What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-14 · 1295 added, 1361 removed, 503 unchanged (84% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted

under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that

information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, TMTG’s Chief Executive Officer, and Chief Financial Officer (the “Certifying Officers”), to allow timely

decisions regarding required disclosure.

Under the supervision and with the participation of TMTG’s management, including its Certifying Officers, TMTG carried out an evaluation of the effectiveness of

the design and operation of its disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation as of December

31, 2024, the Certifying Officers concluded that our disclosure controls and procedures were not effective as a result of a material weakness in our internal controls over financial reporting discussed below.

Notwithstanding the identified material weakness described below, the Certifying Officers, do not believe that this deficiency had an adverse effect on our

reported operating results or financial condition, and has concluded that our financial statements and other financial information included in this Annual Report and other periodic filings present fairly, in all material respects, our financial

condition, results of operations, and cash flows for the periods presented in accordance with GAAP.

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required

to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, TMTG’s Chief Executive Officer, and Chief Financial Officer (the “Certifying Officers”), to allow timely decisions regarding

required disclosure.

Under the supervision and with the participation of TMTG’s management, including its Certifying Officers, TMTG carried out an evaluation of the effectiveness of the design and

operation of its disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation as of December 31, 2025, the

Certifying Officers concluded that our disclosure controls and procedures were effective.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and

operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and management is

required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of

future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only

reasonable, not absolute, assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and management is required to apply its judgment

in evaluating the benefits of possible controls and procedures relative to their costs.

The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no

assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control Over Financial Reporting

Except for the remediation efforts described below, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that materially

affected, or which are reasonably likely to materially affect, our internal control over financial reporting.

During the year ended December 31, 2025, we completed our internal control procedures to address the previously identified material weakness as described in more detail under

“Remediation Efforts” below.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of

the Exchange Act).

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

in Internal Control—Integrated Framework (2013 framework).

Based on our assessment under this framework, our management concluded that our internal control over financial reporting was not effective as of December 31, 2024 due to the material

weakness described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim

financial statements will not be prevented or detected on a timely basis.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Semple, Marchal & Cooper LLP (PCAOB ID:

independent registered public accounting firm, as stated in their report included herein.

Our management identified a material weakness primarily related to our failure to design and maintain formal accounting policies, processes, and controls to

analyze, and account for complex transactions as well as a need for additional accounting personnel who have the requisite experience in SEC reporting regulation.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act).

management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal

Control—Integrated Framework (2013 framework).

Based on our assessment under this framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Semple, Marchal &

Cooper LLP (PCAOB ID:

178), an independent registered public accounting firm, as stated in their report included herein.

Previously Identified Material Weakness in Internal Control Over Financial Reporting

We previously identified and disclosed in our Annual Report on Form 10-K for the period ended December 31, 2024, as well as in our Quarterly Reports on Form 10-Q for each interim

period in fiscal 2025, a material weakness in our internal control over financial reporting relating to our failure to design and maintain formal accounting policies, processes, and controls to analyze, and account for complex transactions as well as

a need for additional accounting personnel who have the requisite experience in U.S.

GAAP and SEC reporting requirements.

Our management concluded that this deficiency constituted a material weakness in our internal control over financial reporting

based on the criteria in Internal Control-Integrated Framework (2013) issued by the COSO.

This material weakness did not result in any material misstatements to our consolidated financial statements or any changes to previously filed financial

Remediation Efforts with Respect to Material Weakness

TMTG is committed to remediating the material weaknesses described above and continuing remediation efforts in 2025.

We are implementing several remediation

measures including, but not limited to hiring additional accounting staff with the requisite background and knowledge, engaging third parties to assist in complying with the accounting and financial reporting requirements related to significant

and complex transactions as well as adding personnel to assist with formalizing our business processes, accounting policies and internal control documentation, strengthening supervisory reviews by our management, and evaluating the effectiveness

of our internal controls in accordance with the framework established by Internal Control - Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission.

While our efforts are ongoing, we plan to

continue to take additional steps to remediate the material weaknesses, improve our financial reporting systems, and implement new policies, procedures, and controls;

however, we cannot guarantee those measures will prevent or detect material

weaknesses in the future.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that materially affected, or which are reasonably

likely to materially affect, our internal control over financial reporting.

Remediation Efforts of Previously Disclosed Material Weakness

Throughout 2025, our management, under the oversight of the Audit Committee of the Board, conducted a comprehensive reassessment of the Company's risks and controls.

This involved performing thorough

mapping relevant processes, design and maintenance of formal accounting policies, identifying risks within critical processes and related controls, and testing procedures.

Additionally, we hired financial reporting personnel with requisite experience

GAAP and SEC reporting requirements, and enhanced the professional knowledge and skills of existing staff.

Furthermore, organizational structural adjustments were made, and additional finance personnel were recruited to better support our

financial reporting obligations.

Moreover, the company expanded its utilization of external advisors to strengthen financial expertise and understanding of complex accounting matters.

These remediation actions have been in place for a sufficient period of time, and management has performed adequate testing to conclude that the material weakness has been remediated

as of December 31, 2025.

Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors

To the Stockholders and Board of Directors

Trump Media & Technology Group Corp.

