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Item 7. Management’s Discussion and Analysis

2026-02-27 compared with 2025-02-14 · 551 added, 621 removed, 115 unchanged (91% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with

our audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023, and for the year ended December 31, 2022, and other information included elsewhere in this Annual Report.

This discussion contains

forward-looking statements that involve risks and uncertainties.

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with our audited

consolidated financial statements as of and for the years ended December 31, 2025, 2024, and 2023, and other information included elsewhere in this Annual Report.

This discussion contains forward-looking statements that involve risks and uncertainties.

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

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

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

Additionally, our historical results are not necessarily indicative

of the results that may be expected in any future period.

Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of

Operations” to “TMTG,” “we,” “us,” “our,” and the “Company” are intended to refer to (i) following the Business Combination, the business and operations of Trump Media & Technology Group Corp.

and its consolidated subsidiaries, and (ii)

prior to the Business Combination, Private TMTG (the predecessor entity in existence prior to the consummation of the Business Combination) and its consolidated subsidiaries.

In this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” , all dollars are presented in thousands.

TMTG ended 2024 with $776,783.4 of cash, cash equivalents, and short-term investments, as well as

$9,616.7 of debt (excluding lease liabilities) arising from the WCT transaction.

TMTG aspires to build a media and technology powerhouse to rival the liberal media consortium and promote free expression.

founded to fight back against the Big Tech companies-Meta (Facebook, Instagram, and Threads), X (formerly Twitter), Netflix, Alphabet (Google), Amazon and others-that it believes have colluded to curtail debate in America and censor voices

that contradict “woke” ideology.

TMTG aims to safeguard public debate and open dialogue, and to provide a platform for all users to freely express themselves.

TMTG Sub Inc.

(formerly known as Trump Media & Technology Group Corp.) (“ Private TMTG ”) was

incorporated on February 8, 2021, and launched its first product, Truth Social, which is a social media platform aiming to end Big Tech’s assault on free speech by opening up the internet and giving the American people their voices back.

is a public, real-time platform where any user can create content, follow other users, and engage in an open and honest global conversation without fear of being censored or cancelled due to their political viewpoints.

TMTG does not

restrict whom a user can follow, which it believes will greatly enhance the breadth and depth of available content.

Additionally, users can be followed by other users without requiring a reciprocal relationship, enhancing the ability of

TMTG users to reach a broad audience.

Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “Risk

Factors” and “Special Note Regarding Forward-Looking Statements” included elsewhere in this report.

Additionally, our historical results are not necessarily indicative of the results that may be expected in any future period.

This section generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.

Discussion of 2023 items and comparisons between 2024

and 2023 that are not included in the Annual Report can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”).

Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “TMTG,”

“we,” “us,” “our,” and the “Company” are intended to refer to (i) following the Initial Business Combination, the business and operations of Trump Media & Technology Group Corp.

and its consolidated subsidiaries, and (ii) prior to the Initial

Business Combination, Private TMTG (the predecessor entity in existence prior to the consummation of the Initial Business Combination) and its consolidated subsidiaries.

In this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, all dollars are presented in thousands, except per share

TMTG ended 2025 with approximately $2,473.2 million of cash, cash equivalents, restricted cash, short-term investments, equity securities, convertible note receivable, interest

receivable, digital assets, and digital assets pledged as well as approximately $947.1 million of debt (excluding lease liabilities).

Our $31,330.5 of restricted cash serves as collateral to our debt, which may be used to purchase bitcoin and bitcoin

related securities, and our unexpired cash-covered put options.

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

At the time, with no accountability, unknown

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

This had already been going on, through shadow bans and

other less overt forms of on-line policing, for some time.

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

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

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

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

acceptability of their speech.

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

TMTG prides itself on operating its platform, to the best of its

ability, without relying on Big Tech companies.

Partnering with pro-free-speech alternative technology firms, Private TMTG fully launched Truth Social for iOS in April 2022.

Private TMTG debuted the Truth Social web application in May 2022,

and the Truth Social Android App became available in the Samsung Galaxy and Google Play stores in October 2022.

Private TMTG introduced direct messaging to all versions of Truth Social in 2022, released a “Groups” feature for users in May

2023, and announced the general availability of Truth Social internationally in June 2023.

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

In accordance with Truth Social’s terms of service, illegal and prohibited content includes, but is not limited to a) sexual content or language;

b) content that includes sexual activity, sexual intercourse or any type of sexual

c) any content that portrays or suggest explicit sexual acts or sexually suggestive positions or poses;

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

relying on Big Tech companies.

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

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

Samsung Galaxy and Google Play stores in October 2022.

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

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

availability of Truth Social internationally in June 2023.

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

TMTG has also connected the Truth Social platform to its Truth+ streaming service, and added additional

features including “for you” feed, a “discover” tab to find trending content, and a carousel to recommend other accounts.

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

In accordance with

Truth Social’s terms of service, illegal and prohibited content includes, but is not limited to a) sexual content or language;

b) content that includes sexual activity, sexual intercourse or any type of sexual act;

c) any content that portrays or

suggest explicit sexual acts or sexually suggestive positions or poses;

d) sexually suggestive (explicit or vague) statements, texts or phrases;

or e) content in which sexual acts are requested or

offered, including pornography, prostitution, sugar babies, sex trafficking or sexual fetishes.

Using human moderators and an artificial intelligence vendor known as HIVE, Truth Social has developed what TMTG believes is a robust, fair, and

viewpoint-neutral moderation system and that its moderation practices are consistent with, and indeed help facilitate, TMTG’s objective of maintaining “a public, real-time platform where any user can create content, follow other users, and

engage in an open and honest global conversation without fear of being censored or cancelled due to their political viewpoints.”

During 2024, our capitalization was significantly enhanced through receipt of Business Combination proceeds and proceeds from the

issuance of common stock described in detail in the section below titled, “ Standby Equity Purchase Agreement .” As a result, we ended 2024 with $776,783.4 of cash, cash equivalents, and short-term

investments and just $9,616.7 of debt (excluding lease liabilities).

Private TMTG conducted extensive technological due diligence and testing regarding a particular, state-of-the-art technology that

supports video streaming and provides a “home” for cancelled content creators, and which TMTG has worked to acquire and incorporate into its product offerings and/or services as soon as practicable.

On April 16, 2024, TMTG announced that,

after nine months of testing on its Web and iOS platforms, the Company has finished the research and development phase of a new live TV streaming platform and expects to begin scaling up its own content delivery network (“ CDN ”) branded as Truth+.

TMTG announced plans to roll out its streaming content in three phases:

or e) content in which sexual acts are requested or offered, including pornography, prostitution, sugar

babies, sex trafficking or sexual fetishes.

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

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

censored or cancelled due to their political viewpoints.”

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

entertainment conglomerates and cable providers.

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

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

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

phase of a new live TV streaming platform and expects to begin scaling up its own content delivery network (“CDN”) branded as Truth+.

We announced plans to roll out its streaming content in three phases:

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

On August 7, 2024, TMTG announced that TV streaming

via Truth Social had become available via all three modalities.

On August 7, 2024, TMTG announced that TV

streaming via Truth Social had become available via all three modalities.

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

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

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

Release Truth Social streaming apps for home TV.

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

Apple TV, Android TV, and Amazon Fire TV.

On January 29, 2025, TMTG announced its financial technology strategy, which will include the launch of the financial services and FinTech brand

Truth.Fi, including the investment of up to $250 million to be custodied by Charles Schwab.

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

customized exchange-traded

As of October 21, 2024, TMTG had announced that

Truth+ streaming had been released as a standalone product on Android, iOS, and Web.

Release Truth Social streaming apps for connected TVs.

As of October 23, 2024, Truth+ streaming was available on Apple TV, Android TV, and Amazon

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

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

On July 7, 2025, TMTG announced the successful launch of global streaming.

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

TMTG is actively developing various means of

monetizing the Truth+ platform, including through advertising.

On July 9, 2025, TMTG announced the public beta testing of a subscription plan with premium content, the Patriot Package—and that, in the future, Patriot Package subscribers will

accumulate Truth gems, which will eventually be tied to a utility token on both Truth Social and Truth+.

On August 7, 2025, TMTG announced that Truth+ launched a slate of on-demand content from the Great American Media broadcaster—home to a wide

array of programming and brands, spanning faith, comedies, dramas, classic series, lifestyle content, and more, and on August 7, 2025, TMTG announced that Truth+ has added British news broadcaster GB News to the Truth+ platform.

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

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

customized separately managed accounts (“SMAs”);

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

and bitcoin and similar cryptocurrencies or crypto-related securities.

On April 15, 2025, TMTG and its partners

announced the launch of SMAs.

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

On December 30, 2025, TMTG announced the launch of five

ETFs on the New York Stock Exchange:

Truth Social American Security & Defense ETF (TSSD), Truth Social American Next Frontiers ETF (TSFN), Truth Social American Icons ETF (TSIC), Truth Social American Energy Security ETF (TSES), and the Truth

Social American Red State REITs ETF (TSRS).

By expanding into this realm, we aim to serve millions of investors in America and around the world who believe in the greatness of the American economy and

want to invest in superior companies while avoiding the giant, woke investment funds and politically motivated debanking problems.

Bitcoin and Digital Asset Strategy

TMTG has implemented a bitcoin and digital asset treasury strategy to help ensure the Company’s financial freedom and protect against discrimination by

financial institutions, and may also consider the acquisition of other, similar cryptocurrencies.

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

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

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

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

On May 30, 2025, TMTG announced that it had closed a private placement offering with approximately 50 investors, previously announced on May 27, 2025,

consisting of (i) the sale of the Company’s common stock, for gross proceeds of approximately $1.44 billion and (ii) 0.00% convertible senior secured notes due 2028 in the principal amount of $1.00 billion, for an aggregate purchase price of

approximately $2.44 billion.

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

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

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

TMTG will acquire (or, as applicable derecognize) its bitcoin and bitcoin-related holdings in the amounts and on the timeline it deems optimal.

TMTG will continue to monitor market conditions in

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

Truth Predict

On October 28, 2025, we announced TMTG’s newest brand, Truth Predict, which aims to make prediction markets available via Truth Social through an exclusive arrangement with

Crypto.com Derivatives North America (CDNA), a CFTC-registered exchange and clearinghouse.

Details of Truth Predict product offerings—and associated technology—remain in development.

Trump Media Group CRO Strategy

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

1 to the Business Combination Agreement, dated

October 31, 2025, the “Business Combination Agreement”) for a business combination (the “Business Combination”) to establish Trump Media Group CRO Strategy, Inc., a digital asset treasury company focused on acquisition of the native cryptocurrency

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

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

market cap as of announcement) from Crypto.com, $200 million in cash and $220 million cash-in mandatory exercise warrants, with an additional $5 billion equity line of credit from an affiliate of Yorkville, YA II PN, Ltd.

(“YA”), which would make it

the first and largest publicly traded Cronos treasury company, as well as what we believe to be the largest digital asset treasury company in history relative to the market cap of the underlying digital asset.

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

on the accumulation and active management of Cronos.

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

By focusing on yield-generating, ecosystem-aligned assets

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

positioning in a growing asset.

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

The operation of the validator will enable direct participation

in the network’s security and governance, while generating native staking rewards that are reinvested to compound Cronos holdings over time and help offset operational expenses.

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

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

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

Yorkville Acquisition Corp.

