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Trump Media & Technology Group Corp.

For the period ended Jun 30, 2026. Filed Aug 10, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 10, 2026

DJT$3.99-0.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-08.

0001140361-26-020229

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-10.

0001437749-26-026777

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 80 previous paragraphs and 113 current paragraphs.

45 unchanged; 32 reworded; 26 added; 3 removed; 0 previous and 10 current paragraphs rearranged.

Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (26)

Current report

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report

On August 1, 2026, TMTG launched Truth API, a business-to-business data feed subscription that provides licensed, low latency access to publicly-available posts from certain top Truth Social accounts.

Current report

Research and development expense decreased $8,997.5 to $16,608.4 for the six months ended June 30, 2026 compared to $25,605.9 for the six months ended June 30, 2025. The decrease was primarily driven by lower stock-based compensation expense of $6,052.2 in the six months ended June 30, 2026 compared to $15,609.1 of stock-based compensation expense recorded in the six months ended June 30, 2025.

Current report

Sales and marketing expense increased $1,616.6 to $2,670.0 for the six months ended June 30, 2026 compared to $1,053.4 for the six months ended June 30, 2025. The increase was primarily driven by increased expenses for user engagement on Truth Social and our ad placement platform on Truth+.

Current report

General and administration expense increased $20,077.0 to $73,872.9 for the six months ended June 30, 2026 compared to $53,795.9 for the six months ended June 30, 2025. The increase was primarily due to an increase in legal fees of $23,832.0 to $49,678.7 in the six months ended June 30, 2026, compared to $25,846.7 for the six months ended June 30, 2025, related to recently concluded legal matters related to events prior to our merger with DWAC in 2024, $1,151.7 of higher salary expense related to the CEO transition and expanded Truth.Fi operations, and $1,558.9 of higher accounting advisory and regulatory fees related to our pending merger with TAE. This increase was partially offset by lower stock-based compensation awards of $13,859.5 during the six months ended June 30, 2026, compared to $19,987.2 recorded in the six months ended June 30, 2025.

Current report

Interest income decreased $10,428.3 to $14,403.4 for the six months ended June 30, 2026 compared to $24,831.7 for the six months ended June 30, 2025. The decrease was driven by the use of cash, cash equivalents, and restricted cash to purchase bitcoin related securities throughout 2025, partially offset by interest income on our $200,000.0 convertible note receivable to TAE.

Current report

Litigation settlements totaled $1,963.9 for the six months ended June 30, 2026, compared to $0.0 for the six months ended June 30, 2025. The increase was due to our conclusion of remaining legal matters related to events prior to our merger with DWAC in 2024.

Current report

On May 29, 2025, we entered into an Indenture, providing $1,000,000.0 in 0.00% convertible senior secured notes due on May 29, 2028 (the “Notes”), unless earlier repurchased or converted. The Notes carried a 4.00% original issuance discount. Concurrently with the issuance of the Notes, we executed subscription agreements (the “Equity PIPE Subscription Agreements”) with accredited investors (the “Equity PIPE Subscribers”) pursuant to which we sold an aggregate of 55,857,181 shares of our common stock, par value $0.0001 per share, for gross proceeds of $1,395,318.3 in a private placement (the “PIPE Financing”). The PIPE Financing was issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The proceeds from the Notes and PIPE Financing were used to purchase bitcoin, bitcoin related securities, and for the PIPE proceeds, working capital and general corporate purposes.

Current report

We were required to have an initial Loan-to-Collateral Ratio of less than or equal to 1.0 to 1.0, with the Loan-to-Collateral Ratio calculated as the aggregate outstanding principal balance of all Notes divided by the sum of (i) the aggregate market value of bitcoin collateral multiplied by 0.5263157895, plus (ii) the aggregate value of all of cash and cash equivalents collateral. We delivered to the Collateral Agent the $1,000,000.0 collateral of restricted cash. Portions of the collateral will be released when the outstanding aggregate principal balance of all Notes is at $500,000.0 or less, and an additional portion will be released when the outstanding aggregate principal of all Notes is $250,000.0 or less. Collateral will be automatically released upon payment in full of the principal, together with accrued and unpaid interest, on the Notes, or following the times upon our request that the outstanding principal balance of the Notes is $500,000.0 or less and $250,000.0 or less, so long as, immediately after such release the Loan-to-Collateral Ratio as of the date of release is 1.0 to 1.0 or less.

Current report

Each Note holder has the right at its option, to require us to repurchase its Notes for cash on November 30, 2026, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, subject to the terms and conditions in the Indenture. Holders of the Notes may at their option convert such holder’s Notes into shares of our common stock at a conversion rate of 28.8 shares per $1,000 of Notes. We retain the right to force conversion if, at any time after November 29, 2025, the last reported sale price of our common stock exceeds 130% of the conversion rate for any 20 consecutive trading days during a 30-day trading period.

Current report

We may, at any time and from time to time, seek to retire or purchase our outstanding Notes through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately-negotiated transactions, or otherwise. Such repurchases or exchanges, if any, will be upon such terms and at such prices as we determine, and will depend on factors including liquidity, price, market conditions, and legal requirements

Current report

Net cash used in operating activities for the six months ended June 30, 2026 was $13,676.9, $6,242.2 higher than $7,434.7 used in operating activities during the six months ended June 30, 2025. The increase in cash used in operating activities was primarily driven by increased legal expenses tied to recently concluded legal matters related to events prior to our merger with DWAC in 2024, along with a shift in our bitcoin option strategy from receiving premiums paid in cash to receiving premiums paid in bitcoin.
Removed paragraphs (3)

Previous report

Net cash provided by operating activities for the three months ended March 31, 2026 was $17,890.0, $27,627.8 higher than $9,737.8 used in operating activities during the three months ended March 31, 2025. The increase in cash provided by operating activities was primarily driven by the sale of previously purchased put options on our pledged bitcoin and bitcoin related securities.
Reworded paragraphs (32)

Previous wording

References in this report (this “Quarterly Report”) to “TMTG,” “we,” “us” or the “Company” refer to Trump Media & Technology Group Corp. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. All amounts are in thousands, except per share and quantity data. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this report.

Current wording

References in this report (this“Quarterly Report”) to“TMTG,”* “we,” “us” or the*“Company”* refer to Trump Media & Technology Group Corp. References to our*“management”* or our*“management team”* refer to our officers and directors. The following discussion and analysis of the Company*’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report and with our audited consolidated financial statements and the sections titled “Part I. Item IA Risk Factors” and “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC (as herein defined). All amounts are in thousands, except per share and quantity data. * Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.* * Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled*“Risk Factors”* and*“Cautionary Note Regarding Forward-Looking Statements”* included elsewhere in this report.*

Previous wording

We ended March 31, 2026, with approximately $2,080.8 million of cash, cash equivalents, restricted cash, short-term investments, equity securities, convertible note receivable, interest receivable, digital assets, and digital assets pledged as well as approximately $958.6 million of debt (excluding lease liabilities). Our $30.5 million of restricted cash serves as collateral to our debt, which may be used to purchase bitcoin and bitcoin related securities.

Current wording

We ended June 30, 2026, with approximately $1,863.1 million of cash, cash equivalents, restricted cash, short-term investments, equity securities, convertible note receivable, interest receivable, digital assets, and digital assets pledged as well as approximately $970.3 million of debt (excluding lease liabilities). Our $30.7 million of restricted cash serves as collateral to our debt, which may be used to purchase bitcoin and bitcoin related securities.

Previous wording

We announced plans to roll out its streaming content in three phases:

Current wording

We announced plans to roll out our streaming content in three phases:

Previous wording

Since the initial launch of Truth+, TMTG has steadily added both on-demand content and live 24-hour news streams. TMTG is actively developing various means of monetizing the Truth+ platform, including through advertising. On July 9, 2025, TMTG announced the public beta testing of a subscription plan with premium content, the Patriot Package—and that, in the future, Patriot Package subscribers will accumulate Truth gems, which will eventually be tied to a utility token on both Truth Social and Truth+. On August 7, 2025, TMTG announced that Truth+ launched a slate of on-demand content from the Great American Media broadcaster—home to a wide array of programming and brands, spanning faith, comedies, dramas, classic series, lifestyle content, and more, and on August 7, 2025, TMTG announced that Truth+ had added British news broadcaster GB News to the Truth+ platform.

Current wording

Since the initial launch of Truth+, TMTG has steadily added both on-demand content and live 24-hour news streams. TMTG is actively developing various means of monetizing the Truth+ platform, including through advertising. On July 9, 2025, TMTG announced the public beta testing of a subscription plan with premium content, the Patriot Package. On August 7, 2025, TMTG announced that Truth+ launched a slate of on-demand content from the Great American Media broadcaster—home to a wide array of programming and brands, spanning faith, comedies, dramas, classic series, lifestyle content, and more, and on August 7, 2025, TMTG announced that Truth+ had added British news broadcaster GB News to the Truth+ platform.

