What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-01 · 316 added, 271 removed, 671 unchanged (47% of the section changed)

Financial Statements

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheets as of June 30, 2025 and December 31, 2024 and Statements of Operations, Stockholders’ (Deficit)/Equity and Cash Flows for the three and six months ending June 30, 2025

and June 30, 2024

TRUMP MEDIA & TECHNOLOGY GROUP CORP.

Unaudited Condensed Consolidated Balance Sheets

Unaudited Condensed Consolidated Statements of Operations

Unaudited Condensed Consolidated Statements of Stockholders’ Equity/(Deficit)

Unaudited Condensed Consolidated Statements of Cash Flows

Notes to Unaudited Condensed Consolidated Financial Statements

TRUMP MEDIA & TECHNOLOGY GROUP CORP.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

June 30, 2025

September 30, 2025

(Unaudited) (1)

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Property and equipment, net

Digital assets

Intangible assets, net

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Stockholders’ Equity:

Preferred Stock $ 0.0001 par value – 1,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2025 and December 31, 2024

Common Stock $ 0.0001 par value – 999,000,000 shares authorized, 277,310,193 and 220,657,014 shares issued and outstanding at June 30, 2025 and December 31, 2024

Preferred Stock $ 0.0001 par value – 1,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2025 and December 31, 2024

Common Stock $ 0.0001 par value – 999,000,000 shares authorized, 279,997,583 and 220,657,014 shares issued and outstanding at September 30, 2025 and December 31, 2024

Paid in capital

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(1) Under certain provisions of Accounting Standards Codification (“ASC”) 810, Consolidations, (“ASC 810”) we are required to separately disclose on our condensed consolidated balance sheets the assets of the consolidated variable interest entity (“VIE”) that are owned by the consolidated VIE and liabilities of the consolidated VIE as to which there is no recourse against us.

As of June 30, 2025, the total assets include $ 2,303.8 related to the consolidated VIE of which $ 2,303.8 is included in cash and cash equivalents.

As of September 30, 2025, the total assets include $ 1,899.9 related to the consolidated VIE of which $ 1,899.9 is included in cash and cash equivalents.

Total liabilities included related to the consolidated VIE were $ 0.0 .

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General and administration

Change in fair value of digital assets

Depreciation and amortization

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(in thousands, except share

Treasury Stock

Stockholders’

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( 2,888,288.6

Exercise of warrants

Common stock issued from SEPA

Acquisition of WCT, net of offering costs

Issuance of common stock for services

Treasury stock

Common stock for ARC settlement

Balance as of September 30, 2024

( 2,907,537.0

Balance as of December 31, 2024

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( 2,996,894.6

Exercise of warrants

Stock based compensation

Vesting of restricted stock units

Common stock issued to purchase digital assets

Treasury stock

Balance as of September 30, 2025

( 3,051,702.7

The Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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Condensed Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

(in thousands)

September 30,

Cash flows from operating activities

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Stock based compensation

Net unrealized gains on investments

Change in fair value of digital assets

Net unrealized loss on investments

Operating lease amortization

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Change in operating assets and liabilities

Prepaid expenses and other current assets

Other current assets

Accounts receivable

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Accounts payable and accrued expenses

Net cash used in operating activities

Net cash provided by/(used in) operating activities

Cash flows used in investing activities

Purchases of property and equipment

Purchase of intangible assets

Purchases of digital assets

( 1,436,000.0

Purchases of short-term investments

Proceeds from sales of short-term investments

Purchases of trading securities

Sale of trading securities

Sales of trading securities

Net cash used in investing activities

( 1,973,108.2

Cash flows provided by financing activities

Proceeds of convertible notes

Repayment of long-term debt

Proceeds from merger

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Payments of debt and equity offering costs

Repurchase of common stock

Repurchases of common stock

Proceeds from SEPA, net

Proceeds from the exercise of warrants, net

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Operating lease assets obtained in exchange for operating lease obligations

Common stock issued for business combination

Common stock issued for digital assets

Debt and equity offering costs

Digital assets exchanged for other digital assets

The Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

(Amounts in thousands, except share and per share data)

(Amounts in thousands, except share, per share, and quantity data)

NOTE 1 - DESCRIPTION OF BUSINESS

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f/k/a Trump Media & Technology Group Corp.

(“Private TMTG” or

“Predecessor TMTG” or, prior to the closing on March 25, 2024, “TMTG”), which changed its name from Trump Media Group Corp.

(“Private TMTG” or “Predecessor

TMTG” or, prior to the closing on March 25, 2024, “TMTG”), which changed its name from Trump Media Group Corp.

in October 2021.

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, a social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations, as well as Truth+, a streaming platform focusing on family friendly

live TV channels and on-demand content.

TMTG is also launchingTruth.Fi, a financial services and FinTech brand incorporating America First investment vehicles, and a digital asset strategy--including a Bitcoin treasury--to help ensure the Company’s

financial freedom and protect against discrimination by financial institutions.

The mission of TMTG is to end Big Tech’s assault on free speech by opening up the Internet and giving people their voices

channels and on-demand content.

TMTG is also launching Truth.Fi, a financial services and FinTech brand incorporating America First investment vehicles, and a digital asset strategy--including a bitcoin and Cronos treasury--to help ensure the

Company’s financial freedom and protect against discrimination by financial institutions.

On March 25, 2024, TMTG consummated the transactions contemplated by the Merger Agreement dated October 20, 2021, between Digital World Acquisition Corp.

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Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, upon the Closing, DWAC Merger Sub merged with and into TMTG, with TMTG surviving as a wholly owned subsidiary of Digital World.

TMTG’s stockholders received 87,500,000 shares of Digital World Class A common stock (excluding 40,000,000 Earnout Shares), subject to certain adjustments and earnout provisions, in exchange for TMTG common stock.

TMTG’s stockholders (excluding former TMTG noteholders) received 87,500,000 shares of Digital World Class A common stock (excluding 40,000,000 Earnout Shares), subject to certain adjustments and earnout provisions, in exchange for TMTG common stock.

This was, in substance, a continuation of the TMTG shareholders’ equity interests in the TMTG business, plus up to an additional 7,854,534 shares of New Digital World common stock to be issued upon conversion of outstanding TMTG Convertible Notes immediately prior to the Closing.

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Basis of Presentation

We conduct and plan to continue to conduct our activities in such a manner as not to be deemed an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Therefore, no more than 40% of our total assets can be invested in investment securities, as such term is defined in the Investment Company Act.

In addition, we do not invest or intend to invest in securities as our primary business.

Events beyond our control, including significant appreciation or depreciation in the market value of certain of our publicly traded holdings could result in us inadvertently becoming an investment

company that is required to register under the Investment Company Act.

Following such events or certain transactions, an exemption under the Investment Company Act would provide us up to one year to take steps to avoid becoming classified as an

investment company.

