Angel Studios, Inc. (NYSE: ANGX) files $150M ATM stock offering for general purposes

Q: What will Angel Studios, Inc. (ANGX) use the proceeds from this offering for?

Angel Studios, Inc. states that it intends to use the net proceeds from sales of common stock under this at-the-market program for general corporate purposes . Management has broad discretion over how these funds are ultimately applied.

Q: How will this at-the-market offering affect existing shareholders of ANGX?

The company explains that issuing up to $150,000,000 of new common stock could dilute existing shareholders’ ownership. It also notes that the issuance and potential resales of shares may put downward pressure on the trading price of its common stock.

Q: What dilution does the prospectus estimate for new investors in ANGX under the assumed scenario?

Assuming 33,482,142 shares are sold at $4.48 per share for $150,000,000 in gross proceeds, the company estimates an as adjusted net tangible book value of $0.88 per share, resulting in immediate dilution of about $3.60 per share to new investors.

Q: Who are the sales agents for the Angel Studios, Inc. (ANGX) at-the-market program and what are their fees?

The sales agents are Oppenheimer & Co. Inc. , TCBI Securities, Inc. (Texas Capital Securities) , Maxim Group LLC and Roth Capital Partners, LLC . They may receive a commission of up to 3.0% of the gross sales price per share sold through them, plus certain reimbursed expenses.

Q: Is Angel Studios, Inc. (ANGX) required to sell a minimum amount of stock under this at-the-market program?

No. The company states there is no minimum offering amount required. It may sell shares from time to time at its discretion, and there is no obligation for the sales agents to sell a specific number or dollar amount of shares.

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

424B5

Rhea-AI Filing Summary

Angel Studios, Inc. is launching an “at-the-market” equity program to sell up to $150,000,000 of Class A common stock through several sales agents on the NYSE or in negotiated deals. The company may issue shares from time to time, with Oppenheimer, Texas Capital Securities, Maxim Group and Roth Capital Partners acting as sales agents and earning up to 3.0% commissions on gross proceeds.

Based on an illustrative price of $4.48 per share, this would equal about 33,482,142 new shares, leading to immediate dilution of $3.60 per share for new investors compared with the adjusted net tangible book value. Net proceeds are intended for general corporate purposes, and management retains broad discretion over how the capital is deployed. The company notes that share issuances under this program, and potential resales by existing holders, could put pressure on the stock price and dilute existing ownership.

12/05/2025 - 04:05 PM

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-291514

PROSPECTUS SUPPLEMENT

(To Prospectus dated December 4, 2025)

Up to $150,000,000

Common Stock

On December 5, 2025, we entered into an equity distribution agreement (the “Equity Distribution Agreement”), dated as of December 5, 2025, 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 (the “Common Stock”), having an aggregate offering price of up to $150,000,000.

In accordance with the terms of the Equity Distribution Agreement, we may offer and sell shares of our Common Stock at any time and from time to time through the Sales Agents. Sales of the shares, if any, will be made by means of transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including block trades and sales made in ordinary brokers’ transactions on the New York Stock Exchange (“NYSE”) or otherwise at market prices prevailing at the time of the sale, at prices related to prevailing market prices or at negotiated prices.

The Sales Agents will receive from us a commission of up to 3.0% of the gross sales price per share for any shares sold through it under the Equity Distribution Agreement. The net proceeds we receive from the sale of our Common Stock in this offering will be the gross proceeds received from such sales less the commissions and any other costs we may incur in issuing the shares. Subject to the terms and conditions of the Equity Distribution Agreement, the Sales Agents are not required to sell any specific number or dollar amount of shares but will use their commercially reasonable efforts to sell on our behalf any shares to be offered under the Equity Distribution Agreement. Under the terms of the Equity Distribution Agreement, we also may sell shares to the Sales Agents as principals for their own account to the extent permitted under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our common stock is listed on NYSE under the symbol “ANGX.” The last reported sales price per share of our common stock on NYSE on December 3, 2025 was $4.48.

