Who approved Angel Studios’ amended charter related to Class B shares?

A special committee of the board independently evaluated the changes and recommended approval. The full board then approved the amended charter, and a majority of Class B stockholders also consented, satisfying both board-level and controlling-shareholder approval requirements for the amendment.

Angel Studios updates Class B share conversion rules

Angel Studios, Inc. amended its certificate of incorporation to change how its Class B common stock converts into Class A shares after certain transfers or upon a holder’s death or permanent incapacity.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Angel Studios, Inc. amended its certificate of incorporation to change how its Class B common stock converts into Class A shares after certain transfers or upon a holder’s death or permanent incapacity. The changes create new “Permitted Transferee” categories, including certain Delaware noncharitable purpose trusts and irrevocable estate-planning trusts.

Class B shares held by these qualifying trusts will no longer automatically convert to Class A on death or permanent incapacity, as long as the trusts continue to meet requirements in the amended charter. The board approved the amendment following a special committee’s independent review, and a majority of Class B stockholders consented, making the amendment effective upon filing.

Insights

Angel Studios adjusts dual-class share rules to accommodate estate-planning trusts while preserving control structure.

Angel Studios revised its charter so that Class B common stock held by specified Delaware purpose trusts and estate-planning trusts does not automatically convert into Class A shares on certain transfers or on a holder’s death or permanent incapacity, if those trusts meet defined conditions.

A special board committee recommended the change, and a majority of Class B holders approved it, indicating alignment among controlling shareholders. This adjustment refines long-term control and succession mechanics for Class B ownership; future governance outcomes will reflect how widely these trust structures are used.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Class B shares outstanding: 56,735,246 shares Consenting Class B shares: 43,944,071 shares Consent percentage: 77.45% +2 more

5 metrics

Class B shares outstanding 56,735,246 shares Class B Common Stock outstanding as of June 17, 2026

Consenting Class B shares 43,944,071 shares Class B Common Stock whose holders consented to the amendment

Consent percentage 77.45% Portion of outstanding Class B Common Stock approving the amended charter

Par value Class A $0.0001 per share Par value of Class A common stock

Par value Class B $0.0001 per share Par value of Class B common stock

Key Terms

Class B Common Stock, Permitted Transferee, Qualifying Purpose Trusts, Qualifying Estate Planning Trusts, +1 more

5 terms

Class B Common Stock financial

"On June 17, 2026, there were 56,735,246 shares of Class B Common Stock outstanding."

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Permitted Transferee financial

"The amendments add new Permitted Transferee (as defined in the Amended Charter) categories"

Qualifying Purpose Trusts financial

"categories for certain Delaware noncharitable purpose trusts (“Qualifying Purpose Trusts”)"

Qualifying Estate Planning Trusts financial

"and certain irrevocable trusts used for estate planning purposes (“Qualifying Estate Planning Trusts”)"

Third Amended and Restated Certificate of Incorporation regulatory

"filed a Third Amended and Restated Certificate of Incorporation (the “Amended Charter”)"

FAQ

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

What did Angel Studios (ANGX) change in its charter on June 17, 2026?

Angel Studios amended its certificate of incorporation to revise automatic conversion rules for Class B common stock. The change focuses on when Class B shares convert into Class A following certain transfers or an owner’s death or permanent incapacity, especially if held through qualifying trusts.

How does the amendment affect Angel Studios’ Class B Common Stock (ANGX)?

The amendment adds new Permitted Transferee categories so some trust-held Class B shares no longer automatically convert to Class A in death or incapacity scenarios. These protections apply only if the trusts continue meeting detailed requirements set out in the amended charter language.

What are Qualifying Purpose Trusts and Qualifying Estate Planning Trusts for ANGX?

The amendment recognizes Delaware noncharitable purpose trusts as Qualifying Purpose Trusts and certain irrevocable estate-planning trusts as Qualifying Estate Planning Trusts. Class B shares held by these trusts can avoid automatic conversion, provided they satisfy the ongoing conditions defined in the amended charter.

How many Angel Studios Class B shares supported the charter amendment?

On June 17, 2026, there were 56,735,246 Class B shares outstanding, and holders of 43,944,071 Class B shares consented. This represented 77.45% of the outstanding Class B Common Stock, reflecting strong support among that class’s stockholders.

When did Angel Studios’ amended charter become effective?

The Third Amended and Restated Certificate of Incorporation became effective immediately upon filing with the Delaware Secretary of State. That filing occurred on June 17, 2026, after receiving approvals from both the board of directors and a majority of Class B stockholders.

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

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Accepted by SEC EDGAR 06/17/2026 - 07:45 PM

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): June 17, 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 obligation 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 ☒

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. ☐


Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 17, 2026, Angel Studios, Inc. (the “Company”) filed a Third Amended and Restated Certificate of Incorporation (the “Amended Charter”) with the Secretary of State of the State of Delaware to revise certain provisions relating to the automatic conversion of shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), into shares of Class A common stock, par value $0.0001 per share, upon the occurrence of certain transfers of Class B Common Stock or upon the death or permanent incapacity of a holder.

The amendments add new Permitted Transferee (as defined in the Amended Charter) categories for certain Delaware noncharitable purpose trusts (“Qualifying Purpose Trusts”) and certain irrevocable trusts used for estate planning purposes (“Qualifying Estate Planning Trusts”), and modify the death and permanent incapacity conversion provisions such that Class B Common Stock held by Qualifying Purpose Trusts or Qualifying Estate Planning Trusts will not be subject to automatic conversion, subject to such trusts’ continuing compliance with the requirements set forth in the Amended Charter.

The Amended Charter was approved by the Board of Directors of the Company on June 16, 2026, upon the recommendation of a special committee of the Board following its independent evaluation of the Amended Charter and determining that the Amended Charter is advisable and in the best interests of the Company and its stockholders. The Amended Charter was approved on June 17 by the majority of Class B stockholders as described in Item 5.07. The Amended Charter became effective immediately upon filing.

The foregoing description of the Amended Charter is qualified in its entirety by reference to the full text of the Amended Charter, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.


Item 5.07	Submission of Matters to a Vote of Security Holders

On June 17, 2026, there were 56,735,246 shares of Class B Common Stock outstanding. Stockholders holding an aggregate of 43,944,071 shares of Class B Common Stock, representing 77.45% of the outstanding Class B Common Stock, consented to the adoption of the Amended Charter.


Item 9.01	Financial Statements and Exhibits

(d) Exhibits

of Exhibit
Exhibit No.		Description of Exhibit
3.1		Third Amended and Restated Certificate of Incorporation of Angel Studios, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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: June 18, 2026	By:	/s/ Scott Klossner
		Scott Klossner
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Angel Studios updates Class B share conversion rules

Rhea-AI Filing Summary

Positive

Negative