Item 1. Financial Statements
Item 1.
Financial Statements
TRUMP MEDIA & TECHNOLOGY GROUP CORP.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
September 30, 2025
(Unaudited) (1)
December 31, 2024
(Audited)
Assets
Current Assets:
Cash and cash equivalents
$
166,072.7
$
170,236.1
Restricted cash
335,838.8
-
Short-term investments
550,421.7
606,547.3
Trading securities
587,505.1
-
Prepaid expenses and other current assets
10,035.1
7,457.3
Accounts receivable, net
298.8
17.4
Total current assets
1,650,172.2
784,258.1
Property and equipment, net
3,557.7
4,366.0
Goodwill
120,884.2
120,884.2
Digital assets
1,466,689.0
-
Intangible assets, net
21,224.4
25,363.1
Right-of-use assets, net
2,739.0
3,416.1
Total assets
3,265,266.5
938,287.5
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable and accrued expenses
32,741.1
10,167.5
Related party payables
262.0
262.0
Unearned revenue
23.8
1,010.7
Current portion of long-term debt
4,689.4
4,780.5
Current portion of operating lease liability
858.5
1,080.8
Total current liabilities
38,574.8
17,301.5
Convertible notes
945,645.5
-
Long-term operating lease liability
1,933.0
2,559.7
Long-term debt – other
434.2
4,836.2
Deferred tax liability
394.9
-
Total liabilities
986,982.4
24,697.4
Commitments and contingencies (Note 17)
Stockholders’ Equity:
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
28.1
22.1
Paid in capital
5,347,340.2
3,861,662.4
Treasury stock, at cost ( 779,691 and 128,138 shares)
( 17,571.5
)
( 2,908.7
)
Accumulated deficit
( 3,051,702.7
)
( 2,945,185.7
)
Total stockholders’ equity
2,278,094.1
913,590.1
Noncontrolling interest
190.0
-
Total equity
2,278,284.1
913,590.1
Total liabilities and equity
$
3,265,266.5
$
938,287.5
(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 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 . As of December 31, 2024, we did not have a variable interest in the VIE, as a result no assets and liabilities of the VIE are included in our condensed consolidated balance sheet. There is no recourse against us for the liabilities of the consolidated VIE.
The Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.
2
Table of Contents
TRUMP MEDIA & TECHNOLOGY GROUP CORP.
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months
Ended
Nine Months
Ended
(in thousands except share and per share data)
September
30,
2025
September
30,
2024
September
30,
2025
September
30,
2024
Net sales
$
972.9
$
1,010.9
$
2,677.4
$
2,618.3
Operating costs and expenses (1)
Cost of revenue
446.8
123.3
1,126.4
252.9
Research and development
8,302.2
3,893.7
33,908.1
41,913.9
Sales and marketing
717.5
2,189.4
1,770.9
4,435.1
General and administration
31,056.1
17,697.0
84,852.0
95,910.7
Change in fair value of digital assets
16,204.6
-
16,204.6
-
Depreciation and amortization
1,904.1
762.2
5,516.8
771.5
Total operating costs and expenses
58,631.3
24,665.6
143,378.8
143,284.1
Loss from operations
( 57,658.4
)
( 23,654.7
)
( 140,701.4
)
( 140,665.8
)
Interest income
13,384.4
4,653.0
38,216.1
6,814.5
Interest expense
( 11,474.4
)
( 246.7
)
( 15,766.3
)
( 2,906.5
)
Investment income
984.5
-
12,069.5
-
Change in fair value of derivative liabilities
-
-
-
( 225,916.0
)
Loss on the conversion of convertible debt
-
-
-
( 542.3
)
Loss from operations before income taxes
( 54,763.9
)
( 19,248.4
)
( 106,182.1
)
( 363,216.1
)
Income tax expense
( 84.6
)
-
( 394.9
)
-
Net loss
( 54,848.5
)
( 19,248.4
)
( 106,577.0
)
( 363,216.1
)
Less net loss attributable to noncontrolling interest
40.4
-
60.0
-
Net loss available to common stockholders
$
( 54,808.1
)
$
( 19,248.4
)
$
( 106,517.0
)
$
( 363,216.1
)
Loss per share attributable to common stockholders:
Basic
$
( 0.20
)
$
( 0.10
)
$
( 0.43
)
$
( 2.37
)
Diluted*
$
( 0.20
)
$
( 0.10
)
$
( 0.43
)
$
( 2.37
)
Weighted Average Shares used to compute net loss per share attributable to common stockholders:
Basic
277,876,654
200,833,835
246,529,179
152,943,536
Diluted
277,876,654
200,833,835
246,529,179
152,943,536
(1) Operating costs and expenses include stock-based compensation expense as follows:
Research and development
$
2,886.9
$
-
$
18,496.1
$
30,142.5
General and administration
7,603.3
45.7
27,590.4
54,491.2
Total stock-based compensation expense
$
10,490.2
$
45.7
$
46,086.5
$
84,633.7
* Loss per share attributable to common stockholders for diluted calculation is based on the basic weighted shares as these are not dilutive. The basic and diluted loss per share attributable to common stockholders are therefore the same.
The Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.
3
Table of Contents
TRUMP MEDIA & TECHNOLOGY GROUP CORP.
