Angel Studios, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures As required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated, as of December 31, 2025, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025 to provide reasonable assurance that information required to be disclosed by us in this Annual Report or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Exchange Act and is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. We believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, within a company have been detected. Management’s Report on Internal Controls Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control system is a process designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with GAAP. All internal control systems, no matter how well designed, have inherent limitations and can only provide reasonable assurance with respect to financial reporting. Management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control-Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this assessment, management determined that we maintained effective internal control over financial reporting as of December 31, 2025. Changes in Internal Control over Financial Reporting There have been no changes in our internal controls over financial reporting that occurred during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information N o n e ​ Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection None ​ ​ ​ ​ 50 Table of Contents PART III Item 10. Directors, Executive Officers, and Corporate Governance The information required by Item 10, other than the information regarding executive officers, which is included in Item 1 of this Annual Report, is incorporated by reference to the relevant information included in our proxy statement for our 2026 Annual Meeting of Stockholders. Item 11. Executive Compensation The information required by Item 11 is incorporated by reference to the relevant information included in our proxy statement for our 2026 Annual Meeting of Stockholders. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by Item 12 is incorporated by reference to the relevant information included in our proxy statement for our 2026 Annual Meeting of Stockholders. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 is incorporated by reference to the relevant information included in our proxy statement for our 2026 Annual Meeting of Stockholders. Item 14. Principal Accountant Fees and Services The information required by Item 14 is incorporated by reference to the relevant information included in our proxy statement for our 2026 Annual Meeting of Stockholders. ​ ​ 51 Table of Contents PART IV Item 15. Exhibits And Financial Statement Schedules (a) List of documents filed as a part of this Form 10-K: ​ (1) Consolidated Financial Statements ​ Report of Independent Registered Public Accounting Firm (PCAOB Firm ID:270) F-2 Consolidated Financial Statements: ​ Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations as of December 31, 2025, 2024 and 2023 F-4 Consolidated Statements of Stockholders’ Equity as of December 31, 2025, 2024, and 2023 F-5 Consolidated Statements of Cash Flows as of December 31, 2025, 2024 and 202 3 F-6 Notes to Consolidated Financial Statements F-7 ​ (2) Consolidated Financial Statement Schedules: ​ The financial statements are listed in the Index to Consolidated Financial Statements, Notes and Schedules on page F-1 ​ (3) Exhibits ​ The following exhibits are filed with this report. Exhibits which are incorporated herein by reference can be obtained from the SEC’s website at sec.gov. ​ (b) Exhibits: ​ ​ ​ ​ Exhibit Number ​ ​ ​ Exhibit Description ​ ​ ​ 2.1 ​ Agreement and Plan of Merger, dated September 11, 2024, by and among Southport Acquisition Corporation, Sigma Merger Sub, Inc. and Angel Studios, Inc., incorporated by reference to Exhibit 2.1 on the Company’s Form 8-K/A on September 11, 2024 2.2 ​ Amendment No. 1 to Agreement and Plan of Merger, dated February 14, 2025, by and among the Company, Sigma Merger Sub, Inc. and Angel Legacy, incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed on February 14, 2025 2.3*+ ​ Agreement and Plan of Merger between the Company, Angel Black Autumn Merger Sub, Inc., Black Autumn Show, Inc. and the Stockholder Representative, dated November 14, 2025 2.4*+ ​ Agreement and Plan of Merger by and among by and among the Company, Angel TCP Merger Sub, LLC, Toothy Cow Productions, LLC and the unitholder representative, dated November 14, 2025 2.5*+ ​ Agreement and Plan of Merger between the Company and Angel Tuttle Merger Sub, LLC, Tuttle Twins Show, LLC and the unitholder representative, dated November 14, 2025 3.1 ​ Second Amended and Restated Certificate of Incorporation of Angel Studios, Inc., incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 filed on September 16, 2025 3.2 ​ Amended and Restated Bylaws of Angel Studios, Inc., incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 filed on September 16, 2025 4.1 ​ Form of Subordinated Convertible Promissory Note, incorporated by reference to Exhibit 4.1 of Angel Legacy’s Current Report on Form 8-K, filed on August 15, 2025 4.2 ​ Warrant to Purchase Stock, incorporated by reference to Exhibit 4.1 of Angel Legacy’s Current Report on Form 8-K, filed on September 10, 2025 4.3 ​ Warrant to Purchase Stock, incorporated by reference to Exhibit 4.2 of Angel Legacy’s Current Report on Form 8-K, filed on September 10, 2025 4.4 ​ Angel Studios, Inc. 2025 Long-Term Incentive Plan, incorporated by reference to Exhibit 4.7 of the Company’s Registration Statement on Form S-8, filed on November 18, 2025 4.5* ​ Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10.1 ​ Settlement Agreement, dated August 26, 2020, incorporated by reference to Exhibit 1.3 of Angel Legacy’s Form 1-U filed on September 15, 2020 52 Table of Contents 10.2 ​ Promissory Note and Security Agreement between Angel Studios, Inc. and VidAngel Entertainment, LLC, dated March 1, 2021, incorporated by reference to Exhibit 6.6 of Angel Legacy’s Form 1-K filed on April 28, 2023 10.3 ​ Form of Escrow Agreement by and between North Capital Private Securities Corporation and Angel Studios, Inc., incorporated by reference to Exhibit 1.2 of Angel Legacy’s Form 1-A filed on June 20, 2024 10.4 ​ P&A Loan Agreement between Angel P&A, LLC and Angel Studios, Inc., dated February 23, 2024, incorporated by reference to Exhibit 10.11 of Angel Legacy’s Annual Report on Form 10-K filed on March 28, 2025 10.5 ​ Amendment to P&A Loan Agreement between Angel P&A, LLC and Angel Studios, Inc., dated December 1, 2024, incorporated by reference to Exhibit 10.12 of Angel Legacy’s Annual Report on form 10-K filed on March 28, 2025 10.6 ​ Subscription Agreement, incorporated by reference to Exhibit 4.1 of Angel Legacy’s amended Form 1-A filed on July 24, 2025 10.7 ​ Broker-Dealer - Onboarding Agent Agreement – Reg A+ Tier 2, by and between Rialto Markets LLC and Angel Studios, Inc., effective June 16, 2025, incorporated by reference to Exhibit 1.1 of Angel Legacy’s Form 1-A filed on July 24, 2025 10.8 ​ Term Sheet by and between Angel Studios, Inc. and 2521 Entertainment, LLC, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on October 8, 2025 10.9 ​ Note and Warrant Purchase Agreement, incorporated by reference to Exhibit 10.1 of Angel Legacy’s Current Report on Form 8-K, filed on May 9, 2025 10.10 ​ Form of Subordinated Convertible Promissory Note, incorporated by reference to Exhibit 10.2 of Angel Legacy’s Current Report on Form 8-K, filed on May 9, 2025 10.11 ​ Form of Subordinated Convertible Promissory Note, incorporated by reference to Exhibit 4.1 to Angel Legacy’s Current Report on Form 8-K filed on August 15, 2025 10.12 ​ Loan and Security Agreement, incorporated by reference to Exhibit 10.1 of Angel Legacy’s Current Report on Form 8-K, filed on September 10, 2025 10.13 ​ Participation Rights Agreement, incorporated by reference to Exhibit 10.2 of Angel Legacy’s Current Report on Form 8-K, filed on September 10, 2025 10.14 ​ Equity Distribution Agreement, dated December 5, 2025, between the Company and Oppenheimer & Co. Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, Maxim Group LLC and Roth Capital Partners, LLC, incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K, filed on December 5, 2025 10.15*+ ​ Form of Support Agreement, by and among the Company and certain key equity holders of Black Autumn (included as Exhibit A to Exhibit 2.3 filed above) 10.16*+ ​ Form of Support Agreement, by and among the Company and certain key equity holders of TCP 10.17*+ ​ Form of Support Agreement, by and among the Company and certain key equity holders of TTS 10.18*+ ​ Form of Black Autumn Key Operator Stock Restriction Agreement (included as Exhibit B to Exhibit 2.3 filed above) 10.19*+ ​ Form of TTS Key Operator Stock Restriction Agreement 10.20* ​ Ratification and First Amendment to Loan and Security Agreement, effective as of September 9, 2025 19.1 * ​ Angel Studios, Inc. Securities Trading Policy 21.1 ​ List of Significant Subsidiaries 23.1* ​ Consent of Tanner LLP 31.1* ​ Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* ​ Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* ​ Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 97.1* ​ Angel Studios, Inc. Executive Officer Incentive Compensation Recovery Policy 101.INS ​ Inline XBRL Instance Document 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB ​ Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 ​ Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * Filed herewith. + Certain exhibits and schedules to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. ​ ​ ​ ​ 53 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ​ ​ ​ ​ ​ ​ ​ ​ ANGEL STUDIOS, INC. ​ ​ ​ ​ DATE: March 12, 2026 ​ ​ /s/ Neal Harmon ​ ​ ​ Neal Harmon ​ ​ ​ Chief Executive Officer ​ ​ ​ ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. ​ ​ ​ ​ ​ ​ ​ ​ Signature ​ Title ​ Date ​ ​ ​ ​ ​ ​ ​ /s/ Neal Harmon ​ Chief Executive Officer and Director ​ March 12, 2026 ​ Neal Harmon ​ (Principal Executive Officer) ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Scott Klossner ​ Chief Financial Officer ​ March 12, 2026 ​ Scott Klossner ​ (Principal Financial and Accounting Officer) ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Paul Ahlstrom ​ Director ​ March 12, 2026 ​ Paul Ahlstrom ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Katie Liljenquist ​ Director ​ March 12, 2026 ​ Katie Liljenquist ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Mina Nguyen ​ Director ​ March 12, 2026 ​ Mina Nguyen ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Steve Sarowitz ​ Director ​ March 12, 2026 ​ Steve Sarowitz ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Robert C. Gay ​ Director ​ March 12, 2026 ​ Robert C. Gay ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Benton Crane ​ Director ​ March 12, 2026 ​ Benton Crane ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 54 Table of Contents ​ ​ ​ ​ ​ ​ ANGEL STUDIOS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ Report of Independent Registered Public Accounting Firm (PCAOB Firm ID: 270 ) F-2 Consolidated Financial Statements: ​ Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations as of December 31, 2025, 2024 and 2023 F-4 Consolidated Statements of Stockholders’ Equity as of December 31, 2025, 2024, and 2023 F-5 Consolidated Statements of Cash Flows as of December 31, 2025, 2024 and 2023 F-6 Notes to Consolidated Financial Statements F-7 ​ ​ F-1 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Board of Directors and Stockholders of Angel Studios, Inc. ​ Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Angel Studios, Inc. and subsidiaries (collectively, the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. ​ Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. ​ Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ Critical Audit Matter Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters. ​ ​ /s/ TANNER LLP ​ We have served as the Company’s auditor since 2016 Lehi, Utah March 12, 2026 F-2 Table of Contents ANGEL STUDIOS, INC. Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Assets ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ Cash and cash equivalents ​ $ 44,083,233 ​ $ 7,211,826 Accounts receivable, net ​ 51,122,866 ​ 16,234,301 Current portion of licensing receivables, net ​ 9,695,562 ​ 8,785,636 Physical inventory ​ 1,264,101 ​ 1,711,638 Current portion of notes receivable ​ 1,368,581 ​ 747,282 Loan guarantee receivable ​ ​ — ​ ​ 9,112,500 Royalty advance ​ ​ 13,827,626 ​ ​ 2,342,862 Prepaid expenses and other ​ 13,515,986 ​ 6,803,155 Total current assets ​ 134,877,955 ​ 52,949,200 ​ ​ ​ ​ ​ ​ ​ Licensing receivables, net ​ 2,579,252 ​ 12,074,629 Notes receivable, net of current portion ​ 3,940,918 ​ 4,235,344 Property and equipment, net ​ 709,845 ​ 778,927 Content, net ​ 6,272,925 ​ 1,710,866 Intangible assets, net ​ 3,850,035 ​ 1,917,155 Capitalized software, net ​ ​ 13,308,247 ​ ​ 12,856,305 Digital assets ​ 26,527,560 ​ 12,457,387 Investments in affiliates ​ 46,014,881 ​ 9,066,137 Operating lease right-of-use assets ​ 3,240,021 ​ 2,744,693 Other long-term assets ​ 89,924 ​ 589,924 Total assets ​ $ 241,411,563 ​ $ 111,380,567 ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders’ Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ Accounts payable ​ $ 39,960,272 ​ $ 7,929,482 Accrued expenses ​ 24,487,884 ​ 13,074,655 Current portion of accrued licensing royalties ​ 31,257,950 ​ 15,362,400 Current portion of notes payable ​ 55,473,665 ​ 11,455,940 Current portion of operating lease liabilities ​ 1,284,747 ​ 673,295 Deferred revenue ​ 66,534,622 ​ 22,171,808 Loan guarantee payable ​ ​ — ​ 9,112,500 Current portion of accrued settlement costs ​ — ​ 280,238 Total current liabilities ​ 218,999,140 ​ 80,060,318 ​ ​ ​ ​ ​ ​ ​ Accrued settlement costs, net of current portion ​ — ​ 4,091,733 Accrued licensing royalties, long-term ​ 4,441,758 ​ 8,367,099 Notes payable, net of current portion ​ ​ 41,692,404 ​ ​ — Operating lease liabilities, net of current portion ​ 2,058,585 ​ 2,153,463 Total liabilities ​ $ 267,191,887 ​ $ 94,672,613 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 13) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ ​ Common stock, $ 0.0001 par value, 700,000,000 shares authorized; 169,095,572 and 144,396,852 shares issued and outstanding as of December 31, 2025, and December 31, 2024, respectively ​ $ 16,909 ​ $ 14,440 Additional paid-in capital ​ 210,079,998 ​ 95,485,005 Noncontrolling interests ​ 5,653,837 ​ 8,222,953 Accumulated deficit ​ ( 241,531,068 ) ​ ( 87,014,444 ) Total stockholders’ equity ​ ( 25,780,324 ) ​ 16,707,954 Total liabilities and stockholders’ equity ​ $ 241,411,563 ​ $ 111,380,567 ​ See accompanying notes to the consolidated financial statements ​ F-3 Table of Contents ANGEL STUDIOS, INC. Consolidated Statements of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ 2023 Revenue: ​ ​ ​ ​ ​ ​ ​ ​ Licensed content and other revenue ​ $ 319,760,470 ​ $ 88,691,769 ​ $ 167,150,134 Pay it Forward revenue ​ 1,797,836 ​ 7,824,670 ​ ​ 35,287,182 Total revenue ​ 321,558,306 ​ 96,516,439 ​ ​ 202,437,316 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ Cost of revenues ​ 124,859,025 ​ 44,359,743 ​ ​ 86,032,540 Selling and marketing ​ 297,318,582 ​ 92,916,888 ​ ​ 74,181,413 General and administrative ​ 37,865,112 ​ 22,283,772 ​ ​ 18,121,437 Research and development ​ 15,527,749 ​ 12,842,710 ​ ​ 9,704,473 Legal expense ​ 10,096,316 ​ 10,832,877 ​ ​ 2,038,974 Total operating expenses ​ 485,666,784 ​ 183,235,990 ​ ​ 190,078,837 Operating income (loss) ​ ( 164,108,478 ) ​ ( 86,719,551 ) ​ ​ 12,358,479 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ Net gain (loss) on digital assets ​ ​ ( 1,792,728 ) ​ ​ 1,683,946 ​ ​ ( 4,000 ) Interest expense ​ ( 11,834,846 ) ​ ( 2,366,014 ) ​ ​ ( 3,657,958 ) Interest income ​ 5,445,207 ​ 3,490,743 ​ ​ 1,819,121 Other income (expense) ​ ​ 1,799,524 ​ ​ ( 1,000,000 ) ​ ​ — Total other income (expense), net ​ ( 6,382,843 ) ​ 1,808,675 ​ ​ ( 1,842,837 ) Income (loss) before income tax expense (benefit) ​ ( 170,491,321 ) ​ ( 84,910,876 ) ​ ​ 10,515,642 Income tax expense (benefit) ​ — ​ 3,534,602 ​ ​ ( 2,697,435 ) Net income (loss) ​ $ ( 170,491,321 ) ​ $ ( 88,445,478 ) ​ $ 13,213,077 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to noncontrolling interests ​ ( 12,679 ) ​ ( 172,101 ) ​ ​ ( 151,670 ) Net income (loss) attributable to controlling interests ​ $ ( 170,478,642 ) ​ $ ( 88,273,377 ) ​ $ 13,364,747 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) per common share - basic ​ $ ( 1.098 ) ​ $ ( 0.640 ) ​ $ 0.101 Net income (loss) per common share - diluted ​ $ ( 1.098 ) ​ $ ( 0.640 ) ​ $ 0.096 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding - basic ​ 155,250,925 ​ 137,994,383 ​ ​ 132,562,285 Weighted average common shares outstanding - diluted ​ 155,250,925 ​ 137,994,383 ​ ​ 139,873,156 ​ See accompanying notes to the consolidated financial statements ​ ​ F-4 Table of Contents ANGEL STUDIOS, INC. Consolidated Statements of Stockholders’ Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Additional ​ (Accumulated ​ ​ ​ Total ​ ​ Class A ​ Class B ​ Paid-in ​ Deficit) / Retained ​ Noncontrolling ​ Stockholders' ​ ​ ​ ​ Units ​ ​ ​ Amount ​ ​ ​ Units ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Earnings ​ ​ ​ Interests ​ ​ ​ Equity Balance as of January 1, 2023 ​ 58,915,121 ​ $ 5,892 ​ 70,952,799 ​ $ 7,095 ​ $ 41,227,224 ​ $ ( 12,105,814 ) ​ $ — ​ $ 29,134,397 Stock options exercised ​ — ​ ​ — ​ 1,057,550 ​ ​ 106 ​ ​ 235,620 ​ ​ — ​ ​ — ​ ​ 235,726 Issuance of Common Stock, net of fees ​ 2,829,934 ​ ​ 283 ​ — ​ ​ — ​ ​ 7,499,718 ​ ​ — ​ ​ — ​ ​ 7,500,001 Transfer of Common Stock ​ 1,590,938 ​ ​ 159 ​ ( 1,590,938 ) ​ ​ ( 159 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — Repurchase of Common Stock ​ — ​ ​ — ​ ( 40,401 ) ​ ​ ( 4 ) ​ ​ ( 107,069 ) ​ ​ — ​ ​ — ​ ​ ( 107,073 ) Stock-based compensation expense ​ — ​ ​ — ​ — ​ ​ — ​ ​ 1,031,656 ​ ​ — ​ ​ — ​ ​ 1,031,656 Cumulative translation adjustment ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 2,064 ​ ​ — ​ ​ 2,064 Net income (loss) ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 13,364,747 ​ ​ ( 151,670 ) ​ ​ 13,213,077 Balance as of December 31, 2023 ​ 63,335,993 ​ $ 6,334 ​ 70,379,010 ​ $ 7,038 ​ $ 49,887,149 ​ $ 1,260,997 ​ $ ( 151,670 ) ​ $ 51,009,848 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options exercised ​ — ​ ​ — ​ 1,058,982 ​ ​ 106 ​ ​ 619,131 ​ ​ — ​ ​ — ​ ​ 619,237 Issuance of Common Stock, net of fees ​ 9,796,842 ​ ​ 980 ​ ( 155 ) ​ ​ — ​ ​ 42,043,411 ​ ​ — ​ ​ — ​ ​ 42,044,391 Transfer of Common Stock ​ 3,013,626 ​ ​ 301 ​ ( 3,013,626 ) ​ ​ ( 301 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — Repurchase of Common Stock ​ ( 57,100 ) ​ ​ ( 6 ) ​ ( 116,720 ) ​ ​ ( 12 ) ​ ​ ( 706,626 ) ​ ​ — ​ ​ — ​ ​ ( 706,644 ) Stock-based compensation expense ​ — ​ ​ — ​ — ​ ​ — ​ ​ 3,641,940 ​ ​ — ​ ​ — ​ ​ 3,641,940 Consolidation of noncontrolling interests ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 8,546,724 ​ ​ 8,546,724 Cumulative translation adjustment ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 2,064 ) ​ ​ — ​ ​ ( 2,064 ) Net loss ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 88,273,377 ) ​ ​ ( 172,101 ) ​ ​ ( 88,445,478 ) Balance as of December 31, 2024 ​ 76,089,361 ​ $ 7,609 ​ 68,307,491 ​ $ 6,831 ​ $ 95,485,005 ​ $ ( 87,014,444 ) ​ $ 8,222,953 ​ $ 16,707,954 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options exercised — ​ ​ — ​ 922,651 ​ ​ 92 ​ ​ 636,357 ​ ​ — ​ ​ — ​ 636,449 Issuance of common stock, net of fees 15,954,554 ​ ​ 1,595 ​ — ​ ​ — ​ ​ 103,441,388 ​ ​ — ​ ​ — ​ 103,442,983 Transfer of common stock 11,973,805 ​ ​ 1,197 ​ ( 11,973,805 ) ​ ​ ( 1,197 ) ​ ​ — ​ ​ — ​ ​ — ​ — Repurchase of common stock ( 96 ) ​ ​ — ​ ( 89,314 ) ​ ​ ( 9 ) ​ ​ ( 437,782 ) ​ ​ — ​ ​ — ​ ( 437,791 ) Business combination related issuances and expenses ​ 6,937,923 ​ ​ 694 ​ — ​ ​ — ​ ​ ( 10,262,317 ) ​ ​ — ​ ​ — ​ ​ ( 10,261,623 ) Conversion of convertible notes upon business combination ​ 973,002 ​ ​ 97 ​ — ​ ​ — ​ ​ 7,092,042 ​ ​ — ​ ​ — ​ ​ 7,092,139 Stock-based compensation expense — ​ ​ — ​ — ​ ​ — ​ ​ 9,666,985 ​ ​ — ​ ​ — ​ 9,666,985 Convertible note beneficial conversion feature ​ — ​ ​ — ​ — ​ ​ — ​ ​ 1,925,229 ​ ​ — ​ ​ — ​ ​ 1,925,229 Issuance of warrants ​ — ​ ​ — ​ — ​ ​ — ​ ​ 2,533,091 ​ ​ — ​ ​ — ​ ​ 2,533,091 Digital assets market value adjustment (adoption of ASU 2023-08) ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 15,962,018 ​ ​ — ​ ​ 15,962,018 Contributions from noncontrolling interests, net of fees ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 13,196,623 ​ ​ 13,196,623 Redemptions from noncontrolling interests — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 15,753,060 ) ​ ( 15,753,060 ) Net loss — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 170,478,642 ) ​ ​ ( 12,679 ) ​ ( 170,491,321 ) Balance as of December 31, 2025 111,928,549 ​ $ 11,192 57,167,023 ​ $ 5,717 ​ $ 210,079,998 ​ $ ( 241,531,068 ) ​ $ 5,653,837 $ ( 25,780,324 ) ​ See accompanying notes to the consolidated financial statements ​ ​ F-5 Table of Contents ANGEL STUDIOS, INC. Consolidated Statements of Cash Flows ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ 2023 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ ( 170,491,321 ) ​ $ ( 88,445,478 ) ​ $ 13,213,077 Adjustments to reconcile net income (loss) to net cash and cash equivalents provided by (used in) operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 14,419,077 ​ ​ 7,898,355 ​ ​ 5,678,720 Amortization of operating lease assets ​ 925,838 ​ ​ 678,806 ​ ​ 666,653 Stock-based compensation expense ​ 9,666,985 ​ ​ 3,641,940 ​ ​ 1,031,656 Net loss (gain) on digital assets ​ ​ 1,792,728 ​ ​ ( 1,683,946 ) ​ ​ 4,000 Miscellaneous (gain)/loss ​ ​ ( 1,799,524 ) ​ ​ 1,000,000 ​ ​ — Investments in affiliates gain ​ ( 271,703 ) ​ ​ ( 67,608 ) ​ ​ ( 9,364 ) Non-cash interest expense ​ ​ 1,659,821 ​ ​ — ​ ​ — Paid-in-kind interest ​ ​ 6,349,790 ​ ​ — ​ ​ 305,271 Bad debt expense ​ ​ 233,774 ​ ​ 204,151 ​ ​ 2,392,342 Change in deferred income taxes ​ — ​ ​ 4,000,319 ​ ​ 37,611 Change in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ ( 35,122,339 ) ​ ​ 7,702,451 ​ ​ ( 19,343,719 ) Physical inventory ​ 447,537 ​ ​ 1,132,043 ​ ​ ( 2,343,001 ) Royalty advance ​ ​ ( 1,309,274 ) ​ ​ — ​ ​ — Prepaid expenses and other current assets ​ ( 6,712,831 ) ​ ​ ( 4,829,440 ) ​ ​ ( 2,696,030 ) Certificate of deposit ​ — ​ ​ — ​ ​ 154,187 Licensing receivables ​ 8,585,451 ​ ​ ( 1,729,500 ) ​ ​ ( 19,130,765 ) Other long-term assets ​ — ​ ​ ( 515,000 ) ​ ​ ( 4,000,319 ) Accounts payable and accrued expenses ​ 32,865,595 ​ ​ 13,455,520 ​ ​ 4,751,709 Accrued licensing royalties ​ 11,970,209 ​ ​ ( 11,353,995 ) ​ ​ 31,847,030 Operating lease liabilities ​ ( 904,592 ) ​ ​ ( 636,288 ) ​ ​ ( 657,296 ) Deferred revenue ​ 44,362,814 ​ ​ 18,251,160 ​ ​ 3,287,013 Net cash and cash equivalents provided by (used in) operating activities ​ ​ ( 83,331,965 ) ​ ​ ( 51,296,510 ) ​ ​ 15,188,775 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Purchases of property and equipment ​ ( 509,424 ) ​ ​ ( 303,793 ) ​ ​ ( 572,463 ) Issuance of notes receivable ​ ( 986,386 ) ​ ​ ( 1,865,603 ) ​ ​ ( 3,366,462 ) Collections of notes receivable ​ 659,513 ​ ​ 2,092,564 ​ ​ 5,090,166 Purchase of digital assets ​ — ​ ​ ( 624,644 ) ​ ​ ( 118,965 ) Sale of digital assets ​ ​ 99,117 ​ ​ 2,287,978 ​ ​ — Purchase of intangible assets ​ ​ ( 3,006,012 ) ​ ​ — ​ ​ — Additions to internal-use software ​ ​ ( 8,693,434 ) ​ ​ ( 8,415,649 ) ​ ​ ( 8,962,728 ) Purchase of content ​ ​ ( 6,346,681 ) ​ ​ ( 519,143 ) ​ ​ ( 313,855 ) Investments in affiliates ​ ( 36,967,815 ) ​ ​ ( 5,495,376 ) ​ ​ ( 1,720,390 ) Return on investments in affiliates ​ ​ 165,774 ​ ​ — ​ ​ — Net cash and cash equivalents used in investing activities ​ ( 55,585,348 ) ​ ​ ( 12,843,666 ) ​ ​ ( 9,964,697 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Repayment of notes payable ​ ( 67,053,622 ) ​ ​ ( 18,438,039 ) ​ ​ ( 26,751,117 ) Repayment of loan guarantee ​ ​ ( 10,175,490 ) ​ ​ — ​ ​ — Receipt of notes payable ​ 157,340,048 ​ ​ 23,750,000 ​ ​ 28,911,394 Repayment of accrued settlement costs ​ ​ ( 4,371,972 ) ​ ​ ( 188,042 ) ​ ​ ( 230,005 ) Exercise of stock options ​ 636,449 ​ ​ 619,237 ​ ​ 235,726 Issuance of common stock ​ 104,148,424 ​ ​ 32,818,130 ​ ​ 7,500,001 Investments in minority owned entities ​ ​ — ​ ​ 8,800,000 ​ ​ — Contribution of equity in noncontrolling interests ​ ​ 13,730,922 ​ ​ — ​ ​ — Redemption of equity in noncontrolling interests ​ ​ ( 15,753,060 ) ​ ​ — ​ ​ — Repurchase of common stock ​ ( 437,791 ) ​ ​ ( 706,645 ) ​ ​ ( 107,073 ) Equity issuance costs ​ ​ ( 705,441 ) ​ ​ — ​ ​ — Equity issuance costs related to minority interests ​ ​ ( 534,299 ) ​ ​ ( 502,000 ) ​ ​ — Debt financing fees ​ ( 1,035,448 ) ​ ​ — ​ ​ ( 305,271 ) Net cash and cash equivalents provided by financing activities ​ 175,788,720 ​ ​ 46,152,641 ​ ​ 9,253,655 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of changes in foreign currency exchange rates on cash and cash equivalents ​ — ​ ​ ( 2,064 ) ​ ​ 2,064 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash and cash equivalents ​ 36,871,407 ​ ​ ( 17,989,599 ) ​ ​ 14,479,797 Cash and cash equivalents at beginning of period ​ 7,211,826 ​ ​ 25,201,425 ​ ​ 10,721,628 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of period ​ $ 44,083,233 ​ $ 7,211,826 ​ $ 25,201,425 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of cash flow information: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid for interest ​ $ 7,814,377 ​ $ 2,371,370 ​ $ 3,586,937 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental schedule of noncash financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Adoption of ASU No. 2023-08 ​ $ 15,962,018 ​ $ — ​ $ — Conversion of debt ​ ​ 7,092,139 ​ ​ — ​ ​ — Issuance of warrants ​ ​ 2,533,091 ​ ​ — ​ ​ — Debt conversion feature ​ ​ 1,925,229 ​ ​ — ​ ​ — Investment capital receivable ​ ​ — ​ ​ 4,925,053 ​ ​ — Investment of bitcoin for issuance of common stock ​ ​ — ​ ​ 9,474,985 ​ ​ — Operating lease right-of-use assets and liabilities ​ ​ ( 1,421,166 ) ​ ​ 2,137,262 ​ ​ — ​ See accompanying notes to the consolidated financial statements F-6 Table of Contents ​ Angel Studios, Inc. Notes to Consolidated Financial Statements ​ 1. Description of Organization and Summary of Significant Accounting Policies Organization The company comprises Angel Studios, Inc., a Delaware corporation, and its subsidiaries and affiliates (collectively, the “Company”) (f/k/a Southport Acquisition Corporation or “Southport”). The Company’s mission is to share stories with the world that amplify light. This is done by aligning the Company’s interests with those of the creators and the audience and utilizing the wisdom of crowds to help guide decisions on the content that gets created. Business Combination On September 10, 2025, the Company consummated the previously announced Business Combination (as defined below) pursuant to that certain Agreement and Plan of Merger, dated as of September 11, 2024 (as amended, the “Merger Agreement”), by and among the Company, Sigma Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“Merger Sub”), and Angel Studios Legacy, Inc. (f/k/a Angel Studios, Inc.), a Delaware corporation (“Angel Legacy”). Pursuant to the terms of the Merger Agreement, a merger was effected in which Merger Sub merged with and into Angel Legacy, the separate corporate existence of Merger Sub ceased and Angel Legacy survived as the surviving company and direct wholly-owned subsidiary of the Company (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”). On the Closing Date (as defined in the Merger Agreement), and prior to the Effective Time (as defined in the Merger Agreement), the Company changed its name from “Southport Acquisition Corporation” to “Angel Studios, Inc.” Angel Legacy subsequently merged up and into Angel Studios, Inc., with Angel Studios, Inc. as the surviving entity. Notwithstanding the legal form of the Business Combination pursuant to the Merger Agreement, the Business Combination has been accounted for as a reverse recapitalization in accordance with United States generally accepted accounting principles (“GAAP”) because Angel Legacy is the operating company and has been determined to be the accounting acquirer, while Southport is a blank check company. Under the reverse recapitalization model, the Business Combination was treated as Angel Legacy issuing equity for the net assets of Southport, with no goodwill or intangible assets recorded. While Southport was the legal acquirer in the Business Combination, because Angel Legacy was deemed the accounting acquirer, the historical financial statements of Angel Legacy became the historical financial statements of the combined company upon the consummation of the Business Combination. As a result, the combined financial statements reflect (i) the historical operating results of Angel Legacy prior to the Business Combination; (ii) the combined results of Southport and Angel Legacy following the closing of the Business Combination; (iii) the assets and liabilities of Angel Legacy at their historical cost; and (iv) the Company’s equity structure for all periods presented. In accordance with the applicable guidance, the equity structure within these quarterly financial statements have been retroactively restated in all comparative periods up to the closing date, to reflect the number of shares of the Company’s Common Stock (as defined below) issued to Angel Legacy common shareholders. As such, the shares and corresponding capital amounts and earnings per share related to Angel Legacy common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination, which is 5.3504621 , with all Angel Legacy Class A common stock and Class C common stock being converted to Class A common stock, par value $ 0.0001 per share (the “Class A Common Stock”) and all Angel Legacy Class B common stock and Class F common stock being converted to Class B common stock, par value $ 0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). Basis of Presentation These consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). F-7 Table of Contents As comprehensive income equals net income, separate statements of comprehensive income were not included in the accompanying consolidated financial statements. Principles of Consolidation The accompanying consolidated financial statements of the Company include the accounts of Angel Studios, Inc. and its majority-owned and controlled subsidiaries and affiliates. The Company reviews its relationships with other entities to identify whether it is the primary beneficiary of a variable interest entity (“VIE”). If the determination is made that the Company is the primary beneficiary, then the entity is consolidated. All significant intercompany balances have been eliminated in consolidation. Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. ​ Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Estimates are based on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Regularly, the Company evaluates the assumptions, judgments, and estimates. Actual results may differ from these estimates. Fair Value Measurements ​ The Company applies the accounting provisions related to fair value measurements given in ASC 820, Fair Value Measurements. These provisions define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. They also establish a hierarchy that prioritizes the information used in developing fair value estimates and require disclosure of fair value measurements by level within the fair value hierarchy. The hierarchy gives the highest priority to quoted prices in active markets (Level 1 measurements) and the lowest priority to unobservable data (Level 3 measurements), such as the reporting entity’s own data. These provisions also provide valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flows), and the cost approach (cost to replace the service capacity of an asset or replacement cost). ​ An asset or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of the valuation hierarchy are defined as follows: ​ Level 1: Observable inputs such as quoted prices (unadjusted) for identical assets or liabilities in active markets. ​ Level 2: Inputs other than quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ​ Level 3: Unobservable inputs that reflect the Company’s own assumptions ​ Concentrations of Credit Risk The Company’s cash is held in non-interest-bearing and interest-bearing accounts that may exceed the Federal Deposit Insurance Corporation (the “FDIC”) insurance limits. If such banking institutions were to fail, the Company could lose all or a portion of those amounts held in excess of such insurance limitations. For example, the FDIC took control of Silicon Valley Bank (SVB), where the Company held a portion of its cash and cash equivalents. The Federal Reserve subsequently announced that account holders would be made whole, and the Company once again received access to all of its cash and cash equivalents. However, the FDIC may not make all account holders whole in the event of future bank failures. In addition, even if account holders are ultimately made whole with respect to a future bank failure, account holders’ access to their accounts and assets held in their accounts may be substantially delayed. Any material loss that the Company may experience in the future or inability for a material time period to access its cash and cash equivalents could have an adverse effect on the Company’s ability to pay its operational expenses or make other payments, which could adversely F-8 Table of Contents affect the business. Major vendors are defined as those vendors having expenditures made by the Company which exceed 10.0% of the Company’s total cost of revenues. Concentrations of vendors were as follows for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 2023 Vendor A * ​ * ​ 35 % Vendor B * ​ 25 % 22 % Vendor C * ​ * ​ 21 % ​ Major customers are defined as those customers generating revenues for the Company which exceed 10.0% of the Company’s total recognized revenues. Concentrations of customers were as follows for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ 2023 ​ Customer A * ​ * ​ 12 % ​ Major concentrations of customers with licensing receivables are defined as those customers with a licensing receivables balances for the Company which exceed 10.0% of the Company’s outstanding licensing receivables. Concentrations of customers with licensing receivables balance were as follows for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ 2023 ​ Customer B 99 % 100 % 100 % ​ *Vendors and customers that did not exceed the 10.0% concentration threshold. ​ Digital Assets ​ In 2021, the Company saw a need to further diversify and maximize returns on cash balances that are not required to maintain adequate operating liquidity. As such, the Company implemented a policy that would allow for the investment in bitcoin (digital assets) under this policy. The Company believes their bitcoin holdings are highly liquid. However, digital assets may be subject to volatile market prices, which may be unfavorable at the time when the Company wants or needs to liquidate them. The Company has ownership of and control over their digital assets and may use third-party custodial services to secure it. The digital assets are initially recorded at cost and are subsequently remeasured on the consolidated balance sheets at fair value. Periods prior to January 1, 2025 include digital assets at cost, net of impairment losses incurred since their acquisition. ​ The Company determines and records the fair value of their digital assets in accordance with ASC Topic 820, Fair Value Measurement, based on quoted prices on the active exchange(s) that they have determined is the principal market for such assets (Level I inputs). The Company determines the cost basis of their digital assets using the cost at the time of acquisition of each unit received. Realized and unrealized gains and losses are now recorded to net loss (gain) on digital