Investing in our common stock involves certain risks. See “Risk Factors” beginning on page S-6 of this prospectus supplement and in the reports we file with the Securities and Exchange Commission (“SEC”) pursuant to the Exchange Act, incorporated by reference in this prospectus supplement and the accompanying prospectus to read about factors you should consider before making an investment in our common stock.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Oppenheimer & Co.

Texas Capital Securities

Maxim Group LLC

Roth Capital Partners

The date of this prospectus supplement is December 5, 2025.

TABLE OF CONTENTS

	Page
PROSPECTUS SUPPLEMENT

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	S-1
ABOUT THIS PROSPECTUS SUPPLEMENT	S-3
SUMMARY	S-4
THE OFFERING	S-5
RISK FACTORS	S-6
USE OF PROCEEDS	S-8
DILUTION	S-9
PLAN OF DISTRIBUTION	S-10
LEGAL MATTERS	S-11
EXPERTS	S-12
WHERE YOU CAN FIND MORE INFORMATION	S-13
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	S-14

PROSPECTUS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	i
ABOUT THIS PROSPECTUS	3
PROSPECTUS SUMMARY	4
RISK FACTORS	6
USE OF PROCEEDS	7
DESCRIPTION OF CAPITAL STOCK	8
DESCRIPTION OF DEBT SECURITIES	12
DESCRIPTION OF WARRANTS	19
PLAN OF DISTRIBUTION	20
WHERE YOU CAN FIND MORE INFORMATION	22
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	23
LEGAL MATTERS	24
EXPERTS	25

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects of Angel Studios, Inc., a Delaware Corporation (the “Company”). These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “continues,” “estimates,” “expects,” “may,” “might,” “will,” “should,” “could,” “seeks,” “plans,” “scheduled,” “possible,” “potential,” “predict,” “anticipates,” “intends,” “aims,” “works,” “focuses,” “aspires,” “strives” or “sets out” or similar expressions.

Forward-looking statements are not guarantees of performance, and the absence of these words does not mean that a statement is not forward looking. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this prospectus, could affect the future results of the Company, and could cause those results or other outcomes to differ materially and adversely from those expressed or implied in the forward-looking statements in this prospectus. Forward-looking statements in this prospectus may include, for example, statements about:

the ability to recognize the anticipated benefits of and successfully deploy the business combination, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably;

the Company’s ability to achieve and maintain profitability in the future;

the Company’s ability to successfully monetize projects;

the Company’s success in retaining or recruiting its officers, key employees or directors;

officers and directors allocating their time to other businesses and potentially having conflicts of interest with the Company’s business;

the Company’s ability to attract and maintain an adequate customer base;

the Company’s ability to create and distribute content that is popular with consumers and affiliates;

the Company’s reliance on a number of partners to make its service available on their devices;

the Company’s ability to continue to develop and enhance its existing technology;

any significant disruption in or unauthorized access to the Company’s computer systems or those of third parties that the Company utilizes in its operations, including those relating to cybersecurity or arising from cyber-attacks;

the Company’s ability to successfully, or profitably, compete with current and new competitors;

the Company’s ability to consummate any interim financing, and the ability of the Company to raise additional capital, if necessary;

the Company’s ability to successfully defend litigation or investigations;

S-1

the ability to maintain the listing of the Company’s Common Stock on the NYSE;

the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors;

changes in applicable laws or regulations;

geopolitical events and general economic conditions; and

other risks and uncertainties set forth in our Quarterly Report filed with the SEC on November 13, 2025 in the section entitled “Risk Factors”, which is incorporated herein by reference, and in other documents we file with the SEC from time to time.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this prospectus supplement are more fully described under the heading “Risk Factors” and elsewhere in this prospectus supplement and the accompanying base prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this prospectus supplement and the accompanying base propsectus describe additional factors that could adversely affect the business, financial condition or results of operations of the Company. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors on its business, or the extent to which any factor or combination of factors may cause actual results to differ materially and adversely from those contained in any forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. These statements speak only as of the date hereof, and the Company undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements of belief and similar statements reflect the beliefs and opinions of the Company on the relevant subject. These statements are based upon information available to the Company as of the date of this prospectus supplement, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information.

