Angel Studios, Inc. 10-Q

Item 1. Financial Statements ANGEL STUDIOS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ ​ ​ June 30, 2026 ​ ​ ​ December 31, 2025 Assets ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ Cash and cash equivalents ​ $ 48,036,965 ​ $ 44,083,233 Accounts receivable, net ​ 30,400,912 ​ 51,122,866 Current portion of licensing receivables, net ​ 9,697,666 ​ 9,695,562 Physical inventory ​ 1,480,166 ​ 1,264,101 Current portion of notes receivable ​ 1,383,486 ​ 1,368,581 Royalty advance ​ ​ 18,447,053 ​ ​ 13,827,626 Prepaid expenses and other ​ 15,902,578 ​ 13,515,986 Total current assets ​ 125,348,826 ​ 134,877,955 ​ ​ ​ ​ ​ ​ ​ Licensing receivables, net ​ 6,110,510 ​ 2,579,252 Notes receivable, net of current portion ​ 3,797,119 ​ 3,940,918 Property and equipment, net ​ 631,293 ​ 709,845 Content, net ​ 5,401,693 ​ 6,272,925 Intangible assets, net ​ 2,313,410 ​ 3,850,035 Capitalized software, net ​ ​ 14,407,016 ​ ​ 13,308,247 Digital assets ​ 17,747,262 ​ 26,527,560 Investments in affiliates ​ 46,042,383 ​ 46,014,881 Operating lease right-of-use assets ​ 2,619,304 ​ 3,240,021 Other long-term assets ​ 10,643,673 ​ 89,924 Total assets ​ $ 235,062,489 ​ $ 241,411,563 ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders’ Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ Accounts payable ​ $ 39,813,785 ​ $ 39,960,272 Accrued expenses ​ 11,136,378 ​ 24,487,884 Current portion of accrued licensing royalties ​ 40,473,978 ​ 31,257,950 Current portion of notes payable ​ 17,195,811 ​ 55,473,665 Current portion of operating lease liabilities ​ 1,353,129 ​ 1,284,747 Deferred revenue ​ 82,549,436 ​ 66,534,622 Total current liabilities ​ 192,522,517 ​ 218,999,140 ​ ​ ​ ​ ​ ​ ​ Accrued licensing royalties, long-term ​ 13,058,467 ​ 4,441,758 Notes payable, net of current portion ​ ​ 57,168,318 ​ ​ 41,692,404 Operating lease liabilities, net of current portion ​ 1,358,751 ​ 2,058,585 Other long-term liabilities ​ ​ 283,848 ​ ​ — Total liabilities ​ $ 264,391,901 ​ $ 267,191,887 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 5) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ ​ Common stock, $ 0.0001 par value, 700,000,000 shares authorized; 186,504,214 and 169,095,572 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively ​ $ 18,650 ​ $ 16,909 Additional paid-in capital ​ 249,962,975 ​ 210,079,998 Noncontrolling interests ​ ( 182,367 ) ​ 5,653,837 Accumulated deficit ​ ( 279,128,670 ) ​ ( 241,531,068 ) Total stockholders’ equity ​ ( 29,329,412 ) ​ ( 25,780,324 ) Total liabilities and stockholders’ equity ​ $ 235,062,489 ​ $ 241,411,563 ​ See accompanying notes to the condensed consolidated financial statements ​ 3 Table of Contents ANGEL STUDIOS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ ​ Six Months Ended June 30, ​ 2026 ​ ​ ​ 2025 ​ ​ 2026 ​ ​ ​ 2025 Revenues $ 111,705,930 ​ $ 87,641,416 ​ ​ $ 226,810,996 ​ $ 135,082,056 Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenues 51,749,499 ​ 27,286,383 ​ ​ 95,751,845 ​ 46,766,587 Selling and marketing 61,141,780 ​ 61,510,343 ​ ​ 117,738,343 ​ 112,035,657 General and administrative 12,408,923 ​ 9,838,725 ​ ​ 23,654,381 ​ 17,205,979 Research and development 4,000,891 ​ 3,644,278 ​ ​ 8,084,829 ​ 6,889,196 Legal expense 916,221 ​ 6,685,984 ​ ​ 2,759,153 ​ 7,100,497 Total operating expenses 130,217,314 ​ 108,965,713 ​ ​ 247,988,551 ​ 189,997,916 Operating loss ( 18,511,384 ) ​ ( 21,324,297 ) ​ ​ ( 21,177,555 ) ​ ( 54,915,860 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ ​ Net gain (loss) on digital assets ​ ( 2,935,243 ) ​ ​ 7,452,328 ​ ​ ​ ( 8,780,298 ) ​ ​ 4,153,223 Interest expense ( 3,094,406 ) ​ ( 2,742,902 ) ​ ​ ( 9,127,015 ) ​ ( 4,307,057 ) Interest income 544,894 ​ 1,408,200 ​ ​ 1,253,182 ​ 2,532,891 Other income (expense) ​ 202,113 ​ ​ ( 500,000 ) ​ ​ ​ 281,604 ​ ​ ( 500,000 ) Total other income (expense), net ( 5,282,642 ) ​ 5,617,626 ​ ​ ( 16,372,527 ) ​ 1,879,057 Loss before income tax benefit ( 23,794,026 ) ​ ( 15,706,671 ) ​ ​ ( 37,550,082 ) ​ ( 53,036,803 ) Income tax benefit — ​ — ​ ​ — ​ — Net loss $ ( 23,794,026 ) ​ $ ( 15,706,671 ) ​ ​ $ ( 37,550,082 ) ​ $ ( 53,036,803 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) attributable to noncontrolling interests ( 944 ) ​ 62,865 ​ ​ 47,520 ​ 36,657 Net loss attributable to controlling interests $ ( 23,793,082 ) ​ $ ( 15,769,536 ) ​ ​ $ ( 37,597,602 ) ​ $ ( 53,073,460 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per common share - basic $ ( 0.129 ) ​ $ ( 0.106 ) ​ ​ $ ( 0.213 ) ​ $ ( 0.360 ) Net loss per common share - diluted $ ( 0.129 ) ​ $ ( 0.106 ) ​ ​ $ ( 0.213 ) ​ $ ( 0.360 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding - basic 184,235,772 ​ 149,429,535 ​ ​ 176,847,037 ​ 147,537,072 Weighted average common shares outstanding - diluted 184,235,772 ​ 149,429,535 ​ ​ 176,847,037 ​ 147,537,072 ​ See accompanying notes to the condensed consolidated financial statements ​ ​ 4 Table of Contents ANGEL STUDIOS, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Additional ​ ​ ​ ​ ​ ​ ​ Class A ​ Class B ​ Paid-in ​ Accumulated ​ Noncontrolling ​ Total ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Deficit ​ ​ ​ Interests ​ ​ ​ Equity Balance as of March 31, 2026 ​ 112,677,989 ​ $ 11,268 ​ 57,172,339 ​ $ 5,717 ​ $ 214,027,327 ​ $ ( 255,335,588 ) ​ $ ( 168,495 ) ​ $ ( 41,459,771 ) Stock options exercised - ​ ​ - ​ 156,963 ​ ​ 15 ​ ​ 148,449 ​ ​ - ​ ​ - ​ ​ 148,464 Vesting of restricted stock units ​ 137,236 ​ ​ 14 ​ - ​ ​ - ​ ​ ( 14 ) ​ ​ - ​ ​ - ​ ​ - Issuance of common stock, net of fees 16,445,000 ​ ​ 1,644 ​ - ​ ​ - ​ ​ 32,508,468 ​ ​ - ​ ​ - ​ ​ 32,510,112 Transfer of common stock 631,531 ​ ​ 63 ​ ( 631,531 ) ​ ​ ( 63 ) ​ ​ - ​ ​ - ​ ​ - ​ ​ - Repurchase of common stock ( 40,748 ) ​ ​ ( 4 ) ​ ( 44,565 ) ​ ​ ( 4 ) ​ ​ ( 263,150 ) ​ ​ - ​ ​ - ​ ​ ( 263,158 ) Stock-based compensation expense - ​ ​ - ​ - ​ ​ - ​ ​ 3,541,895 ​ ​ - ​ ​ - ​ ​ 3,541,895 Redemptions from noncontrolling interests ​ - ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 12,928 ) ​ ​ ( 12,928 ) Net loss - ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ ( 23,793,082 ) ​ ​ ( 944 ) ​ ​ ( 23,794,026 ) Balance as of June 30, 2026 129,851,008 ​ $ 12,985 ​ 56,653,206 ​ $ 5,665 ​ $ 249,962,975 ​ $ ( 279,128,670 ) ​ $ ( 182,367 ) ​ $ ( 29,329,412 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of March 31, 2025 78,505,913 ​ $ 7,851 ​ 68,452,831 ​ $ 6,846 ​ $ 112,929,775 ​ $ ( 108,356,350 ) ​ $ 2,425,339 ​ $ 7,013,461 Stock options exercised - ​ ​ - ​ 128,390 ​ ​ 12 ​ ​ 110,180 ​ ​ - ​ ​ - ​ ​ 110,192 Issuance of common stock, net of fees 5,414,807 ​ ​ 541 ​ - ​ ​ - ​ ​ 23,706,449 ​ ​ - ​ ​ - ​ ​ 23,706,990 Transfer of common stock ​ 66,822 ​ ​ 7 ​ ( 66,822 ) ​ ​ ( 7 ) ​ ​ - ​ ​ - ​ ​ - ​ ​ - Repurchase of common stock ​ ( 26 ) ​ ​ - ​ ( 11,092 ) ​ ​ ( 1 ) ​ ​ ( 67,909 ) ​ ​ - ​ ​ - ​ ​ ( 67,910 ) Stock-based compensation expense - ​ ​ - ​ - ​ ​ - ​ ​ 2,126,929 ​ ​ - ​ ​ - ​ ​ 2,126,929 Convertible note beneficial conversion feature ​ - ​ ​ - ​ - ​ ​ - ​ ​ 1,114,338 ​ ​ - ​ ​ - ​ ​ 1,114,338 Issuance of warrants ​ - ​ ​ - ​ - ​ ​ - ​ ​ 222,868 ​ ​ - ​ ​ - ​ ​ 222,868 Contributions from noncontrolling interests, net of fees ​ - ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 8,104,168 ​ ​ 8,104,168 Redemptions from noncontrolling interests ​ - ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 5,750,000 ) ​ ​ ( 5,750,000 ) Net income (loss) - ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ ( 15,769,536 ) ​ ​ 62,865 ​ ​ ( 15,706,671 ) Balance as of June 30, 2025 ​ 83,987,516 ​ $ 8,399 ​ 68,503,307 ​ $ 6,850 ​ $ 140,142,630 ​ $ ( 124,125,886 ) ​ $ 4,842,372 ​ $ 20,874,365 ​ ​ See accompanying notes to the condensed consolidated financial statements ​ 5 Table of Contents ANGEL STUDIOS, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Additional ​ ​ ​ ​ ​ ​ ​ Class A ​ Class B ​ Paid-in ​ Accumulated ​ Noncontrolling ​ Total ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Deficit ​ ​ ​ Interests ​ ​ ​ Equity 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 ) Stock options exercised - ​ ​ - ​ 1,138,976 ​ ​ 114 ​ ​ 1,293,362 ​ ​ - ​ ​ - ​ ​ 1,293,476 Vesting of restricted stock units ​ 150,476 ​ ​ 15 ​ - ​ ​ - ​ ​ ( 15 ) ​ ​ - ​ ​ - ​ ​ - Issuance of common stock, net of fees 16,445,000 ​ ​ 1,644 ​ - ​ ​ - ​ ​ 32,508,468 ​ ​ - ​ ​ - ​ ​ 32,510,112 Transfer of common stock 1,367,731 ​ ​ 137 ​ ( 1,367,731 ) ​ ​ ( 137 ) ​ ​ - ​ ​ - ​ ​ - ​ ​ - Repurchase of common stock ( 40,748 ) ​ ​ ( 3 ) ​ ( 285,062 ) ​ ​ ( 29 ) ​ ​ ( 1,160,542 ) ​ ​ - ​ ​ - ​ ​ ( 1,160,574 ) Stock-based compensation expense - ​ ​ - ​ - ​ ​ - ​ ​ 7,013,855 ​ ​ - ​ ​ - ​ ​ 7,013,855 Issuance of warrants ​ - ​ ​ - ​ - ​ ​ - ​ ​ 227,849 ​ ​ - ​ ​ - ​ ​ 227,849 Redemptions from noncontrolling interests ​ - ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 5,883,724 ) ​ ​ ( 5,883,724 ) Net income (loss) - ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ ( 37,597,602 ) ​ ​ 47,520 ​ ​ ( 37,550,082 ) Balance as of June 30, 2026 129,851,008 ​ $ 12,985 ​ 56,653,206 ​ $ 5,665 ​ $ 249,962,975 ​ $ ( 279,128,670 ) ​ $ ( 182,367 ) ​ $ ( 29,329,412 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 - ​ ​ - ​ 284,559 ​ ​ 28 ​ ​ 190,680 ​ ​ - ​ ​ - ​ ​ 190,708 Issuance of common stock, net of fees 7,831,429 ​ ​ 783 ​ - ​ ​ - ​ ​ 38,502,911 ​ ​ - ​ ​ - ​ ​ 38,503,694 Transfer of common stock ​ 66,822 ​ ​ 7 ​ ( 66,822 ) ​ ​ ( 7 ) ​ ​ - ​ ​ - ​ ​ - ​ ​ - Repurchase of common stock ​ ( 96 ) ​ ​ - ​ ( 21,921 ) ​ ​ ( 2 ) ​ ​ ( 132,937 ) ​ ​ - ​ ​ - ​ ​ ( 132,939 ) Stock-based compensation expense - ​ ​ - ​ - ​ ​ - ​ ​ 4,759,765 ​ ​ - ​ ​ - ​ ​ 4,759,765 Convertible note beneficial conversion feature ​ - ​ ​ - ​ - ​ ​ - ​ ​ 1,114,338 ​ ​ - ​ ​ - ​ ​ 1,114,338 Issuance of warrants ​ - ​ ​ - ​ - ​ ​ - ​ ​ 222,868 ​ ​ - ​ ​ - ​ ​ 222,868 Digital assets market value adjustment ​ - ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ 15,962,018 ​ ​ - ​ ​ 15,962,018 Contributions from noncontrolling interests, net of fees ​ - ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 8,332,762 ​ ​ 8,332,762 Redemptions from noncontrolling interests ​ - ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 11,750,000 ) ​ ​ ( 11,750,000 ) Net income (loss) - ​ ​ - ​ - ​ ​ - ​ ​ - ​ ​ ( 53,073,460 ) ​ ​ 36,657 ​ ​ ( 53,036,803 ) Balance as of June 30, 2025 ​ 83,987,516 ​ $ 8,399 ​ 68,503,307 ​ $ 6,850 ​ $ 140,142,630 ​ $ ( 124,125,886 ) ​ $ 4,842,372 ​ $ 20,874,365 ​ See accompanying notes to the condensed consolidated financial statements ​ ​ ​ 6 Table of Contents ANGEL STUDIOS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 37,550,082 ) ​ $ ( 53,036,803 ) Adjustments to reconcile net loss to net cash and cash equivalents provided by (used in) operating activities: ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 6,183,955 ​ ​ 4,439,035 Amortization of content assets ​ ​ 1,078,731 ​ ​ 119,291 Amortization of right-of-use assets ​ ​ 620,717 ​ ​ 345,761 Stock-based compensation expense ​ 7,013,855 ​ ​ 4,759,765 Net loss (gain) on digital assets ​ ​ 8,780,298 ​ ​ ( 4,153,223 ) Impairment of failed acquisition ​ ​ — ​ ​ 500,000 Investments in affiliates gain ​ ( 164,672 ) ​ ​ ( 87,211 ) Non-cash interest expense ​ ​ 705,942 ​ ​ 161,285 Paid-in-kind interest ​ ​ 4,550,624 ​ ​ — Bad debt recovery ​ ​ ( 166,100 ) ​ ​ — Change in operating assets and liabilities: ​ ​ ​ ​ ​ ​ Accounts receivable ​ 20,888,054 ​ ​ ( 4,677,116 ) Physical inventory ​ ( 216,065 ) ​ ​ 237,196 Royalty advance ​ ​ ( 4,619,427 ) ​ ​ — Prepaid expenses and other current assets ​ ( 2,386,592 ) ​ ​ ( 622,039 ) Licensing receivables ​ ( 3,533,362 ) ​ ​ 4,062,976 Other long-term assets ​ ( 2,076,537 ) ​ ​ — Accounts payable and accrued expenses ​ ( 13,497,993 ) ​ ​ 6,910,533 Accrued licensing royalties ​ 17,832,737 ​ ​ 3,080,204 Operating lease liabilities ​ ( 631,452 ) ​ ​ ( 330,670 ) Deferred revenue ​ 16,014,814 ​ ​ 17,938,955 Net cash and cash equivalents provided by (used in) operating activities ​ ​ 18,827,445 ​ ​ ( 20,352,061 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ Purchases of property and equipment ​ ( 189,070 ) ​ ​ ( 118,942 ) Issuance of notes receivable ​ ( 14,684 ) ​ ​ ( 974,176 ) Collections of notes receivable ​ 143,578 ​ ​ 440,643 Advances to acquisition target ​ ( 8,193,364 ) ​ ​ — Sale of digital