Angel Studios Form 3: Jeffrey Harmon Reports 21.9M Class B Shares
Jeffrey Harmon, Chief Content Officer of Angel Studios, Inc. (ANGX), filed an initial Form 3 reporting his and household-affiliated holdings following a reportable event dated 09/10/2025.
Sentiment and the balance of points
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Rhea-AI Filing Summary
Jeffrey Harmon, Chief Content Officer of Angel Studios, Inc. (ANGX), filed an initial Form 3 reporting his and household-affiliated holdings following a reportable event dated 09/10/2025. He directly holds 26,324 shares of Class A common stock and 21,911,388 shares of Class B common stock. He also reports an indirect pecuniary interest in 319,101 Class A shares held by an immediate family member in the same household. Several stock options and performance stock units converted after a prior business combination and now cover both Class A and Class B shares, including fully vested options exercisable in 2028, and multiple performance stock unit grants that convert to Class A shares and vest based on stock-price milestones.
Positive
- Large direct ownership of Class B common stock (21,911,388 shares) indicating strong insider alignment with company interests
- Performance stock units convert into Class A shares and vest on stock-price milestones, aligning compensation with shareholder value
- Some options fully vested (e.g., exercisable 06/06/2028 for 221,942 Class B shares) which provides clear, documented exercise rights
Negative
- None.
Insights
TL;DR Significant insider stake in Class B shares and multiple equity awards create concentrated insider ownership and long-term, milestone-linked incentives.
The filing shows Mr. Harmon directly controls a large block of Class B common stock (21,911,388 shares), indicating substantial voting/ownership concentration typical of founders/executives in dual-class structures. He also holds direct and indirect economic interests in Class A shares and multiple option and PSU grants that converted after a business combination. The PSUs vest in tranches tied to stock-price milestones, which aligns management incentives with share-price performance. Several option grants are fully vested and exercisable at low strike prices, implying potential future dilution if exercised.
TL;DR Routine Section 16 reporting; disclosure highlights concentrated insider control and performance-linked compensation structure.
This Form 3 is a standard initial beneficial ownership disclosure under Section 16. Key governance implications are the large direct Class B holding and the conversion of legacy equity awards into the Issuer's Class A and B shares after the business combination. The use of PSUs that vest on increasing stock-price milestones indicates governance preference for pay-for-performance. No departures, litigation, or other governance actions are disclosed in this filing.
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 | 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 (10)
- 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 41,481 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 221,942 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 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. These 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 stock options exercisable for shares of Class B Common Stock.
- F4. 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
- F5. 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.
- F6. 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 25,549 shares of Angel Legacy Inc.'s Class C Common Stock. Following the Business Combination, the PSUs converted into the right to purchase 136,698 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.
- 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 6,061 shares of Angel Legacy Inc.'s Class C Common Stock. Following the Business Combination, the PSUs converted into the right to purchase 32,429 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 36,031 shares of Angel Legacy Inc.'s Class C Common Stock. Following the Business Combination, the PSUs converted into the right to purchase 192,782 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 7,606 shares of Angel Legacy Inc.'s Class C Common Stock. Following the Business Combination, the PSUs converted into the right to purchase 40,695 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 3,371 shares of Angel Legacy Inc.'s Class C Common Stock. Following the Business Combination, the PSUs converted into the right to purchase 18,036 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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Who filed this Form 3 and what is their role at the company?
Does the reporting person have any indirect holdings?
What types of derivative awards are disclosed and any exercisable dates?
Were the equity awards converted from a prior entity after a business combination?
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