S-2

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying base prospectus are part of a registration statement that we have filed with the SEC using a “shelf” registration process. Under this shelf registration process, we may sell shares of common stock and preferred stock, debt securities and/or warrants in one or more offerings.

The $150,000,000 of Common Stock that may be offered, issued and sold under this prospectus supplement is included in the $400,000,000 of securities that may be offered, issued and sold by us pursuant to our shelf registration statement. In connection with such offers and when accompanied by the base prospectus included in the registration statement of which this prospectus supplement forms a part, this prospectus supplement will be deemed a prospectus supplement to such base prospectus.

This prospectus supplement and the accompanying base prospectus describe the terms of this offering of Common Stock and also adds to and updates information contained in the documents incorporated by reference into this prospectus supplement. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in any document incorporated by reference into this prospectus supplement that was filed with the SEC before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date (for example, a document incorporated by reference into this prospectus supplement) the statement in the document having the later date modifies or supersedes the earlier statement.

You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying base prospectus. We have not, and the Sales Agents have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the Sales Agents are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying base prospectus and the documents incorporated by reference in this prospectus supplement, is accurate only as of the date of those respective documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying base prospectus and the documents incorporated by reference in this prospectus supplement, in their entirety before making an investment decision.

References in this prospectus to “our company,” “we,” “our,” and “us” refer to Angel Studios, Inc.

S-3

PROSPECTUS SUMMARY

This summary only highlights the more detailed information appearing elsewhere in this prospectus supplement or incorporated by reference in this prospectus supplement. It may not contain all of the information that is important to you. You should carefully read the entire prospectus supplement and the accompanying base prospectus and the documents incorporated by reference in this prospectus supplement before deciding whether to invest in our securities.

Unless the context indicates otherwise, references in this prospectus supplement to the “Company,” “we,” “us,” “our” and similar terms prior to September 10, 2025 are intended to refer to Angel Studios Legacy, Inc., and after September 10, 2025, to Angel Studios, Inc. and its consolidated subsidiaries.

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, the Angel Guild (“Angel Guild”), is at the heart of this mission.

The Angel Guild votes to select film and TV shows.

The Angel Guild rallies in theaters to support film releases.

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

As of September 30, 2025, through the Angel Guild, approximately 1,600,000 paying members from more than 160 different countries help decide what film and TV projects we will market and distribute.

Pledge to Amplify Light

All Angel 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 or admirable.”

Revenue

We primarily generate revenue from the following sources:

Angel Guild revenue comes from monthly or annual membership fees. Currently there are two possible tiers for membership, “Basic” and “Premium.” Both memberships allow voting for every release, give early access releases. The primary difference is that “Premium” includes two complimentary tickets to every theatrical release and a discount for all merchandise.

Theatrical Distribution revenue comes from releasing our original films with its 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 its 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 our themed products and wholesale products to retail partners.

Founding

Angel Legacy was founded in 2013 by its Chief Executive Officer, Neal Harmon, along with his brothers Daniel, Jeffrey and Jordan, and their cousin, Benton Crane.

Corporate Information

The Company was incorporated in Delaware on April 13, 2021. Our principal executive offices are located at 295 W Center Street Provo, Utah 84601, and our telephone number is (760) 933-8437. Our website address is https://ir.angel.com/. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus supplement and is not incorporated by reference herein. We have included our website address in this prospectus supplement solely for informational purposes.

S-4

THE OFFERING

Issuer	Angel Studios, Inc.

Common Stock Offered by Us	Shares of our Common Stock having an aggregate offering price of up to $150,000,000.

