What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-07 compared with 2025-08-01 · 310 added, 237 removed, 201 unchanged (73% of the section changed)

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condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report.

All amounts are in thousands, except per share data.

Certain information contained in the discussion and analysis set forth below

includes forward-looking statements that involve risks and uncertainties.

All amounts are in thousands, except per share and quantity data.

Certain information contained in the discussion and analysis set forth

below includes forward-looking statements that involve risks and uncertainties.

Our actual results could differ materially from such forward-looking statements.

Factors that could cause or contribute to those differences include, but are not limited to,

those identified below and those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this report.

Factors that could cause or contribute to those differences include, but are not limited

to, those identified below and those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this report.

Cautionary Note Regarding Forward-Looking Statements

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 14, 2025, and other documents filed with the SEC, which describe additional factors that could adversely affect our

business, financial condition, or results of operations.

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.

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.

Securities and Exchange Commission (the “ SEC ”) on February 14, 2025, 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.

We ended June 30, 2025 with $3,085,566.5 of cash, cash equivalents, restricted cash, short-term investments, and trading securities, as well as $944,294.7 of debt (excluding

lease liabilities).

Our $1,000,000.0 of restricted cash serves as collateral to our debt which may be used to purchase bitcoin and bitcoin related securities.

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.

We ended September 30, 2025 with $3,106,527.3 of cash, cash equivalents, restricted cash, short-term investments, trading securities, and digital assets, as well as $950,769.1 of debt (excluding lease

liabilities).

Our $335,838.8 of restricted cash serves as collateral to our debt which may be used to purchase bitcoin and bitcoin related securities, and our unexpired cash-covered put options.

TMTG started from scratch intending to open up the Internet and give the American people their voices back.

At the time, with no accountability, unknown censors were squelching

social media posts that contradicted the consensus of the corporate media—which, as always, was dutifully acting as a robotic mouthpiece for leftwing disinformation.

This had already been going on, through shadow bans and other less overt forms of

on-line policing, for some time.

At the time, with no accountability, unknown censors were squelching social

media posts that contradicted the consensus of the corporate media—which, as always, was dutifully acting as a robotic mouthpiece for leftwing disinformation.

This had already been going on, through shadow bans and other less overt forms of on-line

policing, for some time.

But Big Tech eventually lost all restraint, ruthlessly banning dissidents’ accounts for expressing any thought that fell within a rapidly expanding set of unauthorized and unutterable viewpoints.

The victims, of

course, included the then-sitting President of the United States, Donald Trump.

The victims, of course,

included the then-sitting President of the United States, Donald Trump.

TMTG thus developed and launched the Truth Social platform, restoring free speech to millions of Americans who had been suffocated by Big Tech.

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social media account, Truth Social was stood up as we’d envisioned it—a free-speech haven where everyone, regardless of their political viewpoint, could speak their mind without some faceless tech bureaucrat judging the acceptability of their

Truth Social was generally made available in the first quarter of 2022.

TMTG prides itself on operating its platform, to the best of its ability, without relying on Big Tech

Partnering with mission-aligned technology firms, we fully launched Truth Social for iOS in April 2022.

We debuted the Truth Social web application in May 2022, and the Truth Social Android App became available in the Samsung Galaxy and

Google Play stores in October 2022.

July 2025, TMTG announced the launch of a Truth Social app for iPads.

speech.Truth Social was generally made available in the first quarter of 2022.

TMTG prides itself on operating its platform, to the best of its ability, without relying on Big Tech companies.

Partnering with mission-aligned technology firms, we fully

launched Truth Social for iOS in April 2022.

We debuted the Truth Social web application in May 2022, and the Truth Social Android App became available in the Samsung Galaxy and Google Play stores in October 2022.

July 2025, TMTG announced the

launch of a Truth Social app for iPads.

We introduced direct messaging to all versions of Truth Social in 2022, released a “Groups” feature for users in May 2023, and announced the general availability of Truth Social

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In March 2025, TMTG announced updates and enhancements to the “Groups” feature.

TMTG has also connected the Truth Social platform to its Truth+ streaming service, and added additional features including “for you” feed,

a “discover” tab to find trending content, and a carousel to recommend other accounts.

TMTG has also connected the Truth Social platform to its Truth+ streaming service, and added additional features including “for you” feed, a

“discover” tab to find trending content, and a carousel to recommend other accounts.

In August 2025, TMTG announced that it had begun beta testing its new AI search feature, Truth Search AI, on the Truth Social platform.

In September 2025, TMTG announced a major update to the Truth Social app, introducing premium features for Patriot Package subscribers—including editing, scheduling, and cross-device

drafts of truths—as well as a new rewards system using Truth gems and Crypto.com’s wallet infrastructure.

The update also enhanced Truth Search AI with conversation history, added group truth titles, and enabled access to version history for all

To foster a flourishing digital public forum, TMTG seeks to prevent illegal and other prohibited content from contaminating its platform.

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or sexual fetishes.