We expect to take steps to avoid becoming classified as an investment company, but no assurance can be made that we will successfully be able to take the steps necessary to avoid becoming classified as an investment company.

The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

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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.

for the interim periods are not necessarily indicative of the results to be expected for any subsequent period or for the year ending December 31, 2025.

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 Form 10-K for the year ended December 31, 2024 (the “Annual Report”).

The results for

the interim periods are not necessarily indicative of the results to be expected for any subsequent period or for the year ending December 31, 2025.

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 Form 10-K for the year ended December 31, 2024 (the “Annual Report”).

Use of Estimates

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Material estimates and assumptions reflected in the unaudited condensed consolidated financial statements relate to and include, but are

not limited to, fair value of intangible assets acquired in business acquisitions, recoverability of goodwill and intangibles, fair value of short-term investments and trading securities, the fair value of our option liabilities, useful lives of

intangibles and depreciable assets, and stock-based compensation.

not limited to, fair value of intangible assets acquired in business acquisitions, recoverability of goodwill and intangibles, fair value of short-term investments, trading securities, and digital assets, the fair value of our option liabilities and

asset, useful lives of intangibles and depreciable assets, and stock-based compensation.

Principles of Consolidation

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GAAP requires the assessment of whether an entity is a VIE and, if so, if we are the primary beneficiary at the inception of the entity or at a reconsideration event.

Additionally, GAAP requires the consolidation of

VIEs in which a company has a controlling financial interest.

Additionally, GAAP requires the

consolidation of VIEs in which a company has a controlling financial interest.

A controlling financial interest will have both of the following characteristics:

(a) the power to direct the activities of a VIE that most significantly impact the VIE’s economic

performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

(a) the power to direct the activities of a VIE that most significantly impact the VIE’s

economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

On April 2, 2025, we provided initial operational funding to Yorkville America, LLC, (“Yorkville America”), through a services agreement and licensing agreement.

Yorkville America, through its subsidiaries serves as the

Registered Investment Advisor for investment vehicles and financial products which focus on investments in American growth, manufacturing, energy companies, and digital assets, as well as investments that strengthen the Patriot Economy.

the terms of the services agreement, we will provide a majority of the operational funding for Yorkville America, in exchange for a majority of their net profit.

Additionally, through a licensing agreement, Yorkville America may utilize Truth.Fi

intellectual property to market their investment vehicles and financial products.

Registered Investment Advisor for investment vehicles and financial products which focus on investments in American growth, manufacturing, energy companies, security and defense, and digital assets, as well as investments that strengthen the

Patriot Economy.

Pursuant to the terms of the services agreement, we will provide a majority of the operational funding for Yorkville America, in exchange for a majority of their net profit.

Additionally, through a licensing agreement, Yorkville

America may utilize Truth.Fi and certain Truth Social intellectual property to market their investment vehicles and financial products.

Substantially all of the business activity of Yorkville America is conducted on behalf of TMTG.

We determined this represented a variable interest in Yorkville

We determined

this represented a variable interest in Yorkville America.

We do not maintain any equity ownership in Yorkville America.

We determined that TMTG has the power to direct the activities that most significantly impact Yorkville America’s economic performance through our disproportionate economic rights and obligations, and that

substantially all of Yorkville America’s activities are conducted on behalf of TMTG.

that substantially all of Yorkville America’s activities are conducted on behalf of TMTG.

Through meeting the criterion of a controlling financial interest, we determined that TMTG is the primary beneficiary of Yorkville America.

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We have not provided any guarantees related to Yorkville America and no creditors of Yorkville America have recourse to the general credit of TMTG.

As of June 30, 2025, we held a variable interest in two VIEs for which we are not the primary beneficiary.

As of September 30, 2025, we held a variable interest in four VIEs for which we are not the primary beneficiary.

Yorkville America sponsors certain investment products, including exchange-traded funds, for which it earns a Sponsor Fee in exchange for providing management and advisory services.

The Sponsor Fees represent the primary economic interest in the VIEs.

TMTG nor any of our consolidated entities hold equity investments or other financial interest in the VIEs as of June 30, 2025.

TMTG nor any of our consolidated entities hold equity investments or other financial interest in the VIEs as of September 30, 2025.

As a result, Yorkville America controls the power to direct the activities most significant to these VIEs performance, although the obligation to absorb losses and the right to receive benefits from the VIE is held by the shareholders of the sponsored investment products.

The Sponsor Fees do not represent a variable interest that could potentially be significant to the economic performance of the VIEs.

Our maximum exposure to loss as a result of our involvement with the unconsolidated VIEs is limited only to our loss of future Sponsor Fees and uncollected fee receivables in this VIE, which was $ 0 as of June 30, 2025 and December 31, 2024.

We may be subject to additional losses to the extent of any financial support that we voluntarily provide in the future.

The sponsored investment products of the unconsolidated VIEs did not have any assets or liabilities as of June 30, 2025 and December 31, 2024.

The sponsored investment products of the unconsolidated VIEs did not have any assets or liabilities as of September 30, 2025 and December 31, 2024.

Restricted cash

Restricted cash consists of cash equivalents held as collateral with the Collateral Agent to our Notes (Note 8).

Restricted cash consists of cash equivalents held as collateral with the Collateral Agent to our Notes (Note 9) and as security on unexpired put options.

Unearned revenue

Unearned revenue primarily consisted of billings or payments received from customers in advance of revenue recognized for the services provided to our customers or annual licenses and was recognized as services were performed or ratably over the life of the license.

We generally invoice customers in advance or in milestone-based installments.

Unearned revenue of $ 246.7 and $ 1,010.7 was recognized as revenue for the three and six months ended June 30, 2025, respectively, which was included in the unearned revenue balance as of December 31, 2024.

As of June 30, 2025, we have fulfilled all services pursuant to previously unearned revenue and recognized all related revenue.

Unearned revenue primarily consists of billings or payments received from customers in advance of revenue recognized for the services provided to our customers and is recognized as services are performed.

Unearned revenue from subscription contracts is recognized on a straight-line basis over the term of the contract.

Unearned revenue of $ 0.0 and $ 1,010.7 was recognized as revenue for the three and nine months ended September 30, 2025, respectively, and is included in the unearned revenue balance as of December 31, 2024.

Unearned revenue as of September 30, 2025, was generated from paid subscriptions to Truth+ and is expected to be recognized during the succeeding 12 -month period;

therefore it is presented as a current liability on the condensed consolidated balance sheets.

Investments in equity securities are classified by individual security as available-for-sale or trading securities.

Our trading securities consist primarily of equity exchange traded funds that invest in digital assets.

We had trading securities of $ 122,366.4 at June 30, 2025 and $ 0.0 at December 31, 2024, respectively, that are carried on our balance sheet at fair value.