(the “TMTG Contribution Agreement” and, together with the Crypto.com Contribution Agreements (as defined in the Business Combination Agreement) and the TMTG License Agreement (defined below), the “Contribution Agreements”)

pursuant to which, at the closing of the Business Combination (the “Closing” and such date, the “Closing Date”), TMTG will contribute 100% of the issued and outstanding membership interests of Trump Media Group, LLC, a Florida limited liability

company, to Yorkville Acquisition Corp.

in consideration of 10,000,000 shares of Yorkville Acquisition Corp.’s Class A common stock, par value $0.0001, of the SPAC (the “SPAC Class A Common Stock”), three tranches of Earnout Warrants exercisable for

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

Pursuant to and concurrently with the

execution and delivery of the Business Combination Agreement, TMTG entered into a trademark license agreement (the “TMTG License Agreement”), with Trump Media Group, LLC, a Florida limited liability company, (“Asset Company”) pursuant to which,

immediately prior to, but contingent upon, the Closing, TMTG will license the rights to use the “Trump Media Group” brand name and certain other Intellectual Property rights to the Asset Company.

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

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

during the 36-month period beginning on the date of closing the Business Combination.

Company Growth Strategy

As TMTG seeks to create a fully integrated media and technology company, it is pursuing these growth strategies:

Grow Truth Social.

TMTG believes that growth in

Truth Social’s user base will drive more unique content, which in turn will drive the viral, organic promotion of content on Truth Social, thereby attracting more platform partners and advertisers.

TMTG also plans to grow Truth Social

through the addition and refinement of user-friendly features — including the integration of video — and continued global expansion.

As Truth Social attracts more users, the value proposition for advertisers increases, thereby

incentivizing advertisers to develop unique and compelling content for the platform.

Increase Product Offerings and Services.

Organically and/or in partnership with third parties, TMTG intends to continue developing additional cutting-edge products and/or services, including Truth+ and Truth.Fi, to complement the Truth Social platform and expand the Truth

Pursue Strategic Acquisitions and/or Partnerships.

With cancel culture having swept through corporate America, businesses have faced increasing pressure to silence or disavow certain customers and/or have often taken controversial stands on political issues that alienated many consumers.

Concurrently, an increasing number of entrepreneurs are catering to conservatives across various industries.

TMTG will continue to explore opportunities to partner, merge with and/or acquire other participants in this growing America

First Economy that would benefit from TMTG’s technology and branding—and that are able to function effectively if TMTG evolves into a holding company with numerous, largely autonomous subsidiaries in a variety of industries.

Such initiatives and acquisitions are subject to material changes and risks, some of which are beyond TMTG’s control.

uncertainties, TMTG believes it is premature for TMTG to predict when it will attain profitability and positive cash flows from its operations.

While continuing to develop, refine, and expand its existing products and services, TMTG has consistently been looking to further diversify into new sectors.

A key part of its strategy has been to form

partnerships with great companies that align with TMTG’s mission, and to expand into new realms through mergers and acquisitions.

We have strongly focused on assessing potential merger-and-acquisition opportunities with top-quality companies and

identifying “crown jewel” assets.

On December 18, 2025, TMTG and TAE Technologies, Inc., a Delaware corporation (“TAE”), issued a joint press release announcing the execution of an Agreement

and Plan of Merger, dated December 18, 2025, by and among TMTG, TAE and T Media Sub, Inc., a Florida corporation and wholly owned subsidiary of TMTG, pursuant to which, upon the terms and subject to the conditions set forth therein, T Media Sub,

will merge with and into TAE (the “TAE Merger”), with TAE surviving the TAE Merger as a wholly owned subsidiary of TMTG.

Key Factors Affecting Results of Operations

Executive & Consultant Promissory Notes

Private TMTG issued TMTG Executive & Consultant Promissory Notes to certain executives and consultants prior to the Closing Date.

The principal amounts of the executive notes were as follows:

$1,150.0 for Devin Nunes, our Chief Executive Officer, $4,900.0 for Phillip Juhan, our Chief Financial Officer, and $200.0 for Andrew Northwall, our former Chief Operating

Officer, and the aggregate amount of such notes for other executives and one former director of Private TMTG was $4,650.0.

Private TMTG was not required to pay any interest pursuant to such notes.

Upon the closing of the Merger, such notes

automatically converted in whole, without any further action by the holders thereof, into 1,090,000 shares of TMTG common stock.

In addition, the aggregate principal amount of other consultant notes totaled $7,500.0, which converted into

750,000 shares of TMTG common stock at Closing.

Restricted Stock Units and Shares for Services

TMTG granted 2,428,018 RSUs to executives of the Company for the year-ended December 31, 2024.

The Company recognized

$21,093.9 of compensation expense from the vesting of these RSUs based upon the fair value of the awards on their date of grant.

Restricted Stock Units

TMTG granted 3,023,481 restricted stock units (RSUs) to employees and directors of the Company for the year-ended December 31, 2025.

Company recognized $59,191.1 of compensation expense from the vesting of these RSUs based upon the fair value of the awards on their date of grant.

As of December 31, 2025,

unrecognized compensation expense related to non-vested equity grants was $68,676.1.

In October 2024, we issued 57,230 shares of our common stock to WCT pursuant

to achieving operational milestones related to the opening of our data centers that were compensatory in nature, due to project management services WCT provided related to opening our data centers outside the scope of our written

agreement with them.

Compensation expense totaling $1,659.8 was recorded based on the fair value of the common stock when the milestones were achieved.

Inflation and the Global Supply Chain

1 unchanged sentence

economy is experiencing a bout of increased inflation, resulting in rising prices.

Reserve, as well as its counterparts in other countries, have engaged in a series of interest rate hikes in an effort to combat rising inflation.

Although inflation did not have a significant impact on our results of operations for the

years ended December 31, 2024, 2023, and 2022, we anticipate that inflation will have an impact on our business going forward, including through a material increase in our cost of revenue and operating expenses in the coming years, if not

Continued or permanent rises in core costs could impact our growth negatively.

Federal Reserve, as well as its counterparts in

other countries, have engaged in a series of interest rate hikes in an effort to combat rising inflation.

Although inflation did not have a significant impact on our results of operations for the years ended December 31, 2025, 2024, and 2023, we

anticipate that inflation will have an impact on our business going forward, including through a material increase in our cost of revenue and operating expenses in the coming years, if not permanently.

Continued or permanent rises in core costs could

impact our growth negatively.

Current Economic Conditions

We are subject to risks and uncertainties caused by events with significant macroeconomic impacts, including, but not limited to, the

COVID-19 pandemic, the Russian invasion of Ukraine, the Israel-Hamas war, and actions taken to counter inflation.

We are subject to risks and uncertainties caused by events with significant macroeconomic impacts, including, but not limited to, health outbreaks such as the

COVID-19 pandemic, geo-political risks such as the Russian invasion of Ukraine, and actions taken to counter inflation.

Supply chain constraints, labor shortages, inflation, and rising interest rates and reduced consumer confidence have caused

advertisers in a variety of industries to be cautious in their spending and to either pause or slow their campaigns.

In order to manage our cost structure in light of the current macroeconomic environment and pending TMTG’s access to additional capital

via the Business Combination, we sought opportunities to reduce our expense growth.

In order to manage our cost structure in light of the current macroeconomic environment and pending TMTG’s access to additional capital via the Initial Business Combination, we sought

opportunities to reduce our expense growth.

Following the elimination of several positions in March 2023, we paused hiring in the second quarter of 2023.

We were subsequently more selective about the

roles that we filled, resulting in some attrition.

We were subsequently more selective about the roles that we filled, resulting in some attrition.

We also reduced non-labor spend in areas such as travel, rent, consulting fees, and professional services.

The extent of the ongoing impact of these macroeconomic events on our business and on global economic activity is uncertain and may

continue to adversely affect our business, operations and financial results.

Our past results may not be indicative of our future performance, and historical trends in revenue, income (loss) from operations, net income (loss), and net

income (loss) per share may differ materially.

The extent of the ongoing impact of these macroeconomic events on our business and on global economic activity is uncertain and may continue to adversely affect our business,

operations and financial results.

Our past results may not be indicative of our future performance, and historical trends in revenue, income (loss) from operations, net income (loss), and net income (loss) per share may differ materially.

President Donald J.

TMTG’s success depends in part on the popularity of our brand and the reputation and popularity of President Donald J.

of TMTG’s brand may diminish if the popularity of President Donald J.

The value of TMTG’s brand may diminish if the popularity

of President Donald J.

Trump were to suffer.

Adverse reactions to publicity relating to President Donald J.

Trump, or the loss of his services, could adversely affect TMTG’s revenues, results

of operations and its ability to maintain or generate a consumer base.

Trump, or the loss of his services, could adversely affect TMTG’s revenues, results of operations and its ability to maintain or generate a

consumer base.

President Donald J.

Trump is involved in numerous lawsuits and other matters that could damage his reputation.

Additionally, TMTG’s business plan relies on President

Trump bringing his former social media followers to TMTG’s platform.

In the event any of these, or other events, cause his followers to lose interest in his messages, the number of users of our platform could decline or not grow

as we have assumed.

To the extent users prefer a platform that is not associated with President Donald J.

Additionally, TMTG’s business plan relies on President Donald J.

Trump bringing his former social media followers to TMTG’s

In the event any of these, or other events, cause his followers to lose interest in his messages, the number of users of our platform could decline or not grow as we have assumed.

To the extent users prefer a platform that is not associated

with President Donald J.

Trump, TMTG’s ability to attract users may decrease.

Growth in User Base

We currently rely on the sale of advertising services for all of our revenue.

If we experience a decline in the number of users or a

decline in user engagement, including as a result of the loss of high-profile individuals and entities who generate content on Truth Social, advertisers may not view Truth Social as attractive for their marketing expenditures, and may

reduce their spending with us, which would harm our business and operating results.

Truth Social is being developed as a global platform for public self-expression and conversation in real time and our business depends

on continued and unimpeded access to Truth Social on the internet by our users and advertisers.

We face strong competition to attract and engage users, including other social media platforms that focus on the same audience that Truth Social

focuses on, competitors that develop products, features, or services that are similar to ours or that achieve greater market acceptance, companies which have greater financial resources and substantially larger user bases, which offer a

variety of internet and mobile device-based products, services and content.

The growth of our user base depends upon many factors both within and beyond our control, including the popularity, usefulness, ease of

use, performance and reliability of our products and services compared to those of our competitors;

We currently rely on the sale of advertising services for a majority of our revenue.

If we experience a decline in the number of users or a decline in user engagement, including as a

result of the loss of high-profile individuals and entities who generate content on Truth Social, advertisers may not view Truth Social as attractive for their marketing expenditures, and may reduce their spending with us, which would harm our

business and operating results.

Truth Social is being developed as a global platform for public self-expression and conversation in real time and our business depends on continued and unimpeded access to Truth

Social on the internet by our users and advertisers.

We face strong competition to attract and engage users, including other social media platforms that focus on the same audience that Truth Social focuses on, competitors that develop products,

features, or services that are similar to ours or that achieve greater market acceptance, companies which have greater financial resources and substantially larger user bases, which offer a variety of internet and mobile device-based products,

services and content.

The growth of our user base depends upon many factors both within and beyond our control, including the popularity, usefulness, ease of use, performance and reliability of our

products and services compared to those of our competitors;

the amount, quality and timeliness of content generated by our users;

the frequency and relative prominence of the ads displayed by us or

our competitors;

the safety and security of Truth Social;

the frequency and relative prominence of the ads displayed by us or our competitors;

the safety and security of Truth

and whether there is improper access to or disclosure of our users’ information, which could harm our reputation.

Prior to the Closing, Private TMTG relied primarily on bridge financing, in the form of convertible promissory notes, to build the Truth

Social platform.

