Trump Media & Technology Group Corp.

Current report

Holders of our Notes may require us to repurchase their notes for cash on November 30, 2026, which could materially reduce our liquidity and capital resources.

Current report

On May 29, 2025, we issued 0.00% Convertible Senior Secured Notes due 2028 (the “Notes”) in an aggregate principal amount of $1.0 billion at an original issue discount of 4.0% for gross proceeds of $960.0 million. Pursuant to the Indenture, dated as of May 29, 2025, among us, U.S. Bank Trust Company, National Association, as trustee and collateral agent, and the guarantors party thereto (the “Indenture”), each holder of the Notes has the right, at such holder’s option, to require us to repurchase all or any portion of such holder’s Notes for cash on November 30, 2026 (the “Repurchase Date”), in integral multiples of $1,000 principal amount, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the Repurchase Date. In addition, if certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, each holder of the Notes may require us to repurchase that holder’s Notes for cash. See “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources—PIPE and Convertible Notes” in our Annual Report for additional information regarding the terms of the Notes and the Indenture.

Current report

If some or all of the holders of the Notes elect to exercise their repurchase right on the Repurchase Date, we could be required to pay up to approximately $1.0 billion in cash (plus any accrued and unpaid interest) to repurchase such Notes. We may not have sufficient cash on hand or access to financing to satisfy its repurchase obligations under the Indenture when they become due. 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. There can be no assurance that we will be able to enter into any such credit facility or other refinancing on acceptable terms, or at all, and any such credit facility may contain restrictive covenants, require the grant of security interests in our assets, bear interest at rates higher than equivalent instruments in the market or otherwise limit our operating and financial flexibility. In the event we are unable to address the Notes through such actions, we may be required to seek alternative debt financing or additional equity financing on terms that may not be favorable, sell our bitcoin or other digital asset holdings to fund such repurchases, or take other actions that could have a material adverse effect on our business, financial condition and results of operations. 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. There can be no assurance that we will be able to obtain such financing or sell assets on acceptable terms, or at all, or that the terms of any such financing or sales would not significantly dilute our shareholders or TAE’s shareholders following the TAE Merger.

Current report

In addition, the requirement to repurchase the Notes for cash could significantly reduce the capital and liquidity that would otherwise be available to us to fund our operations, research and development activities (including, after the closing of the TAE Merger, the development and commercialization of TAE’s fusion energy technology), working capital needs and other general corporate purposes following the TAE Merger. Furthermore, any failure to repurchase the Notes when required to do so would constitute an event of default under the Indenture, which could result in cross-defaults under other agreements governing our indebtedness and have further material adverse consequences for the Company, including for the combined company following the TAE Merger.

Current report

Litigation which we are not a party to, could materially reduce our ability to market Truth API, and result in a material reduction of our future revenues, operating results and future business opportunities.

Current report

In addition to the matter disclosed in Note 15, two other lawsuits have been filed that challenge TMTG’s Truth API service but do not name TMTG as a party. First, on August 12, 2026, The Intercept Media, Inc. and Freedom of the Press Foundation filed suit in the U.S. District Court for the Southern District of New York against President Donald J. Trump, two federal officials, the Executive Office of the President, and the White House office (Case No. 26-cv-6867). Plaintiffs seek declaratory and injunctive relief against the named defendants relating to the dissemination of information through Truth Social while TMTG operates Truth API. Non-party TMTG filed an amicus curiae brief in support of defendants. Second, on September 17, 2026, American Oversight and Campaign for Accountability filed a separate action in the U.S. District Court for the District of Columbia also against President Trump, five federal officials, the Executive Office of the President, the White House Office, the Department of Health and Human Services, the Department of Transportation, and the Federal Bureau of Investigation (Case No. 26-cv-3258). Plaintiffs seek declaratory and injunctive relief against the named defendants relating to the dissemination of information through Truth Social while TMTG operates Truth API.

Current report

While TMTG is not a party to these matters and litigation is inherently unpredictable, an unfavorable outcome could adversely impact the Company's ability to market, distribute, or otherwise continue commercializing Truth API, and could negatively affect revenues, operating results, and future business opportunities.