Angel Studios CEO Neal Harmon Reports 22.39M Shares, Lock-Up Includes $12.50/$15 Hurdles

Rhea-AI Filing Summary

Neal Harmon, Chief Executive Officer and Chairman of Angel Studios, Inc., filed a Schedule 13D reporting beneficial ownership of 22,389,906 shares of the issuer's common stock, representing approximately 18.3% of the 99,910,315 shares outstanding as of September 11, 2025. The total includes 26,495 Class A shares held directly, 22,032,683 Class B shares convertible one-for-one into Class A, and vested options exercisable for 330,728 Class B shares within 60 days of September 11, 2025. Shares were acquired as founder's shares, via a Regulation CF purchase, and as compensation. Harmon states the shares are held for investment and to align incentives with his executive role. He entered a lock-up restricting transfers for up to one year, subject to release conditions tied to share price thresholds of $12.50 and $15.00 over specified trading windows.

Positive

• Substantial founder ownership (18.3%) signals alignment between management and shareholders
• Lock-up agreement limits immediate share sales, reducing short-term supply pressure
• Convertible structure and vested options indicate long-term commitment and incentive alignment

Negative

• High ownership concentration could entrench control and limit minority shareholder influence
• Potential future dilution from conversion of Class B shares and exercise of options
• Lock-up release tied to share-price hurdles could trigger clustered selling if thresholds are met

Insights

Corporate Governance Expert

TL;DR: Founder-CEO retains a large, convertible stake and is subject to a time- and price-based lock-up, preserving control and alignment with shareholders.

The Reporting Person's aggregate ~18.3% stake, composed largely of convertible Class B founder shares and exercisable options, indicates substantial voting and economic interest if converted or exercised. The lock-up provisions limit immediate liquidity and signal alignment with post-closing market performance through explicit price hurdles at $12.50 and $15.00 for staggered releases. The filing disclaims any agreement to act with third parties, and Harmon's ongoing executive role suggests continuity in leadership. For governance, this concentration is material to control dynamics and future voting outcomes.

Securities Analyst

TL;DR: Material ownership position by CEO could influence shareholder dynamics; lock-up may reduce near-term sell pressure but ties liquidity to share-price performance.

Beneficial ownership of over 22.3 million shares out of ~99.9 million outstanding is a significant position that investors should treat as material. The composition—direct Class A, convertible Class B, and vested options—creates potential for future share class conversions increasing free-floating Class A if exercised. The one-year or price-triggered lock-up reduces short-term supply risk but creates contingent future supply tied to market performance. No transactions within 60 days prior to the filing were reported aside from items in Item 3.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Angel Studios, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

034948109

(CUSIP Number)

Neal Harmon
95 W Center Street,
Provo, UT, 84601
(760) 933-8437

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

09/10/2025

(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. 034948109

1

Name of reporting person

Neal Harmon

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)

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 22,389,906.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 22,389,906.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

22,389,906.00

12

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

13

Percent of class represented by amount in Row (11)