assets in the Company’s consolidated statement of operations. ​ For periods prior to January 1, 2025, prior to the adoption of ASU 2023-08, the Company’s digital assets were initially recorded at cost, and subsequently measured at cost, net of any impairment losses incurred since acquisition. Impairment losses were recognized as “Write-down of digital assets” in the Company’s Consolidated Statement of Operations in the period in which the impairment occurred. Also for periods prior to January 1, 2025, gains were not recorded until realized upon sale(s), at which point they were presented net of any impairment losses for the same digital assets held. In determining the gain to be recognized upon sale, the Company would calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale. ​ The Company accounts for its digital assets, which are comprised solely of bitcoin, as indefinite-lived intangible assets. The Company’s digital assets are initially recorded at cost. Subsequent to the Company’s adoption of ASU 2023-08 on January 1, 2025, bitcoin assets are measured at fair value as of each reporting period. The Company determines the fair value of its bitcoin based on quoted (unadjusted) prices on the BitGo exchange, the active exchange that the Company has determined is its principal market for bitcoin (Level 1 inputs). Changes in fair value are recognized as incurred in the Company's consolidated statements of operations, within “Net gain (loss) on digital assets”, within operating expenses in the Company’s consolidated statements of operations. ​ See Note 3, Digital Assets, for further information regarding digital assets. F-9 Table of Contents Liquidity The consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern within one year from the date of issuance of these consolidated financial statements. For the year ended December 31, 2025, the Company incurred a net loss of approximately $ 170.5 million and used cash in operating activities of approximately $ 83.3 million. The Company had an accumulated deficit of approximately $ 241.5 million as of December 31, 2025. The Company has seen tremendous growth in its revenue as a result of 1) increasing Angel Guild memberships, 2) having a strong pipeline of theatrical releases through 2026 and 3) finding success in post-theatrical window licensing agreements. Theatrical releases typically require a large upfront capital commitment for marketing the film. The Company finances marketing activities for theatrical releases through two primary methods: 1) Regulation A offerings that are tailored to raise money for the print and advertising costs (“P&A”) for specific theatrical releases and 2) P&A loan agreements with individual and institutional investors. During the year ended December 31, 2025, the Company raised $ 13.2 million from Regulation A offerings and received $ 84.0 million from P&A loans, both of which were used for P&A in various theatrical releases during the year. During the year ended December 31, 2024, the Company raised $ 5.0 million from Regulation A offerings and received $ 23.3 million from P&A loans. During the year ended December 31, 2025, the Company paid $ 43.5 million for the repayments of P&A loans, including interest, and paid $ 15.8 million as a redemption of shares for Regulation A investors, from the proceeds collected from the theatrical releases and other revenues earned. During the year ended December 31, 2024, the Company paid $ 17.9 million for the repayments of P&A loans, including interest and paid $ 0.0 million as a redemption of shares for Regulation A investors, from the proceeds collected from the theatrical releases and other revenues earned. Additionally, the Company has raised capital through the sale of its Common Stock, generating approximately $ 104.1 million of cash during the year ended December 31, 2025, and $ 32.8 million of cash and $ 9.5 million in bitcoin during the year ended December 31, 2024. During the year ended December 31, 2025, the Company has grown from approximately 0.6 million to approximately 2.0 million Angel Guild paying members, generating approximately $ 254.8 million in cash from Angel Guild paid memberships. In addition, in February 2026, the second tranche of the Company’s Loan and Security Agreement was drawn, for an aggregate principal amount equal to $ 20.0 million. Management believes the Company will be able to continue to fund operating capital shortfalls through March 2027 through the issuance of debt and Common Stock. While there is no assurance of success, management remains committed to its plans to grow revenues and manage expenses. If these efforts are not successful, or if securing debt and selling Common Stock on acceptable terms proves challenging, the Company can reduce its spend on marketing for the Angel Guild, which could materially affect its growth, its financial condition and/or its ability to continue as a going concern. Accounts Receivable The Company records its accounts receivable at sales value less an allowance for doubtful accounts receivable. Management determines the allowance for doubtful accounts receivable in accordance with ASC 326 by segmenting the receivables portfolio and using historical experience, market conditions and account aging to determine an allowance for each segment. Account balances are written off against the allowance when the potential for recovery is remote. Recoveries of receivables previously written off are recorded when payment is received. As of December 31, 2025, the allowance for doubtful accounts receivable was $ 0.6 million. As of December 31, 2024, the Company’s allowance for doubtful accounts receivable was $ 0.4 million. Licensing Receivables Licensing receivables consist of amounts due from customers under the Company’s multi-year content licensing arrangements. These receivables arise from the licensing of content to third parties, typically over terms ranging from several months to up to ten years , with an average duration of around three years . For licensing arrangements where payments are due over a longer period, the Company assesses the need to recognize a significant financing component when the expected time between the satisfaction of the Company’s performance obligations and the receipt of payment exceeds one year. In such cases, the licensing receivable is recorded at the present value of the future payments, discounted at a rate reflective of a separate financing transaction between the Company and the customer at contract inception. When no significant financing component is deemed to be present (e.g., when payments are expected within one year), the receivable is recorded at the transaction price, without adjustment for the time value of money. The Company monitors licensing receivables for collectability and assesses for credit risk at each reporting period. Any expected credit losses are recognized in accordance with the Company's allowance for doubtful accounts policy. F-10 Table of Contents Physical Inventory Physical inventory consists of apparel, DVDs, Blu-rays, books, and other merchandise purchased for resale, related to content the Company is distributing. Physical inventory is recorded at average cost. The Company periodically reviews the physical inventory for excess supply, obsolescence, and valuations above estimated realization amounts, and provides a reserve to cover these items. Management determined that no reserve for physical inventory was necessary as of December 31, 2025, 2024, and 2023. Prepaid Expenses and Other Prepaid expenses primarily represent payments made in advance for services and goods to be received in future periods. These include, but are not limited to, prepayments for insurance, software, rent, fees and future advertising. As the benefits are consumed or utilized, the prepaid assets are recognized as expenses on the consolidated statements of operations. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated economic useful lives of the assets or over the related lease terms (if shorter) as follows: ​ ​ ​ ​ Office and computer equipment ​ ​ ​ 3 years Production equipment 1 year Leasehold improvements 1 year Furniture and fixtures 3 years Warehouse equipment 3 - 5 years Internal-use software ​ 3 years Computer software 2 years ​ Expenditures that materially increase values or capacities or extend useful lives of property and equipment are capitalized. Routine maintenance, repairs, and renewal costs are expensed as incurred. Upon sale or other retirement of depreciable property, the cost and accumulated depreciation and amortization are removed from the related accounts and any gain or loss is reflected in the consolidated statements of operations. Content The Company produces content for Dry Bar Comedy shows that are recorded and streamed through various channels. The Company capitalizes costs associated with the production, including development costs, direct costs, and production overhead. The Company amortizes the content assets in cost of revenues on the consolidated statements of operations over the period of use, which is estimated to be ten years , beginning with the month of first availability. The amortization is calculated using the straight-line method. In May 2025, the Company agreed to purchase the IP for Sketch from Wonder Project Inc. With this purchase, Angel Studios now controls the rights, title, and interest in the film, including any subsequent productions. The Company amortizes this content asset in cost of revenues on the consolidated statements of operations over the period of use, which is estimated to be ten years , beginning with the month of first availability. The amortization is calculated using the individual-film-forecast method in order to properly recognize expenses in the same accounting period as the revenues they help generate. Royalty Advances From time to time, the Company advances cash to its partners as prepayments of future royalty earnings. These advances are recoupable from future royalties otherwise payable to the partner and are collected by the Company prior to the distribution of other earnings or settlement of other obligations. Intangible Assets Intangible assets consist of domain names the Company has acquired and prepaid content rights and are stated at cost less accumulated amortization. Amortization for the domain names is calculated using the straight-line method over the estimated economic useful lives of the domain names of approximately thirty years . F-11 Table of Contents In July 2025, the Company entered into a First Look Agreement with an artist granting the Company the right of first refusal on the artist’s future projects. As part of the arrangement, the Company paid a nonrefundable $ 3.0 million cash bonus upon execution of the agreement and granted non-qualified stock options to the artist. The cash payment is being amortized on a straight-line basis over the first guaranteed year of the agreement, which represents the period of expected benefit. The agreement includes optional renewal years that are subject to annual performance conditions and may be terminated by either party. The stock option grant includes both immediately vested and performance-based components; the immediate portion was expensed at grant, and the performance-based portion will be recognized as compensation expense when achievement of the related performance conditions becomes probable Internal-Use Software The Company follows Accounting Standards Codification (“ASC”) 350-40, as amended by ASU 2025-06, to account for development costs incurred for the costs of computer software developed or obtained for internal use. ASC 350-40 requires such costs to be capitalized once certain criteria are met. Capitalized internal-use software costs are primarily comprised of direct labor and technology related expenses. ASC 350-40 includes specific guidance on costs not to be capitalized, such as overhead, general and administrative, and training costs. Internal-use software includes software utilized for cloud-based solutions as well as software for internal systems and tools. Costs are capitalized once the project is defined, funding is committed, and it is confirmed the software will be used for its intended use. Capitalization of these costs concludes once the project is complete and the software is ready for its intended purpose. Post-configuration training and maintenance costs are expensed as incurred. Impairment of Long-Lived Assets No significant write-downs of long-lived assets occurred during the years ended December 31, 2025 and 2024. Investments in Affiliates Investments in affiliates represent the Company’s investments in noncontrolling interests. The Company’s investments where the Company has significant influence, but does not control, and joint ventures which are variable interest entities (“VIE”) in which the Company is not the primary beneficiary, are recorded under the equity method of accounting in the accompanying consolidated financial statements. The Company’s investments where the Company has little or no influence and which the Company is not the primary beneficiary, are accounted for using the measurement alternative, which is cost, less any impairment, in the accompanying consolidated financial statements. Under the equity method, the Company’s investment is stated at cost and adjusted for the Company’s share of net earnings or losses and reduced by distributions. Equity in earnings is recognized based on the Company’s ownership interest in the earnings of the VIE. Under the measurement alternative, the Company’s investment is stated at cost and will be reduced by any distributions received. Notes Receivable The Company enters into various notes receivable with filmmakers for marketing and other purposes. The Company records its notes receivable based on actual amounts loaned or paid for on behalf of the filmmaker. The Company also has a note receivable from the disposition of a business in 2021. The Company establishes specific reserves for those customer accounts identified with collection problems due to insolvency or other issues. The Company’s notes receivable are considered past due when payment has not been received within thirty days of the due date. The amounts of the specific reserves are estimated by management based on various assumptions, including the customer’s financial position, age of the receivables and changes in payment schedules and histories. Notes receivable balances are charged off against the allowance for doubtful notes when the potential for recovery is remote. Recoveries of notes receivable previously charged off are recorded when payment is received. The allowance for doubtful notes receivable was $ 0.0 million as of December 31, 2025 and December 31, 2024. Other Long-term Assets Other long-term assets mainly consist of security deposits that will be held for longer than one year and are recorded at fair value when paid and deferred tax assets. Any impairment in the other long-term assets will be recognized on the consolidated statements of operations. F-12 Table of Contents Accrued Expenses Accrued expenses represent liabilities for goods or services received by the Company as of the reporting date but for which invoices have not been received or processed. These expenses are recognized when all of the following conditions are met: there is a present obligation resulting from a past event (i.e., goods or services have been received), it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably measured. Accrued expenses are recognized and measured based on the best estimate of the amount owed at the reporting date. Estimates are based on available information and historical experience, taking into consideration any known uncertainties. Where necessary, accruals are adjusted in subsequent periods to reflect changes in circumstances or estimates. Accrued Licensing Royalties Accrued licensing royalties represent amounts owed by the Company to filmmakers based on the contractual terms agreed upon with the filmmaker. Estimates are made based on available information and historical experience, taking into consideration any known uncertainties. Where necessary, accruals are adjusted in subsequent periods to reflect changes in circumstances or estimates. Deferred Revenue Deferred revenue represents payments received in advance of the Company fulfilling its performance obligations under various arrangements, including Angel Guild memberships, content licensing, Pay it Forward payments for theatrical releases, theatrical ticket presales and other deferred revenue. The Company recognizes deferred revenue when cash is received before the related revenue recognition criteria are met, and such amounts are recognized as revenue when the related performance obligations are satisfied. Angel Guild Memberships Angel Guild membership fees, which include multiple membership options, are recorded as deferred revenue when received. As of December 31, 2025 and December 31, 2024, the Company had $ 64.8 million and $ 19.8 million, respectively, of deferred revenue related to Angel Guild memberships. These amounts are expected to be recognized as revenue over the membership period and within the next twelve months. ​ Pay it Forward The Company receives Pay it Forward payments, which are used to offset the costs of free or discounted theatrical tickets provided to others. Pay it Forward payments in excess of Ticket Redemption Expenses (as defined below) are initially recorded as deferred revenue. Revenue is recognized as Pay it Forward payments are redeemed for tickets or when it is determined that future ticket redemptions will be less than the deferred revenue balance. As of December 31, 2025 and December 31, 2024, the Company had $ 0.0 million and $ 0.4 million, respectively, of deferred revenue related to Pay it Forward payments, which is expected to be redeemed or recognized as revenue within the next twelve months. ​ Theatrical Ticket Presales The Company records deferred revenue related to theatrical ticket presales, which represent payments received in advance of scheduled