Our trading securities consist primarily of equity exchange traded funds that invest in digital assets, and also include purchased call options.

We had trading securities of $ 587,505.1 at September 30, 2025 and $ 0.0 at December 31, 2024, that are carried on our balance sheet at fair value.

Unrealized gains and losses associated with trading securities are reflected in the condensed consolidated statement of operations.

We did not have any investments classified as available-for-sale as of June 30, 2025.

From time to time, we may write covered put and call options on digital asset related securities, as part of our digital asset treasury strategy to generate premium income and purchase digital assets

and related securities at lower effective prices.

These options are covered by cash collateral to cover potential purchases.

As of September 30, 2025, $ 455,000.0 of our trading securities served as collateral to convertible notes (Note 9).

We did not have any investments classified as available-for-sale as of September 30, 2025.

We manage our exposure to bitcoin price fluctuation through derivative instruments on 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 options or 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.

Written covered put and call options on bitcoin related securities generate premium income and allow us to purchase bitcoin related securities at lower effective prices.

The put options are covered by

cash collateral to cover potential purchases and the call options are covered by our ownership in the underlying security.

In exchange for this commitment, we receive premiums immediately paid in cash.

The difference between the premium and the

amount paid while affecting a closing purchase transaction, including brokerage commission, is also treated as a realized investment gain or loss.

The difference between the premium received 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 option expires worthless, we

keep the full premium as profit with no obligation to purchase.

If a put option is exercised, we buy the security at the strike price using the cash 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 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

If the written option expires

worthless, we keep the full premium as profit with no obligation to purchase.

If a put option is exercised, we buy the security at the strike price using the cash 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 security underlying the written option.

The aggregate fair value of unexpired options written are included in accounts payable and accrued expenses in the condensed consolidated balance sheets.

The aggregate fair value of unexpired options written is included in accounts payable and accrued expenses in the condensed consolidated balance sheets.

Cash held as collateral for written options is classified as restricted cash on the condensed consolidated balance sheet.

Securities held as collateral for outstanding call options are presented within trading securities on the condensed consolidated balance sheet.

As of June 30, 2025, we did not have any outstanding put options restricting use of our cash balance.

Securities held as collateral for outstanding written call options are presented within trading securities on the condensed consolidated balance sheet.

As of September 30, 2025, we had $ 309,000.0 of restricted cash covering our unexpired put options.

We did not have unexpired covered call options as of September 30, 2025.

We record these derivative instruments on our condensed consolidated balance sheets at fair value and typically do not offset derivative assets and liabilities.

Cash flows from derivative financial

instruments and the related gains and losses are classified as cash flows from operating activities on the condensed consolidated statements of cash flows.

The changes in the fair values of these option contracts are immediately recognized as

investment income in our condensed consolidated statements of operations.

Digital Assets

Our digital assets consist of our investments in bitcoin and Cronos.

We retain ownership of and control over our digital assets and use third-party custodial services to secure them.

The cost basis of

our digital assets is calculated using the weighted-average method.

Digital assets purchased are initially recorded at cost, including capitalized transaction costs or fees, and subsequently, remeasured at fair value based on the exchange quoted price throughout the

reporting period, with changes in fair value recognized on the condensed consolidated statement of operations.

Concentrations of risks

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These deposits may generally be redeemed upon demand and in our opinion bear minimal risk.

One advertising platform accounted for 91 % and 93 % of our total revenue for the six months ended June 30, 2025 and 2024, respectively.

One advertising platform accounted for 85 % and 94 % of our total revenue for the nine months ended September 30, 2025 and 2024, respectively.

In order to reduce the risk of downtime of the media offerings we provide, we have established data centers in various geographic regions.

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recognized in net income for each reporting period.

We determine the fair value of bitcoin in accordance with ASC 820, Fair Value Measurement , based on quoted (unadjusted) prices on its principal market.

We determine the fair value of bitcoin and Cronos in accordance with ASC 820, Fair Value Measurement , based on quoted (unadjusted) prices on its principal

This update also requires certain interim and annual disclosures for digital assets within the scope of the standard.

This ASU is effective for fiscal years beginning after December 15, 2024.

This adoption of this standard will have a prospective

material impact on the presentation of our condensed consolidated financial statements, due to our addition of digital assets to our balance sheet subsequent to June 30, 2025.

The adoption of this standard will have a

material impact on the presentation of our condensed consolidated financial statements, due to our addition of digital assets to our balance sheet.

In December 2023, the FASB issued ASU, 2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” or ASU 2023-09.

ASU 2023-09 requires

additional disaggregated disclosures on an entity’s effective tax rate reconciliation and additional details on income taxes paid.

ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods

beginning after December 15, 2024.

Improvements to Income Tax Disclosures.

ASU 2023-09 requires additional disaggregated

disclosures on an entity’s effective tax rate reconciliation and additional details on income taxes paid.

ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15,

The adoption of ASU 2023-09 did not have a material impact on our unaudited condensed consolidated financial statements.

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condensed consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurements of Credit Losses for Accounts Receivable and Contract Assets .

The amendments in this update provide 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 ASC 606.

Under ASU 2025-05,

an entity is required to disclose whether it has elected to use the practical expedient.

An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated.

ASU 2025-05 is

effective for the Company beginning in the fiscal year ending December 31, 2026.

We are currently evaluating the impacts of the adoption of ASU 2025-05 on our consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting

for Internal-Use Software.

ASU 2025-06 modernizes the outdated guidance for accounting for software costs by aligning the accounting with how software is developed today.

This ASU is effective for annual and interim periods beginning after December

Early adoption is permitted.

The amendments in this ASU should be applied either prospectively, retrospectively, or utilizing a modified transaction approach.

We are currently evaluating the impact of ASU 2025-06 on our consolidated

financial statements and related disclosures.

NOTE 3 – RECAPITALIZATION

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Common stock immediately after the Business Combination (2)

(1) Notes converted into Private TMTG shares immediately prior to consummation of the Business Combination.

(2) Excludes 1,024,517 additional shares issued to former Digital World Class B shareholders in connection with a court order in September 2024.

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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.

use a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Quoted prices (unadjusted) in active markets for identical assets or liabilities.

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Significant unobservable inputs which are supported by little or no market activity.

As of June 30, 2025

Quoted prices

identical assets

As of September 30, 2025

Significant unobservable

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Repurchase agreements

Trading securities

Exchange traded funds (2)

Call option asset (2)

Digital assets

Total assets measured at fair value

Options premium liability (2)

Option premium liabilities (3)

Convertible notes

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(1) Money market funds are reflected in cash, cash equivalents, and restricted cash in the condensed consolidated balance sheets.

(2) Options premium liability is reflected in accounts payable and accrued expenses in the condensed consolidated balance sheets.

The fair value of our money market funds, repurchase agreements, trading securities, and option premium liability are classified within Level 1, because we use quoted market prices to determine their

(2) Reflected in trading securities in the condensed consolidated balance sheets.