assets ​ ​ — ​ ​ 99,118 Additions to internal-use software ​ ​ ( 5,478,477 ) ​ ​ ( 4,346,719 ) Purchase of content ​ ​ ( 207,499 ) ​ ​ ( 4,274,150 ) Investments in affiliates ​ — ​ ​ ( 2,982,032 ) Return on investments in affiliates ​ ​ 137,170 ​ ​ — Net cash and cash equivalents used in investing activities ​ ( 13,802,346 ) ​ ​ ( 12,156,258 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ Repayment of notes payable ​ ( 57,630,657 ) ​ ​ ( 24,338,861 ) Repayment of loan guarantee ​ ​ — ​ ​ ( 6,000,000 ) Receipt of notes payable ​ 30,000,000 ​ ​ 48,891,000 Repayment of accrued settlement costs ​ ​ — ​ ​ ( 136,660 ) Exercise of stock options ​ 1,293,476 ​ ​ 190,733 Issuance of common stock ​ 34,534,500 ​ ​ 38,503,670 Contribution of equity in noncontrolling interests ​ ​ — ​ ​ 8,731,422 Redemption of equity in noncontrolling interests ​ ​ ( 5,883,724 ) ​ ​ ( 11,750,000 ) Fees related to issuance of common stock and minority interest ​ ​ ( 2,024,388 ) ​ ​ ( 398,660 ) Repurchase of common stock ​ ( 1,160,574 ) ​ ​ ( 132,940 ) Debt financing fees ​ ( 200,000 ) ​ ​ ( 263,532 ) Net cash and cash equivalents provided by (used in) financing activities ​ ( 1,071,367 ) ​ ​ 53,296,172 ​ ​ ​ ​ ​ ​ ​ Net increase in cash and cash equivalents ​ 3,953,732 ​ ​ 20,787,853 Cash and cash equivalents at beginning of period ​ 44,083,233 ​ ​ 7,211,826 ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of period ​ $ 48,036,965 ​ $ 27,999,679 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of cash flow information: ​ ​ ​ ​ ​ ​ Cash paid for interest ​ $ 5,665,153 ​ $ 2,624,497 ​ ​ ​ ​ ​ ​ ​ Supplemental schedule of noncash financing activities: ​ ​ ​ ​ ​ ​ Adoption of ASU No. 2023-08 ​ $ — ​ $ 15,962,018 Change from digital assets to digital assets receivable ​ ​ — ​ ​ 21,748,336 Operating lease right-of-use assets and liabilities ​ ​ — ​ ​ 145,980 ​ See accompanying notes to the condensed consolidated financial statements ​ 7 Table of Contents Angel Studios, Inc. Notes to the Condensed Consolidated Financial Statements (Unaudited) The financial information presented in these unaudited financial statements is condensed and should be read in conjunction with the entity’s latest annual audited financial statements. Interim disclosures generally do not repeat those in the annual 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 to exist 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 condensed consolidated 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 has 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”). 8 Table of Contents Basis of Presentation The condensed consolidated financial statements include the accounts of the Company. All significant intercompany balances and transactions have been eliminated in consolidation. ​ The unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been reflected in these unaudited condensed consolidated financial statements. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026. The balance sheet at December 31, 2025 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read together with the annual audited consolidated financial statements and related notes for the fiscal year ended December 31, 2025 included in the Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026. As comprehensive income equals net income, separate statements of comprehensive income were not included in the accompanying condensed consolidated financial statements. Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and the accompanying notes. ​ Use of Estimates The preparation of condensed 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. ​ 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 its 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 its digital assets and may use third-party custodial services to secure them. The digital assets are initially recorded at cost and are subsequently remeasured on the condensed consolidated balance sheet at fair value. 9 Table of Contents ​ The Company accounts for its digital assets, which are comprised solely of bitcoin, as indefinite-lived intangible assets. 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, within “Net gain (loss) on digital assets”, in the Company’s condensed consolidated statements of operations. See Note 3, Digital Assets , for further information regarding digital assets. Liquidity The condensed 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 condensed consolidated financial statements. For the six months ended June 30, 2026, the Company incurred a net loss of approximately $ 37.6 million and had cash provided by operating activities of approximately $ 18.8 million. The Company had an accumulated deficit of approximately $ 279.1 million as of June 30, 2026. ​ Management is working to increase revenues through the growth of Angel Guild memberships, the Company’s pipeline of theatrical releases during the second half of 2026 and additional streaming agreements. During the six months ended June 30, 2026, the Company generated approximately $ 190.5 million in cash from Angel Guild paid memberships. The Company has historically financed 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 six months ended June 30, 2026, the Company raised $ 0.0 million from Regulation A offerings and received $ 10.0 million from P&A loans. 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. During the six months ended June 30, 2026, the Company paid $ 57.6 million for the repayments of P&A loans, including interest and paid $ 5.9 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, 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. ​ Additionally, the Company has raised capital through the sale of its Common Stock, generating $ 104.1 million of cash during the year ended December 31, 2025. The Company issued Common Stock through a public offering for aggregate proceeds of $ 34.5 million during the six months ended June 30, 2026. As the Company continues to grow, management expects that the existing capital resources, including cash, accounts receivables, licensing receivables, recurring revenues from its membership base, the ability to draw on its existing debt facility, and the ability to sell its digital assets if necessary, will be sufficient to meet the Company’s operating requirements for at least the next twelve months. While there is no assurance of success, management remains committed to its plans to grow revenues and manage expenses. ​ 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 June 30, 2026, the allowance for doubtful accounts receivable was $ 0.4 million. As of December 31, 2025, the Company’s allowance for doubtful accounts receivable was $ 0.6 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 10 Table of Contents 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 credit risk at each reporting period. Any expected credit losses are recognized in accordance with the Company’s allowance for doubtful accounts policy. 