Condensed Consolidated Statements of Stockholders’ (Deficit)/Equity
(Unaudited)
(in thousands, except share
data)
Common
Stock
Number
of
Shares
Par
Value
$0.00
01
Treasury
Stock
Number
of
Shares
Treasury
Stock
Paid in
Capital
Accumulated
Deficit
Total
Stockholders’
(Deficit)/
Equity
Noncontrolling
Interest
Total
Equity
Balance as of December 31, 2023
87,500,000
$
8.8
-
$
-
$
-
$
( 66,770.7
)
$
( 66,761.9
)
$
-
$
( 66,761.9
)
Fair value of TMTG earnout shares
-
-
-
-
2,477,550.2
( 2,477,550.2
)
-
-
-
Conversion of convertible notes upon reverse capitalization
6,014,534
0.6
-
-
300,425.4
-
300,426.0
-
300,426.0
Stock based compensation
1,840,000
0.2
-
-
84,587.8
-
84,588.0
-
84,588.0
Issuance of common stock upon reverse capitalization
41,346,049
4.1
-
-
219,617.5
-
219,621.6
-
219,621.6
Net loss
-
-
-
-
-
( 327,599.7
)
( 327,599.7
)
-
( 327,599.7
)
Balance as of March 31, 2024
136,700,583
13.7
-
-
3,082,180.9
( 2,871,920.6
)
210,274.0
-
210,274.0
Exercise of warrants
8,526,792
0.9
-
-
97,761.4
-
97,762.3
-
97,762.3
Issuance of earnout shares
40,000,000
4.0
-
-
( 4.0
)
-
-
-
-
Conversion of convertible notes into common stock
6,250,000
0.6
-
-
49,999.4
-
50,000.0
-
50,000.0
Net loss
-
-
-
-
-
( 16,368.0
)
( 16,368.0
)
-
( 16,368.0
)
Balance as of June 30, 2024
191,477,375
$
19.2
-
$
-
$
3,229,937.7
$
( 2,888,288.6
)
$
341,668.3
$
-
$
341,668.3
Exercise of warrants
1,758,501
0.2
-
-
20,222.6
-
20,222.8
-
20,222.8
Common stock issued from SEPA
17,655,365
1.7
-
-
344,742.5
-
344,744.2
-
344,744.2
Acquisition of WCT, net of offering costs
2,600,000
0.3
-
-
132,009.1
-
132,009.4
-
132,009.4
Issuance of common stock for services
2,002
0.0
-
-
45.5
-
45.5
-
45.5
Treasury stock
-
-
( 128,138
)
( 2,908.7
)
-
-
( 2,908.7
)
-
( 2,908.7
)
Common stock for ARC settlement
1,024,517
0.1
-
-
( 0.1
)
-
-
-
-
Net loss
-
-
-
-
-
( 19,248.4
)
( 19,248.4
)
-
( 19,248.4
)
Balance as of September 30, 2024
214,517,760
21.5
( 128,138
)
( 2,908.7
)
3,726,957.3
( 2,907,537.0
)
816,533.1
-
816,533.1
Balance as of December 31, 2024
220,785,152
$
22.1
( 128,138
)
$
( 2,908.7
)
$
3,861,662.4
$
( 2,945,185.7
)
$
913,590.1
-
$
913,590.1
Exercise of warrants
19,292
-
-
-
221.5
-
221.5
-
221.5
Stock based compensation
-
-
-
-
17,851.7
-
17,851.7
-
17,851.7
Treasury stock
-
-
( 296,345
)
( 8,250.2
)
-
-
( 8,250.2
)
-
( 8,250.2
)
Vesting of restricted stock units
243,411
-
-
-
-
-
-
-
-
Net loss
-
-
-
-
-
( 31,726.6
)
( 31,726.6
)
-
( 31,726.6
)
Balance as of March 31, 2025
221,047,855
22.1
( 424,483
)
( 11,158.9
)
3,879,735.6
( 2,976,912.3
)
891,686.5
-
891,686.5
Exercise of warrants
3,659
-
-
-
42.1
-
42.1
-
42.1
Stock based compensation
-
-
-
-
17,744.6
-
17,744.6
-
17,744.6
Common stock issued in PIPE
55,857,181
5.6
-
-
1,392,401.4
-
1,392,407.0
-
1,392,407.0
Vesting of restricted stock units
825,981
0.1
-
-
( 0.1
)
-
-
-
-
Non-controlling interest contribution
-
-
-
-
-
-
-
250.0
250.0
Net loss
-
-
-
-
-
( 19,982.3
)
( 19,982.3
)
( 19.6
)
( 20,001.9
)
Balance as of June 30, 2025
277,734,676
$
27.8
( 424,483
)
$
( 11,158.9
)
$
5,289,923.6
$
( 2,996,894.6
)
$
2,281,897.9
$
230.4
$
2,282,128.3
Exercise of warrants
2,828
-
-
-
32.5
-
32.5
-
32.5
Stock based compensation
-
-
-
-
10,490.2
-
10,490.2
-
10,490.2
Vesting of restricted stock units
241,785
-
-
-
-
-
-
-
-
Common stock issued to purchase digital assets
2,797,985
0.3
-
-
46,893.9
-
46,894.2
-
46,894.2
Treasury stock
-
-
( 355,208
)
( 6,412.6
)
-
-
( 6,412.6
)
-
( 6,412.6
)
Net loss
-
-
-
-
-
( 54,808.1
)
( 54,808.1
)
( 40.4
)
( 54,848.5
)
Balance as of September 30, 2025
280,777,274
28.1
( 779,691
)
( 17,571.5
)
5,347,340.2
( 3,051,702.7
)
2,278,094.1
190.0
2,278,284.1
The Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.
4
Table of Contents
TRUMP MEDIA & TECHNOLOGY GROUP CORP.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended
(in thousands)
September
30,
2025
September 30,
2024
Cash flows from operating activities
Net loss
$
( 106,577.0
)
$
( 363,216.1
)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense on debt
15,396.0
2,780.1
Change in fair value of derivative liability
-
225,916.0
Depreciation and amortization
5,516.8
771.5
Loss on extinguishment of debt
-
542.3
Stock based compensation
46,086.5
84,633.7
Change in fair value of digital assets
16,204.6
-
Net unrealized loss on investments
10,845.6
-
Operating lease amortization
677.1
201.2
Deferred taxes
394.9
-
Change in operating assets and liabilities
Other current assets
( 7,640.2
)
( 3,751.4
)
Accounts receivable
( 281.4
)
66.1
Unearned revenue
( 986.9
)
( 2,453.5
)
Operating lease liabilities
( 662.1
)
( 168.6
)
Accounts payable and accrued expenses
23,664.9
2,038.7
Net cash provided by/(used in) operating activities
2,638.8
( 52,640.0
)
Cash flows used in investing activities
Purchases of property and equipment
( 569.7
)
( 5,031.2
)
Purchase of intangible assets
-
( 7,000.0
)
Purchases of digital assets
( 1,436,000.0
)
-
Purchases of short-term investments
( 18,874.4
)
( 300,742.5
)
Proceeds from sales of short-term investments
75,000.0
-
Purchases of trading securities
( 592,756.4
)
-
Sales of trading securities
92.3
-
Net cash used in investing activities
( 1,973,108.2
)
( 312,773.7
)
Cash flows provided by financing activities
Proceeds of convertible notes
960,000.0
47,455.0
Repayment of long-term debt
( 4,629.6
)
-
Proceeds from merger
-
233,017.5
Proceeds from PIPE
1,395,318.3
-
Payments of debt and equity offering costs
( 34,399.3
)
-
Repurchases of common stock
( 14,662.8
)
( 2,908.7
)
Proceeds from SEPA, net
-
339,463.1
Proceeds from the exercise of warrants, net
268.2
117,949.8
Contribution for non-controlling interest
250.0
-
Net cash provided by financing activities
2,302,144.8
734,976.7
Net change in cash, cash equivalents, and restricted cash
331,675.4
369,563.0
Cash, cash equivalents, and restricted cash, beginning of period
170,236.1
2,572.7
Cash, cash equivalents, and restricted cash, end of period
$
501,911.5
$
372,135.7
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents
166,072.7
372,135.7
Restricted cash
335,838.8
-
Total cash, cash equivalents, and restricted cash, end of period
$
501,911.5
$
372,135.7
Supplemental disclosure of cash flow information
Cash paid for interest
$
370.4
$
126.4
Cash paid for taxes
$
895.7
$
1,897.7
Noncash investing and financing activities
Shares issued for conversion of convertible notes
$
-
$
350,426.0
Operating lease assets obtained in exchange for operating lease obligations
$
-
$
2,703.0
Common stock issued for business combination
$
-
$
132,171.0
Common stock issued for digital assets
$
46,894.2
$
-
Debt and equity offering costs
$
41,328.4
$
10,107.5
Digital assets exchanged for other digital assets
$
17,055.1
$
-
The Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.
