Angel Studios (ANGX) tightens credit covenants and targets $30M equity

Rhea-AI Filing Summary

Angel Studios, Inc. has amended and ratified its Loan and Security Agreement with Trinity Capital and other lenders through a First Credit Facility Amendment effective as of September 9, 2025. This follows a September 10, 2025 business combination in which Angel Studios assumed all liabilities and obligations of the original borrower under the credit facility.

The amendment also reflects the formation of a joint venture and its acquisition of rights, titles and interests in the animated feature film provisionally entitled DAVID. Key financial covenants were revised, including setting the required liquidity level at $30,000,000.

In addition, the company must provide evidence to the administrative agent that it has received net cash proceeds of an additional $30,000,000 from the sale or issuance of Angel Studios’ equity interests between January 1, 2025 and June 30, 2026, on terms and conditions satisfactory to the administrative agent.

Insights

Credit facilities and capital structure analyst

Angel Studios tightens credit covenants and targets $30M equity inflow.

The amendment confirms that Angel Studios now directly carries the obligations under its existing credit facility after the business combination and joint venture related to the animated film DAVID. The lenders and Trinity Capital remain in place under updated terms.

Two terms stand out: the required liquidity level is set at $30,000,000, and the company must demonstrate net cash proceeds of an additional $30,000,000 from equity sales between January 1, 2025 and June 30, 2026. These conditions create clear balance sheet and capital-raising benchmarks.

Actual impact will hinge on Angel Studios’ ability to raise equity on terms satisfactory to the administrative agent and to maintain the new liquidity threshold. Subsequent disclosures, such as the referenced Form 10-K that will include the amended agreement, may provide further detail on covenant tests and flexibility.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): February 17, 2026

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Angel Studios, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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Delaware	​ ​ ​	001-41150	​ ​ ​	86-3483780
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

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295 W Center St.
Provo, UT 84601

(Address of principal executive offices)

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(760) 933-8437

(Registrant’s telephone number, including area code)

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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:

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☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	ANGX	The New York Stock Exchange

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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).

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Emerging growth company ☒

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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. ☐

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Item 1.01 Entry into a Material Definitive Agreement

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On February 17, 2026, Angel Studios, Inc., a Delaware corporation (the “Company”), and certain of the Company’s subsidiaries entered into a Ratification and First Amendment to Loan and Security Agreement, effective as of September 9, 2025 (the “First Credit Facility Amendment”), which amended the Loan and Security Agreement (the “Credit Facility”), dated as of September 8, 2025, by and among Angel Studios Legacy, Inc. (f/k/a Angel Studios, Inc.), a Delaware corporation (the “Original Borrower”), and certain of the Original Borrower’s subsidiaries, certain lenders thereunder, and Trinity Capital Inc., a Maryland corporation, as agent for the lenders (“Administrative Agent”).

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The First Credit Facility Amendment ratifies certain transactions and amends the Credit Facility in connection with the Company’s consummation of a business combination transaction on September 10, 2025, which resulted in the Company assuming all liabilities and obligations of the Original Borrower under the Credit Facility, as well as the formation of a joint venture and its acquisition of certain rights, titles and interests in the animated feature film provisionally entitled DAVID. The amendments to the Credit Facility also, among other things, (i) revise the required Liquidity Level to $30,000,000 and (ii) require that the Company provide evidence to the Administrative Agent that the Company has received, between January 1, 2025 and June 30, 2026, net cash proceeds of an additional $30,000,000 (from the original Credit Facility) from the sale or issuance of the Company’s equity interests on terms and conditions satisfactory to the Administrative Agent.

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Terms used in the foregoing paragraphs have the meanings set forth in the Loan and Security Agreement as amended by the First Credit Facility Amendment. The description above is qualified in its entirety by reference to a copy of the Loan and Security Agreement as amended by the First Credit Facility Amendment, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

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SIGNATURE

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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.

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​	ANGEL STUDIOS, INC.
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Date: February 23, 2026	By:	/s/ Scott Klossner
​	​	Scott Klossner
​	​	Chief Financial Officer

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FAQ

What did Angel Studios (ANGX) change in its credit facility?

Angel Studios amended and ratified its Loan and Security Agreement, confirming its assumption of all obligations after a business combination and joint venture, revising the required liquidity level, and adding an equity-raising covenant linked to net cash proceeds from equity sales.

What is the new liquidity requirement for Angel Studios (ANGX)?

The amendment revises Angel Studios’ required liquidity level to $30,000,000. This means the company must maintain at least that amount of qualifying liquidity to comply with the updated credit facility terms agreed with its lenders and the administrative agent.

How much equity financing must Angel Studios (ANGX) raise under the amendment?

Angel Studios must show it has received net cash proceeds of an additional $30,000,000 from the sale or issuance of its equity interests. These proceeds must be generated between January 1, 2025 and June 30, 2026, on terms acceptable to the administrative agent.

What transactions are ratified by Angel Studios’ First Credit Facility Amendment?

The amendment ratifies the company’s September 10, 2025 business combination, under which it assumed all credit facility obligations, and acknowledges a related joint venture and its acquisition of rights, titles and interests in the animated feature film provisionally entitled DAVID.

Who is the administrative agent under Angel Studios’ amended credit facility?

The administrative agent under the amended credit facility is Trinity Capital Inc., a Maryland corporation. Trinity acts as agent for the lenders that are party to the Loan and Security Agreement and its First Credit Facility Amendment.

Where will detailed terms of Angel Studios’ credit amendment be available?

The full Loan and Security Agreement, as amended by the First Credit Facility Amendment, will be filed as an exhibit to Angel Studios’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025, providing the complete contract language.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 15.5 KB
• EX-101 EX-101.PRE 10.1 KB