Harmon Neal Form 3: 22M Class B Shares & Equity Awards at ANGX
Harmon Neal filed an initial Form 3 disclosing his beneficial ownership of Angel Studios, Inc. (ANGX).
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Rhea-AI Filing Summary
Harmon Neal filed an initial Form 3 disclosing his beneficial ownership of Angel Studios, Inc. (ANGX). He is reported as both Director and Chief Executive Officer. The filing shows direct ownership of 22,032,683 shares of Class B common stock and direct ownership of 26,495 shares of Class A common stock, plus an indirect interest in 27,849 Class A shares held by an immediate family member in the same household. The Form 3 also lists multiple stock options and performance stock units that convert to Class B or Class A shares with specific exercise prices and vesting structures, including options exercisable between 2027 and 2031 and PSUs that vest based on stock price milestones through 2035.
Positive
- Transparent initial disclosure of direct and indirect holdings as required under Section 16
- Detailed footnotes explain conversion of pre-business-combination awards and vesting conditions
- Substantial direct Class B ownership is fully reported
Negative
- None.
Insights
TL;DR: Routine initial disclosure showing substantial Class B holdings and long-dated equity incentives.
The Form 3 is a standard Section 16 disclosure for an officer/director reporting beneficial ownership. The most material item is the 22,032,683 shares of Class B common stock held directly, which represents concentrated voting/economic exposure relative to the other reported share classes. The filing also documents multiple stock options and performance stock units with exercise prices from $0.06 to $7.29 and vesting/exercise windows spanning 2027–2035; these create potential future dilution if vested and exercised. No transactions, sales, or transfers are reported on this Form 3; it is an initial ownership statement.
TL;DR: Officer/director dual role disclosed along with family-held indirect interest—standard governance disclosure.
The filer is disclosed as both CEO and a Director, triggering Section 16 reporting obligations. The disclosure of an indirect interest in 27,849 Class A shares through an immediate family member is properly noted and explained. Multiple equity awards include performance-based vesting tied to stock price milestones; these provisions align management incentives with share-price performance. The Form 3 contains required explanatory footnotes describing conversions from pre-merger awards following the business combination.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Holding | Stock Option (right to buy) | -- | -- | -- |
| Holding | Stock Option (right to buy) | -- | -- | -- |
| Holding | Stock Option (right to buy) | -- | -- | -- |
| Holding | Stock Option (right to buy) | -- | -- | -- |
| Holding | Stock Option (right to buy) | -- | -- | -- |
| Holding | Performance Stock Units | -- | -- | -- |
| Holding | Performance Stock Units | -- | -- | -- |
| Holding | Performance Stock Units | -- | -- | -- |
| Holding | Performance Stock Units | -- | -- | -- |
| Holding | Performance Stock Units | -- | -- | -- |
| Holding | Class A Common Stock, par value $0.0001 per share | -- | -- | -- |
| Holding | Class A Common Stock, par value $0.0001 per share | -- | -- | -- |
| Holding | Class B Common Stock, par value $0.0001 per share | -- | -- | -- |
Footnotes (11)
- F1. These shares of Class A Common Stock are held by an immediate family member of Mr. Harmon sharing the same household. Mr. Harmon is thus deemed to hold an indirect pecuniary interest in these shares of Class A Common Stock.
- F2. Prior to the Issuer's business combination (the "Business Combination"), the fully-vested stock options represented the right to purchase 3,500 shares of Angel Legacy, Inc's Class F Common Stock, par value $0.001 per share. Following the Issuer's business combination, the fully-vested stock options converted into the right to purchase 18,726 shares of the Issuer's Class B Common Stock.
- F3. Prior to the Business Combination, the fully-vested stock options represented the right to purchase 35,555 shares of Angel Legacy, Inc's Class F Common Stock, par value $0.001 per share. Following the Issuer's business combination, the fully-vested stock options converted into the right to purchase 190,235 shares of the Issuer's Class B Common Stock.
- F4. Prior to the Business Combination, the fully-vested stock options represented the right to purchase 2,600 shares of Angel Legacy, Inc's Class F Common Stock, par value $0.001 per share. Following the Issuer's business combination, the fully-vested stock options converted into the right to purchase 13,911 shares of the Issuer's Class B Common Stock.
- F5. Prior to the Business Combination, the fully-vested stock options represented the right to purchase 13,158 shares of Angel Legacy, Inc's Class F Common Stock, par value $0.001 per share. Following the Issuer's business combination, the fully-vested stock options converted into the right to purchase 70,401 shares of the Issuer's Class B Common Stock.
- F6. Prior to the Business Combination, the stock options represented the right to purchase 7,000 shares of Angel Legacy, Inc's Class F Common Stock, par value $0.001 per share. Following the Issuer's business combination, the stock options converted into the right to purchase 37,453 shares of the Issuer's Class B Common Stock. Twenty-five percent (25%) of these options vested on November 2, 2022, with the remaining options vesting in equal monthly installments through November 2, 2025.
- F7. Prior to the Business Combination, the performance stock units (PSUs) were granted under Angel Legacy, Inc's. 2023 Performance Equity Plan and represented the right to purchase 25,448 shares of Angel Legacy Inc.'s Class C Common Stock. Following the Business Combination, the PSUs converted into the right to purchase 136,158 shares of the Issuer's Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones.
- F8. Prior to the Business Combination, the performance stock units (PSUs) were granted under Angel Legacy, Inc's. 2023 Performance Equity Plan and represented the right to purchase 4,515 shares of Angel Legacy Inc.'s Class C Common Stock. Following the Business Combination, the PSUs converted into the right to purchase 24,157 shares of the Issuer's Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones.
- F9. Prior to the Business Combination, the performance stock units (PSUs) were granted under Angel Legacy, Inc's. 2023 Performance Equity Plan and represented the right to purchase 47,422 shares of Angel Legacy Inc.'s Class C Common Stock. Following the Business Combination, the PSUs converted into the right to purchase 253,729 shares of the Issuer's Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones.
- F10. Prior to the Business Combination, the performance stock units (PSUs) were granted under Angel Legacy, Inc's. 2023 Performance Equity Plan and represented the right to purchase 7,719 shares of Angel Legacy Inc.'s Class C Common Stock. Following the Business Combination, the PSUs converted into the right to purchase 41,300 shares of the Issuer's Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones.
- F11. Prior to the Business Combination, the performance stock units (PSUs) were granted under Angel Legacy, Inc's. 2023 Performance Equity Plan and represented the right to purchase 2,633 shares of Angel Legacy Inc.'s Class C Common Stock. Following the Business Combination, the PSUs converted into the right to purchase 14,087 shares of the Issuer's Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones.
FAQ
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What equity awards are disclosed and when do they become exercisable?
Does the Form 3 show any sales or transfers of securities?
What explanation is given for the origin of the reported options and PSUs?
AI-generated analysis. How Rhea-AI works. Not financial advice.
