FreeCast CEO reports 93.1% beneficial ownership stake

FreeCast, Inc. filed a Schedule 13D showing concentrated insider control by its CEO.

Rhea-AI Filing Summary

FreeCast, Inc. filed a Schedule 13D showing concentrated insider control by its CEO. William A. Mobley, Jr. reports beneficial ownership of 25,077,393 shares of Class A common stock equivalents, representing 93.1% of the issuer’s outstanding shares when including options, convertible notes, and Class B share conversions.

Mobley’s stake reflects direct holdings, joint holdings with his spouse, interests via Public Wire, LLC and Telebrands, and substantial ownership through Nextelligence, Inc., where he is CEO, sole director and majority shareholder. Nextelligence itself beneficially owns 11,026,880 Class A shares, or 40.9% of the class.

The filing also outlines prior equity-related transactions, including option grants, a 2024 debt conversion into Class B shares, a large 2024 share distribution from Nextelligence to its shareholders, and a revolving 12% convertible promissory note of up to $5 million, convertible into Class A stock, with outstanding principal and interest of $3,261,042 as of February 13, 2026. The reporting persons state they hold the shares for investment and with the purpose of exercising control.

Insights

Equity ownership and governance analyst

FreeCast’s CEO discloses a highly concentrated control position.

The Schedule 13D shows William A. Mobley, Jr. beneficially owning 25,077,393 Class A common stock equivalents, or 93.1% of FreeCast’s equity, when combining direct, joint, and entity-based holdings plus options and convertible securities.

Control is reinforced by high-vote Class B shares, each carrying 15 votes and convertible into Class A stock, along with 10,619,250 Class A shares and a 12% convertible note held by Nextelligence, Inc., which Mobley controls. This structure centralizes both voting power and economic exposure.

The filing also details a revolving convertible promissory note of up to $5 million, with outstanding principal and interest of $3,261,042 as of February 13, 2026, convertible at $8.00 per Class A share. Future company disclosures may further describe how this note affects capitalization and governance as it approaches its June 30, 2026 maturity.

FAQ

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

How much of FreeCast, Inc. (CAST) does CEO William A. Mobley, Jr. beneficially own?

William A. Mobley, Jr. beneficially owns 25,077,393 Class A common stock equivalents, representing about 93.1% of FreeCast’s outstanding shares. This figure includes direct and joint holdings, options, Class B share conversions, and securities held through entities he controls, such as Nextelligence, Inc.

What is Nextelligence, Inc.’s ownership stake in FreeCast, Inc. (CAST)?

Nextelligence, Inc. beneficially owns 11,026,880 shares of Class A common stock, representing 40.9% of that class. Its holdings include 10,619,250 Class A shares and 407,630 Class A shares underlying an immediately convertible 12% promissory note, all under William Mobley’s control.

How do FreeCast, Inc. (CAST) Class B shares affect William Mobley’s control?

Each Class B common share carries 15 votes and is convertible into one Class A share. William Mobley holds Class B shares directly, jointly with his spouse, and via entities, significantly increasing his voting power and reinforcing effective control over FreeCast’s shareholder decisions.

What are the key terms of the Nextelligence 12% convertible note with FreeCast (CAST)?

Nextelligence holds a revolving convertible promissory note for up to $5 million, maturing on June 30, 2026, with 12% annual interest and 18% default interest. As of February 13, 2026, $3,261,042 of principal and interest is outstanding, convertible at $8.00 per Class A share.

Why did William Mobley and Nextelligence file a Schedule 13D for FreeCast, Inc. (CAST)?

They filed Schedule 13D to disclose beneficial ownership and control intentions in FreeCast. The filing states the securities were acquired for investment purposes and with the purpose of exercising control, detailing their aggregate holdings and voting and dispositive powers over the company’s stock.

What prior equity transactions involving William Mobley and Nextelligence are disclosed for FreeCast (CAST)?

Disclosed items include a 2021 option grant for 125,004 shares at $4.00, a 2024 debt conversion into 29,679 Class B shares, a July 2024 distribution of 9,623,543 Class A shares from Nextelligence to shareholders, and the November 2025 12% revolving convertible note.