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 June 30, 2026, and December 31, 2025. 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 condensed 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 condensed 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 condensed 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 . 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 11 Table of Contents 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 three and six months ended June 30, 2026 and 2025. ​ 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 condensed 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 condensed 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. The Company also holds variable interests in one or more entities through guarantee arrangements, whereby the Company guarantees repayment of third-party loans made to one or more independent film production company. The Company evaluated the film production companies under ASC 810, Consolidation, and determined that they are variable interest entities in which the Company holds a variable interest. The Company concluded that it is not the primary beneficiary because it does not have the power to direct the activities that most significantly impact the Borrower's economic performance, which are driven by the filmmaker's creative and production decisions in making the film. Accordingly, the film production companies are not consolidated in the Company's condensed consolidated financial statements. 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 June 30, 2026 and December 31, 2025. Other Long-Term Assets Other long-term assets consist primarily of payments made to certain partners that the Company has determined are probable of being acquired, which payments are being used to fund content development that eventually will be on Angel's streaming platform. Once the acquisition closes, the asset will be converted to Content and begin amortizing once the content is released on the platform. Any impairment in other long-term assets is recognized in the condensed consolidated statements of operations. 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. 12 Table of Contents 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, 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 June 30, 2026 and December 31, 2025, the Company had $ 81.3 million and $ 64.8 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. ​ Other Deferred Revenue As of June 30, 2026 and December 31, 2025, the Company had $ 1.2 million and $ 1.7 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. ​ As of December 31, 2025, the Company had $ 66.5 million of total deferred revenue. Of this amount, $ 17.5 million and $ 47.7 million were recognized as revenue during the three and six months ended June 30, 2026. 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 when or as the Company satisfies a performance obligation. The following components represent the most significant portions of revenue being recognized: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended June 30, ​ For the six months ended June 30, ​ 2026 ​ ​ ​ 2025 ​ 2026 ​ ​ ​ 2025 Angel Guild $ 90,720,582 ​ $ 46,803,621 ​ $ 174,063,193 ​ $ 81,501,139 Theatrical ​ 2,795,742 ​ ​ 32,579,632 ​ ​ 20,770,747 ​ ​ 40,307,838 Content licensing 15,096,293 ​ 6,565,573 ​ 25,260,304 ​ 9,162,077 Merchandise ​ 2,442,633 ​ ​ 1,126,830 ​ ​ 5,575,505 ​ ​ 2,070,674 Other ​ 650,680 ​ ​ 565,760 ​ ​ 1,141,247 ​ ​ 2,040,328 Total Revenue $ 111,705,930 $ 87,641,416 ​ $ 226,810,996 $ 135,082,056 ​ 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 13 Table of Contents 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 Revenue 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 adjustment to revenues in future periods. Any adjustments booked during the three and six months ended June 30, 2026 and 2025 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 and 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. ​ 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 Company's remaining performance obligations consist primarily of Angel Guild memberships, for which unrecognized amounts are reflected in deferred revenue above. ​ 14 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 condensed 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 condensed 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 for the three months ended June 30, 2026, and 2025, were $ 0.5 million and $ 2.2 million, respectively, and for the six months ended June 30, 2026 and 2025, were $ 2.1 million and $ 2.5 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 condensed 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 is included in research and development expenses. For expenses that do not qualify for capitalization, the expenses are recognized in the condensed 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 obligations, and corporate governance. Legal expenses may fluctuate based on the nature, timing, and complexity of matters encountered by the Company. 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 condensed consolidated statements of operations over the period of service. Income Taxes Income taxes are provided for the tax effects of transactions reported in the condensed 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. 