5
Table of Contents
(Amounts in thousands, except share, per share, and quantity data)
NOTE 1 - DESCRIPTION OF BUSINESS
The accompanying unaudited condensed consolidated financial statements include the historical accounts of TMTG Sub Inc. 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. 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 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.
Merger
On March 25, 2024, TMTG consummated the transactions contemplated by the Merger Agreement dated October 20, 2021, between Digital World Acquisition Corp. (the “Company,” “Digital World” or “DWAC” or, following the closing on March 25, 2024, “TMTG” or “New Digital World”), DWAC Merger Sub, Private TMTG, ARC Global Investments II (“ARC”), LLC and TMTG’s Chief Legal Officer, as amended on May 11, 2022, August 9, 2023 and September 29, 2023. 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 (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.
Notwithstanding the legal form of the Business Combination pursuant to the Merger Agreement, the Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP because
TMTG was the operating company and was determined to be the accounting acquirer under Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), while Digital World was a blank check
company. The determination was primarily based on the evaluation of the following facts and circumstances:
•
The pre-combination equity holders of Private TMTG hold the majority of voting rights in TMTG;
•
The pre-combination equity holders of Private TMTG had the right to appoint the majority of the directors on TMTG’s Board;
•
Private TMTG senior management (executives) are the senior management (executives) of TMTG; and
•
Operations of Private TMTG comprise the ongoing operations of TMTG.
Under the reverse recapitalization model, the Business Combination was treated as TMTG issuing equity for the net assets of Digital World, with no goodwill or intangible assets recorded.
While Digital World was the legal acquirer in the Business Combination, because Predecessor TMTG was deemed the accounting acquirer, the historical financial statements of Predecessor TMTG became the
historical financial statements of the combined company upon the consummation of the Business Combination. As a result, the financial statements reflect (i) the historical operating results of Predecessor TMTG prior to the Business Combination; (ii)
the combined results of Digital World and Predecessor TMTG following the closing of the Business Combination; (iii) the assets and liabilities of Predecessor TMTG at their historical cost; and (iv) the Company’s equity structure for all periods
presented. In connection with the consummation of the Business Combination, Digital World was renamed “Trump Media & Technology Group Corp.” and our wholly owned subsidiary TMTG was renamed “TMTG Sub Inc.”
6
Table of Contents
In accordance with the applicable guidance, the equity structure was retroactively restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company’s common
stock issued to Predecessor TMTG common shareholders and Predecessor TMTG convertible noteholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings (loss) per share related to Predecessor
TMTG convertible notes and Predecessor TMTG common stock prior to the Business Combination were retroactively restated as shares reflecting the exchange ratio established in the Business Combination.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES
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. GAAP”) and
pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
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. 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
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, the fair value of assets acquired and liabilities assumed in business acquisitions, the assessment of recoverability of our goodwill and long-lived assets, and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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, 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
The condensed consolidated financial statements include the financial statements of the Company, its wholly owned subsidiaries, and a VIE in which we are deemed the primary beneficiary, have been
prepared in accordance with U.S. GAAP. All intercompany transactions and balances have been eliminated.
7
Table of Contents
Variable Interest Entity
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. 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.
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, 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 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. Through meeting the criterion of a controlling financial interest, we determined that TMTG is the primary beneficiary of Yorkville America. As the primary
beneficiary of Yorkville America, we consolidate in our financial statements the balance sheets, results of operations, and cash flows of Yorkville America, and all intercompany balances and transactions between us and Yorkville America are
eliminated in the condensed consolidated financial statements. 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 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 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 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 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 9) and as security on unexpired put options.
8
Table of Contents
Unearned 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
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, 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. 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.
Options
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 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 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 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 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.
9
Table of Contents
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
Our financial instruments are exposed to concentrations of credit risk consisting primarily of cash and cash equivalents and short-term investments. Although we deposit cash and cash equivalents with
multiple banks, these deposits may exceed the amount of insurance provided on such deposits. These deposits may generally be redeemed upon demand and in our opinion bear minimal risk.
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. We have internal procedures to restore products in the event
of a service disruption or disaster at any of our data center facilities. We serve our customers and users from data center facilities operated either by us or third parties. Even with these procedures for disaster recovery in place, the
availability of our products could be significantly interrupted during the implementation of restoration procedures.
Recently issued accounting standards
In December 2023, the FASB issued Accounting Standards Update, or ASU, 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for
and Disclosure of Crypto Assets (“ASU 2023-08”). ASU 2023-08 requires digital assets to be measured at fair value as of the end of each reporting period in the balance sheet, with gains and losses from changes in fair value of the digital assets
recognized in net income for each reporting period. 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
market. 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. 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. 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. The adoption of ASU 2023-09 did not have a material impact on our unaudited condensed consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 is effective
prospectively to financial statements issued for reporting period after the effective date or retrospectively to any or all prior periods presented in the financial statements, for annual periods beginning after December 15, 2026 and interim
reporting periods beginning after December 15, 2027. Early adoption is permitted. Adoption of this guidance will result in additional disclosures, but we do not expect the adoption of ASU 2024-03 will impact our consolidated financial position,
results of operations or cash flows.
In November 2024, the FASB issued ASU 2024-04, Debt (Subtopic 470-20): Debt with Conversion and Other Options. ASU 2024-04 clarifies the assessment of whether
a transaction should be accounted for as an induced conversion or extinguishment of convertible debt when changes are made to conversion features as part of an offer to settle the instrument. ASU 2024-04 is effective for reporting periods beginning
after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted for entities that have adopted ASU 2020-06. We do not expect the adoption of ASU 2024-04 to have a material impact on our unaudited
condensed consolidated financial statements.
10
Table of Contents
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
15, 2027. 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
As discussed in Note 1, following the Closing of the Business Combination, TMTG was deemed the accounting acquirer and the transaction was accounted for as a reverse recapitalization.
Transaction Proceeds
Upon the Closing, we received gross proceeds of $ 233,017.5 . The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statements of changes in stockholders’ equity (deficit) for the year ended December 31, 2024:
Cash-trust and cash, net of redemptions
233,017.5
Add: other assets
-
Less: accrued expenses
( 3,292.9
)
Less: notes payable
( 10,103.0
)
Reverse recapitalization, net
219,621.6
In connection with the Merger, TMTG incurred $ 1,640.2 in one-time direct and incremental transaction costs, consisting of legal and other professional fees, recorded in general and administration expenses. TMTG also issued $ 6,130.0 of bonus payments to our employees and a director of Private TMTG that were triggered by the Merger. We recorded $ 5,530.0 and $ 600.0 in general and administration expense and sales and marketing expense, respectively, for the year ended December 31, 2024. TMTG deems these to be non-recurring expenses that are not direct and incremental to the Merger.