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

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Accepted by SEC EDGAR 02/13/2026 - 06:26 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

FreeCast, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

35632L303

(CUSIP Number)

William A. Mobley, Jr.
Nextelligence, Inc., 6901 TPC Drive, Suite 200
Orlando, FL, 32822
(407) 374-1607

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/11/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 35632L303

1

Name of reporting person

William A. Mobley, Jr.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 14,050,644.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 14,050,644.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

25,077,524.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

93.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The amounts provided in Item 7 and 9 include (i) 6,110,991 shares of Class B Common Stock held of record by Mr. Mobley; (ii) 125,004 shares of Class A Common Stock underlying immediately exercisable options held of record by Mr. Mobley; (iii) 7,782,970 shares of Class B Common Stock held of record jointly by Mr. Mobley and his spouse, Michele Mobley; (vi) 29,679 shares of Class B Common Stock held of record by Public Wire, LLC, of which Mr. Mobley is the manager and sole member; and (v) 2,000 shares of Class B Common Stock held of record by Telebrands for which Mr. Mobley acts as trustee pursuant to a Voting Trust Agreement. Mr. Mobley may be deemed to be the beneficial owner of the securities held of record by Telebrands Corp. and subject to the Voting Trust Agreement by virtue of his position as trustee thereof. Mr. Mobley disclaims beneficial ownership of the securities held of record by Telebrands for which he acts as trustee pursuant to the Voting Trust Agreement. Each share of Class B Common Stock is entitled to 15 votes and may be converted at any time into one share of Class A Common Stock. Each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon any sale or transfer thereof, subject to certain exceptions, such as certain transfer effected for estate planning or charitable purposes. (2) The amount provided in Item 11 includes the amounts provided in Item 7 and 9, as well as (i) 10,619,250 shares of Class A Common Stock held of record by Nextelligence and (ii) 407,630 shares of Class A Common Stock underlying an immediately 12% convertible promissory note held by Nextelligence, for which Mr. Mobley is the CEO, sole director and majority shareholder. (3) The percentage provided in Item 13 is calculated based on (i) 26,931,820 shares of Class A Common Stock and 13,925,640 shares of Class B Common Stock outstanding as of January 19, 2026, as well as (ii) 125,004 shares of Class A Common Stock issuable upon exercise of stock options within 60 days, (iii) 13,925,640 shares of Class B Common Stock convertible into shares of Series A Common Stock within 60 days and (iv) 407,630 shares of Series A Common Stock upon conversion of 12% convertible promissory notes within 60 days. The percentage reflected in the table above is rounded to the nearest tenth (one place after the decimal point) in accordance with the instructions to Schedule 13D.

SCHEDULE 13D

CUSIP No. 35632L303

1

Name of reporting person

Nextelligence, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,026,880.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 11,026,880.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

