SCHEDULE: Angel Studios CEO Adjusts Share Holdings

Angel Studios CEO Neal Harmon has amended his Schedule 13D filing to reflect significant transfers of Class B Common Stock to trusts, impacting beneficial ownership and voting power.

Summary

• Neal Harmon, CEO of Angel Studios, Inc., has filed an amendment to his Schedule 13D regarding his beneficial ownership of Class A and Class B Common Stock.
• The filing details the transfer of 5,073,000 shares of Class B Common Stock to The Angel Mission Trust, an irrevocable noncharitable purpose trust, on June 29, 2026.
• Additionally, 3,277,536 shares of Class B Common Stock were transferred to irrevocable estate planning trusts for the benefit of immediate family members on the same date.
• These transfers were made via bona fide gifts with no consideration received by Mr. Harmon.
• The purpose of transferring shares to The Angel Mission Trust is to permanently preserve the voting power associated with the Class B Common Stock within the trust structure.
• The Amended Charter, approved on June 17, 2026, allows Class B Common Stock transferred to certain trusts to avoid automatic conversion, provided the trusts comply with specified requirements.
• As of August 5, 2026, Mr. Harmon directly owns 26,495 shares of Class A Common Stock and 13,682,597 shares of Class B Common Stock, plus exercisable stock options for 330,276 shares.
• He also shares beneficial ownership of 27,849 Class A shares held by a household family member and 3,277,536 Class B shares held in estate planning trusts.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, reflecting ongoing strategic adjustments in beneficial ownership and corporate structure rather than immediate financial performance.

Positives

• The restructuring aims to preserve voting power associated with Class B Common Stock through the establishment of trusts.
• The Amended Charter facilitates the transfer of Class B shares to specific trusts without automatic conversion, supporting long-term strategic objectives.
• Mr. Harmon continues to hold a significant beneficial ownership stake (11.8%) in the company, indicating ongoing commitment.
• The CEO remains actively involved in management and on the board of directors.

Negatives

• Significant portions of Class B Common Stock have been transferred out of direct personal control into trusts, potentially reducing immediate dispositive power.
• Transfers to estate planning trusts are subject to prior written approval from the Issuer's Board of Directors for disposition or conversion.

Risks

• The disposition or conversion of Class B Common Stock held by estate planning trusts requires prior written approval from the Issuer's Board of Directors.
• Future purchases or disposals of securities by Mr. Harmon are dependent on factors he deems material.
• The company's reliance on equity incentive and compensation plans for potential future securities issuance carries inherent risks related to dilution and compensation structure.

Future Outlook

The Reporting Person may purchase additional Issuer securities or dispose of all or a portion of his holdings. He may also receive additional securities through equity incentive and compensation plans. Sell-to-cover transactions may occur to satisfy tax withholding obligations.

Management Comments

• The Reporting Person owns the Common Stock for investment purposes and to incentivize him in connection with his employment with the Issuer.
• In his capacity as Chief Executive Officer and member of the board of directors of the Issuer, the Reporting Person intends to continue taking an active role in the Issuer's management.
• The purpose of the transfer [of Class B Common Stock to The Angel Mission Trust] is to preserve the voting power associated with the Class B Common Stock within the trust structure on a permanent basis.

Industry Context

StockSavvy.ai notes that this filing pertains to a Schedule 13D amendment, which is typically filed by significant beneficial owners of a company's stock when their intentions or holdings change. The focus on Class B stock and its voting power, along with transfers to trusts, suggests a strategic move by the CEO to manage control and long-term governance, a common consideration for founders or key executives in growth-stage companies.

Corporate Governance

Related Party Transactions

• Transfer of 5,073,000 shares of Class B Common Stock via bona fide gift to The Angel Mission Trust (irrevocable noncharitable purpose trust).
• Transfer of 3,277,536 shares of Class B Common Stock via bona fide gift to irrevocable trusts for estate planning purposes for immediate family members.
• Shared beneficial ownership of 27,849 shares of Class A Common Stock held by an immediate family member sharing the same household.
• Shared beneficial ownership of 3,277,536 shares of Class B Common Stock held in irrevocable estate planning trusts for the benefit of immediate family members.

Stakeholder Impact

• Shareholders: The preservation of voting power through trusts may influence future corporate control dynamics and decision-making.
• Management: The CEO's continued active role and strategic shareholding structure reinforce his leadership position.
• Trust Beneficiaries (indirect): While the noncharitable purpose trust has no named beneficiaries, estate planning trusts are for the benefit of immediate family members, impacting their future financial arrangements.

Next Steps

• Mr. Harmon may purchase additional Issuer securities.
• Mr. Harmon may dispose of all or a portion of his Issuer securities.
• Mr. Harmon may receive additional securities of the Issuer in connection with equity incentive and compensation plans.
• Mr. Harmon may engage in sell-to-cover transactions to satisfy tax withholding obligations.
• Disposition or conversion of Class B Common Stock held by estate planning trusts is subject to prior written approval of the Issuer's Board of Directors.

Key Dates

Keywords

Schedule 13D, Beneficial Ownership, Class B Common Stock, Class A Common Stock, Trusts, Voting Power, Estate Planning, CEO