15 Table of Contents 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 June 30, 2026 and December 31, 2025, 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 and other revenue. Segment profit or loss is measured consistently with the consolidated operating income (loss) presented in the condensed 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 condensed 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. 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. ​ 16 Table of Contents 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 condensed 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. ​ Guarantees of Third-Party Indebtedness The Company guarantees repayment of certain third-party loans made to independent film production companies. At the inception of each guarantee, the Company recognizes a guarantee liability measured at fair value in accordance with ASC 460, Guarantees, using a probability-weighted present value of expected cash outflows (Level 3 under ASC 820, Fair Value Measurement). The offsetting debit is recorded in other long-term assets, representing the expected economic recovery through revenue generated from the distribution of the film (“Producer Royalty Rights”). The guarantee liability and other long-term assets are reduced pro-rata as Producer Royalty Rights are applied to the outstanding loan balance over the guarantee term, with no income statement impact as long as full recovery is projected. If a shortfall becomes probable and estimable, the Company recognizes guarantee expense for the net unrecoverable amount, writes off the other long-term assets, and recognizes a royalty recoverable asset for the estimated post-term royalty recovery under ASC 926-20. See Note 5, Commitments and Contingencies , for further information. ​ Minimum Royalty Guarantees The Company enters into agreements with certain filmmakers that guarantee minimum royalty payments over a specified term, regardless of the box office, streaming, or other performance of the underlying content (“Minimum Royalty Guarantees”). Unlike Guarantees of Third-Party Indebtedness discussed above, Minimum Royalty Guarantees do not involve a guarantee of a third party's indebtedness and are not accounted for under ASC 460. The Company recognizes royalty expense and a corresponding liability as royalties are earned under the applicable royalty formula, with cash payments reducing the liability. If the Company determines that royalties expected to be earned over the guarantee term will not be sufficient to satisfy the guaranteed minimum, the Company recognizes the estimated shortfall as expense, with a corresponding liability, in the period the shortfall becomes probable and estimable. See Note 5, Commitments and Contingencies , for further information regarding amounts outstanding under these arrangements. ​ Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted ASU 2025-12 In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-12, Codification Improvements, 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 , which improves the disclosures about a public business entity’s expenses and addresses 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 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 should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date or (2) retrospectively to any or all 17 Table of Contents 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. ​ R ecently 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 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 required 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 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 year ended December 31, 2024 of $ 12.9 million. An adjustment to decrease the Company’s net loss was required for the three and six months ended June 30, 2025 of $ 0.1 million and $ 0.2 million, respectively. The per-share impact for the three and six months ended June 30, 2025 was $ 0.00 for both basic and diluted Net Loss per common share. ​ 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 of the Business Combination, the Company received no gross proceeds. The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statement of changes in 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. 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. ​ ​ ​ 18 Table of Contents 3. Digital Assets The table below summarizes the digital assets shown on the Company’s condensed consolidated balance sheets as of: ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2026 ​ December 31, 2025 Digital assets held: ​ ​ ​ ​ ​ Approximate number of bitcoin held ​ 303.1 ​ ​ 303.1 Digital asset cost basis $ 19,617,187 ​ $ 19,617,187 Digital asset carrying value $ 17,747,262 ​ $ 26,527,560 ​ The cost basis is determined using the first-in, first-out methodology. The following table summarizes the Company’s digital asset purchases, dispositions, and gains (losses) on digital assets as calculated for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended June 30, ​ For the six months ended June 30, ​ 2026 ​ ​ ​ 2025 ​ 2026 ​ ​ ​ 2025 Approximate number of bitcoin acquired ​ — ​ ​ — ​ ​ — ​ ​ 0.01 Approximate number of bitcoin dispensed ​ — ​ ​ — ​ ​ — ​ ​ ( 1.1 ) Digital asset additions $ — ​ $ — ​ $ — ​ $ — Digital asset dispositions $ — ​ $ — ​ $ — ​ $ 99,118 Unrealized gains (losses), net $ ( 2,935,243 ) ​ $ 7,452,328 ​ $ ( 8,780,298 ) ​ $ 4,153,223 4. ​ ​ 19 Table of Contents 4. Debt Notes Payable ​ The following table summarizes the Company’s debt facilities as of June 30, 2026 and December 31, 2025 (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2026 ​ ​ December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Type of Facility or Arrangement ​ Principal Value ​ ​ Principal Value ​ ​ Original Principal Amount ​ ​ Interest Rate ​ ​ Repayment Terms May 2024 P&A loans ​ $ 2.0 ​ ​ $ 2.0 ​ ​ $ 3.0 ​ ​ 10.0 * % ​ ​ For detailed terms, see (1) May 2025 convertible note ​ ​ 6.0 ​ ​ ​ 5.5 ​ ​ ​ 5.0 ​ ​ 15.0 ​ ​ ​ For detailed terms, see (2) September 2025 note with warrants ​ ​ 40.0 ​ ​ ​ 40.0 ​ ​ ​ 40.0 ​ ​ 13.5 ​ ​ ​ For detailed terms, see (2) February 2026 note with warrants ​ ​ 20.0 ​ ​ ​ — ​ ​ ​ 20.0 ​ ​ 13.5 ​ ​ ​ For detailed terms, see (2) Revolving P&A loans (See Note 7, Related-Party Transactions ) ​ ​ 10.0 ​ ​ ​ 53.5 ​ ​ ​ ​ ​ ​ 10.0 - 15.0 * ​ ​ ​ For detailed terms, see (3) Total ​ ​ 78.0 ​ ​ ​ 101.