The number of shares of common stock issued immediately following the consummation of the Business Combination were:
Digital World common stock, outstanding prior to the Business Combination
39,636,904
Shares issued to Digital World convertible noteholders, converted immediately prior to Business Combination
1,709,145
Predecessor TMTG Shares
87,500,000
Shares issued to former TMTG convertible noteholders (1)
7,854,534
Common stock immediately after the Business Combination (2)
136,700,583
(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.
11
Table of Contents
The number of Predecessor TMTG shares was determined as follows:
Predecessor TMTG
Shares
Shares issued
to shareholders of
Predecessor TMTG
Common stock
100,000,000
87,500,000
100,000,000
$
87,500,000
Public and private placement warrants
In connection with Digital World’s initial public offering in 2021, 14,374,976 public warrants were issued (the “Public Warrants”) and 566,742 warrants were issued in a private placement (the “Private Placement Warrants”; and the Private Placement Warrants together with the Public Warrants, collectively the “Warrants”) all of which warrants remained outstanding and became warrants for the Common Stock in the Company.
Additionally, pursuant to warrant subscription agreements (each a “Warrant Subscription Agreement”) entered into by and between Digital World and certain institutional investors on February 7, 2024, Digital World agreed to issue an aggregate of 3,424,510 warrants (“Convertible Note Post IPO Warrants and “Post-IPO Warrants”), each warrant entitling the holder thereof to purchase one share of the Company’s Class A common stock for $ 11.50 per share. The Convertible Note Post IPO Warrants and Post-IPO Warrants were issued concurrently with the closing of the Business Combination, and have substantially the same terms as the public warrants issued by Digital World in connection with its initial public offering, except that such Post-IPO Warrants may only be transferred to the applicable holder’s affiliates.
TMTG Earnout Shares
As noted in Note 1, in connection with the Merger, TMTG shareholders were entitled to up to 40,000,000 shares if certain post-merger per share market prices were achieved.
We utilized a Monte Carlo simulation analysis to determine the fair value of the Earnout Shares at the date of the merger, which included the following assumptions:
The Monte Carlo simulation conclusion for each tranche of the Earnout Shares was the result of the average of 1,000,000 trial outcomes. Within each trial of the simulation:
1. The stock price was simulated for the defined term ( 1.5 years, 2 years, and 3 years) after the Merger date.
2. The vest date was determined as the date the stock price achieved the different stock price thresholds, which were $ 12.50 , $ 15.00 , and $ 17.50 .
3. The payoff was calculated as the number of shares issued per tranche ( 15 million, 15 million, and 10 million) multiplied by the simulated stock price at the vest date, which varied with each simulation.
4. The payoff was discounted to the present value using the interpolated risk-free rate ranging from 4.31 % to 4.70 %.
Volatility was calculated as the annualized standard deviation of daily returns from a set of Guideline Public Companies (GPC) over the expected term for each tranche. The 75th percentile of GPC
volatilities was selected given our early stage life cycle relative to the GPC set. The accounting for the Earnout Shares was first evaluated under ASC 718 to determine if the arrangement represents a share-based payment arrangement. Because there
were no service conditions nor any requirement of the participants to provide goods or services, we determined that the Earnout Shares were not within the scope of ASC 718.
Next, we determined that the Earnout Shares represent a freestanding equity-linked financial instrument to be evaluated under ASC 480 and ASC 815-40. Based upon the analysis, we concluded that the
Earnout Shares should not be classified as a liability under ASC 480.
We next considered the equity classification conditions in ASC 815-40-25 and concluded that all of the conditions were met. Therefore, the Earnout Share arrangement was appropriately classified in
equity.
As the merger has been accounted for as a reverse recapitalization, the fair value of the Earnout Shares arrangement has been accounted for as an equity transaction as of the closing date of the merger.
12
Table of Contents
On April 26, 2024, the Earnout Shares had been earned and such shares were issued.
NOTE 4 - FAIR VALUE MEASUREMENT
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. We use a
three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2. Significant other inputs that are directly or indirectly observable in the marketplace.
Level 3. Significant unobservable inputs which are supported by little or no market activity.
As of September 30, 2025
Quoted
prices
in active
markets for
identical
assets
(Level 1)
Significant
other
observable
inputs
(Level 2)
Significant unobservable
inputs
(Level 3)
Assets
Money market funds (1)
$
138,334.7
$
-
$
-
Repurchase agreements
550,421.7
-
-
Exchange traded funds (2)
584,865.1
-
-
Call option asset (2)
2,640.0
-
-
Digital assets
1,466,689.0
-
-
Total assets measured at fair value
$
2,742,950.5
$
-
$
-
Liabilities
Option premium liabilities (3)
$
13,136.5
$
-
$
-
Convertible notes
-
-
1,013,040.6
Total liabilities measured at fair value
$
13,136.5
$
-
$
1,013,040.6
As of December 31, 2024
Quoted prices in
active markets for
identical assets
(Level 1)
Significant
other
observable
inputs
(Level 2)
Significant unobservable inputs
(Level 3)
Money market funds (1)
$
160,084.0
$
-
$
-
Repurchase agreements
606,547.3
-
-
Total assets measured at fair value
$
766,631.3
$
-
$
-
(1) Money market funds are reflected in cash, cash equivalents, and restricted cash in the condensed consolidated balance sheets.
(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.