Class A Common Stock to be Outstanding After this Offering	143,106,341 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock”), assuming sales of 33,482,142 shares in this offering at an offering price of $4.48 per share, which was the last reported sales price of our Common Stock on NYSE on December 3, 2025. The actual number of shares issued will vary depending on how many shares of our common stock we choose to sell and the prices at which such sales occur.

Plan of Distribution	“At the market offering” made from time to time through or to the Agents. See the section of this prospectus supplement entitled “Plan of Distribution” beginning on page S-10.

Use of Proceeds	We intend to use the net proceeds from this offering for general corporate purposes. See the section of this prospectus supplement entitled “Use of Proceeds” beginning on page S-8.

Market for Class A Common Stock	Our Class A Common Stock is currently listed on NYSE under the symbol “ANGX.”

Risk Factors	An investment in our securities involves a high degree of risk. Before making an investment decision, investors should carefully consider the information set forth in the section of this prospectus supplement entitled “Risk Factors” beginning on page S-6, as well as the other risks and uncertainties described in the documents that we file with the SEC that are incorporated herein by reference.

The number of shares of Common Stock to be outstanding after this offering is based on 168,631,209 shares issued and outstanding as of September 30, 2025, and excludes, as of such date the following:

17,318,680 shares of our Common Stock reserved for issuance under our 2025 Long-Term Incentive Plan

14,376,933 shares of our Common Stock reserved for issuance for the shares underlying former options which are exercisable into Common Stock.

17,501,124 shares of our Common Stock reserved for issuance upon conversion of the shares underlying former options which are exercisable into Class B common stock, par value $0.0001 per share.

868,252 shares of our Common Stock reserved for issuance upon conversion of a convertible feature on outstanding debt which are exercisable into Common Stock.

748,395 shares of our Common Stock reserved for issuance for the shares of warrant offerings which are exercisable into Common Stock.

S-5

RISK FACTORS

Investing in our Common Stock involves a high degree of risk. You should carefully consider the specific risks sets forth under the caption “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as updated by our subsequent filings, which are incorporated by reference into this prospectus supplement and the accompanying base prospectus, before making an investment decision. Each of the risk factors described in the documents referenced above could adversely affect our business, operating results, financial condition and cash flows, as well as adversely affect the value of an investment in our Common Stock, and the occurrence of any of these risks might cause you to lose all or part of your investment. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations. Please also read carefully the section titled “Special Note Regarding Forward-Looking Statements.” For additional information, please see the sources described under the caption “Where You Can Find More Information.”

The Common Stock offered hereby will be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices.

Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid.

The actual number of shares we will issue under the Equity Distribution Agreement, at any one time or in total, is uncertain.

Subject to certain limitations in the Equity Distribution Agreement and compliance with applicable law, we have the discretion to deliver a sales notice to the Sales Agent at any time throughout the term of the Sales Agreement. The number of shares sold by the Sales Agent after delivering a sales notice will fluctuate based on the market price of the shares of common stock during the sales period and limits we set with the Sales Agent. As the price per share of each share sold will fluctuate based on the market price of our common stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued.

Sales of our Common Stock in this offering or otherwise, or the perception that such sales may occur, could cause the market price of our Common Stock to fall.

We may issue and sell shares of our common stock for aggregate gross proceeds of up to $150,000,000 from time to time in connection with this offering. The issuance and sale from time to time of these new shares of common stock, or our ability to issue these new shares of common stock in this offering, could have the effect of depressing the market price of our common stock.

In addition, we may issue additional shares of our common stock in subsequent public offerings or private placements for general corporate purposes or for other purposes. We are not required to offer any such shares to existing stockholders on a preemptive basis. Therefore, it may not be possible for existing stockholders to participate in such future share issuances, which may dilute the existing stockholders’ interests in us.

Resales of our Common Stock in the public market following this offering may cause the trading price to fall.

Resales of a substantial number of shares of our Common Stock could depress the trading price of our Common Stock. This offering of new shares of our Common Stock could result in resales of our Common Stock by our current stockholders concerned about the potential dilution of their holdings. If our stockholders sell substantial amounts of our Common Stock in the public market following the offering contemplated by this prospectus supplement, the trading price of our Common Stock could fall.