Using human moderators and an artificial intelligence vendor known as HIVE, Truth Social has developed what TMTG believes is a robust, fair, and viewpoint-neutral moderation system and that our moderation practices are

consistent with, and indeed help facilitate, TMTG’s objective of maintaining “a public, real-time platform where any user can create content, follow other users, and engage in an open and honest global conversation without fear of being censored or

cancelled due to their political viewpoints.”

Social media users were not the only casualties of the woke crackdown on free speech—dissident TV programming and news broadcasts were being suppressed by entertainment

conglomerates and cable providers.

Thus, after reopening the Internet to free speech, TMTG decided to create a TV streaming service to give Americans an alternative to woke Hollywood entertainment and biased news broadcasts, and to provide a safe

home for content and newscasters that had been cancelled, were at risk of cancellation, or were being kept off the air for having the wrong perspectives.

with, and indeed help facilitate, TMTG’s objective of maintaining “a public, real-time platform where any user can create content, follow other users, and engage in an open and honest global conversation without fear of being censored or cancelled

due to their political viewpoints.”

Social media users were not the only casualties of the woke crackdown on free speech—dissident TV programming and news broadcasts were being suppressed by entertainment conglomerates

and cable providers.

and newscasters that had been cancelled, were at risk of cancellation, or were being kept off the air for having the wrong perspectives.

On April 16, 2024, TMTG announced that, after nine months of testing on its Web and iOS platforms, the Company had completed the research and development phase of a new live TV

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Introduce Truth Social’s CDN for streaming live TV to the Truth Social app for Android, iOS, and Web.

On August 7, 2024, TMTG announced that TV streaming via Truth Social

had become available via all three modalities.

On August 7, 2024, TMTG announced that TV streaming via Truth Social had

become available via all three modalities.

Release stand-alone Truth Social over-the-top streaming apps for phones, tablets, and other devices.

As of October 21, 2024, TMTG had announced that Truth+ streaming had

been released as a standalone product on Android, iOS, and Web.

As of October 21, 2024, TMTG had announced that Truth+ streaming had been

released as a standalone product on Android, iOS, and Web.

Release Truth Social streaming apps for connected TVs.

As of October 23, 2024, TMTG had announced that Truth+ streaming had been released on Apple TV, Android TV, and

Amazon Fire TV.

As of October 23, 2024, TMTG had announced that Truth+ streaming had been released on Apple TV, Android TV, and Amazon

On March 19, 2025 and May 22, 2025, respectively, TMTG announced the release of Truth+ streaming and on-demand content via Roku.

On April 9, 2025, TMTG announced that the Truth+ mobile and streaming TV applications had been made available in Canada and Mexico, as well as the United States.

On July 7, 2025,

TMTG announced the successful launch of global streaming.

On July 7, 2025, TMTG

announced the successful launch of global streaming.

Since the initial launch of Truth+, TMTG has steadily added both on-demand content and live 24-hour news streams.

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eventually be tied to a utility token on both Truth Social and Truth+.

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

Truth.Fi is TMTG’s newest brand, incorporating financial services and financial technology.

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On January 29, 2025, TMTG announced a financial technology strategy.

In addition to traditional investment vehicles, these funds may be allocated to customized separately managed

accounts (“SMAs”);

In addition to traditional investment vehicles, these funds may be allocated to customized separately managed accounts (“SMAs”);

customized exchange-traded funds and/or exchange-traded products (collectively, “ETFs”);

and bitcoin and similar cryptocurrencies or crypto-related securities.

On April 15, 2024, TMTG and its partners announced the launch of

On April 22, 2025, TMTG and its partners announced an agreement to launch a series of ETFs, which are expected to comprise securities as well as digital assets.

On April 15, 2025, TMTG and its partners announced the launch of SMAs.

2025, TMTG and its partners announced an agreement to launch a series of ETFs, which are expected to comprise securities as well as digital assets.

Registration statements for three cryptocurrency ETFs—consisting of (1) bitcoin;

(2) Bitcoin and Ethereum;

(2) bitcoin and

and (3) bitcoin, Ethereum, Solana, Cronos, and Ripple—were filed on June 5, 2025;

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and July 8, 2025, respectively.

An amended registration statement for the bitcoin ETF was filed on August 11, 2025.

A registration statement

for five equity ETFs—consisting of (1) American Icons;

(2) American Security & Defense;

(3) American Next Frontiers;

(4) American Energy Security;

and (5) American Red State REITs—was filed on September 10, 2025.

Bitcoin and Digital Asset Strategy

TMTG is implementing a bitcoin 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.

TMTG’s bitcoin strategy generally involves, from time to time and subject to market conditions, (i) issuing debt or equity securities or engaging in other capital raising

transactions and (ii) using the proceeds of such capital raises to acquire bitcoin.

TMTG’s bitcoin strategy may also include purchasing bitcoin-related securities or, given certain market conditions, selling bitcoin and investing such proceeds in

assets including cash, cash equivalents, or other interest bearing investments.

TMTG 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.

TMTG’s bitcoin and digital asset strategy generally involves, from time to time and subject to market conditions, (i) issuing debt or equity securities or engaging in other capital

raising transactions and (ii) using the proceeds of such capital raises to acquire bitcoin.