1 unchanged sentence

Opinion on Internal Control over Financial Reporting

We have audited Trump Media & Technology Group Corp.’s (the “Company’s”) internal control over financial reporting as of December 31, 2024,

based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company did not maintain, in all material respects, effective internal control over financial

reporting as of December 31, 2024, based on the COSO criteria.

We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company

after the date of management’s assessment.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the

consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the

related notes (collectively referred to as “the financial statements”) and our report dated February 14, 2025 expressed an unqualified opinion thereon.

We have audited Trump Media & Technology Group Corp.’s (the “Company’s”) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company maintained, in

all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2025

and 2024, the related consolidated statements of operations, stockholders’ equity(deficit), and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as “the financial

statements”) and our report dated February 27, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the

effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control

over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting,

included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public

accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB.

Those standards require that we

plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over

financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures

as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a

reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

A material weakness regarding management’s failure to design and maintain formal

accounting policies, processes and controls has been identified and described in management’s assessment.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024

financial statements, and this report does not affect our report dated February 14, 2025 on those financial statements.

Those standards require that we plan and perform the audit to obtain reasonable

assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material

weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to

permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any

evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Also, projections of any evaluation of effectiveness to future periods are subject

to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Semple, Marchal & Cooper, LLP

Certified Public Accountants

We have served as the Company’s auditor since 2024.

Phoenix, Arizona

1 unchanged sentence

Other Information

(a) On October 10, 2024, the Company entered into a separation agreement (the “Separation Agreement”) with

Andrew Northwall, who resigned as the Company’s Chief Operating Officer effective September 28, 2024 (the “Separation Date”).

Pursuant to the Separation Agreement, Mr.

Northwall is entitled to receive (i) the unpaid balance of his base

salary for 30 days following the Separation Date, (ii) an additional lump sum payment of $60,833.33, reflecting two months’ salary, and (iii) $182,500.00, reflecting six months of regular wages, to be paid in six equal installments over 14

months following the Separation Date.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed

as Exhibit 10.15.

(b) On August 9, 2024 , Phillip Juhan , our Chief Financial Officer , adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1 (c) under the Securities Exchange Act of 1934, as amended.

Juhan sold an aggregate of 384,000 shares of our common stock in November 2024 before terminating the plan .

(b) During the quarter ended December 31, 2025, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading agreement” or a “non-Rule 10b5-1 trading agreement” (in each case defined in Item 408 of Regulation S-K).

Disclosure Regarding Foreign Jurisdiction that Prevents Inspections

3 unchanged sentences

Information Regarding Directors and Executive Officers .

The information required by this Item 10 relating to officers and directors and nominees for election to the Board of Directors is incorporated by reference to

the Proxy Statement.

The information required by this Item 10 relating to officers and directors and nominees for election to the Board is incorporated by reference to the Proxy Statement.

Compliance with Section 16(a) of the Exchange Act .

If applicable, the information required by this Item 10 with respect to compliance with Section 16(a) of the Exchange Act contained under the caption

“Delinquent Section 16(a) Reports” in the Proxy Statement is incorporated by reference to the Proxy Statement.

If applicable, the information required by this Item 10 with respect to compliance with Section 16(a) of the Exchange Act contained under the caption “Delinquent Section 16(a)

Reports” in the Proxy Statement is incorporated by reference to the Proxy Statement.

Code of Business Conduct and Ethics .

In accordance with the information required by this Item 10 relating to the code of ethics required by Item 406 of Regulation S-K, the Company has a Code of

Ethics and Business Conduct (the “Code”), which applies to its directors, officers (including the Chief Executive Officer and the Chief Financial Officer), and all other employees (collectively, the “Covered Persons” and each a “Covered

The full text of the Code is available on the Investor Relations section of the Company’s website.

The Company intends to satisfy the SEC’s requirements regarding amendments to, or waivers from, the Code by posting such information

on its website.

In accordance with the information required by this Item 10 relating to the code of ethics required by Item 406 of Regulation S-K, the Company has a Code of Ethics and Business Conduct (the “Code”),

which applies to its directors, officers (including the Chief Executive Officer and the Chief Financial Officer), and all other employees (collectively, the “Covered Persons” and each a “Covered Person”).

The full text of the Code is available on

the Investor Relations section of the Company’s website.

The Company will provide a copy of the Code to any person without charge, upon request.

Such requests should be made in writing to the following address:

Cattlemen Rd., Ste.

Sarasota, Florida 34232.

The Company intends to satisfy the SEC’s requirements regarding amendments to, or waivers from, the Code by posting such information on its website at https://tmtgcorp.com .

Procedures for Shareholders to Recommend Director Nominees .

1 unchanged sentence

Audit Committee Information.

The information required by this Item 10 relating to the Company’s audit committee financial experts and identification of the Company’s audit committee is

incorporated by reference to the Proxy Statement.

The information required by this Item 10 relating to the Company’s audit committee financial experts and identification of the Company’s audit committee is incorporated by reference

to the Proxy Statement.

Insider Trading Policy

The Company has an Insider Trading Policy which prohibits Covered Persons from buying or selling the Company’s securities while the Covered Person is aware of

material nonpublic information about the Company.