theatrical releases. Revenue is recognized when the related theatrical releases occur. As of December 31, 2025 and December 31, 2024, the Company had $ 0.6 million and $ 1.0 million, respectively, of deferred revenue related to these presales. ​ Other Deferred Revenue As of December 31, 2025 and December 31, 2024, the Company had $ 1.1 million and $ 1.0 million, respectively, in deferred revenue from various other types of contractual arrangements. These amounts will be recognized as revenue when the performance obligations are satisfied, primarily within the next twelve months. ​ Revenue Recognition The Company recognizes revenue when a customer obtains control of promised products or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these products or services. The Company applies the following five steps: 1) Identify the contract with the customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to performance obligations in the contract; and 5) Recognize revenue F-13 Table of Contents when or as the Company satisfies a performance obligation. The following components represent the most significant portions of revenue being recognized: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ 2025 ​ ​ ​ 2024 ​ 2023 Angel Guild $ 209,724,757 ​ $ 35,646,375 ​ $ 2,940,290 Theatrical ​ 77,008,602 ​ ​ 29,445,641 ​ ​ 106,838,828 Content licensing 24,466,996 ​ 16,588,700 ​ ​ 38,687,753 Merchandise ​ 7,359,835 ​ ​ 5,808,750 ​ ​ 18,020,076 Pay it Forward 1,078,466 ​ 5,610,677 ​ ​ 31,856,327 Theatrical Pay it Forward ​ 719,370 ​ ​ 2,213,993 ​ ​ 3,430,855 Other ​ 1,200,280 ​ ​ 1,202,303 ​ ​ 663,187 Total Revenue $ 321,558,306 $ 96,516,439 ​ $ 202,437,316 ​ Angel Guild Revenue The Angel Guild is a paid membership that gives certain benefits, such as early access to certain content and the ability to vote on future content. Premium memberships receive additional benefits, such as complimentary theatrical tickets and merchandise discounts. Members have the option to pay either on a monthly or annual basis. The payments for memberships are initially recorded as deferred revenue and allocated to three different performance obligations: 1) memberships – recognized on a straight-line basis over the membership period, 2) complimentary theatrical tickets – allocated only in periods of theatrical releases by the Company and recognized as tickets are redeemed during the month of membership and 3) merchandise – recognized as the benefit is used. Theatrical Release Revenue Prior to the digital release of licensed content, the Company might provide the option to release content as part of a theatrical release. Revenue from these events is recognized at a point in time – when the theatrical showing takes place. The Company will negotiate the terms of the theatrical distribution window (ranging from a few weeks to a few months), profit sharing percentage, and collection terms with the theater owners prior to the release. Theatrical release revenue fluctuates depending on the timing and scale of theatrical showings. Content Licensing The Company’s content licensing arrangements include fixed fee and minimum guarantee arrangements, and sales or usage based royalties. The Company’s fixed fee or minimum guarantee licensing arrangements may, in some cases, include multiple titles, multiple license periods (windows), rights to exploitation in different media, or rights to exploitation in multiple territories, which may be considered distinct performance obligations. When these performance obligations are considered distinct, the fixed fee or minimum guarantee in the arrangement is allocated to the title, window, media right or territory as applicable, based on estimates of relative standalone selling prices. The amounts related to each performance obligation (i.e., title, window, media or territory) are recognized when the content has been delivered, and the window for the exploitation right in that territory has begun, which is the point in time at which the customer is able to begin to use and benefit from the content. ​ Sales or usage based royalties represent amounts due to the Company based on the “sale” or “usage” of its content by the customer, and revenues are recognized at the later of when the subsequent sale or usage occurs, or the performance obligation to which some or all the sales or usage-based royalty has been allocated has been satisfied (or partially satisfied). Generally, when the Company licenses completed content (with standalone functionality, such as a movie, or television show), its performance obligation will be satisfied prior to the sale or usage. The actual amounts due to the Company under these arrangements are typically not reported to the Company until several months after the close of the reporting period. The Company records revenue under these arrangements for the amounts due and not yet reported to the Company based on estimates of the sales or usage of these customers and pursuant to the terms of the contracts. Such estimates are based on information from the Company’s customers, historical experience with similar titles in that market or territory, the performance of the title in other markets and/or available data in the industry. While the Company believes these estimates are reasonable estimates of the amounts due under these arrangements, such estimated amounts could differ from the actual amounts to be subsequently reported by the customer, which could be higher or lower than the Company’s estimates, and could result in an F-14 Table of Contents adjustment to revenues in future periods. Any adjustments booked during the years ended December 31, 2025 and 2024 have been immaterial. ​ For certain multi-year licensing arrangements, payments may be due over a longer period. When the Company expects the period between fulfillment of its performance obligation and the receipt of payment to be greater than a year, a significant financing component is present. In these cases, such payments are discounted to present value based on a discount rate reflective of a separate financing transaction between the customer and the Company, at contract inception. The Company does not assess contracts with deferred payments for significant financing components if, at contract inception, the Company expects the period between fulfillment of the performance obligation and subsequent payment to be one year or less. ​ Content licensing arrangements can last between several months to up to ten years . The typical period ranges around three years . ​ Merchandise Revenue The Company has partnered with creators to distribute the creators’ licensed original content and related merchandise. Merchandise revenue represents apparel, DVDs, Blu-rays, books and other intellectual property. Revenue is recognized upon shipment of the merchandise and is recognized at a point in time, when physically shipped. Pay it Forward Revenue Pay it Forward revenue consists of payments made from customers who want to keep the Company’s content free to general users and help create future episodes and seasons of their favorite shows. Pay it Forward revenues are reported as Pay it Forward revenue in the consolidated statements of operations in accordance with ASC Topic 958, Not-for-Profit Entities. Theatrical Pay it Forward Revenue The Company also collects Pay it Forward payments for the Company’s upcoming or current theatrical releases. These collections are used to offset the cost the Company incurs to purchase free or discounted tickets (“Ticket Redemption Expenses”) for people who may not have otherwise been able to watch the film. If total theatrical Pay it Forward payments are in excess of total Ticket Redemption Expenses, the excess amount will initially be included on the Company’s consolidated financial statements as deferred revenue. Deferred revenue will be recognized as Pay it Forward revenue during a reporting period if future Ticket Redemption Expenses are expected to be less than the deferred revenue balance. Other Revenue Other revenue consists of tickets to Dry Bar Comedy shows and other events, concession sales, general and administrative management fees and in-app advertising. Other revenue is recognized when the services are performed or when the event takes place. The following table presents the Company’s revenue recognized over time or at a point in time (as previously described) for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ 2023 Over time revenue ​ $ 210,005,541 ​ $ 36,514,273 ​ $ 4,235,600 Point in time revenue ​ 111,552,765 ​ 60,002,166 ​ 198,201,716 Total revenue ​ $ 321,558,306 ​ $ 96,516,439 ​ $ 202,437,316 ​ F-15 Table of Contents The Company does not disclose revenue by geography as it is impracticable to do so. The Company’s business operations involve complex, interconnected revenue streams that are not easily attributable to specific geographic regions. Revenue is often generated through multi-region engagements, global contracts and shared operational resources, making geographic segmentation inaccurate or misleading. As a result, providing such information would not reflect the true nature of the Company’s business and could lead to misinterpretation. Cost of Revenues Cost of revenues represents the direct costs incurred by the Company in generating its revenue. These costs include expenses directly associated with the goods or services sold during the reporting period. Cost of revenues is recognized in the consolidated statements of operations in the period in which the related revenue is recognized, following the matching principle. Components of cost of revenues include licensing royalty expense, free theatrical tickets for premium Guild members, content amortization, film delivery costs, hosting, merchandise costs, credit card fees, freight and shipping costs, and costs of services provided. Selling and Marketing Expenses Selling and marketing expenses represent costs incurred by the Company in promoting and selling its products or services. These expenses are recognized in the consolidated statements of operations in the period in which they are incurred. Components of selling and marketing expenses include advertising and promotional activities, salaries and benefits for sales and marketing personnel, travel and entertainment expenses related to sales and marketing activities, and costs of marketing materials. It also includes costs incurred by the Company to purchase movie tickets for giving away, which costs are offset by the Pay it Forward receipts the Company receives from customers who Pay it Forward for others to see the show. The total amount of Pay it Forward receipts that were offset against selling and marketing costs during the years ended December 31, 2025, 2024 and 2023 were $ 6.8 million, $ 4.2 million and $ 23.8 million, respectively. General and Administrative Expenses General and administrative expenses represent costs incurred by the Company that are not directly attributable to the production of goods or services. These expenses include, but are not limited to, salaries and benefits of administrative staff, office rent, utilities, office supplies, insurance, legal fees and other overhead costs necessary to support the operations of the business. General and administrative expenses are recognized in the consolidated statements of operations in the period in which they are incurred. Expenses are measured at the fair value of the consideration given in exchange for goods or services received. Research and Development Expenses Research and development expenses consist primarily of payroll, software and other related expenses for research and development personnel responsible for making improvements to the Company’s service offerings, including testing and maintaining and modifying the user interface and infrastructure. Under ASC 350-40, as amended by ASU 2025-06 and as discussed in the Internal-Use Software section above, certain of these expenses are capitalized and amortized over the useful life. The amortization of these expenses are included in research and development expenses. For expenses that do not qualify for capitalization, the expenses are recognized in the consolidated statements of operations in the period in which they are incurred. Legal Expenses Legal expenses include costs incurred in connection with legal proceedings, regulatory matters, compliance obligation, and corporate governance. Legal expenses may fluctuate based on the nature, timing, and complexity of matters encountered by us. Stock-Based Compensation Stock-based payments made to employees, including grants of employee stock options, are measured using a fair value-based method. The related expense is recorded in the consolidated statements of operations over the period of service. F-16 Table of Contents Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the tax bases of assets and liabilities. The deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred income tax assets are reviewed periodically for recoverability, and valuation allowances are provided when it is more likely than not that some or all of the deferred income tax assets may not be realized. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open tax years based on an assessment of many factors including experience and interpretations of tax laws applied to the facts of each matter. The Company files income tax returns in the U.S. federal jurisdiction and certain state jurisdictions. As of December 31, 2025, and 2024, the Company had $ 0.0 million of deferred tax assets. Basic and Diluted Earnings (Loss) Per Share Basic earnings (loss) per share attributable to the Company is computed by dividing income (loss) attributable to the Company by the weighted-average number of shares outstanding during the period. Diluted earnings (loss) per share attributable to the Company gives effect to all dilutive potential shares that are outstanding during the period (if any) and excludes stock options that are anti-dilutive as a result of any net losses during the period. Operating Leases The Company leases several office spaces, warehouses, and servers, which are accounted for as operating leases. Lease payments are due monthly and are based on the fixed terms of the leases. The lease terms expire at various dates through 2029 and provide for renewal options ranging from one year to five years . In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. The Company determines if an arrangement is a lease at its inception. A rate implicit in the lease when readily determinable is used in arriving at the present value of lease payments. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on information available at lease commencement date for all of its leases. Lease expense for operating leases is recognized on a straight-line basis. Segment Reporting The Company operates as a single reportable segment. The Chief Operating Decision Maker (“CODM”), Neal Harmon, the Chief Executive Officer, evaluates the Company’s financial performance and allocates resources based on consolidated financial results. The Company does not manage its operations or prepare financial information on a disaggregated basis beyond the consolidated level for internal reporting purposes. The CODM reviews consolidated operating results, primarily focusing on revenue, operating income (loss), and key expense categories to assess performance and make strategic decisions. The single reportable segment derives its revenue as described above, primarily from Angel Guild revenue, theatrical release revenue, content licensing, merchandise revenue, Pay it Forward revenue and other revenue. Segment profit or loss is measured consistently with the consolidated operating income (loss) presented in the consolidated statements of operations. The significant expense categories regularly provided to the CODM as part of the consolidated financial review include cost of revenue, selling and marketing, research and development, legal and general and administrative expenses. The amounts for these categories are included in the consolidated statements of operations. These expenses represent the primary financial measures used by the CODM to evaluate operational efficiency and resource needs. No other significant expense categories or performance metrics are regularly provided to the CODM on a disaggregated basis. F-17 Table of Contents Convertible Notes and Warrants The Company accounts for warrants and convertible features of debt as either equity-classified or liability-classified instruments based on an assessment of the financial instrument’s specific terms. ​ The assessment for the convertible features of debt considers whether the convertible debt instrument is issued at a substantial premium. The Company has determined that a premium of 10 percent or more is considered substantial. ​ The assessment for the warrants considers whether the warrants are freestanding financial instruments, meet the definition of a liability, and whether the warrants meet all the requirements for equity classification, including whether the warrants are indexed to the Company’s own stock and whether the warrant holders could potentially require “net cash settlement”, among other conditions for equity classification. ​ The Company has determined that all outstanding warrants and convertible features of debt meet the criteria for equity classification. The warrants and the convertible features of the debt are recorded as a component of additional paid-in capital on the consolidated statements of stockholders’ equity at the time of issuance. ​ The fair value of the warrants and the convertible features of the debt are estimated using the Black Scholes option pricing model at the time of issuance. ​ Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted ASU 2025-12 In December 2025, the FASB issued ASU 2025-12, Codification Improvments., which addresses stakeholder suggestions through technical corrections, clarifications, and minor improvements across various Codification Topics, applying to all entities within affected guidance. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-12. ASU 2025-11 In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements , which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11. ASU 2024-03 In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The Board is issuing the amendments in this Update to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this Update should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements. The Company will review the guidance in ASU 2024-03 and will adopt disclosures as applicable in the fiscal year ended December 31, 2027. ​ Recently Adopted Accounting Pronouncements ​ ASU 2025-06 In September 2025, the FASB issued ASU 2025-06, which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. The ASU makes targeted improvements to ASC 350-40 but does not fully align the framework for accounting for internally developed software costs that are subject to ASC 350-40 with the framework applied to software to be sold or marketed F-18 Table of Contents externally that is subject to ASC 985-20. The ASU also does not amend the guidance on costs of software licenses that are within the scope of ASC 985-20. The amendments supersede the guidance on Web site development costs in ASC 350-50 and relocate that guidance, along with the recognition requirements for development costs specific to Web sites, to ASC 350-40. This ASU becomes effective for annual periods beginning in 2028, including interim periods, with early adoption permitted. The Company has adopted this standard with its annual period beginning on January 1, 2025 and applied it retrospectively. The adoption of this standard will require the capitalization of software costs not previously capitalized under the old standard; therefore, it required an adjustment to the Company’s opening Accumulated Deficit balance as of January 1, 2025 and 2024 to recognize the cumulative effect of initially applying the change in accounting principle to previous periods. The adjustment subsequently made was a decrease in the accumulated deficit for the years ended December 31, 2022, December 31, 2023 and December 31, 2024 of $ 7.1 million, $ 11.3 million and $ 12.9 million, respectively. An adjustment to increase the Company’s Net Income was required for the year ended December 31, 2023 of $ 4.2 million and an adjustment to decrease the Company’s Net Loss was required for the year ended December 31, 2024 of $ 1.5 million. The per-share impact for the year ended December 31, 2024 was $ 0.01 for both basic and diluted Net Loss per common share. The per-share impact for the year ended December 31, 2023 was $ 0.03 and $ 0.03 for basic and diluted Net Loss per common share, respectively. In addition, an adjustment to decrease the Company’s Net Loss was required for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025 of $ 0.1 million, $ 0.1 million and $ 0.1 million, respectively. The adjustment created an insignificant impact to the Company’s income tax expense (benefit) for the years ended December 31, 2023 and December 31, 2024. ​ ASU 2023-09 In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This ASU enhances the transparency and decision-usefulness of income tax disclosures by requiring, among other items, greater disaggregation in the rate reconciliation and income taxes paid by jurisdiction. ​ ASU 2023-08 In December 2023, the FASB issued ASU No. 2023 08, “Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350 60): Accounting for and Disclosure of Crypto Assets.” This standard provides accounting and disclosure guidance for crypto assets that meet the definition of an intangible asset and certain other criteria. In-scope assets are subsequently measured at fair value with changes recorded in the consolidated statements of operations. The standard requires separate presentation of (1) in-scope crypto assets from other intangible assets and (2) changes in the fair value of those crypto assets. Disclosure of significant crypto asset holdings and an annual reconciliation of the beginning and ending balances of crypto assets are also required. This ASU is effective for annual periods beginning in 2025, including interim periods, with early adoption permitted. The Company adopted this standard with its annual period beginning on January 1, 2025. The adoption of this standard required an adjustment to the Company’s opening Retained Earnings balance as of January 1, 2025, to recognize the cumulative effect of initially applying the change in accounting principle to previous periods. The adjustment subsequently made was an increase in the Company’s digital assets of $ 16.0 million, with a corresponding decrease to the Company’s opening Retained Earnings balance, which accounts for the difference between the December 31, 2024 ending book value of digital assets and their respective fair market value on January 1, 2025. ​ 2. Recapitalization As discussed in Note 1, following the closing of the Business Combination, Angel Legacy was deemed the accounting acquirer and the transaction was accounted for as a reverse recapitalization. Transaction Proceeds Upon the closing, the Company received no gross proceeds. The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statement of stockholders’ equity for the period ended September 30, 2025, the interim period in which the Business Combination occurred: ​ ​ ​ ​ ​ ​ ​ Cash-trust and cash, net of redemptions ​ ​ ​ $ - Add: other assets ​ ​ ​ ​ - Less: accounts payable and accrued expenses ​ ​ ​ ​ ( 10,261,623 ) Reverse recapitalization, net ​ ​ ​ $ ( 10,261,623 ) ​ In connection with the Business Combination, the Company incurred $ 4.9 million in one-time direct and incremental transaction costs, consisting of legal and other professional fees, recorded in general and administration expenses. F-19 Table of Contents The number of shares of common stock immediately following the consummation of the Business Combination were: ​ ​ ​ ​ ​ ​ ​ Southport common stock, outstanding prior to Business Combination ​ ​ ​ ​ 6,937,923 Angel Legacy Shares, converted ​ ​ ​ ​ 160,673,772 Shares issued to Angel Legacy convertible noteholders ​ ​ ​ ​ 973,002 Common stock immediately after the Business Combination ​ ​ ​ ​ 168,584,697 ​ ​ 3. Digital Assets The table below summarizes the digital assets shown on the Company’s consolidated balance sheets as of: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2024 Digital assets held: ​ ​ ​ ​ ​ Approximate number of bitcoin held ​ 303.1 ​ ​ 304.2 Digital asset cost basis $ 19,617,187 ​ $ 19,684,438 Digital asset carrying value $ 26,527,560 ​ $ 12,457,387 ​ The cost basis is determined using the first-in, first-out methodology. The carrying value on the Company’s consolidated balance sheets at each period-end prior to the adoption of ASC 2023-08 represented the lowest fair value (based on Level 1 inputs in the fair value hierarchy) of the bitcoin at any time since their acquisition. Therefore, these fair value measurements were made during the period of their acquisition through December 31, 2024. The following table summarizes the Company’s digital asset purchases, gains (losses) on digital assets as calculated after the adoption of ASU 2023-08 on January 1, 2025, and write-down of digital assets as calculated prior to the adoption of ASU 2023-08 for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ 2025 ​ ​ ​ 2024 ​ 2023 Approximate number of bitcoin acquired ​ — ​ ​ 182.0 ​ ​ 3.9 Approximate number of bitcoin dispensed ​ ( 1.10 ) ​ ​ ( 53.8 ) ​ ​ — Digital asset additions $ — ​ $ 624,644 ​ $ 118,965 Digital asset dispositions $ 99,117 ​ $ 2,287,978 ​ $ — Unrealized loss, net $ ( 1,789,357 ) ​ $ — ​ $ — Realized gain (loss), net $ ( 3,371 ) ​ $ 1,683,946 ​ $ ( 4,000 ) F-20 Table of Contents ​ ​ 4. Property and Equipment Property and equipment consisted of the following as of December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Computer equipment ​ $ 2,058,567 ​ $ 1,685,254 Leasehold improvements ​ 564,492 ​ 454,082 Computer software ​ 555,962 ​ 545,255 Furniture and fixtures ​ 355,764 ​ 355,764 Production equipment ​ 288,398 ​ 280,512 Warehouse equipment ​ 113,965 ​ 106,856 ​ ​ 3,937,148 ​ 3,427,723 Less accumulated depreciation and amortization ​ ( 3,227,303 ) ​ ( 2,648,796 ) ​ ​ $ 709,845 ​ $ 778,927 ​ Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 1 to 5 years . Depreciation and amortization expense on property and equipment for the years ended December 31, 2025, 2024 and 2023 was $ 0.6 million, $ 0.7 million, and $ 0.7 million, respectively. ​ 5. Content Assets, Net Content consisted of the following as of December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Content ​ $ 11,246,401 ​ $ 2,158,394 Less accumulated amortization ​ ( 4,973,476 ) ​ ( 447,528 ) ​ ​ $ 6,272,925 ​ $ 1,710,866 ​ The Company produces content for Dry Bar Comedy shows that are recorded and streamed through various channels. The Company capitalizes costs associated with the production, including development costs, direct costs, and production overhead. The Company amortizes the content assets in cost of revenues on the consolidated statements of operations over the period of use, which is estimated to be ten years , beginning with the month of first availability. The amortization for this content is calculated using the straight-line method. The Company also capitalizes the content licensing rights for certain shows. The amortization for these content licensing rights is accrued and expensed according to the terms of the individuals licensing agreements. In May 2025, the Company agreed to purchase the IP for Sketch from Wonder Project Inc. With this purchase, Angel Studios now controls the rights, titl e, and interest in the film, including any subsequent productions. The Company amortizes this content asset in cost of revenues on the consolidated statements of operations over the period of use, which is estimated to be ten years , beginning with the month of first availability. The amortization is calculated using the individual-film-forecast method in order to properly recognize expenses in the same accounting period as the revenues they help generate. ​ Amortization expense on content for the years ended December 31, 2025, 2024 and 2023 was $ 4.5 million, $ 0.2 million and $ 0.2 million, respectively. ​ 6. Notes Receivable On March 1, 2021, the Company entered into an agreement to sell substantially all the assets and liabilities of the Company’s content filtering service. As part of this transaction, the Company paid cash to the buyer to provide liquidity to the business and the buyer entered into a note with the Company and is required to pay $ 9.9 million over fourteen years . If the buyer defaults under any of its obligations under the agreement, they will be required to transfer and assign all assets and liabilities back to the Company for no consideration. As of December 31, 2025, and 2024, the outstanding balance on the consolidated balance sheets is $ 4.2 million and $ 4.5 million, respectively. F-21 Table of Contents In addition to the notes receivable from the sale of the filtering business, the Company enters into various notes receivables with filmmakers and international distributors for marketing and other purposes. The terms of these agreements are generally less than one year and non-interest bearing. The total amount of notes receivable due from filmmakers and international distributors as of December 31, 2025 and 2024 was $ 1.1 million and $ 0.5 million, respectively, which is included in current portion of notes receivable on the consolidated balance sheets. 7. Intangible Assets Intangible assets consisted of the following as of December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Domain names ​ ​ 2,197,465 ​ ​ 2,191,454 Prepaid content rights ​ ​ 3,000,000 ​ ​ — Less accumulated amortization ​ ( 1,347,430 ) ​ ( 274,299 ) ​ ​ $ 3,850,035 ​ $ 1,917,155 ​ Amortization for the domain names is calculated using the straight-line method over the estimated economic useful lives of the domain names of approximately thirty years . The prepaid content rights are being amortized on a straight-line basis over the first guaranteed year of the agreement, which represents the period of expected benefit. Amortization expense on intangible assets for the years ended December 31, 2025, 2024 and 2023 was $ 1.1 million, $ 73.0 thousand and $ 73.0 thousand, respectively. ​ 8. Capitalized Software, Net ​ A summary of the Company's capitalized software as of December 31, 2025 and 2024 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated Useful Life ​ 2025 ​ ​ ​ 2024 Software development costs ​ 3 years ​ $ 39,952,014 ​ $ 31,182,445 Development in progress ​ ​ ​ 625,167 ​ 701,304 Accumulated amortization ​ ​ ​ ( 27,268,934 ) ​ ( 19,027,444 ) Capitalized software, net ​ ​ ​ $ 13,308,247 ​ $ 12,856,305 ​ The Company capitalized software development costs for continuing operations totaling $ 8.7 million and $ 8.4 million during the years ended December 31, 2025 and 2024, respectively. Amortization expense for continuing operations for capitalized software development costs amounted to $ 8.2 million, $ 6.9 million and $ 4.8 million during the years ended December 31, 2025, 2024 and 2023, respectively. The capitalized software costs are being amortized on a straight-line basis over a three-year period, which represents the period of expected benefit. There were no amounts written down to net realizable value for continuing operations during the years ended December 31, 2025, 2024 and 2023, respectively. ​ ​ ​ F-22 Table of Contents ​ 9. Debt ​ Notes Payable ​ The following table summarizes the Company’s debt facilities as of December 31, 2025 and December 31, 2024 (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Type of Facility or Arrangement ​ Carrying Value ​ ​ Fair Value (1) ​ ​ Carrying Value ​ ​ Fair Value (1) ​ ​ Original Principal Amount ​ ​ Interest Rate ​ ​ Repayment Terms May 2024 P&A loans ​ $ 2.0 ​ ​ $ 2.0 ​ ​ $ 3.3 ​ ​ $ 3.3 ​ ​ $ 3.0 ​ ​ 10.0 * % ​ ​ For detailed terms, see (2) May 2025 convertible note ​ ​ 5.5 ​ ​ ​ 7.0 ​ ​ ​ — ​ ​ ​ — ​ ​ ​ 5.0 ​ ​ 15.0 ​ ​ ​ For detailed terms, see (3) September 2025 note with warrants ​ ​ 40.0 ​ ​ ​ 40.0 ​ ​ ​ — ​ ​ ​ — ​ ​ ​ 40.0 ​ ​ 13.5 ​ ​ ​ For detailed terms, see (3) Revolving P&A loans (See Note 17, Related-Party Transactions ) ​ ​ 53.5 ​ ​ ​ 53.5 ​ ​ ​ 8.2 ​ ​ ​ 8.2 ​ ​ ​ ​ ​ ​ 10.0 - 15.0 * ​ ​ ​ For detailed terms, see (4) Total ​ ​ 101.0 ​ ​ ​ 102.5 ​ ​ ​ 11.5 ​ ​ ​ 11.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: discounts and issuance costs, net of amortization ​ ​ ( 3.8 ) ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total notes payable balance ​ $ 97.2 ​ ​ $ 102.5 ​ ​ $ 11.5 ​ ​ $ 11.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * The interest rates for these loans are calculated as simple interest, where the amount of interest is a fixed amount of the principal. ​ (1) For debt without convertible features and/or warrants, the Company measures the fair value of its outstanding debt and interest rate swaps using discounted cash flow techniques that use observable market inputs (Level 2 measurements). For debt with conversion features and/or warrants, the conversion features and warrants were determined based on the Black Scholes option pricing model and have been classified as level 3 in the fair value hierarchy. (2) The maturity date is dependent on the timing of cash collections from theatrical sales, licensing revenue, merchandise sales and other revenue. The balance is expected to be fully paid within the next twelve months. (3) See the convertible features and/or warrants section below. (4) The current notes mature between January and April 2026. ​ Maturities for all long-term debt at December 31, 2025, are as follows (in millions): ​ ​ ​ ​ ​ Year Ending December 31, ​ ​ ​ ​ 2026 ​ $ — 2027 ​ 7.3 2028 ​ ​ 11.8 2029 ​ ​ 13.6 2030 ​ ​ 12.8 Thereafter ​ ​ — Total (1) ​ $ 45.5 ​ (1) The carrying value of the debt in the above table excludes discounts and issuance costs, net of amortization, of $ 3.8 million ​ ​ ​ F-23 Table of Contents Notes with convertible features and/or warrants May 2025 convertible note with warrants In May 2025, the Company entered into a note and warrant purchase agreement with an unaffiliated third party, providing for the private placement of a subordinated convertible promissory note and warrant to purchase 163,322 shares of the Company’s Class A Common Stock with an exercise price of $ 6.13 per share. At the investor’s option and prior to the maturity date, the convertible note and any accrued interest may be converted into shares of the Company’s Class A Common Stock at a fixed price of $ 6.13 per share. The Company does not have the right to prepay the convertible note. Interest is compounded monthly and payable on the maturity date. A discount of $ 1.3 million was recorded for the convertible feature of the note and the warrant, as allocated based on the relative fair values of the elements of the convertible note and warrant. This discount was recorded as paid-in capital. Due to the total fair value of the note, including the warrant and convertible feature, being greater than the principal amount of the note, the effective interest rate is greater than the coupon rate and is approximately 30.9 %. In September 2025, Steve Sarowitz, who is the controlling person of this unaffiliated third party, became a member of the Company’s board of directors. August 2025 convertible notes In August 2025, the Company entered into two notes with unaffiliated third parties, providing for the private placement of subordinated convertible promissory notes of the Company’s Class A Common Stock. A discount of $ 0.8 million was recorded for the convertible feature of the note, as allocated based on the relative fair values of the elements of the convertible note. This discount was recorded as paid-in capital. Due to the total fair value of the note, including the convertible feature, being greater than the principal amount of the note, the effective interest rate is greater than the coupon rate and is approximately 45.2 %. These notes included automatic