S-6

Management has broad discretion as to the use of net proceeds of this offering, and may not use these net proceeds in a manner desired by our stockholders.

Our management will have broad discretion as to the use of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of the net proceeds of this offering, and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Our needs may change as our business evolves. As a result, the net proceeds to be received in this offering may be used in a manner significantly different from our current expectations. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return.

You may experience immediate and substantial dilution in the net tangible book value per Common Stock you purchase.

The price per Common Stock being offered may be higher than the net tangible book value per common share outstanding prior to this offering. Assuming that an aggregate of 33,482,142 shares are sold at a price of $4.48 per share, the last reported sale price of our common stock on NYSE on December 3, 2025, for aggregate proceeds of up to $150 million in this offering, and after deducting commissions and estimated aggregate offering expenses payable by us, you will suffer immediate dilution of $3.60 per share, representing the difference between the as adjusted net tangible book value per common share as of September 30, 2025 after giving effect to this offering and the assumed offering price. See the section entitled “Dilution” below for a more detailed discussion of the dilution you will incur if you purchase Common Stock in this offering.

S-7

USE OF PROCEEDS

We may issue and sell shares of our Common Stock having aggregate sales proceeds of up to $150,000,000 from time to time. As there is no minimum offering amount required with respect to this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. There can be no assurance that we will be able to sell any shares under or fully utilize the Equity Distribution Agreement with the Sales Agents.

The net proceeds from this offering will depend upon the number of shares of Common Stock sold and the market price at which they are sold. We intend to use any net proceeds from the sales of shares of our Common Stock pursuant to this prospectus supplement for general corporate purposes. The expected use of the net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. Our management will have broad discretion in applying the net proceeds from this offering.

S-8

DILUTION

If you purchase shares of our Common Stock in this offering, you will experience dilution to the extent of the difference between the public offering price per share and the as adjusted net tangible book value per share after giving effect to this offering. We calculate net tangible book value per share by dividing the net tangible book value, which is tangible assets less total liabilities, by the number of outstanding shares of our Common Stock. Dilution represents the difference between the public offering price per share paid by purchasers in this offering and the as adjusted net tangible book value per share of our common stock immediately after giving effect to this offering. Our net tangible book value as of September 30, 2025 was approximately $32.6 million, or $0.19 per share.

After giving further effect to the assumed sale of shares of our common stock in this offering of $150,000,000 in the aggregate at an assumed public offering price of $4.48 per share, and after deducting the commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of September 30, 2025 would have been approximately $177.8 million, or $0.88 per share of Common Stock. This represents an immediate increase in the as adjusted net tangible book value of $0.69 per share to our existing stockholders and an immediate dilution per share of $3.60 to new investors. The following table illustrates this per share dilution to new investors:

Assumed public offering price per share	$	4.48
Net tangible book value per share as of September 30, 2025	$	0.19
Increase in net tangible book value per share attributable to this offering	$	0.69
As adjusted net tangible book value per share after giving effect to this offering	$	0.88
Dilution per share to new investors participating in this offering	$	3.60

For illustrative purposes, the table above assumes that an aggregate of 33,482,143 shares of our Common Stock are sold at an assumed price of $4.48 per share for aggregate gross proceeds of $150,000,000. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed offering price of $4.48 per share shown in the table above, assuming that all shares of our Common Stock in the aggregate amount of $150,000,000 during the remainder of the term of the Equity Distribution Agreement is sold at that price, would result in an increase in net tangible book value per share in this offering from $0.88 to $0.91 per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed offering price of $4.48 per share shown in the table above, assuming that all of our common stock in the aggregate amount of $150,000,000 during the remainder of the term of the Equity Distribution Agreement is sold at that price, would result in a decrease in net tangible book value per share in this offering from $0.88 to $0.84 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only and may differ based on the actual offering price and the actual number of shares sold.