TMTG intends to use the funds available as a result of the Business Combination to catalyze growth, including through strategic investments in marketing, advertising sales, and new technologies as described above, while

continuing to prioritize feature development and user experience.

Prior to the Closing, Private TMTG relied primarily on bridge financing, in the form of convertible promissory notes, to build the Truth Social platform.

TMTG intends to use the funds

available as a result of the Initial Business Combination to catalyze growth, including through strategic investments in marketing, advertising sales, and new technologies as described above, while continuing to prioritize feature development and

user experience.

Private TMTG has historically incurred operating losses and negative cash flows from operating activities.

For the reasons described below, TMTG expects to continue to incur

operating losses and negative cash flows from operating activities for the foreseeable future, as it works to expand its user base, attracting more platform partners and advertisers.

For the reasons described below, TMTG may continue to incur operating losses and negative cash flows from operating activities

for the foreseeable future, as it works to expand its user base, attracting more platform partners and advertisers.

Attract, Retain and Motivate Talented Employees

Our results of operations rely on the leadership and experience of our relatively small number of key executive management personnel,

and the loss of key personnel or the inability of replacements to quickly and successfully perform in their new roles could adversely affect our business.

We have experienced management departures and may continue to experience management

Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process could have a material adverse effect on our business, financial

condition and results of operations.

The loss of the services of these key employees or our executive management members could have a material adverse effect on our business and prospects, as we may not be able to find suitable individuals

to replace such personnel on a timely basis or without incurring increased costs.

Furthermore, although the risk is somewhat mitigated by the non-competition agreements signed by certain key employees in connection

with the Closing of the Business Combination, if we lose or terminate the services of one or more of our key employees or if one or more of our current or former executives or key employees joins a competitor or otherwise competes with us,

it could impair our business and our ability to successfully implement our business plan.

Additionally, if we are unable to hire qualified replacements for our executive and other key positions in a timely fashion, our ability to execute

our business plan would be harmed.

Even if we can quickly hire qualified replacements, we could experience operational disruptions and inefficiencies during any such transition.

We believe that our future success will depend on our

continued ability to attract and retain highly skilled and qualified personnel.

Our results of operations rely on the leadership and experience of our relatively small number of key executive management personnel, and the loss of key personnel or the inability of

replacements to quickly and successfully perform in their new roles could adversely affect our business.

We have experienced management departures and may continue to experience management departures.

Any significant diversion of management attention

away from ongoing business concerns and any difficulties encountered in the transition and integration process could have a material adverse effect on our business, financial condition and results of operations.

The loss of the services of these key

employees or our executive management members could have a material adverse effect on our business and prospects, as we may not be able to find suitable individuals to replace such personnel on a timely basis or without incurring increased costs.

Furthermore, although the risk is somewhat mitigated by the non-competition agreements signed by certain key employees in connection with the closing of the Initial Business

Combination, if we lose or terminate the services of one or more of our key employees or if one or more of our current or former executives or key employees joins a competitor or otherwise competes with us, it could impair our business and our

ability to successfully implement our business plan.

Additionally, if we are unable to hire qualified replacements for our executive and other key positions in a timely fashion, our ability to execute our business plan would be harmed.

Even if we can

quickly hire qualified replacements, we could experience operational disruptions and inefficiencies during any such transition.

We believe that our future success will depend on our continued ability to attract and retain highly skilled and qualified

In addition, many of our key technologies and systems will be custom-made for our business by our personnel.

The loss of key engineering, product development,

marketing and sales personnel could disrupt our operations and have an adverse effect on our business.

The loss of key engineering, product development, marketing and sales personnel could disrupt our operations and have an adverse

effect on our business.

Expansion into New Geographic Markets

We plan to continue expanding our business operations by offering our products around the globe, and Truth Social is generally available

internationally.

As a result, we have entered new international markets where we have limited or no experience in marketing, selling, and deploying our products and may be subject to increased business and economic risks.

We may not be able

to monetize our products and services internationally as a result of competition, advertiser demand, differences in the digital advertising market and digital advertising conventions, as well as differences in the way that users in

different countries access or utilize our products and services.

We plan to continue expanding our business operations by offering our products around the globe, and Truth Social is generally available internationally.

As a result, we have entered

new international markets where we have limited or no experience in marketing, selling, and deploying our products and may be subject to increased business and economic risks.

We may not be able to monetize our products and services internationally

as a result of competition, advertiser demand, differences in the digital advertising market and digital advertising conventions, as well as differences in the way that users in different countries access or utilize our products and services.

Differences in the competitive landscape in international markets may impact our ability to monetize our products and services.

It is possible that governments of one or more

countries may seek to censor content available on Truth Social in their country or impose other restrictions that may affect the accessibility of Truth Social in their country for an extended period of time or indefinitely.

In addition, governments in other countries may seek to restrict access to Truth Social from their country entirely if they consider us

to be in violation of their laws.

In the event that access to Truth Social is restricted, in whole or in part, in one or more countries or our competitors are able to successfully penetrate geographic markets that we cannot access, our

ability to retain or increase our user base and user engagement may be adversely affected, we may not be able to maintain or grow our revenue as anticipated, and our financial results could be adversely affected.

We may be subject to

greater risks than typical social media platforms because of the focus of our offerings and the involvement of President Donald J.

If we fail to deploy or manage our operations in international markets successfully, our business may

It is possible that governments of one or more countries may seek to censor content available on Truth Social in their

country or impose other restrictions that may affect the accessibility of Truth Social in their country for an extended period of time or indefinitely.

In addition, governments in other countries may seek to restrict access to Truth Social from their country entirely if they consider us to be in violation of their laws.

that access to Truth Social is restricted, in whole or in part, in one or more countries or our competitors are able to successfully penetrate geographic markets that we cannot access, our ability to retain or increase our user base and user

engagement may be adversely affected, we may not be able to maintain or grow our revenue as anticipated, and our financial results could be adversely affected.

We may be subject to greater risks than typical social media platforms because of the

focus of our offerings and the involvement of President Donald J.

If we fail to deploy or manage our operations in international markets successfully, our business may suffer.

Key Operating Metrics

From its inception through the Closing, Private TMTG focused on developing Truth Social by enhancing features and user interface rather

than relying on traditional performance metrics like average revenue per user, ad impressions and pricing, or active user accounts, including monthly and daily active users.

While many industry peers may gather and report on these or

similar metrics, given the early development stage of the Truth Social platform, TMTG’s management team has not relied on any particular key performance metric to make business or operating decisions.

TMTG believes that this evaluation is

critical and in line with its commitment to implement a robust business plan that may involve introducing innovative features and potentially incorporating new technologies.

At this juncture in its development, TMTG believes that adhering

to traditional key performance indicators, such as signups, average revenue per user, ad impressions and pricing, or active user accounts including monthly and daily active users, could potentially divert its focus from strategic evaluation

with respect to the progress and growth of its business.

TMTG believes that focusing on these key performance indicators might not align with the best interests of TMTG or its stockholders, as it could lead to short-term decision-making at

the expense of long-term innovation and value creation.

Therefore, TMTG believes that this strategic evaluation is critical and aligns with its commitment to a robust business plan that includes introducing innovative features and new

technologies.

In connection with such an evaluation, and consistent with SEC guidance, TMTG will consider the relevant key performance indicators for

its then-current business operations and determine whether it has effective controls and procedures in place to process information related to the disclosure of key performance indicators and metrics.

Should this be the case, TMTG may

decide to collect and report such metrics if they are deemed to significantly enhance investors’ understanding of TMTG’s financial condition, cash flows, and other aspects of its financial performance.

However, TMTG may find it challenging

or cost-prohibitive to implement such effective controls and procedures and may never collect, monitor, or report any or certain key operating metrics.

As the platform evolves and new technologies and features are added, TMTG’s management

team expects to reevaluate whether TMTG will gather and monitor one or more metrics and rely on such information in making management decisions.

If TMTG determines to do so, TMTG expects to present such material key operating metrics

appropriately in its periodic reports to enhance investors’ understanding of its financial condition, cash flows, and any other changes in financial condition and results of operations.

From its inception through the Closing, Private TMTG focused on developing Truth Social by enhancing features and user interface rather than relying on traditional performance metrics

like average revenue per user, ad impressions and pricing, or active user accounts, including monthly and daily active users.

While many industry peers may gather and report on these or similar metrics, given the early development stage of the Truth

Social platform, TMTG’s management team has not relied on any particular key performance metric to make business or operating decisions.

TMTG believes that this evaluation is critical and in line with its commitment to implement a robust business

plan that may involve introducing innovative features and potentially incorporating new technologies.

At this juncture in its development, TMTG believes that adhering to traditional key performance indicators, such as signups, average revenue per

user, ad impressions and pricing, or active user accounts including monthly and daily active users, could potentially divert its focus from strategic evaluation with respect to the progress and growth of its business.

TMTG believes that focusing on

these key performance indicators might not align with the best interests of TMTG or its stockholders, as it could lead to short-term decision-making at the expense of long-term innovation and value creation.

Therefore, TMTG believes that this

strategic evaluation is critical and aligns with its commitment to a robust business plan that includes introducing innovative features and new technologies.

In connection with such an evaluation, and consistent with SEC guidance, TMTG will consider the relevant key performance indicators for its then-current business operations and

determine whether it has effective controls and procedures in place to process information related to the disclosure of key performance indicators and metrics.

Should this be the case, TMTG may decide to collect and report such metrics if they are

deemed to significantly enhance investors’ understanding of TMTG’s financial condition, cash flows, and other aspects of its financial performance.

However, TMTG may find it challenging or cost-prohibitive to implement such effective controls and

procedures and may never collect, monitor, or report any or certain key operating metrics.

As the platform evolves and new technologies and features are added, TMTG’s management team expects to reevaluate whether TMTG will gather and monitor one or

more metrics and rely on such information in making management decisions.

If TMTG determines to do so, TMTG expects to present such material key operating metrics appropriately in its periodic reports to enhance investors’ understanding of its

financial condition, cash flows, and any other changes in financial condition and results of operations.

Components of Results of Operations

As of the period ended December 31, 2024, all revenue has been derived from the advertising of products and services on the Truth Social

As of the period ended December 31, 2025, all revenue has been derived from the advertising of products and services on the Truth Social platform and subscriptions to Truth+, our

Media segment.

Advertising revenue is generated by displaying advertisements as posts (attributable to “Truth Ads”) in users’ Truth Social feeds.

Subscription revenue is generated from subscription to the Patriot Package on Truth+.

On August 19, 2022, TMTG entered into an Advertising Publisher Agreement (“Rumble Agreement”) with Rumble USA, Inc.

(“Rumble”), pursuant

to which Rumble was engaged to sell advertising space for the placement of advertisements on Truth Social by making Truth Social Ad units (“Ad Unit” or “Ad Units”) available for advertisers on an advertising manager service maintained by

TMTG and Rumble executed a minimum guarantee advertising publisher agreement on October 30, 2023 (the “Minimum Guarantee Rumble Agreement”), which replaced the Rumble Agreement.

While TMTG determines the number of Ad Units available

on our Truth Social platform, the prices for the Ad Units are set by an auction operated and managed by Rumble.

Under the current agreement, 70% of the total aggregate gross revenues from the sale of Ad Units are allocated to TMTG, and the

Ad Units will comprise at least 85% of the aggregate number of paid advertisements directly into Truth Social feeds by TMTG each month.

We recognize advertising revenue during the period in which we satisfy our performance obligation by

displaying advertisements in users’ Truth Social feeds.