conversion features where if the Company’s Common Stock becomes listed on a national securities exchange, the notes would automatically convert into a number of shares of the Company’s Class A Common Stock equal to the total outstanding principal amount, together with all accrued interest, divided by the conversion price of $ 7.29 . In September 2025, as a result of the Business Combination, the Company became publicly listed, and therefore these notes were automatically converted per the terms of the notes. The total number of shares issued upon conversion was 973,002 shares of Class A Common Stock. September 2025 note with warrants In September 2025, The Company entered into a loan and security agreement with certain lenders, which provides up to $ 100.0 million term loan with a delayed draw feature, which is composed of four committed tranches: (i) the first tranche in an aggregate principal amount of $ 40.0 million, which was funded on the closing date; (ii) the second tranche in an aggregate principal amount equal to $ 20.0 million, which was drawn in February 2026; (iii) the third tranche in an aggregate principal amount equal to $ 20.0 million, which may be drawn on or prior to December 31, 2026 and (iv) the fourth tranche in an aggregate principal amount equal to $ 20.0 million, which may be drawn on or prior to June 30, 2027. The availability of each tranche will be subject to achievement by the Company of certain conditions, including, without limitation, achievement of a specified minimum annualized recurring revenue and receipt of a minimum of net cash proceeds from the sale or issuance of equity. Borrowings under the credit facility were used to pay off certain of the Company’s existing indebtedness, as well as for general working capital purposes and business operations. In connection with the Company’s loan and security agreement, certain bitcoin holdings are maintained in a controlled securities account subject to an account control agreement in favor of the administrative agent and are pledged as collateral to secure the Company’s obligations under the facility. The Company retains ownership of the bitcoin and continues to recognize such holdings as digital assets on its consolidated balance sheets. The Company's obligations under the credit facility will be secured by substantially all of the Company's assets, but shall exclude the equity held by the Company in, and the assets of, the subsidiaries of the Company that are formed from time to time for the primary purpose of raising capital under Regulation A of the Securities Act of 1933. Borrowings under the credit facility will bear interest at a variable rate equal to the greater of (x) the Prime Rate (as defined under the credit facility) plus 6.0 % and (y) 13.5 %. The Company will be required to make monthly payments of principal and accrued interest (the first 26 months being interest only payments), with the remaining balance being repaid upon maturity on October 1, 2030. The credit facility contain representations, warranties and covenants that are typical for these types of facilities. These covenants include restrictions on mergers or sales of assets and secured debt borrowings, subject to exceptions and limitations. The credit facility also requires the Company to maintain a minimum liquidity level and contains events of default applicable to the Company that are customary for agreements of this type. In connection with the credit facility, the Company issued each lender thereunder a warrant to purchase stock to purchase an aggregate amount of 1,462,682 shares of the Company’s Class A common stock with an exercise price per share of $ 7.29 . The Warrants vest and become exercisable in proportion to and in conjunction with the advancement of each tranche under the Credit Facility. The warrants will expire on September 11, 2030. The Company also granted the lenders rights to participate in future F-24 Table of Contents issuances of the Company’s capital stock. As part of the initial draw, the lenders received warrants to purchase 585,072 shares of the Company’s Class A common stock with an exercise price of $ 7.29 per share. A discount of $ 2.3 million was recorded for the warrant, as allocated based on the relative fair values of the elements of the note and warrant. This portion of the debt discount was recorded as paid-in capital. An additional $ 0.4 million was booked as a debt discount for commitment fees paid to the Lender, and $ 0.3 million was booked as debt issuance costs for legal and other fees paid to third parties. Due to the total fair value of the note, including the warrant, being greater than the principal amount of the note, the effective interest rate is greater than the coupon rate and is approximately 16.3 %. The following table summarizes further details of the outstanding notes with convertible features and/or warrants: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Notes ​ Issuance Date ​ Maturity Date ​ Principal Amount ​ Coupon Interest Rate May 2025 convertible note ​ ​ ​ May 2, 2025 ​ ​ ​ May 1, 2027 ​ $ 5,000,000 ​ 15.00 % September 2025 note with warrants ​ September 8, 2025 ​ October 1, 2030 ​ ​ 40,000,000 ​ 13.50 ​ ​ Components and Fair Value of the Convertible Notes ​ The convertible note consisted of the following components as of December 31, 2025. The principal shown in the table below consists of the principal amount of the note as well as the interest (which is paid-in-kind each month). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ Outstanding Principal Amount ​ Less: Discounts, Net of Amortization ​ Net Carrying Amount ​ Fair Value (1) May 2025 convertible note $ 5,526,167 ​ $ 1,038,455 ​ $ 4,487,712 ​ $ 6,996,218 ​ (1) The fair value includes the note, the conversion feature on the note, and the warrant. The conversion feature and warrant were determined based on the Black Scholes option pricing model and has been classified as level 3 in the fair value hierarchy. ​ Interest Expense of the Convertible Notes ​ The following table summarizes interest expenses related to the convertible notes: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2025 ​ Contractual Interest Expense ​ ​ ​ Amortization of Debt Discount ​ Total May 2025 convertible note $ 526,167 ​ $ 298,755 ​ $ 824,922 ​ ​ 10. Investments in Affiliates Consolidated Entities The Company consolidates entities in which it has a controlling financial interest, either through a majority voting interest or as the primary beneficiary of a VIE, in accordance with ASC 810, Consolidation. As of December 31, 2025, the Company consolidates several subsidiaries and VIEs where the Company is the primary beneficiary. Consolidated Subsidiaries (Voting Interest): The Company holds majority ownership in several subsidiaries which are consolidated based on voting interest control. These subsidiaries are integral to the Company’s operations. There are no significant restrictions on the ability of these subsidiaries to transfer funds to the parent in the form of dividends, loans, or advances, except for standard regulatory requirements in certain jurisdictions. Consolidated VIEs: The Company is the primary beneficiary of various VIEs, special-purpose entities established to raise capital for upcoming content and invest in new and related content. The Company consolidates these VIEs because it has the power to direct the activities that most significantly impact the VIEs’ economic performance and has the obligation to absorb losses or the right to receive benefits that could be significant to the VIEs. The carrying amounts of the VIEs’ assets and liabilities included in the consolidated balance sheets as of December 31, 2025, are $ 4.8 million. Creditors of these VIEs have no recourse to the general credit of the Company. Certain restrictions have existed for certain of the Company’s VIE’s that require revenue generated by the exploitation of certain films to be used to redeem the preferred shares of that VIE. As of the date of this filing, all of these preferred shares have been redeemed and no such restrictions exist for any of the Company’s VIE’s. F-25 Table of Contents Investment in Unconsolidated Entities The Company holds investments in several unconsolidated entities, some of which are accounted for under the equity method and others under the measurement alternative. Equity Method Investments In October 2025, the Company entered into a term sheet (the “Term Sheet”) with 2521 Entertainment, LLC (“2521”, together with the Company, the “JV Partners”) that sets forth the principal terms and conditions governing the joint venture between the JV Partners, through Giant Slayer Media LLC (“Giant Slayer Media” or the “JV”). The Term Sheet, pursuant to its terms, became binding on October 7, 2025, upon the execution of that certain Asset Purchase Agreement by and between Slingshot USA LLC (“Slingshot”) and Giant Slayer Media, also dated as of October 7, 2025 (the “Asset Purchase Agreement”). Under the Term Sheet, and by means of the Asset Purchase Agreement, Giant Slayer Media will acquire substantially all of the assets of Slingshot related to the animated feature film, DAVID, the associated works and certain other ancillary rights and obligations (the “Purchased Assets”). The Company does not have a majority of voting interest or a controlling financial interest in Giant Slayer. The Company does, however, have significant influence over the decisions made by Giant Slayer. As such, the Company will not consolidate Giant Slayer and will treat its investment as an equity method investment. Pursuant to the Term Sheet, the Company contributed $ 31,366,686 and 2521 contributed $ 46,550,473 in cash to the JV. Moreover, the Company was also credited, as a capital contribution, an amount equal to $ 2,342,277 on account of a previous investment, which resulted in the Company’s total initial capital contribution of $ 33,708,963 . Following the cash contributions by the JV Partners, the equity split in the JV is 42 % to the Company and 58 % to 2521. In October 2023, the Company entered into an equity purchase agreement with a third-party entity, acquiring preferred units for an aggregate purchase price of $ 1.0 million. Based on the Company’s assessment of the investee’s financial outlook, the Company determined that it is unlikely the investment will be recovered in the foreseeable future. Accordingly, a full impairment of the $ 1.0 million investment was recorded as of December 31, 2024. This impairment is reflected as a loss under the line item ‘Impairment of investment in affiliates’ in the other income (expense) section of the consolidated statements of operations for the year ended December 31, 2024. No similar impairments occurred during 2025. Additionally, the Company holds equity investments in other unconsolidated entities. These entities are accounted for under the equity method, as the Company holds significant influence over their operations. The Company’s share of the investees’ net income was $ 0.3 million and $ 0.1 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, and 2024, the carrying value of these investments totaled approximately $ 36.5 million and $ 2.6 million, respectively. No impairments or significant valuation adjustments were required for these equity method investments. Measurement Alternative Investments The Company also holds investments in entities where it does not have significant influence, which are accounted for under the measurement alternative. Under the measurement alternative method, investments are carried at cost, adjusted for observable price changes in orderly transactions for identical or similar investments and for impairments. As of December 31, 2025 and 2024, the carrying value of these investments totaled approximately $ 9.6 million and $ 5.6 million, respectively, with no impairment recorded during the periods. Variable Interest Entities (Unconsolidated) The Company has identified certain unconsolidated entities as VIEs under ASC 810, Consolidation. These VIEs are primarily fundraising and content related ventures. The Company does not consolidate these VIEs because it is not the primary beneficiary, meaning it does not have the power to direct the activities that most significantly impact the economic performance of the entities, nor does it have an obligation to absorb significant losses or the right to receive significant benefits from these VIEs. The Company’s maximum exposure to loss as a result of its involvement with these unconsolidated VIEs is limited to the Company’s equity investment, totaling approximately $ 0.0 million as of December 31, 2025 and 2024. This amount represents the carrying value of the Company’s equity investments in these VIEs, recorded under investments in affiliates on its consolidated balance sheets. The Company’s involvement in these VIEs is primarily through its operational relationships, and the Company does not have any future funding commitments or guarantees to these entities. F-26 Table of Contents 11. Accrued Expenses Accrued expenses as of December 31, 2025 and 2024, consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Accrued marketing expenses ​ $ 18,153,737 ​ $ 4,860,716 Other accrued expenses ​ ​ 1,933,017 ​ ​ 1,064,921 Accrued legal expenses ​ ​ 1,870,969 ​ ​ 5,431,494 Accrued sales tax ​ ​ 1,836,286 ​ ​ 359,311 Accrued payroll expenses ​ ​ 693,875 ​ ​ 1,358,213 ​ ​ $ 24,487,884 ​ $ 13,074,655 ​ Accrued marketing expenses consist of amounts for advertising, promotional activities and other marketing-related costs that were incurred but unpaid at year-end for both periods. Accrued legal expenses represent amounts related to ongoing litigation and legal services incurred but not yet paid as of the respective balance sheet dates. Accrued payroll expenses represent compensation earned by employees, including wages, bonuses and other benefits, that are unpaid as of the balance sheet date. Accrued sales taxes include amounts for sales taxes collected from customers but not yet remitted to tax authorities at the end of the reporting period. Other accrued expenses include various operational expenses such as professional fees and other miscellaneous items that are individually immaterial to the financial statements. These amounts are expected to be settled in the normal course of business within the next fiscal year. ​ 12. Accrued Settlement Costs In September 2020, the Company recorded an expense on the consolidated statements of operations and an accrued settlement cost on the consolidated balance sheets of $ 5.3 million due to a settlement from the chapter 11 bankruptcy case that was filed on October 18, 2017. The total amount due from litigation and the resulting bankruptcy case was $ 62.5 million; however, as part of the settlement agreement, it was agreed that the $ 62.5 million would be lowered to $ 9.9 million, payable over fourteen years without interest, or a discounted $ 7.8 million payable within five years , as long as the Company makes timely payments and there is no breach or violation of the settlement agreement that remains uncured. As a result of this settlement, and the Company’s plans to not break or violate the settlement agreement, the Company recorded an expense of $ 5.3 million during the year ended December 31, 2020. The Company recorded the present value of $ 9.9 million with an imputed interest rate of 10.0 %. Payments of $ 0.2 million were due quarterly. The Company elected the five-year option and fully repaid the $ 7.8 million as of December 31, 2025. Therefore, as of December 31, 2025 and 2024, the outstanding balance on the consolidated balance sheets was $ 0.0 million and $ 4.4 million, respectively. ​ ​ 13. Commitments and Contingencies Legal Proceedings The Company currently is, and from time to time might again become, involved in litigation arising in the normal course of business. Litigation is necessary to defend the Company. The results of any current or future complex litigation matters cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact because of defense and settlement costs, distraction of management and resources, and other factors. Additionally, these matters may change in the future as the litigation and factual discovery unfolds. Legal fees are expensed as incurred. Insurance recoveries associated with legal costs incurred are recorded when they are received. The Company assesses whether there is a reasonable possibility that a loss, or additional losses beyond those already accrued, may be incurred (“Material Loss”). If there is a reasonable possibility that a Material Loss may be incurred, the Company discloses an estimate or range of the amount of loss, either individually or in the aggregate, or discloses that an estimate of loss cannot be made. If a Material Loss occurs due to an unfavorable outcome in any legal matter, this may have an adverse effect on the consolidated financial position, results of operations, and liquidity of the Company. The Company records a provision for each liability when determined to be probable, and the amount of the loss may be reasonably estimated. These provisions are reviewed annually and adjusted as additional information becomes available. Management, after consultation with legal counsel, believes that the outcome of these proceedings will not have a material impact on the Company’s consolidated financial position, results from operations or liquidity. The actual amounts from the resolution of these matters could vary from management’s estimate. F-27 Table of Contents ​ Disney Litigation and the Preliminary Injunction On December 12, 2016, the U.S. District Court for the Central District of California granted a preliminary injunction against the Company (formerly VidAngel) for copyright infringement and Digital Millennium Copyright Act (“DMCA”) violations involving works from Disney Enterprises, Inc., Lucasfilm Ltd., Twentieth Century Fox Corporation, Warner Bros. Entertainment, Inc., and their subsidiaries. The plaintiffs alleged that the Company unlawfully decrypted and infringed 819 titles. In 2019, the court granted the