Previous wording

In October 2025, TMTG announced that it would partner with Crypto.com | Derivatives North America (CDNA), a CFTC-registered exchange and clearinghouse, to offer its users technology to access embedded prediction markets capabilities through CDNA. While Truth Predict remains in development, we currently expect that upon launch, it will primarily entail marketing and promotion collaboration with OG.com—a new prediction market experience announced by Crypto.com in February 2026.

Current wording

In October 2025, TMTG announced that it would partner with Crypto.com | Derivatives North America (CDNA), a CFTC-registered exchange and clearinghouse, to offer its users technology to access embedded prediction markets capabilities through CDNA. On August 7, 2026, the companies announced that, rather than develop a direct prediction market integration on Truth Social, they plan to pivot to a marketing agreement under which Crypto.com’s prediction markets experiences will be marketed to the Truth Social user base.

Previous wording

On January 29, 2025, TMTG announced a financial technology strategy, Truth.Fi. In addition to traditional investment vehicles, these funds may be allocated to customized separately managed accounts (“SMAs”); customized exchange-traded funds and/or exchange-traded products (collectively, “ETFs”); and bitcoin and similar cryptocurrencies or crypto-related securities. On April 15, 2025, TMTG and its partners announced the launch of SMAs. On April 22, 2025, TMTG and its partners announced an agreement to launch a series of equity ETFs. On December 30, 2025, TMTG announced the launch of five ETFs on the New York Stock Exchange: Truth Social American Security & Defense ETF (TSSD), Truth Social American Next Frontiers ETF (TSFN), Truth Social American Icons ETF (TSIC), Truth Social American Energy Security ETF (TSES), and the Truth Social American Red State REITs ETF (TSRS).

Current wording

On January 29, 2025, TMTG announced a financial technology strategy, Truth.Fi. In addition to traditional investment vehicles, these funds may be allocated to customized separately managed accounts (“SMAs”); customized exchange-traded funds and/or exchange-traded products (collectively, “ETFs”); and bitcoin and similar cryptocurrencies or crypto-related securities. On April 15, 2025, TMTG and its partners announced the launch of SMAs. On April 22, 2025, TMTG and its partners announced an agreement to launch a series of equity ETFs. On December 30, 2025, TMTG announced the launch of five ETFs on the New York Stock Exchange: Truth Social American Security & Defense ETF (NYSE: TSSD), Truth Social American Next Frontiers ETF (NYSE: TSFN), Truth Social American Icons ETF (NYSE: TSIC), Truth Social American Energy Security ETF (NYSE: TSES), and the Truth Social American Red State REITs ETF (NYSE: TSRS).

Previous wording

On January 28, 2026, our consolidated VIE announced it had entered into an agreement to reorganize the God Bless America ETF (Ticker: YALL) into the Truth Social Funds. If approved by shareholders of the God Bless America ETF, the asset purchase agreement is expected to close in the second quarter of 2026.

Current wording

On June 22, 2026, our consolidated VIE announced the relaunch of the Truth Social God Bless America ETF (NYSE: YALL) into the Truth Social Funds.

Previous wording

On February 19, 2026, our consolidated VIE announced it had entered into an agreement to reorganize the Point Bridge America First ETF (Ticker: MAGA) into the Truth Social Funds. If approved by shareholders of the Point Bridge America First ETF, the asset purchase agreement is expected to close in the second quarter of 2026.

Current wording

On July 27, 2026, our consolidated VIE announced it had completed the previously-announced acquisition and reorganization of the Point Bridge America First ETF (NYSE: MAGA) into the Truth Social Funds.

Previous wording

While continuing to develop, refine, and expand its existing products and services, TMTG has consistently sought to further diversify into new sectors. A key part of its strategy has been to form partnerships with great companies that align with TMTG’s mission, and to expand into new realms through mergers and acquisitions. We have strongly focused on assessing potential merger-and-acquisition opportunities with top-quality companies and identifying “crown jewel” assets.

Current wording

Additionally, TMTG has consistently sought to further diversify into new sectors. A key part of its strategy has been to form partnerships with great companies that align with TMTG’s mission, and to expand into new realms through mergers and acquisitions. We have strongly focused on assessing potential M&A opportunities with top-quality companies and identifying “crown jewel” assets.

