Angel Studios Inc SEC Filings

Angel Studios, Inc. entered into an Equity Distribution Agreement with Oppenheimer & Co., TCBI Securities (Texas Capital Securities), Maxim Group and Roth Capital Partners, allowing the company to offer and sell from time to time up to $150,000,000 of its Class A common stock through an "at-the-market" equity program. Shares may be sold under an effective shelf registration statement and related prospectus and prospectus supplement.

The sales agents will use commercially reasonable efforts to place the stock, and will receive a commission of up to 3.0% of the gross sales price per share. Angel Studios also agreed to reimburse certain legal fees of the agents, including up to $100,000 for establishing the program and $15,000 on a quarterly basis. The agreement includes customary representations, warranties, indemnification and termination provisions, and explicitly states that it does not itself constitute an offer or sale where that would be unlawful.

Angel Studios, Inc. is launching an “at-the-market” equity program to sell up to $150,000,000 of Class A common stock through several sales agents on the NYSE or in negotiated deals. The company may issue shares from time to time, with Oppenheimer, Texas Capital Securities, Maxim Group and Roth Capital Partners acting as sales agents and earning up to 3.0% commissions on gross proceeds.

Based on an illustrative price of $4.48 per share, this would equal about 33,482,142 new shares, leading to immediate dilution of $3.60 per share for new investors compared with the adjusted net tangible book value. Net proceeds are intended for general corporate purposes, and management retains broad discretion over how the capital is deployed. The company notes that share issuances under this program, and potential resales by existing holders, could put pressure on the stock price and dilute existing ownership.

Angel Studios, Inc. has filed a pre-effective amendment to its registration statement on Form S-3 to register for resale up to 10,042,523 shares of common stock on behalf of existing stockholders. These shares include 1,988,093 shares issued under Regulation D, 6,591,748 shares held by parties to a registration rights agreement and certain note investors (including shares issuable on conversion of convertible notes), and up to 1,462,682 shares issuable upon exercise of warrants held by Trinity. All registered shares may be sold from time to time by the selling securityholders, who will decide the timing and method of any sales.

The company will not receive any proceeds from the resale of these shares, though it could receive cash if the Trinity warrants are exercised. As of November 24, 2025, there were 111,053,974 shares of Class A common stock and 57,579,096 shares of Class B common stock outstanding, and the Class A shares trade on the NYSE under the symbol ANGX. The filing also updates the prospectus to incorporate the company’s quarterly report for the period ended September 30, 2025.

Angel Studios, Inc. is registering up to 10,042,523 shares of its Common Stock for resale by existing stockholders under a Form S-1 on Form S-3, Pre-Effective Amendment No. 2. This is a secondary offering, so the company will not receive any proceeds from these sales.

The registered shares include stock issued under Regulation D, shares held by parties to a Registration Rights Agreement (including shares issuable upon conversion of certain convertible notes), and up to 1,462,682 shares issuable upon exercise of Trinity warrants. As of November 24, 2025, 111,053,974 Class A and 57,579,096 Class B shares were outstanding. Angel Studios operates a values-based media distribution platform built around its Angel Guild community and is an emerging growth company with a dual-class share structure listed on the NYSE under the symbol ANGX.

Angel Studios, Inc. (ANGX) announced 2026 compensation arrangements for key executives under its 2025 Long-Term Incentive Plan. The Compensation Committee approved new base salaries effective January 1, 2026, and granted restricted stock units (RSUs) and performance-based restricted stock units (PSUs).

For 2026, President Jordan Harmon will receive a base salary of $430,000, 169,142 RSUs, and 70,695 PSUs. Chief Financial Officer Scott Klossner will receive a base salary of $415,000, 113,549 RSUs, and 58,482 PSUs. Each RSU or PSU represents one share of Class A common stock.

RSUs vest over time, with one-third vesting on November 18, 2026 and the remaining two-thirds in eight equal quarterly installments, subject to continued service. PSUs vest over a ten-year period only if specified average share-price milestones are met and the executive remains employed at the required dates, linking a portion of pay directly to long-term stock performance.

Angel Studios, Inc. (ANGX) announced definitive agreements to acquire three of its highest-performing series: Tuttle Twins, The Wingfeather Saga and Homestead. Each target will become a wholly owned subsidiary through separate mergers, with existing equity holders primarily receiving shares of Angel Class A common stock as consideration.

For Tuttle Twins, Angel currently owns 8.0% of Tuttle Twins Show, LLC and has funded operations with a maximum commitment of $9.5 million, having provided $10.05 million to date. If that merger does not close, post‑September 10, 2025 funding will convert into TTS preferred units at $1.16 per unit. For The Wingfeather Saga, Angel committed up to $11.9 million of funding and has provided $8.4 million so far, which would convert into TCP preferred B units at $1.50 per unit plus warrants if the deal is not completed.

For Homestead, consideration includes Angel stock based on a per share merger formula using $6.13 and additional royalty shares. All three mergers require various member or stockholder approvals, effectiveness of Form S‑4 registration statements and absence of legal prohibitions, and each agreement includes customary covenants, termination rights and outside dates in 2026. Several Angel executives, directors, their family members and affiliated entities hold interests in the targets and will receive Angel stock in these transactions.

Angel Studios, Inc. (ANGX) reported new equity awards to its Chief Financial Officer on a Form 4. On November 18, 2025, the CFO received 113,549 restricted stock units (RSUs) and 58,482 performance stock units (PSUs) under the company’s 2025 Long-Term Incentive Plan.

The RSUs become effective on November 18, 2025 and vest over time: one-third vests on November 18, 2026, with the remaining two-thirds vesting in eight quarterly installments thereafter. Settlement occurs on the second trading day after the company releases quarterly earnings for the applicable quarter. The PSUs, also effective November 18, 2025, vest in 10 equal tranches, each tied to increasing stock price milestones.

Angel Studios, Inc. (ANGX) reported an equity compensation grant to its Chief Operating Officer. On November 18, 2025, the officer received 70,695 Performance Stock Units (PSUs) under the 2025 Long-Term Incentive Plan. These PSUs vest in 10 equal tranches, with each tranche tied to increasing stock price milestones and are scheduled to expire on November 18, 2035.

On the same date, the officer was also granted 245,916 Restricted Stock Units (RSUs) under the 2025 Long-Term Incentive Plan. One-third of these RSUs will vest at the close of business on November 18, 2026, with the remaining two-thirds vesting in eight quarterly installments thereafter. Settlement of vested RSUs will occur on the second trading day following the company’s public release of quarterly earnings for the applicable quarter.

Angel Studios, Inc. (ANGX) reported an equity compensation grant to its Chief Legal Officer on a Form 4. On November 18, 2025, the officer received 140,457 Restricted Stock Units (RSUs) and 58,482 Performance Stock Units (PSUs) under the company’s 2025 Long-Term Incentive Plan.

The RSUs become effective on November 18, 2025 and vest one-third on November 18, 2026, with the remaining two-thirds vesting in eight quarterly installments after that anniversary. Settlement of RSUs occurs on the second trading day following the company’s public release of quarterly earnings in the applicable quarter. The PSUs, also effective November 18, 2025, vest in 10 equal tranches, each tied to increasing stock price milestones.