Trump Media & Technology Group Corp.

Previous wording

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Quarterly Report, words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “aim,” “plan,” “may,” “will,” “continue,” “should,” “seek” and variations and similar words and expressions identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to management. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2026, and other documents filed with the SEC, which describe additional factors that could adversely affect our business, financial condition, or results of operations. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Current wording

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Quarterly Report, words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “aim,” “plan,” “may,” “will,” “continue,” “should,” “seek” and variations and similar words and expressions identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to management. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2026, and other documents filed with the SEC, which describe additional factors that could adversely affect our business, financial condition, or results of operations. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Previous 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.

Current wording

We ended September 30, 2026, with approximately $2,326.7 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 $977.3 million of debt (excluding lease liabilities). Our $31.0 million of restricted cash serves as collateral to our debt, which may be used to purchase bitcoin and bitcoin-related securities.

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. 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, had added British news broadcaster GB News to the Truth+ platform.

Previous wording

TMTG has implemented a bitcoin and digital asset treasury strategy, and may also consider the acquisition of other, similar cryptocurrencies.

Current wording

TMTG has implemented a bitcoin and digital asset treasury strategy to help ensure the Company’s financial freedom and protect against discrimination by financial institutions, and may also consider the acquisition of other, similar cryptocurrencies. Our digital asset strategy is one component of our corporate treasury strategy, which has augmented the Company’s ability to raise sufficient capital to finance current and future operational growth, and provides additional liquidity to advance its merger and acquisition initiative. The Company also invests in digital asset related securities that serve as a proxy to bitcoin, as these securities can provide more liquidity than directly holding bitcoin.

Previous wording

On December 31, 2025, TMTG announced a digital token initiative. On January 20, 2026, TMTG announced the record date for the initiative would be February 2, 2026. TMTG continues to work toward implementation of this initiative, and is currently assessing feasibility of potential methods to distribute digital tokens to shareholders including in light of challenges associated with obtaining necessary information from shareholders classified as Objecting Beneficial Owners (“OBOs”) in order to facilitate token distributions.

Current wording

On December 31, 2025, TMTG announced a digital token initiative. On January 20, 2026, TMTG announced the record date for the initiative would be February 2, 2026. TMTG worked toward implementation of this initiative and assessed the feasibility of potential methods to distribute digital tokens to shareholders. TMTG has now determined it is in the best interest of the Company and its shareholders to discontinue such planned token distribution, including in light of challenges associated with obtaining necessary information from shareholders classified as Objecting Beneficial Owners (“OBOs”), and offer such benefits and incentives (including, e.g., discounts or promotions) to bona fide shareholders as of the February 2, 2026 record date as management determines to be reasonable.

Previous 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.

Current wording

Revenues increased $1,994.2 to $2,967.1 for the three months ended September 30, 2026 compared to revenue of $972.9 for the three months ended September 30, 2025. The increase was primarily attributable to growth in our Media segment of $1,830.2, consisting of a $1,303.3 increase in subscription revenue driven by Truth API and Truth+ and a $523.3 increase in advertising revenue on our Truth Social platform, and $164.0 in management fees earned from our Truth.Fi ETF offerings.

Previous wording

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 wording

Cost of revenue increased $91.0 to $537.8 for the three months ended September 30, 2026 compared to $446.8 for the three months ended September 30, 2025. The increase was primarily due to content license and data center lease costs that support our Truth+ platform.

Previous 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.

Current wording

Research and development expense increased $478.7 to $8,780.9 for the three months ended September 30, 2026 compared to $8,302.2 for the three months ended September 30, 2025. The increase was primarily driven by higher stock-based compensation expense of $3,813.4 in the third quarter of 2026 compared to $2,886.9 of stock-based compensation expense recorded in the third quarter of 2025, partially offset by a decline in third party software expense for our Truth Social app.

Previous 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+.

Current wording

Sales and marketing expense increased $1,224.2 to $1,941.7 for the three months ended September 30, 2026 compared to $717.5 for the three months ended September 30, 2025. The increase was primarily driven by increased marketing expenses for user engagement on Truth Social and Truth+, and product commissions.

Previous 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.