11,026,880.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

40.9 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) The amounts provided in Item 7 and 9 includes the amounts provided in Item 7 and 9, as well as (i) 10,619,250 shares of Class A Common Stock held of record by Nextelligence and (ii) 407,630 shares of Class A Common Stock underlying an immediately 12% convertible promissory note held by Nextelligence, for which Mr. Mobley is the CEO, sole director and majority shareholder. (2) The percentage provided in Item 13 is calculated based on (i) 26,931,820 shares of Class A Common Stock and (ii) 407,630 shares of Series A Common Stock upon conversion of 12% convertible promissory notes within 60 days. The percentage reflected in the table above is rounded to the nearest tenth (one place after the decimal point) in accordance with the instructions to Schedule 13D.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: FreeCast, Inc.
(c)	Address of Issuer's Principal Executive Offices: 6901 TPC Drive, Suite 200, Orlando, FLORIDA , 32822.
Item 2.	Identity and Background
(a)	This 13D is filed on behalf of William A. Mobley, Jr. and Nextelligence, Inc. (together, the "Reporting Persons").
(b)	The principal business address of the Reporting Persons is 6901 TPC Drive, Suite 200, Orlando, FL 32822.
(c)	Mr. William A. Mobley, Jr. is employed by Issuer as its Chief Executive Officer.
(d)	During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons (or their directors, officers, or controllers, if applicable) have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f)	Mr. Mobley is a citizen of the United States of America. Nextelligence, Inc. was organized in the State of Delaware.
Item 3.	Source and Amount of Funds or Other Consideration
	On June 25, 2021, the Issuer granted Mr. Mobley options to purchase an aggregate of 125,004 shares of our Class B Common Stock at an exercise price of $4.00 per share. On March 29, 2024, the Issuer entered into a "Debt Conversion Agreement" with Public Wire to convert the outstanding principal and interest of the note payable at a conversion price of $4.00 per share. The total outstanding principal of $89,289 and accrued interest of $29,425, total of $118,714, was converted into 29,679 shares of Class B Common Stock. On July 29, 2024, Nextelligence, Inc., distributed 9,623,543 shares of Class A Common Stock to its shareholders including 7,782,970 of the shares to the Issuer's Chief Executive Officer, Mr. Mobley, which upon receipt, were automatically reclassified as Class B common stock. On November 21, 2025, Nextelligence, Inc. entered into a revolving convertible promissory note with the Issuer for up to $5 million that matures on June 30, 2026, with an interest rate of 12% per annum, and a default interest rate of 18% per annum. As of February 13, 2026 the outstanding principal and interest is $3,261,042. The Convertible Promissory Note is convertible at $8.00 per share of Class A Common Stock.
Item 4.	Purpose of Transaction
	The Reporting Persons acquired the shares of Common Stock for investment purposes and with the purpose of exercising control.
Item 5.	Interest in Securities of the Issuer
(a)	The beneficial ownership percentages disclosed below are based on (i) 26,931,820 shares of Class A Common Stock and 13,925,640 shares of Class B Common Stock outstanding as of January 19, 2026, as well as (ii) 125,004 shares of Class A Common Stock issuable upon exercise of stock options within 60 days, (iii) 13,925,640 shares of Class B Common Stock convertible into shares of Series A Common Stock within 60 days and (iv) 407,630 shares of Series A Common Stock upon conversion of 12% convertible promissory notes within 60 days. Mr. Mobley is the beneficial owner of 25,077,393 shares of Class A Common Stock representing 93.1% of the shares outstanding of the Issuer, including (i) 6,110,991 shares of Class B Common Stock held of record by Mr. Mobley; (ii) 125,004 shares of Class A Common Stock underlying immediately exercisable options held of record by Mr. Mobley; (iii) 7,782,970 shares of Class B Common Stock held of record jointly by Mr. Mobley and his spouse, Michele Mobley; (iv) 29,679 shares of Class B Common Stock held of record by Public Wire, LLC, of which Mr. Mobley is the manager and sole member; (v) 10,619,250 shares of Class A Common Stock and 407,630 shares of Class A Common Stock underlying an immediately 12% convertible promissory note held by Nextelligence, for which Mr. Mobley is the CEO, sole director and majority shareholder; (vi) 2,000 shares of Class B Common Stock held of record by Telebrands for which Mr. Mobley acts as trustee pursuant to a Voting Trust Agreement. Mr. Mobley may be deemed to be the beneficial owner of the securities held of record by Telebrands Corp. and subject to the Voting Trust Agreement by virtue of his position as trustee thereof. Mr. Mobley disclaims beneficial ownership of the securities held of record by Telebrands for which he acts as trustee pursuant to the Voting Trust Agreement. Each share of Class B Common Stock is entitled to 15 votes and may be converted at any time into one share of Class A Common Stock. Each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon any sale or transfer thereof, subject to certain exceptions, such as certain transfer effected for estate planning or charitable purposes.
(b)	The Reporting Persons have voting and dispositive power over the Issuer's securities as described above in Item 5(a).
(c)	Except as described in this Schedule 13D under Item 3 above, the Reporting Persons did not engage in any transactions in shares of the Company's Class A Common Stock during the past 60 days.
(d)	Not Applicable.
(e)	Not Applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not Applicable.
Item 7.	Material to be Filed as Exhibits.
	None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

William A. Mobley, Jr.

Signature:	/s/ William A. Mobley, Jr.
Name/Title:	William A. Mobley, Jr.
Date:	02/13/2026

Nextelligence, Inc.

Signature:	/s/ William A. Mobley, Jr.
Name/Title:	William A. Mobley, Jr., Chief Executive Officer
Date:	02/13/2026