The Company has an Insider Trading Policy which prohibits Covered Persons from buying or selling the Company’s securities while the Covered Person is aware of material nonpublic

information about the Company.

The Company believes that its Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.

of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report.

A copy of the Insider Trading

Policy is filed as Exhibit 19.1 to this Annual Report.

Executive Compensation

Information regarding executive compensation, compensation committee interlocks and insider participation is incorporated herein by reference to the Proxy

Statement under the caption “Executive Compensation.”

Information regarding executive compensation, compensation committee interlocks and insider participation is incorporated herein by reference to the Proxy Statement under the caption

“Executive Compensation.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Securities Authorized for Issuance under Share-Based Compensation Plans

Information required by this item is incorporated herein by reference to the section captioned “Voting Securities and Principal Holders” in the Proxy

Securities Authorized for Issuance under Equity Compensation Plans

Information required by this item is incorporated herein by reference to the section captioned “Voting Securities and Principal Holders” in the Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management

Information required by this item is incorporated herein by reference to the section captioned “Voting Securities and Principal Holders” in the Proxy

Information required by this item is incorporated herein by reference to the section captioned “Voting Securities and Principal Holders” in the Proxy Statement.

Changes in Control

On December 17, 2024, President Donald J.

Trump transferred 114,750,000 shares of TMTG common stock to the Trust, of which

he is the sole beneficiary.

is the sole trustee of the Trust and has sole voting and investment power over all securities owned by the Trust.

Management of the Company knows of no other arrangements, including any

pledge by any person or securities of the Company, the operation of which may at a subsequent date result in a change in control of the registrant.

Trump transferred 114,750,000 shares of TMTG common stock to the Trust, of which he is the sole beneficiary.

trustee of the Trust and has sole voting and investment power over all securities owned by the Trust.

Management of the Company knows of no other arrangements, including any pledge by any person or securities of the Company, the operation of which

may at a subsequent date result in a change in control of the registrant.

Certain Relationships and Related Transactions, and Director Independence

The information relating to certain relationships and related transactions and director independence is incorporated herein by reference to the Proxy Statement

under the captions “Transactions with Certain Related Persons” and “Proposal I — Election of Directors.”

The information relating to certain relationships and related transactions and director independence is incorporated herein by reference to the Proxy Statement under the captions

“Certain Relationships and Related Party Transactions”, “Proposal I - Election of Directors” and “Meetings and Board Committees.”

Principal Accountant Fees and Services

The information relating to the principal accounting fees and expenses is incorporated herein by reference to the Proxy Statement under the captions “Proposal

II — Ratification of Appointment of Independent Registered Public Accounting Firm.”

The information relating to the principal accounting fees and expenses is incorporated herein by reference to the Proxy Statement under the caption “Proposal II - Ratification of

Appointment of Independent Registered Public Accounting Firm.”

Exhibit and Financial Statement Schedules

1 unchanged sentence

All financial statements

Report of Independent Registered Public Accounting Firm*

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022

Notes to Consolidated Financial Statements

Semple, Marchal & Cooper, LLP, PCAOB Firm ID No.

Financial Statement Schedules

All financial statement schedules are omitted because they are either inapplicable or not required, or because the required information is included in the

Consolidated Financial Statements or notes thereto contained in this Annual Report on Form 10-K.

All financial statement schedules are omitted because they are either inapplicable or not required, or because the required information is included in the Consolidated Financial

Statements or notes thereto contained in this Annual Report on Form 10-K.

Exhibits required by Item 601 of Regulation S-K

Description of Exhibits

Agreement and Plan of Merger, dated as of October 20, 2021, as amended on May 11, 2022, August 8, 2023, and September 29, 2023 by and among Digital World Acquisition

Corp., DWAC Merger Sub Inc.

and Trump Media & Technology Group Corp.

(incorporated by reference to Annex A to the proxy statement/prospectus which is part of Amendment No.

6 to the Registration Statement on Form S-4, filed by

Digital World Acquisition Corp.

on February 14, 2024).

Amended and Restated Certificate of Incorporation of Digital World Acquisition Corp.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed by

Digital World Acquisition Corp.

on September 9, 2021).

Second Amended and Restated Certificate of Incorporation of Trump Media & Technology Group Corp.

(incorporated by reference to Exhibit 3.2 to the Current Report on

Form 8-K, filed by Trump Media & Technology Group Corp.

Business Combination Agreement, dated as of August 25, 2025, by and among Yorkville Acquisition Corp., YA S3 Inc., Foris Holdings KY Limited, Crypto.com Strategy Holdings, Trump Media &

Technology Group Corp.

and Yorkville Acquisition Sponsor, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

on Augst 26, 2025)

Amendment No.

1 to Business Combination Agreement, dated as of October 31, 2025, by and among Yorkville Acquisition Corp., Crypto.com Strategy Holdings, Trump Media & Technology Group

and Yorkville Acquisition Sponsor, LLC

Agreement and Plan of Merger, dated as of December 18, 2025, by and among Trump Media & Technology Group Corp., T Media Sub, Inc.

and TAE Technologies, Inc.

(incorporated by reference

to Exhibit 2.1 to the Current Report on Form 8-K, filed by filed by Trump Media & Technology Group Corp.

on December 18, 2025).

