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 (i) an Agreement and Plan of Merger (the "Original TTS Merger Agreement," and, such transactions contemplated thereby, the "TTS Merger"), by and among the Company, Angel Tuttle Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Angel Tuttle Merger Sub"), Tuttle Twins Show, LLC, a Utah limited liability company ("TTS"), and Daniel Harmon, as Unitholder Representative, and (ii) 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.

On June 29, 2026, the Company entered into Amended and Restated Agreements and Plans of Merger with respect to each of the Original TTS Merger Agreement (the "A&R TTS Merger Agreement") and Original TCP Merger Agreement (the "A&R TCP Merger Agreement," and together with the A&R TTS Merger Agreement, the "A&R Merger Agreements"), which amend and restate in their entirety the corresponding Original TTS Merger Agreement and Original TCP Merger Agreement as described below.

A&R TTS Merger Agreement

The key revisions to the A&R TTS Merger Agreement include, but are not limited to, (i) extending the Outside Date to October 31, 2026 (as defined in the A&R TTS Merger Agreement) and (ii) eliminating as a closing condition the requirement of a showrunner agreement for Daniel Harmon.

As previously disclosed, certain directors and officers of the Company or their family members are TTS Key Operators and signatories to the TTS Support Agreements, including the Company's officers Neal Harmon, Jeffrey Harmon, Jordan Harmon and Daniel Harmon and director Benton Crane. Daniel Harmon, brother of Neal, Jordan, and Jeffrey Harmon, along with the Company's CEO Neal Harmon, President Jordan Harmon, director Benton Crane, certain family members of the Company's directors and officers, and certain affiliated entities of the Company, including Harmon Brothers, LLC and VAS Portal, LLC, own units of TTS, and such individuals and entities will receive shares of Company Class A Common Stock, par value $0.0001 per share (the "Company Class A Common Stock") as consideration in the TTS Merger. As of June 23, 2026, Company related parties own 41.6% of the units of TTS.

Further, while negotiations were ongoing, the Company committed to funding the operations of TTS through the entirety of season four. If the acquisition of TTS by the Company is not consummated, any amount of operational funding provided by the Company to TTS since September 10, 2025 will be converted into preferred units of TTS at $1.16 per unit. The Company has provided $11.7 million to TTS to date.

A&R TCP Merger Agreement

The key revisions to the A&R TCP Merger Agreement include, but are not limited to, (i) extending the Outside Date to October 31, 2026, (ii) replacing as a closing condition the previously required execution of a confirmation of an intellectual property assignment agreement with a requirement that the parties enter into a new TCP A&R License Agreement, (iii) clarifying the consideration to be payable at closing of the TCP Merger, and (iv) revising the merger structure of the TCP Merger such that, following the TCP Merger, Angel TCP Merger Sub shall continue as the Surviving Company and the separate existence of TCP shall cease (each, as defined in the A&R TCP Merger Agreement).