We reimburse Rumble for the direct out-of-pocket costs incurred by Rumble in the performance of the service covered by the Rumble Agreement, including processing fees and

chargebacks/refunds paid to advertisers in relation to an Ad Unit.

On October 3, 2022, TMTG entered into a Publisher Agreement (the “TAME Agreement”) with The Affinity Media Exchange, Inc.

pursuant to which TMTG engaged TAME as its non-exclusive agent and representative for the sale of Digital Advertising Inventory on Truth Social.

“Digital Advertising Inventory” means all advertising opportunities on the Truth Social

platform which are inserted or added to the TMTG website, app, ad stacks, or video exchange players of Truth Social.

Within 25 days of the end of each calendar month, TAME is required to provide TMTG with month end sales reporting by

platform and to pay TMTG the net revenues actually paid to TAME by the advertisers, after deducting TAME’s commissions equal to 10% of the Digital Advertising Inventory revenue actually collected on behalf of TMTG for Truth Social.

The Rumble Agreement grants to Rumble a worldwide, non-exclusive, royalty-free license to use any and all trademarks, service marks,

trade names, symbols, logos and other branding identifiers of TMTG and Truth Social solely for purposes of performing the services covered by the Rumble Agreement, provided, however, that such license does not include permission to alter,

modify, edit, denigrate, or distort Donald J.

Trump’s name, photograph, likeness (including caricature), voice, and biographical information, or any reproduction or simulation thereof.

For a description of TMTG’s revenue recognition policies, see Note 2, Significant Accounting Policies and Practices, in

TMTG’s consolidated financial statements as of and for the years ended December 31, 2024, 2023, and 2022 included in this Annual Report.

(“Rumble”), pursuant to which Rumble was engaged to sell

advertising space for the placement of advertisements on Truth Social by making Truth Social Ad units (“Ad Unit” or “Ad Units”) available for advertisers on an advertising manager service maintained by Rumble.

TMTG and Rumble executed a minimum

guarantee advertising publisher agreement on October 30, 2023 (the “Minimum Guarantee Rumble Agreement”), which replaced the Rumble Agreement.

While TMTG determines the number of Ad Units available on our Truth Social platform, the prices for the Ad

Units are set by an auction operated and managed by Rumble.

Under the current agreement, 70% of the total aggregate gross revenues from the sale of Ad Units are allocated to TMTG, and the Ad Units will comprise at least 85% of the aggregate number of

paid advertisements directly into Truth Social feeds by TMTG each month.

We recognize advertising revenue during the period in which we satisfy our performance obligation by displaying advertisements in users’ Truth Social feeds.

We reimburse Rumble

for the direct out-of-pocket costs incurred by Rumble in the performance of the service covered by the Rumble Agreement, including processing fees and chargebacks/refunds paid to advertisers in relation to an Ad Unit.

The Rumble Agreement grants to Rumble a worldwide, non-exclusive, royalty-free license to use any and all trademarks, service marks, trade names, symbols, logos and other branding

identifiers of TMTG and Truth Social solely for purposes of performing the services covered by the Rumble Agreement, provided, however, that such license does not include permission to alter, modify, edit, denigrate, or distort Donald J.

name, photograph, likeness (including caricature), voice, and biographical information, or any reproduction or simulation thereof.

For a description of TMTG’s revenue recognition policies, see Note 2, Significant Accounting Policies and Practices, in TMTG’s consolidated financial statements as of and for the

years ended December 31, 2025, 2024, and 2023 included in this Annual Report.

Cost of Revenue

Cost of revenue primarily encompasses expenses associated with generating advertising revenue, direct costs associated with the

acquisition and licensing of content, and streaming delivery costs of our CDN, excluding depreciation and amortization expense.

Cost of revenue primarily encompasses expenses associated with generating advertising revenue, direct costs associated with the acquisition and licensing of content, and streaming

delivery costs of our CDN, excluding depreciation and amortization expense.

TMTG expects cost of revenue to increase significantly in the foreseeable future as it expands its Truth Social and Truth+ platforms.

Such increases will likely include investment in infrastructure and other direct costs such as revenue share expenses, allocated facility costs, and traffic acquisition costs (“TAC”).

Infrastructure costs allocated may include data center costs related to TMTG’s co-located facilities, lease and hosting costs, related

support and maintenance costs and energy and bandwidth costs, public cloud hosting costs;

Such increases will likely include investment in

infrastructure and other direct costs such as revenue share expenses, allocated facility costs, traffic acquisition costs (“TAC”) and content.

Infrastructure costs allocated may include data center costs related to TMTG’s co-located facilities, lease and hosting costs, related support and maintenance costs and energy and

bandwidth costs, public cloud hosting costs;

and personnel-related costs, including salaries, benefits and stock-based compensation, for our operations teams.

TAC costs may include costs TMTG incurs with third parties in connection with the sale to advertisers of its advertising products that

it places on third-party publishers’ websites and applications or other offerings collectively resulting from acquisitions.

TAC costs may include costs TMTG incurs with third parties in connection with the sale to advertisers of its advertising products that it places on third-party publishers’ websites

and applications or other offerings collectively resulting from acquisitions.

Content costs may include licensing costs from third-parties in connection with subscriptions to the Patriot Package, which is in the form of a fixed or per subscriber fee.

General and Administration Expenses

General and administration expenses consist primarily of personnel-related costs, including salaries, benefits and stock-based

compensation for TMTG’s executive, finance, legal, information technology, human resources and other administration employees.

In addition, general and administration expenses include fees and costs for professional services, including

consulting, third-party legal and accounting services and facilities costs and other supporting overhead costs that are not allocated to other departments.

We also expect to incur additional expenses as a result of operating as a public company, including expenses necessary to comply with

rules and regulations applicable to companies listed on a national securities exchange and related to compliance and reporting obligations pursuant to the rules and regulations of the SEC.

General and administration expenses consist primarily of personnel-related costs, including salaries, benefits and stock-based compensation for TMTG’s executive, finance, legal,

information technology, human resources and other administration employees.

In addition, general and administration expenses include fees and costs for professional services, including consulting, third-party legal and accounting services and

facilities costs and other supporting overhead costs that are not allocated to other departments.

We also expect to incur additional expenses as a result of operating as a public company, including expenses necessary to comply with rules and regulations applicable to companies

listed on a national securities exchange and related to compliance and reporting obligations pursuant to the rules and regulations of the SEC.

Sales and Marketing Expenses

Sales and marketing expenses consist of personnel-related costs, including salaries, commissions, benefits and stock-based compensation,

for our employees engaged in sales, sales support, business development and media, marketing, corporate communications and customer service functions.

In addition, marketing and sales-related expenses also include advertising costs, market

research, trade shows, branding, marketing, public relations costs, allocated facilities costs, and other supporting overhead costs.

Sales and marketing expenses consist of personnel-related costs, including salaries, commissions, benefits and stock-based compensation, for our employees engaged in sales, sales

support, business development and media, marketing, corporate communications and customer service functions.

In addition, marketing and sales-related expenses also include advertising costs, market research, trade shows, branding, marketing, public

relations costs, allocated facilities costs, and other supporting overhead costs.

Research and Development Expenses

Research and development expenses consist primarily of personnel-related costs, including salaries, benefits and stock-based

compensation, for TMTG’s engineers and other employees engaged in the research and development of its products and services.

In addition, research and development expenses include allocated facilities costs and other supporting overhead

Research and development expenses consist primarily of personnel-related costs, including salaries, benefits and stock-based compensation, for TMTG’s Chief Technology Officer,

engineers and other employees engaged in the research and development of its products and services.

In addition, research and development expenses include allocated facilities costs and other supporting overhead costs.

Depreciation and Amortization Expense

Depreciation expense consists primarily of depreciation of computer software and computer equipment.

Amortization expense consists of

amortization of intangible assets.

Amortization expense consists of amortization of intangible assets.

Realized and Unrealized Loss, Net, on Digital Assets and Digital Assets Pledged

Realized and unrealized loss, net, on digital assets and digital assets pledged consists of the increase or decrease in the fair value of our bitcoin and Cronos holdings and bitcoin

pledged as collateral pursuant to hedges each reporting period.

Non-Operating Income and Other Items

Change in Fair Value of Derivative Liabilities

TMTG determined the automatic discounted share-settlement feature of its convertible promissory notes was an embedded derivative

requiring bifurcation accounting as (1) the feature was not clearly and closely related to the debt host and (2) the feature met the definition of a derivative under ASC 815 (Derivatives and Hedging).

The bifurcated embedded features of the Private TMTG Convertible Notes were initially recorded on the balance sheet at their fair value

on the date of issuance.

After the initial recognition, the fair value of the embedded derivative feature changed over time due to changes in market conditions.

The change in fair market value has been included in the statement of

operations through the date the debt was converted.

TMTG determined the automatic discounted share-settlement feature of its convertible promissory notes was an embedded derivative requiring bifurcation accounting as (1) the feature

was not clearly and closely related to the debt host and (2) the feature met the definition of a derivative under ASC 815 (Derivatives and Hedging).

The bifurcated embedded features of the Private TMTG Convertible Notes were initially recorded on the balance sheet at their fair value on the date of issuance.

After the initial

recognition, the fair value of the embedded derivative feature changed over time due to changes in market conditions.

The change in fair market value has been included in the statement of operations through the date the debt was converted.

Interest Expense

Interest expense consists of accreted interest expense on Private TMTG’s outstanding convertible promissory note obligations and assumed

debt from the WCT acquisition, amortization of deferred financing costs, other related financing expenses and the post-merger interest expense related to DWAC’s Note Purchase Agreements.

The convertible promissory notes (net of any related

debt issuance costs) accreted interest using the respective effective interest rate method until the debt was extinguished.

Interest expense consists of accreted interest expense on TMTG’s outstanding convertible note obligations and assumed debt from the WCT acquisition, amortization of deferred financing

costs, other related financing expenses and the post-merger interest expense related to DWAC’s Note Purchase Agreements.

The convertible promissory notes (net of any related debt issuance costs) accreted interest using the respective effective

interest rate method until the debt was extinguished.

Interest Income

Interest income consists of interest earned from banking institutions and through repurchase agreements.

Interest income consists of interest earned from banking institutions, through repurchase agreements, and a convertible note receivable.

Investment Income/(Loss)

Investment income/(loss) consists of realized and unrealized gains and losses from our equity securities, premiums earned from writing covered put and call options on digital asset

related securities, realized gains or losses from purchased options, the change in fair value of unexpired option contracts, and other non-operating components of income and expense.

Income Tax Expense

TMTG is subject to income taxes in the United States.

The Company maintains a net operating loss (“NOL”) position but has not recognized

a benefit in future years.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized.

The Company maintains a net operating loss (“NOL”) position but has not recognized a benefit in future years.

Deferred income

taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

A valuation allowance is provided when it is more likely

than not that the deferred tax assets will not be realized.

TMTG has established a full valuation allowance to offset its U.S.

net deferred tax assets due to the uncertainty of

realizing future tax benefits from our NOL carryforwards and other deferred tax assets.

net deferred tax assets due to the uncertainty of realizing future tax benefits from our NOL carryforwards and other

deferred tax assets.

The utilization of the net operating losses prior to the Merger may be limited as per IRC Section 382.

Results of Operations

The results of operations presented below should be reviewed in conjunction with TMTG’s consolidated financial statements as of and for

the years ended December 31, 2024 and 2023, together with the related notes thereto, included elsewhere in this Annual Report.

This section includes a comparison of certain 2024 financial information to the same information for 2023, and a comparison of 2023 financial information to

the same information for 2022.

