DEF 14A of Angel Studios, Inc.
Filed Apr 8, 2026 · FY20250001104659-26-040883
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our Nominating and Corporate Governance Committee considers the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors and other director qualifications. Our board of directors has established minimum qualifications for board of directors members, including high personal and professional ethics, integrity, values and character, commitment to representing the interests of the Company and its stockholders, experience and a successful track record at senior policy-making levels in business, government, technology, accounting, law and/or administration, the ability to devote sufficient time to the affairs of the Company and to enhance their knowledge of the Company’s business, operations and industry, and expertise or a breadth of knowledge about issues affecting the Company that are useful to the Company’s business and complementary to the background and experience of other Board members. If our Nominating and Corporate Governance Committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information or reliance on the knowledge of the members of the Nominating and Corporate Governance Committee, board of directors or management. After completing its review and evaluation of director candidates, our Nominating and Corporate Governance Committee recommends to our full board of directors the director nominees for selection. Our Nominating and Corporate Governance Committee has discretion to decide which individuals to recommend for nomination as directors and our board of directors has the final authority in determining the selection of director candidates for nomination to our board of directors.
Director Compensation
Director Compensation The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our board of directors, for the fiscal year ended December 31, 2025. See “Executive Compensation” for additional information regarding Mr. Harmon’s compensation.
Director Compensation
| | Fees Paid | | | | | | or Earned in | Stock | Option | Total | | | Cash | Awards | Awards | Compensation | | Name | ($) | ($)(5) | ($)(5) | ($)(6) | | Mina Nguyen(1) | — | 73,409 | — | 73,409 | | Paul Ahlstrom(2) | 106,250 | 73,409 | 588,305 | 767,964 | | Robert C. Gay | — | 73,409 | — | 73,409 | | Katie Liljenquist(3) | 106,250 | 73,409 | 588,305 | 767,964 | | Benton Crane(4) | — | 73,409 | — | 73,409 | | Steve Sarowitz | — | 73,409 | — | 73,409 |
Director Compensation
| (1) Ms. Nguyen is not standing for re-election at the annual meeting. |
Director Compensation
| (2) Mr. Ahlstrom is not standing for re-election at the annual meeting. |
Director Compensation
| (3) Ms. Liljenquist was appointed to our Board on October 22, 2025. |
Director Compensation
| (4) Mr. Crane was appointed to our Board on October 22, 2025. |
Director Compensation
| (5) The amounts reported reflect the fair value of these awards on the grant date as determined under the principles used to calculate the value of equity awards for purposes of the Company’s financial statements, which is computed in accordance with FASB ASC Topic 718. The fair value of an option award is estimated on the date of grant using a closed-form option valuation model (Black-Scholes). The fair value of a stock award is determined based on the market value of the stock award on the date of grant. Under SEC rules, the entire grant date value of these awards is reported as compensation for the Named Executive Officer for the fiscal year in which the award was granted. |
Director Compensation
| (6) The aggregate number of Stock Awards outstanding and held by each non-employee director as of December 31, 2025 was 10,593 RSUs convertible into Class A Common Stock. The aggregate number of Option Awards outstanding and held by each non-employee director as of December 31, 2025 were as follows: Ms. Nguyen – 294,275 options to purchase Class B Common Stock; Mr. Ahlstrom – 320,957 options to purchase Class B Common Stock; Mr. Gay – 0; Ms. Liljenquist – 243,964 options to purchase Class B Common Stock; Mr. Crane – 0; Mr. Sarowitz – 0; |
Narrative to Director Compensation Table
Narrative to Director Compensation Table
2025 Director Compensation Program
2025 Director Compensation Program Each non-employee director received the following compensation for service on our Board in 2025:
2025 Director Compensation Program
| ● | 10,593 Restricted Stock Units (“RSUs”). The RSUs were granted on October 23, 2025, with such RSUs vesting in substantially equal quarterly increments, over a one-year period beginning October 23, 2025. Upon each vesting date, each vested RSU shall automatically convert into one share of Class A Common Stock. |
