon
​	​	​	Neal Harmon
​	​	​	Chief Executive Officer
​	​	​	(Principal Executive Officer)
​	​	​	​
​	​	​	​
DATE: November 10, 2026	​	​	/s/ Scott Klossner
​	​	​	Scott Klossner
​	​	​	Chief Financial Officer
​	​	​	(Principal Financial Officer, Principal Accounting Officer)

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​ ​ ​ ​

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