Angel Studios, Inc. 10-Q

Item 1A. Risk Factors Except as set forth below, there have been no material changes to the risk factors disclosed in Item 1A, “ Risk Factors ,” in the Form 10-K for the period ended December 31, 2025. A failure to maintain an effective system of internal control over financial reporting could result in material misstatements of our financial statements in future periods and may impair our ability to comply with the accounting and reporting requirements applicable to public companies. Furthermore, our business, financial position, and results of operations could be adversely affected. As a public company, we are subject to reporting and other obligations under the Exchange Act, including the requirements of the Sarbanes-Oxley Act of 2002, or SOX, Section 404, which require annual management assessments of the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for management to determine that our internal control over financial reporting is effective are complex and require significant documentation, testing and possible remediation to meet the detailed standards under the rules. During the course of its testing, our management may identify material weaknesses or deficiencies which may not be remedied in time to meet the deadline imposed by SOX. These reporting and other obligations place significant demands on our management and administrative and operational resources, including accounting resources. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Any failure to maintain effective internal controls could also have an adverse effect on our business, financial position and results of operations. We have issued a financial guarantee in connection with a royalty-backed guarantee, which could require us to make cash payments if the guaranteed film does not generate sufficient revenue. Under this arrangement, we unconditionally guarantee repayment of a third-party loan made to an independent film production company to the extent that Producer Royalty Rights from the distribution of the film are insufficient to repay the loan in full by the end of the guarantee term. The commercial performance of the film is subject to uncertainty and factors outside our control, including audience reception, critical response, competitive releases, and broader economic conditions. If the film underperforms, we could be required to make a cash payment to the lender, which could affect our liquidity, cash flows, and results of operations. We may in the future enter into additional similar arrangements, which would increase our aggregate exposure. Although we currently assess the payment risk as low, there can be no assurance that actual film revenue will meet projections or that we will not be required to make payments under the guarantee. We have entered into agreements with certain filmmakers and content creators that guarantee minimum royalty payments over specified periods, regardless of the actual box office, streaming, or other performance of the underlying content, and we may enter into similar arrangements in the future. We recognize royalty expense and a corresponding liability as royalties are earned under these agreements, and we do not currently expect any of these guarantees to result in a shortfall between royalties earned and the guaranteed minimum; however, that expectation depends on projections of future box office receipts, streaming performance, and other revenue-generating activity for the underlying content, which are inherently uncertain and may not prove accurate. If any content subject to these guarantees underperforms relative to our expectations, we would be required to recognize the estimated shortfall as an expense with a corresponding liability, potentially with limited advance notice, which could be material and could affect our results of operations in the period recognized. 44 Table of Contents Item 2. Unregistered Sales of Equity Securities and Use of Proceeds There were no sales of unregistered securities to report which have not been previously included in an Annual Report on Form 10-K or a Current Report on Form 8-K. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.