Previous wording

On February 27, 2026, TMTG management was authorized by the Board of Directors to explore the future structure of the Company as we proceed with the pending merger with TAE. Management is in ongoing discussions with TAE and Texas Ventures Acquisition III Corp. (Nasdaq: TVA) (“Texas Ventures III”), a formerly related-entity, regarding potential alternatives for the assets and liabilities of TMTG businesses, including Truth Social, into a new publicly-traded company (“SpinCo”) following the closing of the previously announced pending merger transaction between TMTG and TAE. In this considered option, shares of SpinCo would be distributed to shareholders of record of TMTG prior to the closing of the merger with TAE, and thereafter SpinCo would merge with Texas Ventures III. The TAE businesses, along with certain TMTG businesses and assets, would remain with the current public company (TMTG) following the completion of the spin-off. The previously announced merger will combine the strength of TMTG’s existing balance sheet with TAE’s leading technologies. The potential transaction under consideration by management and subject to final approval by the Board is intended to create shareholder value through the creation of pure play companies, each with distinct strategies. Certain affiliates of Yorkville America are executive officers of Texas Ventures III, and certain executives of TMTG were formerly executive officers of TVA.

Current wording

On February 27, 2026, TMTG management was authorized by the Board of Directors to explore the future structure of the Company as we proceed with the pending merger with TAE. Management engaged in discussions with TAE and Texas Ventures Acquisition III Corp. (Nasdaq: TVA) (“Texas Ventures III”), a formerly related-entity, regarding potential alternatives for the assets and liabilities of TMTG businesses, including Truth Social, into a new publicly-traded company (“SpinCo”) following the closing of the previously announced pending merger transaction between TMTG and TAE. On June 10, 2026, after further evaluation, the parties announced that they had decided to discontinue pursuing a spin-off. Following the close of the TAE merger, the board of directors of the combined company will evaluate potential strategic alternatives for the combined company's legacy business units.

Previous wording

Revenues increased $50.0 to $871.2 for the three months ended March 31, 2026 compared to revenue of $821.2 for the three months ended March 31, 2025. The increase was attributable to subscriptions to the Patriot Package offered as part of our beta launch of Truth+ and management fees earned from our Truth.Fi ETF offerings, partially offset by a decrease in advertising revenue on our Truth Social platform.

Current wording

Revenues increased $786.4 to $1,669.7 for the three months ended June 30, 2026 compared to revenue of $883.3 for the three months ended June 30, 2025. The increase was attributable to provisioning of advertising services related to a barter agreement, subscriptions to the Patriot Package offered as part of our beta launch of Truth+, and management fees earned from our Truth.Fi ETF offerings, partially offset by a decrease in advertising revenue on our Truth Social platform.

Previous wording

Research and development expense decreased $4,162.8 to $8,402.1 for the three months ended March 31, 2026 compared to $12,564.9 for the three months ended March 31, 2025. The decrease was primarily driven by lower stock-based compensation expense of $3,122.1 in the first quarter of 2026 compared to $7,561.0 of stock-based compensation expense recorded in the first quarter of 2025.

Current wording

Research and development expense decreased $4,834.7 to $8,206.3 for the three months ended June 30, 2026 compared to $13,041.0 for the three months ended June 30, 2025. The decrease was primarily driven by lower stock-based compensation expense of $2,930.1 in the second quarter of 2026 compared to $8,048.2 of stock-based compensation expense recorded in the second quarter of 2025.

Previous wording

Sales and marketing expense increased $193.8 to $691.2 for the three months ended March 31, 2026 compared to $497.4 for the three months ended March 31, 2025. The increase was primarily driven by increased expenses for user engagement on Truth Social and ad placement on Truth+.

Current wording

Sales and marketing expense increased $1,422.8 to $1,978.8 for the three months ended June 30, 2026 compared to $556.0 for the three months ended June 30, 2025. The increase was primarily driven by increased expenses for user engagement on Truth Social and our ad placement platform on Truth+.

Previous wording

General and administration expense increased $12,759.0 to $37,937.0 for the three months ended March 31, 2026 compared to $25,178.0 for the three months ended March 31, 2025. The increase was primarily due to an increase in legal fees of $13,159.3 to $24,061.2 in the three months ended March 31, 2026, compared to $10,901.9 for the three months ended March 31 2025. This increase was partially offset by lower stock-based compensation awards of $8,707.5 during the first quarter of 2026, compared to $10,290.7 recorded in the first quarter of 2025.

Current wording

General and administration expense increased $7,318.0 to $35,935.9 for the three months ended June 30, 2026 compared to $28,617.9 for the three months ended June 30, 2025. The increase was primarily due to an increase in legal fees of $10,672.7 to $25,617.5 in the three months ended June 30, 2026, compared to $14,944.8 for the three months ended June 30, 2025, related to recently concluded legal matters related to events prior to our merger with DWAC in 2024, $742.5 of higher salary expense related to the CEO transition and expanded Truth.Fi operations, and $554.0 of higher accounting advisory fees related to our pending merger with TAE. This increase was partially offset by lower stock-based compensation expense of $4,544.4 to $5,152.0 during the three months ended June 30, 2026, compared to $9,696.4 recorded in the three months ended June 30, 2026.

Previous wording

The unrealized loss related to digital assets and digital assets pledged was $243,961.4 for the three months ended March 31, 2026, compared to $0.0 for the three months ended March 31, 2025. The loss is due to a decline in the ending spot price of bitcoin and Cronos on their principal market from December 31, 2025 to March 31, 2026.

Current wording

The unrealized loss related to digital assets and digital assets pledged was $116,683.7 for the three months ended June 30, 2026, compared to $0.0 for the three months ended June 30, 2025. The loss is due to a decline in the ending spot price of bitcoin and Cronos on their principal markets from March 31, 2026 to June 30, 2026.

Previous wording

Depreciation and amortization expense increased $87.2 to $1,866.4 for the three months ended March 31, 2026 compared to $1,779.2 for the three months ended March 31, 2025. The increase in depreciation and amortization expense was due to the acquisition of software and hardware utilized to place our CDN into service as part of our launch of streaming video through Truth+.

Current wording

Depreciation and amortization expense increased $35.6 to $1,869.1 for the three months ended June 30, 2026 compared to $1,833.5 for the three months ended June 30, 2025. The increase in depreciation and amortization expense was due to the acquisition of software and hardware utilized to place our CDN into service as part of our launch of streaming video through Truth+.

Previous wording

Interest income decreased $765.0 to $7,230.2 for the three months ended March 31, 2026 compared to $7,995.2 for the three months ended March 31, 2025. The decrease was driven by the use of cash, cash equivalents, and restricted cash to purchase bitcoin related securities throughout 2025.

Current wording

Interest income decreased $9,663.3 to $7,173.2 for the three months ended June 30, 2026 compared to $16,836.5 for the three months ended June 30, 2025. The decrease was driven by the use of cash, cash equivalents, and restricted cash to purchase bitcoin related securities throughout 2025, partially offset by interest income on our $200,000.0 convertible note receivable to TAE.

Previous wording

Interest expense increased $11,283.0 to $11,469.8 for the three months ended March 31, 2025 compared to $186.8 for the three months ended March 31, 2025. The increase in interest expense is attributable to the accreted interest on the loan assumed as a result of the WCT acquisition and our $1,000,000.0 convertible notes facility issued in May 2025.

Current wording

Interest expense increased $7,630.0 to $11,735.1 for the three months ended June 30, 2026 compared to $4,105.1 for the three months ended June 30, 2025. The increase in interest expense was attributable to the accreted interest on the loan assumed as a result of the WCT acquisition and our $1,000,000.0 convertible notes facility issued in May 2025.

Previous wording

Investment loss was $108,209.8 for the three months ended March 31, 2026, compared to $0.0 for the three months ended March 31, 2025. The increase was primarily due to $161,715.1 of unrealized losses on our equity securities, partially offset by $16,524.8 of realized gains from derivative instruments on our bitcoin related securities, and $36,977.3 of unrealized gains from net premiums received through the sale of written option contracts.

Current wording

Investment loss was $71,758.2 for the three months ended June 30, 2026, compared to investment income of $11,085.0 for the three months ended June 30, 2025. The decrease was primarily due to $73,690.8 of unrealized losses on our equity securities, partially offset by $1,730.5 of realized gains from derivative instruments on our bitcoin related securities, and $491.8 of unrealized gains from net premiums received through the sale of written option contracts.

Previous wording

Litigation settlements totaled $151.9 for the three months ended March 31, 2026, compared to $0.0 for the three months ended March 31, 2025. The increase was due to our conclusion of certain legal matters related to events prior to our merger with DWAC in 2024.

Current wording

Litigation settlements totaled $1,812.0 for the three months ended June 30, 2026, compared to $0.0 for the three months ended June 30, 2025. The increase was due to our conclusion of remaining legal matters related to events prior to our merger with DWAC in 2024.

Previous wording

Cost of revenue increased $1,164.3 to $1,501.0 for the three months ended March 31, 2026 compared to $336.7 for the three months ended March 31, 2025. The increase was primarily due to $1,035.0 of expense incurred related to a barter arrangement where we have received advertising services, but not provided reciprocating advertising services to the counterparty, and content license and data center lease costs that support our burgeoning Truth+ platform.

Current wording

Cost of revenue increased $1,321.3 to $2,000.9 for the six months ended June 30, 2026 compared to $679.6 for the six months ended June 30, 2025. The increase was primarily due to $1,035.0 of expense incurred related to a barter arrangement where we have received advertising services, but not provided full reciprocating advertising services to the counterparty, and content licenses and data center lease costs that support our budding Truth+ platform.

Previous wording

Historically, as a private company, we financed operations primarily through cash proceeds from the issuance of Private TMTG Convertible Notes. During 2024, our capitalization was significantly enhanced through receipt of proceeds from the Initial Business Combination, the conversion of warrants, and the issuance of common stock and debt described in detail in the section below titled, “Standby Equity Purchase Agreement” And “PIPE & Convertible Notes.” As a result, we ended March 31, 2026 with $2,080,773.6 of cash, cash equivalents, restricted cash, short-term investments, equity and derivative securities, convertible note receivable, digital assets, and digital assets pledged, and $958,586.8 of debt (excluding lease liabilities). Cash and cash equivalents consist of non-interest bearing deposits and money market funds held at financial institutions. Cash deposits are held at major financial institutions and are subject to credit risk to the extent those balances exceed applicable Federal Deposit Insurance Corporation (FDIC) limitations. Short-term investments consist of repurchase agreements in which we loan our cash over 1 to 3 days to a seller in exchange for interest earned on debt securities collateralizing the loan. The seller retains a beneficial interest in the securities serving as collateral. Our restricted cash balance consists of $30,533.5 of cash that serves as collateral to our convertible notes, although the collateral may be used to purchase bitcoin and bitcoin related securities. The collateral will be released to us upon payment in full of the principal, together with accrued and unpaid interest, on the Notes (defined below), or following the times upon our request that the outstanding principal balance of the Notes is $500,000.0 or less and $250,000.0 or less.

Current wording

Historically, as a private company, we financed operations primarily through cash proceeds from the issuance of Private TMTG Convertible Notes. During 2024, our capitalization was significantly enhanced through receipt of proceeds from our initial de-SPAC merger, the conversion of warrants, and the issuance of common stock and debt described in detail in the section below titled “Standby Equity Purchase Agreement” and “PIPE & Convertible Notes.” As a result, we ended June 30, 2026 with $1,863,081.0 of cash, cash equivalents, restricted cash, short-term investments, equity and derivative securities, convertible note receivable, interest receivable, digital assets, and digital assets pledged, and $970,321.9 of debt (excluding lease liabilities). Cash and cash equivalents consist of non-interest bearing deposits and money market funds held at financial institutions. Cash deposits are held at major financial institutions and are subject to credit risk to the extent those balances exceed applicable Federal Deposit Insurance Corporation (FDIC) limitations. Short-term investments consist of repurchase agreements in which we loan our cash over 1 to 3 days to a seller in exchange for interest earned on debt securities collateralizing the loan. The seller retains a beneficial interest in the securities serving as collateral. Our restricted cash balance consists of $30,738.9 of cash that serves as collateral to our convertible notes, although the collateral may be used to purchase bitcoin and bitcoin related securities. The collateral will be released to us upon payment in full of the principal, together with accrued and unpaid interest, on the Notes (as defined below), or following the times upon our request that the outstanding principal balance of the Notes is $500,000.0 or less and $250,000.0 or less.

Previous wording

Our primary short-term requirements for liquidity and capital are to fund general working capital and to invest in our strategic growth initiatives. We currently seek to (1) grow our initial product, Truth Social; (2) increase additional product offerings and services, including through further development of our streaming technology platform, Truth+; and (3) pursue strategic acquisitions and/or partnerships, and (4) potentially refinance our convertible notes if noteholders elect to exercise their right to cash repayment in November 2026. We intend to fund these activities through a combination of deploying cash on hand, monetizing certain other assets, generating advertising, subscription, and fee-based revenues, issuing equity, issuing debt, and/or selling stock pursuant to that certain Standby Equity Purchase Agreement dated July 3, 2024.

Current wording

Our primary short-term requirements for liquidity and capital are to fund general working capital and to invest in our strategic growth initiatives. We currently seek to (1) grow our initial product, Truth Social; (2) increase additional product offerings and services, including through further development of our streaming technology platform, Truth+; (3) pursue strategic acquisitions and/or partnerships, and (4) potentially refinance our convertible notes if noteholders elect to exercise their right to cash repayment in November 2026. We intend to fund these activities through a combination of deploying cash on hand, monetizing certain other assets, generating advertising, subscription, and fee-based revenues, issuing equity, issuing debt, and/or selling stock pursuant to the SEPA (as defined below).

Previous wording

We anticipate that the current cash and cash equivalents on hand and current sources of liquidity will be sufficient to fund current operating activities for at least the next 12 months; however, we cannot guarantee that we will not be required to obtain additional financing, or that additional financing, if needed, will be available on terms acceptable to us, or at all. In addition, although there are no other present binding understandings, commitments, or agreements with respect to any acquisition of other businesses, products, or technologies, we will, from time to time, evaluate acquisitions of other businesses, products, and technologies. If we are unable to raise additional equity or debt financing, as and when needed, we could be forced to forego such acquisitions or significantly curtail our operations.

Current wording

We anticipate that the current cash and cash equivalents on hand and current sources of liquidity will be sufficient to fund current operating activities for at least the next 12 months; however, we cannot guarantee that we will not be required to obtain additional financing, or that additional financing, if needed, will be available on terms acceptable to us, or at all. In addition, although there are no other present binding understandings, commitments, or agreements with respect to any acquisition of other businesses, products, or technologies, except as described elsewhere in the Quarterly Report, we will, from time to time, evaluate acquisitions of other businesses, products, and technologies. If we are unable to raise additional equity or debt financing, as and when needed, we could be forced to forego such acquisitions or significantly curtail our operations.

Previous wording

On July 3, 2024, we entered into the Standby Equity Purchase Agreement (the “SEPA”), pursuant to which we shall have the right, but not the obligation to sell up to $2,500,000.0 of our common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA.

Current wording

On July 3, 2024, we entered into the Standby Equity Purchase Agreement (the “SEPA”), pursuant to which we have the right, but not the obligation to sell up to $2,500,000.0 of our common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA.

Previous wording

No shares of common stock were sold pursuant to the terms of the SEPA during the three months ended March 31, 2026. As of March 31, 2026, we have sold a cumulative total of 20,330,365 shares of our common stock for prices between $14.31 and $36.98 per share, pursuant to the terms of the SEPA. Proceeds of these equity sales under the terms of the SEPA were $449,874.6 (net of $513.5 of deferred offering costs).

Current wording

No shares of common stock were sold pursuant to the terms of the SEPA during the six months ended June 30, 2026. As of June 30, 2026, we have sold a cumulative total of 20,330,365 shares of our common stock for prices between $14.31 and $36.98 per share, pursuant to the terms of the SEPA. Proceeds of these equity sales under the terms of the SEPA were $449,874.6 (net of $513.5 of deferred offering costs).

Previous wording

Net cash provided by investing activities for the three months ended March 31, 2026, was $95,741.8 compared to $6,310.1 used in investing activities during the three months ended March 31, 2025. The increase was primarily due to $100,000.0 of cash inflows from the sale of our short-term investments, marginally offset by the purchase of short-term investments and equity securities.

Current wording

Net cash provided by investing activities for the six months ended June 30, 2026, was $93,910.2 compared to $132,056.6 used in investing activities during the six months ended June 30, 2025. The difference was primarily due to $100,000.0 of cash inflows from the sale of our short-term investments, marginally offset by the purchase of short-term investments and equity securities for the six months ended June 30, 2026, compared to outflows during six months ended June 30, 2025 primarily for the purchase of equity securities as we began our digital asset treasury strategy.

Previous wording

Net cash provided by financing activities for the three months ended March 31, 2026 was $80.5 compared to $8,060.8 used in financing activities for the three months ended March 31, 2025. The cash provided in the first quarter of 2026 consists of net proceeds from the exercise of warrants, compared to $8,060.8 used in the first quarter of 2025, mainly comprising the repurchase of common stock of $8,250.2, offset by $189.4 of net proceeds from the exercise of warrants.

Current wording

Net cash provided by financing activities for the six months ended June 30, 2026 was $80.5 compared to $2,313,156.9 provided by financing activities for the six months ended June 30, 2025. The cash provided by financing activities in the second quarter of 2026 consists of net proceeds from the exercise of warrants, compared to $2,313,156.9 in the second quarter of 2025, which was mainly comprised of $960,000.0 of proceeds from the issuance of convertible notes and $1,395,318.3 from common stock sold through a PIPE financing, partially offset by $34,399.3 of debt and equity offering costs and $8,250.2 of common stock repurchases.

Previous wording

There have been no material changes in our off-balance sheet arrangements as discussed in our Annual Report.

Current wording

There have been no material changes in our off-balance sheet arrangements as discussed in our Annual Report on Form 10-K for the year ended December 31, 2025 (as amended, the “Annual Report”).

Previous wording

We prepare our financial statements in accordance with GAAP. The preparation of financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, as well as the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management team. We refer to estimates, assumptions and judgments of this type as our critical accounting policies and estimates, which we discussed in our Annual Report. We review our critical accounting policies and estimates with the audit committee of our board of directors on an annual basis.

Current wording

We prepare our financial statements in accordance with GAAP (accounting principles generally accepted in the United States of America). The preparation of financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, as well as the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management team. We refer to estimates, assumptions and judgments of this type as our critical accounting policies and estimates, which are further discussed in our Annual Report. We review our critical accounting policies and estimates with the audit committee of our board of directors on an annual basis.

Previous wording

There have been no material changes in our critical accounting policies from those disclosed in our Annual Report.

Current wording

There have been no material changes in our critical accounting policies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 (as amended, the “Annual Report”).
Rearranged current paragraphs (10)

Current report — wording carried from elsewhere

TMTG continues to develop, refine, and expand its existing products and services, including opportunities to increase revenue in the media sector.

Current report — wording carried from elsewhere

Cost of revenue increased $157.0 to $499.9 for the three months ended June 30, 2026 compared to $342.9 for the three months ended June 30, 2025. The increase was primarily due to content license and data center lease costs that support our budding Truth+ platform.

Current report — wording carried from elsewhere

The following table sets forth our consolidated financial results for the periods presented and the dollar and percentage changes between those periods. The period-to-period comparison of financial results is not necessarily indicative of future results.

Current report — wording carried from elsewhere

Revenues increased $836.4 to $2,540.9 for the six months ended June 30, 2026 compared to revenue of $1,704.5 for the six months ended June 30, 2025. The increase was attributable to provisioning of advertising services related to a barter agreement, subscriptions to the Patriot Package offered as part of our beta launch of Truth+, and management fees earned from our Truth.Fi ETF offerings.

Current report — wording carried from elsewhere

Unrealized loss on digital assets and digital assets pledged

Current report — wording carried from elsewhere

The unrealized loss related to digital assets and digital assets pledged was $360,645.1 for the six months ended June 30, 2026, compared to $0.0 for the six months ended June 30, 2025. The loss is due to a decline in the ending spot price of bitcoin and Cronos on their principal markets from December 31, 2025 to June 30, 2026.

Current report — wording carried from elsewhere

Depreciation and amortization expense increased $122.8 to $3,735.5 for the six months ended June 30, 2026 compared to $3,612.7 for the six months ended June 30, 2025. The increase in depreciation and amortization expense was due to the acquisition of software and hardware utilized to place our CDN into service as part of our launch of streaming video through Truth+.

Current report — wording carried from elsewhere

Interest expense increased $18,913.0 to $23,204.9 for the six months ended June 30, 2026 compared to $4,291.9 for the six months ended June 30, 2025. The increase in interest expense is attributable to the accreted interest on the loan assumed as a result of the WCT acquisition and our $1,000,000.0 convertible notes facility issued in May 2025.

Current report — wording carried from elsewhere

Investment loss was $179,968.0 for the six months ended June 30, 2026, compared to investment income of $11,085.0 for the six months ended June 30, 2025. The decrease was primarily due to $235,406.0 of unrealized losses on our equity securities, partially offset by $18,255.3 of realized gains from derivative instruments on our bitcoin related securities, and $37,469.2 of unrealized gains from net premiums received through the sale of written option contracts.

Current report — wording carried from elsewhere

Net Cash Provided by Financing Activities