(3) Option premium liabilities is reflected in accounts payable and accrued expenses in the condensed consolidated balance sheets.

The fair value of our money market funds, repurchase agreements, trading securities, digital assets, call option asset and option premium liabilities are classified within Level 1, because we use quoted

market prices to determine their fair value.

Options and exchange traded funds are valued based on the last trade price on the primary exchange on which they are traded.

We have not experienced any material losses related to these securities.

NOTE 5 – DIGITAL ASSETS

Our digital asset holdings as of September 30, 2025 and December 31, 2024 consist of the following:

As of September 30, 2025

As of December 31,

756,079,523.00

The following table presents a reconciliation of our digital asset holdings:

Balance at December 31, 2024

Purchases of digital assets

Exchange of digital assets

Sale of digital assets

Change in fair value

Balance at September 30, 2025

As of September 30, 2025, we had 4,260.73 bitcoin with a fair value of $ 487,311.5 serving as collateral to convertible notes (Note 9).

We are restricted from selling this bitcoin subject to meeting certain Loan-to-Collateral Ratio requirements, with restrictions lifted no later than maturity of the convertible notes on May 29, 2028 .

We are also restricted from selling 684,427,004 Cronos with a fair value of $ 132,689.2 pursuant to a Purchase Agreement, which allows us to sell up to specified percentages of our restricted Cronos over a three-year period ending on August 26, 2028.

NOTE 6– GOODWILL AND INTANGIBLE ASSETS

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Goodwill related to acquisitions

Balance at June 30, 2025

Balance at September 30, 2025

Finite-lived intangible assets, net are summarized as follows:

June 30, 2025

September 30, 2025

Gross Carrying

Net Carrying Amount

Carrying Amount

Finite-lived intangible asset

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Intangible assets, net

Amortization expense was $ 1,379.6 and $ 0.0 for the three months ended June 30, 2025 and 2024, respectively, and $ 2,744.0 and $ 0.0 for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, the weighted-average remaining amortization period for amortizable intangible assets was 4.10 years.

Amortization expense was $ 1,394.7 and $ 501.7 for the three months ended September 30, 2025 and 2024, respectively, and $ 4,138.7 and $ 501.7 for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, the weighted-average remaining amortization period for amortizable intangible assets was 3.84 years.

December 31, 2024

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Accumulated Amortization

Net Carrying Amount

Carrying Amount

Finite-lived intangible asset

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Intangible assets, net

Based on the balance of finite-lived intangible assets at June 30, 2025, expected future amortization expense is as follows:

Based on the balance of finite-lived intangible assets at September 30, 2025, expected future amortization expense is as follows:

Year Ending December 31:

2025 (remainder of)

NOTE 7 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

June 30, 2025

September 30, 2025

December 31, 2024

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Property and equipment, net

Total depreciation expense was $ 453.9 and $ 3.7 for the three months ended June 30, 2025 and 2024, respectively, and was $ 868.7 and $ 9.3 for the six months ended June 30, 2025 and 2024, respectively.

Total depreciation expense was $ 509.4 and $ 260.6 for the three months ended September 30, 2025 and 2024, respectively, and was $ 1,378.1 and $ 269.8 for the nine months ended September 30, 2025 and 2024, respectively.

NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

June 30, 2025

September 30, 2025

December 31, 2024

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Other accrued expenses

Options premium liability

Option premium liabilities

Income tax payable

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Within 45 days of closing, we were required to have a 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.

Required collateral of $ 1,000,000.0 was delivered to the Collateral Agent subsequent to June 30, 2025, and within 45 days of closing.

We recorded the $ 1,000,000.0 earmarked for delivery to the Collateral Agent as restricted cash in our condensed consolidated balance sheet.

We may utilize the restricted cash to purchase Bitcoin to serve as collateral in order to meet our Loan-to-Collateral Ratio.

Required collateral of $ 1,000,000.0 was delivered to the Collateral Agent within 45 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 September 30, 2025, we have $ 26,838.8 of restricted cash, $ 455,000.0 of trading securities, and $ 487,311.5 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.

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We are also subject to other customary covenants under the terms of the Indenture.

For the three and six months ended June 30, 2025, we accreted $ 3,914.7 of interest expense on the Notes.

For the three and nine months ended September 30, 2025, we accreted $ 11,344.8 and $ 15,259.5 , respectively, 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, 2025 was $ 1,124,246.6 , and is based on unobservable inputs in which there is little or no market data and therefore is classified as a Level 3 fair value measurement.

The estimated fair value of the Notes as of September 30, 2025 was $ 1,013,040.6 , and is based on unobservable inputs in which there is little or no market data and therefore is classified as a Level 3 fair value measurement.

We assumed a loan from our business combination with WorldConnect Technologies, LLC.

As of June 30, 2025, and December 31, 2024, the term loan had a carrying amount of $ 9,994.0 and $ 9,616.7 , respectively, with $ 4,968.0 and $ 4,780.5 of the term loan due within 12 months of June 30, 2025 and December 31, 2024, respectively.

For the three and six months ended June 30, 2025, we accreted interest expense of $ 190.5 and $ 377.3 related to the term loan.

The term loan carries an effective interest rate of 7.72 % per annum and requires future payments of $ 5,000.0 in both August 2025 and August 2026, and $ 500.0 in August 2027.

Future minimum payments of the long-term debt as of June 30, 2025 is as follows:

As of September 30, 2025, and December 31, 2024, the term loan had a carrying amount of $ 5,123.6 and $ 9,616.7 , respectively, with $ 4,689.4 and $ 4,780.5 of the term loan due within 12 months of September 30, 2025 and December 31, 2024, respectively.

For the three months ended September 30, 2025 and 2024, we accreted interest expense of $ 97.6 and $ 120.2 , respectively, and for the nine months ended September 30, 2025 and 2024, accreted interest expense of $ 506.8 and $ 120.2 , respectively, related to the term loan.

The term loan carries an effective interest rate of 7.72 % per annum and requires future payments of $ 5,000.0 in August 2026 and $ 500.0 in August 2027.

Future minimum payments of the long-term debt as of September 30, 2025 is as follows:

Year Ending December 31:

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NOTE 10 – LEASES

During the six months ended June 30, 2025, the Company did no t enter into additional leases with terms longer than 1 year.

During the nine months ended September 30, 2025, the Company did no t enter into additional leases with terms longer than 1 year.

We elected not to recognize ROU assets and lease liabilities arising from short-term leases with initial terms of twelve months or less (deemed immaterial) on the condensed consolidated balance sheets.

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The weighted average incremental borrowing rate applied was 7.86 %.

As of June 30, 2025, our leases had a remaining weighted average term of 3.17 years.

As of September 30, 2025, our leases had a remaining weighted average term of 2.94 years.