Articles of Incorporation of Incorporation of Trump Media & Technology Group Corp.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed by Trump Media

& Technology Group Corp.

on April 30, 2025)

Bylaws of Digital World Acquisition Corp.

(incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1, filed by Digital World Acquisition Corp.

May 26, 2021).

Amended and Restated Bylaws of Trump Media & Technology Group Corp.

(incorporated by reference to Exhibit 3.3 to Post-Effective Amendment No.

2 to the Registration

Statement on Form S-4, filed by Digital World Acquisition Corp.

on March 5, 2024).

Second Amendment to the Amended and Restated Certificate of Incorporation of Digital World Acquisition Corp.

(incorporated by reference to Exhibit 3.1 to the Current

Report on Form 8-K, filed by Digital World Acquisition Corp.

on September 6, 2023).

Bylaws of Trump Media & Technology Group Corp.

(incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

Warrant Agreement, dated September 2, 2021, by and between Digital World Acquisition Corp.

and Continental Stock Transfer & Trust Company, as warrant agent

(incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to

Exhibit 4.1 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on September 9, 2021).

Amendment to the Warrant Agreement, dated March 15, 2024, by and among Digital World Acquisition Corp., Continental Stock Transfer & Trust Company and Odyssey Transfer & Trust

Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on March 18, 2024).

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1/A2, filed by Digital World Acquisition Corp.

on July 26, 2021).

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1/A2, filed by Digital World Acquisition Corp.

on July 26, 2021).

Indenture, dated as of May 29, 2025, by and among Trump Media & Technology Group Corp., the Guarantors therein, and U.S.

Bank Trust Company, National Association, as Trustee and

Collateral Agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by filed by Trump Media & Technology Group Corp.

on May 30, 2025)

Form of 0.00% Convertible Senior Secured Note due 2028 (included within Exhibit 4.5)

Form of Earnout Warrant between Yorkville Acquisition Corp.

and Trump Media & Technology Group Corp.

(incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed

by Trump Media & Technology Group Corp.

on August 26, 2025)

Form of Forced Exercise Warrant between the Yorkville Acquisition Corp.

and the holders (including Trump Media & Technology Group Corp.) (incorporated by reference to Exhibit 4.2 to the

Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

on August 26, 2025)

Description of Registrant’s Securities

Letter Agreement, dated September 2, 2021, by and among Digital World Acquisition Corp., its officers, directors, ARC Global Investments II LLC and EF Hutton, Division of

Benchmark Investments, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on September 9, 2021).

Registration Rights Agreement, dated September 2, 2021, by and among Digital World Acquisition Corp.

and certain security holders.

(incorporated by reference to Exhibit

10.3 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

(incorporated by reference to Exhibit 10.3 to the Current

Report on Form 8-K, filed by Digital World Acquisition Corp.

on September 9, 2021).

Trump Media & Technology Group Corp.

Amended and Restated Trump Media & Technology Group Corp.

2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Trump Media

1 unchanged sentence

on April 30, 2025).

Form of Lock-up Agreement by and among Digital World Acquisition Corp., Trump Media & Technology Group Corp.

and Certain Stockholders, Directors and Officers of Trump

Media & Technology Group Corp.

thereto (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

on April 1, 2024).

Amendment of the Insider Letter, dated May 12, 2022, by and among Digital World Acquisition Corp., its officers, directors, ARC Global Investments II LLC and EF Hutton,

Division of Benchmark Investments, LLC (previously filed as Exhibit 10.12 to the Registration Statement on Form S-4 filed by Digital World Acquisition Corp.

on May 16, 2022).

TMTG Executive Employment Agreement with Phillip Juhan, dated July 7, 2021, as of the Effective Date (incorporated by reference to Exhibit 10.12 to Amendment No.

4 to the Registration

Statement on Form S-4, filed by Digital World Acquisition Corp.

on February 12, 2024).

TMTG Amendment to Executive Employment Agreement with Phillip Juhan, dated December 31, 2021, as of the Effective Date (incorporated by reference to Exhibit 10.13 to Amendment No.

Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

on February 12, 2024).

TMTG Amendment to Executive Employment Agreement with Phillip Juhan, dated December 31, 2021, as of the Effective Date (incorporated by reference to Exhibit 10.13 to

Amendment No.

4 to the Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

TMTG Second Amendment to Executive Employment Agreement with Phillip Juhan, dated March 8, 2024 (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K, filed by Trump

Media & Technology Group Corp.

on February 14, 2025).

TMTG Second Amendment to Executive Employment Agreement with Phillip Juhan, dated March 8, 2024.

TMTG Executive Employment Agreement with Devin Nunes, dated January 2, 2022, as of the Effective Date (incorporated by reference to Exhibit 10.14 to Amendment No.

the Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

on February 12, 2024).

TMTG Amendment to Executive Employment Agreement with Devin Nunes, dated March 7, 2024.

TMTG Executive Employment Agreement with Andrew Northwall, dated December 17, 2021, as of the Effective Date (incorporated by reference to Exhibit 10.15 to Amendment No.

4 to the Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

4 to the Registration

Statement on Form S-4, filed by Digital World Acquisition Corp.

on February 12, 2024).