13
Table of Contents
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,
2024
Units
Cost Basis
Fair Value
Units
Cost Basis
Fair Value
Bitcoin
11,542.16
$
1,368,082.6
$
1,320,108.6
-
$
-
$
-
Cronos
756,079,523.00
113,949.3
146,580.4
-
-
-
$
1,482,031.9
$
1,466,689.0
$
-
$
-
The following table presents a reconciliation of our digital asset holdings:
Bitcoin
Cronos
Balance at December 31, 2024
$
-
$
-
Purchases of digital assets
1,386,000.0
96,894.2
Exchange of digital assets
( 17,055.1
)
17,055.1
Sale of digital assets
( 0.6
)
-
Change in fair value
( 48,835.7
)
32,631.1
Balance at September 30, 2025
$
1,320,108.6
$
146,580.4
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
The following table summarizes changes in our goodwill balance:
Balance at December 31, 2024
$
120,884.2
Goodwill related to acquisitions
-
Balance at September 30, 2025
$
120,884.2
Finite-lived intangible assets, net are summarized as follows:
September 30, 2025
Gross Carrying
Amount
Accumulated
Amortization
Net
Carrying Amount
Finite-lived intangible asset
Source code and technology
$
24,500.0
$
( 5,664.2
)
$
18,835.8
Exclusivity rights
3,100.0
( 711.4
)
2,388.6
Intangible assets, net
$
27,600.0
$
( 6,375.6
)
$
21,224.4
14
Table of Contents
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
Gross Carrying Amount
Accumulated Amortization
Net
Carrying Amount
Finite-lived intangible asset
Source code and technology
$
24,500.0
$
( 1,991.2
)
$
22,508.8
Exclusivity rights
3,100.0
( 245.7
)
2,854.3
Intangible assets, net
$
27,600.0
$
( 2,236.9
)
$
25,363.1
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)
$
1,394.7
2026
5,529.9
2027
5,533.5
2028
5,548.7
2029
3,217.6
$
21,224.4
NOTE 7 - PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
September 30, 2025
December 31, 2024
Property and equipment
Furniture and equipment
$
42.8
$
34.5
Computer equipment
5,716.1
5,154.6
Accumulated depreciation
( 2,201.2
)
( 823.1
)
Property and equipment, net
$
3,557.7
$
4,366.0
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:
September 30, 2025
December 31, 2024
Accounts payable
$
7,696.6
$
1,483.3
Other accrued expenses
11,589.7
7,443.4
Option premium liabilities
13,136.5
-
Income tax payable
10.1
732.6
Franchise tax payable
308.2
508.2
Accounts payable and accrued expenses
$
32,741.1
$
10,167.5
15
Table of Contents
NOTE 9 – LONG-TERM DEBT
Convertible Notes
On May 29, 2025, we entered into an Indenture, providing $ 1,000,000.0 in 0.00 % convertible senior secured notes due on May 29, 2028 (the “Notes”), unless earlier repurchased or converted. The Notes carry a 4.00 % original issuance discount. 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.
Each holder 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 $ 1.0 of Notes. We retain the right to force conversion if, at any time after November 29, 2025, the last reported sale price of our common stock exceeds 130 % of the conversion rate for any 20 consecutive trading days during a 30 -day trading period. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
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 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. Collateral will be automatically released upon payment in full of the principal, together with accrued and unpaid interest on the Notes. We are also subject to other customary covenants under the terms of the Indenture.
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 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.
Term Loan
We assumed a loan from our business combination with WorldConnect Technologies, LLC. 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:
2025 (remainder of)
$
-
2026
1,005,000.0
2027
500.0
Total future minimum payments
1,005,500.0
Less: unamortized original issue discount and debt issuance costs
( 54,730.9
)
950,769.1
Less: current
( 4,689.4
)
$
946,079.7
16
Table of Contents
NOTE 10 – LEASES
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.
When measuring lease liabilities for leases that were classified as operating leases, we discounted lease payments using our estimated incremental borrowing rate. The weighted average incremental borrowing rate applied was 7.86 %. 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
September 30, 2025
December 31, 2024
Lease assets
Operating lease cost ROU assets, net
Assets
$
2,739.0
$
3,416.1
Total lease assets
$
2,739.0
$
3,416.1
Lease liabilities
Operating lease liabilities, current
Current liabilities
$
858.5
$
1,080.8
Operating lease liabilities, non-current
Liabilities
1,933.0
2,559.7
Total lease liabilities
$
2,791.5
$
3,640.5
The components of lease costs, which are included in loss from operations in our consolidated statements of operations were as follows:
Three months ended
September
30, 2025
September
30, 2024
Lease costs
Operating lease costs
$
287.6
$
137.4
Variable lease costs
39.7
66.8
Short-term lease costs
8.5
9.3
Total lease costs
$
335.8
$
213.5
Nine months ended
September
30, 2025
September
30, 2024
Lease costs
Operating lease costs
$
865.0
$
249.0
Variable lease costs
107.4
122.8
Short-term lease costs
25.6
35.1
Total lease costs
$
998.0
$
406.9
17
Table of Contents
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)
$
285.7
2026
1,009.6
2027
1,005.1
2028
770.9
2029
87.9
Total future minimum lease payments
3,159.2
Amount representing interest
( 367.7
)
Present value of net future minimum lease payments
$
2,791.5
NOTE 11 - INCOME TAXES
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 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.
NOTE 12 – RELATED PARTY TRANSACTIONS
Administrative Services Arrangement
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 September 30, 2025.
Advances
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 September 30, 2025, our obligation to the Sponsor for such payments was outstanding in the amount of $ 41.0 .
Placement Agent Fee
We paid a placement agent fee to Yorkville Securities, LLC (“Yorkville Securities”), an entity under common ownership with our consolidated VIE, Yorkville America, in the amount of $ 71,899.4 for acting as the Placement Agent to our Equity PIPE Subscription Agreement and Convertible Senior Secured Notes Subscription Agreement which closed on May 29, 2025. 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 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
Basic loss per share is calculated by dividing net loss by the weighted average number of shares of stock outstanding during the period. We computed diluted earnings per share of common stock based on the weighted average number of shares of stock outstanding plus potentially dilutive shares of stock outstanding during the period. 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 September 30, 2025 and 2024 because we incurred a net loss and the potential dilutive shares are anti-dilutive.
18
Table of Contents
Total common stock equivalents excluded from dilutive earnings/loss per share are as follows:
September
30, 2025
September
30, 2024
Convertible notes
28,799,996
-
Warrants
11,019,766
11,205,934
RSUs
2,672,526
-
Total common stock equivalents excluded from dilutive income/loss per share
42,492,288
11,205,934
NOTE 14 – STOCKHOLDERS’ EQUITY
On May 29, 2025, we executed subscription agreements (the “Equity PIPE Subscription Agreements”) with accredited investors (the “Equity PIPE Subscribers”) pursuant to which we sold an aggregate of 55,857,181 shares of our common stock, par value $ 0.0001 per share, for gross proceeds of $ 1,395,318.3 in a private placement (the “PIPE Financing”). The PIPE Financing was issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The proceeds from the PIPE Financing are intended to be used to purchase bitcoin, bitcoin related securities, and for working capital and general corporate purposes.
We paid a placement agent fee and offering costs, in the amount of $ 75,727.6 for our Equity PIPE Subscription Agreement and Convertible Senior Secured Notes Subscription Agreement. Of the consideration paid, $ 41,328.4 was netted against proceeds due for the purchase of shares of our common stock and $ 34,399.2 was paid in cash.
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”). We may 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 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:
Warrants
Weighted
Average
Exercise
Price
Weighted
Average Remaining Contractual
Life
(in years)
Aggregate
Intrinsic
Value
Outstanding at January 1, 2025
11,045,545
$
11.50
4.31
-
Granted
-
-
-
-
Exercised
( 25,779
)
11.50
-
-
Expired or cancelled
-
-
-
-
Outstanding at September 30, 2025
11,019,766
$
11.50
3.56
$
54,217,249
Exercisable at September 30, 2025
11,019,766
$
11.50
3.56
$
54,217,249
19
Table of Contents
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 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. 2024 Equity Incentive Plan and the applicable governing law has been updated to the laws of the State of Florida.