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: discounts and issuance costs, net of amortization ​ ​ ( 3.6 ) ​ ​ ​ ( 3.8 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total notes payable balance ​ $ 74.4 ​ ​ $ 97.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ *The interest rates for these loans are calculated as simple interest, where the amount of interest is a fixed amount of the principal. ​ (1) 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. (2) See the Notes with convertible features and/or warrants section below. (3) The current notes mature in September 2026. ​ ​ ​ ​ ​ ​ 20 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. ​ September 2025 note with warrants In September 2025, the Company entered into a loan and security agreement with certain lenders, which provides for up to a $ 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, and is discussed below in the February 2026 note with warrants section; (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. ​ 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 contains 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 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 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 %. ​ February 2026 note with warrants In February 2026, the Company drew the second tranche from the term loan discussed in the September 2025 note with warrants section above. The terms are identical to the September 2025 note. This tranche was for aggregate principal amount equal to $ 20.0 million. As part of the 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. A discount of $ 0.2 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 $ 0.2 million was booked as a debt discount for commitment fees paid to the lender. 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 14.5 %. 21 Table of Contents ​ The following table summarizes further details of the outstanding notes with convertible features and/or warrants as of June 30, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ February 2026 note with warrants ​ February 17, 2026 ​ October 1, 2030 ​ ​ 20,000,000 ​ 13.50 ​ ​ Components and Fair Value of the Convertible Notes ​ The convertible note consisted of the following components as of June 30, 2026 and 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2026 ​ Outstanding Principal Amount ​ Less: Discounts, Net of Amortization ​ Net Carrying Amount ​ Fair Value (1) May 2025 convertible note $ 5,950,172 ​ $ 723,988 ​ $ 5,226,184 ​ $ 7,777,778 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 estimated fair value of the convertible note is determined using a market-based discount rate reflective of the Company’s credit risk and current market conditions for similar instruments (Level 3 input within the fair value hierarchy established under ASC 820). ​ Interest Expense of the Convertible Notes ​ The following table summarizes interest expenses related to the convertible notes for the three and six months ended June 30, 2026 and 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, 2026 ​ Six Months Ended June 30, 2026 ​ Contractual Interest Expense ​ ​ ​ Amortization of Debt Discount ​ Total ​ Contractual Interest Expense ​ ​ ​ Amortization of Debt Discount ​ Total May 2025 convertible note $ 217,085 ​ $ 166,206 ​ $ 383,291 ​ $ 424,005 ​ $ 314,466 ​ $ 738,471 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, 2025 ​ Six Months Ended June 30, 2025 ​ Contractual Interest Expense ​ ​ ​ Amortization of Debt Discount ​ Total ​ Contractual Interest Expense ​ ​ ​ Amortization of Debt Discount ​ Total May 2025 convertible note $ 125,781 ​ $ 65,016 ​ $ 190,797 ​ $ 125,781 ​ $ 65,016 ​ $ 190,797 ​ ​ ​ 5. 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 22 Table of Contents 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 quarterly 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. ​ 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 Film 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 Plaintiffs’ 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 ( $ 1.3 thousand 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 is 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 May 2025, the Company agreed to purchase the IP for Sketch 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. As of July 31, 2025, the final payment has been made and the purchase is complete. 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 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. 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. 23 Table of Contents On November 14, 2025, the Company entered into an agreement and plan of merger (“Homestead Merger Agreement”) pursuant to which the Company will acquire directly or indirectly all of the equity interests of Black Autumn Show, Inc. (“Black Autumn”), which owns the rights to the 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 the Company’s 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. ​ On November 14, 2025, the Company entered into an agreement and plan of merger (as amended and restated on June 29, 2026, the “TCP Merger Agreement”) pursuant to which the Company 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 of the merger, all of the issued and outstanding TCP Units will be cancelled and extinguished and converted automatically into the right to receive a portion of the TCP Aggregate Stock Consideration equal to the TCP Aggregate Stock Consideration multiplied by such TCP Unitholder’s TCP Adjusted Percentage Interest at the effective time of the merger. All capitalized terms used in this paragraph are used as defined in the TCP Merger Agreement, which is referenced as an exhibit to this Form 10-Q. In connection with the pending acquisition and pursuant to rights established under the existing distribution agreement, the Company has committed to fund the production of additional seasons of The Wingfeather Saga (the "Wingfeather Production Funding"). The Company