Operating leases are included in the consolidated balance sheets as follows:

Classification

June 30, 2025

September 30, 2025

December 31, 2024

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Three months ended

June 30, 2025

June 30, 2024

Operating lease costs

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Total lease costs

Six months ended

June 30, 2025

June 30, 2024

Nine months ended

Operating lease costs

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Total lease costs

Future minimum payments under non-cancellable leases for operating leases for the remaining terms of the leases following the year ended June 30, 2025, are as follows:

Future minimum payments under non-cancellable leases for operating leases for the remaining terms of the leases following the year ended September 30, 2025, are as follows:

2025 (remainder of)

Total future minimum lease payments

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NOTE 11 - INCOME TAXES

The estimated annual effective tax rate applied to the six months ended June 30, 2025, is 0.8 % which differs from the US federal statutory rate of 21 % principally due to the projection of U.S.

The estimated annual effective tax rate applied to the nine months ended September 30, 2025, is 0.4 % which differs from the US federal statutory rate of 21 % principally due to the projection of U.S.

net operating loss for the fiscal 2025 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, 2025, we had US Federal and state net operating loss carryforwards (“NOLs”) with a tax benefit of $ 39,582.1 .

As of September 30, 2025, we had US Federal and state net operating loss carryforwards (“NOLs”) with a tax benefit of $ 43,816.9 .

NOLs are available for use indefinitely.

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An affiliate of the Digital World Sponsor ARC agreed to make available to the Digital World certain general and administrative services, including office space, utilities and administrative services, as Digital World required from time to time.

The agreement with the Sponsor was terminated on April 5, 2023, and $ 221.0 was unpaid as of June 30, 2025.

The agreement with the Sponsor was terminated on April 5, 2023, and $ 221.0 was unpaid as of September 30, 2025.

During 2022, the Digital World Sponsor paid, on behalf of Digital World, $ 470.8 to a vendor for costs incurred by Digital World and $ 41.0 directly to Digital World.

As of June 30, 2025, our obligation to the Sponsor for such payments was outstanding in the amount of $ 41.0 .

As of September 30, 2025, our obligation to the Sponsor for such payments was outstanding in the amount of $ 41.0 .

Placement Agent Fee

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Of the consideration paid, $ 41,328.4 was netted against proceeds due from Yorkville Securities for the purchase of shares of our common stock and $ 30,571.0 was paid in cash.

As of June 30, 2025, we did not have any amount payable due to Yorkville Securities.

As of September 30, 2025, we did not have any amount payable due to Yorkville Securities.

In connection with the Equity PIPE Subscription Agreement, Yorkville Advisors Global LP, an affiliate of Yorkville America, purchased shares of our common stock for aggregate proceeds equal to $ 208,671.6 .

Yorkville America Transaction

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 and professional fees totaling $ 125.0 and $ 200.0 for the three and nine months ended September 30, 2025, respectively, to affiliates of Yorkville America related to the management of our VIE.

NOTE 13 – LOSS PER SHARE

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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.

There were no dilutive potential common shares for the periods ended June 30, 2025 and 2024 because we incurred a net loss and the potential dilutive shares are anti-dilutive.

There were no dilutive potential common shares for the periods ended September 30, 2025 and 2024 because we incurred a net loss and the potential dilutive shares are anti-dilutive.

Total common stock equivalents excluded from dilutive earnings/loss per share are as follows:

June 30, 2025

June 30, 2024

Convertible notes

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The amount and timing of repurchases are subject to a variety of factors including liquidity, share price, market conditions, and legal requirements, and will be funded by available cash and cash equivalents.

As of June 30, 2025, no shares have been repurchased.

As of September 30, 2025, we had repurchased 355,208 shares at an average price of $ 18.02 per share and total cost of $ 6,400.1 , in accordance with the program.

On August 26, 2025, we entered into a privately negotiated purchase agreement (the “Purchase Agreement”) with Foris Holdings US, Inc.

(“Foris”) the parent company of Crypto.com.

Pursuant to the Purchase Agreement, we transferred to Foris 2,797,985 shares of our common stock, par value $ 0.0001 per share, and $ 50,000.0 of cash, in exchange for 684,427,004 Cronos, which is the native cryptocurrency of the Cronos blockchain.

The following table summarizes warrant activity:

Average Exercise Price

Average Remaining Contractual

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Expired or cancelled

Outstanding at June 30, 2025

Exercisable at June 30, 2025

Outstanding at September 30, 2025

Exercisable at September 30, 2025

NOTE 15 – STOCK BASED COMPENSATION

2024 Equity Incentive Plan

At our Annual Meeting of Stockholders on April 30, 2025, our stockholders approved our amended and restated 2024 Equity Incentive Plan to automatically increase the then available share pool each January 1 commencing in 2026 through 2034 by an amount equal to 5 % of the total number of shares of common stock outstanding as of the prior December 31, each year.

At our Annual Meeting of Stockholders on April 30, 2025, our stockholders approved our amended and restated 2024 Equity Incentive Plan to automatically increase the available share pool each January 1 commencing in 2026 through 2034 by an amount equal to 5 % of the total number of shares of common stock outstanding as of the prior December 31, each year.

The name of the 2024 Plan has been updated to the Trump Media & Technology Group Corp.

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Outstanding at January 1, 2025

Outstanding at June 30, 2025

The aggregate fair value of awards that vested in the three and six months ended June 30, 2025 was $ 19,560.6 and $ 25,359.9 , respectively, which represents the market value of our common stock on the date that the RSUs vested.

Outstanding at September 30, 2025

The aggregate fair value of awards that vested in the three and nine months ended September 30, 2025 was $ 4,083.0 and $ 29,442.9 , 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, 2025, unrecognized compensation expense related to non-vested equity grants was $ 66,265.0 with an expected remaining weighted-average recognition period of approximately 1.78 years.

As of September 30, 2025, unrecognized compensation expense related to non-vested equity grants was $ 70,463.7 with an expected remaining weighted-average recognition period of approximately 1.88 years.

NOTE 16 – INVESTMENT INCOME

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Three months ended

Six months ended

Option premium income

Realized gain on sale of trading securities

Unrealized gain on trading securities

Change in fair value of premium liability

Unrealized loss on trading securities

Change in fair value of option premiums

NOTE 17 - COMMITMENTS AND CONTINGENCIES

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Except as indicated below, to the knowledge of our Management Team, there is no litigation currently pending or contemplated against us, or against any of our property.

Litigation with United Atlantic Ventures (“UAV”) in Delaware

On July 30, 2021, an attorney for the Trump Organization, on behalf of President Trump, declared void ab initio a services agreement that had granted Private TMTG, among other things, extensive intellectual property and digital media rights related to President Trump for purposes of commercializing the various Private TMTG initiatives (the “Services Agreement”).

