| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 09/10/2025 |
3. Issuer Name and Ticker or Trading Symbol
Angel Studios, Inc. [ ANGX ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | (1) | 04/17/2035 | Class B Common Stock | 267,523 | $6.13 | D | |
| Performance Stock Units | (2) | 04/24/2035 | Class A Common Stock | 80,256 | $6.13 | D | |
| Explanation of Responses: |
| 1. Prior to the Issuer's business combination (the "Business Combination"), the stock options represented the right to purchase 50,000 shares of Angel Legacy, Inc's Class F Common Stock, par value $0.001 per share. Following the Issuer's business combination, the stock options converted into the right to purchase 267,523 shares of the Issuer's Class B Common Stock. Twenty-five percent (25%) of these options vested on April 14, 2026, with the remaining options vesting in equal monthly installments through April 14, 2029. |
| 2. Prior to the Business Combination, the performance stock units (PSUs) were granted under Angel Legacy, Inc's. 2023 Performance Equity Plan and represented the right to purchase 15,000 shares of Angel Legacy Inc.'s Class C Common Stock. Following the Business Combination, the PSUs converted into the right to purchase 80,256 shares of the Issuer's Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones. |
| Remarks: |
| Exhibit 24 - Power of Attorney. |
| /s/ Patrick J. Reilly, Attorney-in-Fact | 10/09/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||