| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/11/2026 |
3. Issuer Name and Ticker or Trading Symbol
FreeCast, Inc. [ CAST ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 10,619,250 | I | By Nextelligence, Inc.(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Convertible Promissory Note(4) | 02/11/2026 | (4) | Class A Common Stock | 407,367 | $8 | I | By Nextelligence, Inc.(1) |
| Stock Options (Right to Buy)(5) | 07/01/2021 | 06/24/2031 | Class A Common Stock | 125,004 | $4 | D | |
| Class B Common Stock | (6) | (7) | Class A Common Stock | 6,110,991 | (6) | D | |
| Class B Common Stock | (6) | (7) | Class A Common Stock | 7,782,970 | (6) | I | Held jointly with spouse |
| Class B Common Stock | (6) | (7) | Class A Common Stock | 29,679 | (6) | I | By Public Wire, LLC(2) |
| Class B Common Stock | (6) | (7) | Class A Common Stock | 2,000 | (6) | I | By Telebrands Corp.(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. William A. Mobley, Jr. is an officer, sole director, majority shareholder and holds voting and dispositive control of Nextelligence, Inc. |
| 2. William A. Mobley, Jr. is the manager, sole member and holds voting and dispositive control of Public Wire, LLC. |
| 3. William A. Mobley, Jr. is the trustee pursuant to a Voting Trust Agreement of Telebrands Corp. Mr. Mobley may be deemed to be the beneficial owner of the securities held of record by Telebrands Corp. and subject to the Voting Trust Agreement by virtue of his position as trustee thereof. Mr. Mobley disclaims beneficial ownership of the securities held of record by Telebrands Corp. for which he acts as trustee pursuant to the Voting Trust Agreement. |
| 4. 12% Convertible Promissory Note in the outstanding principal and interest amount of $3,258,939 as of February 11, 2026 payable by the Issuer on or before June 30, 2026. |
| 5. The Incentive Stock Options are fully vested. |
| 6. The shares of Class B Common Stock are entitled to 15 votes and may be converted at any time into one share of Class A Common Stock. |
| 7. The shares of Class B Common Stock are perpetual. Each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon any sale or transfer thereof, subject to certain exceptions, such as certain transfer effected for estate planning or charitable purposes. |
| /s/ William A. Mobley, Jr. | 02/11/2026 | |
| /s/ William A. Mobley, Jr., CEO | 02/11/2026 | |
| ** 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 5 (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. | ||