has determined that the Wingfeather Production Funding constitutes a transaction separate from the acquisition and is accounted for independently under applicable GAAP. Accordingly, production costs funded by the Company are capitalized as content costs. As of June 30, 2026, the Company has capitalized approximately $ 3.3 million of production costs related to The Wingfeather Saga, which are presented as Long-Term Assets on the condensed consolidated balance sheets. The Company is contractually obligated to complete the TCP Merger before October 31, 2026, subject to the receipt of regulatory approvals and the satisfaction of customary closing conditions. As of the date of this Form 10-Q, the TCP Merger has not closed. ​ On November 14, 2025, the Company entered into an agreement and plan of merger (as amended and restated on June 29, 2026, the “TTS Merger Agreement”) pursuant to which the Company 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 of the merger, all of the issued and outstanding 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 per TTS Investor Unit in cash equal to the TTS Investor Per Unit Cash Consideration and a number of shares of the Company’s Class A Common Stock per TTS Investor Unit equal to the TTS Investor Per Unit Stock Consideration and (b) for TTS Key Operators, a number of shares of Company Class A Common Stock per TTS Key Operator Unit 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 referenced as an exhibit to this Form 10-Q. In connection with the pending acquisition and pursuant to rights established under the existing distribution agreement, the Company has committed to fund the production of additional seasons of The Tuttle Twins Show (the "Tuttle Twins Production Funding"). The Company has determined that the Tuttle Twins Production Funding constitutes a transaction separate from the acquisition and is accounted for independently under applicable GAAP. Accordingly, production costs funded by the Company are capitalized as content costs. As of June 30, 2026, the Company has capitalized approximately $ 3.1 million of production costs related to The Tuttle Twins show, which are present ed as Long-Term Assets on the condensed consolidated balance sheet. The Company is contractually obligated to complete the TTS Merger before October 31, 2026, subject to the receipt of regulatory approvals and the satisfaction of customary closing conditions. As of the date of this Form 10-Q, the TTS Merger has not closed. ​ Guarantees of Third-Party Indebtedness ​ The Company guarantees repayment of certain third-party loans made to independent film production companies. The Company acts as the film distributor and collection account manager, remitting the royalties from the distribution of the film, the Producer Royalty Rights, directly to lender as the primary source of loan repayment during the loan term. If the Producer Royalty Rights remitted over the guaranteed term are insufficient to repay the loan in full and the film production company is unable to cover the balance of the loan, the Company is obligated to fund the remaining balance to the lender under a contractual payment undertaking (the "Angel Backstop"). The Angel Backstop is an unconditional and irrevocable guarantee of the Borrower's loan repayment obligation. 24 Table of Contents ​ The Angel Backstop is recognized as a guarantee liability at a Day 1 fair value in accordance with ASC 460, Guarantees, using the probability-weighted present value methodology described in Note 1. The offsetting debit was recorded as a deferred guarantee cost, presented within other long-term assets on the condensed consolidated balance sheet, representing the expected economic recovery of the guarantee obligation through Producer Royalty Rights. After initial recognition, the guarantee liability and deferred guarantee cost are reduced pro-rata as Producer Royalty Rights are applied to the outstanding loan balance. ​ The following table presents information about the Angel Backstop as of June 30, 2026: ​ ​ ​ ​ ​ June 30, 2026 Outstanding loan balance guaranteed (undiscounted) $ 6,465,720 Maximum potential undiscounted future payments (1) ​ 6,465,720 Angel Backstop liability (carrying value) (2) ​ 283,848 Deferred Guarantee Cost (carrying value) (2) ​ 283,848 ​ (1) Represents the full outstanding loan balance as of the balance sheet date, which is the maximum amount the Company could be required to fund to the lender assuming no Producer Royalty Rights are received over the remainder of the guarantee term. Presented gross and undiscounted and has not been reduced by projected royalty recoveries. No collateral is held by the Company in connection with the Angel Backstop. (2) The Angel Backstop liability represents the unamortized Day 1 fair value of the Company's stand-ready guarantee obligation, measured at inception under ASC 460 and subsequently reduced pro-rata as Producer Royalty Rights are applied to the outstanding loan balance. The Deferred Guarantee Cost is the corresponding asset, carried within other long-term assets on the condensed consolidated balance sheet, and is reduced in tandem with the liability. ​ The Company assesses the probability of being required to make payments under the Angel Backstop based on current projections of film revenue performance relative to the outstanding loan balance. As of June 30, 2026, the Company has assessed the payment risk as low. ​ In the event the Company is required to make a payment under the Angel Backstop, it retains the contractual right to receive post-term Producer Royalty Rights from the Borrower to the extent earned in subsequent periods, representing a potential recovery of amounts funded. No collateral is held by the Company in connection with this guarantee. ​ Minimum Royalty Guarantees ​ The Company has entered into agreements with filmmakers that guarantee minimum royalty payments over specified periods, generally not expected to result in a shortfall given anticipated royalties. The Company recognizes royalty expense and a corresponding liability as royalties are earned, with cash payments reducing the liability. As of June 30, 