TMTG Addendum to Executive Employment Agreement with Andrew Northwall, dated December 30, 2023, as of the Effective Date (incorporated by reference to Exhibit 10.16 to

Amendment No.

4 to the Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

TMTG Amendment to Executive Employment Agreement with Devin Nunes, dated March 7, 2024 (incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K, filed by Trump Media

& Technology Group Corp.

on February 14, 2025).

TMTG Amendment to Executive Employment Agreement with Andrew Northwall, dated March 7, 2024.

TMTG Second Amendment to Executive Employment Agreement with Andrew Northwall, dated March 11, 2024.

Separation Agreement, dated October 3, 2025, by and between Andrew Northwall and the Company.

Form of Private TMTG Executive & Consultant Convertible Promissory Note

TMTG Executive Employment Agreement with Vladimir Novachki, dated January 16, 2023.

TMTG Amendment to Executive Employment Agreement with Vladimir Novachki, dated January 16, 2023.

Second Amended & Restated License, Likeness, Exclusivity and Restrictive Covenant Agreement, dated February 2, 2024, by and among President Donald J.

Operations, LLC, and TMTG (incorporated by reference to Exhibit 10.17 to Amendment No.

Trump, DTTM Operations, LLC, and

TMTG (incorporated by reference to Exhibit 10.17 to Amendment No.

4 to the Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

on February 12, 2024).

Order Instituting Cease-and Desist Proceedings pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making

Findings, and Imposing a Cease-and-Desist Order, dated July 20, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

Order Instituting Cease-and Desist Proceedings pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a

Cease-and-Desist Order, dated July 20, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on July 21, 2023).

Form of Digital World Acquisition Corp.

Compensation Program Convertible Note (incorporated by reference to Exhibit 10.28 to Amendment No.

4 to the Registration Statement

on Form S-4, filed by Digital World Acquisition Corp.

on February 12, 2024).

Form of Warrant Subscription Agreement, dated as of February 7, 2024, by and among Digital World Acquisition Corp.

and certain accredited investors 2023 (incorporated by

reference to Exhibit 10.3 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on February 8, 2024).

Form of Note Purchase Agreement, dated February 8, 2024, by and among Digital World Acquisition Corp.

and certain accredited investors 2023 (incorporated by reference to

1 unchanged sentence

on February 8, 2024).

Form of Convertible Promissory Note, issued February 8, 2024 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by Digital World

Acquisition Corp.

on February 8, 2024).

Retention Bonus Agreement, dated as of February 9, 2024, by and among Digital World Acquisition Corp., Trump Media & Technology Group Corp., ARC Global Investments

II, LLC and General Counsel of Trump Media & Technology Group Corp (incorporated by reference to Exhibit 10.32 to Amendment No.

4 to the Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

on February 12,

Letter Agreement, dated February 8, 2024, between Digital World Acquisition Corp.

and Trump Media & Technology Group Corp.

(incorporated by reference to Exhibit 10.34

to Amendment No.

4 to the Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

Form of Note Purchase Agreement, dated February 8, 2024, by and among Digital World Acquisition Corp.

and certain accredited investors (incorporated by reference to Exhibit 10.1 to the

Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on February 8, 2024).

Amendment to the Warrant Agreement, dated March 15, 2024, by and among Digital World Acquisition Corp., Continental Stock Transfer & Trust Company and Odyssey

Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on March 18, 2024).

Share Escrow Agreement, dated March 21, 2024, by and among Digital World Acquisition Corp., Trump Media & Technology Group Corp.

and Odyssey Transfer & Trust

Company (incorporated by reference to Exhibit 10.33 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

and Odyssey Transfer & Trust Company (incorporated

by reference to Exhibit 10.33 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

on April 1, 2024).

ARC Escrow Agreement, dated March 21, 2024, between Digital World Acquisition Corp.

and Odyssey Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to

the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

and Odyssey Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Current Report

on Form 8-K, filed by Trump Media & Technology Group Corp.

on March 26, 2024).

Non-ARC Class B Shareholders Escrow Agreement, dated March 21, 2024, by and among Digital World Acquisition Corp., Arc Global Investments II, LLC and Odyssey Transfer

& Trust Company (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

Non-ARC Class B Shareholders Escrow Agreement, dated March 21, 2024, by and among Digital World Acquisition Corp., Arc Global Investments II, LLC and Odyssey Transfer & Trust Company

(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

on March 26, 2024).

Form of Non-Competition and Non-Solicitation Agreement (incorporated by reference to Exhibit 10.36 to the Current Report on Form 8-K, filed by Trump Media &

Technology Group Corp.

on April 1, 2024).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.37 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

Form of Non-Competition and Non-Solicitation Agreement (incorporated by reference to Exhibit 10.36 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

April 1, 2024).

Amended and Restated Promissory Note, dated August 20, 2021, issued to ARC Global Investments II LLC (incorporated by reference to Exhibit 10.2 to the Amended to

Registration Statement on Form S-1, filed by Digital World Acquisition Corp.

on August 20, 2021).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.37 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

on April 1, 2024).

Standby Equity Purchase Agreement between Trump Media & Technology Group Corp.

and YA II PN, LTD., dated July 3, 2024.