Neither Private TMTG nor Digital World was a party to such agreement.

On each of January 18, 2024 and February 9, 2024, Digital World received letters from counsel to UAV, a party to the Services Agreement.

The letters contained certain assertions and enclosed a copy of the Services Agreement that had been declared void two and a half years earlier.

Specifically, counsel for UAV claims that the Services Agreement grants UAV rights to (1) appoint two directors to TMTG and its successors (i.e., TMTG after the Business Combination), (2) approve or disapprove of the creation of additional TMTG shares or share classes and anti-dilution protection for future issuances, and (3) a $ 1.0 million expense reimbursement claim.

In addition, UAV asserts that the Services Agreement is not void ab initio and claims that certain events following the July 30, 2021 notification support its assertion that such Services Agreement was not void.

On February 6, 2024, a representative of UAV sent a text message to a representative of a noteholder of TMTG suggesting that UAV might seek to enjoin the Business Combination.

On February 9, 2024, Private TMTG received from counsel to UAV a letter similar to those letters received by Digital World, which also threatened Private TMTG with legal action regarding UAV’s alleged rights in Private TMTG, including, if necessary, an action to enjoin consummation of the Business Combination.

On February 28, 2024, UAV filed a verified complaint against Private TMTG in the Court of Chancery seeking declaratory and injunctive relief relating to the authorization, issuance, and ownership of

stock in Private TMTG and filed a motion for expedited proceedings (C.A.

2024-0184-LWW).

On March 4, 2024, UAV filed an amended complaint, converting their action from a direct action to a purported derivative action, and adding members of the

Private TMTG board as defendants.

On March 9, 2024, the Court of Chancery held a hearing to decide UAV’s motion to expedite proceedings.

During the oral argument, Private TMTG agreed that any additional shares of Private TMTG issued prior to or upon

the consummation of the Business Combination would be placed in escrow pending a resolution of the dispute between the parties.

The Court of Chancery entered an order consistent with the foregoing on March 15, 2024, and scheduled a status conference

for April 1, 2024.

On April 2, 2024, UAV filed a motion for leave to file a second amended complaint together with a motion for preliminary injunction and a motion for contempt and anti-suit injunction related to Private TMTG’s filing of a separate

litigation against UAV and others in Florida state court.

Private TMTG maintains that the contempt claims are meritless.

On April 9, 2024, the Court of Chancery granted the motion for leave to file a second amended complaint and re-assigned the case

to a new judge.

On April 11, 2024, UAV filed its second amended complaint, naming the prior Defendants together with five new defendants—TMTG and the current directors on the TMTG Board who were not on Private TMTG’s board of directors.

2024, all of the Defendants moved to vacate the Court of Chancery’s prior order expediting the matter.

Additionally, all of the Defendants moved to dismiss the second amended complaint.

Following briefing and oral argument on the motion to vacate, on

April 30, 2024, the Court of Chancery vacated the prior provisions of the March 15 order expediting the matter.

On May 6, 2024, UAV filed its Renewed Motion for Contempt of the March 15, 2024 Order against Private TMTG (“First Contempt Motion”)

seeking, among other things, to enjoin Private TMTG and related parties from prosecuting certain claims in Florida state court.

On May 8, 2024, the Court of Chancery stayed discovery and granted a protective order with respect to all discovery served

on Defendants and all other persons from whom discovery was being sought.

On June 5, 2024, UAV filed for leave to again amend its complaint.

The Court of Chancery granted the motion for leave to amend on July 8, 2024, and UAV filed its Third Amended Complaint on July 9, 2024.

The Third Amended Complaint dismissed as defendants three current TMTG directors (W.

Kyle Green, Linda McMahon, and Robert Lighthizer) and added four former Digital World directors (Frank J.

Andrews, Patrick F.

Orlando, Edward J.

Preble, and Jeffrey

On July 17, 2024, UAV filed a second contempt motion against Private TMTG and TMTG (“Second Contempt Motion”) alleging additional violations of the March 15 Order.

On August 27, 2024, the Court of Chancery denied both the First Contempt

Motion and the Second Contempt Motion.

On October 8, 2024, UAV voluntarily dismissed Mr.

Orlando with prejudice.

On May 15, 2025, the Court held a hearing on the remaining defendants’ motion to dismiss on the Third Amended Complaint and an

additional motion to dismiss or stay on the basis of temporary presidential immunity.

Litigation with ARC, Patrick Orlando, UAV, Andrew Litinsky, and Wesley Moss in Florida

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Orlando filed a motion to compel.

October 1, 2024, Digital World and Private TMTG filed a motion for an order to show cause why ARC and Mr.

Orlando should not be held in further contempt and subject to increased sanctions for their failure to comply with the Court’s September 18

contempt order.

On October 3, 2024, Mr.

On October 1, 2024,

Digital World and Private TMTG filed a motion for an order to show cause why ARC and Mr.

Orlando should not be held in further contempt and subject to increased sanctions for their failure to comply with the Court’s September 18 contempt order.

October 3, 2024, Mr.

Orlando filed an amended motion to dismiss the Second Amended Complaint or, alternatively, to stay the action.

On October 15, 2024, ARC filed an amended answer, defenses, and affirmative defenses to the

Second Amended Complaint, counterclaim, and third-party complaint, naming 9 additional defendants:

On October 15, 2024, ARC filed an amended answer, defenses, and affirmative defenses to the Second Amended Complaint,

counterclaim, and third-party complaint, naming 9 additional defendants:

Luis Orleans-Braganza, Lee Jacobson, Bruce J.

Garelick, Justin Shaner, Eric Swider, Rodrigo Veloso, Ed Preble, Frank Andrews, and Jeffrey Smith.

October 21, 2024, UAV, Mr.

On October 21, 2024, UAV, Mr.

Moss, and Mr.

Litinsky jointly filed 3 motions:

a motion to dismiss the Second Amended Complaint for failure to state a cause of action, motion to stay pending resolution of the Delaware Action, and motion to dismiss for

improper venue.

On November 1, 2024, Digital World and Private TMTG filed a supplemental brief in support of the October motion for order to show cause and a fee petition to recover attorneys’ fees pursuant to the September 18 contempt order.

a motion to dismiss the Second Amended Complaint for failure to state a cause of action, motion to stay pending resolution of the Delaware Action, and motion to dismiss for improper venue.

1, 2024, Digital World and Private TMTG filed a supplemental brief in support of the October motion for order to show cause and a fee petition to recover attorneys’ fees pursuant to the September 18 contempt order.

On November 18, 2024, the Court granted in part the October motion for order to show cause, ordering, inter alia , the appointment of a third-party vendor to re-collect all devices and files from ARC and Mr.

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On January 22, 2025, the Court held a hearing during which it heard the motion to stay pending resolution of the Delaware Action and scheduled an omnibus hearing to hear outstanding motions on March 7, 2025.