The number of shares of Common Stock to be outstanding after this offering is based on 168,631,209 shares issued and outstanding as of September 30, 2025, and excludes, as of such date the following:

17,318,680 shares of our Common Stock reserved for issuance under our 2025 Long-Term Incentive Plan

14,376,933 shares of our Common Stock reserved for issuance for the shares underlying former options which are exercisable into Common Stock.

17,501,124 shares of our Common Stock reserved for issuance upon conversion of the shares underlying former options which are exercisable into Class B common stock, par value $0.0001 per share.

868,252 shares of our Common Stock reserved for issuance upon conversion of a convertible feature on outstanding debt which are exercisable into Common Stock.

748,395 shares of our Common Stock reserved for issuance for the shares of warrant offerings which are exercisable into Common Stock.

S-9

PLAN OF DISTRIBUTION

We have entered into the Equity Distribution Agreement, or the Distribution Agreement, with Oppenheimer & Co. Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, Maxim Group LLC and Roth Capital Partners, LLC, under which we may issue and sell from time to time shares of our Common Stock having an aggregate offering price of not more than $150,000,000 through Oppenheimer & Co. Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, Texas Capital Securities, Maxim Group LLC and Roth Capital Partners, LLC as our Sales Agents. Sales of the Common Stock, if any, will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act, or in privately negotiated transactions. The Distribution Agreement will be filed as an exhibit to a Current Report on Form 8-K concurrently with the filing of this prospectus supplement and incorporated by reference into this prospectus supplement and the accompanying prospectus.

The applicable Sales Agent will offer our Common Stock at prevailing market prices subject to the terms and conditions of the Distribution Agreement as agreed upon by us and such Sales Agent. We will designate the number of shares which we desire to sell, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in one day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Distribution Agreement, such Agent will use its commercially reasonable efforts, consistent with its sales and trading practices, to sell on our behalf all of the shares of Common Stock requested to be sold by us. We or the Sales Agents may suspend the offering of the Common Stock being made through such Sales Agent under the Distribution Agreement upon proper notice to the other party.

Unless otherwise specified in the applicable placement notice, settlement for sales of our Common Stock will occur on the first trading day (or such earlier day as is industry practice for regular-way trading) following the time at which an acquiror of Common Stock entered into a contract, binding upon such acquiror, to acquire such Common Stock, in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

We will pay the Sales Agents in cash, upon each sale of our shares of Common Stock pursuant to the Distribution Agreement, a commission equal to up to 3.0% of the gross proceeds from each sale of shares of our Common Stock. Because there is no minimum offering amount required as a condition to this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Pursuant to the terms of the Distribution Agreement, we have agreed to reimburse the Agents for the fees and disbursements of its counsel in an amount not to exceed (i) $100,000 in connection with the establishment of the at-the-market offering, and (ii) thereafter, $15,000 on a quarterly basis. We estimate that the total expenses of the offering payable by us, excluding commissions payable to the Sales Agents under the Distribution Agreement, will be approximately $215,000. We will report at least quarterly in respect of any quarter in which sales of our Common Stock were made by or through the Sales Agents under the Distribution Agreement the number of shares of Common Stock sold through the Sales Agents under the Distribution Agreement, the net proceeds to us and the compensation paid by us to such Sales Agent in connection with the sales of Common Stock.

In connection with the sales of Common Stock on our behalf, the Sales Agents will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation paid to such Sales Agent will be deemed to be underwriting commissions or discounts. We have agreed in the Distribution Agreement to provide indemnification and contribution to the Sales Agents against certain liabilities, including liabilities under the Securities Act and the Exchange Act.

The offering of our shares of Common Stock pursuant to the Distribution Agreement will terminate upon the earlier of the (i) sale of all of our shares of Common Stock provided for in this prospectus supplement, or (ii) termination of the Distribution Agreement as permitted therein.