Plaintiff’s motion for partial summary judgment on liability, and a jury trial resulted in a $ 62.4 million award, including $ 61.4 million for willful copyright infringement ( $ 75,000 per title) and $ 1.0 million for DMCA violations ( $ 1,000 per title). A judgment was entered in September 2019, with plaintiffs also seeking costs and attorneys' fees. ​ In August 2020, the Company entered into a settlement agreement with the plaintiffs as part of its reorganization plan (“Reorganization Plan”), effectively resolving the litigation. Among other things, the plan allowed the Company to continue as a going concern, ensuring full payment to creditors while equity holders retained their interests. The Company committed to not infringing the studios' copyrights, including prohibitions on decrypting, reproducing, streaming, or distributing their works. Additionally, the Company agreed not to sue the studios or lobby to amend the Family Movie Act for 14 years and dismissed its appeal. ​ Under the settlement, the Company was to pay $ 9.9 million over 14 years or a discounted $ 7.8 million within five years , with a $ 62.5 million promissory note remaining outstanding but cancellable upon full compliance and no breaches (limited to fewer than four unauthorized uses in any consecutive five-year period). The Company elected the five-year option and fully repaid the $ 7.8 million by September 30, 2025. ​ The foregoing summary of certain provisions of the Reorganization Plan and related settlement agreement are not complete and are subject to and qualified in their entirety by reference to the Reorganization Plan and Disney Settlement Agreement, copies of which can be found in the Angel Legacy Report on Form 1-U filed on September 15, 2020, under “Item 2.1, Exhibits,” and the terms of which are incorporated by reference herein. ​ Mergers and Acquisitions In July 2022, the Company purchased an 8.0 % interest in an entity that is partially owned by one or more of the Company’s directors, officers, and stockholders. This entity produces content for the Company’s platforms. The total purchase price was $ 1.7 million. In August 2023, the Company entered into negotiations to acquire this entity in full. While negotiations are ongoing, the Company agreed to fund the operations of the entity. The Company funded a total of $ 4.4 million during the year ended December 31, 2024. During the year ended December 31, 2025 the Company funded an additional $ 3.9 million related to supporting operations of the entity which was expensed by the Company. In May 2025, the Company agreed to purchase the IP for Sketch for $ 6.0 million from Wonder Project Inc. for $ 6.0 million in cash; $ 2.0 million each is to be paid on or before May 31, 2025, June 30, 2025, and July 31, 2025. The purchase is now complete and the final payment has been completed. With this purchase, Angel Studios now controls the rights, title, and interest in the film, including any subsequent productions. In October 2025, the Company entered into a Term Sheet with 2521 that sets forth the principal terms and conditions governing the joint venture between the JV Partners, through Giant Slayer Media. The Term Sheet, pursuant to its terms, became binding on October 7, 2025, upon the execution of that certain Asset Purchase Agreement by and between Slingshot and Giant Slayer Media, also dated as of October 7, 2025. Under the Term Sheet, and by means of the Asset Purchase Agreement, Giant Slayer Media will acquire substantially all of the assets of Slingshot related to the animated feature film, DAVID, the associated works and certain other ancillary rights and obligations. The Company does not have a majority of voting interest or a controlling financial interest in Giant Slayer. The Company does, however, have significant influence over the decisions made by Giant Slayer. As such, the Company will not consolidate Giant Slayer and will treat its investment as an equity method investment. Pursuant to the Term Sheet, the Company contributed $ 31,366,686 and 2521 contributed $ 46,550,473 in cash to the JV. Moreover, the Company was also credited, as a capital contribution, an amount equal to $ 2,342,277 on account of a previous investment, which resulted in the Company’s total initial capital contribution of $ 33,708,963 . Following the cash contributions by the JV Partners, the equity split in the JV is 42 % to the Company and 58 % to 2521. On November 14, 2025, we entered into an agreement and plan of merger (“Homestead Merger Agreement”) pursuant to which we will acquire directly or indirectly all of the equity interests of Black Autumn Show, Inc. (“Black Autumn”), which owns the rights to the F-28 Table of Contents Homestead movie and series. Under the terms of the Homestead Merger Agreement, if the merger is completed, at the effective time of the merger, the following consideration will be payable: at the effective time, each holder of issued and outstanding shares of Black Autumn Stock will be entitled to receive (a) that number of shares of our Class A Common Stock equal to (i)(A) the Homestead Per Share Merger Consideration multiplied by (B) the number of shares of Black Autumn Common Stock, par value $ 0.00001 per share, Black Autumn Series A-1 Preferred Stock, par value $ 0.00001 per share, Black Autumn Series A-CF Preferred Stock, par value $ 0.00001 per share and Black Autumn Series Seed Preferred Stock, par value $ 0.00001 per share, held by such holder as of immediately prior to the effective time, divided by (ii) $ 6.13 , plus (b) such holder’s Homestead Pro Rata Share of the Homestead Royalty Shares. All capitalized terms used in this paragraph are used as defined in the Homestead Merger Agreement, which is attached as an exhibit to this Form 10-K. ​ On November 14, 2025, we entered into an agreement and plan of merger (“TCP Merger Agreement”) pursuant to which we will acquire directly or indirectly all of the equity interests of Toothy Cow Productions, LLC. (“TCP”), which owns the rights to the Wingfeather Saga series. Under the terms of the TCP Merger Agreement, if the merger is completed, at the effective time of the merger, the following consideration will be payable: at the effective time, all of the issued and outstanding common units of membership interests of TCP (the “TCP Common Units”), preferred unit of membership interests of TCP designated as Class A Preferred Units (the “TCP Class A Preferred Units”), and preferred unit of membership interests of TCP designated as Class B Preferred Units (the “TCP Class B Preferred Units,” and, collectively with the TCP Common Units and the TCP Class B Preferred Units, the “TCP Units”) will be cancelled and extinguished and converted automatically into the right to receive a portion of the TCP Aggregate Stock Consideration. With respect to holders of TCP Units, the TCP Aggregate Stock Consideration is equal to (a) the TCP Stock Consideration Per Common Unit, multiplied by (b) the number of shares of TCP Units held by such holder as of immediately prior to the TCP Closing; with respect to holders of TCP Class A Preferred Units, the TCP Aggregate Stock Consideration is equal to (a) the TCP Stock Consideration Per Class A Preferred Unit, multiplied by (b) the number of shares of TCP Class A Preferred Units held by such holder as of immediately prior to the TCP Closing; and with respect to holders of TCP Class B Preferred Units, the TCP Aggregate Stock Consideration is equal to (a) the TCP Stock Consideration Per Class B Preferred Unit, multiplied by (b) the number of shares of TCP Class B Preferred Units held by such holder as of immediately prior to the TCP Closing. All capitalized terms used in this paragraph are used as defined in the TCP Merger Agreement, which is attached as an exhibit to this Form 10-K. ​ On November 14, 2025, we entered into an agreement and plan of merger (“TTS Merger Agreement”) pursuant to which we will acquire directly or indirectly all of the equity interests of Tuttle Twins Show, LLC. (“TTS”), which owns the rights to the Tuttle Twins series. Under the terms of the TTS Merger Agreement, if the merger is completed, at the effective time of the merger, the following consideration will be payable: at the Effective Time, all of the issued and outstanding common units of membership interests of TTS (the “TTS Common Units”) and preferred units of membership interests of TTS (the “TTS Preferred Units,” and, together with the TTS Common Units, the “TTS Units”) will be cancelled and extinguished and converted automatically into the right to receive the TTS Merger Consideration, consisting of, as applicable, (a) for TTS Investors, an amount in cash equal to the TTS Investor Per Unit Cash Consideration and a number of shares of the Company’s Class A Common Stock equal to the TTS Investor Per Unit Stock Consideration, (b) for TTS Key Operators, a number of shares of Company Class A Common Stock equal to the TTS Key Operator Per Unit Stock Consideration. All capitalized terms used in this paragraph are used as defined in the TTS Merger Agreement, which is attached as an exhibit to this Form 10-K. ​ Operating Leases The Company has several non-cancelable office, warehouse, and server leases that mature between May 31, 2027, and March 31, 2029, with monthly payments that escalate between 3.0 %- 5.0 % each year. The following represents maturities of operating lease liabilities as of December 31, 2025: ​ ​ ​ ​ Year Ending December 31: ​ ​ ​ Amount 2026 ​ 1,502,232 2027 ​ 1,385,212 2028 ​ ​ 699,970 2029 ​ ​ 101,100 Total Lease Payments ​ 3,688,514 Less: Interest ​ ( 345,182 ) Present value of lease liabilities ​ $ 3,343,332 ​ F-29 Table of Contents The weighted average remaining lease terms and interest rates were as follows as of December 31, 2025: ​ ​ ​ ​ ​ Lease Term and Discount Rate ​ ​ ​ 2025 Weighted Average Remaining Lease Term (years) ​ ​ Operating leases 2.5 ​ Weighted Average Discount Rate ​ ​ Operating leases 7.32 % ​ Lease expense for operating lease liabilities was $ 1.1 million, $ 0.9 million and $ 0.7 million for the years ended December 31, 2025, 2024 and 2023, respectively, and included in general and administrative expenses on the consolidated statements of operations. Cash payments included in the measurement of operating lease liabilities for the years ended December 31, 2025, 2024 and 2023 were $ 1.1 million, $ 0.8 million and $ 0.7 million, respectively. ​ ASC 460 Loan Guarantees ​ The Company has agreed to various loan guarantees as of December 31, 2025. These guarantees could result in obligations if the related parties default on their loans. In accordance with ASC 460, Guarantees, the Company evaluated whether a liability needed to be recognized for each guarantee at the time the guarantees were issued. Based on the Company’s assessment under ASC 460, no liability or corresponding receivable was recorded. The Company concluded that the likelihood of making payments under these guarantees is remote, and as such, no recognition was necessary. These guarantees remain disclosed as potential obligations, but no liability has been recognized as of December 31, 2025. ​ The Company’s maximum exposure under all ASC 460 guarantees, if all related parties were to default and no recovery could be made, is $ 4.8 million, plus related interest, which include loans with a 20 % fixed rate or a 20 % variable APR. The obligations behind these guarantees are all expected to be paid during 2026. ​ Health Plan Obligations ​ The Company maintains a partially self-funded, level-funded health plan for employees. Monthly charges consist of fixed Claims Funding and Premium/Admin/Stop-Loss fees, which are recorded as expense when billed. Claims are paid by the plan administrator from the funded account, and the Company is not responsible for claims exceeding stop-loss coverage. Due to the plan’s design, no additional liability for unpaid or incurred-but-not-reported claims has been recorded. ​ Class C Common Stock Contractual Adjustment ​ During 2023, one of the Company’s investors purchased 2,829,934 shares of its Class A Common Stock. As part of the agreement, the total shares purchased would be adjusted to 4,508,813 shares of Class A Common Stock if each of the below events occurred: : ​ 1. If gross revenues of the Company in 2023, 2024 or 2025 was less than $ 100.0 million; and 2. If a material and adverse change occurs to one of the Company’s distribution agreements that results in a reduction in revenue of at least 20.0 % relative to the revenue that would have otherwise been entitled if not for the material change. During 2025, the Company determined that both of these triggering events had occurred, and the additional shares have been issued and recorded. ​ 14. Stock-Based Compensation At December 31, 2025, the Company had the following stock-based employee compensation plans: Equity Incentive Plans The Company’s 2014 Stock Incentive Plan, originally approved in 2014, was amended and restated in each of August 2016, July 2020, and February 2021 (the “2014 Stock Incentive Plan”), The 2014 Stock Incentive Plan provided for the grant of incentive stock options, nonqualified stock options, stock appreciation rights and shares of restricted stock. In October 2023, the Company adopted the 2023 F-30 Table of Contents Stock Incentive Plan (the “2023 Stock Incentive Plan”) and no further awards were granted under the 2014 Stock Incentive Plan. The 2023 Stock Incentive Plan reserved a total of 30,898,918 shares of the Company’s Class B Common Stock for issuance thereunder and subject to the condition that the total number of shares issued thereunder, and along with the 2014 Stock Incentive Plan, shall not exceed 16.5 % of the fully diluted outstanding shares of the Company’s Common Stock. The Company adopted a Performance Equity Plan (the “ 2023 Performance Equity Plan”) in October 2023. This plan provided for the grant of incentive stock options, nonqualified stock options, stock appreciation rights and shares of restricted stock to certain of its employees, directors and consultants. Awards made under the 2023 Performance Equity Plan are subject to certain performance vesting criteria based on either (i) the Company’s stock price, as quoted on a publicly traded market or stock exchange, being equal to or greater than certain prices or (ii) the Company having at least two consecutive independent stock price valuations completed on its Common Stock (and approved by the Board) that value the Company’s Common Stock at a price equal to or higher than the vesting stock price applicable to the award. In September 2025, the Company adopted the 2025 Long-Term Incentive Plan, which serves as the successor to the 2023 Stock Incentive Plan and the 2023 Performance Equity Plan (the “Prior Plans”). Upon the effectiveness of the 2025 Long-Term Incentive plan, no further awards will be granted under the Prior Plans, and all future equity incentive awards, including any issuances of shares, will be made exclusively under the 2025 Long-Term Incentive Plan. Outstanding awards previously granted under the Prior Plans will continue to vest and be settled in accordance with their original terms, but no new shares will be issued pursuant to new grants under the Prior Plans. The 2025 Long-Term Incentive Plan provides for the grant of options and full value awards such as service condition restricted stock units (“Restricted Stock Units”) and performance stock units (“Performance Stock Units” and together, “Restricted Stock Awards”). All new share-based awards, including performance-based awards, will be issued under this plan. The 2025 Long-Term Incentive Plan authorizes the issuance of up to 17,318,618 shares of common stock, plus the rollover shares from the Prior Plans. This limit will automatically increase on January 1 of each year, commencing on January 1 of the year following the year in which the Effective Date occurs and ending on (and including) January 1, 2034, in an amount equal to 3 % of the total number of shares of Stock outstanding on the date that the 2025 Long-Term Incentive Plan is adopted. As of December 31, 2025, options granted for 64,286 shares of Class A Common Stock, Restricted Stock Units for 1,294,678 shares of Class A Common Stock, and Performance Stock Units for 458,225 shares of Class A Common Stock, had been issued as part of the 2025 Long-Term Incentive Plan, with 15,501,429 shares of Class A Common Stock remaining available for issuance. As of December 31, 2025, options granted for 14,460,257 shares of Class A Common Stock had been issued as part of the 2023 Performance Equity Plan, with no shares remaining available for issuance. As of December 31, 2024, options granted for 11,903,954 shares of Class A Common Stock had been issued as part of the 2023 Performance Equity Plan, with 3,063,781 shares of Class A Common Stock remaining available for issuance. These options typically have a contractual life of ten years. As of December 31, 2025, options granted for 17,433,248 shares of Class B Common Stock had been issued as part of the 2023 Stock Incentive Plan and the 2014 Stock Incentive Plan, with no shares remaining available for issuance. As of December 31, 2024, options granted for 14,800,928 shares of Class B Common Stock had been issued as part of the 2023 Stock Incentive Plan and the 2014 Stock Incentive Plan. Generally, 25.0 % of these options vest on the one-year anniversary of the vesting commencement date, and 1/36 of the remaining options vest each month thereafter. The options typically have a contractual life of ten years. F-31 Table of Contents Stock Options The following sets forth the outstanding stock options and related activity for the years ended December 31, 2025, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Number of ​ Average Exercise ​ ​ Options ​ Price Per Share Outstanding as of January 1, 2023 12,452,059 $ 0.99 Granted 9,433,027 ​ 2.66 Exercised ( 1,059,092 ) ​ 0.23 Forfeited ( 1,019,843 ) ​ 2.19 Outstanding as of December 31, 2023 19,806,151 ​ 1.77 Granted 10,834,416 ​ 4.38 Exercised ( 1,057,562 ) ​ 0.59 Forfeited ( 2,878,374 ) ​ 2.93 Outstanding as of December 31, 2024 26,704,631 ​ 2.75 Granted ​ 7,015,437 ​ ​ 6.53 Exercised ​ ( 926,752 ) ​ ​ 0.76 Forfeited ​ ( 835,525 ) ​ ​ 3.73 Outstanding as of December 31, 2025 ​ 31,957,791 ​ ​ 3.61 ​ The following summarizes information about stock options outstanding as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ ​ ​ ​ ​ ​ ​ Number of Options ​ Contractual ​ Weighted Average ​ Number of Options ​ Weighted Average Outstanding ​ Life (Years) ​ Exercise Price ​ Exercisable ​ Exercise Price 2,355,749 3.75 ​ $ 0.06 2,355,749 ​ $ 0.06 180,095 0.57 ​ 0.16 180,095 ​ 0.16 1,292,437 5.21 ​ 0.64 1,292,437 ​ 0.64 2,046,810 5.62 ​ 1.62 2,046,810 ​ 1.62 891,766 5.84 ​ 1.67 891,766 ​ 1.67 1,244,200 6.72 ​ 2.24 1,211,314 ​ 2.24 11,571,858 7.93 ​ 2.66 2,004,013 ​ 2.66 64,286 ​ 9.89 ​ ​ 5.18 ​ — ​ ​ 5.18 5,474,401 8.70 ​ 5.66 395,497 ​ 5.66 4,774,639 ​ 9.29 ​ ​ 6.13 ​ 439,289 ​ ​ 6.13 1,620,708 ​ 9.58 ​ ​ 7.29 ​ 82,315 ​ ​ 7.29 440,842 ​ 9.68 ​ ​ 8.23 ​ — ​ ​ 8.23 31,957,791 7.66 ​ ​ 3.61 10,899,285 ​ ​ 1.78 ​ The fair value of each service condition stock option was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions as of December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 2023 Risk-free interest rate 3.65 - 4.35 % 3.43 - 4.68 % 3.63 - 4.86 % Expected stock price volatility 49.2 - 50.0 % 50.0 % 50.