FreeCast (NASDAQ: CAST) affiliate sells stock and renews $5M convertible note
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
FreeCast, Inc. disclosed that Nextelligence, Inc., an entity controlled by CEO William A. Mobley Jr., sold 506,250 shares of Class A common stock on April 17, 2026 at prices of $4, $6, and $8 per share, leaving it with 10,113,000 shares held indirectly.
On April 20, 2026, Nextelligence converted a Convertible Promissory Note into 484,354 Class A shares, increasing its indirect holdings to 10,597,354 shares. At the same time, FreeCast and Nextelligence renewed a Revolving Convertible Promissory Note with capacity of up to $5,000,000, cancelling the former note and extending its maturity to June 30, 2027.
After conversions, the renewed note had $3,562,012 of principal plus interest outstanding, convertible into 1,149,037 Class A shares at a conversion price of $3.10 per share, with the conversion feature available through maturity.
Positive
- None.
Negative
- None.
Insights
CEO-controlled entity sells shares while deepening debt-equity link via renewed convertible note.
The filing shows Nextelligence, Inc., controlled by FreeCast CEO William Mobley Jr., selling 506,250 shares while also converting debt into 484,354 shares. This combination reduces one debt instrument, modestly reshapes ownership, and keeps the insider’s overall equity exposure large at over 10.5 million shares.
The renewed Revolving Convertible Promissory Note of up to $5,000,000 now matures on June 30, 2027, with $3,562,012 outstanding, convertible into 1,149,037 shares at $3.10. This preserves a sizable potential future issuance tied to the insider lender. The net impact is structurally important but not clearly positive or negative without broader balance sheet context.
Insider Trade Summary
0 shares exercised/converted
Net Sell
4 txns
Insider
MOBLEY WILLIAM A JR, Nextelligence, Inc.
Role
Chief Executive Officer | null
Sold
506,250 shs ($0.00)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Convertible Promissory Note | 0 | $0.00 | -- |
| Other | Renewal Revolving Convertible Promissory Note | 0 | $0.00 | -- |
| Conversion | Class A Common Stock | 484,354 | $0.00 | -- |
| Sale | Class A Common Stock | 506,250 | $0.00 | -- |
Holdings After Transaction:
Convertible Promissory Note — 0 shares (Indirect, By Nextelligence, Inc.);
Renewal Revolving Convertible Promissory Note — 0 shares (Indirect, By Nextelligence, Inc.);
Class A Common Stock — 10,597,354 shares (Indirect, By Nextelligence, Inc.)
Footnotes (1)
- Sold 87,500 shares at $4/share; 200,000 shares at $6/share; and 218,750 shares at $8/share. William A. Mobley, Jr. is an officer, sole director, majority shareholder and holds voting and dispositive control of Nextelligence, Inc. On April 20, 2026, FreeCast and Nextelligence entered into a note that renewed and modified that certain Revolving Convertible Promissory Note between FreeCast and Nextelligence dated November 21, 2025 in the principal amount of up to $5,000,000 (the "Former Note") by extending the maturity date and changing the payment terms with regards to the conversion price of the Former Note only. By renewing the Former Note, the note superseded in its entirety, and was substituted for and in lieu of, the Former Note, and the Former Note was cancelled. Outstanding principal and interest is convertible into shares of FreeCast Class A common stock, par value $0.0001 per share, 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 to FreeCast of its election to convert some or all of the outstanding debt. In connection with Nextelligence and FreeCast entering into the renewal note, Nextelligence delivered written notice to FreeCast on April 20, 2026, of its election to convert: (i) $1,600,000 in outstanding principal into 455,841 shares, based on a conversion price of $3.51; and (ii) $114,052 into 28,513 shares based on a conversion price of $4. As of April 21, 2026, after the above conversions, the aggregate outstanding principal balance plus accrued interest under the note is $3,562,012, which is convertible into 1,149,037 shares based on a conversion price of $3.10. The Renewal Revolving Convertible Promissory Note was entered into on April 20, 2026, and it matures on June 30, 2027. The conversion feature is available any time during that period. See column 2 as this transaction is a conversion. See column 8.
Key Figures
Shares sold: 506,250 shares
Holdings after sale: 10,113,000 shares
Shares from conversion: 484,354 shares
+5 more
8 metrics
Shares sold
506,250 shares
Class A common stock sold on April 17, 2026
Holdings after sale
10,113,000 shares
Class A shares indirectly held by Nextelligence after sale
Shares from conversion
484,354 shares
Class A shares received from Convertible Promissory Note conversion on April 20, 2026
Holdings after conversion
10,597,354 shares
Indirect Class A holdings by Nextelligence after conversion
Revolver capacity
$5,000,000
Maximum principal of Renewal Revolving Convertible Promissory Note
Outstanding note balance
$3,562,012
Principal plus interest outstanding as of April 21, 2026
Shares underlying renewed note
1,149,037 shares
Convertible at price of $3.10 per share
Sale prices
$4, $6, and $8 per share
Prices for 87,500; 200,000; and 218,750 shares sold
Key Terms
Revolving Convertible Promissory Note, conversion price, open-market sale, maturity date, +1 more
5 terms
Revolving Convertible Promissory Note financial
"entered into a note that renewed and modified that certain Revolving Convertible Promissory Note"
conversion price financial
"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.
open-market sale financial
"Sale in open market or private transaction"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
maturity date financial
"by extending the maturity date and changing the payment terms"
The maturity date is the specific day when a loan, bond, or investment reaches its full term and the borrower must repay the borrowed amount in full. It is important for investors because it indicates when they will receive their initial money back and can plan their future financial steps accordingly. Think of it as the due date for a loan or the day a gift card or coupon expires.
principal amount financial
"in the principal amount of up to $5,000,000"
The principal amount is the original sum of money that is borrowed, lent, or invested before any interest, fees, or returns are added. It matters to investors because interest charges, scheduled repayments, and total return are calculated from that base amount — think of it as the price tag on which future costs or gains are built. Knowing the principal helps you compare deals and predict cash flows and risk.
FAQ
What is the size and status of FreeCast (CAST) renewed revolving convertible note?
The renewed Revolving Convertible Promissory Note has capacity up to $5,000,000. As of April 21, 2026, $3,562,012 of principal plus interest was outstanding, convertible into 1,149,037 Class A shares at a conversion price of $3.10 per share.
When does FreeCast (CAST) Renewal Revolving Convertible Promissory Note mature?
The Renewal Revolving Convertible Promissory Note matures on June 30, 2027. Entered on April 20, 2026, it replaced and cancelled the prior revolver and allows conversion into Class A common stock any time before its June 30, 2027 maturity date.
Who controls Nextelligence, Inc. in relation to FreeCast (CAST)?
Nextelligence, Inc. is controlled by CEO William A. Mobley Jr. The filing states he is an officer, sole director, majority shareholder, and holds voting and dispositive control of Nextelligence, which in turn holds and trades FreeCast Class A common stock.
What conversion prices were used in the FreeCast (CAST) debt-to-equity transaction?
Two conversion prices were used: $3.51 and $4 per share. Nextelligence converted $1,600,000 of principal into 455,841 shares at $3.51 and $114,052 into 28,513 shares at $4, totaling 484,354 new Class A shares.