Material Agreement (Form 8-K)

As previously disclosed, on November 14, 2025, Angel Studios, Inc., a Delaware corporation (the "Company" or "Angel Studios"), entered into an Agreement and Plan of Merger (the "Original TCP 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. The Original TCP Merger Agreement was amended and restated on June 29, 2026 (the "A&R TCP Merger Agreement"), as previously disclosed in the Company's Form 8-K filed on June 30, 2026.

On September 17, 2026, the Company entered into a Second Amended and Restated Agreement and Plan of Merger to the A&R TCP Merger Agreement (the "Second A&R TCP Merger Agreement"), which amended and restated in its entirety the A&R TCP Merger Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Second A&R TCP Merger Agreement.

The key revision to the A&R TCP Merger Agreement provided for in the Second A&R TCP Merger Agreement includes, but is not limited to, revising the allocation of the Company's Class A Common Stock, par value $0.0001 (the "Class A Common Stock"), to be issued as merger consideration among holders of Common Units (the "TCP Common Units"), Class A Preferred Units (the "TCP Class A Preferred Units") and Class B Preferred Units (the "TCP Class B Preferred Units" and, together with the TCP Class A Preferred Units, the "TCP Preferred Units") of TCP, such that, at the closing of the transactions contemplated by the Second A&R TCP Merger Agreement, all of the issued and outstanding equity units of TCP held by TCP equity holders will be cancelled and extinguished and converted automatically into the right to receive a portion of the Aggregate Stock Consideration as follows:

In addition, the Second A&R TCP Merger Agreement revises the methodology for calculating and allocating the Aggregate Stock Consideration. Under the A&R TCP Merger Agreement, the Aggregate Stock Consideration was defined as the quotient of the Merger Consideration divided by the Buyer Stock Price, minus the Incentive Shares, with each unitholder receiving their pro rata share based on their Adjusted Percentage Interest. Under the Second A&R TCP Merger Agreement, the definition of Aggregate Stock Consideration has been revised to equal the quotient of the Merger Consideration divided by the Buyer Stock Price, plus the Preferred Reallocation Shares (a newly-defined term equal to 439,127 shares of Buyer Common Stock), minus the Incentive Shares (reduced from 516,620 shares to 77,493 shares). The net effect of these changes is to reallocate a portion of the consideration that would otherwise be distributable to holders of TCP Common Units to the holders of TCP Preferred Units.