TMTG’s bitcoin and digital asset strategy may also include purchasing bitcoin-related securities or, given certain market conditions, selling bitcoin and

investing such proceeds in assets including cash, cash equivalents, other interest bearing investments, or other digital assets.

On May 30, 2025, TMTG announced that it had closed a private placement offering with approximately 50 investors, previously announced on May 27, 2025, consisting of (i) the sale of

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13, 2025, TMTG announced the effectiveness of a registrations statement in connection with such offering.

TMTG will acquire its bitcoin and bitcoin-related holdings in the amounts and on the timeline it deems optimal.

TMTG will continue to monitor market conditions in implementing its

strategy and determining whether to engage in future financings to purchase additional bitcoin.

On August 25, 2025, TMTG entered into a privately negotiated purchase agreement (the “Purchase Agreement”) with Foris Holdings US, Inc.

Pursuant to the Purchase Agreement,

TMTG 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.

TMTG will acquire its bitcoin, bitcoin-related holdings, and digital assets in the amounts and on the timeline it deems optimal.

TMTG will continue to monitor market conditions in

implementing its strategy and determining whether to engage in future financings to purchase additional bitcoin and digital assets.

Trump Media Group CRO Strategy

On August 26, 2025, TMTG announced that it entered into a definitive agreement ( as amended by Amendment No.

1 to the Business Combination Agreement, dated October 31, 2025, the “Business

Combination Agreement”) for a business combination (the “Business Combination”) to establish Trump Media Group CRO Strategy, Inc., a digital asset treasury company focused on acquisition of the native cryptocurrency token of the Cronos ecosystem

with Yorkville Acquisition Corp., a special purpose acquisition company (SPAC) sponsored by Yorkville Acquisition Sponsor LLC (“Yorkville”).

Expected funding for the digital asset treasury will consist of $1 billion in Cronos (6,313,000,212 Cronos, representing approximately 19% of the total Cronos market cap as of

announcement) from Crypto.com, $200 million in cash and $220 million cash-in mandatory exercise warrants, with an additional $5 billion equity line of credit from an affiliate of Yorkville, YA II PN, Ltd., which would make it the first and largest

publicly traded Cronos treasury company, as well as what we believe to be the largest digital asset treasury company to market cap ratio in history.

Following the completion of the Business Combination, Trump Media Group CRO Strategy will implement a forward-looking digital asset treasury strategy centered on the accumulation and

active management of Cronos.

This approach is designed to capture long-term value by allocating substantially all of the Company’s cash reserves to acquiring Cronos.

By focusing on yield-generating, ecosystem-aligned assets rather than traditional

non-productive holdings, Trump Media Group CRO Strategy aims to enhance capital efficiency, establish itself as a disciplined, long-term participant in the evolving digital asset landscape and benefit from early-stage market positioning in a growing

The strategy includes the establishment and operation of a validator node by the Company and the delegation of Cronos under management to the validator.

The operation of the validator will enable direct participation in the network’s security

and governance, while generating native staking rewards that are reinvested to compound Cronos holdings over time and help offset operational expenses.

The validator will be established and maintained by a crypto-native team with a deep understanding

of the Cronos ecosystem, aiming to maximize staking rewards and attracting additional delegation of Cronos from third-party Cronos holders.

Pursuant to and concurrently with the execution and delivery of the Business Combination Agreement, TMTG entered into an asset contribution agreement with Yorkville Acquisition Corp.

Contribution Agreement” and, together with the Crypto.com Contribution Agreements (as defined in the Business Combination Agreement) and the TMTG License Agreement (defined below), the “Contribution Agreements”) pursuant to which, at the closing of

the Business Combination (the “Closing” and such date, the “Closing Date”), TMTG will contribute 100% of the issued and outstanding membership interests of Trump Media Group, LLC, a Florida limited liability company, to Yorkville Acquisition Corp.

in consideration of 10,000,000 shares of Yorkville Acquisition Corp.’s Class A Common Stock, three tranches of Earnout Warrants exercisable for a total of up to 21% of the SPAC’s outstanding capital stock at the time of the Closing, and a Forced

Exercise Warrant, exercisable for 10,000,000 shares of Yorkville Acquisition Corp.’s Class A Common Stock.

Pursuant to and concurrently with the execution and delivery of the Business Combination Agreement, TMTG entered into a trademark license

agreement (the “TMTG License Agreement”), with Trump Media Group, LLC, a Florida limited liability company, (“Asset Company”) pursuant to which, immediately prior to, but contingent upon, the Closing, TMTG will license the rights to use the “Trump

Media Group” brand name and certain other Intellectual Property rights to the Asset Company.

In connection with the Business Combination Agreement, TMTG will into a lock-up agreement (the “Lock-Up Agreement”) with the other parties.

Pursuant to the terms of the Lock-Up

Agreement, TMTG will be restricted on their ability to dispose of their ownership in Trump Media Group CRO Strategy, Inc.

during the 36-month period beginning on the Closing Date.

Company Growth Strategy

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Consolidated Results of Operations

Comparison of the three months ended June 30, 2025 and 2024

Comparison of the three months ended September 30, 2025 and 2024

The following table sets forth our consolidated financial results for the periods presented and the dollar and percentage changes between those periods.

