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FreeCast, Inc.

For the period ended Jun 30, 2026. Filed Sep 28, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Sep 28, 2026

CAST$1.33-0.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30,2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number:001-43122

FreeCast, Inc.

(Exact name of registrant as specified in its charter)

Florida45-2787251
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
6901 TPC Drive, Suite 100 Orlando, Florida32822
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:(407) 374-1607

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of exchange on which registered
Class A Common stock, $0.0001 par valueCASTThe Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging Growth Company☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 726(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No☒

As of December 31, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, there wasno established public trading market for the registrant’s common equity and, therefore, the registrant cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date. The registrant’s Class A common stock began trading on The Nasdaq Global Market on March 10, 2026.

As of September 25, 2026, the registrant had 36,861,774 shares of Class A common stock, $0.0001 par value per share, outstanding.

As of September 25, 2026, the registrant had 13,925,640 shares of Class B common stock, $0.0001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Page
Cautionary Note Regarding Forward-Looking Statementsii
PART I
Item 1.Business1
Item 1A.Risk Factors13
Item 1B.Unresolved Staff Comments25
Item 1C.Cybersecurity25
Item 2.Properties26
Item 3.Legal Proceedings26
Item 4.Mine Safety Disclosures26
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities27
Item 6.[Reserved]27
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations27
Item 7A.Quantitative and Qualitative Disclosures About Market Risk41
Item 8.Financial Statements and Supplementary Data42
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure42
Item 9A.Controls and Procedures42
Item 9B.Other Information42
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.42
PART III
Item 10.Directors, Executive Officers and Corporate Governance43
Item 11.Executive Compensation47
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters54
Item 13.Certain Relationships and Related Transactions, and Director Independence55
Item 14.Principal Accountant Fees and Services57
PART IV
Item 15.Exhibits and Financial Statement Schedules58
Signatures59

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.