At the January 22, 2025 hearing, the Court entered a temporary administrative stay of discovery as to Mr.

January 22, 2025 hearing, the Court entered a temporary administrative stay of discovery as to Mr.

Litinsky, Mr.

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On January 23, 2025, Defendants ARC and Mr.

Orlando filed

a motion to compel production of documents and a motion to strike.

Orlando filed a motion to

compel production of documents and a motion to strike.

On February 10, 2025, Mr.

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Moss, and Mr.

Litinsky, finding that this action and the

Delaware Action do not “involve substantially similar issues.”

Litinsky, finding that this action and the Delaware Action do

not “involve substantially similar issues.”

On March 7, 2025, the Court held an omnibus hearing to address outstanding motions.

Following the March 7 hearing, the Court entered several orders.

It denied the motions to dismiss for improper

venue filed by Mr.

It denied the motions to dismiss for improper venue filed by Mr.

Orlando on October 3 and UAV, Mr.

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Litinsky on October 21.

The Court granted the motions to dismiss the third-party complaint filed on behalf of Lee Jacobson, Bruce J.

The Court granted

the motions to dismiss the third-party complaint filed on behalf of Lee Jacobson, Bruce J.

Garelick, Eric Swider, Rodrigo Veloso, Ed Preble, Frank Andrews, and Jeffrey Smith but provided leave to amend.

The Court granted in

part the January 23 motion to compel filed by Mr.

The Court granted in part the January 23 motion

to compel filed by Mr.

Orlando and ARC.

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Moss, and Mr.

Litinsky appealed

Court’s February 19, 2025 order denying a stay.

Litinsky appealed Court’s February 19, 2025 order

denying a stay.

On March 24, 2025, UAV, Mr.

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Moss, ARC, and Mr.

dismissing all Third-Party Defendants including President Trump.

Orlando and dismissing all

Third-Party Defendants including President Trump.

Specifically, the Court dismissed Counts 1 and 7-8 of UAV, Mr.

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Litinsky, and Mr.

Counterclaims without prejudice with no leave to replead, dismissed Counts 5-11 of ARC’s Counterclaims without prejudice, and dismissed ARC and Mr.

Moss’s Counterclaims

without prejudice with no leave to replead, dismissed Counts 5-11 of ARC’s Counterclaims without prejudice, and dismissed ARC and Mr.

Orlando’s Third-Party Claims with prejudice.

The Court conducted half-day hearing on July 30, 2025 to address certain outstanding motions.

A three-week jury trial has been scheduled to begin on March 23, 2026.

On August 14, 2025, UAV, Mr.

Litinsky, and Mr.

Moss filed an appeal in the Second District Court of Appeal as to the July 15, 2025 motion to dismiss order (2D2025-2192).

On August 20, 2025, ARC filed its Third Amended Answer, Defenses, and Affirmative Defenses to Plaintiffs’ Second Amended Complaint, and Mr.

Orlando filed his Second Amended Answer, Defenses, and Affirmative Defenses to

Plaintiffs’ Second Amended Complaint.

On September 5, 2025, Digital World and Private TMTG filed a motion to compel FranLu LLC – which the Court granted in part on October 1.

On that same date, President Trump filed a motion to quash a subpoena directed

to him, which the Court granted on October 6.

On September 11, 2025, UAV, Mr.

Litinsky, and Mr.

Moss filed an Amended Answer.

On September 12, 2025, non-party FranLu, LLC filed a motion for protective order.

On September 16, 2025, Iowa and 19 other states filed

an amici curiae brief in support of President Trump’s September 5 motion to quash.

On September 18, 2025, the United States filed a statement of interest in support of President Trump’s September 5 motion to quash.

On September 19, 2025, the Court stayed President Trump’s deposition.

On September 26, 2025, ARC and Mr.

Orlando filed a motion for partial summary judgment as to extortion claims filed by Digital World and Private TMTG.

On September 29, 2025, Digital World and Private TMTG filed a memorandum regarding whether the appearance of Gunster, Yoakley, & Stewart PA (“Gunster”) required the Court’s recusal.

On October 7, 2025, ARC and Mr.

Orlando filed a motion to disqualify the Honorable Hunter W.

Carroll, which the Court granted on October 10.

On October 14, 2025, the case was reassigned to the Honorable Diana

Also on October 14, Digital World and Private TMTG filed a motion to disqualify Gunster and reassign the action to Judge Carroll.

Also on October 21, Digital World and Private TMTG filed an emergency petition for writ of mandamus with the Second District Court of Appeals (2D2025-2814) requesting the court quash Judge Carroll’s order recusing

The Second District Court of Appeals denied Digital World and Private TMTG’s request for expedited treatment of the petition.

A three-week jury trial has been scheduled to begin in July 2026.

Litigation with ARC in Delaware

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On July 14, 2025, the Court adjusted the fee award downward, awarding ARC $ 75,000 —less than 10 % of the amount initially sought.

As of July 24, 2025, a final order and judgment has not yet been entered in this action.

On August 25, 2025, the Court entered a final order and judgment.

On September 10, 2025, ARC filed an appeal to the Delaware Supreme Court (No.

On September 23, 2025, Digital World filed a cross-appeal.

Litigation with Orlando in Delaware

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Orlando is entitled to fees incurred in connection with enforcement of advancement rights and sets forth procedures that will govern future requests for advancement of attorneys’ fees and costs.

As of July 24, 2025, TMTG had paid or agreed to pay approximately $ 8.3 million to Mr.

As of October 31, 2025, TMTG had paid or agreed to pay approximately $ 15.5 million to Mr.

Orlando’s attorneys pursuant to such Stipulation and TMTG’s other advancement obligations to Mr.

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Orlando filed a motion to modify the advancement order, seeking to modify the advancement order to allow him to not submit invoices for experts.

On March 12, 2025, the Court

denied the motion in part, stating that “TMTG is entitled to have some concrete information allowing it to assess whether Mr.

On March 12, 2025, the Court denied the motion

in part, stating that “TMTG is entitled to have some concrete information allowing it to assess whether Mr.

Orlando’s expenses are reasonable and related to DWAC/TMTG before making a payment” and ordering Mr.

Orlando to “provide

TMTG with invoices with sufficient unredacted information that allows it to make that assessment.”

Orlando to “provide TMTG with invoices

with sufficient unredacted information that allows it to make that assessment.”

On March 31, 2025, Mr.

Orlando filed a motion seeking advancement of certain disputed fees, which has been fully briefed and is scheduled for oral argument on August 4, 2025.

Orlando filed a motion seeking advancement of certain disputed fees.

On April 8, 2025, Mr.

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On June 23, 2025, Mr.

Orlando filed another motion seeking advancement of certain disputed fees.