2026, the remaining unrecognized commitments under these agreements are as follows: ​ ​ ​ ​ ​ Year Ending December 31, ​ ​ ​ ​ Remainder of 2026 ​ $ 3,000,000 2027 ​ 4,862,042 2028 ​ ​ 40,551,841 2029 ​ ​ — 2030 ​ ​ — Thereafter ​ ​ 5,958,891 Total ​ $ 54,372,774 ​ During the three and six months ended June 30, 2026, royalties earned and credited against these guarantees reduced the aggregate remaining commitment by $ 17.0 million and $ 23.6 million. ​ With respect to the Company's minimum royalty guarantee arrangements, the Company has determined that a shortfall between royalties expected to be earned and the guaranteed minimums is reasonably possible, based on box office, licensing deals, and streaming performance of certain films relative to the original projections. The Company continues to project that royalties earned over the remaining terms of these arrangements will be sufficient to satisfy the guaranteed minimum, and no shortfall has been deemed probable as of June 30, 2026. Given the various stages of the distribution windows and in some cases limited performance data to date, the Company is unable to reasonably estimate the amount of any potential shortfall at this time. The Company will continue to monitor the 25 Table of Contents performance of the underlying content and will record a liability for each estimated shortfall in the period in which it becomes probable and reasonably estimable. ​ 6. Common Stock The Company has authorized Common Stock consisting of 700,000,000 shares, par value $ 0.0001 per share, 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 shares, par value $ 0.0001 per share. 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. 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 4, 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. The second draw was taken by the Company in February 2026, from which the lenders received warrants to purchase 292,537 shares of the Company’s Class A Common Stock. See Note 4, 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 condensed consolidated statements of stockholders’ equity at the time of issuance. The fair value of the warrants was estimated using the Black-Scholes option pricing model at the time of issuance and will not be remeasured throughout their life, pursuant to ASC 815-40. ​ For more information regarding the note and warrant purchase agreements, refer to Note 4, Debt. ​ Common Stock Offering I n April 2026, the Company entered into an underwriting agreement with an unaffiliated third party for the issuance and sale of 16,445,000 shares of its Class A Common Stock at a price to the public of $ 2.10 per share. The Company received net proceeds of approximately $ 32.5 million, after underwriting discounts, commissions, and estimated offering expenses. ​ Loss per Share The following table represents the Company’s loss per share for the three and six months ended June 30, 2026 and 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended June 30, ​ For the six months ended June 30, ​ 2026 ​ ​ ​ 2025 ​ 2026 ​ ​ ​ 2025 Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to controlling interests $ ( 23,793,082 ) ​ $ ( 15,769,536 ) ​ $ ( 37,597,602 ) ​ $ ( 53,073,460 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ Weighted average basic shares outstanding 184,235,772 ​ 149,429,535 ​ 176,847,037 ​ 147,537,072 Effect of dilutive shares — ​ — ​ — ​ — Weighted average diluted shares 184,235,772 ​ 149,429,535 ​ 176,847,037 ​ 147,537,072 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic loss per share $ ( 0.129 ) ​ $ ( 0.106 ) ​ $ ( 0.213 ) ​ $ ( 0.360 ) Diluted loss per share $ ( 0.129 ) ​ $ ( 0.106 ) ​ $ ( 0.213 ) ​ $ ( 0.360 ) ​ 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 26 Table of Contents common shares had been issued and if the common shares were dilutive. All potential common shares were anti-dilutive as a result of the Company’s net losses during the three and six months ended June 30, 2026 and 2025. ​ 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 three and six months ended June 30, 2026 and 2025: ​ ​ ​ ​ ​ ​ ​ ​ Three and Six Months Ended June 30, ​ 2026 ​ ​ ​ 2025 Stock options to purchase common stock ​ 30,161,784 ​ ​ 30,874,499 Unvested restricted stock awards ​ 3,529,215 ​ ​ — Convertible securities to acquire common stock ​ 970,664 ​ ​ 837,160 Warrants to purchase common stock 1,040,931 ​ 163,322 Total outstanding potentially dilutive securities 35,702,594 ​ 31,874,981 ​ ​ 7 . 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 three months ended June 30, 2026 and 2025, the Company incurred expenses of $ 0.1 million and $ 0.2 million, respectively, to the related party for marketing services. During the six months ended June 30, 2026 and 2025, the Company incurred expenses of $ 0.3 million and $ 0.3 million, respectively, to the related party for marketing services. 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 115.0 % (initial investment plus a 10.0 % to 15.0 % 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(b) 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 is typically due between 80 – 120 days from the individual draw. As of June 30, 2026 and December 31, 2025, the total outstanding balance of revolving P&A loans was $ 10.0 million and $ 53.5 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 4, Debt for additional details. On October 22, 2025, Benton Crane joined the Company’s Board of Directors. Mr. Crane is an executive producer and board member at Black Autumn Show, Inc., 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 of $ 6.5 million during the year ended December 31, 2025, and payments of $ 6.0 million during the six months ended June 30, 2026. Total payments, including royalties paid, to The Tuttle Twins Show LLC, during the year ended December 31, 2025 and the six months ended June 30, 2026, were $ 3.9 million and $ 2.5 million, respectively. See Note 5, Commitments and Contingencies , for more information. ​ 8 . Subsequent Events Subsequent events have been evaluated through August 4, 2026, which is the date the condensed consolidated financial statements were issued. ​ ​ ​ 27 Table of Contents