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2026-04-10
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 10, 2026
Angel Studios, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware |
|
001-41150 |
|
86-3483780 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| |
|
|
|
|
295 W Center St.
Provo, UT 84601 |
| (Address of principal executive offices) |
| |
| (760) 933-8437 |
| (Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
Securities registered pursuant to Section 12(b) of the 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 |
The New York Stock Exchange |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company x
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.
Angel Studios, Inc., a Delaware corporation (the “Company”),
expects to report revenue for the first quarter of 2026 in the range of $105.0 million to $109.0 million and Adjusted EBITDA (as defined
below) for the first quarter of 2026 in the range of $(4.0) million to $(6.0) million. These preliminary financial estimates are based
on the Company’s current expectations and may be adjusted as a result of, among other things, the completion of customary quarter-end
close review procedures and financial review. The Company expects to report its financial results for the period ending March 31, 2026
during its earnings call for the first quarter of 2026 which is expected to be held in May 2026. Tanner LLP has not audited, reviewed,
compiled, or applied agreed-upon procedures with respect to these preliminary financial estimates. Accordingly, Tanner LLP does not express
an opinion or any other form of assurance with respect thereto. During the course of the preparation of the Company’s financial
statements and related notes as of and for the three months ended March 31, 2026, the Company may identify items that would require it
to make material adjustments to the preliminary financial estimates presented herein. These preliminary financial estimates should not
be viewed as a substitute for full financial statements prepared in accordance with United States generally accepted accounting principles
(“GAAP”) and reviewed by the Company’s independent registered public accounting firm.
“Adjusted EBITDA” is a non-GAAP financial measure defined
by the Company as earnings before interest, taxes, depreciation, amortization, stock compensation expense, and the gain/loss on digital
assets, as well as exceptional items. Management uses Adjusted EBITDA as a supplemental measure of operating performance to evaluate the
performance of the Company’s core 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 loss or any other measure of financial performance
calculated in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures of performance of other
companies in other industries or within the same industry. Investors should exercise caution in comparing our non-GAAP measure to any
similarly titled measure used by other companies. This non-GAAP measure excludes certain items required by GAAP and should not be considered
as an alternative to information reported in accordance with GAAP.
A reconciliation of Adjusted EBITDA to net loss is not available without
unreasonable effort due to the variability, complexity and limited visibility of certain reconciling items. These items include, but are
not limited to, interest expense, income tax expense (benefit), depreciation and amortization, stock-based compensation, restructuring
and other non-recurring charges, transaction-related costs, changes in fair value of financial instruments, and other items that may not
be indicative of our ongoing operating performance. These reconciling items could have a significant and unpredictable impact on our future
GAAP results.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
ANGEL STUDIOS, INC. |
| |
|
|
| Date: April 10, 2026 |
By: |
/s/ Scott Klossner |
| |
|
Name: |
Scott Klossner |
| |
|
Title: |
Chief Financial Officer |
