SEC Form 5 · accession 0001213900-26-090411

FreeCast, Inc. · CAST

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

William A Mobley Jr.

Officer — Chief Executive Officer · Director · 10% Owner

Nextelligence, Inc.

10% Owner

Period of report

Jun 30, 2026

Accepted (ET)

Aug 14, 2026 · 9:42 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001633369

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Class A common stock^F1	Apr 20, 2026	S	200,000	$0.50	D	8,772,280	D
Class A common stock^F1	Apr 21, 2026	S	150,000	$5.33	D	8,772,280	D
Class A common stock^F1	Apr 22, 2026	S	125,000	$2.00	D	8,772,280	D
Class A common stock^F1	Apr 22, 2026	S	150,000	$0.50	D	8,772,280	D
Class A common stock^F1	Apr 23, 2026	S	200,000	$0.50	D	8,772,280	D
Class A common stock^F1	May 8, 2026	S	1,333,333	$1.30	D	8,772,280	D
Class A common stock^F1	May 27, 2026	S	100,000	$1.00	D	8,772,280	D
Class A common stock^F1	Jun 15, 2026	S	689,322	$2.81	D	8,772,280	D
Class A common stock^F1	Jun 23, 2026	S	200,000	$1.30	D	8,772,280	D
Class A common stock^F2,F1	Jun 15, 2026	C	1,322,581	—	A	8,772,280	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Convertible Promissory Note^{F3,F4,F5,F1,F2}	—	Jun 15, 2026	C	—	D	Apr 20, 2026	Jun 30, 2027	Class A common stock	1,322,581	—	D

Explanation of responses

F1This is a joint filing of Nextelligence, Inc. (direct ownership) and William A. Mobley, Jr. (indirect ownership). Mr. Mobley is an officer, sole director, majority shareholder and holds voting and dispositive control of Nextelligence, Inc. Mr. Mobley did not receive any proceeds, directly or indirectly, from any of the reported transactions.
F2FreeCast borrowed an additional approximately $1,330,000 under the Renewal Note after April 20, 2026, which it is permitted to do from time to time at its discretion up to an aggregate total of $5,000,000. The conversion feature is available any time prior to the maturity date, which Nextelligence used on June 15, 2026, in order to allow FreeCast to borrow additional funds without going over the maximum amount allowed under the Renewal Note. On June 15, 2026, Nextelligence converted $2,050,000 in outstanding principal into 1,322,581 shares, based on a conversion price of $1.55. After the conversion, the aggregate outstanding principal balance plus accrued interest under the note was $2,918,403.
F3FreeCast and Nextelligence entered into a Renewal Revolving Convertible Promissory Note on April 20, 2026 (the "Renewal Note"), that renewed and modified that certain Revolving Convertible Promissory Note between the parties dated November 21, 2025, in the principal amount of up to $5,000,000 (the "Former Note") by extending the maturity date to June 30, 2027, and changing the conversion price from a fixed price to a variable price based on the closing price of a share of Class A common stock on the Nasdaq Global Market on the most recent trading day prior to delivering notice of conversion. By renewing the Former Note, the Renewal Note superseded in its entirety, and was substituted for and in lieu of, the Former Note, and the Former Note was cancelled.
F4See column 2 as this transaction is a conversion.
F5The aggregate outstanding principal balance plus accrued interest under the Renewal Revolving Convertible Promissory Note.