The following table summarizes stock award activity:
Number of Shares of
Common Stock
Weighted Average
Grant-Date Fair
Value
Aggregate Fair
Value
Outstanding at January 1, 2025
1,821,015
$
33.94
-
Granted: RSUs
2,248,094
25.72
-
Vested
( 1,311,177
)
32.89
-
Forfeited
( 85,406
)
29.66
-
Outstanding at September 30, 2025
2,672,526
$
27.93
$
43,882.9
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 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
Investment income consists of the following:
Three months ended
September
30, 2025
Nine
months
ended
September
30, 2025
Option premium income
$
15,333.9
$
22,912.1
Realized gain on sale of trading securities
2.5
3.0
Unrealized loss on trading securities
( 11,418.0
)
( 7,802.0
)
Change in fair value of option premiums
( 2,933.9
)
( 3,043.6
)
$
984.5
$
12,069.5
NOTE 17 - COMMITMENTS AND CONTINGENCIES
From time-to-time, we are a party to litigation and subject to claims, suits, regulatory and government investigations, other proceedings and consent decrees in the ordinary course of business, and
other unasserted claims. We investigate claims as they arise and accrue estimates for resolution of legal and other contingencies when losses are probable and reasonably estimable. Based on current known facts and circumstances, we currently believe
that any liabilities ultimately resulting from ordinary course claims, and proceedings will not individually or in aggregate, have a material adverse effect on our financial position, results of operations, or cash flows. However, the outcomes of
claims legal proceedings or investigations are inherently unpredictable and subject to uncertainty, and may have an adverse effect on us because of defense costs, diversion of management resources and other factors that are not known to us or cannot
be quantified at this time. We may also receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained. The final outcome of any current or future claims
or lawsuits could adversely affect our business, financial position, results of operations or cash flows. We periodically evaluate developments in our legal matters that could affect the amount of liability that has previously been accrued or the
reasonably possible losses that we have disclosed, and make adjustments as appropriate.
20
Table of Contents
Consistent with the practice of many companies, we have entered into, and continue to enter into indemnity agreements with our executive officers and certain members of our board of directors. These
indemnity agreements broadly provide for us to advance expenses (including attorneys’ fees) incurred in connection with any legal proceeding, as well as indemnification for any and all expenses, actually and reasonably incurred, in connection with
the investigation, defense, settlement or appeal of such a proceeding, in connection with matters related to their position. These indemnity agreements provide that the indemnitee shall repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from where there is no further right of appeal that the indemnitee is not entitled to be indemnified.
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 ARC, Patrick Orlando, UAV, Andrew Litinsky, and Wesley Moss in Florida
On February 26, 2024, representatives of ARC Global Investments II, LLC (“ARC”) claimed to Digital World that after a “more comprehensive” review, the conversion ratio for Digital World Class B common stock into Digital World Class A common stock upon the completion of the Business Combination was approximately 1.8 :1. ARC’s new claim also contradicted the previous assertion by Patrick Orlando, the managing member of ARC, that the conversion ratio was 1.68 :1. Digital World’s board of directors viewed these claims as an attempt by Mr. Orlando to secure personal benefits, breaching his fiduciary duty to Digital World and its shareholders. Digital World and Private TMTG initiated a lawsuit against ARC in the Civil Division for the Twelfth Judicial Circuit Court in Sarasota County, Florida, on February 27, 2024 (Docket No. 2024-CA-001061-NC). The complaint sought a declaratory judgment affirming the appropriate conversion ratio as 1.34 :1, as previously disclosed, damages for tortious interference with the contractual and business relationship between Private TMTG and Digital World, and damages for conspiracy with unnamed co-conspirators to interfere with the same. The complaint also sought damages for Mr. Orlando’s breach of fiduciary duty, which exposed Digital World to regulatory liability and resulted in an $ 18 million penalty, and for his continuous obstruction of Digital World’s merger with Private TMTG to extort various concessions that benefited only him and harmed Digital World and its shareholders. Furthermore, the complaint sought damages for the wrongful assertion of dominion over Digital World’s assets inconsistent with Digital World’s possessory rights over those assets. On March 8, 2024, Digital World voluntarily dismissed its declaratory judgment claim against ARC. On March 17, 2024, Digital World and Private TMTG filed an amended complaint, adding a claim for violation of Florida’s Deceptive and Unfair Trade Practices Act. Digital World further alleged breach of fiduciary duty of loyalty, breach of fiduciary duty of care, and conversion claims against Mr. Orlando. With respect to ARC, Digital World alleged aiding and abetting a breach of fiduciary duty. On April 3, 2024, Defendants ARC and Mr. Orlando filed a joint motion to dismiss the amended complaint or, in the alternative, to stay the proceeding pending the Delaware Action (C.A. No. 2024-0184-LWW). Defendants ARC and Mr. Orlando also filed that same day a motion to stay discovery in the action.
21
Table of Contents
On May 29, 2024, Digital World moved to compel discovery from ARC and Mr. Orlando. On July 15, 2024, following a July 10 hearing, the Court entered an order denying the motion to stay discovery and motion to compel. On July 29, 2024, the Court entered an order denying the motion to dismiss or, in the alternative, to stay the proceeding for improper venue. Defendants ARC and Mr. Orlando appealed that order (C.A. No. 2D2024-1780), which the Court dismissed on April 30, 2025. On August 2, 2024, Defendants ARC and Mr. Orlando filed a motion to stay pending appeal in the trial court. On July 31, 2024, Digital World and Private TMTG filed a motion for leave to file a second amended complaint, which proposed to add allegations against ARC and Mr. Orlando related to pre-targeting and other misconduct as set forth in the SEC Complaint against Mr. Orlando, and naming UAV, Andrew Litinsky, and Wesley Moss as additional defendants. On August 15, 2024, Digital World and Private TMTG filed a motion for temporary injunction seeking to enjoin the threatened sale of Digital World stock by Defendant ARC and one of the new defendants proposed to be added through the motion for leave to file a second amended complaint. On August 28, 2024, Digital World and Private TMTG filed a renewed motion to compel, seeking prior productions to the SEC and DOJ and other documents from Defendants ARC and Mr. Orlando. On August 30, 2024, the trial court held a hearing to address several motions. During the hearing, the Court granted Digital World and Private TMTG’s motion for leave to amend and denied their motion for temporary injunction. The trial court also denied the motion to stay pending appeal filed by Defendants ARC and Mr. Orlando. On September 3, 2024, Digital World and Private TMTG filed the Second Amended Complaint. On September 4, 2024, Digital World and Private TMTG filed an expedited motion to compel, seeking production of ARC’s capitalization table, supporting documents, and an order requiring ARC to cooperate with Digital World and Private TMTG in advance of the expiration of the lock-up restriction. On September 5, 2024, Defendants ARC and Mr. Orlando filed a motion to stay pending appeal in the Second District Court of Appeal, which the Second District denied on October 18, 2024 (C.A. No. 2D2024-1780). On September 12, 2024, the Court granted in part and denied in part the expedited motion to compel, ordering production of the capitalization table and supporting documents by September 13, 2024, at 12 p.m. On that same day, Defendants ARC and Mr. Orlando filed a notice of removal in the Middle District of Florida (C.A. No. 8:24-cv-02161). On September 13, 2024, Digital World and Private TMTG filed an emergency motion to remand to state court in the Middle District of Florida, which the Middle District granted on September 17, 2024. On September 18, 2024, Digital World and Private TMTG filed an emergency motion for temporary injunction and contempt against ARC and Mr. Orlando in the state court action. On that same day, the Court held a hearing during which it granted Digital World and Private TMTG’s motion for contempt, imposed a coercive sanction against ARC and Mr. Orlando of $ 5,000 per day until they complied with the Court’s September 12 discovery order, and denied their motion for temporary injunction. Defendants ARC and Mr. Orlando have filed an appeal of that order, which the Court denied on June 13, 2025 (C.A. No. 2D2024-2364).
On September 20, 2024, ARC filed its answer, defenses, and affirmative defenses to the Second Amended Complaint. On September 26, 2024, Defendants ARC and Mr. Orlando filed a motion to compel. 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. On
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: Luis Orleans-Braganza, Lee Jacobson, Bruce J. Garelick, Justin Shaner, Eric Swider, Rodrigo Veloso, Ed Preble, Frank Andrews, and Jeffrey Smith. 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.
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. Orlando and run search terms and a sanction against ARC and Mr. Orlando of $ 5,000 per day from September 18 to November 8, 2024. Defendants ARC and Mr. Orlando have filed a motion for leave to amend their petition to appeal the September 18 order to include an appeal of the November 18 order, which the Court denied on February 5, 2025 (C.A. No. 2D2024-2364).
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. Litinsky, Mr. Moss, and UAV pending its resolution of their motion to stay. On January 23, 2025, Defendants ARC and Mr. Orlando filed a motion to
compel production of documents and a motion to strike. On February 10, 2025, Mr. Orlando and ARC filed an appeal of the Court’s November 18 order, which the Second District denied on April 24, 2025 (C.A. No. 2D2025-0314).
On February 19, 2025, the Court denied the October 3 motion to stay filed by Mr. Orlando and the October 21 motion to stay filed by UAV, Mr. Moss, and Mr. 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.
Orlando on October 3 and UAV, Mr. Moss, and Mr. Litinsky on October 21. The Court also denied the motions to dismiss for failure to state a claim filed by Mr. Orlando on October 3 and UAV, Mr. Moss, and Mr. Litinsky on October 21. 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. Orlando and ARC. The Court also granted in part the motion to dismiss ARC’s counterclaims, dismissing Count V of the counterclaims. On March 21, 2025, UAV, Mr. Moss, and Mr. Litinsky appealed Court’s February 19, 2025 order
denying a stay.
22
Table of Contents
On March 24, 2025, UAV, Mr. Moss, and Mr. Litinsky filed an appeal of the Court’s February 19, 2025 order (C.A. No. 2D2025-0735) in Florida’s Second District Court of Appeal. On March 26, 2025, UAV, Mr. Moss, and Mr.
Litinsky filed an unopposed motion to amend their March 24 petition, which the Second District granted on April 17, 2025.
On July 15, 2025, the Court entered an order granting in part outstanding motions to dismiss Counterclaims and Third-Party Claims brought by UAV, Mr. Litinsky, Mr. Moss, ARC, and Mr. Orlando and dismissing all
Third-Party Defendants including President Trump. Specifically, the Court dismissed Counts 1 and 7-8 of UAV, Mr. Litinsky, and Mr. Moss’s Counterclaims with prejudice, dismissed Counts 2-6 and 9 of UAV, Mr. Litinsky, 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.
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
Moreland. 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
himself. 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.
23
Table of Contents
Litigation with ARC in Delaware
On February 29, 2024, ARC filed a lawsuit in the Court of Chancery of the State of Delaware (C.A. No. 2024-0186-LWW) against Digital World and its directors, alleging an impending violation of the Digital World Charter. ARC alleged that Digital World failed to commit to issue conversion shares to ARC that ARC claims it is owed upon the consummation of the Business Combination pursuant to the Charter. ARC claimed a conversion ratio of 1.81 :1 and sought specific performance and damages for the alleged breach of the Charter, a declaratory judgment that the certain derivative securities of Digital World should be included in the calculation of the conversion ratio, a finding that the directors of Digital World breached their fiduciary duties, and a preliminary injunction to enjoin the Business Combination until Digital World “corrected” the conversion ratio. TMTG defended Digital World’s calculation of the conversion ratio and related rights. In addition to its complaint, ARC also filed a motion with the Court of Chancery requesting that the case schedule be expedited to enable the Court of Chancery to conduct an injunction hearing prior to the March 22, 2024, shareholder vote. On March 5, 2024, the Court of Chancery denied ARC’s motion, stating that it would not conduct a merits or injunction hearing before March 22, 2024. Consequently, the Court of Chancery also denied ARC’s request to postpone the Business Combination vote until after a merits hearing. The Court of Chancery ruled that Digital World’s proposal to deposit disputed shares into an escrow account at the close of the Business Combination was adequate to prevent potential irreparable harm related to ARC’s share conversion. The Court of Chancery also found that Digital World’s public disclosures about ARC’s claims and possible conversion scenarios at the close of the Business Combination further mitigated the risk of irreparable harm due to insufficient disclosure for the March 22, 2024 vote. As a result, on March 21, 2024, Digital World entered into two escrow agreements with Odyssey, as follows: (i) an escrow agreement for the benefit of ARC (the “ARC Escrow Agreement”), pursuant to which DWAC deposited into escrow 3,579,480 shares of TMTG shares of common stock (“Common Stock”), and (ii) an escrow agreement for the benefit of the Non-ARC Class B Shareholders (the “Non-ARC Class B Shareholders Escrow Agreement,” and together with the ARC Escrow Agreement, the “Disputed Shares Escrow Agreements”), pursuant to which TMTG deposited into escrow 1,087,553 shares of TMTG Common Stock, which amounts represent the difference between the actual conversion ratio, determined by Digital World’s board of directors upon closing of the Business Combination (which was determined to be 1.348 :1), and a conversion ratio of 2.00 :1. On September 16, 2024, the Court of Chancery issued its order in this matter setting the conversion ratio at 1.4911 :1. The Court of Chancery ruled against ARC on a substantial majority of its claims, reducing ARC’s proposed calculation of the conversion ratio of 1.81 :1 by approximately 70 % and holding that the former board members of Digital World did not breach any fiduciary duties in setting the conversion ratio calculation or in their public disclosures of the same. As a result of the Court of Chancery’s order, a portion of the disputed shares of Common Stock held in escrow were released to ARC. The release of Common Stock is subject to the terms and conditions of the ARC Escrow Agreement with the Escrow Agent and TMTG. Accordingly, 785,825 shares of TMTG Common Stock, which represents the Court’s calculation for the difference between a ratio of 1.348 :1 and 1.4911 :1, were released from escrow (the “Court Ratio”). Both parties still retain the option to file an appeal within 30 days after the Court of Chancery’s final order. In connection with the Court of Chancery’s final order, 238,692 Common Shares deposited in the Non-ARC Class B Shareholders Escrow Agreement, representing the Court Ratio, were released to the applicable holders, subject to the terms and conditions of the Non-ARC Class B Shareholders Escrow Agreement and the Securities Act of 1933, as amended. On October 23, 2024, ARC filed a motion for a $ 1,000,000 fee award. On July 14, 2025, the Court adjusted the fee award downward, awarding ARC $ 75,000 —less than 10 % of the amount initially sought. 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. 375, 2025). On September 23, 2025, Digital World filed a cross-appeal.