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For the three months ended

September 30,

For the three months ended

September 30,

Cost of revenue

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General and administration

Change in fair value of digital assets

Depreciation and amortization

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Loss before income taxes

Revenues increased $46.4, or 6%, to $883.3 for the three months ended June 30, 2025 compared to revenue of $836.9 for the three months ended June 30, 2024.

The increase was

primarily attributable to an improvement in advertising economics between the relevant periods.

Revenues decreased $38.0, or 4%, to $972.9 for the three months ended September 30, 2025 compared to revenue of $1,010.9 for the three months ended September 30, 2024.

was primarily attributable to advertising economics between the relevant periods.

Additionally, revenue has varied as we continue to selectively test an early-stage advertising initiative on our Truth Social platform.

The decrease was mitigated

marginally by revenue generated from paid subscriptions to the Patriot Package on our nascent Truth+ streaming service.

Cost of revenue

Cost of revenue increased $306.7, or 847%, to $342.9 for the three months ended June 30, 2025 compared to $36.2 for the three months ended June 30, 2024.

The increase was primarily

due to content license and data center lease costs that support our burgeoning Truth+ platform.

Cost of revenue increased $323.5, or 262%, to $446.8 for the three months ended September 30, 2025 compared to $123.3 for the three months ended September 30, 2024.

The increase was

primarily due to content license and data center lease costs that support our burgeoning Truth+ platform.

Research and development expense

Research and development expense increased $8,179.4, or 168%, to $13,041.0 for the three months ended June 30, 2025 compared to $4,861.6 for the three months ended June 30, 2024.

The increase was primarily driven by higher stock-based compensation expense of $8,048.2 in the second quarter of 2025 compared to $0.0 stock-based compensation expense recorded in the second quarter of 2024.

The increase in stock-based

compensation expense was augmented by moderately higher consulting and server costs, while marginally offset by lower software costs.

Research and development expense increased $4,408.5, or 113%, to $8,302.2 for the three months ended September 30, 2025 compared to $3,893.7 for the three months ended September 30,

The increase was driven by higher stock-based compensation expense of $2,886.9 in the third quarter of 2025 compared to $0.0 stock-based compensation expense recorded in the third quarter of 2024.

Higher IT consulting costs of $2,142.8 in the

third quarter of 2025 versus $150.0 in the third quarter of 2024 also contributed to the year-over-year increase in research and development expense in the quarter.

Sales and marketing expense

Sales and marketing expense decreased $619.3, or 53% to $556.0 for the three months ended June 30, 2025 compared to $1,175.3 for the three months ended June 30, 2024.

was primarily driven by a decrease in marketing activity.

Sales and marketing expense decreased $1,471.9, or 67% to $717.5 for the three months ended September 30, 2025 from $2,189.4 for the three months ended September 30, 2024.

decrease was primarily driven by a reduction in marketing activity.

General and administration expense

General and administration expense increased $15,199.3, or 113%, to $28,617.9 for the three months ended June 30, 2025 compared to $13,418.6 for the three months ended June 30,

The increase was primarily due to higher stock-based compensation awards of $9,696.4 during the quarter ended June 30, 2025, compared to $0.0 of stock-based compensation awards in the quarter ended June 30, 2024.

In addition, legal fees

increased $6,601.1, or 79%, to $14,994.8 in the current quarter versus $8,343.7 in the prior-year period.

General and administration expense increased $13,359.1, or 75%, to $31,056.1 for the three months ended September 30, 2025 compared to $17,697.0 for the three months ended September

The increase was due in part to higher stock-based compensation expense of $7,603.3 during the quarter ended September 30, 2025, compared to $45.7 of stock-based compensation expense in the quarter ended September 30, 2024.

legal fees increased $8,234.4, or 68%, to $20,330.6 in the current quarter versus $12,096.3 in the prior-year period.

Change in fair value of digital assets

The expense related to the change in fair value of digital assets increased $16,204.6, or 100%, for the three months ended September 30, 2025 compared to $0.0 for the three months

ended September 30, 2024.

The increase is due to the difference in our purchase price of bitcoin and Cronos in the third quarter of 2025 and the ending spot price of our bitcoin and Cronos investments on their principal market as of the close of

market on September 30, 2025.

There were no investments in digital assets during the three months ended September 30, 2024.

Depreciation and amortization

Depreciation and amortization expense increased $1,829.8, or 49,454%, to $1,833.5 for the three months ended June 30, 2025 compared to $3.7 for the three months ended June 30,

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+.

Depreciation and amortization expense increased $1,141.9, or 150%, to $1,904.1 for the three months ended September 30, 2025 compared to $762.2 for the three months ended September

The increase in depreciation and amortization expense was due to a full period of depreciation and amortization in the current quarter of software and hardware utilized to place our CDN into service as part of our launch of streaming video

through Truth+ compared to a partial quarter for the three months ended September 30, 2024 when the assets were placed into service.