2025 Director Compensation Program
Mr. Ahlstrom and Ms. Liljenquist received the following additional compensation for service on our Board in 2025 due to their service on our Board prior to the Business Combination, pursuant to compensation arrangements approved by our Board prior to the Business Combination:
2025 Director Compensation Program
| ● | an annual cash retainer of $106,250; and |
2025 Director Compensation Program
| ● | an initial option grant to purchase 197,720 of our Class B Common Stock, all fully vested as of December 31, 2025. The term of each option will be ten years. |
2026 Director Compensation Program
2026 Director Compensation Program On October 22, 2025, our Board approved a non-employee director compensation program (the “NECD Program”), with cash payments commencing on January 1, 2026, which is applicable to each member of our board of directors who is not also serving as an employee. Pursuant to this NECD Program, each non-employee director will receive the following compensation for service on our Board:
2026 Director Compensation Program
| ● | an annual cash retainer of $50,000 for eligible directors; and |
2026 Director Compensation Program
| ● | an additional cash retainer of $15,000 for service as chair of the Audit Committee. |
2026 Director Compensation Program
In connection with the NECD Program, each non-employee director received 10,593 RSUs on October 23, 2025, with such RSUs vesting one-fourth at the close of business on January 23, 2026, one-fourth vesting on April 23, 2026, one-fourth vesting on July 23, 2026, and one-fourth vesting on October 23, 2026 subject to the provisions of the Company’s 2025 Long-Term Incentive Plan (the “2025 Plan”) and the restricted stock unit agreements applicable to such grants. We will also reimburse each non-employee director for ordinary, necessary, and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
PROPOSAL NO. 1: ELECTION OF DIRECTORS Our board of directors currently consists of seven directors. At the annual meeting, five directors will be elected for a one-year term and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal. Following the annual meeting, our board of directors will consist of five directors.
Summary Compensation Table
Summary Compensation Table The table below summarizes the total compensation paid or earned by the Company’s named executive officers in the Company’s fiscal years ended December 31, 2025 and 2024.
Summary Compensation Table
| | | | Stock | Option | Total | | | | Salary | Awards | Awards | Compensation | | Name & Principal Position | Year | ($)(1) | ($)(2) | ($)(2) | ($) | | Neal Harmon | 2025 | 396,635 | 1,652,250 | 190,369 | 2,239,254 | | Chief Executive Officer | 2024 | 304,128 | — | 776,830 | 1,080,958 | | Jordan Harmon | 2025 | 291,798 | 1,241,315 | 4,945,497 | 6,478,610 | | President | 2024 | 268,750 | — | 1,270,044 | 1,538,794 | | Jeffrey Harmon | 2025 | 396,125 | 1,698,120 | 202,795 | 2,297,040 | | Chief Content Officer | 2024 | 257,804 | — | 601,917 | 859,721 |
Summary Compensation Table
| (1) Salary amounts represent actual amounts earned during fiscal years 2025 and 2024. See “Principal Elements of Compensation—Base Salaries” below. |
Summary Compensation Table
| (2) The amounts reported reflect the fair value of these awards on the grant date as determined under the principles used to calculate the value of equity awards for purposes of the Company’s financial statements, which is computed in accordance with FASB ASC Topic 718. The fair value of an option award is estimated on the date of grant using a closed-form option valuation model (Black-Scholes). The fair value of a stock award is determined based on the market value of the stock award on the date of grant. Under SEC rules, the entire grant date value of these awards is reported as compensation for the Named Executive Officer for the fiscal year in which the award was granted. |
Summary Compensation Table