The results of operations presented below should be reviewed in conjunction with TMTG’s consolidated financial statements as of and for the years ended December 31, 2025 and 2024,

together with the related notes thereto, included elsewhere in this Annual Report.

This section includes a comparison of certain 2025 financial results to the same information for 2024.

Discussion of 2024 results compared to 2023 results to the extent not included

in this report can be found in Item 7 of our 2024 Annual Report.

Comparison of the years ended December 31, 2025 and 2024.

The following table sets forth our consolidated statements of operations for the years ended December 31, 2024 and 2023, and the dollar and percentage change

between the two periods:

The following table sets forth our consolidated statements of operations for the years ended December 31, 2025 and 2024, and the dollar and percentage change between the two periods:

(in thousands)

8 unchanged sentences

General and administration

Realized and unrealized loss, net, digital assets and digital assets pledged

Depreciation and amortization

Total operating costs and expenses

(in thousands)

For the years-ended

December 31, 2024

For the years-ended

December 31, 2023

Loss from operations

2 unchanged sentences

Interest expense

Investment loss

Litigation settlement

Change in fair value of derivative liabilities

1 unchanged sentence

Loss from operations before income taxes

Revenues decreased $512.3, or 12%, to $3,618.8 for the year ended December 31, 2024 compared to revenue of $4,131.1 for the year ended December 31, 2023.

significant portion of the decrease was attributable to a change in a revenue share agreement with one of our advertising partners, which was intended to improve our short-term, pre-Merger financial position.

Additionally, revenue has

varied as we selectively test a nascent advertising initiative on our Truth Social platform.

Revenues increased $63.8 to $3,682.6 for the year ended December 31, 2025 compared to revenue of $3,618.8 for the year ended December 31, 2024.

The increase was attributable to

subscriptions to the Patriot Package offered as part of our beta launch of Truth+, partially offset by a slight decrease in advertising revenue on our Truth Social platform.

Cost of revenue

Cost of revenue increased $454.1, or 275%, to $619.0 for the year ended December 31, 2024 compared to $164.9 for the year ended December 31, 2023.

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

Cost of revenue increased $1,056.2 to $1,675.2 for the year ended December 31, 2025 compared to $619.0 for the year ended December 31, 2024.

The increase was primarily due to content

licenses and data center lease costs that support our burgeoning Truth+ platform.

Research and development expense

Research and development expense increased $39,388.6 or 405%, to $49,104.3 for the year ended December 31, 2024 compared to $9,715.7 for the year ended

December 31, 2023.

The increase was primarily driven by $30,142.5 of non-cash stock-based compensation expense recorded in the first quarter of 2024 related to the issuance of convertible notes to certain vendors engaged in the

development of our live TV streaming platform, Truth+.

In addition, we experienced higher year-over-year consulting, salary, software, and server costs related to the implementation of Truth+.

Research and development expense decreased $6,330.5 to $42,773.8 for the year ended December 31, 2025 compared to $49,104.3 for the year ended December 31, 2024.

The decrease was

primarily driven by lower stock-based compensation expense of $21,957.0 for the year-ended December 31, 2025 compared to $30,142.5 for the prior-year ended.

The 2024 charge related to the issuance of convertible notes to certain vendors engaged in

the development of our live TV streaming platform, Truth+.

The decrease in stock-based compensation was partially offset by higher year-over-year consulting and server costs related to the launch of Truth+.

Sales and marketing expense

Sales and marketing expense increased by $5,104.1, or 399%, to $6,383.7 for the year ended December 31, 2024 compared to $1,279.6 for the year ended December

The increase was primarily driven by a $4,064.6 increase in marketing expense following access to additional capital and a $600.0 bonus paid to an entity owned by a former director of and consultant to Private TMTG, as further

described herein.

Sales and marketing expense decreased by $3,883.7 to $2,500.0 for the year ended December 31, 2025 compared to $6,383.7 for the year ended December 31, 2024.

The decrease was

primarily driven by a $3,268.2 reduction in marketing related expenses and a one-time $600.0 bonus paid during 2024 to an entity owned by a former director of and consultant to Private TMTG.

General and administration expense

General and administration expense increased by $121,738.1, or 1,371%, to $130,616.8 for the year ended December 31, 2024

General and administration expense decreased by $11,483.4 to $119,133.4 for the year ended December 31, 2025 compared to $130,616.8 for the year ended December 31, 2024.

was primarily due to lower stock-based compensation expense of $37,234.1 for the year-ended December 31, 2025, down $40,010.5 from $77,244.6 for the year-ended December 31, 2024.

The 2024 period included, stock-based compensation issued to employees

and vendors in connection with the Initial Business Combination with DWAC completed in 2024.

These savings were partially offset by higher legal fees, which increased $33,670.8 to $66,808.1 for the year-ended December 31, 2025 versus $33,137.3 in the

year-ended December 31, 2024, due to legacy litigation expense incurred throughout 2025 related to our Initial Business Combination with DWAC completed in 2024.

Realized and unrealized loss, net, on digital assets and digital assets pledged

The net loss related to realized and unrealized loss, net, on digital assets and digital assets pledged increased $403,222.6, to $403,222.6 for the year ended December 31, 2025

compared to $0.0 for the year ended December 31, 2024.

The increase was primarily due to merger related costs, including $80,661.9 of cash and non-cash stock-based awards to employees and vendors recorded throughout 2024 in connection

with mergers and acquisitions completed during the year.

Additionally, we experienced higher legal, insurance, software license, accounting, finance, and other merger-related costs.

Depreciation and amortization

Depreciation and amortization expense increased $2,874.3, or 4,823%, to $2,933.9 for the year ended December 31, 2024 compared to $59.6 for the year ended

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

December 31, 2025.

The increase in depreciation and amortization expense was due to the acquisition of software and hardware utilized to place our CDN into service as part of our launch of streaming video through Truth+.

Interest income

Interest income increased to $14,722.2 or 100%, for the year ended December 31, 2024 compared to $0.0 for the year ended December 31, 2023.

The increase was

due to interest earned in 2024 on cash holdings in a money market account and interest earned through repurchase agreements secured by U.S.

treasury securities.

Interest expense

Interest expense decreased by $36,339.3, or 92%, to $3,089.8 for the year ended December 31, 2024 compared to $39,429.1 for the year ended December 31, 2023.

The decrease was primarily due to the conversion of Private TMTG Convertible Notes to common stock, thus no longer accruing or accreting interest as compared for the year ended December 31, 2023.

Change in the fair value of derivative liabilities

The loss from the change in the fair value of the derivative liabilities of the Private TMTG Convertible Notes increased by $223,124.4, or 7,993%, to

$225,916.0 for the year ended December 31, 2024, compared to $2,791.6 for the year ended December 31, 2023.

All Private TMTG Convertible Notes were automatically converted into shares of our common stock immediately prior to Closing of the

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

The substantial

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

The increase in the fair value

of the derivative liabilities is a non-cash expense and the issuance of Private TMTG common stock upon conversion of the Private TMTG Convertible Notes extinguished the derivative liabilities immediately prior to the Closing.

there was no derivative liability recorded as of December 31, 2024, and there will no longer be future earnings adjustments pertaining to the Private TMTG Convertible Notes derivative liabilities.

Comparison of the years ended December 31, 2023 and 2022.

The following table sets forth TMTG’s consolidated statement of operations for the years ended December 31, 2023 and 2022, and the dollar and percentage

change between the two periods:

(in thousands)

For the year ended

Cost of revenue

Research and development

Sales and marketing

General and administration

Depreciation and amortization

Total operating costs and expenses

Loss from operations

Other income/(expense):

Depreciation and amortization expense increased $4,487.4 to $7,421.3 for the year ended December 31, 2025 compared to $2,933.9 for the year ended December 31, 2024.

The increase in

depreciation and amortization expense was due to the acquisition of software and hardware utilized to place our CDN into service as part of our launch of streaming video through Truth+.

Interest income

Interest income increased by $31,839.1 to $46,561.3 for the year ended December 31, 2025 compared to $14,722.2 for the year ended December 31, 2024.

The increase was driven by higher

cash, cash equivalents, restricted cash, and short-term investment balances in interest bearing accounts due to our capital raises in 2024 and 2025.

Interest expense

Change in fair value of derivative liabilities

Income/(loss) before income taxes

Revenues increased by $2,660.6, or 181%, to $4,131.1 for the year ended December 31, 2023 compared to revenue of $1,470.5 for the year ended December 31,

The increase was primarily the result of enhanced early-stage testing of a nascent advertising initiative on our Truth Social platform.

Cost of revenue

Cost of revenue increased by $110.4, or 203%, to $164.9 for the year ended December 31, 2023 compared to $54.5 for the year ended December 31, 2022.

increase was due to an increase in personnel-related expenses, which primarily reflects the allocation of a portion of salary expense for three of our employees who contributed to the early-stage testing of Truth Social’s nascent

advertising initiative.

Research and development expense

Research and development expense decreased by $3,917.4, or 29%, to $9,715.7 for the year ended December 31, 2023 compared to $13,633.1 for the year ended

Interest expense increased by $24,258.6 to $27,348.4 for the year ended December 31, 2025 compared to $3,089.8 for the year ended December 31, 2024.

The increase in interest expense

is attributable to the accreted interest on the loan assumed as a result of the WCT acquisition and our $1,000,000.0 convertible notes facility issued in May 2025.

Investment loss

Investment loss was $182,956.0 for the year ended December 31, 2025, compared to $0.0 for the year ended December 31, 2024.

The increase was primarily due to $174,138.8 of unrealized

losses on our equity securities, $4,158.6 of realized losses from derivative instruments on our bitcoin related securities, and $4,661.6 of unrealized losses from net premiums received through the sale of written and purchased option contracts.

Litigation settlements

Litigation settlements totaled $25,006.7 for the year ended December 31, 2025, compared to $0.0 for the year ended December 31, 2024.

The increase was due to our conclusion of certain

legal matters related to our merger with DWAC in 2024.

Loss on the extinguishment of debt

The loss from the extinguishment of debt of certain Private TMTG Convertible Notes decreased to $0.0 for the year ended December 31, 2025, compared to $542.3 for the year ended

December 31, 2024.

The decrease was due to significantly lower IT-related third-party consulting fees, server costs, and computer software costs.

Sales and marketing expense

Sales and marketing expense increased by $653.7, or 104%, to $1,279.6 for the year ended December 31, 2023 compared to $625.9 for the year ended December 31,

The increase was driven by a $859.8 increase in marketing expense, offset by a $206.2 decrease in marketing consultant costs.

General and administration expense

General and administrative expense decreased by $1,466.9, or 14%, to $8,878.7 for the year ended December 31, 2023 compared to $10,345.6 for the year ended

December 31, 2022, driven by a $1,358.4 aggregate decrease in rent, travel and entertainment expenses, staffing-related costs, and office supplies.

Depreciation and amortization

Depreciation and amortization expense was effectively unchanged at $59.6 for year ended December 31, 2023 compared to $58.7 for the year ended December 31,

Interest Expense

Interest expense increased by $37,390.4, or 1,834%, to $39,429.1 for year ended December 31, 2023 compared to $2,038.7 for the year ended December 31, 2022.

The increase was primarily due to the accreted interest (which adds to the balance) related to TMTG’s convertible promissory notes recorded as of December 31, 2023.

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

Change in the fair value of derivative liabilities

For the year ended December 31, 2023, the fair value of the derivative liability component of the TMTG Convertible Notes increased 23% to $18,402.9 from

$14,905.3 on December 31, 2022.

