Insider Filing: Harmon Discloses Large ANGX Class B Stake and Equity Awards

Rhea-AI Filing Summary

Jeffrey Harmon, Chief Content Officer of Angel Studios, Inc. (ANGX), filed an initial Form 3 reporting his and household-affiliated holdings following a reportable event dated 09/10/2025. He directly holds 26,324 shares of Class A common stock and 21,911,388 shares of Class B common stock. He also reports an indirect pecuniary interest in 319,101 Class A shares held by an immediate family member in the same household. Several stock options and performance stock units converted after a prior business combination and now cover both Class A and Class B shares, including fully vested options exercisable in 2028, and multiple performance stock unit grants that convert to Class A shares and vest based on stock-price milestones.

Positive

• Large direct ownership of Class B common stock (21,911,388 shares) indicating strong insider alignment with company interests
• Performance stock units convert into Class A shares and vest on stock-price milestones, aligning compensation with shareholder value
• Some options fully vested (e.g., exercisable 06/06/2028 for 221,942 Class B shares) which provides clear, documented exercise rights

Negative

• None.

Insights

Securities Analyst

TL;DR Significant insider stake in Class B shares and multiple equity awards create concentrated insider ownership and long-term, milestone-linked incentives.

The filing shows Mr. Harmon directly controls a large block of Class B common stock (21,911,388 shares), indicating substantial voting/ownership concentration typical of founders/executives in dual-class structures. He also holds direct and indirect economic interests in Class A shares and multiple option and PSU grants that converted after a business combination. The PSUs vest in tranches tied to stock-price milestones, which aligns management incentives with share-price performance. Several option grants are fully vested and exercisable at low strike prices, implying potential future dilution if exercised.

Corporate Governance Expert

TL;DR Routine Section 16 reporting; disclosure highlights concentrated insider control and performance-linked compensation structure.

This Form 3 is a standard initial beneficial ownership disclosure under Section 16. Key governance implications are the large direct Class B holding and the conversion of legacy equity awards into the Issuer's Class A and B shares after the business combination. The use of PSUs that vest on increasing stock-price milestones indicates governance preference for pay-for-performance. No departures, litigation, or other governance actions are disclosed in this filing.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Harmon Jeffrey

(Last) (First) (Middle)

295 W. CENTER ST.

(Street)

PROVO UT 84601

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/10/2025

3. Issuer Name and Ticker or Trading Symbol
Angel Studios, Inc. [ ANGX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Content Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.0001 per share	26,324	D
Class A Common Stock, par value $0.0001 per share	319,101	I	See Footnote(1)
Class B Common Stock, par value $0.0001 per share	21,911,388	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(2)	06/06/2028	Class B Common Stock	221,942	$0.06	D
Stock Option (right to buy)	(3)	03/24/2030	Class B Common Stock	18,726	$0.06	I	See Footnote(3)
Stock Option (right to buy)	(4)	03/16/2031	Class B Common Stock	70,401	$0.64	D
Stock Option (right to buy)	(5)	11/02/2031	Class B Common Stock	37,453	$1.67	D
Performance Stock Units	(6)	10/20/2033	Class A Common Stock	136,698	$2.66	D
Performance Stock Units	(7)	07/22/2034	Class A Common Stock	32,429	$2.66	D
Performance Stock Units	(8)	09/10/2034	Class A Common Stock	192,782	$5.66	D
Performance Stock Units	(9)	04/24/2035	Class A Common Stock	40,695	$6.13	D
Performance Stock Units	(10)	07/17/2035	Class A Common Stock	18,036	$7.29	D

Explanation of Responses:

1. These shares of Class A Common Stock are held by an immediate family member of Mr. Harmon sharing the same household. Mr. Harmon is thus deemed to hold an indirect pecuniary interest in these shares of Class A Common Stock.

2. Prior to the Issuer's business combination (the "Business Combination"), the fully-vested stock options represented the right to purchase 41,481 shares of Angel Legacy, Inc's Class F Common Stock, par value $0.001 per share. Following the Issuer's business combination, the fully-vested stock options converted into the right to purchase 221,942 shares of the Issuer's Class B Common Stock.