Principal Elements of Compensation The compensation of the Company’s executive officers is comprised of (i) base salary and (ii) long-term equity incentives, consisting of stock options, restricted stock units, and performance stock units, granted under the Company’s 2025 Plan, and any other equity plan that may be approved by the Board from time to time. These principal elements of compensation are described below. Base Salaries Base salary is provided as a fixed source of compensation for the Company’s executive officers. Adjustments to base salaries will be reviewed annually and as warranted throughout the year to reflect promotions or other changes in the scope of breadth of an executive officer’s role or responsibilities, as well as to maintain market competitiveness. The actual salaries earned by each named executive officer for fiscal year 2025 and 2024 are set forth in the “Summary Compensation Table” above in the column titled “Salary.” Long-Term Equity Incentives The 2025 Plan provides continual motivation for our officers, employees, consultants and directors to achieve our business and financial objectives and align their interests with the long-term interests of our shareholders. The purpose of our 2025 Plan, which consists of grants of stock options, restricted stock units, and performance stock units, is to promote greater alignment of interests between employees and shareholders, and to support the achievement of our longer-term performance objectives, while providing a long term retention element. The material terms of the equity awards granted to our named executive officers prior to December 31, 2025 are set forth in the section titled “Outstanding Equity Awards at Fiscal Year-End.” Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information with respect to outstanding equity awards held by the Company’s named executive officers identified in the Summary Compensation Table as of December 31, 2025:
Summary Compensation Table
| | | Option Awards | | | | | Stock Awards | | | | | | | | | Equity | | | | | Equity Incentive Plan Awards: | | | | | | | Incentive Plan | | | | | | Market or | | | | | | Awards: | | | | | Number of | Payout Value | | | | Number of | Number of | Number of | | | | Market | Unearned | of Unearned | | | | Securities | Securities | Securities | | | Number of | Value of | Shares, Units | Shares, Units | | | | Underlying | Underlying | Underlying | | | Shares or Units | Shares or Units | or Other | or Other | | | | Unexercised | Unexercised | Unexercised | Option | Option | of Stock | of Stock | Rights That | Rights That | | | | Options (#) | Options (#) | Unearned | Exercise | Expiration | That Have | That Have | Have Not | Have Not | | | Grant Date | Exercisable | Unexercisable | Options (#) | Price | Date | Not Vested (#) | Not Vested ($) | Vested (#) | Vested ($) | | Neal Harmon | 6/6/2018(1) | 190,235 | — | — | 0.06 | 6/6/2028 | — | — | — | — | | | 6/17/2019(2) | 13,911 | — | — | 0.06 | 6/17/2029 | — | — | — | — | | | 3/24/2020(3) | 18,726 | — | — | 0.06 | 10/25/2027 | — | — | — | — | | | 3/16/2021(4) | 70,401 | — | — | 0.64 | 3/16/2031 | — | — | — | — | | | 11/2/2021(5) | 37,453 | — | — | 1.67 | 11/2/2031 | — | — | — | — | | | 10/20/2023(6) | — | — | 136,158 | 2.66 | 10/20/2033 | — | — | — | — | | | 7/22/2024(7) | — | — | 24,157 | 2.66 | 7/22/2034 | — | — | — | — | | | 9/10/2024(8) | — | — | 253,729 | 5.66 | 9/10/2034 | — | — | — | — | | | 4/24/2025(9) | — | — | 41,300 | 6.13 | 4/24/2035 | — | — | — | — | | | 7/17/2025(10) | — | — | 14,087 | 7.29 | 7/17/2035 | — | — | — | — | | | 12/10/2025(11) | — | — | — | — | — | 245,916 | 1,148,428 | — | — | | | 12/10/2025(12) | — | — | — | — | — | — | — | 129,176 | 603,252 | | Jordan Harmon | 8/3/2021(13) | 535,046 | — | — | 1.62 | 8/3/2031 | — | — | — | — | | | 4/20/2023(14) | 192,180 | 96,102 | — | 2.66 | 4/20/2033 | — | — | — | — | | | 4/20/2023(15) | — | — | 1,070,092 | 2.66 | 4/20/2033 | — | — | — | — | | | 10/20/2023(16) | — | — | 122,653 | 2.66 | 10/20/2033 | — | — | — | — | | | 7/22/2024(17) | — | — | 28,212 | 2.66 | 7/22/2034 | — | — | — | — | | | 9/10/2024(18) | — | — | 417,967 | 5.66 | 9/10/2034 | — | — | — | — | | | 4/24/2025(19) | — | — | 48,025 | 6.13 | 4/24/2035 | — | — | — | — | | | 4/24/2025(20) | 1,605,138 | — | — | 6.13 | 4/24/2035 | — | — | — | — | | | 7/17/2025(21) | — | — | 18,603 | 7.29 | 7/17/2035 | — | — | — | — | | | 11/18/2025(22) | — | — | — | — | — | 169,142 | 789,893 | — | — | | | 11/18/2025(23) | — | — | — | — | — | — | — | 70,695 | 330,146 | | Jeffrey Harmon | 6/6/2018(24) | 221,942 | — | — | 0.06 | 6/6/2028 | — | — | — | — | | | 3/24/2020(25) | 18,726 | — | — | 0.06 | 10/24/2027 | — | — | — | — | | | 3/16/2021(26) | 70,401 | — | — | 0.64 | 3/16/2031 | — | — | — | — | | | 11/2/2021(27) | 37,453 | — | — | 1.67 | 11/2/2031 | — | — | — | — | | | 10/20/2023(28) | — | — | 136,698 | 2.66 | 10/20/2033 | — | — | — | — | | | 7/22/2024(29) | — | — | 32,429 | 2.66 | 7/22/2034 | — | — | — | — | | | 9/10/2024(30) | — | — | 192,782 | 5.66 | 9/10/2034 | — | — | — | — | | | 4/24/2025(31) | — | — | 40,695 | 6.13 | 4/24/2035 | — | — | — | — | | | 7/17/2025(32) | — | — | 18,036 | 7.29 | 7/17/2035 | — | — | — | — | | | 11/18/2025(33) | — | — | — | — | — | 245,916 | 1,148,428 | — | — | | | 11/18/2025(34) | — | — | — | — | — | — | — | 70,695 | 330,146 |
