Angel Studios Amends Merger Agreement with Toothy Cow Productions

Angel Studios, Inc. has entered into a Second Amended and Restated Agreement and Plan of Merger with Toothy Cow Productions, LLC (TCP) and Shining Isle Productions, LLC. This agreement, dated September 17, 2026, amends and restates a prior merger agreement originally executed on November 14, 2025, and subsequently amended on June 29, 2026.

The primary revision to the agreement involves the allocation of the Company’s Class A Common Stock as merger consideration. The new structure cancels all outstanding equity units of TCP and converts them into the right to receive a portion of the Aggregate Stock Consideration. This allocation is divided among holders of TCP Common Units, TCP Class A Preferred Units, and TCP Class B Preferred Units. The revised methodology for calculating the Aggregate Stock Consideration includes the addition of Preferred Reallocation Shares and a reduction in the number of Incentive Shares.

Specifically, the definition of Aggregate Stock Consideration has been updated to equal the quotient of the Merger Consideration divided by the Buyer Stock Price, plus Preferred Reallocation Shares, minus Incentive Shares. The Preferred Reallocation Shares are defined as 439,127 shares of Buyer Common Stock. Additionally, the number of Incentive Shares has been reduced from 516,620 to 77,493 shares. The net effect of these changes is to reallocate a portion of the consideration that would otherwise be distributed to holders of TCP Common Units to holders of TCP Preferred Units.

Angel Studios has provided $12.6 million to TCP to date. As of September 17, 2026, Company related parties owned 2.3% of the units of TCP. Furthermore, the Company committed to funding the operations of TCP through season three and season four, with a maximum commitment of $11.9 million. If the acquisition of TCP is not consummated, any operational funding provided by Angel Studios will be converted into Class B Preferred Units of TCP at $1.50 per unit, plus a warrant to purchase Common Units of TCP at a nominal strike price for every two Class B Preferred Units received.