Interest income

Interest income increased $14,703.8, or 689%, to $16,836.5 for the three months ended June 30, 2025 compared to $2,132.7 for the three months ended June 30, 2024.

The increase was

due to higher cash, cash equivalents, restricted cash, and short-term investment balances and interest earned for the quarter in 2025 on cash holdings in money market accounts and interest earned through repurchase agreements secured by U.S.

treasury securities.

Interest income increased $8,731.4, or 188%, to $13,384.4 for the three months ended September 30, 2025 compared to $4,653.0 for the three months ended September 30, 2024.

increase was driven by higher cash, cash equivalents, restricted cash, and short-term investment balances.

Interest expense

Interest expense increased $4,262.9, or 2,701%, to $4,105.1 for the three months ended June 30, 2025 compared to a $157.8 expense reversal for the three months ended June 30, 2024.

The increase was primarily due to the accreted interest on the loan assumed as a result of the WCT acquisition and our $1,000,000.0 convertible notes facility.

Interest expense increased $11,227.7, or 4,551%, to $11,474.4 for the three months ended September 30, 2025 compared to $246.7 for the three months ended September 30, 2024.

increase was primarily due 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.

Investment income

Investment income increased $11,085.0, or 100%, to $11,085.0 for the three months ended June 30, 2025 compared to $0.0 for the three months ended June 30, 2024.

The increase was

primarily due to $3,616.0 of unrealized gains on our trading securities and $7,578.2 of realized income from premiums received through the sale of written option contracts, partially offset by the change in fair value of our outstanding option

Comparison of the six months ended June 30, 2025 and 2024

Investment income increased $984.5, or 100%, for the three months ended September 30, 2025 compared to $0.0 for the three months ended September 30, 2024.

The increase was primarily

due to $15,333.9 of realized income from premiums related to written option contracts, offset by $11,418.0 of unrealized losses on our trading securities and $2,933.9 of unrealized losses due to the change in fair value of our unexpired option

Comparison of the nine months ended September 30, 2025 and 2024

The following table sets forth our consolidated financial results for the periods presented and the dollar and percentage changes between those periods.

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(in thousands)

For the six months ended

For the nine months ended

September 30,

For the nine months ended

September 30,

Cost of revenue

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General and administration

Change in fair value of digital assets

Depreciation and amortization

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Loss before income taxes

Revenues increased $97.1, or 6%, to $1,704.5 for the six months ended June 30, 2025 compared to revenue of $1,607.4 for the six months ended June 30, 2024.

The increase was

primarily attributable to an improvement in advertising economics between the relevant periods.

Additionally, revenue has varied as we continue to selectively test an early-stage advertising initiative on our Truth Social platform.

Revenues increased $59.1, or 2%, to $2,677.4 for the nine months ended September 30, 2025 compared to revenue of $2,618.3 for the nine months ended September 30, 2024.

was primarily attributable to revenue generated from paid subscriptions to the Patriot Package on our nascent Truth+ streaming service.

Cost of revenue

Cost of revenue increased $550.0, or 424%, to $679.6 for the six months ended June 30, 2025 compared to $129.6 for the six months ended June 30, 2024.

The increase was primarily due

to content license and data center lease costs that support our burgeoning Truth+ platform.

Cost of revenue increased $873.5, or 345%, to $1,126.4 for the nine months ended September 30, 2025 compared to $252.9 for the nine months ended September 30, 2024.

The increase was

primarily due to content license and data center lease costs that support our burgeoning Truth+ platform.

Research and development expense

Research and development expense decreased $12,414.3, or 33%, to $25,605.9 for the six months ended June 30, 2025 compared to $38,020.2 for the six months ended June 30, 2024.

decrease was primarily driven by lower stock-based compensation expense of $15,609.1 in the six months ended June 30, 2025 compared to $30,142.5 of stock-based compensation expense recorded in the six months ended June 30, 2024.

The 2024 charge

related to the issuance of convertible notes to certain vendors engaged in the development of our live TV streaming platform, Truth+.

The decrease in stock-based compensation expense was marginally offset by higher year-over-year consulting and

server costs related to the launch of Truth+.

Research and development expense decreased $8,005.8, or 19%, to $33,908.1 for the nine months ended September 30, 2025 compared to $41,913.9 for the nine months ended September 30,

The decrease was primarily driven by lower stock-based compensation expense of $18,496.1 in the nine months ended September 30, 2025 compared to $30,142.5 of stock-based compensation expense recorded in the nine months ended September 30, 2024.

The 2024 charge related to the issuance of convertible notes to certain vendors engaged in the development of our live TV streaming platform, Truth+.

The decrease in stock-based compensation expense was marginally offset by higher year-over-year

consulting and server costs related to the launch of Truth+.

Sales and marketing expense

Sales and marketing expense decreased $1,192.3, or 53%, to $1,053.4 for the six months ended June 30, 2025 compared to $2,245.7 for the six months ended June 30, 2024.

was primarily driven by a $600.0 bonus paid to an entity owned by a former director of and consultant to Private TMTG during the six months ended June 30, 2024, and a decrease in marketing activity.