Each Sales Agent and its respective affiliates may in the future provide various investment banking and other financial services for us and our affiliates, for which services they may in the future receive customary fees. To the extent required by Regulation M, the Sales Agents will not engage in any market making activities involving our shares of Common Stock while the offering is ongoing under this prospectus supplement. This summary of the material provisions of the Distribution Agreement does not purport to be a complete statement of its terms and conditions. We are filing a copy of the Distribution Agreement with the SEC on a Current Report on Form 8-K concurrently with the filing of this prospectus supplement.

S-10

LEGAL MATTERS

The validity of the issuance of the shares of common stock offered hereby will be passed upon for us by Mayer Brown LLP, New York, New York. White & Case, LLP, New York, New York, is acting as counsel to the Sales Agents in connection with this offering.

S-11

EXPERTS

The audited financial statements of Angel Legacy as of and for the fiscal years ended December 31, 2024 and 2023 have been incorporated by reference herein in reliance upon the report of Tanner LLC, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. Effective October 31, 2025, Tanner LLC converted to Tanner LLP. Effective November 7, 2025, Tanner LLP succeeded to the registration status of Tanner LLC, the predecessor firm, following the change in legal structure.

The consolidated financial statements of Southport as of December 31, 2024 and 2023 and for each of the two years ended December 31, 2024 incorporated by reference in this prospectus supplement and the accompanying prospectus supplement have been so included in reliance on the reports of BDO USA, P.C., given on the authority of said firm as experts in auditing and accounting. The report on the consolidated financial statements contains an explanatory paragraph regarding Southport’s ability to continue as a going concern.

S-12

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered by this prospectus supplement. This prospectus supplement and the accompanying base prospectus, which relates to a part of such registration statement, do not contain all of the information included in the registration statement. For further information pertaining to us and our securities, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference in this prospectus supplement and the accompanying base propsectus to any of our contracts, agreements or other documents, the references are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement or a report we file under the Exchange Act, you should refer to the copy of the contract or document that has been filed. Each statement in this prospectus supplement and the accompanying base propsectus relating to a contract or document filed as an exhibit to a registration statement or report is qualified in all respects by the filed exhibit.

We are subject to the information requirements of the Exchange Act and file annual, quarterly and current event reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facility at 100 F Street, N.E., Washington, D.C. 20549.

We also maintain a website at https://ir.angel.com/ which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. However, the information contained in or accessible through our website is not part of this prospectus supplement and the accompanying base prospectus or the registration statement of which this prospectus supplement and the accompanying base prospectus form a part, and investors should not rely on such information in making a decision to purchase our common stock in this offering.

S-13

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with the SEC, which means we can disclose important information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus supplement, and certain information that we will later file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below as well as any future filings we make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding, unless otherwise provided therein or herein, documents not deemed “filed” with the SEC and information furnished pursuant to Item 2.02 and Item 7.01 on any Current Report on Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K) after the date of the initial registration statement and prior to the effectiveness of this registration statement, and any filings made after the date of this prospectus supplement until we sell all of the securities under this prospectus supplement. Statements in this prospectus supplement regarding the provisions of certain documents filed with, or incorporated by reference in, the registration statement are not necessarily complete, and reference is made to the actual documents for complete information. The following documents filed with the SEC are incorporated by reference in this prospectus supplement:

our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 15, 2025;

the Annual Report of Angel Legacy on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025;

our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, June 30, 2025 and September 30, 2025, filed with the SEC on May 16, 2025, August 14, 2025 and November 13, 2025, respectively;

the Quarterly Reports of Angel Legacy on Form 10-Q for the quarterly periods ended March 31, 2025 and June 30, 2025, filed with the SEC on May 15, 2025 and August 13, 2025, respectively;

our current reports on Form 8-K and Form 8-K/A, filed with the SEC on August 11, 2025, August 21, 2025, August 25, 2025, September 15, 2025, September 16, 2025, October 8, 2025, October 28, 2025, November 12, 2025, November 20, 2025 and November 21, 2025;

the current reports of Angel Legacy on Form 8-K, filed with the SEC on April 24, 2025, May 7, 2025, May 9, 2025, June 10, 2025, June 16 2025, August 4, 2025, August 15, 2025, September 5, 2025, September 8, 2025 and September 10, 2025; and

the description of our common stock contained in our Registration Statement on Form 8-A, filed on September 10, 2025, including any amendment or reports filed for the purpose of updating such description.