The higher value was primarily driven by a 17% increase in the underlying price of Digital World’s stock during the measurement period (from $15.00 at year-end 2022 to $17.50 at year-end 2023).

TMTG reported a related non-cash expense of $2,791.6 for the full year 2023.

For the year ended December 31, 2022, the fair value of the derivative liability component of the TMTG Convertible Notes decreased substantially.

value was primarily driven by a steep decline in the underlying price of Digital World’s stock during the measurement period.

The underlying stock price decreased 71% for the year ended December 31, 2022 (from $51.43 to $15.00).

result, TMTG reported related non-cash income of $75,809.9 for the full year 2022.

The loss from the change in the fair value of the derivative liabilities of the Private TMTG Convertible Notes decreased by $225,916.0 to $0 for the year ended December 31, 2025.

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

Private TMTG Convertible Notes on March 25, 2024, when our closing share price was $49.95 per share.

The substantial increase in the value of our common stock when combined with the certainty of our execution of the Merger were primarily responsible

for the increase in the change in fair value of the derivative liabilities.

The increase in the fair value of the derivative liabilities is a non-cash expense and the issuance of Private TMTG common stock upon conversion of the Private TMTG

Convertible Notes extinguished the derivative liabilities immediately prior to the Closing.

Therefore, there was no derivative liability or change in fair value recorded subsequent to the conversion date.

Liquidity and Capital Resources

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

our capitalization was significantly enhanced through receipt of Business Combination proceeds and proceeds from the issuance of common stock described in detail in the section below titled, “Standby Equity Purchase Agreement.” As a

result, we ended 2024 with $776,783.4 of cash, cash equivalents, and short-term investments and just $9,616.7 of debt (excluding lease liabilities).

Cash and cash equivalents consist of interest-bearing deposits held at financial

institutions.

Cash deposits are held at major financial institutions and are subject to credit risk to the extent those balances exceed applicable Federal Deposit Insurance Corporation (FDIC) limitations.

Short-term investments consist of a

repurchase agreement in which we loan our cash over 1 to 3 days to a seller in exchange for interest earned on debt securities collateralizing the loan.

During 2024, our capitalization was

significantly enhanced through receipt of proceeds from the Initial Business Combination, the conversion of warrants, and the issuance of common stock and debt described in detail in the section below titled, “Standby Equity Purchase Agreement” And

“PIPE & Convertible Notes.” As a result, we ended December 31, 2025 with $2,473,180.1 of cash, cash equivalents, restricted cash, short-term investments, equity and derivative securities, convertible note receivable, digital assets, and digital

assets pledged, and $947,117.0 of debt (excluding lease liabilities).

Cash and cash equivalents consist of non-interest bearing deposits and money market funds held at financial institutions.

Cash deposits are held at major financial institutions

and are subject to credit risk to the extent those balances exceed applicable Federal Deposit Insurance Corporation (FDIC) limitations.

Short-term investments consist of repurchase agreements in which we loan our cash over 1 to 3 days to a seller in

exchange for interest earned on debt securities collateralizing the loan.

The seller retains a beneficial interest in the securities serving as collateral.

Our restricted cash balance consists of $30,378.9 of cash that serves as collateral to our

convertible notes, although the collateral may be used to purchase bitcoin and bitcoin related securities.

The collateral will be released to us upon payment in full of the principal, together with accrued and unpaid interest, on the Notes (defined

below), or following the times upon our request that the outstanding principal balance of the Notes is $500,000.0 or less and $250,000.0 or less.

Restricted cash also includes $951.6 that served as collateral on our written put options that were

unexpired as of December 31, 2025, and has been or will be released upon expiration of the options.

Our primary short-term requirements for liquidity and capital are to fund general working capital and to invest in our strategic growth initiatives.

currently seek to (1) grow our initial product, Truth Social;

(2) increase its product offerings and services, including through further development of its streaming technology platform, Truth+;

and (3) pursue strategic acquisitions and/or

partnerships.

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

Purchase Agreement dated July 3, 2024.

Although we anticipate that the current cash on hand will be sufficient to fund our operations for the foreseeable future, we cannot guarantee that we will

not be required to obtain additional financing, or that additional financing, if needed, will be available on terms acceptable to us, or at all.

We currently seek to (1) grow our

initial product, Truth Social;

(2) increase additional product offerings and services, including through further development of our streaming technology platform, Truth+;

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

We intend to fund

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

We anticipate that the current cash and cash equivalents on hand will be sufficient to fund current operations for the at least the next 12 months;

however, we cannot guarantee that

we will not be required to obtain additional financing, or that additional financing, if needed, will be available on terms acceptable to us, or at all.

In addition, although there are no other present binding understandings, commitments, or

agreements with respect to any acquisition of other businesses, products, or technologies, we will, from time to time, evaluate acquisitions of other businesses, products, and technologies.

If we are unable to raise additional equity or

debt financing, as and when needed, we could be forced to forego such acquisitions or significantly curtail our operations.

If we are unable to raise additional equity or debt

financing, as and when needed, we could be forced to forego such acquisitions or significantly curtail our operations.

Standby Equity Purchase Agreement

On July 3, 2024, we entered into the Standby Equity Purchase Agreement (the “SEPA”), pursuant to which we shall have the right, but not the obligation to sell up to $2,500,000.0 of

our common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA.

The per share subscription price is 97.25% of the Market Price during a one or three-day pricing period elected by us.

The “Market Price” is defined in the SEPA as the lowest daily

volume weighted average price (“VWAP”) during the one trading day, in the case of a one-day pricing period or of the three consecutive trading days, in the case of a three-day pricing period.

There is no upper limit on the subscription price per

share that could be paid for the shares.

No shares of common stock were sold pursuant to the terms of the SEPA during the year ended December 31, 2025.

As of December 31, 2025, we have sold a cumulative total of 20,330,365

shares of our common stock for prices between $14.31 and $36.98 per share, pursuant to the terms of the SEPA.

Proceeds of these equity sales under the terms of the SEPA were $449,874.6 (net of $513.5 of deferred offering costs).

PIPE & 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 “Convertible Notes”), unless earlier

repurchased or converted.

The Convertible Notes carried a 4.00% original issuance discount.

Concurrently with the issuance of the Convertible Notes, 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”).

Financing was issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act.

The proceeds from the Notes and PIPE Financing are intended to be used to purchase bitcoin, bitcoin related

securities, and for the PIPE proceeds, working capital and general corporate purposes.

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.

We delivered to the Collateral Agent the $1,000,000.0

collateral of restricted cash.

Portions of the collateral will be released when the outstanding aggregate principal balance of all Notes is at $500,000.0 or less, and an additional portion will be released when the outstanding aggregate principal of

all Notes is $250,000.0 or less.

Collateral will be automatically released upon payment in full of the principal, together with accrued and unpaid interest, on the Notes, or following the times upon our request that the outstanding principal balance

of the Notes is $500,000.0 or less and $250,000.0 or less, so long as, immediately after such release the Loan-to-Collateral Ratio as of the date of release is 1.0 to 1.0 or less.

Each Note holder has the right at its option, to require us to repurchase its Convertible Notes for cash on November 30, 2026, at a repurchase price equal to 100% of the principal

amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, subject to the terms and conditions in the Indenture.

Holders of the Convertible Notes may at their option convert such holder’s Convertible Notes into shares of our

common stock at a conversion rate of 28.8 shares per $1,000 of Convertible 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.

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

purchases, privately-negotiated transactions, or otherwise.

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

requirements.

For the year-ended December 31, 2025, we repurchased $16.495.5 notional amount of our outstanding Notes for $15,234.2.

Share Repurchase Program

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

We may repurchase shares or warrants from time to time

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

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

terminated by us at any time without prior notice.

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

As of December 31, 2025, we had repurchased 3,855,208 shares at an average price of $11.76 per share and total cost of $45,344.8, in accordance with the program.

The majority of our operating leases relate to our data centers.

We also lease a corporate facility.

As of December 31, 2025, we had aggregate lease obligations of $2,559.7, with

$836.2 payable within 12 months.

See Note 8 to our consolidated financial statements for additional information regarding our operating leases.

Our debt consists of the Convertible Notes and a term loan assumed in our acquisition of WCT.

In May 2025, we entered into the Convertible Notes to provide $1,000,000.0 for our

digital asset treasury strategy, maturing in May 2028.

Each holder of the Convertible Notes 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.

See Note 11 to our financial statements for additional information regarding our debt.

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

4 unchanged sentences

December 31, 2024

Net cash used in operating activities

Net cash used in investing activities

Net cash provided by financing activities

Net Cash Used in Operating Activities

Net cash used in operating activities for the year ended December 31, 2024 was $60,982.7 compared to $9,733.5 used in operating activities during the year

ended December 31, 2023.

The increase in cash used in operating activities was primarily driven by $52,717.5 of higher cash expenses (including higher general and administration, research and development, and marketing expenses).

Net Cash Used in Investing Activities

Net cash used in investing activities for the year ended December 31, 2024 was $618,581.1 compared to $2.2 used in investing activities during the year ended

December 31, 2023.

The substantial increase was due to the following:

$606,547.3 of cash outflows to short-term investments, a $7,000.0 cash payment related to the acquisition of WorldConnect Technologies, and $5,033.8 of cash disbursements

primarily related to placing our data centers into service.

Net Cash Provided by Financing Activities

Net cash provided by financing activities for the year ended December 31, 2024 was $847,227.2 compared to $2,500.0 provided by financing activities for the

year ended December 31, 2023.

The increase was due to cash proceeds of $233,017.5 from the merger with DWAC, $47,455.0 from the issuance of convertible notes, $119,788.8 from the exercise of warrants, and $446,965.9 from the issuance of

common stock (net of repurchases of $2,908.7).

Cash Flows for the Years Ended December 31, 2023 and 2022

The following table shows our cash flows provided by (used in) operating activities, investing activities, and financing activities for the stated periods:

(in thousands)

Net cash used in operating activities

Net cash provided by/(used in) operating activities

Net cash used in investing activities

Net cash provided by financing activities

Net Cash Used in Operating Activities

Net cash used in operating activities for the year ended December 31, 2023, was $9,733.5 compared to $24,201.5 used in operating activities during the period

ended December 31, 2022.

The decrease in cash used in operating activities was driven by a $7,279.9 lower operating loss in 2023 compared to 2022.

The lower operating loss resulted from $2,660.6 of higher revenue and $4,729.7 of lower

operating expenses (driven primarily by lower IT-related third-party consulting fees, server costs, computer software costs, rent, travel and entertainment expenses, and staffing-related costs).

Net Cash Provided by/(Used in) Operating Activities

Net cash provided by operating activities for the year ended December 31, 2025 was $14,758.1 compared to $60,982.7 used in operating activities during the year ended December 31,

The increase in cash provided by operating activities was primarily driven by $43,982.3 of premiums received from written option contracts and $31,839.1 of higher interest income earned on cash, restricted cash, and short-term investments,

partially offset by an increase in legal fees related to legacy litigation from our DWAC merger in 2024.

Net Cash Used in Investing Activities

Net cash used in investing activities for the year ended December 31, 2023 was $2.2, a decrease of $82.3 from cash used in investing activities of $84.5 for

Net cash used in investing activities for the year ended December 31, 2025 was $2,267,283.0 compared to $618,581.1 used in investing activities during the year ended December 31,

The increase was primarily due to outflows for the purchase of $1,436,000.0 of digital assets and $932,295.8 of equity securities, as we began our digital asset treasury strategy, compared to $606,547.3 of short-term investment purchases for

the year ended December 31, 2024.