Sales and marketing expense decreased $2,664.2, or 60%, to $1,770.9 for the nine months ended September 30, 2025 compared to $4,435.1 for the nine months ended September 30, 2024.

decrease was primarily driven by a $600.0 bonus paid to an entity owned by a former director of and consultant to Private TMTG during the nine months ended September 30, 2024 and a decrease in marketing activity.

General and administration expense

General and administration expense decreased $24,417.8, or 31%, to $53,795.9 for the six months ended June 30, 2025 compared to $78,213.7 for the six months ended June 30, 2024.

decrease was primarily due to lower stock-based compensation awards of $19,987.2 during the six months ended June 30, 2025, down $36,917.1 (62%) from $59,975.5 of cash and stock-based compensation awards to employees and vendors in connection with

the merger transaction recorded in the six months ended June 30, 2024.

These savings were partially offset by higher legal fees, which increased $15,623.1, or 153%, to $25,846.7 in the first half of 2025 versus $10,223.6 in the prior-year period.

General and administration expense decreased $11,058.7, or 12%, to $84,852.0 for the nine months ended September 30, 2025 compared to $95,910.7 for the nine months ended September 30,

The decrease was primarily due to lower stock-based compensation expense of $27,590.4 during the nine months ended September 30, 2025, down $26,900.8 (49%) from $54,491.2 of stock-based compensation expense to employees and vendors in

connection with the merger transaction recorded in the nine months ended September 30, 2024.

These savings were partially offset by higher legal fees, which increased $22,857.5, or 102%, to $46,177.3 in the nine months ended September 30, 2025

versus $22,319.8 in the prior-year period.

Change is fair value of digital assets

The expense related to the change in fair value of digital assets increased $16,204.6, or 100%, to $16,204.6 for the nine months ended September 30, 2025 compared to $0.0 for the nine

months ended September 30, 2024.

of market on September 30, 2025.

There were no investments in digital assets during the nine months ended September 30, 2024.

Depreciation and amortization

Depreciation and amortization expense increased $3,603.4, or 38,746%, to $3,612.7 for the six months ended June 30, 2025 compared to $9.3 for the six months ended June 30, 2024.

Depreciation and amortization expense increased $4,745.3, or 615%, to $5,516.8 for the nine months ended September 30, 2025 compared to $771.5 for the nine months ended September 30,

Interest income

Interest income increased $22,670.2, or 1,049%, to $24,831.7 for the six months ended June 30, 2025 compared to $2,161.5 for the six months ended June 30, 2024.

The increase was due

to higher cash, cash equivalents, restricted cash, and short-term investment balances and interest earned for the six months ended June 30, 2025 on cash holdings in money market accounts and interest earned through repurchase agreements secured by

treasury securities.

Interest earned during the six months ended June 30, 2024 only relates to the period from March 25, 2024 (the merger date) to June 30, 2024, prior to our completion of our SEPA, PIPE and convertible note financings,

providing surplus cash available for investments.

Interest income increased $31,401.6, or 461%, to $38,216.1 for the nine months ended September 30, 2025 compared to $6,814.5 for the nine months ended

September 30, 2024.

The increase was due to higher cash, cash equivalents, restricted cash, and short-term investment balances for the nine months ended September 30, 2025 versus the prior-year period.

Interest earned during the nine months ended

September 30, 2024 only relates to the period from March 25, 2024 (the merger date) to September 30, 2024, prior to our completion of our PIPE and convertible note financings, which provided surplus cash available for investments in May 2025.

Interest expense

Interest expense increased $1,632.1, or 61%, to $4,291.9 for the six months ended June 30, 2025 compared to $2,659.8 for the six months ended June 30, 2024.

The increase in interest

expense for the six months ended June 30, 2025 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.

Interest expense increased $12,859.8, or 442%, to $15,766.3 for the nine months ended September 30, 2025 compared to $2,906.5 for the nine months ended September 30, 2024.

increase in interest expense for the nine months ended September 30, 2025 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.

Investment income

Investment income increased $11,085.0, or 100%, to $11,085.0 for the six months ended June 30, 2025 compared to $0.0 for the six months ended June 30, 2024.

The increase was

Investment income increased $12,069.5, or 100%, to $12,069.5 for the nine months ended September 30, 2025 compared to $0.0 for the nine months ended September 30, 2024.

was primarily due to $22,912.1 of realized income from premiums received through the sale of written option contracts, offset by $7,802.0 of unrealized losses on our trading securities and $3,043.6 of unrealized losses from the change in fair value

of our unexpired option contracts.

Loss on the extinguishment of debt

The loss from the extinguishment of debt of certain Private TMTG Convertible Notes decreased by $542.3, or 100%, to $0.0 for the six months ended June 30, 2025, compared to $542.3

for the six months ended June 30, 2024.

Upon extinguishment of certain Private TMTG Convertible Notes in March 2024, we recorded a loss equal to the difference between the net carrying value of the applicable Private TMTG Convertible Notes and the

fair value of our assets.

The loss from the extinguishment of debt of certain Private TMTG Convertible Notes decreased by $542.3, or 100%, to $0.0 for the nine months ended September 30, 2025, compared to

$542.3 for the nine months ended September 30, 2024.

