FreeCast (NASDAQ: CAST) insider-linked convertible debt reaches $4,689,052

Rhea-AI Filing Summary

FreeCast, Inc. reports a direct financial obligation under a related-party revolving convertible promissory note with Nextelligence, Inc., controlled by its Chief Executive Officer, William A. Mobley, Jr. The aggregate outstanding principal balance under the note is $4,689,052 as of March 23, 2026.

The note bears fixed interest at 12.0% per year, matures no later than June 30, 2026, and allows Nextelligence, at its option, to convert principal and accrued interest into Class A common stock at a conversion price of $8.00 per share. In default or certain bankruptcy events, the interest rate increases to 18.0% per year.

Insights

Credit and capital structure analyst

FreeCast relies on insider-linked, high-rate convertible debt with a near-term maturity.

FreeCast has drawn heavily on a revolving convertible note with Nextelligence, reaching an outstanding principal balance of $4,689,052. The debt carries a fixed 12.0% annual interest rate and must be repaid or otherwise resolved by June 30, 2026, creating a clear near-term cash obligation.

The note is held by an entity controlled by the company’s CEO and majority voting power holder, which concentrates financing and potential equity issuance decisions with an insider. At Nextelligence’s option, the principal and accrued interest can convert into Class A shares at $8.00 per share, which could increase the share count depending on the future stock price and conversion choices.

If FreeCast does not meet the note’s terms or faces specified bankruptcy or insolvency events, the interest rate steps up to 18.0% annually, raising the cost of any unresolved balance. Future company filings can clarify how this obligation is managed as the June 30, 2026 maturity approaches, including any prepayments or conversions.

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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): March 18, 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.

In a Registration Statement on Form S-1, Amendment 9 filed on December 9, 2025, FreeCast, Inc., a Florida corporation (the “Company,” “we” or “our”) disclosed that on November 21, 2025, the Company entered into a revolving convertible promissory note with Nextelligence, Inc.(“Nextelligence”) in the principal amount of not more than $5 million (the “Note”). Nextelligence is controlled by William A. Mobley, Jr., our Chief Executive Officer, Chairman of our board of directors and holder of the majority voting power of the Company.

The aggregate outstanding principal balance of all loans under the Note as of the date we entered into the Note was $1,315,552. We borrowed an additional aggregate amount of $265,000 in three separate draws under the Note from March 11, 2026, through March 19, 2026. As of March 23, 2026, the aggregate outstanding principal balance of all loans under the Note is $4,689,052.

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 (“Shares”) at a conversion price of $8.00 per Share.

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, 2026. 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.

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Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
4.1		Revolving Convertible Promissory Note made by FreeCast, Inc. in favor of Nextelligence, Inc., dated November 21, 2025 made by FreeCast, Inc. (incorporated by reference to Exhibit 4.15 to FreeCast, Inc. Registration Statement on Form S-1, Amendment 9 filed on December 9, 2025)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: March 23, 2026	FreeCast, Inc.
	By:	/s/ William A. Mobley, Jr.
		William A. Mobley, Jr.
		Chief Executive Officer

3

FAQ

What new debt obligation did FreeCast (CAST) disclose?

FreeCast disclosed a revolving convertible promissory note with Nextelligence, Inc., with an outstanding principal balance of $4,689,052 as of March 23, 2026. The note represents a direct financial obligation and is held by an entity controlled by the company’s Chief Executive Officer.

What are the key terms of FreeCast’s convertible note with Nextelligence?

The note carries a fixed interest rate of 12.0% per year and matures no later than June 30, 2026. Nextelligence may convert principal and accrued interest into FreeCast Class A common stock at a conversion price of $8.00 per share, instead of receiving cash repayment.

How much has FreeCast borrowed recently under the Nextelligence note?

FreeCast borrowed an additional aggregate $265,000 in three draws under the note from March 11, 2026 through March 19, 2026. These incremental borrowings raised the outstanding principal balance to $4,689,052 as of March 23, 2026.

What happens if FreeCast defaults on the convertible note?

If FreeCast fails to comply with the note’s provisions or becomes subject to certain bankruptcy or insolvency events, the unpaid principal, accrued interest, fees, and other sums will bear interest at 18.0% per year until fully paid, increasing the cost of the obligation.

How is the FreeCast convertible note related to company insiders?

The lender, Nextelligence, Inc., is controlled by William A. Mobley, Jr., FreeCast’s Chief Executive Officer, Chairman, and holder of majority voting power. This makes the revolving convertible note a related-party financing arrangement between the company and an insider-controlled entity.

Can FreeCast prepay the Nextelligence convertible note?

FreeCast may prepay the note, in whole or in part, at any time, provided it gives five days’ prior written notice to Nextelligence. This prepayment right could allow the company to reduce interest costs or limit potential share conversion before the June 30, 2026 maturity.

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