The decrease was primarily due to lower purchases of furniture, fixtures, and equipment in 2023 compared to 2022.

Net Cash Provided by Financing Activities

Net cash provided by financing activities for the year ended December 31, 2023, was $2,500.0 compared to $15,360.0 provided by financing activities for the

year ended December 31, 2022.

The decrease was primarily due to a lower dollar amount of issuance of the TMTG Convertible Notes in 2023 compared to 2022.

Private TMTG Convertible Notes

Notes 1 to 7 were issued from May 2021 through October 2021 with a cumulative face value of $5,340.0 (including $240.0 of debt issuance costs), maturity of

24 months from each respective issuance date and interest was accrued at 5% based on the simple interest method (365 days year) for each note.

Each of Notes 1 to 7 contemplated multiple plausible outcomes that include conversion upon a

Qualified SPAC Business Combination (“SPAC”) and at least one of the following conversion triggers:

Qualified Initial Public Offering (“IPO”), private equity transaction and/or change of control.

All outstanding principal of these Notes,

together with all accrued but unpaid interest on such principal, would convert to equity.

The number of shares of Company stock to be issued to the lender upon conversion of the Notes in the event of a completed SPAC transaction would be

the number of shares of the Company stock (rounded to the nearest whole share) equal to the quotient of:

(a) the principal plus accrued interest on the Notes then outstanding, divided by $4.00.

In other, non-SPAC conversion scenarios, the

number of shares of Company stock to be issued to the Lender upon conversion of the Notes was variable based on the application of an automatic discounted share-settlement feature.

For Notes 1 and 2, the number of shares of Company stock to

be issued to the Lender upon a non-SPAC conversion event would be the number of shares of Company stock (rounded to the nearest whole share) equal to the quotient of:

(a) the principal plus accrued interest on the Notes then outstanding (b)

divided by 40% of the initial public offering price per share of a qualified initial public offering.

For Notes 3 to 7, the number of shares of Company stock to be issued to the Lender upon a non-SPAC conversion event would be the number of

shares of Company stock (rounded to the nearest whole share) equal to the quotient of:

(a) the principal plus accrued interest on the Notes then outstanding (b) divided by 40% of (i) the initial public offering price per share of a

qualified initial public offering, (ii) the price per share as determined by the valuation of the Company in connection with a qualified private equity raise, or (iii) in the case of a change of control, the price per share determined in

accordance with the Company’s then current fair value determined by an independent valuation firm.

Notes 8 to 12 were issued from November 2021 through December 2021 with a cumulative face value of $17,500.0, maturity of between 18 months and 36 months and

interest was accrued at a range between 5% and 10% based on the simple interest method (365 days year) for each note.

Notes 8 to 12 were convertible simultaneously with the completion of a SPAC merger agreement or IPO.

All outstanding

principal of these Notes, together with all accrued but unpaid interest on such principal, would convert to equity.

The number of shares of Company stock to be issued to the Lender upon conversion of the Notes would be the number of shares

of the Company Stock (rounded to the nearest whole share) equal to the quotient of:

(a) the principal plus accrued interest on the Notes then outstanding (b) divided by either US$25, US$21 or US$20 subject to the respective conditions of

the individual Notes;

provided, however, in the event that the stock price quoted for the Company on NASDAQ or The New York Stock Exchange (as applicable) at the time of the closing of the Qualified SPAC Business Combination (the “TMTG

Stock Price”) is less than either $50 per share, $42 per share, $40 per share subject to the respective conditions of the individual Notes, then the Conversion Price would be reset to 50% of the then current TMTG Stock Price subject to a

floor of $10 per share.

Notes 13 to 18 were issued from January 2022 through March 2022.

Note 19 was issued on August 23, 2023.

Notes 13 to 19 were Convertible Promissory Notes

issued with a cumulative face value of $17,360.0 (net of repayments), maturity of 18 months and interest will be accrued at a range between 5% and 10% based on the simple interest method (365 days year) for each note.

Notes 13 to 19 were

convertible simultaneously with the completion of a SPAC merger agreement or IPO.

All outstanding principal of these Notes, together with all accrued but unpaid interest on such principal, would convert to equity.

The number of shares of

Company stock to be issued to the Lender upon conversion of the Notes would be the number of shares of the Company Stock (rounded to the nearest whole share) equal to the quotient of:

(a) the principal plus accrued interest on the Notes

then outstanding (b) divided by either US$25 or US$21 subject to the respective conditions of the individual notes.

Notes 20 to 23 were issued from November 2023 through March 2024 with a cumulative face value of $7,955.0, maturity of 18 months and interest will be

accrued at 10% based on the simple interest method (365 days year) for each note.

Notes 20 to 23 were convertible with the completion of a SPAC merger agreement IPO.

The outstanding principal of the Notes, accrued but unpaid interest on

such principal, would convert to equity.

The number of shares of Company stock to be issued to the Lender upon conversion of the Notes in the event of a SPAC transaction would be the number of shares of the Company stock (rounded to the

nearest whole share) equal to the quotient of:

(a) the principal plus accrued interest on the Notes then outstanding (b) divided by US$10.

The number of shares of Company stock to be issued to the Lender upon conversion of the Notes in the

event of an IPO would be the number of shares of the Company stock (rounded to the nearest whole share) equal to the quotient of:

(a) the principal plus accrued interest on the Notes then outstanding (b) divided by 50% of the IPO price per

Several of the Private TMTG Convertible Notes were amended, extended, and/or restated after their initial issuance and prior to their conversion.

Each Private TMTG Convertible Note that was issued and outstanding immediately prior to the Closing automatically converted immediately prior to the

effective time of the Closing into a number of shares of Private TMTG common stock as such Private TMTG Convertible Note would automatically have been converted into upon the Closing, in accordance with the Merger Agreement.

Additionally, pursuant to a note purchase agreement entered into by and between Digital World and certain institutional investors on February 8, 2024 (the

“Note Purchase Agreements”), Digital World issued $50,000.0 in convertible promissory notes (the “DWAC Convertible Notes”).

The DWAC Convertible Notes:

(a) accrued interest at an annual rate of 8.00% and are payable on the earlier of (i)

the date that is 12 months after the date on which the Digital World consummated the Business Combination, which interest is not payable to the extent the holder exercises the conversion right and (ii) the date that the winding up of

Digital World was effective (such date, the “Maturity Date”);

(b) were convertible (i) at any time following the consummation of the Business Combination, but prior to the Maturity Date, redemption or otherwise the repayment in full of the

DWAC Convertible Notes, at each holder’s option, in whole or in part, and subject to the terms and conditions of the DWAC Convertible Notes, including any required shareholders’ approval upon the consummation of the Business Combination and

(ii) into that number of shares of common stock of the Company and warrants included in the units, each unit consisting of one share of common stock of the Company and one-half of one warrant of the Company (the “Conversion Units”),

equivalent to (A) the portion of the principal amount of the applicable DWAC Convertible Note (excluding any accrued interest, which shall not be payable with respect to the DWAC Convertible Note that was converted) being converted, divided

by (B) $8.00 (the “Conversion Price”);

(c) could have been redeemed by the Company, in whole or in part, commencing on the date on which all common stock of the Company issuable to the holders has been registered with the SEC, by providing

a 10-day notice of such redemption (the “Redemption Right”), which Redemption Right was contingent upon the trading price of the common stock of the Company exceeding 130% of the applicable conversion price on at least 3 trading days,

whether consecutive or not, within the 15 consecutive trading days ending on the day immediately preceding the day on which a redemption notice is issued by the Company;

(d) were initially drawable for 20% of the applicable investor’s

commitment amount and a final drawdown for the remaining 80% to occur upon the closing of the Business Combination, with the proceeds of such final drawdown deposited into a control account as indicated by the Company (the “Control

The proceeds from such final drawdown deposited into the Control Account remained therein and could not be withdrawn by the Company until such time as (i) the Company exercised the Redemption Rights using the proceeds in the

Control Account, (ii) any portion of the applicable DWAC Convertible Note was converted, at which time such portion shall be released from the Control Account or (iii) if prior to the conversion, a resale registration statement of the

Company covering all common stock issued pursuant to the DWAC Convertible Notes had been declared effective by the SEC.

The DWAC Convertible Notes were subject to specified events of default and had registration rights pursuant to the

registration rights agreement entered into by the Company and the parties thereto as of September 2, 2021.

Following the effectiveness on June 18, 2024, of a resale registration statement covering all common stock issued pursuant to the

DWAC Convertible Notes, all such notes were converted on or before June 20, 2024.

The proceeds of the final drawdown were released from the Control Account on July 1, 2024.

Standby Equity Purchase Agreement

On July 3, 2024, we entered into the Standby Equity Purchase Agreement (“SEPA”), pursuant to which we shall have the right, but not the obligation to sell up

to $2,500,000.0 of our common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA.

The per share subscription price is 97.25% of the Market Price during a one or three-day pricing period elected by us.

The “Market Price” is defined in the

SEPA as the lowest daily volume weighted average price (“VWAP”) during the one trading day, in the case of a one-day pricing period or of the three consecutive trading days, in the case of a three-day pricing period.

There is no upper

limit on the subscription price per share that could be paid for the shares.

During the year-ended December 31, 2024, we sold 20,330,365 shares of our common stock for prices between $14.31 and $36.98 per share, pursuant to the terms

Proceeds of these equity sales under the terms of the SEPA were $449,874.6 (net of $513.5 of deferred offering costs).

Net cash provided by financing activities for the year ended December 31, 2025 was $2,248,176.9 compared to $847,227.2 provided by financing activities for the year ended December 31,

Cash provided during the year ended December 31, 2025 is mainly comprised of $960,000.0 of proceeds from the issuance of the Convertible Notes and $1,395,318.3 from common stock sold through a PIPE financing, partially offset by $34,399.2 of

debt and equity offering costs, $53,607.6 of common stock repurchases, and $15,234.2 of Convertible Note repurchases.

During the year ended December 31, 2024, cash provided by financing activities comprised of cash proceeds of $233,017.5 from the

Initial Business Combination with DWAC, $47,455.0 from the issuance of convertible notes, $119,788.8 from the exercise of warrants, and $446,965.9 from the issuance of common stock (net of repurchases of $2,908.7).

Off-Balance Sheet Arrangements

As of December 31, 2024 and 2023, we had no off-balance sheet arrangements that had, or are reasonably likely to have, a current or future effect on our

financial statements.

Critical Accounting Policies and Significant Management Estimates

As of December 31, 2025 and 2024, we had no off-balance sheet arrangements that had, or are reasonably likely to have, a current or future effect on our financial statements.

Critical Management Estimates

We prepare our financial statements in accordance with GAAP.

The preparation of financial statements also requires us to make estimates and assumptions that

affect the reported amounts of assets, liabilities, revenue, costs and expenses, as well as the related disclosure of contingent assets and liabilities.

We base our estimates on historical experience and on various other assumptions that it

believes to be reasonable under the circumstances.

The preparation of financial statements also requires us to make estimates and assumptions that affect the reported

amounts of assets, liabilities, revenue, costs and expenses, as well as the related disclosure of contingent assets and liabilities.

We base our estimates on historical experience and on various other assumptions that it believes to be reasonable

under the circumstances.

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

To the extent that there are differences between our estimates and actual results, its future

financial statement presentation, balance sheet, results of operations and cash flows will be affected.

We believe that the accounting policies discussed below are critical to understanding its historical and future performance, as these

policies relate to the more significant areas involving our judgments and estimates.

Critical accounting policies and estimates are those that we consider the most important to the portrayal of its balance sheet and results of operations

because they require its most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.

Of our significant accounting policies, which are described in Note 2 to our financial statements, the following accounting policies and specific estimates

involve a greater degree of judgement and complexity.

To the extent that there are differences between our estimates and actual results, its future financial statement presentation, balance

sheet, results of operations and cash flows will be affected.

We believe that the accounting policies discussed below are critical to understanding its historical and future performance, as these policies relate to the more significant areas

involving our judgments and estimates.

Critical accounting policies and estimates are those that we consider the most important to the portrayal of its balance sheet and results of operations because they require its most difficult, subjective, or

complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.

Of our significant accounting policies, which are described in Note 2 to our financial statements, the following accounting policies and specific estimates involve a greater degree of

judgement and complexity.

Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and operating results.

Revenue Recognition .

We record revenue in accordance with ASC 606.

enter into advertising contractual arrangements with advertising manager service companies.

The advertising manager service companies provide advertising services to customers that facilitate the placement of ads on our Truth Social

We determine the number of Ad Units available on our Truth Social platform.

The advertising manager service companies have sole discretion over the terms of the auction and all payments and actions associated therewith.

for the Ad Units are set by an auction operated and managed by these third-party companies.

We have the right to block specific advertisers at its sole reasonable discretion, consistent with applicable laws, rules, regulations, statutes,

and ordinances.

We are an agent in these arrangements, and recognize revenue for our share in exchange for arranging for the specified advertising to be provided by the advertising manager service companies.

The advertising revenues are

recognized in the period when the advertising services are provided on a net basis.

See Note 2 to our consolidated financial statements for additional information regarding revenue recognition and unearned revenue.

Software Development Costs .

We expense software development costs,

including costs to develop software products or the software component products to be sold, leased, or marketed to external users, before technological feasibility is reached.

Technological feasibility typically is reached shortly before

the release of such products.

As a result, development costs that meet the criteria for capitalization were not material for the periods present.

Software development costs also include costs to develop software to be used solely to meet internal needs and cloud-based applications used to deliver our

We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to perform the function

Costs capitalized for developing such software applications were not material for the periods presented.

Stock Based Compensation .

We measure the cost of services received in

exchange for an award of equity instruments based on the fair value of the award.

The fair value of the award is measured on the grant date for equity classified instruments, and liability classified awards are subject to remeasurement in

accordance with ASC 718.

Awards granted to directors are treated on the same basis as awards granted to employees.

Acquisitions.

We determine whether substantially all of the fair value

of assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets.

We determine whether substantially all of the fair value of assets acquired is concentrated in a single identifiable asset or a

group of similar identifiable assets.

If this threshold is met, the single asset or group of assets, as applicable, is accounted for as an asset acquisition.

threshold is not met, further assessment is undertaken to ascertain whether the acquisition meets the definition of a business.

If the threshold is not met, further assessment is undertaken to ascertain whether the

acquisition meets the definition of a business.

We include the results of operations of acquired businesses in our financial statements as of the respective dates of acquisition.

Accounting for business

acquisitions requires us to make significant estimates and assumptions, especially at the acquisition date, with respect to tangible and intangible assets acquired, liabilities assumed and pre-acquisition contingencies.

The purchase price,

including estimates of the fair value of contingent consideration when applicable, is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values on the respective acquisition

dates, with the excess recorded as goodwill.

Accounting for business acquisitions requires us to

make significant estimates and assumptions, especially at the acquisition date, with respect to tangible and intangible assets acquired, liabilities assumed and pre-acquisition contingencies.

The purchase price, including estimates of the fair value

of contingent consideration when applicable, is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values on the respective acquisition dates, with the excess recorded as goodwill.

Critical estimates used in valuing certain acquired intangible assets include, but are not limited to, future expected cash flows and discount rates.

Equity classified contingent consideration, which relate to future earn-out payments associated with our acquisitions, are generally valued their fair value

on the acquisition date.

We use our best estimates and assumptions to determine acquisition-date fair values.

These estimates are inherently uncertain and subject to refinement.

continue to collect information and reevaluate our preliminary estimates and assumptions and record any qualifying measurement period adjustments to goodwill.

See Notes 2 and 4 to our financial statements for additional information regarding business acquisitions.

Goodwill and Indefinite-Lived Intangible Assets .

indefinite-lived intangible assets are assessed for impairment annually, or more frequently, if events occur that would indicate a potential reduction in the fair value of a reporting unit below its carrying value.

We perform our annual

impairment review of goodwill at the reporting unit level.

If we determine the fair value of the reporting unit’s goodwill or other indefinite-lived intangible assets is less than their carrying value as a result of an annual or interim

test, an impairment loss is recognized and reflected in operating income or loss in the consolidated statements of operations during the period incurred.

We perform our impairment assessment based on a quantitative analysis performed for

our reporting unit.

We review finite-lived intangible assets for impairment whenever an event occurs or circumstances change that indicate that the carrying amount of such

assets may not be fully recoverable.

Recoverability is determined based on an estimate of undiscounted future cash flows resulting from the use of an asset and its eventual disposition.

Should an asset not be recoverable, an impairment loss

is measured by comparing the fair value of the asset to its carrying value.

If we determine the fair value of an asset is less than the carrying value, an impairment loss is recognized in operating income or loss in the consolidated

statements of operations during the period incurred.

We performed our annual impairment assessment for 2024, and concluded that no impairment of goodwill was indicated.

As of December 31, 2024, we believe such

assets are recoverable, however, there can be no assurance these assets will not be impaired in future periods.

Any future impairment charges could adversely impact our results of operations.

We continue to collect

information and reevaluate our preliminary estimates and assumptions and record any qualifying measurement period adjustments to goodwill.

See Note 2 to our financial statements for additional information regarding business acquisitions.

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, and digital assets, as well as

investments that strengthen the patriot economy.

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

Additionally, through a

licensing agreement, Yorkville America may utilize Truth.Fi intellectual property to market their investment vehicles and financial products.

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

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 consolidated financial statements.

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

We report a non-controlling interest representing the

economic interest held by other parties in Yorkville America.

As of December 31, 2025, we held a variable interest in three 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 December 31, 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.

Indefinite-Lived Intangible Assets .

We make estimates, assumptions, and judgments when valuing indefinite-lived intangible assets in

connection with the initial purchase price allocations of business acquisitions, as well as when evaluating the recoverability of our indefinite-lived intangible assets on an ongoing basis.

We assess our indefinite-lived intangible assets for

impairment at least annually during the fourth quarter.

We will also perform an assessment at other times if and when events or changes in circumstances indicate the carrying value of these assets may not be recoverable.

We perform our impairment assessment on a quantitative basis.

We estimate fair value of our reporting unit based on our market capitalization, less the fair value of corporate and

other activities, which incorporates management’s assumptions about future cash flow projections, operating expenses, discount rates, and our investments in digital assets, digital assets pledged, and digital asset related securities.

methodology requires significant judgment and the use of estimates related to future business performance and market conditions.

In our most recent annual test, the estimated fair value of the reporting unit exceeded its carrying value by a significant margin, resulting in meaningful headroom, and no goodwill

impairment was recorded.

We performed a sensitivity analysis over key assumptions and concluded that reasonably possible changes in key inputs, including a hypothetical change of 10% in discount rate, would not cause the fair value of the reporting

unit to fall below its carrying value.

As of December 31, 2025, we believe such assets are recoverable, however, there can be no assurance these assets will not be impaired in future periods.

Any future impairment charges could adversely impact our

results of operations.

See Notes 2 and 6 to our financial statements for additional information regarding goodwill and indefinite-lived intangible assets.

Convertible Promissory Notes .

We issued the Private TMTG Convertible

Notes, which contained a range of fixed rate conversion features, whereby the outstanding principal and accrued interest would be converted into common shares at a fixed discount to the market price of the common stock at the time of

The Private TMTG Convertible Notes represented a financial instrument other than an outstanding share that embodies a conditional obligation that we must or may have settled by issuing a variable number of its equity shares.

The bifurcated embedded features of the convertible promissory notes were initially recorded on the balance sheet at their fair value on the date of issuance.

After the initial recognition, the fair value of the convertible promissory

notes (derivative feature component) may have changed over time due to changes in market conditions.

The change in fair market value was included in the statement of operations.

The liability component of the bifurcated convertible

promissory notes (net of any related debt issuance costs) accreted interest using the respective effective interest rate method until maturity.

Fair Value of Financial Instruments .

We use a three-tier fair value

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

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

Significant other inputs that are directly or indirectly observable in the marketplace.

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

The fair value hierarch requires an entity to maximize the use of observable inputs and minimize the use of unobservable input when measuring fair value.

The determination of fair value involves the use of appropriate valuation methods and relevant inputs into valuation models.

Our financial assets and liabilities that are measured at fair value on a recurring basis include investments and derivative financial instruments.

We measure certain other instruments, including stock-based compensation awards settled in stock, and certain assets acquired in a business combination, also

at fair value on a non-recurring basis.

Change in fair value of derivative

The automatic discounted share-settlement feature of the Private TMTG Convertible Notes was an embedded derivative requiring bifurcation accounting as (1) the feature was not clearly and closely related to the debt

host and (2) the feature met the definition of a derivative under ASC 815 (Derivatives and Hedging).

The bifurcated embedded features of the Private TMTG Convertible Notes were initially recorded on the balance sheet at

their fair value on the date of issuance.

After the initial recognition, the fair value of the embedded derivative feature changed over time due to changes in market conditions.

The change in fair market value has been included in the

statement of operations through the date the debt was converted.

Interest expense.

expense consists of accreted interest expense on Private TMTG’s outstanding convertible promissory note obligations and assumed debt from the WCT acquisition, amortization of deferred financing costs, other related financing expenses

and the post-merger interest expense related to DWAC’s Note Purchase Agreements.

The convertible promissory notes (net of any related debt issuance costs) accreted interest using the respective effective interest rate method until the

debt was extinguished.

Income tax expense.

are subject to income taxes in the United States.

The Company maintains a net operating loss (“NOL”) position but has not recognized a benefit in future years.

Deferred income taxes reflect the net tax effects of temporary differences

between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

A valuation allowance is provided when it is more likely than not that the deferred tax assets will

not be realized.

We have established a full valuation allowance to offset its U.S.

net deferred tax assets due to the uncertainty of realizing future tax benefits from our NOL carryforwards and other deferred tax assets.

The utilization

of the net operating losses prior to the Merger will be limited as per IRC Section 382.

Use of Estimates .

The preparation of financial statements in

accordance with U.S.

GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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.

results could differ from those estimates.

Material estimates include assumptions used in the fair value of equity instruments, the valuation allowance against deferred tax assets, the estimates of fair value of derivative liabilities,

recoverability of goodwill and intangibles, fair value of short-term investments, useful lives of property and equipment, earn-out shares, and stock-based compensation.

Change in fair value of derivative liabilities.

The automatic discounted share-settlement feature of the Private TMTG Convertible Notes was an

embedded derivative requiring bifurcation accounting as (1) the feature was not clearly and closely related to the debt host and (2) the feature met the definition of a derivative under ASC 815 (Derivatives and Hedging).

The bifurcated embedded features of the Private TMTG Convertible Notes were initially recorded on the balance sheet at their fair value on the date of issuance.

After the initial

recognition, the fair value of the embedded derivative feature changed over time due to changes in market conditions.

The change in fair market value has been included in the statement of operations through the date the debt was converted.

Recent Accounting Pronouncements

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Item 7. Management’s Discussion and Analysis