3. Prior to the Business Combination, the fully-vested stock options represented the right to purchase 3,500 shares of Angel Legacy, Inc's Class F Common Stock, par value $0.001 per share. Following the Issuer's business combination, the fully-vested stock options converted into the right to purchase 18,726 shares of the Issuer's Class B Common Stock. These are held by an immediate family member of Mr. Harmon sharing the same household. Mr. Harmon is thus deemed to hold an indirect pecuniary interest in these stock options exercisable for shares of Class B Common Stock.

4. Prior to the Business Combination, the fully-vested stock options represented the right to purchase 13,158 shares of Angel Legacy, Inc's Class F Common Stock, par value $0.001 per share. Following the Issuer's business combination, the fully-vested stock options converted into the right to purchase 70,401 shares of the Issuer's Class B Common Stock

5. Prior to the Business Combination, the stock options represented the right to purchase 7,000 shares of Angel Legacy, Inc's Class F Common Stock, par value $0.001 per share. Following the Issuer's business combination, the stock options converted into the right to purchase 37,453 shares of the Issuer's Class B Common Stock. Twenty-five percent (25%) of these options vested on November 2, 2022, with the remaining options vesting in equal monthly installments through November 2, 2025.

6. Prior to the Business Combination, the performance stock units (PSUs) were granted under Angel Legacy, Inc's. 2023 Performance Equity Plan and represented the right to purchase 25,549 shares of Angel Legacy Inc.'s Class C Common Stock. Following the Business Combination, the PSUs converted into the right to purchase 136,698 shares of the Issuer's Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones.

7. Prior to the Business Combination, the performance stock units (PSUs) were granted under Angel Legacy, Inc's. 2023 Performance Equity Plan and represented the right to purchase 6,061 shares of Angel Legacy Inc.'s Class C Common Stock. Following the Business Combination, the PSUs converted into the right to purchase 32,429 shares of the Issuer's Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones.

8. Prior to the Business Combination, the performance stock units (PSUs) were granted under Angel Legacy, Inc's. 2023 Performance Equity Plan and represented the right to purchase 36,031 shares of Angel Legacy Inc.'s Class C Common Stock. Following the Business Combination, the PSUs converted into the right to purchase 192,782 shares of the Issuer's Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones.

9. Prior to the Business Combination, the performance stock units (PSUs) were granted under Angel Legacy, Inc's. 2023 Performance Equity Plan and represented the right to purchase 7,606 shares of Angel Legacy Inc.'s Class C Common Stock. Following the Business Combination, the PSUs converted into the right to purchase 40,695 shares of the Issuer's Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones.

10. Prior to the Business Combination, the performance stock units (PSUs) were granted under Angel Legacy, Inc's. 2023 Performance Equity Plan and represented the right to purchase 3,371 shares of Angel Legacy Inc.'s Class C Common Stock. Following the Business Combination, the PSUs converted into the right to purchase 18,036 shares of the Issuer's Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Patrick J. Reilly, Attorney-in-Fact	09/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who filed this Form 3 and what is their role at the company?

Jeffrey Harmon filed the Form 3 and is reported as the Issuer's Chief Content Officer.

How many Class B shares does the reporting person directly own?

The filing shows a direct ownership of 21,911,388 shares of Class B common stock.

Does the reporting person have any indirect holdings?

Yes. The filer reports an indirect pecuniary interest in 319,101 Class A shares held by an immediate family member in the same household.

What types of derivative awards are disclosed and any exercisable dates?

Disclosed awards include stock options (e.g., exercisable 06/06/2028 for 221,942 Class B shares) and multiple performance stock units converting to Class A shares with staggered milestone vesting through 2035.

Were the equity awards converted from a prior entity after a business combination?

Yes. The filing explains several options and PSUs converted following the Issuer's prior business combination from Angel Legacy, Inc. into the Issuer's Class A and Class B shares.