18.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Includes (i) 26,495 shares of Class A Common Stock owned by Mr. Harmon directly, (ii) 22,032,683 shares of Class B Common Stock owned by Mr. Harmon directly which are convertible into Class A Common Stock on a one-to-one basis at the option of Mr. Harmon and (iii) vested stock incentive options exercisable for 330,728 shares of Class B Common Stock that Mr. Harmon has the right to acquire within 60 days of September 11, 2025, which are convertible for Class A Common Stock on a one-to-one basis at the option of Mr. Harmon.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock
(b)	Name of Issuer: Angel Studios, Inc.
(c)	Address of Issuer's Principal Executive Offices: 95 W Center Street, Provo, UTAH , 84601.
Item 1 Comment: This Statement relates to the Class A common stock, par value $0.0001 (the "Common Stock") Angel Studios, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 295 W Center St., Provo, UT 84601.
Item 2.	Identity and Background
(a)	This Statement is being filed by Neal Harmon (the "Reporting Person").
(b)	The business address of the Reporting Person is 295 W Center St., Provo, UT 84601.
(c)	The Reporting Person is the Chief Executive Officer and Chairman of the board of directors of the Issuer. The business address of the Reporting Person is 295 W Center St., Provo, UT 84601.
(d)	During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 violation with respect to such laws.
(f)	The Reporting Person is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	All of the Common Stock to which this Schedule 13D relates were purchased by the Reporting Person using the Reporting Person's available funds or granted to the Reporting Person as founder's shares. The 22,389,906 shares of Common Stock held by the Reporting Person, which includes the Reporting Person's Class B Common Stock convertible for Class A Common Stock on a one-for-one basis, and reported herein were acquired as follows: (i) on July 15, 2024, the Reporting Person was granted 26,454 shares for a consideration of $70,105.12 as compensation for his service in lieu of a portion of his salary; (ii) on June 8, 2021, the Reporting Person purchased 64 shares for consideration of $106.80 pursuant to a Regulation CF offering and (iii) the Issuer granted the Reporting Person 22,363,388 shares of Class A Common Stock as founder's shares. Such shares of Common Stock owned by the Reporting Person were acquired prior to September 10, 2025 (the "Closing Date" of the previously reported Business Combination, and such shares, the "Angel Legacy Shares"), and in connection therewith, on the Closing Date, each Angel Legacy Share was converted into its Corresponding Class of Common Stock. As used herein, "Corresponding Class" refers to: (i) for Angel Legacy Class A common stock, Class A Common Stock; (ii) for Angel Legacy Class B common stock, Class B Common Stock; (iii) for Angel Legacy Class C common stock, Class A Common Stock; and (iv) for Angel Legacy Class F common stock, Class B Common Stock.
Item 4.	Purpose of Transaction
	The Reporting Person owns the Common Stock for investment purposes and to incentivize him in connection with his employment with the Issuer. In his capacity as Chief Executive Officer and member of the board of directors of the Issuer, the Reporting Person intends to continue taking an active role in the Issuer's management. Also, subject to applicable approvals from board of directors of the Issuer or a committee thereof, as applicable, the Reporting Person may receive additional securities of the Issuer in connection with the Issuer's equity incentive and compensation plans. The Reporting Person may also, from time to time, sell or transfer securities of the Issuer in connection with sell-to-cover transactions to satisfy tax withholding obligations. The Reporting Person has not entered into any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of the Common Stock reported herein.
Item 5.	Interest in Securities of the Issuer
(a)	The responses to this Item 5 and the information on the cover page are based on 99,910,315 shares of Common Stock outstanding as of September 11, 2025 and 22,363,411 shares of Class B Common Stock held by the Reporting Person, which are convertible for Class A Common Stock on a one-for-one basis, as reported in the Issuer's Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission on September 16, 2025. The information set forth in Items 2, 3 and 6 of this Schedule 13D and the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5. The Reporting Person may be deemed to have, in the aggregate, beneficial ownership of 22,389,906 shares of Common Stock, which represents approximately 18.3% of the Issuer's outstanding Common Stock, which includes the Reporting Person's Class B Common Stock convertible for shares of Common Stock on a one-for-one basis. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Person is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the beneficial owner of any securities of the Issuer he does not directly own. The Reporting Person specifically disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent the Reporting Person actually exercises voting or dispositive power with respect to such securities.
(b)	The Reporting Person may be deemed to have, in the aggregate, beneficial ownership of 22,389,906 shares of Common Stock, which represents approximately 18.3% of the Issuer's outstanding Common Stock, which includes the Reporting Person's Class B Common Stock convertible for shares of Common Stock on a one-for-one basis. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Person is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the beneficial owner of any securities of the Issuer he does not directly own. The Reporting Person specifically disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent the Reporting Person actually exercises voting or dispositive power with respect to such securities.
(c)	The Reporting Person has not effected any transactions of the Class A Common Shares during the 60 days preceding the date of this report, except as described in Item 3 of this Schedule 13D which information is incorporated herein by reference.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of the Common Stock beneficially held by the Reporting Persons.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On the Closing Date. the Reporting Person entered into a lock-up agreement (the "Lock-Up Agreement") with the Issuer, pursuant to which the Reporting Person agreed to restrictions on transfer for up to one year following the Closing Date with respect to the Lock-Up Shares (as defined in the Lock-Up Agreement), which lock-up, subject to certain exceptions, will end on the earlier of (i) the date that is one year after the Closing Date and (ii) (a) for 33% of the Lock-Up Shares held by each of the parties thereto (and their respective permitted transferees), the date which the last reported sale price of Common Stock equals or exceeds $12.50 per share (subject to adjustment) for any 20 trading days within any 30-trading day period commencing at least 30 days after the Closing Date and (b) for an additional 50% of the Lock-Up Shares held by each of the parties thereto (and their respective permitted transferees), the date which the last reported sale price of the Common Stock equals or exceeds $15.00 per share (subject to adjustment) for any 20 trading days within any 30-trading day period commencing at least 30 days after the Closing Date. The summary of the Lock-Up Agreement in Item 6 of this Schedule 13D is qualified in its entirety by reference to the full text of such agreement, which is incorporated herein by reference as Exhibit 99.1, and a form of which is filed as Exhibit 4.1 to the Issuer's Registration Statement on Form S-1, as filed with the Securities and Exchange Commission on September 16, 2025.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Form of Lock-Up Agreement (incorporated herein by reference to Exhibit 4.1 to the Issuer's Registration Statement on Form S-1, as filed with the Securities and Exchange Commission on September 16, 2025).

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.

Neal Harmon

Signature:	/s/ Neal Harmon
Name/Title:	Chief Executive Officer
Date:	09/17/2025

FAQ

How many shares of Angel Studios does Neal Harmon report owning?

The filing reports 22,389,906 shares beneficially owned, representing approximately 18.3% of outstanding common stock.

What types of shares make up Neal Harmon’s ownership?

Ownership includes 26,495 Class A shares, 22,032,683 Class B shares convertible one-for-one to Class A, and 330,728 vested option shares exercisable within 60 days of September 11, 2025.

Is Neal Harmon restricted from selling his shares?

Yes. He entered a lock-up restricting transfers for up to one year, subject to early release for portions if price thresholds of $12.50 or $15.00 are met under specified trading conditions.

Did Neal Harmon buy these shares recently or receive them earlier?

The shares were acquired as founder’s shares, via a Regulation CF purchase and as compensation; acquisitions occurred prior to September 10, 2025, with specific grants/purchases noted in Item 3.

Does Neal Harmon have any agreements to act with other parties regarding these shares?

The filing states he has not entered into any agreement with third parties to act together for acquiring, holding, voting or disposing of the reported shares.