Summary Compensation Table
| (1) Prior to the Business Combination, the fully-vested stock options represented the right to purchase 35,555 shares of Angel Legacy Class F Common Stock, par value $0.001 per share (“Angel Legacy Class F Common Stock”). Following the Issuer’s Business Combination, the fully-vested stock options converted into the right to purchase 190,235 shares of the Issuer’s Class B Common Stock. |
Summary Compensation Table
| (2) Prior to the Business Combination, the fully-vested stock options represented the right to purchase 2,600 shares of Angel Legacy Class F Common Stock. Following the Issuer’s Business Combination, the fully-vested stock options converted into the right to purchase 13,911 shares of the Issuer’s Class B Common Stock. |
Summary Compensation Table
| (3) Prior to the Issuer’s Business Combination, the fully-vested stock options represented the right to purchase 3,500 shares of Angel Legacy Class F Common Stock. Following the Issuer’s Business Combination, the fully-vested stock options converted into the right to purchase 18,726 shares of the Issuer’s Class B Common Stock. |
Summary Compensation Table
| (4) Prior to the Business Combination, the fully-vested stock options represented the right to purchase 13,158 shares of Angel Legacy Class F Common Stock. Following the Issuer’s Business Combination, the fully-vested stock options converted into the right to purchase 70,401 shares of the Issuer’s Class B Common Stock. |
Summary Compensation Table
| (5) Prior to the Business Combination, the stock options represented the right to purchase 7,000 shares of Angel Legacy Class F Common Stock. Following the Issuer’s Business Combination, the stock options converted into the right to purchase 37,453 shares of the Issuer’s Class B Common Stock. Twenty-five percent (25%) of these options vested on November 2, 2022, with the remaining options vesting in equal monthly installments through November 2, 2025. |
Summary Compensation Table
| (6) Prior to the Business Combination, the performance stock options (“PSOs”) were granted under Angel Legacy 2023 Performance Equity Plan and represented the right to purchase 25,448 shares of Angel Legacy Class C Common Stock, par value $0.001 per share (“Angel Legacy Class C Common Stock”). Following the Business Combination, the PSOs converted into the right to purchase 136,158 shares of the Issuer’s Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones. |
Summary Compensation Table
| (7) Prior to the Business Combination, the PSOs were granted under Angel Legacy 2023 Performance Equity Plan and represented the right to purchase 4,515 shares of Angel Legacy Inc.’s Class C Common Stock. Following the Business Combination, the PSOs converted into the right to purchase 24,157 shares of the Issuer’s Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones. |
Summary Compensation Table
| (8) Prior to the Business Combination, the PSOs were granted under Angel Legacy 2023 Performance Equity Plan and represented the right to purchase 47,422 shares of Angel Legacy Inc.’s Class C Common Stock. Following the Business Combination, the PSOs converted into the right to purchase 253,729 shares of the Issuer’s Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones. |
Summary Compensation Table
| (9) Prior to the Business Combination, the PSOs were granted under Angel Legacy 2023 Performance Equity Plan and represented the right to purchase 7,719 shares of Angel Legacy Inc.’s Class C Common Stock. Following the Business Combination, the PSOs converted into the right to purchase 41,300 shares of the Issuer’s Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones. |
Summary Compensation Table
| (10) Prior to the Business Combination, the PSOs were granted under Angel Legacy 2023 Performance Equity Plan and represented the right to purchase 2,633 shares of Angel Legacy Inc.’s Class C Common Stock. Following the Business Combination, the PSOs converted into the right to purchase 14,087 shares of the Issuer’s Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones. |
Summary Compensation Table
| (11) Restricted Stock Units (“RSUs”) are awarded under the Issuer’s 2025 Long-Term Incentive Plan. The RSUs were effective on December 10, 2025, with such RSUs vesting one-third at the close of business on December 10, 2026, and the remaining two-thirds vesting in eight quarterly installments on the following dates: February 18, 2027, May 18, 2027, August 18, 2027, November 18, 2027, February 18, 2028, May 18, 2028, August 18, 2028, and November 18, 2028. |
Summary Compensation Table