Current wording

General and administration expense decreased $17,623.6 to $13,432.5 for the three months ended September 30, 2026 compared to $31,056.1 for the three months ended September 30, 2025. The decrease was primarily due to a decrease in legal fees of $17,961.4 to $2,369.2 in the three months ended September 30, 2026, compared to $20,330.6 for the three months ended September 30, 2025, related to recently concluded legal matters related to events prior to our merger with DWAC in 2024, and lower stock-based compensation expense of $1,993.8 to $5,609.5 during the three months ended September 30, 2026, compared to $7,603.3 recorded in the three months ended September 30, 2025. These decreases were partially offset by $493.4 of higher salary expense related to the CEO transition and expanded Truth.Fi operations, $703.2 of higher accounting advisory fees related to our pending merger with TAE, and $921.1 of professional fees primarily related to our expanded Truth.Fi operations.

Previous wording

Unrealized loss on digital assets and digital assets pledged

Current wording

Realized and unrealized (gain)/loss on digital assets and digital assets pledged

Previous 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.

Current wording

The gain related to digital assets and digital assets pledged was $378,134.3 for the three months ended September 30, 2026, compared to $16,204.6 loss for the three months ended September 30, 2025. The gain is attributable to an unrealized gain of $200,798.4 on digital assets pledged, the difference in digital asset value from the date of derecognition to September 30, 2026, an unrealized gain on digital assets of $107,450.2, representing the increase in the ending spot price of bitcoin and Cronos on their principal markets from June 30, 2026 or the digital asset purchase date to September 30, 2026, and a gain of $69,885.7 from the derecognition of digital assets.

Previous 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.

Current wording

Interest income decreased $6,141.6 to $7,242.8 for the three months ended September 30, 2026 compared to $13,384.4 for the three months ended September 30, 2025. The decrease was driven by the use of cash, cash equivalents, and restricted cash to purchase bitcoin and 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 $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.

Current wording

Interest expense increased $467.8 to $11,942.2 for the three months ended September 30, 2026 compared to $11,474.4 for the three months ended September 30, 2025. The increase in interest expense was primarily attributable to higher accreted interest on our $1,000,000.0 convertible notes issued in May 2025, partially offset by lower accreted interest on the term loan assumed as a result of the WCT acquisition in 2024.

Previous 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.

Current wording

Cost of revenue increased $1,412.3 to $2,538.7 for the nine months ended September 30, 2026 compared to $1,126.4 for the nine months ended September 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, content licenses and data center lease costs that support our Truth+ platform.

Previous wording

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 wording

Research and development expense decreased $8,518.8 to $25,389.3 for the nine months ended September 30, 2026 compared to $33,908.1 for the nine months ended September 30, 2025. The decrease was primarily driven by lower stock-based compensation expense of $9,865.6 in the nine months ended September 30, 2026 compared to $18,496.1 of stock-based compensation expense recorded in the nine months ended September 30, 2025, and a $1,101.8 decline in third party software expenses for our Truth Social app. These decreases were partially offset by increases of $531.5 for server related expenses for Truth+ and $452.3 in professional fees.

Previous wording

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 wording

Sales and marketing expense increased $2,840.8 to $4,611.7 for the nine months ended September 30, 2026 compared to $1,770.9 for the nine months ended September 30, 2025. The increase was primarily driven by increased expenses for user engagement on Truth Social and Truth+, and product commissions.

Previous wording

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 wording

General and administration expense increased $2,453.4 to $87,305.4 for the nine months ended September 30, 2026 compared to $84,852.0 for the nine months ended September 30, 2025. The increase was primarily due to an increase in legal fees of $5,870.5 to $52,047.9 in the nine months ended September 30, 2026, compared to $46,177.3 for the nine months ended September 30, 2025, related to recently concluded legal matters related to events prior to our merger with DWAC in 2024, $1,645.1 of higher salary expense related to the CEO transition and expanded Truth.Fi operations, and $3,972.2 of higher accounting, advisory, and regulatory fees primarily related to our pending merger with TAE. This increase was partially offset by lower stock-based compensation awards of $19,469.0 during the nine months ended September 30, 2026, compared to $27,590.4 recorded in the nine months ended September 30, 2025.

Previous 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+.