Upon extinguishment of certain Private TMTG Convertible Notes in March 2024, we recorded a loss equal to the difference between the net carrying value of the applicable Private TMTG Convertible

Notes and the fair value of our assets.

Change in the fair value of derivative liabilities

The loss from the change in the fair value of the derivative liabilities of the Private TMTG Convertible Notes decreased $225,916.0, or 100%, to $0.0 for the six months ended June

30, 2025, compared to $225,916.0 for the six months ended June 30, 2024.

All Private TMTG Convertible Notes were automatically converted into shares of our common stock immediately prior to Closing of the Merger, and pursuant to ASC 815, the

derivative liabilities were revalued immediately prior to the conversion of the Private TMTG Convertible Notes on March 25, 2024, when our closing share price was $49.95 per share.

The substantial increase in the value of our common stock when

combined with the certainty of our execution of the Merger were primarily responsible for the increase in the change in fair value of the derivative liabilities.

The loss from the change in the fair value of the derivative liabilities of the Private TMTG Convertible Notes decreased $225,916.0, or 100%, to $0.0 for the nine months ended

September 30, 2025, compared to $225,916.0 for the nine months ended September 30, 2024.

All Private TMTG Convertible Notes were automatically converted into shares of our common stock immediately prior to Closing of the Merger, and pursuant to ASC

815, the derivative liabilities were revalued immediately prior to the conversion of the Private TMTG Convertible Notes on March 25, 2024, when our closing share price was $49.95 per share.

The substantial increase in the value of our common stock

when combined with the certainty of our execution of the Merger were primarily responsible for the increase in the change in fair value of the derivative liabilities.

The increase in the fair value of the derivative liabilities was a non-cash expense

and the issuance of Private TMTG common stock upon conversion of the Private TMTG Convertible Notes extinguished the derivative liabilities immediately prior to the Closing.

Therefore, there was no derivative liability recorded as of June 30, 2025,

Therefore, there was no derivative liability recorded as of September 30,

2025, and there will no longer be future earnings adjustments pertaining to the Private TMTG Convertible Notes derivative liabilities.

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Historically, as a private company, we financed operations primarily through cash proceeds from the issuance of Private TMTG Convertible Notes.

2024, our capitalization was significantly enhanced through receipt of proceeds from the Business Combination, the conversion of warrants, and the issuance of common stock described in detail in the section below titled, “Standby Equity Purchase

Agreement.” As a result, we ended June 30, 2025 with $3,085,566.5 of cash, cash equivalents, restricted cash, short-term investments, and trading securities, and $944,294.7 of debt (excluding lease liabilities).

Cash and cash equivalents

consist of 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.

retains a beneficial interest in the securities serving as collateral.

Our $1,000,000.0 restricted cash balance, held in a money market fund, 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 (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.

During 2024, our capitalization was significantly enhanced

through receipt of proceeds from the Business Combination, the conversion of warrants, and the issuance of common stock described in detail in the section below titled, “Standby Equity Purchase Agreement.” Our capitalization was further enhanced in

2025 with proceeds from the issuance of common stock and convertible notes described below in the section titled, “ PIPE & Convertible Notes.” As a result, we ended September 30, 2025 with $3,106,527.3 of

cash, cash equivalents, restricted cash, short-term investments, trading securities, and digital assets, and $950,769.1 of debt (excluding lease liabilities).

Cash and cash equivalents consist of 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 $26,838.8 of cash that serves as collateral to our convertible notes, although the collateral may be used to purchase bitcoin and bitcoin related securities.

This collateral will be released to us upon

payment in full of the principal, together with accrued and unpaid interest, on the Notes (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.

Restricted cash also includes $309,000.0 that served as collateral on our put options that were unexpired as of September 30, 2025, and has been or will be released upon expiration of the options.

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;

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+;

and (3) pursue strategic acquisitions and/or partnerships.

fund these activities through a combination of deploying cash on hand, generating advertising, subscription, and fee-based revenues, issuing equity, issuing debt, and/or selling stock pursuant to that certain Standby Equity Purchase Agreement dated

July 3, 2024.

We anticipate that the current cash and cash equivalents on hand will be sufficient to fund current operations for the 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, 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.

We intend to fund

these activities through a combination of deploying cash on hand, generating advertising, subscription, and fee-based revenues, issuing equity, issuing debt, and/or selling stock pursuant to that certain Standby Equity Purchase Agreement dated July

We anticipate that the current cash and cash equivalents on hand will be sufficient to fund current operations 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, 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.

Standby Equity Purchase Agreement

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share that could be paid for the shares.

No shares of common stock were sold pursuant to the terms of the SEPA during the six months ended June 30, 2025.

As of June 30, 2025, we have sold a cumulative total of 20,330,365

No shares of common stock were sold pursuant to the terms of the SEPA during the nine months ended September 30, 2025.

As of September 30, 2025, 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.

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PIPE proceeds, working capital and general corporate purposes.

We are 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.

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.

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.

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, (A) 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.

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

We may, at any time and from time to time, seek to retire or purchase our outstanding Notes through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately-negotiated

transactions, or otherwise.

