Angel Studios, Inc. 8-K

What Happened Angel Studios, Inc. (ANGX) filed a Form 8-K on June 18, 2026 announcing that it has filed a Third Amended and Restated Certificate of Incorporation (the “Amended Charter”) in Delaware. The Amended Charter adds new Permitted Transferee categories — “Qualifying Purpose Trusts” (certain Delaware noncharitable purpose trusts) and “Qualifying Estate Planning Trusts” (certain irrevocable estate-planning trusts) — and changes the rules so Class B common stock held by those qualifying trusts will not be automatically converted into Class A common stock upon certain transfers or upon the death or permanent incapacity of a holder, provided the trusts continue to meet the Amended Charter’s requirements. The Board approved the Amended Charter on June 16, 2026 following a special committee review, and a majority of Class B stockholders approved it on June 17, 2026. The Amended Charter is filed as Exhibit 3.1.

Key Details

• Amendment filed: Third Amended and Restated Certificate of Incorporation (Amended Charter) — filed June 18, 2026 (Exhibit 3.1).
• Approvals: Board approval June 16, 2026 (special committee recommended); majority of Class B stockholders approved June 17, 2026.
• Scope: Adds “Qualifying Purpose Trusts” and “Qualifying Estate Planning Trusts” as Permitted Transferees; Class B shares held by these trusts are not subject to automatic conversion on certain transfers or on death/permanent incapacity, subject to compliance with charter conditions.
• Conversion rules unchanged for other transfers or holders not meeting the qualifying trust criteria.

Why It Matters This change affects ownership and control mechanics: it lets certain trust structures retain Class B status (and the attendant rights tied to Class B shares) instead of automatically converting to Class A on death, incapacity, or specified transfers. For investors, that means the population of Class B shares — which often carry different voting rights or conversion features — could remain intact in estate- or purpose-trust arrangements, potentially impacting voting power distribution and succession planning for holders of Class B stock. The amendment is procedural (charter change) and contains compliance conditions; it does not report financial results or other operational changes.