Current wording

Depreciation and amortization expense increased $73.1 to $5,589.9 for the nine months ended September 30, 2026 compared to $5,516.8 for the nine months ended September 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 $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 wording

Interest income decreased $16,569.9 to $21,646.2 for the nine months ended September 30, 2026 compared to $38,216.1 for the nine months ended September 30, 2025. The decrease was driven by the use of cash, cash equivalents, and restricted cash to purchase bitcoin and 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 $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 wording

Interest expense increased $19,380.8 to $35,147.1 for the nine months ended September 30, 2026 compared to $15,766.3 for the nine months ended September 30, 2025. The increase in interest expense was primarily attributable to higher accreted interest on our $1,000,000.0 convertible notes issued in May 2025, partially offset by lower accreted interest on the term loan assumed as a result of the WCT acquisition.

Previous 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.

Current wording

Investment loss was $119,958.3 for the nine months ended September 30, 2026, compared to investment income of $12,069.5 for the nine months ended September 30, 2025. The decrease was primarily due to $100,580.7 of realized losses on the sale of equity securities, $9,679.4 of realized gain primarily from our derivatives, $16,847.8 of unrealized loss from our equity securities holdings, and unrealized loss from derivative instruments on our bitcoin of $7,963.0.

Previous 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.

Current wording

Litigation settlements totaled a $1,922.9 gain for the nine months ended September 30, 2026, compared to $0.0 for the nine months ended September 30, 2025. The increase was primarily due to our conclusion of remaining legal matters related to events prior to our merger with DWAC in 2024.

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 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.

Current wording

Historically, as a private company, we financed operations primarily through cash proceeds from the issuance of Private TMTG Convertible Notes. During 2024 and 2025, 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 September 30, 2026 with $2,326,688.1 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 $977,264.0 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 $31,014.0 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+; (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).

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, and to satisfy our obligations to the holders of the Notes that may require us repurchase their Notes for cash on November 30, 2026 under the Indenture. 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, 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.

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. If some or all of the holders of the Notes elect to exercise their repurchase rights, we may take actions to address the Notes prior to or in connection with the repurchase date, including, among other things, entering into a new credit facility to refinance all or a portion of the Notes. Additionally, unless required under the terms of the Indenture, we do not believe the issuance of shares of our common stock in settlement of all or any portion of the notes would be an efficient use of our equity, so long as the market price of our common stock remains significantly below the conversion price of the Notes. 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

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).

Current wording

No shares of common stock were sold pursuant to the terms of the SEPA during the nine months ended September 30, 2026. As of September 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

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 wording

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 carry 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.

Previous wording

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 wording

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 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.

Previous wording

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 wording

Each holder of the Notes 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 principal amount 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 price then in effect for any 20 consecutive trading days during a 30-day trading period.

Previous wording

Net Cash Used in Operating Activities

Current wording

Net Cash Provided by/(Used in) Operating Activities

Previous wording

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.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2026 was $28,429.1, compared to $2,638.8 provided by operating activities during the nine months ended September 30, 2025, a change of $31,068.0. The decrease 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, an increase in merger related expenses, along with a shift in receiving option premiums paid in cash on our bitcoin-related holdings to receiving premiums paid in bitcoin.

Previous 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.

Current wording

Net cash provided by investing activities for the nine months ended September 30, 2026, was $79,758.5 compared to $1,973,108.2 used in investing activities during the nine months ended September 30, 2025. The difference was primarily due to the purchase of bitcoin and bitcoin-related securities during the period ended September 30, 2025, as we began purchasing digital assets and digital asset related securities for our corporate treasury strategy with capital raised through the issuance of convertible notes and a PIPE financing, compared to the period ended September 30, 2026 where we sold $266,171.3 of bitcoin-related securities, using sale proceeds to purchase $280,386.5 of bitcoin and equity securities, and also sold $100,000.0 of short-term investments.

Previous 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.

Current wording

Net cash used in financing activities for the nine months ended September 30, 2026 was $3,886.6 compared to $2,302,144.8 provided by financing activities for the nine months ended September 30, 2025. The cash used in financing activities in the nine months ended September 30, 2026 consists primarily of $4,286.7 from the repayment of debt, compared to the nine months ended September 30, 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 $14,662.8 of common stock repurchases.