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % Expected life of options 3.8 - 6.0 years 5 - 10 years 5 years F-32 Table of Contents ​ The fair value of each performance-based stock award, both options and Performance Stock Units, granted was estimated on the date of grant using the Monte-Carlo option-pricing model with the following assumptions as of December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2024 2023 Risk-free interest rate 4.13 - 4.47 % 3.65 - 4.26 % 4.81 % Expected stock price volatility 46.8 - 49.2 % 46 - 48 % 46 % Expected dividend yield 0.0 % 0.0 % 0.0 % Expected life of options 3.6 - 6.3 years 4.2 - 7.7 years 6.8 - 7.9 years ​ As of December 31, 2025, 2024 and 2023, the aggregate intrinsic value of options outstanding was $ 52.1 million, $ 77.7 million and $ 17.7 million, respectively. As of December 31, 2025, 2024, and 2023, the aggregate intrinsic value of options exercisable was $ 32.8 million, $ 44.4 million and $ 15.5 million, respectively. ​ Expected option lives and volatilities were based on historical data of the Company and comparable companies in the industry. The risk-free interest rate was calculated using similar rates published by the Federal Reserve. The Company has no plans to declare any future dividends. Restricted Stock Awards Nonvested Restricted Stock Units as of December 31, 2025 and changes during the year ended December 31, 2025 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Shares Weighted-average Grant Date Fair Value Nonvested at December 31, 2024 — ​ $ — ​ ​ ​ ​ ​ ​ Granted 1,294,678 ​ ​ 5.82 Vested ​ — ​ ​ — Forfeited ​ — ​ ​ — Nonvested at December 31, 2025 1,294,678 ​ $ 5.82 ​ The Company estimates the grant-date fair value of Restricted Stock Units based on the closing price of the Company’s common stock on the date of grant. ​ Nonvested Performance Stock Units as of December 31, 2025 and changes during the year ended December 31, 2025 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Shares Weighted-average Grant Date Fair Value Nonvested at December 31, 2024 — ​ $ — ​ ​ ​ ​ ​ ​ Granted 458,225 ​ ​ 3.16 Vested ​ — ​ ​ — Forfeited ​ — ​ ​ — Nonvested at December 31, 2025 458,225 ​ $ 3.16 ​ Stock-Based Compensation Stock-based compensation expense is recognized on a straight-line basis, except for performance-based awards for which expense is recorded each period for the estimated expense associated with the projected achievement of the performance-based targets. The following table shows share-based compensation expense and the related income tax impact included in the Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Stock-based compensation expense ​ $ 9,666,985 ​ $ 3,641,940 ​ $ 1,031,656 Total income tax impact on provision ​ ​ ( 726,335 ) ​ ​ ( 415,078 ) ​ ​ 300,838 ​ F-33 Table of Contents As of December 31, 2025, there was $ 36.8 million of unrecognized stock-based compensation expense related to nonvested stock option awards. That cost is expected to be recognized over a weighted-average period of 4.8 years. As of December 31, 2025, there was $ 8.6 million of unrecognized stock-based compensation expense related to nonvested Restricted Stock Awards. That cost is expected to be recognized over a weighted-average period of 3.3 years. The Company recognizes forfeitures as they occur. ​ 15 . Common Stock The Company has authorized Common Stock consisting of 700,000,000 shares, of which 500,000,000 shares have been designated as Class A Common Stock and 200,000,000 have been designated as Class B Common Stock. The Company has also authorized preferred stock consisting of 1,000,000 , par value $ 0.0001 per share. Voting Rights Each outstanding share of Class A Common Stock is entitled to one vote and each outstanding share of Class B Common Stock is entitled to ten votes. Liquidation Rights The holders of shares of Common Stock outstanding shall be entitled to receive all of the assets and funds of the Company remaining and available for distribution. Such assets and funds shall be divided among and paid to the holders of shares of Common Stock, on a pro-rata basis, according to the number of shares of Common Stock held by them. Dividends Dividends may be paid on the outstanding shares of Common Stock as and when declared by the Board, out of funds legally available. Identical Rights Holders of shares of Common Stock shall have the same rights and privileges and rank equally with, and have identical rights and privileges as, holders of all other shares of Common Stock, except with regard to voting rights as provided above. Voluntary Conversion into Class A Common Stock Each one share of Class B Common Stock shall be convertible into one share of Class A Common Stock at the option of the holder at any time. ​ Warrant Offerings In May 2025, the Company entered into a note and warrant purchase agreement with an unaffiliated third party, providing for the private placement of a subordinated convertible promissory note with a principal balance of $ 5.0 million and warrant to purchase 163,322 shares of the Company’s Class A Common Stock with an exercise price of $ 6.13 per share. In September 2025, Steve Sarowitz, who is the controlling person of this unaffiliated third party, became a member of the Company’s board of directors. See Note 9, Debt for additional details. In September 2025, the Company entered into two notes and warrant purchase agreements with unaffiliated third parties, providing for the private placement of notes with a total principal balance of $ 40.0 million and warrants to purchase 1,462,682 shares of the Company’s Class A common stock with an exercise price per share of $ 7.29 . As part of the initial draw, the lenders received warrants to purchase 585,072 shares of the Company’s Class A common stock. See Note 9, Debt for additional details. The Company determined that the outstanding warrants meet the criteria for equity classification. Therefore, the warrants are recorded as a component of additional paid-in capital on the consolidated statements of stockholders’ equity at the time of issuance. The fair value of the warrants were estimated using the Black-Scholes option pricing model at the time of issuance and will not be remeasured throughout their life, pursuant to ASC 470. ​ For more information regarding the note and warrant purchase agreements, refer to Note 9, Debt. F-34 Table of Contents Loss per Share The following table represents the Company’s loss per share for the year ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Numerator: ​ ​ ​ ​ ​ ​ Net income (loss) attributable to controlling interests $ ( 170,478,642 ) ​ $ ( 88,273,377 ) ​ $ 13,364,747 ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ Weighted average basic shares outstanding 155,250,925 ​ 137,994,383 ​ 132,562,285 Effect of dilutive shares — ​ — ​ 7,310,871 Weighted average diluted shares 155,250,925 ​ 137,994,383 ​ 139,873,156 ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic loss per share $ ( 1.098 ) ​ $ ( 0.640 ) ​ $ 0.101 Diluted loss per share $ ( 1.098 ) ​ $ ( 0.640 ) ​ $ 0.096 ​ Basic loss per share includes no dilution and is computed by dividing net income available to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is calculated similarly to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the common shares were dilutive. Common shares were anti-dilutive in periods where the Company’s performance resulted in a net loss. ​ The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted loss per share as their inclusion would be anti-dilutive, for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ 2025 ​ ​ ​ 2024 Stock options to purchase common stock ​ 31,957,791 ​ ​ 26,704,631 Unvested restricted stock awards ​ 1,752,903 ​ ​ — Convertible securities to acquire common stock ​ 901,495 ​ ​ — Warrants to purchase common stock 748,394 ​ — Total outstanding potentially dilutive securities 35,360,583 ​ 26,704,631 ​ ​ 16. Income Taxes The components of the provision (benefit) for income taxes, net are as follows for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ 2023 U.S. Federal: ​ ​ ​ ​ ​ ​ ​ ​ ​ Current ​ $ — ​ $ ( 251,837 ) ​ $ 1,098,349 Deferred ​ — ​ ​ 3,219,201 ​ ​ ( 3,219,201 ) Total ​ — ​ ​ 2,967,364 ​ ​ ( 2,120,852 ) U.S. State: ​ ​ ​ ​ ​ ​ ​ ​ ​ Current ​ ​ — ​ ​ ( 213,880 ) ​ ​ 204,535 Deferred ​ ​ — ​ ​ 781,118 ​ ​ ( 781,118 ) Total ​ ​ — ​ ​ 567,238 ​ ​ ( 576,583 ) Provision (benefit) for income taxes, net ​ $ — ​ $ 3,534,602 ​ $ ( 2,697,435 ) F-35 Table of Contents ​ The following table presents the differences between the Company's income tax provision and the amounts computed at the federal statutory income tax rate, on both a dollar and percentage basis, for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ 2023 Federal income tax at statutory rates ​ $ ( 35,778,212 ) ​ ( 21.00 ) % ​ $ ( 17,831,284 ) ​ ( 21.00 ) % ​ $ 2,208,285 ​ 21.00 % State and local income taxes (1) ​ ( 5,438,581 ) ​ ( 3.19 ) ​ ​ ( 2,952,104 ) ​ ( 3.48 ) ​ ​ ( 77,872 ) ​ ( 0.74 ) ​ Foreign tax effects ​ ​ — ​ — ​ ​ ​ — ​ — ​ ​ ​ — ​ — ​ Effect of changes in tax laws or rates enacted in the current period ​ ​ — ​ — ​ ​ ​ — ​ — ​ ​ ​ — ​ — ​ Effect of cross-border tax laws ​ ​ — ​ — ​ ​ ​ — ​ — ​ ​ ​ — ​ — ​ Tax Credits ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and development tax credits ​ ​ ( 463,368 ) ​ ( 0.27 ) ​ ​ ​ ( 789,620 ) ​ ( 0.93 ) ​ ​ ​ ( 541,837 ) ​ ( 5.15 ) ​ other credits ​ ​ — ​ — ​ ​ ​ — ​ — ​ ​ ​ — ​ — ​ Change in valuation allowance ​ 36,408,877 ​ 21.36 ​ ​ 25,861,296 ​ 30.46 ​ ​ ( 2,348,227 ) ​ ( 22.33 ) ​ Nontaxable or nondeductible items ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share-based payment awards ​ ​ 726,433 ​ 0.43 ​ ​ ​ 179,732 ​ 0.21 ​ ​ ​ ( 192,026 ) ​ ( 1.83 ) ​ Transaction Costs ​ ​ 1,114,854 ​ 0.65 ​ ​ ​ — ​ — ​ ​ ​ — ​ — ​ Changes in unrecognized tax benefits ​ ​ — ​ — ​ ​ ​ — ​ — ​ ​ ​ — ​ — ​ Adoption of ASU 2025-06 ​ ​ 3,130,425 ​ 1.84 ​ ​ ​ ( 343,482 ) ​ ( 0.40 ) ​ ​ ​ ( 1,033,267 ) ​ ( 9.83 ) ​ Other adjustments ​ 299,572 ​ 0.18 ​ ​ ( 589,936 ) ​ ( 0.69 ) ​ ​ ( 712,491 ) ​ ( 6.78 ) ​ ​ ​ $ — ​ (0.00) % ​ $ 3,534,602 ​ 4.17 % ​ $ ( 2,697,435 ) ​ ( 25.66 ) % ​ (1) The State of Utah contributes to the majority (greater than 50%) of the tax effect in this category. Significant components of the Company’s net deferred income tax assets, which are included in other long-term assets on the consolidated balance sheets, are as follows as of December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ 2023 Net operating loss carryforwards ​ $ 56,183,299 ​ $ 18,872,026 ​ $ — Research and development ​ 1,568,124 ​ 5,564,482 ​ 3,787,461 Digital asset impairment ​ 1,929,027 ​ 1,491,329 ​ 1,920,228 Research and development credits ​ 603,571 ​ 1,180,635 ​ 229,867 Depreciation and amortization ​ 316,891 ​ ( 190,587 ) ​ ( 330,698 ) Impairment of equity investment ​ ​ 243,795 ​ ​ 243,557 ​ ​ — Accruals and reserves ​ 2,356,927 ​ ( 310,990 ) ​ ( 554,006 ) Deferred gain on sale ​ ( 931,462 ) ​ ( 989,156 ) ​ ( 1,052,533 ) Valuation allowance ​ ( 62,270,172 ) ​ ( 25,861,296 ) ​ — ​ ​ $ — ​ $ — ​ $ 4,000,319 ​ As of December 31, 2025, the Company had net operating loss (“NOL”) carryforwards available to offset future taxable income, of approximately $ 230.2 million. The utilization of the NOL carryforwards is subject to annual limitations under Section 382 of the Internal Revenue Code of 1986, as amended. Section 382 imposes limitations on a corporation’s ability to utilize its NOL carryforwards if it experiences an “ownership change.” In general terms, an ownership change results from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50.0% over a three-year period. F-36 Table of Contents The total cash paid for income taxes (net of refunds) is composed of the following, for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ 2023 U.S. federal ​ $ ( 312,019 ) ​ $ 985,085 ​ $ 1,500 State* ​ 18,962 ​ 16,355 ​ ​ 20,708 Total cash paid for income taxes (net of refunds) ​ $ ( 293,057 ) ​ $ 1,001,440 ​ $ 22,208 ​ *Some jurisdictions met the 5% disaggregation threshold; however, the related amounts were immaterial. ​ The Company has concluded that there are no significant uncertain tax positions requiring disclosure. ​ 17. Related-Party Transactions The Company has a marketing services contract with an entity owned by one or more of the Company’s directors, officers and stockholders. During the years ended December 31, 2025, 2024 and 2023, the Company incurred expenses of $ 0.6 million, $ 0.5 million and $ 1.0 million, respectively, to the related party for marketing services. In July 2021, the Company purchased a 50.0 % interest in the entity that owns the building in which the Company leases its office space from. Lease payments made to the related party were $ 0.5 million for the years ended December 31, 2025, 2024 and 2023. In February 2024, the Company entered into a revolving P&A loan agreement with Angel P&A, LLC, a Delaware limited liability company (“Angel P&A”) that is 100.0 % owned by one or more of the Company’s directors, officers, and stockholders. Angel P&A was set up for the specific purpose of raising P&A funds for the Company to use for upcoming theatrical releases, in exchange for revenue participation rights of the films. The revenue participation rights allow Angel P&A the right to receive an amount not to exceed 110.0 % (initial investment plus a 10.0 % return) of their invested amount. Angel P&A has priority on the cash receipts to the Company of the particular film they invested in and shall be paid in full before any other claims, with the exception of money raised under Regulation A of Section 3(6) of the Securities Act, for P&A (if any) which would take first priority, from the film are paid. When Angel P&A receives the repayment on these notes, the interest portion is distributed to the institutional investors and the original investment can either remain at Angel P&A for additional P&A loans needed by the Company or be returned to the institutional investors until the Company has further need of the funds. The commitment period between Angel P&A and the Company, and between Angel P&A and the investors, lasts through February 2027. Angel P&A has no employees and is not anticipated to incur any operating expenses. The maturity on the loans are typically due between 80 – 120 days from the individual draw. As of December 31, 2025 and December 31, 2024, the total outstanding balance of revolving P&A loans is $ 53.5 million and $ 8.2 million, respectively. ​ In May 2025, the Company entered into a note and warrant purchase agreement with an unaffiliated third party, providing for the private placement of a subordinated convertible promissory note . In September 2025, Steve Sarowitz, who is the controlling person of this unaffiliated third party, became a member of the Company’s board of directors. See Note 9, Debt for additional details. ​ On October 22, 2025, the Company’s Board of Directors voted to increase the size of the Board from five to seven directors. One of the new members of the Board is Benton Crane, who is an executive producer and board member at Black Autumn Snow LLC, the creator of the Homestead film and television series, and Tuttle Twins Show LLC. The Company has a distribution agreement with the Homestead film and series resulting in payments for the years ended December 31, 2025, 2024 and 2023 of $ 6.5 million, $ 0.2 million, and $ 0.0 million. Total payments, including royalties, paid to the Tuttle Twins Show LLC, for the years ended December 31, 2025, 2024 and 2023, were $ 3.9 million, $ 4.4 million, and $ 1.0 million, respectively. See Note 13, Commitments and Contingencies , for more information. ​ 18. Subsequent Events Loan and Security Agreement with Warrant Offering In September 2025, The Company entered into a loan and security agreement with certain lenders, which provides up to $ 100.0 million term loan with a delayed draw feature, which is composed of four committed tranches: (i) the first tranche in an aggregate principal amount of $ 40.0 million, which was funded on the closing date; (ii) the second tranche in an aggregate principal amount equal to $ 20.0 million, which may be drawn on or prior to June 30, 2026; (iii) the third tranche in an aggregate principal amount equal to $ 20.0 million, which may be drawn on or prior to December 31, 2026 and (iv) the fourth tranche in an aggregate principal amount equal to $ 20.0 million, which may be drawn on or prior to June 30, 2027. F-37 Table of Contents In February 2026, the second tranche, for an aggregate principal amount equal to $ 20.0 million. As part of the second tranche draw, the lenders received warrants to purchase 292,537 shares of the Company’s Class A common stock with an exercise price of $ 7.29 per share. ​ F-38