Litigation with Orlando in Delaware
On March 15, 2024, Plaintiff Patrick Orlando brought a lawsuit against Digital World in the Court of Chancery seeking advancement of legal fees associated with Mr. Orlando’s involvement in civil litigation against Digital World in Florida and certain other matters (the “Advancement Lawsuit”) (C.A. No. 2024-0264-CDW). Mr. Orlando’s allegations relate to certain provisions in the Digital World Charter, Digital World’s bylaws, and an indemnity agreement allegedly entered into between Mr. Orlando and Digital World. Mr. Orlando alleges that those certain provisions require Digital World to pay the legal fees Mr. Orlando incurred and will incur in connection with legal proceedings in which he is involved by reason of the fact that he is or was a director or officer of Digital World. Mr. Orlando seeks a court order that (i) declares that he is entitled to legal fees for certain proceedings described in the complaint, (ii) requires Digital World to pay for legal fees incurred and future legal fees to be incurred for those proceedings, (iii) requires Digital World to pay the fees incurred to bring the Advancement Lawsuit, and (iv) requires Digital World to pay pre- and post-judgment interest on the amounts owed to Mr. Orlando. On April 3, 2024, the Court of Chancery entered a Stipulation and Advancement Order (“Stipulation”) stating that Mr. Orlando is entitled to advancement of attorneys’ fees and costs incurred with legal proceedings described in the Stipulation, subject to Digital World’s right to challenge the reasonableness of those attorneys’ fees and costs. The Stipulation further states that Mr. 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 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. Orlando. On April 23, 2024, Mr. Orlando filed a motion for leave to supplement the Advancement Lawsuit to add a claim for advancement of legal fees and expenses Mr. Orlando had incurred and would incur in connection with his defense of an action for declaratory judgment brought by members of ARC regarding Mr. Orlando’s removal as the managing member of ARC (the “ARC Removal Action”). Mr. Orlando also sought reimbursement for the legal fees and expenses incurred in connection with his supplement to the Advancement Lawsuit, and he sought pre-judgment and post-judgment interest on the amounts he claimed were owed to him. On August 1, 2024, plaintiffs in the ARC Removal Action dismissed their complaint without prejudice. On August 8, 2024, Mr. Orlando dismissed his supplemental claims in the Advancement Lawsuit without prejudice.
24
Table of Contents
On February 10, 2025, Mr. 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. 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.”
On March 31, 2025, Mr. Orlando filed a motion seeking advancement of certain disputed fees. On April 8, 2025, Mr. Orlando filed a motion for sanctions, which he subsequently withdrew. On June 23, 2025, Mr. Orlando
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. On
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 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: Media and Truth.Fi:
•
Media, previously social media & streaming, includes products and services such as advertisement through our Truth Social platform. 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.
The “Corporate & Other” category presented in the following tables is not considered an operating segment. It consists primarily of costs and expenses related to executing our digital asset treasury
strategy and includes the realized and unrealized gains and losses from our digital asset treasury strategy, third-party costs associated with our digital asset holding strategy, net interest expense primarily related to long-term debt obligations
(used to fund our digital asset treasury strategy), and income tax effects generated from our digital asset treasury strategy and related debt issuance. We have not dedicated certain corporate resources to our digital asset treasury strategy.
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 nine months ended September 30, 2025 and 2024, all revenues were earned from our Media segment.
25
Table of Contents
Review of cash forecast models is used to assess the segment’s results and performance, and inform investment decisions by our CODM. Consolidated net loss and Segment EBITDA are used to monitor
budgeted versus actual results. Additionally, review of budgeted versus actual results is used in assessing performance of the segment.
As part of the segment reorganization, we reallocated our Segment EBITDA to each reporting unit and corporate & other. We have reflected this reallocation in all historical periods presented.
The following table presents our segment information for the periods indicated:
Three months ended
September 30,
Nine months ended
September 30,
2025
2024
2025
2024
Media
$
( 5,810.4
)
$
( 5,195.4
)
$
( 16,025.7
)
$
( 13,841.1
)
Truth.Fi
( 422.2
)
-
( 637.6
)
-
Total Segment EBITDA
( 6,232.6
)
( 5,195.4
)
( 16,663.3
)
( 13,841.1
)
Corporate & other
( 38,047.0
)
( 17,651.4
)
( 60,365.3
)
( 41,419.5
)
Interest income/(expense), net
1,910.0
4,406.3
22,449.8
3,908.0
Depreciation & amortization
( 1,904.1
)
( 762.2
)
( 5,516.8
)
( 771.5
)
Stock-based compensation
( 10,490.2
)
( 45.7
)
( 46,086.5
)
( 84,633.7
)
Income taxes
( 84.6
)
-
( 394.9
)
-
Change in fair value of derivative liabilities
-
-
-
( 225,916.0
)
Loss on extinguishment of debt
-
-
-
( 542.3
)
Net loss
$
( 54,848.5
)
$
( 19,248.4
)
$
( 106,577.0
)
$
( 363,216.1
)
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
Media
Truth.Fi
Corporate
& Other
Media
Truth.Fi
Corporate
& other
Cash, cash equivalents, and restricted cash
$
6,448.3
$
2,149.9
$
493,313.3
$
10,152.1
$
-
$
160,084.0
Short-term investments
-
-
550,421.7
-
-
606,547.3
Trading securities
-
-
587,505.1
-
-
-
Digital assets
-
-
1,466,689.0
-
-
-
$
6,448.3
$
2,149.9
$
3,097,929.1
$
10,152.1
$
-
$
766,631.3
NOTE 19 – SUBSEQUENT EVENTS
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.”
26
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.