Any statement contained in this prospectus supplement, the accompanying base prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus supplement modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.

Copies of these filings are available at no cost on our website, https://ir.angel.com/. In addition, you may request a copy of these filings and any amendments thereto at no cost, by writing or telephoning us. Those copies will not include exhibits to those documents unless the exhibits are specifically incorporated by reference in the documents or unless you specifically request them. You may also request copies of any exhibits to the registration statement at no cost. Please direct your request to:

Angel Studios, Inc.

295 W Center Street

Provo, Utah 84601

(760) 933-8437

Attention: Legal Department

You should rely only on the information in this prospectus supplement, the accompanying base prospectus and the documents that are incorporated by reference. We have not authorized anyone else to provide you with different information. We are not offering these securities in any state where the offering is prohibited by law. You should not assume that the information in this prospectus, any prospectus supplement, the accompanying the base prospectus or any incorporated document is accurate as of any date other than the date of the document.

S-14

PROSPECTUS

$400,000,000

Common Stock

Preferred Stock

Debt Securities

Warrants

We may from time to time offer, in one or more series, separately or together, the following:

	·	our common stock;
	·	our preferred stock in one or more series;
	·	debt securities in one or more series; and
	·	warrants to purchase our common stock.

The aggregate public offering price of the securities that we may offer through this prospectus will be up to $400,000,000.

We will provide the specific terms of the securities offered by us in supplements to this prospectus, which we will deliver together with the prospectus at the time of sale. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement. Please read this prospectus and the applicable prospectus supplement carefully before you invest in any of our securities.

We may, from time to time, offer and sell these securities directly or through one or more underwriters, agents or dealers, through underwriting syndicates managed or co-managed by one or more underwriters, or directly to purchasers, on or off the New York Stock Exchange (“NYSE”) at prevailing market prices or at privately negotiated prices, on a continuous or delayed basis.

For additional information on the methods of sale, you should refer to the section titled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.

Our common stock is listed on the NYSE under the symbol “ANGX.” On November 11, 2025, the last reported sale price of our common stock was $5.52 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on NYSE or any securities market or other exchange of the securities, if any, covered by the prospectus supplement.

We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements.

Investing in our securities involves risks. Risks associated with an investment in our securities will be described in the applicable prospectus supplement and certain of our filings with the Securities and Exchange Commission, as described under the caption “Risk Factors” on page 6.

None of the Securities and Exchange Commission or any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is December 4, 2025

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	i
ABOUT THIS PROSPECTUS	3
PROSPECTUS SUMMARY	4
RISK FACTORS	6
USE OF PROCEEDS	7
DESCRIPTION OF CAPITAL STOCK	8
DESCRIPTION OF DEBT SECURITIES	12
DESCRIPTION OF WARRANTS	19
PLAN OF DISTRIBUTION	20
WHERE YOU CAN FIND MORE INFORMATION	22
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	23
LEGAL MATTERS	24
EXPERTS	25

No dealer, salesman or other person has been authorized to give any information or to make any representations in connection with the offer made by this prospectus or any prospectus supplement other than those contained in, or incorporated by reference in, this prospectus or any prospectus supplement, and if given or made, such information or representations must not be relied upon as having been authorized by us or any underwriter, agent or dealer. This prospectus or any prospectus supplement does not constitute an offer to sell or a solicitation of any offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in such jurisdiction. The delivery of this prospectus or any prospectus supplement at any time does not imply that the information contained herein or therein is correct as of any time subsequent to their respective dates.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

the ability to recognize the anticipated benefits of and successfully deploy the Business Combination, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably;