SEC FORM 5

SEC FORM 5SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nextelligence, Inc.

(Last)

(First)

(Middle)

6901 TPC DRIVE, SUITE 200

(Street)

ORLANDO

FLORIDA

32822

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
FreeCast, Inc. [ CAST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	04/20/2026		S4	200,000	D	$0.5	8,772,280	D⁽¹⁾
Class A common stock	04/21/2026		S4	150,000	D	$5.33	8,772,280	D⁽¹⁾
Class A common stock	04/22/2026		S4	125,000	D	$2	8,772,280	D⁽¹⁾
Class A common stock	04/22/2026		S4	150,000	D	$0.5	8,772,280	D⁽¹⁾
Class A common stock	04/23/2026		S4	200,000	D	$0.5	8,772,280	D⁽¹⁾
Class A common stock	05/08/2026		S4	1,333,333	D	$1.3	8,772,280	D⁽¹⁾
Class A common stock	05/27/2026		S4	100,000	D	$1	8,772,280	D⁽¹⁾
Class A common stock	06/15/2026		S4	689,322	D	$2.81	8,772,280	D⁽¹⁾
Class A common stock	06/23/2026		S4	200,000	D	$1.3	8,772,280	D⁽¹⁾
Class A common stock	06/15/2026		C4⁽²⁾	1,322,581⁽²⁾	A	⁽²⁾	8,772,280	D⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Promissory Note⁽³⁾	⁽²⁾	06/15/2026		4C		$2,050,000	04/20/2026	06/30/2027	Class A common stock	1,322,581	⁽⁴⁾	$3,935,562⁽⁵⁾	D⁽¹⁾

1. Name and Address of Reporting Person^*

Nextelligence, Inc.

(Last)

(First)

(Middle)

6901 TPC DRIVE, SUITE 200

(Street)

ORLANDO

FLORIDA

32822

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MOBLEY WILLIAM A JR

(Last)

(First)

(Middle)

6901 TPC DRIVE, SUITE 100

(Street)

ORLANDO

FLORIDA

32822

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

Explanation of Responses:

1. This 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.

2. FreeCast 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.

3. FreeCast 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.

4. See column 2 as this transaction is a conversion.

5. The aggregate outstanding principal balance plus accrued interest under the Renewal Revolving Convertible Promissory Note.

	/s/ William A. Mobley, Jr., CEO, on behalf of Nextelligence, Inc.	08/14/2026
	/s/ William A. Mobley, Jr.	08/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 5: SEC 2770T (03-26)