Litigation with Odyssey Transfer & Trust Company in Delaware

On June 20, 2024, TMTG’s transfer agent, Odyssey filed an interpleader action in the U.S.

District Court of the District of Delaware (C.A.

24-cv-00729).

The complaint pertains to the ongoing dispute regarding share ownership between Michael Melkersen and ARC and includes TMTG as a nominal defendant.

Odyssey is seeking an order from the Court discharging Odyssey of further liability and requiring ARC and TMTG to resolve their competing claims as to 716,140 Class A shares of TMTG and 25,000 TMTG warrants.

On July 17, 2024, Odyssey filed a motion to dismiss for discharge and dismissal.

On July 18, 2024, ARC filed a motion to dismiss for improper venue.

On July 22, 2024, TMTG filed a motion for discharge and dismissal.

On August 13, 2024, TMTG filed its answer and crossclaims against Mr.

Melkersen and ARC.

On August 21, 2024, ARC filed a motion to dismiss for lack of subject matter jurisdiction.

On September 3, 2024, ARC filed a motion to dismiss TMTG’s crossclaims on the grounds of forum non conveniens.

On October 14, 2024, Mr.

Melkersen filed his answer to the complaint for interpleader.

This matter remains pending.

Litigation with RejuveTotal in New York

On October 21, 2024, RejuveTotal LLC (“Rejuve”) filed suit against TMTG and its Chief Financial Officer in the Supreme Court of the State of New York, New York County (Index No.

655551/2024).

complaint alleged breach of contract, and sought equitable relief as well as indemnification and reimbursement of costs and expenses, in connection with Rejuve’s role as Purchaser Representative under the Merger Agreement.

On February 18, 2025,

Rejuve discontinued this action without prejudice.

On December 23, 2024, TMTG filed suit against Rejuve in the Supreme Court of the State of New York, New York County (Index No.

659834/2024).

In the complaint, TMTG seeks declaratory and injunctive relief against Rejuve arising out of Rejuve’s alleged conduct as Purchaser Representative under an Agreement and Plan of Merger dated as of October 20, 2021.

On January 13, 2025, TMTG filed an application, by way of a proposed order to show cause, for a preliminary injunction prohibiting Rejuve from taking any further action in its alleged capacity as Purchaser Representative under the Merger Agreement.

On January 23, 2025, the Court approved a stipulation to stay the action pending resolution of the arbitration before the American Arbitration Association seeking to recover its fees and expenses from TMTG that Rejuve allegedly incurred as Purchaser Representative, and to enjoin Rejuve from acting as Purchaser Representative except with respect to its participation in the arbitration.

The arbitration occurred on April 29, 2025.

On July 22, 2025, the arbitrator issued his Final Award in favor of TMTG, awarding a net sum of $ 22,868 .

filed another motion seeking advancement of certain disputed fees.

On August 4, 2025, the Court held an oral argument to address the March 31 and June 23 motions disputing fees (the “Fee Motions”).

On September 24, 2025, the Court granted in part

and denied in part the Fee Motions.

On September 30, 2025, Digital World filed a notice of exception to the September 24 Order or, in the alternative, motion for reargument and entry of a final report, which the Court denied on October 30, 2025.

November 4, 2025, Digital World filed a notice of exception to the October 30 Order denying the September 30 notice of exception.

NOTE 18 – SEGMENT INFORMATION

In the second quarter of 2025, our internal reporting and segments changed.

We dividend our consolidated segment into two operating segments to enable enhanced focus on the different strategies required for each long-term strategic plan.

We divided our consolidated segment into two operating segments to enable enhanced focus on the different strategies required for each long-term strategic plan.

We report our operating results through two reportable segments:

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Media, previously social media & streaming, includes products and services such as advertisement through our Truth Social platform.

Truth+ began unpaid streaming subscriptions to our Patriot Package during

the period ended June 30, 2025, and paid subscriptions are expected to launch in the third quarter of 2025.

Truth+ began paid streaming subscriptions of our Patriot Package during

the period ended September 30, 2025.

Truth.Fi, through our consolidated VIE will provide 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.

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 is not considered an operating segment.

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We have not dedicated certain corporate resources to our digital asset treasury strategy.

Our Chief Operating Decision Maker (CODM), as of June 30, 2025, is our Chief Executive Officer.

Our CODM evaluates the performance of and allocates resources to our segment’s

based on each segment’s net loss and 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 trading securities as part of the evaluation of performance and allocation of resources within our corporate &

other category.

Our Chief Operating Decision Maker (CODM), as of September 30, 2025, is our Chief Executive Officer.

Our CODM evaluates the performance of and allocates resources to our segments based on each segment’s

net loss and 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 instruments, 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, trading securities, and digital assets as part of the evaluation of performance and allocation of resources within our

corporate & other category.

Total assets is not used to evaluate the performance of our segments.

For the three and six months ended June 30, 2025 and 2024, all revenues were earned from our Media segment.

For the three and nine months ended September 30, 2025 and 2024, all revenues were earned from our Media segment.

Review of cash forecast models is used to assess the segment’s results and performance, and inform investment decisions by our CODM.

5 unchanged sentences

The following table presents our segment information for the periods indicated:

Three months ended June 30,

Six months ended June 30,

Three months ended

September 30,

Nine months ended

September 30,

Total Segment EBITDA

5 unchanged sentences

Loss on extinguishment of debt

The following table provides information related to our cash, cash equivalents, restricted cash, short-term investments, and trading securities:

June 30, 2025

The following table provides information related to our cash, cash equivalents, restricted cash, short-term investments, trading securities, and digital assets:

September 30, 2025

December 31, 2024

Corporate & other

Cash, cash equivalents, and restricted cash

1 unchanged sentence

Trading securities

Digital assets

NOTE 19 – SUBSEQUENT EVENTS

On July 8, 2025, a subsidiary of our consolidated VIE filed an S-1 Registration statement to launch an exchange-traded fund.

We hold a variable interest in the exchange-traded fund, although we

are not the primary beneficiary of the VIE.

On July 14, 2025, we repurchased 242,800 shares of our common stock on the open market pursuant to our Share Repurchase Program, which were held in treasury upon repurchase for an aggregate purchase price of $ 4,410.4 .

In July 2025, we accumulated bitcoin and bitcoin-related securities costing approximately $ 2 billion as part of our previously announced bitcoin treasury strategy.

On October 28, 2025, we announced that we will make prediction markets available on Truth Social through an exclusive arrangement with Crypto.com | Derivatives North America (CDNA), a CFTC-registered

exchange and clearinghouse.

Following the integration, Truth Social will be the first social media platform to offer our users technology to access embedded prediction markets capabilities through CDNA.

Truth Social users will be able to trade

prediction contracts related to major events and milestones, such as political elections, interest and inflation rate changes, commodity prices on gold and crude oil, events across all major sports leagues, and more using the new product technology

called “Truth Predict.”

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements