FreeCast enters $5M insider convertible note

FreeCast, Inc. entered into a Renewal Revolving Convertible Promissory Note with Nextelligence, Inc., an entity controlled by its CEO, William A. Mobley Jr.

Rhea-AI Filing Summary

FreeCast, Inc. entered into a Renewal Revolving Convertible Promissory Note with Nextelligence, Inc., an entity controlled by its CEO, William A. Mobley Jr. The note allows borrowings up to $5,000,000 and is convertible into Class A common stock at the closing market price immediately before any conversion notice.

As of April 21, 2026, loans under the note totaled $3,400,000, and after an additional $500,000 borrowing, the outstanding principal reached $3,900,000 as of April 29, 2026. The debt bears 12% annual interest and matures no later than June 30, 2027, with a default rate of 18%. FreeCast may prepay with five days’ notice, and standard anti-dilution adjustments apply for stock splits or combinations.

Insights

Credit and capital structure analyst

FreeCast adds insider-backed 12% convertible debt, up to $5 million.

FreeCast has a Renewal Revolving Convertible Promissory Note with Nextelligence, controlled by its CEO. The facility allows borrowings up to $5,000,000, carries a 12% annual interest rate, and can convert into Class A shares at the prevailing Nasdaq closing price before conversion.

This structure provides ongoing access to funding but introduces related-party considerations, since the lender is controlled by the chief executive. As of April 29, 2026, principal outstanding was $3,900,000, with maturity no later than June 30, 2027. A higher default rate of 18% applies if covenants are breached or insolvency events occur.

Because the conversion price is tied to future market prices, the eventual number of shares issued, if any, will depend on Nextelligence’s conversion decisions and the stock price at those times. The note also permits prepayment by FreeCast with five days’ notice, which may affect how long this debt and potential equity issuance remain in place.

8-K Event Classification

2 items: 2.03, 9.01

2 items

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Maximum note capacity: $5,000,000 Outstanding principal April 21, 2026: $3,400,000 Outstanding principal April 29, 2026: $3,900,000 +3 more

6 metrics

Maximum note capacity $5,000,000 Principal amount not to exceed under Renewal Revolving Convertible Promissory Note

Outstanding principal April 21, 2026 $3,400,000 Aggregate outstanding principal under the note as of April 21, 2026

Outstanding principal April 29, 2026 $3,900,000 Aggregate outstanding principal under the note as of April 29, 2026

Interest rate 12.0% per annum Fixed annual interest rate on loans made under the note

Default interest rate 18.0% per annum Interest rate after events of default until amounts are paid in full

Maturity date June 30, 2027 Latest date by which outstanding principal and interest are due and payable

Key Terms

Renewal Revolving Convertible Promissory Note, conversion price, Nasdaq Global Market, default interest, +1 more

5 terms

Renewal Revolving Convertible Promissory Note financial

"entered into a Renewal Revolving Convertible Promissory Note, dated April 20, 2026"

conversion price financial

"convertible into shares ... at a conversion price equal to the closing price of a Share"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

Nasdaq Global Market financial

"closing price of a Share on the Nasdaq Global Market on the most recent trading day"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

default interest financial

"will thereafter until paid in full bear interest at a rate per annum equal to 18.0%"

Default interest is an extra, higher interest rate that kicks in when a borrower fails to make required payments or otherwise breaches loan terms. Think of it as a penalty interest or late fee that increases the cost of unpaid debt, causing overdue balances to grow faster. Investors care because default interest raises potential recoveries, affects cash flow timing, and signals heightened credit risk that can change a loan or bond's value.

stock split financial

"In case of a stock split, a stock combination, or a reverse stock split of the Shares"

A stock split increases the number of a company's shares by dividing each existing share into multiple new shares while reducing the price per share by the same proportion, so an investor's total value and ownership percentage stay the same. It matters because lower per-share prices can make trading easier and attract more buyers, similar to breaking a large chocolate bar into smaller pieces to make it easier to share, which can boost liquidity and market interest.

FAQ

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

What new financing did FreeCast (CAST) enter into with Nextelligence?

FreeCast entered a Renewal Revolving Convertible Promissory Note with Nextelligence for up to $5,000,000. This revolving facility provides access to funding that can later be repaid in cash or converted into Class A common stock at market-based prices.

How much is currently outstanding under FreeCast (CAST)’s convertible note?

As of April 29, 2026, FreeCast reported $3,900,000 in outstanding principal under the convertible note. This reflects $3,400,000 outstanding on April 21, 2026 plus an additional $500,000 borrowed afterward, all accruing interest at a fixed 12% annual rate.

What are the key terms of interest and maturity on FreeCast (CAST)’s note?

The note carries a fixed annual interest rate of 12%, with all principal and accrued interest due no later than June 30, 2027. If FreeCast defaults or faces certain insolvency events, the interest rate increases to 18% annually until all amounts are fully repaid.

How is the conversion price determined for FreeCast (CAST)’s convertible note?

At Nextelligence’s option, principal and accrued interest can be converted into Class A common shares at a price equal to the closing share price on Nasdaq on the last trading day before a conversion notice. This ties the conversion rate directly to prevailing market prices.

Is FreeCast (CAST)’s convertible note a related-party transaction?

Yes. The lender, Nextelligence, Inc., is controlled by William A. Mobley Jr., FreeCast’s Chief Executive Officer and Board Chairman. This means the financing arrangement is between the company and an entity affiliated with its senior leadership and majority voting power holder.

Can FreeCast (CAST) prepay the convertible note before maturity?

FreeCast may prepay the note, in whole or in part, at any time, but must give Nextelligence five days’ prior written notice. This flexibility allows the company to reduce or eliminate the 12% interest-bearing debt ahead of the June 30, 2027 maturity date if it chooses.

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

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Accepted by SEC EDGAR 04/29/2026 - 04:02 PM Learn about SEC filing dates

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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): April 24, 2026

FreeCast, Inc.

(Exact name of registrant as specified in its charter)

Florida		001-43122		45-2787251
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

6901 TPC Drive, Suite 100, Orlando, Florida		32822
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (407) 374-1607

n/a

(Former name or former address, if changed since last report)

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 (17CFR 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		Name of each exchange on which registered
Class A Common Stock, par value $0.0001		CAST		The Nasdaq Stock Market LLC

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On April 20, 2026, FreeCast, Inc., a Florida corporation (the “Company,” “we” or “our”) entered into a Renewal Revolving Convertible Promissory Note, dated April 20, 2026, with Nextelligence, Inc. (“Nextelligence”) in the principal amount not to exceed $5 million (the “Note”). Nextelligence is controlled by William A. Mobley, Jr., our Chief Executive Officer, Chairman of our board of directors (the “Board”) and holder of the majority voting power of the Company.

As of April 21, 2026, the aggregate outstanding principal balance of all loans under the Note was $3,400,000. We borrowed an additional aggregate amount of $500,000 under the Note since April 21, 2026. As of April 29, 2026, the aggregate outstanding principal balance of all loans under the Note is $3,900,000.

Under the terms of the Note, in lieu of repayment, at Nextelligence’s option, all or part of the outstanding principal and accrued interest (“Debt”) is convertible into shares of our Class A common stock, par value $0.0001 per share, (“Shares”) at a conversion price equal to the closing price of a Share on the Nasdaq Global Market on the most recent trading day prior to the date Nextelligence delivers written notice of its election to convert, in whole or in part, the principal amount of the Note and accrued and unpaid interest due thereon.

All loans made under the Note accrue interest at a fixed rate per annum equal to 12.0%. The outstanding principal and accrued and unpaid interest under the Note are due and payable no later than June 30, 2027. We have the right to prepay the Note, in whole or in part, at any time; provided, however, we must provide Nextelligence five days prior written notice of our intention to make such prepayment.

If we: (i) fail to comply with any provision under the Note, including, but not limited to, failing to immediately pay all amounts due to Nextelligence when due in accordance with the Note; or (ii) become subject to certain bankruptcy or insolvency events, at the option of Nextelligence, the unpaid principal amount of the Note, accrued interest thereon, any fees or any other sums payable thereunder will thereafter until paid in full bear interest at a rate per annum equal to 18.0%.

In case of a stock split, a stock combination, or a reverse stock split of the Shares, the number of Shares into which any Debt may be converted and the conversion price shall be proportionately adjusted.

The full text of the Note is attached as Exhibit 4.1 hereto and is incorporated by reference herein. You are urged to read said exhibit attached hereto in its entirety.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
4.1		Renewal Revolving Convertible Promissory Note made by FreeCast, Inc. in favor of Nextelligence, Inc., dated April 20, 2026 (incorporated by reference to Exhibit 4.1 to FreeCast, Inc. Current Report on Form 8-K filed on April 22, 2026)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

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.

Date: April 29, 2026	FreeCast, Inc.
	By:	/s/ William A. Mobley, Jr.
		William A. Mobley, Jr.
		Chief Executive Officer

2

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB