Angel Studios Enters Material Agreement, Discloses Financial Obligation & Equity Sales

TL;DR

Angel Studios signed a big deal, took on debt, and sold stock. Big moves happening.

AI Summary

Angel Studios, Inc. announced on September 8, 2025, that it entered into a material definitive agreement. The company also disclosed the creation of a direct financial obligation and unregistered sales of equity securities. The filing was made on September 10, 2025, and pertains to events on September 8, 2025.

Why It Matters

This 8-K filing indicates significant corporate actions by Angel Studios, Inc., including new financial commitments and equity transactions, which could impact its financial structure and shareholder base.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement, a direct financial obligation, and unregistered sales of equity, all of which can introduce financial and operational risks.

Key Players & Entities

• Angel Studios, Inc. (company) — Registrant
• September 8, 2025 (date) — Date of earliest event reported
• September 10, 2025 (date) — Filing date
• 295 W Center St. Provo, UT 84601 (location) — Company address

FAQ

Key Financial Figures

• $100.0 million — lity provides the Company with an up to $100.0 million term loan with a delayed draw feature,
• $40.0 m — che in an aggregate principal amount of $40.0 million, which was funded on the Closing
• $20.0 m — an aggregate principal amount equal to $20.0 million, which may be drawn by the Compan
• $39.00 — ock with an exercise price per share of $39.00. The Warrants vest and become exercisab

Filing Documents

• tm2525710d1_8k.htm (8-K) — 32KB
• tm2525710d1_ex4-1.htm (EX-4.1) — 97KB
• tm2525710d1_ex4-2.htm (EX-4.2) — 97KB
• tm2525710d1_ex10-1.htm (EX-10.1) — 569KB
• tm2525710d1_ex10-2.htm (EX-10.2) — 25KB
• tm2525710d1_ex10-1img001.jpg (GRAPHIC) — 95KB
• tm2525710d1_ex10-1sp1img001.jpg (GRAPHIC) — 3KB
• tm2525710d1_ex4-1img002.jpg (GRAPHIC) — 84KB
• tm2525710d1_ex4-2img001.jpg (GRAPHIC) — 65KB
• 0001104659-25-088826.txt ( ) — 1495KB
• none-20250908.xsd (EX-101.SCH) — 3KB
• none-20250908_lab.xml (EX-101.LAB) — 33KB
• none-20250908_pre.xml (EX-101.PRE) — 22KB
• tm2525710d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry Into a Material Definitive Agreement Loan and Security Agreement On September 8, 2025 (the " Closing Date "), Angel Studios, Inc., a Delaware corporation (the " Company ") and certain of the Company's subsidiaries entered into a Loan and Security Agreement (the " Credit Facility ") with certain lenders thereunder and Trinity Capital Inc., a Maryland Corporation, as agent for the lenders. The Credit Facility provides the Company with an up to $100.0 million term loan with a delayed draw feature, which is composed of four committed tranches: (i) the first tranche in an aggregate principal amount of $40.0 million, which was funded on the Closing Date; (ii) the second tranche in an aggregate principal amount equal to $20.0 million, which may be drawn by the Company on or prior to June 30, 2026; (iii) the third tranche in an aggregate principal amount equal to $20.0 million, which may be drawn by the Company 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 by the Company 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 by the Company of a minimum of net cash proceeds from the sale or issuance of equity. Borrowings under the Credit Facility will be 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

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The disclosure set forth above in Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.02 . The Warrants and the securities of the Company that may be issued in connection with the Credit Facility and Participation Rights Agreement will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The securities are subject to transfer restrictions, and the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent an effective registration statement under the Securities Act or pursuant to an exemption therefrom.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 4.1* Warrant to Purchase Stock. 4.2* Warrant to Purchase Stock. 10.1* Loan and Security Agreement. 10.2* Participation Rights Agreement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ANGEL STUDIOS, INC. Date: September 10, 2025 By: /s/ Scott Klossner Scott Klossner Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR