Trump Media & Technology Group Corp.
For the period ended Jun 30, 2026. Filed Aug 10, 2026.
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Jun 30, 2026 · Filed Aug 10, 2026
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Notes to Unaudited Condensed Consolidated Financial Statements
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data)
NOTE1 - DESCRIPTION OF BUSINESS
The accompanying consolidated financial statements include the historical accounts of Trump Media & Technology Group Corp (“TMTG” or the “Company”). The mission of TMTG is to end Big Tech’s assault on free speech by opening up the Internet and giving people their voices back. TMTG operates Truth Social, an open social media platform centered on free speech that is designed to be uncancellable, as well as Truth+, a streaming platform focusing on family-friendly live TV channels and on-demand content. TMTG has also launched Truth.Fi, a financial services and FinTech brand incorporating America First investment vehicles, and a digital asset strategy, including a bitcoin treasury.
NOTE2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
Our interim financial statements are unaudited, and in our opinion, include all adjustments of a normal recurring nature necessary for the fair presentation of the periods presented. The results for the interim periods arenot necessarily indicative of the results to be expected for any subsequent period or for the year ending* December 31, 2026.*
These unaudited condensed consolidated financial statements and related notes should be read in conjunction with our audited consolidated financial statements and related notes included in our Annual Report on Form10-K for the year ended* December 31, 2025 (*as amended, the “Annual Report”).
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, the fair value of assets acquired and liabilities assumed in business acquisitions, the assessment of recoverability of our goodwill and long-lived assets, and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets, liabilities, and equity that arenot readily apparent from other sources. Actual results could differ from those estimates. Material estimates and assumptions reflected in the condensed consolidated financial statements relate to and include, but arenot limited to, fair value of intangible assets acquired in business acquisitions, recoverability of goodwill and intangibles, fair value of short-term investments and equity securities, digital assets, digital assets pledged, the fair value of our option liabilities, useful lives of intangibles and depreciable assets, and stock-based compensation.
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Principles of Consolidation
The condensed consolidated financial statements include the financial statements of the Company, its wholly owned subsidiaries, and a VIE in which we are deemed the primary beneficiary, have been prepared in accordance with U.S. GAAP. All intercompany transactions and balances have been eliminated.
Unearned revenue
Unearned revenue primarily consists of billings or payments received from customers, or services provided in a barter transaction, in advance of revenue recognized for the services provided to our customers or annual licenses and is recognized as services are performed or ratably over the life of the license. We generally invoice customers in advance or in milestone-based installments. Unearned revenue of $0.0 and $30.4 was recognized as revenue for thethree andsix months ended* June 30, 2026*, respectively, which was included in the unearned revenue balance as of* December 31, 2025*. As of* June 30, 2026*, unearned revenue is expected to be recognized during the succeeding12-month period and is therefore presented as a current liability on the condensed consolidated balance sheets.
Options
We manage our exposure to bitcoin price fluctuation through derivative instruments on bitcoin and bitcoin related securities, as part of our digital asset treasury strategy. In order to manage this risk, we sell covered put and covered call options, purchase call and put options, use a synthetic long strategy that uses a combination of a purchased call option and a sold put option which provides us exposure to increases in bitcoin prices while limiting downside risk should the price decrease, or use a collar strategy that uses a combination of a purchased put option and a sold call option which are intended to provide us protection from downside risk. These derivative instruments arenot designated as hedging instruments. We donot enter into derivative contracts for speculative purposes unrelated to our digital asset treasury strategy.
Written covered put and call options on bitcoin and bitcoin related securities generate premium income and are intended to allow us to purchase bitcoin related securities at lower effective prices. The put options are covered by collateral for potential purchases and the call options are covered by our ownership in the underlying bitcoin or bitcoin related security. In exchange for this commitment, we receive premiums immediately paid in cash or receivable in bitcoin upon settlement of the option contract. The difference between the premium received or receivable and the amount paid while affecting a closing purchase transaction, including brokerage commissions, is also treated as a realized investment gain or loss. This premium acts as income, increasing our investment yield. If the written put option expires worthless, we keep the full premium as profit withno obligation to purchase. If a written put option is exercised, we buy the security at the strike price using the cash or other collateral, and the premium received reduces the effective cost basis, allowing us to acquire the securities at a discount compared to direct market purchases. If a written call option is exercised, we sell the security at the strike price using our existing holdings of the security, and the premium received reduces any loss or increases any gain we* may*incur.
The writer of an option bears the market risk of an unfavorable change in the price of the underlying security. The aggregate fair value of unexpired options written are included in accounts payable and accrued expenses in the consolidated balance sheets. Cash held as collateral for written options is classified as restricted cash on the consolidated balance sheet. Securities and bitcoin held as collateral for outstanding call options are presented within equity securities and digital assets pledged, respectively, on the consolidated balance sheet. Premiums received in bitcoin on expired contracts are classified within digital assets pledged on the consolidated balance sheet, as these bitcoins are immediately rehypothecated to our digital asset manager to reinvest as part of our strategy. As of* June 30, 2026* and* December 31, 2025*, we had $0.0 and $951.6 of restricted cash covering our unexpired put options, respectively. We had $0.0 and $566,700.1 of equity securities, and $122,111.9 and $350,600.8 of digital assets restricted to cover unexpired call and put options as of* June 30, 2026* and* December 31, 2025*, respectively.
Concentrations of risks
Our financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents and short-term investments. Although we deposit cash and cash equivalents with multiple banks, these deposits* may*exceed the amount of Federal Deposit Insurance Corporation limits provided on such deposits.
Digital assets, digital assets pledged, and equity securities represent a significant holding, constituting approximately 59.4% and 68.5% of our total assets as of* June 30, 2026* and* December 31, 2025*, respectively.
One advertising platform accounted for 49.9% and 91.0% of our total revenue for thesix months ended* June 30, 2026and2025*, respectively.
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In order to reduce the risk of downtime of the products we provide, we have established data centers in various geographic regions. We have internal procedures to restore products in the event of a service disruption or disaster at any of our data center facilities. We serve our customers and users from data center facilities operated either by us orthird parties. Even with these procedures for disaster recovery in place, the availability of our products could be significantly interrupted during the implementation of restoration procedures.
Recently adopted accounting standards
In* November 2024,the FASB issued ASU2024*-04, Debt-Debt with Conversion and Other Options (Subtopic470*-20): Induced Conversions of Convertible Debt Instruments.ASU2024*-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. We adopted ASU2024-04 on* January 1, 2026.The adoption of this ASU didnot* have a material impact on our condensed consolidated financial statements and disclosures.
In* May 2025,the FASB issued ASU2025*-03, Business Combinations (Topic805)and Consolidation (Topic810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. ASU2025-03 revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. The ASU is effective for annual reporting periods beginning after* December 15, 2026,and interim reporting periods within those annual reporting periods. We adopted ASU2025*-03 on* January 1, 2026.The adoption of this ASU didnot* have a material impact on our condensed consolidated financial statements and disclosures.
In* July 2025,the FASB issued ASU2025*-05, Financial Instruments—Credit Losses (Topic326*): Measurements of Credit Losses for Accounts Receivable and Contract Assets*. This update provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC606. We adopted ASU2025-05 on prospective basis on* January 1, 2026.The adoption of this ASU didnot* have a material impact on our condensed consolidated financial statements and disclosures.
Recently issued accounting standard
In* December 2025,the FASB issued ASU2025*-11, Interim Reporting (Topic270*): Narrow-Scope Improvements.* This update clarifies the applicability of Topic270 and the form and content of interim financial statements. In addition, ASU2025-11 requires entities to disclose material events occurring since the last annual reporting period. ASU2025-11 will be effective for interim periods beginning* January 1, 2028,and can be applied on a prospective or retrospective basis. We are evaluating the disclosure impact of ASU2025*-11; however, the standard isnot expected to have a material impact on our consolidated financial statements.
NOTE3 - FAIR VALUE MEASUREMENT
Fair value is defined as an exit price, representing the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. We use athree-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
Level1. Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level2. Significant other inputs that are directly or indirectly observable in the marketplace.
Level3. Significant unobservable inputs which are supported by little orno market activity.
The categorization of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The valuation techniques used by us when measuring fair value maximize the use of observable inputs and minimize the use of unobservable inputs.
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| Quoted · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| prices · · | ||||||||
| in active · Significant · | ||||||||
| markets for · other · Significant | ||||||||
| identical · observable · unobservable | ||||||||
| assets · inputs · inputs | ||||||||
| (Level 1) · (Level 2) · (Level 3) | ||||||||
| Assets · · · | ||||||||
| Money market funds(1) | $158,329.4 | $ | - | $ | - | |||
| Repurchase agreements | - | 209,183.1 | - | |||||
| Exchange traded funds(2) | 479,306.9 | - | - | |||||
| Common stock(2) | 1,160.5 | - | - | |||||
| Convertible note receivable | - | - | 193,435.4 | |||||
| Digital assets | 597,675.6 | - | - | |||||
| Digital assets pledged | - | 122,111.9 | - | |||||
| Total assets measured at fair value | $1,236,472.4 | $331,295.0 | $193,435.4 | |||||
| · · | ||||||||
| Liabilities | | | | |||||
| Options premium liabilities(3) | $565.8 | $ | - | $ | - | |||
| Convertible notes | - | - | 956,283.6 | |||||
| Total liabilities measured at fair value | $565.8 | $ | - | $956,283.6 | ||||
| Quoted · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| prices · · | ||||||||
| in active · Significant · | ||||||||
| markets for · other · Significant | ||||||||
| identical · observable · unobservable | ||||||||
| assets · inputs · inputs | ||||||||
| (Level 1) · (Level 2) · (Level 3) | ||||||||
| Assets · · · | ||||||||
| Money market funds(1) | $101,800.4 | $ | - | $ | - | |||
| Repurchase agreements | - | 305,053.3 | - | |||||
| Exchange traded funds(2) | 714,082.4 | - | - | |||||
| Purchased option assets(2) | 7,986.7 | - | - | |||||
| Convertible note receivable | - | - | 149,420.4 | |||||
| Digital assets | 904,370.6 | - | - | |||||
| Digital assets pledged | - | 175,300.4 | - | |||||
| Total assets measured at fair value | $1,728,240.1 | $480,353.7 | $149,420.4 | |||||
| · · | ||||||||
| Liabilities | | | | |||||
| Options premium liabilities(3) | $21,433.9 | $ | - | $ | - | |||
| Convertible notes | - | - | 945,197.0 | |||||
| Total liabilities measured at fair value | $21,433.9 | $ | - | $945,197.0 | ||||
| (1) | Money market funds are reflected in cash, cash equivalents, and restricted cash in the consolidated balance sheets. |
| (2) | Reflected in equity securities in the consolidated balance sheets. |
| (3) | Reflected in accounts payable and accrued expenses in the consolidated balance sheets. |
The fair value of our money market funds, equity securities, digital assets, option assets, and option premium liabilities are classified within Level1, because we use quoted market prices to determine their fair value. Exchange traded funds and common stock are valued based on the last trade price on the primary exchange on which they are traded, and options are valued based on the mean of the last bid and ask price. Digital assets are valued using the quoted (unadjusted) closing price of bitcoin and Cronos in U.S. dollars on the active exchange that we have determined is its principal market at4:00 PM Eastern on* June 30, 2026*. We havenot realized any material losses related to these securities.
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We also estimate the fair value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, and accrued compensation and employee benefits. The Company considers the carrying value of these instruments in the condensed consolidated financial statements to approximate fair value due to their short maturities.
NOTE4 – DIGITAL ASSETS AND DIGITAL ASSETS PLEDGED
Our digital asset holdings as of* June 30, 2026* and* December 31, 2025* consisted of the following:
| As of June 30, 2026 · As of December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Fair | Fair | |||||
| Units | Cost Basis | Value | Units | Cost Basis | Value | |
| Bitcoin | 9,477.16 | $1,006,013.3 | $557,094.6 | 9,542.16 | $1,131,024.3 | $836,371.8 |
| Cronos | 756,079,523.00 | 113,949.3 | 40,581.0 | 756,079,523.00 | 113,949.3 | 67,998.8 |
| $1,119,962.6 | $597,675.6 | $1,244,973.6 | $904,370.6 | |||
The following table presents a reconciliation of our digital asset holdings:
| · · Bitcoin · · · Cronos · | ||||||||
|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 2025 | | $836,371.8 | | | $67,998.8 | | ||
| Addition of digital assets | | | 119,752.0 | | | | - | |
| Disposition of digital assets | | | (128,756.8) | | | - | | |
| Loss from derecognition of digital assets | | | (52,240.8) | | | - | | |
| Unrealized loss on digital assets(1) | | | (218,031.6) | | | (27,417.8) | ||
| Balance at June 30, 2026 | | $557,094.6 | | | $40,581.0 | | ||
| (1) | Excludes unrealized loss on digital assets pledged of $55,548.4 for the six months ended June 30, 2026. |
The following table presents a reconciliation of the components of Loss on digital assets and digital assets pledged for thesix months ended* June 30, 2026*:
| Loss on reacquisition of digital assets pledged | $(55,548.4) |
|---|---|
| Unrealized loss on digital assets pledged | (7,406.5) |
| Loss from derecognition of digital assets | (52,240.8) |
| Unrealized loss on digital assets | (245,449.4) |
| Total loss on Digital assets and digital assets pledged | $(360,645.1) |
As of* June 30, 2026*, and* December 31, 2025*, we had 4,260.73 bitcoin with a fair value of $250,457.9 and $373,453.7, respectively, serving as collateral to convertible notes (Note10). We are restricted from distributing or withdrawing this bitcoin subject to meeting certain loan indenture requirements, with restrictions liftedno later than maturity of the convertible notes on* May 29, 2028.*
We hold covered options on bitcoin with a counterparty to hedge our exposure to bitcoin’s volatility, which requires us to maintain bitcoin as collateral that the counterparty can rehypothecate at their sole discretion. The counterparty to our bitcoin hedging transactions holds the related premiums paid in bitcoin as collateral until expiration of the respective option contract. As of* June 30, 2026*, we pledged 2,077.34 bitcoins for our option strategy.
We had covered-call options referencing 1,445.00 bitcoin, with strike prices ranging from $62.0 to $76.0 and maturities in* July 2026and covered-put option referencing 170.00 bitcoin with strike prices ranging from $55.0 to $59.0 and maturities in July 2026,as of June 30, 2026*. The fair value of bitcoin pledged for our covered options as of* June 30, 2026* and* December 31, 2025*, was $122,111.9 and $350,600.8, respectively. We didnot record an expected credit loss related to the digital assets pledged. The fair value of the liability on the covered options on bitcoin hedged was $565.8 and $7,517.4 as of* June 30, 2026* and* December 31, 2025*, and is recorded within accounts payable and accrued liabilities on our condensed consolidated balance sheet.
We purchased 684,427,004.00 Cronos pursuant to a purchase agreement in* August 2025,which restricts our ability to sell our Cronos over athree*-year period. Beginning* August 26, 2026,we are able to sell up to 68,442,704.00 Cronos over the ensuingsix months. Subsequent sales windows for the following three years from February 26, 2027,allow for the sale of between 15% and 25% of our restricted Cronos holdings in each window. On August 26, 2029,all sales restrictions on our restricted Cronos will lapse. As of June 30, 2026*, we are restricted from selling 684,427,004.00 Cronos with a fair value of $36,735.3.
NOTE5 – GOODWILL AND INTANGIBLE ASSETS
The following table summarizes our goodwill balance:
| Media · Truth.Fi · Total | ||||
|---|---|---|---|---|
| Balance at December 31, 2025 | $120,884.2 | $ | - | $120,884.2 |
| Goodwill related to acquisitions | - | - | - | |
| Balance at June 30, 2026 | $120,884.2 | $ | - | $120,884.2 |
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Finite-lived intangible assets, net are summarized as follows:
| Gross · Net | |||
|---|---|---|---|
| Carrying | Accumulated | Carrying | |
| Amount | Amortization | Amount | |
| Finite-lived intangible asset | |||
| Source code and technology | $24,500.0 | $(9,337.2) | $15,162.8 |
| Exclusivity rights | 3,100.0 | (1,177.2) | 1,922.8 |
| Intangible assets, net | $27,600.0 | $(10,514.4) | $17,085.6 |
| Gross · Net | |||
|---|---|---|---|
| Carrying | Accumulated | Carrying | |
| Amount | Amortization | Amount | |
| Finite-lived intangible asset | |||
| Source code and technology | $24,500.0 | $(6,902.0) | $17,598.0 |
| Exclusivity rights | 3,100.0 | (868.4) | 2,231.6 |
| Intangible assets, net | $27,600.0 | $(7,770.4) | $19,829.6 |
Amortization expense was $1,379.6 for thethree months ended* June 30, 2026and2025*, and $2,744.0 for thesix months ended* June 30, 2026and2025*. As of* June 30, 2026*, the weighted-average remaining amortization period for amortizable intangible assets was 3.10 years.
Based on the balance of finite-lived intangible assets at* June 30, 2026*, expected remaining future amortization expense is as follows:
| Year Ending December 31: | |
|---|---|
| 2026 (remainder of) | $2,789.5 |
| 2027 | 5,533.5 |
| 2028 | 5,548.7 |
| 2029 | 3,213.9 |
| $17,085.6 |
NOTE6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following:
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Accounts payable | $1,615.5 | $3,848.0 |
| Other accrued expenses | 19,494.7 | 6,904.0 |
| Income tax payable | 8.9 | 0.2 |
| Franchise tax payable | 108.2 | 108.2 |
| Option premium liabilities | 565.8 | 21,433.9 |
| Accounts payable and accrued expenses | $21,793.1 | $32,294.3 |
NOTE7 – LEASES
During thesix months ended* June 30, 2026and2025*, we recognized additional right of use (ROU) assets and lease liabilities of $884.7 and $0.0, respectively. We electednot to recognize ROU assets and lease liabilities arising from short-term leases with initial terms oftwelve months or less on the consolidated balance sheets.
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When measuring lease liabilities for leases that were classified as operating leases, we discounted lease payments using an estimated incremental borrowing rate. The weighted average incremental borrowing rate applied was 8.00%. As of* June 30, 2026*, our leases had a remaining weighted average term of 2.67 years.
Operating leases are included in the consolidated balance sheets as follows:
| Classification · June 30, 2026 · December 31, 2025 | |||||
|---|---|---|---|---|---|
| Lease assets | |||||
| Operating lease cost ROU assets, net | Assets | $2,881.1 | $2,505.3 | ||
| Total lease assets | $2,881.1 | $2,505.3 | |||
| Lease liabilities | |||||
| Operating lease liabilities, current | Current liabilities | $1,117.0 | $836.2 | ||
| Operating lease liabilities, non-current | Liabilities | 1,820.8 | 1,723.5 | ||
| Total lease liabilities | $2,937.8 | $2,559.7 | |||
The components of lease costs, which are included in loss from operations in our condensed consolidated statements of operations were as follows:
| Three months ended | ||
|---|---|---|
| | | |
| June 30, | June 30, | |
| 2026 | 2025 | |
| Lease costs | | |
| Operating lease costs | $326.1 | $302.5 |
| Variable lease costs | 13.3 | 41.5 |
| Short-term lease costs | 8.7 | 8.5 |
| Total lease costs | $348.1 | $352.5 |
| Six months ended | ||
|---|---|---|
| | | |
| June 30, | June 30, | |
| 2026 | 2025 | |
| Lease costs | | |
| Operating lease costs | $626.5 | $577.4 |
| Variable lease costs | 28.4 | 67.7 |
| Short-term lease costs | 17.4 | 17.0 |
| Total lease costs | $672.3 | $662.1 |
Future minimum payments under non-cancellable leases for operating leases for the remaining terms of the leases following thesix months ended* June 30, 2026*, are as follows:
| 2026 (remainder of) | $650.4 |
| 2027 | 1,328.6 |
| 2028 | 1,101.4 |
| 2029 | 171.5 |
| Total future minimum lease payments | 3,251.9 |
| Amount representing interest | (314.1) |
| Present value of net future minimum lease payments | $2,937.8 |
NOTE8 - INCOME TAXES
The estimated annual effective tax rate applied to thesix months ended* June 30, 2026*, is (0.13%) which differs from the U.S. federal statutory rate of 21% principally due to the projection of U.S. net operating loss for thesix months ended* June 30, 2026* with full application of a valuation allowance and the change in the net deferred tax liability remaining after application of the valuation allowance ("naked credit" or “hanging credit"). As of* June 30, 2026*, we had U.S. Federal and state net operating loss carryforwards (“NOLs”) with a tax benefit of $61,637.9 and capital loss carryforward with a tax benefit of $16,407.8. NOLs are available for use indefinitely and capital losses are available for5 years.
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NOTE9 – RELATED PARTY TRANSACTIONS
M&A Advisory Fee
We engaged Yorkville Securities, LLC (“Yorkville Securities”) to serve as M&A Advisor in connection with the pending merger with TAE Technologies, Inc. in* December 2025.In exchange for the M&A advisory services provided by Yorkville Securities we agreed to pay Yorkville Securities a fee equal to 6,000,000 shares of our common stock in the event that (a) a transaction is consummated prior to the termination of the engagement period or withintwelve* months following the termination of the engagement period or (b) the Company, prior to the termination of the engagement period or withintwelve months following the termination of the engagement period, enters into an agreement with respect to a potential transaction and such transaction is subsequently consummated. As of* June 30, 2026*, an event requiring payment of the fee hasnot been triggered.
Yorkville America Transactions
Yorkville America, LLC (“Yorkville America”) serves as the Registered Investment Advisor for investment vehicles and financial products that utilize our Truth.Fi and certain Truth Social intellectual property, where we are the primary beneficiary. We paid certain compensation, professional fees, and expense reimbursement totaling $123.1 and $227.0 for thethree andsix months ended* June 30, 2026* to affiliates of Yorkville America related to the management of our VIE. No amounts were payable to affiliates of Yorkville America as of* June 30, 2026* and* December 31, 2025*.
NOTE10 – LONG-TERM DEBT
Convertible Notes
On* May 29, 2025,we entered into an Indenture (the “Indenture”), providing for $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 carry a 4.00% original issuance discount. 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.
Each holder 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$1.0* 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. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
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Within45 days of closing, we were required to have a Loan-to-Collateral Ratio of less than or equal to1.0 to1.0, 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 by0.5263157895, plus (ii) the aggregate value of all of cash and cash equivalents collateral. Required collateral of $1,000,000.0 was delivered to the Collateral Agent within45 days of closing. We have utilized this cash delivered to the Collateral Agent to purchase bitcoin and bitcoin related assets to serve as collateral in order to meet our Loan-to-Collateral Ratio. As of* June 30, 2026*, we have $30,738.9 of restricted cash, $233,030.0 of equity securities, and $250,457.9 of bitcoin serving as collateral.
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 in the event of default, if any, on the Notes. We are also subject to other customary covenants under the terms of the Indenture.
For thethree andsix months ended* June 30, 2026*, we accreted $11,631.7 and $23,000.0, respectively, and for thethree andsix months ended* June 30, 2025* we accreted $3,914.7 of interest expense on the Notes. The effective interest rate of the Notes is 4.80% per annum. The estimated fair value of the Notes as of* June 30, 2026* was $956,283.6, and is based on unobservable inputs in which there is little orno market data and therefore is classified as a Level3 fair value measurement.
Term Loan
We assumed a loan from our business combination with WorldConnect Technologies, LLC. As of* June 30, 2026* and* December 31, 2025*, the term loan had a carrying amount of $5,428.0 and $5,223.1, respectively, with $4,968.0 and $4,780.5 of the term loan due within12 months of* June 30, 2026* and* December 31, 2025*, respectively. For thethree months ended* June 30, 2026and2025*, we accreted interest expense of $103.4 and $190.5, respectively, and for thesix months ended* June 30, 2026and2025* we accreted interest expense of $204.9 and $377.3, respectively, related to the term loan.
The term loan carries an effective interest rate of 7.72% per annum.
Future minimum payments of the long-term debt as of* June 30, 2026* are as follows:
| Year Ending December 31: | |
|---|---|
| 2026 | $988,504.5 |
| 2027 | 500.0 |
| Total future minimum payments | 989,004.5 |
| Less: unamortized original issue discount and debt issuance costs | (18,682.6) |
| Less: current | (969,861.9) |
| $460.0 |
NOTE11 – LOSS PER SHARE
Basic loss per share is calculated by dividing net loss by the weighted average number of shares of stock outstanding during the period. We computed diluted earnings per share of common stock based on the weighted average number of shares of stock outstanding plus potentially dilutive shares of stock outstanding during the period. Potentially dilutive shares of stock from employee incentive plans are determined by applying the treasury stock method to the assumed vesting of outstanding RSUs, convertible notes and warrants. Since we incurred a net loss for the periods ended* June 30, 2026and2025*, all potential dilutive shares are anti-dilutive.
Total common stock equivalents excluded from dilutive loss per share are as follows:
| June 30, 2026 | June 30, 2025 | |
|---|---|---|
| Convertible notes | 28,324,940 | 28,799,996 |
| Warrants | 11,011,237 | 11,022,594 |
| RSUs | 3,893,553 | 2,036,893 |
| Total common stock equivalents excluded from dilutive income/loss per share | 43,229,730 | 41,859,483 |
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NOTE12 – STOCKHOLDERS’** EQUITY**
The following table summarizes warrant activity:
| Weighted | |||
|---|---|---|---|
| Weighted · Average | |||
| Average · Remaining | |||
| Exercise · Contractual Life | |||
| Warrants | Price | (in years) | |
| Outstanding at January 1, 2026 | 11,019,418 | $11.50 | 3.31 |
| Granted | - | - | - |
| Exercised | (8,181) | 11.50 | - |
| Expired or cancelled | - | - | - |
| Outstanding at June 30, 2026 | 11,011,237 | $11.50 | 2.82 |
| Exercisable at June 30, 2026 | 11,011,237 | $11.50 | 2.82 |
NOTE13 – STOCK BASED COMPENSATION
2024 Equity Incentive Plan
The following table summarizes stock award activity:
| · · · · · · Weighted · · · · · | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Number of · · · Average · · · Aggregate · | ||||||||||||
| · · Shares of · · · Grant-Date · · · Intrinsic · | ||||||||||||
| · · Common Stock · · · Fair Value · · · Value · | ||||||||||||
| Outstanding at January 1, 2026 | | | 3,164,030 | | | | 24.83 | | | | - | |
| Granted: RSUs | | | 3,431,830 | | | | 9.11 | | | | - | |
| Vested | | | (1,192,535) | | | 23.37 | | | | - | | |
| Forfeited | | | (1,509,772) | | | 24.35 | | | | - | | |
| Outstanding at June 30, 2026 | | | 3,893,553 | | | $11.61 | | | $30,136.1 | | ||
The aggregate fair value of awards that vested in thethree andsix months ended* June 30, 2026* was $8,101.1 and $10,135.2, respectively, which represents the market value of our common stock on the date that the RSUs vested. The number of RSUs vested includes shares of common stock that we withheld from employees to satisfy the minimum statutory tax withholding requirements.
As of* June 30, 2026*, unrecognized compensation expense related to non-vested equity grants was $43,848.9 with an expected remaining weighted-average recognition period of approximately 2.51 years.
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NOTE14 – INVESTMENT INCOME/(LOSS)
Investment income/(loss) consists of the following:
| · · Three Months Ended · · · Six Months Ended · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · June 30, 2026 · · · June 30, 2026 · | ||||||||
| Realized gain on derivatives | | $1,730.5 | | | $18,255.3 | | ||
| Unrealized loss on equity securities | | | (73,690.8) | | | (235,406.0) | ||
| Unrealized gain on derivatives | | | 491.8 | | | | 37,469.2 | |
| Dividend income | | | 8.6 | | | | 11.8 | |
| Investment expenses | | | (298.3) | | | (298.3) | ||
| | | $(71,758.2) | | $(179,968.0) | ||||
As of* June 30, 2026*, $491.8 of the unrealized gain on derivatives relates to unexpired derivatives contracts on bitcoin.
NOTE15 - COMMITMENTS AND CONTINGENCIES
We are involved in various legal proceedings arising in the normal course of business. Although the outcomes of these legal proceedings are inherently difficult to predict, management doesnot expect the resolution of these legal proceedings to have a material adverse effect on our financial position, results of operations, or cash flows.
Litigation with ARC Global Investments II LLC and Patrick Orlando
On* July 19, 2026,we announced that all claims between and among individuals and entities including TMTG, Patrick Orlando, and ARC Global Investments II, LLC had been mutually resolved pursuant to a confidential settlement agreement. The outcome of this settlement is recorded within our condensed consolidated statement of operations for thethree* andsix months ended* June 30, 2026.*
Potential Litigation with Michael Melkersen
On* July 7, 2026,*TMTG received a demand letter from counsel to Michael Melkersen alleging an entitlement to the issuance of TMTG stock arising out of Mr. Melkersen’s investment in DWAC’s sponsor and threatening potential litigation in the U.S. District Court for the Southern District of Florida.
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NOTE16 – SEGMENT INFORMATION
We report our operating results throughtwo reportable segments: Media and Truth.Fi:
| • | Media includes products and services such as advertisement through our Truth Social platform, including Truth Predict, and Truth+ paid streaming subscriptions. |
| • | Truth.Fi provides separately managed accounts (“SMAs”); customized exchange-traded funds and/or exchange-traded products (collectively, “ETFs”) invested in America First principles, and bitcoin and similar cryptocurrencies or crypto-related securities. |
The “Corporate & Other” category presented in the following tables isnot considered an operating segment. It consists primarily of costs and expenses related to executing our digital asset treasury strategy and includes the realized and unrealized gains and losses from our digital asset treasury strategy,third-party costs associated with our digital asset holding strategy, net interest expense primarily related to long-term debt obligations (used to fund our digital asset treasury strategy), and income tax effects generated from our digital asset treasury strategy and related debt issuance. We havenot dedicated certain corporate resources to our digital asset treasury strategy.
Our Chief Operating Decision Maker (CODM), as of* June 30, 2026*, is our Chief Executive Officer. Our CODM evaluates the performance of and allocates resources to our segments based on each segment’s earnings before interest, taxes, depreciation and amortization (Segment EBITDA). Segment EBITDA is defined as segment revenue less operating costs and expenses, excluding depreciation and amortization, interest income or expense (net), provision or benefit for income taxes, change in fair value of derivative liabilities, loss on extinguishment of debt and stock-based compensation expense. We believe Segment EBITDA serves as a measure that assists our CODM and our investors in comparing our segment performance on a consistent basis.
Our CODM uses cash, cash equivalents, restricted cash, short-term investments, and equity securities as part of the evaluation of performance and allocation of resources within our corporate & other category. Total assets arenot used to evaluate the performance of our segments. For thethree andsix months ended* June 30, 2026*, our Media segment earned revenue of $1,434.8 and $2,052.3 from advertising, respectively, and $179.5 and $372.1 from subscriptions, respectively. Our Truth.Fi segment earned management fees of $55.4 and $116.5 for thethree andsix months ended* June 30, 2026*. All revenue for thethree andsix months ended* June 30, 2025*, were earned in the Media segment from advertising.
Review of cash forecast models is used to assess the segment’s results and performance and inform investment decisions by our CODM. Consolidated net loss and Segment EBITDA are used to monitor budgeted versus actual results. Additionally, review of budgeted versus actual results is used in assessing performance of the segment.
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The following table presents our segment information for the periods indicated:
| Three Months · Six Months | ||||
|---|---|---|---|---|
| Ended June 30, | Ended June 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Media | | | | |
| Revenue | $1,614.3 | $883.3 | $2,424.4 | $1,704.5 |
| Other segment items(1) | (7,876.3) | (6,027.3) | (15,561.6) | (11,872.6) |
| Segment EBITDA | (6,262.0) | (5,144.0) | (13,137.2) | (10,168.1) |
| | | | | |
| Truth.Fi | | | | |
| Revenue | 55.4 | - | 116.5 | - |
| Other segment items(2) | (830.5) | (215.4) | (1,620.4) | (215.4) |
| Segment EBITDA | (775.1) | (215.4) | (1,503.9) | (215.4) |
| | | | | |
| Total revenue | 1,669.7 | 883.3 | 2,540.9 | 1,704.5 |
| Total other segment items | (8,706.8) | (6,242.7) | (17,182.0) | (12,088.0) |
| Total Segment EBITDA | (7,037.1) | (5,359.4) | (14,641.1) | (10,383.5) |
| | | | | |
| Net loss | $(238,111.0) | $(20,001.9) | $(643,995.2) | $(51,728.5) |
| Interest (income)/expense, net | 4,561.9 | (12,731.4) | 8,801.5 | (20,539.8) |
| Depreciation & amortization | 1,869.1 | 1,833.5 | 3,735.5 | 3,612.7 |
| Stock-based compensation | 8,082.1 | 17,744.6 | 19,911.7 | 35,596.3 |
| Income taxes | 98.9 | 310.3 | 197.7 | 310.3 |
| $(223,499.0) | $(12,844.9) | $(611,348.8) | $(32,749.0) | |
| Corporate & other | 216,461.9 | 7,485.5 | 596,707.7 | 22,365.5 |
| Segment EBITDA | (7,037.1) | (5,359.4) | (14,641.1) | (10,383.5) |
The following table provides information related to our cash, cash equivalents, restricted cash, short-term investments, and equity securities:
| June 30, 2026 · December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Corporate | Corporate | |||||
| Media | Truth.Fi | & Other | Media | Truth.Fi | & other | |
| Cash, cash equivalents, and restricted cash | $7,705.5 | $3,299.4 | $235,197.0 | $4,106.3 | $1,791.3 | $159,990.5 |
| Short-term investments | - | - | 209,183.1 | - | - | 305,053.3 |
| Equity securities | - | - | 480,467.4 | - | - | 722,069.1 |
| $7,705.5 | $3,299.4 | $924,847.5 | $4,106.3 | $1,791.3 | $1,187,112.9 | |
| (1) | Other segment items in Media are primarily composed of cost of sales, personnel costs-excluding stock-based compensation, data center and system infrastructure costs excluding depreciation, and sales and marketing. |
| (2) | Other segment items in Truth.Fi are primarily composed of professional fees, licensing fees, personnel costs, and marketing costs associated with the launch and operations of ETFs and SMAs. |
NOTE17 - SUBSEQUENT EVENTS
In* July 2026,we sold equity securities invested in bitcoin related securities with a fair value of $159,586.0 at the time of sale and purchased bitcoins with the proceeds. As of July 31, 2026,we held approximately 14,139 bitcoins, including bitcoin pledged, with an aggregate fair market value of $890,524.5 (based on the market price of$62,982* ofone bitcoin as reported on the active exchange that we have determined is its principal market as of* July 31, 2026,at4:00* PM Eastern Time).
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.
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.
On* August 7, 2026,*we mutually terminated the previously announced proposed business combination, and associated agreements, to establish Trump Media Group CRO Strategy, Inc.
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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.