UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant to TOSection ~~SECTION~~ 13 ORor 15(d) OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): June 29, 2026

Date of Report (Date of earliest event reported): June 17, 2026

Angel Studios, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-56642	46-5217451
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

295 W Center St. Provo, UT 84601
(Address of principal executive offices)

(760) 933-8437
(Registrant’s telephone number, including area code)

Delaware		001-41150		86-3483780
(State or other jurisdiction ofincorporation ororganization)		(Commission File Number)		(I.R.S. EmployerIdentification No.)

None.
(Former name or former address, if changed since last report)

295 W Center St.Provo, UT 84601

(Address of principal executive offices)

(760) 933-8437

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~☐Written~~¨ ~~communications~~Soliciting material pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

~~☐Soliciting~~¨ ~~material~~Pre-commencement communications pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b))

☐¨ Pre-commencement communications pursuant to Rule ~~14d~~13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	ANGX	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company x

~~Emerging~~If an emerging growth company, ☒indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry Into a Material Definitive Agreement

IfAs anpreviously ~~emerging~~disclosed, on ~~growth~~November ~~company~~14, ~~indicate~~2025, byAngel ~~check~~Studios, ~~mark~~Inc., ifa Delaware corporation (the ~~registrant~~“Company” ~~has~~or ~~elected~~“Angel ~~not~~Studios”), entered tointo ~~use~~(i) an Agreement and Plan of Merger (the ~~extended~~“Original ~~transition~~TTS ~~period~~Merger ~~for~~Agreement,” ~~complying~~and, ~~with~~such ~~any~~transactions ~~new~~contemplated thereby, orthe ~~revised~~“TTS ~~financial~~Merger”), ~~accounting~~by ~~standards~~and ~~provided~~among ~~pursuant~~the toCompany, ~~Section~~Angel 13Tuttle Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Angel Tuttle Merger Sub”), Tuttle Twins Show, LLC, a Utah limited liability company (“TTS”), and Daniel Harmon, as Unitholder Representative, and (ii) an Agreement and Plan of Merger (the ~~Exchange~~“Original TCP ~~Act.~~Merger ☐Agreement,” and, such transactions contemplated thereby, the “TCP Merger”), by and among the Company, Angel TCP Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Angel TCP Merger Sub”), Toothy Cow Productions, LLC, a Tennessee limited liability company (“TCP”), and Shining Isle Productions, LLC, a Tennessee limited liability company, as Unitholder Representative.

On June 29, 2026, the Company entered into Amended and Restated Agreements and Plans of Merger with respect to each of the Original TTS Merger Agreement (the “A&R TTS Merger Agreement”) and Original TCP Merger Agreement (the “A&R TCP Merger Agreement,” and together with the A&R TTS Merger Agreement, the “A&R Merger Agreements”), which amend and restate in their entirety the corresponding Original TTS Merger Agreement and Original TCP Merger Agreement as described below.

A&R TTS Merger Agreement

The key revisions to the A&R TTS Merger Agreement include, but are not limited to, (i) extending the Outside Date to October 31, 2026 (as defined in the A&R TTS Merger Agreement) and (ii) eliminating as a closing condition the requirement of a showrunner agreement for Daniel Harmon.

As previously disclosed, certain directors and officers of the Company or their family members are TTS Key Operators and signatories to the TTS Support Agreements, including the Company’s officers Neal Harmon, Jeffrey Harmon, Jordan Harmon and Daniel Harmon and director Benton Crane. Daniel Harmon, brother of Neal, Jordan, and Jeffrey Harmon, along with the Company’s CEO Neal Harmon, President Jordan Harmon, director Benton Crane, certain family members of the Company’s directors and officers, and certain affiliated entities of the Company, including Harmon Brothers, LLC and VAS Portal, LLC, own units of TTS, and such individuals and entities will receive shares of Company Class A Common Stock, par value $0.0001 per share (the “Company Class A Common Stock”) as consideration in the TTS Merger. As of June 23, 2026, Company related parties own 41.6% of the units of TTS.

Further, while negotiations were ongoing, the Company committed to funding the operations of TTS through the entirety of season four. If the acquisition of TTS by the Company is not consummated, any amount of operational funding provided by the Company to TTS since September 10, 2025 will be converted into preferred units of TTS at $1.16 per unit. The Company has provided $11.7 million to TTS to date.

