Trump Media & Technology Group Corp.

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026 (as amended the “Annual Report”). Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report filed with the SEC, except as described below and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

Our digital asset treasury yield-generation activities expose us to significant risks including counterparty credit risk, operational risks, and potential loss of assets.

As part of our digital asset treasury strategy, we have deployed a portion of our bitcoin holdings to third-party counterparties through lending, placement, and other yield-generation arrangements designed to generate additional income on our treasury-held digital assets. These strategies are relatively new and the legal, regulatory, and market frameworks governing such activities remain subject to change.

Our yield-generation counterparties may not be rated by nationally recognized statistical rating organizations, and our ability to monitor their credit quality may accordingly be limited. Additionally, the volatility of bitcoin increases the likelihood that counterparties may default due to market downturns, liquidity crises, fraud, or other financial distress, and to the extent our arrangements are unsecured, we may be unable to recover deployed bitcoin in a counterparty insolvency. We are limited in our ability to sell, pledge, or otherwise use the deployed bitcoin while such arrangements are outstanding, and the counterparty can deploy those assets at its discretion. Where we have pledged bitcoin as collateral, certain arrangements permit counterparties to liquidate such bitcoin without prior notice if margin requirements are not met, and a rapid price decline could trigger forced liquidations at prices significantly below fair value.

Applicable insolvency and property law for digital assets remains unsettled; if a counterparty were to become insolvent, our bitcoin could potentially be treated as part of the counterparty’s bankruptcy estate, and we could be deemed an unsecured creditor with limited or no recovery, as illustrated in the cases of recent high-profile bankruptcies of companies including FTX, Celsius, Voyager, BlockFi and others. Our yield-generation activities also require us to rely on the security protocols of third-party counterparties and platforms, which may be subject to cyberattacks or operational failures resulting in the loss of our digital assets, and in certain arrangements private keys are controlled by the counterparty or its custodial partners. Certain counterparties may re-lend, re-pledge, or otherwise rehypothecate our deployed bitcoin to additional third parties, introducing layers of counterparty risk over which we have limited visibility or control.

Bitcoin deployed to third parties does not enjoy the protections available to cash or securities deposited with institutions subject to FDIC regulation; accordingly, no governmental insurance or guarantee program would make us whole in the event of a loss. The broader digital asset industry remains subject to significant contagion risks, and industry-wide failures can cascade across interconnected counterparties, depress liquidity, and create operational risks that impact our ability to recover deployed bitcoin. The concentration of our yield-generation activities with a limited number of counterparties amplifies this risk. Any of the foregoing risks, individually or in combination, could result in a partial or total loss of the bitcoin we have deployed to third parties, which could have a material adverse effect on our business, prospects, financial condition, and results of operations, and could cause a significant decline in the market price of our securities.

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.

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.

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.

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.

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.

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.

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.