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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):
October 22, 2025
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.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Election of New Directors
On October 22, 2025, the Board of Directors (the “Board”)
of Angel Studios, Inc. (the “Company”) voted to increase the size of the Board from five (5) to seven (7) directors.
In connection with that action, the Board elected Katie Liljenquist
and Benton Crane to fill the two newly created directorships, effective immediately. Each of Ms. Liljenquist and Mr. Crane will serve
until the next annual meeting of stockholders or until their successors are duly elected and qualified. As of the date hereof, the Board
has not appointed Ms. Liljenquist or Mr. Crane to any committees of the Board and thus information about their committee service is not
yet determined. For their service on the Board, Ms. Liljenquist and Mr. Crane will receive compensation consistent with that of other
non-employee directors, as discussed below.
Neither Ms. Liljenquist nor Mr. Crane was selected pursuant to any
arrangement or understanding with any other person. Ms. Liljenquist previously served as a director of Angel Studios, Inc. (“Legacy
Angel”) prior to the business combination with Southport Acquisition Corporation. Mr. Crane, who is the cousin of the Company’s
Chief Executive Officer, President, and Chief Content Officer, was one of the original founders of Legacy Angel. The Board has not yet
made a determination with respect to whether there are any transactions with either Ms. Liljenquist or Mr. Crane that would require disclosure
under Item 404(a) of Regulation S-K, nor with respect to Ms. Liljenquist’s or Mr. Crane’s independence.
Director Compensation
On October 22, 2025, the Board approved annual director compensation
for all non-employee directors, including Ms. Liljenquist and Mr. Crane. Each non-employee director was awarded an annual cash retainer
of $ 50,000, payable quarterly, as well as an additional annual cash retainer of $15,000 for the Chair of the Audit Committee. Each non-employee
director also received an equity award, effective October 23, 2025, under the Company’s 2025 Long-Term Incentive Plan in the form
of restricted stock units (RSUs) covering shares of the Company’s common stock. The RSU award for each non-employee director will
have an aggregate grant-date fair value of approximately $75,000 and will vest in equal quarterly installments over one year of continued
Board service and are governed by the Company’s standard Restricted Stock Unit Agreement.
No other compensatory arrangements were entered into with any director
in connection with these awards.
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: October 28, 2025 |
By: |
/s/ Scott Klossner |
| |
|
Scott Klossner |
| |
|
Chief Financial Officer |