Such repurchases or exchanges, if any, will be upon such terms and at such prices as we determine, and will depend on factors including liquidity, price, market conditions, and legal requirements.

Share Repurchase Program

On June 23, 2025, our Board of Directors authorized the repurchase of up to $400,000.0 of our common stock (the “Share Repurchase Program”).

repurchase share or warrants from time to time on the open market, including in block trades, in accordance with applicable federal securities rules and regulations.

The Share Repurchase Program has no time limit, does not obligate us to make

any repurchases and may be modified, suspended or terminated by us at any time without prior notice.

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.

We may repurchase shares or

warrants from time to time on the open market, including in block trades, in accordance with applicable federal securities rules and regulations.

The Share Repurchase Program has no time limit, does not obligate us to make any repurchases and may

be modified, suspended or terminated by us at any time without prior notice.

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 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.

The following table shows our cash flows for the stated periods:

(in thousands)

June 30, 2025

June 30, 2024

Net cash used in operating activities

September 30, 2025

September 30, 2024

Net cash provided by/(used in) operating activities

Net cash used in investing activities

Net cash provided by financing activities

Net Cash Used in Operating Activities

Net cash used in operating activities for the six months ended June 30, 2025 was $7,434.7, $23,319.6 less than $30,754.3 used in operating activities during the six months ended

June 30, 2024.

The decrease in cash used in operating activities was primarily driven by an increase of $22,670.2 in income from investments in repurchase agreements, money market funds, and option premiums, partially offset by higher payments for

legal fees and other professional services.

Net Cash Provided by/(Used in) Operating Activities

Net cash provided by operating activities for the nine months ended September 30, 2025 was $2,638.8, a $55,278.8 improvement over the $52,640.0 used in operating activities during the

nine months ended September 30, 2024.

The improvement in operating cash flow was primarily driven by an increase of $43,471.1 in income from investments in repurchase agreements, money market funds, and option premiums, as well as reduced marketing

expenses and merger-related payments, partially offset by higher payments for legal fees and other professional services.

Net Cash Used in Investing Activities

Net cash used in investing activities for the six months ended June 30, 2025 was $132,056.6 compared to $2,141.9 used in investing activities during the six months ended June 30,

The increase was primarily due to outflows in the second quarter of 2025 of $118,768.1 for the purchase of trading securities as we began our digital asset treasury strategy.

Net cash used in investing activities for the nine months ended September 30, 2025 was $1,973,108.2 compared to $312,773.7 used in investing activities during the nine months ended

September 30, 2024.

The increase was primarily due to outflows for the purchase of $1,436,000.0 of digital assets and $592,756.4 of trading securities, as we began our digital asset treasury strategy, compared to $300,742.5 of short-term investment

purchases for the nine months ended September 30, 2025 and 2024, respectively.

Net Cash Provided by Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2025 was $2,313,156.9 compared to $374,277.9 provided by financing activities for the six months ended

June 30, 2024.

Cash provided during the six months ended June 30, 2025 is 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.

During the six months ended June 30, 2024, cash provided from financing activities comprised cash proceeds of $233,017.5 from the merger, $47,455.0 from the

issuance of convertible notes, and $93,805.4 from warrant exercises.

Net cash provided by financing activities for the nine months ended September 30, 2025 was $2,302,144.8 compared to $734,976.7 provided by financing activities for the nine months

ended September 30, 2024.

Cash provided during the nine months ended September 30, 2025 is 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.

During the nine months ended September 30, 2024, cash provided from financing activities comprised cash proceeds of $233,017.5 from the merger, $47,455.0

from the issuance of convertible notes, $117,949.8 from warrant exercises, and $336,554.4 from the issuance of common stock (net of repurchases).

Off-Balance Sheet Arrangements

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Actual results could differ significantly from the estimates made by our management team.

We refer to estimates, assumptions and judgments of this type as our critical accounting policies and estimates, which we discussed

in our Annual Report.

We refer to estimates, assumptions and judgments of this type as our critical accounting policies and estimates, which we discussed in

our Annual Report.

We review our critical accounting policies and estimates with the audit committee of our board of directors on an annual basis.

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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.

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.

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, 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 intellectual property to market their investment vehicles and financial products.

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

determined this represented a variable interest in Yorkville America.

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 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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eliminated in the condensed consolidated financial statements.

Yorkville America did not have any assets or liabilities upon initial consolidation.

We report a non-controlling interest representing the economic interest held by other parties in

Yorkville America.

Yorkville America did not have any material assets or liabilities upon initial consolidation.

We report a non-controlling interest representing the economic interest held by other

parties in Yorkville America.

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.

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.

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.

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.

Neither 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.

of September 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.

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

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.

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.

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.

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.

Our trading securities consist primarily of equity exchange traded funds that invest

in digital assets.

We had trading securities of $584,865.1 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.

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.

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

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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

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

The writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option.

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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.

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

Digital Assets

Our digital assets as of September 30, 2025, consisted 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 it.

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

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

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

Recent Accounting Pronouncements

1 unchanged sentence

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 2. Management’s Discussion and Analysis