(incorporated by reference to Exhibit 10.3 to

the Current Report on Form 8-K, filed by Trump Media and Technology Group Corp.

on July 3, 2024)

Asset Acquisition Agreement, dated July 3, 2024, by and among the Company, WorldConnect Technologies, L.L.C., WorldConnect IPTV Solutions, LLC and JedTec, L.L.C.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

on July 3, 2024).

Amended and Restated Option Agreement, dated July 3, 2024, by and between WorldConnect Technologies, L.L.C., Perception Group, Inc., Perception TVCDN Ltd., and FORA,

FOrum RAčunalništva, d.o.o.

(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

(incorporated by reference to Exhibit 10.3 to the Current Report

on Form 8-K, filed by Trump Media and Technology Group Corp.

on July 3, 2024)

Registration Rights Agreement, dated August 9, 2024, by and among the Company, WorldConnect IPTV Solutions, LLC and JedTec, L.L.C.

(incorporated by reference to Exhibit

10.1 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

(incorporated by reference to Exhibit 10.1 to the Current

Report on Form 8-K, filed by Trump Media & Technology Group Corp.

on August 9, 2024).

Form of Equity PIPE Subscription Agreement, dated as of May 27, 2025, by and between Trump Media & Technology Group Corp.

and certain investors party thereto (incorporated by reference

to Exhibit 10.1 to the Current Report on Form 8-K, filed by filed by Trump Media & Technology Group Corp.

on May 27, 2025)

Form of Convertible Note Subscription Agreement, dated as of May 27, 2025, by and between Trump Media & Technology Group Corp.

and certain investors party thereto (incorporated by

reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by filed by Trump Media & Technology Group Corp.

on May 27, 2025)

Purchase Agreement, date August 26, 2025, by and between Trump Media & Technology Group Corp.

and Foris Holdings US, Inc.

(incorporated by reference to Exhibit 10.1 to the Current

Report on Form 8-K, filed by filed by Trump Media & Technology Group Corp.

on August 26, 2025)

Sponsor Support Agreement, dated as of August 25, 2025, by and among the Yorkville Acquisition Corp., YA S3 Inc., Foris Holdings KY Limited, Crypto.com Strategy Holdings, Trump Media &

Technology Group Corp.

and Yorkville Acquisition Sponsor, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by filed by Trump Media & Technology Group Corp.

on August 26, 2025)

Form of Registration Rights Agreement by and among the Yorkville Acquisition Corp., Crypto.com Strategy Holdings, Trump Media & Technology Group Corp.

and Yorkville Acquisition Sponsor,

LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by filed by Trump Media & Technology Group Corp.

on August 26, 2025)

Convertible Promissory Note, dated as of December 18, 2025, by and between Trump Media & Technology Group Corp.

and TAE Technologies, Inc.

(incorporated by reference to Exhibit 10.1 to

the Current Report on Form 8-K, filed by filed by Trump Media & Technology Group Corp.

on December 18, 2025).

Voting and Support Agreement, dated as of December 18, 2025, by and between Donald J.

Trump Revocable Trust dated April 7, 2014 and TAE Technologies, Inc.

(incorporated by reference to

Exhibit 99.1 to the Current Report on Form 8-K, filed by filed by Trump Media & Technology Group Corp.

on December 18, 2025).

Form of Voting and Support Agreement, dated as of December 18, 2025, by and between Trump Media & Technology Group Corp.

and certain stockholders TAE Technologies, Inc.

(incorporated by

reference to Exhibit 99.2 to the Current Report on Form 8-K, filed by filed by Trump Media & Technology Group Corp.

on December 18, 2025).

Trump Media & Technology Group Corp.

Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 to the Current Report on Form 8-K, filed by Trump

Media & Technology Group Corp.

Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 to the Current Report on Form 8-K, filed by Trump Media &

Technology Group Corp.

on April 1, 2024).

Letter from Marcum LLP to the Securities and Exchange Commission, dated August 15, 2023 (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K,

filed by Digital World Acquisition Corp.

Letter from Marcum LLP to the Securities and Exchange Commission, dated August 15, 2023 (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K, filed by Digital World

Acquisition Corp.

on August 15, 2023).

Letter from Adeptus Partners LLC to the Securities and Exchange Commission, dated March 29, 2024 (incorporated by reference to Exhibit 16.2 to the Current Report on Form

8-K, filed by Trump Media & Technology Group Corp.

Letter from Adeptus Partners LLC to the Securities and Exchange Commission, dated March 29, 2024 (incorporated by reference to Exhibit 16.2 to the Current Report on Form 8-K, filed by Trump

Media & Technology Group Corp.

on April 1, 2024).

Trump Media & Technology Group Corp.

Insider Trading Policy

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K, filed by Trump Media & Technology Group

on February 14, 2025).

List of Subsidiaries of Trump Media & Technology Group Corp.

6 unchanged sentences

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Executive Compensation Recovery Policy

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the

Inline XBRL document.

Executive Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K, filed by Trump Media & Technology Group Corp.

on February 14, 2025).

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Inline XBRL Taxonomy Extension Schema Document.

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Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).

Filed herewith.

Furnished herewith.

Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

The Registrant agrees to furnish a copy of all

omitted exhibits and schedules to the SEC upon its request.

Filed or furnished herewith.

Indicates a management or compensatory plan.

Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC

upon its request.

Certain portions of this exhibit have been redacted pursuant to Regulation S-K Item 601(b)(10)(iv).

The Company hereby agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its

Form 10-K Summary

8 unchanged sentences

Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors

To the Stockholders and Board of Directors

Trump Media & Technology Group Corp.

3 unchanged sentences

(the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of

operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

operations, stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the

consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the

period ended December 31, 2024 , in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of

December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated February 14, 2025 expressed an adverse opinion thereon.

consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended

December 31, 2025 , in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2025, based

on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of

Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated February 27, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based

on our audits.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

federal securities laws and the

applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that

respond to those risks.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial

statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used

and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to

the audit committee and that:

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of

critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical

audit matter or on the accounts or disclosures to which it relates.

Valuation of TMTG Earnout Shares

Description of the Matter

As described in Note 1 and Note 3 to the consolidated financial statements and in the consolidated statements of stockholders’ equity, the fair value of TMTG Earnout Shares on

the date of closing of the merger with Digital World Acquisition Corp.

was determined by the Company to be approximately $2.5 Billion.

This amount was recorded as an increase to accumulated deficit and paid in capital,

respectively, in the same amount.

How We Addressed the Matter in Our Audit

The Company engaged a valuation specialist to determine the fair value of the TMTG Earnout Shares.

This specialist utilized a Monte Carlo simulation analysis to determine the

fair value of the Earnout Shares at the date of the merger.

Auditing the reasonableness of the Monte Carlo simulation analysis involved complex mathematical models and valuation assumptions.

The primary procedure to address

this audit matter included retention of an additional independent valuation specialist to reperform the Monte Carlo analysis and comment on the appropriateness of the underlying assumptions.

Further, we reviewed the reports of

the valuation experts, the methodology used for the respective valuation reports and the significant assumptions used therein.

We reviewed the reports under the guidance contained in the applicable PCAOB Auditing Standards and

concluded that the valuations arrived at in the reports were prepared in accordance with the standards applicable to their profession, used reasonable assumptions, in light of the facts and circumstances and were not

materially different.

The communication of critical audit matters does not alter in any

way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it

Evaluation of audit evidence pertaining to the existence and control of the Company’s digital assets

Description of the Critical Audit

As described in Notes 2 and 5 to the consolidated financial statements, the Company accounts for its digital assets as indefinite-lived intangible assets.

The digital assets are recorded at cost, and

subsequently remeasured at fair value, with changes in fair value recognized on the consolidated statement of operations.

As of December 31, 2025, the carrying value of the Company’s digital assets was $904.37 million.

We identified the evaluation of audit evidence pertaining to the existence of its digital assets and whether the Company controls the digital assets as a critical audit matter.

Especially subjective auditor

judgment was involved in determining the nature and extent of evidence required to assess the existence of the digital assets and whether the Company controls the digital assets, as control over the digital assets is provided through private

cryptographic keys stored using third-party custodial services.

In addition, professionals with specialized skills and knowledge in blockchain technology were utilized to assist in the evaluation of the sufficiency of certain audit

Description of the primary

procedures we performed to

address the Critical Audit Matter

We evaluated the design and tested the operating effectiveness of certain internal controls over the digital assets process, including a control over the comparison of the Company’s records of digital assets

held to the custodial records.

We involved professionals with specialized skills and knowledge in blockchain technology, who assisted in evaluating certain internal controls over the digital assets process and the reconciliation of digital

assets per the custodial service ledgers to the public blockchain.

We obtained confirmation of the Company’s digital assets in custody as of December 31, 2025 and compared the total digital assets confirmed to the Company’s record of digital

asset holdings.

We also compared the Company’s record of digital asset transactions to the records on the public blockchain using multiple software audit tools.

We applied auditor judgment in determining the nature and extent of audit

evidence required, especially related to assessing the existence of the digital assets and whether the Company controls the digital assets.

We evaluated the sufficiency and appropriateness of audit evidence obtained by assessing the results

of procedures performed over the digital assets.

/s/ Semple, Marchal & Cooper, LLP

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CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheets as of December 31, 2024 and December 31, 2023 and Statements of Operations, Stockholders’ (Deficit)/Equity and Cash Flows for the years

ending December 31, 2024, December 31, 2023 and December 31, 2022

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

December 31, 2024 and December 31, 2023

TRUMP MEDIA & TECHNOLOGY GROUP CORP.

