Angel Studios revises Toothy Cow merger terms to shift stock to preferred holders

Angel Studios, Inc. filed an 8-K on September 17, 2026, disclosing a Second Amended and Restated Agreement and Plan of Merger with Toothy Cow Productions, LLC. The revision alters how Class A Common Stock is allocated among different classes of Toothy Cow equity holders, effectively shifting a portion of the consideration from common unit holders to preferred unit holders.

The original merger agreement was signed on November 14, 2025, and was previously amended and restated on June 29, 2026. The new agreement supersedes the June version in its entirety. Under the revised terms, all issued and outstanding equity units of Toothy Cow held by its equity holders will be cancelled and converted into the right to receive a portion of the Aggregate Stock Consideration.

The calculation for this consideration has changed significantly. Previously, the Aggregate Stock Consideration was defined as the Merger Consideration divided by the Buyer Stock Price, minus Incentive Shares. Under the new agreement, the definition now equals the Merger Consideration divided by the Buyer Stock Price, plus Preferred Reallocation Shares, minus Incentive Shares. The filing defines Preferred Reallocation Shares as a new term equal to 439,127 shares of Angel Studios Class A Common Stock. Additionally, the number of Incentive Shares has been reduced from 516,620 to 77,493.

These mechanical changes result in a reallocation of value. The net effect is that a portion of the consideration that would have been distributed to holders of Toothy Cow Common Units is now directed to holders of Toothy Cow Preferred Units. Specifically, holders of Class A and Class B Preferred Units receive their base share based on Adjusted Percentage Interest, plus a portion of the Preferred Reallocation Shares and Incentive Shares based on their respective preferred percentage interests. Holders of Common Units receive their base share but do not participate in the Preferred Reallocation Shares or the specific allocation of Incentive Shares granted to preferred holders.

The filing also notes that certain affiliated entities of Angel Studios own units of Toothy Cow. As of September 17, 2026, company related parties owned 2.3% of Toothy Cow's units. These entities are expected to receive shares of Angel Studios Class A Common Stock as part of the merger consideration.

During the negotiation period, Angel Studios committed to funding Toothy Cow's operations through seasons three and four, with a maximum commitment of $11.9 million. The company has provided $12.6 million to Toothy Cow to date. If the acquisition is not completed, any operational funding provided by Angel Studios will be converted into Class B Preferred Units of Toothy Cow at $1.50 per unit, along with a warrant to purchase Common Units at a nominal strike price for every two units of Class B Preferred Units received.

The full text of the Second Amended and Restated Agreement and Plan of Merger is attached as Exhibit 2.1 to the filing.