| (12) Performance Stock Units (“PSUs”) are awarded under the Issuer’s 2025 Long-Term Incentive Plan. These awards are considered “Full Value Awards” for purposes of the Company’s 2025 Long-Term Incentive Plan. The PSUs were effective on December 10, 2025 and will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones. |
Summary Compensation Table
| (13) Prior to the Issuer’s Business Combination, the fully-vested stock options represented the right to purchase 100,000 shares of Angel Legacy Class F Common Stock. Following the Issuer’s Business Combination, the fully-vested stock options converted into the right to purchase 535,046 shares of the Issuer’s Class B Common Stock. |
Summary Compensation Table
| (14) Prior to the Business Combination, the fully-vested stock options represented the right to purchase 53,880 shares of Angel Legacy Class F Common Stock. Following the Issuer’s Business Combination, the fully-vested stock options converted into the right to purchase 288,282 shares of the Issuer’s Class B Common Stock. Twenty-five percent (25%) of these options vested on April 20, 2024, with the remaining options vesting in equal monthly installments through April 20, 2027. |
Summary Compensation Table
| (15) Prior to the Business Combination, the PSOs represented the right to purchase 200,000 shares of Angel Legacy Class F Common Stock. Following the Issuer’s Business Combination, the PSOs converted into the right to purchase 1,070,092 shares of the Issuer’s Class B Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones. |
Summary Compensation Table
| (16) Prior to the Business Combination, the PSOs were granted under Angel Legacy 2023 Performance Equity Plan and represented the right to purchase 22,924 shares of Angel Legacy Inc.’s Class C Common Stock. Following the Business Combination, the PSOs converted into the right to purchase 122,653 shares of the Issuer’s Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones. |
Summary Compensation Table
| (17) Prior to the Business Combination, the PSOs were granted under Angel Legacy 2023 Performance Equity Plan and represented the right to purchase 5,273 shares of Angel Legacy Class C Common Stock. Following the Business Combination, the PSOs converted into the right to purchase 28,212 shares of the Issuer’s Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones. |
Summary Compensation Table
| (18) Prior to the Business Combination, the PSOs were granted under Angel Legacy 2023 Performance Equity Plan and represented the right to purchase 78,118 shares of Angel Legacy Class C Common Stock. Following the Business Combination, the PSOs converted into the right to purchase 417,967 shares of the Issuer’s Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones. |
Summary Compensation Table
| (19) Prior to the Business Combination, the PSOs were granted under Angel Legacy 2023 Performance Equity Plan and represented the right to purchase 8,976 shares of Angel Legacy Class C Common Stock. Following the Business Combination, the PSOs converted into the right to purchase 48,025 shares of the Issuer’s Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones. |
Summary Compensation Table
| (20) Prior to the Business Combination, the PSOs represented the right to purchase 300,000 shares of Angel Legacy Class F Common Stock. Following the Issuer’s Business Combination, the PSOs converted into the right to purchase 1,605,138 shares of the Issuer’s Class B Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones. |
Summary Compensation Table
| (21) Prior to the Business Combination, the PSOs were granted under Angel Legacy 2023 Performance Equity Plan and represented the right to purchase 3,477 shares of Angel Legacy Class C Common Stock. Following the Business Combination, the PSOs converted into the right to purchase 18,603 shares of the Issuer’s Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones.. |
Summary Compensation Table
| (22) RSUs are awarded under the Issuer’s 2025 Long-Term Incentive Plan. The RSUs were effective on November 18, 2025, with such RSUs vesting one-third at the close of business on November 18, 2026, and the remaining two-thirds vesting in eight quarterly installments following such anniversary with settlement of such RSUs occurring on the second trading day following the Company’s public release of quarterly earnings during the applicable quarter. |
Summary Compensation Table
| (23) PSUs are awarded under the Issuer’s 2025 Long-Term Incentive Plan. These awards are considered “Full Value Awards” for purposes of the Company’s 2025 Long-Term Incentive Plan. The PSUs were effective on November 18, 2025 and will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones. |
Summary Compensation Table
| (24) Prior to the Issuer’s Business Combination, the fully-vested stock options represented the right to purchase 41,481 shares of Angel Legacy Class F Common Stock. Following the Issuer’s Business Combination, the fully-vested stock options converted into the right to purchase 221,942 shares of the Issuer’s Class B Common Stock. |
Summary Compensation Table
| (25) Prior to the Business Combination, the fully-vested stock options represented the right to purchase 3,500 shares of Angel Legacy Class F Common Stock. Following the Issuer’s Business Combination, the fully-vested stock options converted into the right to purchase 18,726 shares of the Issuer’s Class B Common Stock. These are held by an immediate family member of Mr. Harmon sharing the same household. Mr. Harmon is thus deemed to hold an indirect pecuniary interest in these stock options exercisable for shares of Class B Common Stock. |
Summary Compensation Table
| (26) Prior to the Business Combination, the fully-vested stock options represented the right to purchase 13,158 shares of Angel Legacy Class F Common Stock. Following the Issuer’s Business Combination, the fully-vested stock options converted into the right to purchase 70,401 shares of the Issuer’s Class B Common Stock. |
Summary Compensation Table
| (27) Prior to the Business Combination, the stock options represented the right to purchase 7,000 shares of Angel Legacy Class F Common Stock. Following the Issuer’s Business Combination, the stock options converted into the right to purchase 37,453 shares of the Issuer’s Class B Common Stock. Twenty-five percent (25%) of these options vested on November 2, 2022, with the remaining options vesting in equal monthly installments through November 2, 2025. |
Summary Compensation Table
| (28) Prior to the Business Combination, the PSOs were granted under Angel Legacy 2023 Performance Equity Plan and represented the right to purchase 25,549 shares of Angel Legacy Class C Common Stock. Following the Business Combination, the PSOs converted into the right to purchase 136,698 shares of the Issuer’s Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones. |
Summary Compensation Table
| (29) Prior to the Business Combination, the PSOs were granted under Angel Legacy 2023 Performance Equity Plan and represented the right to purchase 6,061 shares of Angel Legacy Class C Common Stock. Following the Business Combination, the PSOs converted into the right to purchase 32,429 shares of the Issuer’s Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones. |
Summary Compensation Table
| (30) Prior to the Business Combination, the PSOs were granted under Angel Legacy 2023 Performance Equity Plan and represented the right to purchase 36,031 shares of Angel Legacy Class C Common Stock. Following the Business Combination, the PSOs converted into the right to purchase 192,782 shares of the Issuer’s Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones. |
Summary Compensation Table
| (31) Prior to the Business Combination, the PSOs were granted under Angel Legacy 2023 Performance Equity Plan and represented the right to purchase 7,606 shares of Angel Legacy Class C Common Stock. Following the Business Combination, the PSOs converted into the right to purchase 40,695 shares of the Issuer’s Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones. |
Summary Compensation Table
| (32) Prior to the Business Combination, the PSOs were granted under Angel Legacy 2023 Performance Equity Plan and represented the right to purchase 3,371 shares of Angel Legacy Class C Common Stock. Following the Business Combination, the PSOs converted into the right to purchase 18,036 shares of the Issuer’s Class A Common Stock. These options will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones. |
Summary Compensation Table
| (33) RSUs are awarded under the Issuer’s 2025 Long-Term Incentive Plan. The RSUs were effective on November 18, 2025, with such RSUs vesting one-third at the close of business on November 18, 2026, and the remaining two-thirds vesting in eight quarterly installments following such anniversary with settlement of such RSUs occurring on the second trading day following the Company’s public release of quarterly earnings during the applicable quarter. |
Summary Compensation Table
| (34) PSUs are awarded under the Issuer’s 2025 Long-Term Incentive Plan. These awards are considered “Full Value Awards” for purposes of the Company’s 2025 Long-Term Incentive Plan. The PSUs were effective on November 18, 2025 and will vest in 10 tranches, equally divided, with each tranche becoming vested based on a series of increasing stock price milestones. |