| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
FreeCast, Inc. [ CAST ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 04/17/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 04/17/2026 | S | 506,250 | D | (1) | 10,113,000 | I | By Nextelligence, Inc.(2) | ||
| Class A Common Stock | 04/20/2026 | C | 484,354(5) | A | (5) | 10,597,354 | I | By Nextelligence, Inc.(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Promissory Note | (5) | 04/20/2026 | C | $1,714,052 | 11/21/2025 | 06/30/2026 | Class A common stock | 484,354 | (7) | $3,562,012 | I | By Nextelligence, Inc.(2) | |||
| Renewal Revolving Convertible Promissory Note(3) | (8) | 04/20/2026 | J(3) | $3,562,012(5) | 04/20/2026(6) | 06/30/2027(6) | Class A common stock | 1,149,037(5) | (3)(4) | $3,562,012(5) | I | By Nextelligence, Inc.(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Sold 87,500 shares at $4/share; 200,000 shares at $6/share; and 218,750 shares at $8/share. |
| 2. William A. Mobley, Jr. is an officer, sole director, majority shareholder and holds voting and dispositive control of Nextelligence, Inc. |
| 3. On April 20, 2026, FreeCast and Nextelligence entered into a note that renewed and modified that certain Revolving Convertible Promissory Note between FreeCast and Nextelligence dated November 21, 2025 in the principal amount of up to $5,000,000 (the "Former Note") by extending the maturity date and changing the payment terms with regards to the conversion price of the Former Note only. By renewing the Former Note, the note superseded in its entirety, and was substituted for and in lieu of, the Former Note, and the Former Note was cancelled. |
| 4. Outstanding principal and interest is convertible into shares of FreeCast Class A common stock, par value $0.0001 per share, at a conversion price equal to the closing price of a share on the Nasdaq Global Market on the most recent trading day prior to the date Nextelligence delivers written notice to FreeCast of its election to convert some or all of the outstanding debt. |
| 5. In connection with Nextelligence and FreeCast entering into the renewal note, Nextelligence delivered written notice to FreeCast on April 20, 2026, of its election to convert: (i) $1,600,000 in outstanding principal into 455,841 shares, based on a conversion price of $3.51; and (ii) $114,052 into 28,513 shares based on a conversion price of $4. As of April 21, 2026, after the above conversions, the aggregate outstanding principal balance plus accrued interest under the note is $3,562,012, which is convertible into 1,149,037 shares based on a conversion price of $3.10. |
| 6. The Renewal Revolving Convertible Promissory Note was entered into on April 20, 2026, and it matures on June 30, 2027. The conversion feature is available any time during that period. |
| 7. See column 2 as this transaction is a conversion. |
| 8. See column 8. |
| Wiliam A. Mobley, Jr. | 04/21/2026 | |
| William A. Mobley, Jr., CEO, on behalf of Nextelligence, Inc. | 04/21/2026 | |
| ** 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 4 (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. | ||
| * Form 4: SEC 1474 (03-26) | ||