A&R TCP Merger Agreement

~~Item~~The ~~5.03Amendments~~key revisions to ~~Articles~~the A&R TCP Merger Agreement include, but are not limited to, (i) extending the Outside Date to October 31, 2026, (ii) replacing as a closing condition the previously required execution of ~~Incorporation~~a orconfirmation ~~Bylaws;~~of ~~Change~~an intellectual property assignment agreement with a requirement that the parties enter into a new TCP A&R License Agreement, (iii) clarifying the consideration to be payable at closing of the TCP Merger, and (iv) revising the merger structure of the TCP Merger such that, following the TCP Merger, Angel TCP Merger Sub shall continue as the Surviving Company and the separate existence of TCP shall cease (each, as defined in ~~Fiscal~~the ~~Year~~A&R TCP Merger Agreement).

OnAs ~~June~~previously 17disclosed, certain ~~2026,~~affiliated ~~Angel~~entities ~~Studios,~~of ~~Inc. (~~the “Company”) ~~filed~~own aunits ~~Third~~of ~~Amended~~TCP, and ~~Restated~~such ~~Certificate~~entities ofwill ~~Incorporation~~receive ~~(the “Amended Charter”) with the Secretary of State of the State of Delaware to revise certain provisions relating to the automatic conversion of~~ shares of ~~the~~ Company’s Class BA ~~common~~Common ~~stock,~~Stock ~~par~~as consideration ~~value~~in ~~$0.0001 per share (~~the ~~“Class~~TCP BMerger. ~~Common~~As ~~Stock”), into shares~~ of ~~Class~~June ~~A common stock~~23, ~~par value $0.0001 per share~~2026, ~~upon~~Company ~~the~~related ~~occurrence~~parties ofown ~~certain~~2.4% ~~transfers~~ of ~~Class B Common Stock or upon~~ the ~~death~~units ~~or permanent incapacity~~ of ~~a holder~~TCP.

Further, while negotiations were ongoing, the Company committed to funding the operations of TCP through season three and season four, with a maximum commitment of $11.9 million. If the acquisition of TCP by the Company is not consummated, any amount of operational funding provided by the Company to TCP will be converted into TCP Class B Preferred Units at $1.50 per unit plus a warrant to purchase TCP Common Units at a nominal strike price for each two units of Class B preferred units of TCP received. The Company has provided $11.9 million to TCP to date.

The ~~amendments~~foregoing ~~add~~summary ~~new Permitted Transferee (as defined in~~ of the ~~Amended~~A&R ~~Charter)~~Merger ~~categories~~Agreements ~~for~~do ~~certain~~not ~~Delaware~~purport ~~noncharitable~~to ~~purpose~~be ~~trusts~~a ~~(“Qualifying~~complete ~~Purpose~~description ~~Trusts”)~~ and ~~certain~~are ~~irrevocable~~subject ~~trusts~~to ~~used~~and ~~for~~qualified ~~estate~~in ~~planning~~their ~~purposes~~entirety ~~(“Qualifying~~by ~~Estate~~reference to ~~Planning~~the ~~Trusts”),~~full ~~and~~text ~~modify~~of the ~~death~~A&R ~~and~~TTS ~~permanent~~Merger ~~incapacity~~Agreement ~~conversion~~and ~~provisions~~A&R ~~such~~TCP ~~that~~Merger ~~Class~~Agreement, Bwhich ~~Common Stock held by Qualifying Purpose Trusts or Qualifying Estate Planning Trusts~~ will ~~not~~ be ~~subject~~filed toas ~~automatic~~an ~~conversion,~~exhibit ~~subject~~ to ~~such~~the ~~trusts~~Company’s Quarterly ~~continuing~~Report ~~compliance~~on ~~with~~Form ~~the~~10-Q ~~requirements~~for ~~set~~the ~~forth~~quarter inending ~~the~~June ~~Amended~~30, ~~Charter~~2026.

The Amended Charter was approved by the Board of Directors of the Company on June 16, 2026, upon the recommendation of a special committee of the Board following its independent evaluation of the Amended Charter and determining that the Amended Charter is advisable and in the best interests of the Company and its stockholders. The Amended Charter was approved on June 17 by the majority of Class B stockholders as described in Item 5.07. The Amended Charter became effective immediately upon filing.

The foregoing description of the Amended Charter is qualified in its entirety by reference to the full text of the Amended Charter, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 17, 2026, there were 56,735,246 shares of Class B Common Stock outstanding. Stockholders holding an aggregate of 43,944,071 shares of Class B Common Stock, representing 77.45% of the outstanding Class B Common Stock, consented to the adoption of the Amended Charter.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

of Exhibit
Exhibit No.		Description of Exhibit
3.1		Third Amended and Restated Certificate of Incorporation of Angel Studios, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 29, 2026	By:	/s/ Scott Klossner
		Scott Klossner
		Chief Financial Officer


	ANGEL STUDIOS, INC.

Date: June 18, 2026	By:	/s/ Scott Klossner
		Scott Klossner
		Chief Financial Officer

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