5 unchanged sentences

Cash and cash equivalents (1)

Restricted cash

Short-term investments

Equity securities (Note 2)

Prepaid expenses and other current assets

1 unchanged sentence

Total current assets

Convertible note receivable

Interest receivable

Property and equipment, net

Digital assets (Note 5)

Digital assets pledged (Note 5)

Intangible assets, net

3 unchanged sentences

Accounts payable and accrued expenses (1)

Convertible promissory notes

Convertible notes payable (Note 11)

Related party payables

Derivative liability

Unearned revenue

4 unchanged sentences

Long-term debt - other

Convertible promissory notes

Derivative liability

Deferred tax liability

Total liabilities

Commitments and contingencies (Note 16)

Stockholders’ Equity/(Deficit):

Preferred Stock $ 0.0001

par value – 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2024 and December 31, 2023

Common Stock $ 0.0001

par value – 999,000,000 shares authorized, 220,657,016 and 87,500,000 shares issued

and outstanding at December 31, 2024 and December 31, 2023

Stockholders’ Equity:

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

Common Stock $ 0.0001 par value – 999,000,000 shares authorized, 276,724,314 and 220,657,014 shares issued and outstanding at December 31, 2025 and December 31, 2024

Paid in Capital

Treasury Stock

Treasury stock, at cost ( 4,279,691 and 128,138 shares)

Accumulated Deficit

( 3,657,247.1

Total stockholders’ equity/(deficit)

( 2,945,185.7

Total stockholders’ equity

Noncontrolling interest

Total liabilities and stockholders’ equity/(deficit)

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

As of December 31, 2025, the total assets include $ 1,556.0 related to the consolidated VIE of which $ 1,556.0 is included in cash and cash equivalents.

Total liabilities included $ 50.5 related to the consolidated VIE of which $ 50.5 is included in accounts payable and accrued liabilities.

As of December 31, 2024, we did not have a variable interest in the VIE, as a result no assets and liabilities of the VIE are included in our consolidated balance sheet.

There is no recourse against us for the liabilities of the consolidated VIE.

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

7 unchanged sentences

General and administration

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

Depreciation and amortization

3 unchanged sentences

Interest expense

Investment loss

Litigation settlements

Change in fair value of derivative liabilities

Loss on the conversion of convertible debt

(Loss)/income from operations before income taxes

Loss from operations before income taxes

Income tax expense

Net (loss)/income

(Loss)/earnings per Share attributable to common stockholders:

Weighted Average Shares used to compute net loss/earnings per share attributable to common stockholders:

Less net loss attributable to noncontrolling interest

Net loss available to common stockholders

Loss per Share attributable to common stockholders:

Weighted Average Shares used to compute net loss per share available to common stockholders:

(1) Costs of operating expenses include stock-based compensation expense as follows:

2 unchanged sentences

Total stock-based compensation expense

* Loss per share attributable to common stockholders for diluted calculation is

based on the Basic weighted shares as these are not dilutive.

* Loss per share attributable to common stockholders for diluted calculation is based on the Basic weighted shares as these are not dilutive.

The basic and diluted loss per share attributable to common stockholders are therefore the same.

3 unchanged sentences

(in thousands, except share data)

Treasury Stock

Paid in Capital

Stockholders’

(Deficit)/ Equity

Retroactive application of recapitalization to January 1, 2022

Balance as of December 31, 2022

Noncontrolling

Balance as of January 1, 2023

Balance as of December 31, 2023

3 unchanged sentences

Stock based compensation

Vesting of restricted stock units

Issuance of common stock upon reverse capitalization

1 unchanged sentence

Conversion of convertible notes in common stock

Common stock issued for cash

Common stock issued from SEPA

Acquisition of WCT, net of offering costs

3 unchanged sentences

( 2,945,185.7

Exercise of warrants

Stock based compensation

Common stock issued in PIPE

Common stock issued to purchase digital assets

Vesting of restricted stock units

Treasury stock

Contribution for non-controlling interest

Balance as of December 31, 2025

( 3,657,247.1

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

3 unchanged sentences

Cash flows from operating activities

Net (loss)/income

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash provided by/(used in) operating activities:

Non-cash interest expense on debt

Change in fair value of derivative liability

Non-cash interest income

Change in fair value of derivative liabilities

Depreciation and amortization

1 unchanged sentence

Stock based compensation

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

Net unrealized loss on investments

Premiums received from assigned put options

Operating lease amortization

Deferred taxes

Change in operating assets and liabilities

Related party receivable/payable

Prepaid expenses and other current assets

3 unchanged sentences

Accounts payable and accrued liabilities

Net cash used in operating activities

Net cash provided by/(used in) operating activities

Cash flows used in investing activities

Purchases of property and equipment

Acquisition of WCT

Purchase of intangible assets

Purchase of short-term investments

Sale of short-term investments

Purchase of digital assets

( 1,436,000.0

Purchase of equity securities

Sale of equity securities

Investment in convertible note receivable

Net cash used in investing activities

( 2,267,283.0

Cash flows provided by financing activities

Proceeds of convertible promissory notes

Repayment of convertible promissory notes

Proceeds of convertible notes

Repurchase of convertible notes

Repayment of convertible notes

Repayment of long-term debt

Proceeds from merger

Repurchase of common stock

Proceeds from the issuance of common stock

Proceeds from the exercise of warrants

Proceeds from PIPE

Payments of debt and equity offering costs

Repurchases of common stock

Proceeds from SEPA, net

Proceeds from the exercise of warrants, net

Contribution for non-controlling interest

Net cash provided by financing activities

Net change in cash and cash equivalents

Net change in cash, cash equivalents, and restricted cash

Cash and cash equivalents, beginning of year

Cash and cash equivalents, end of year

Cash, cash equivalents, and restricted cash, end of year

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents, and restricted cash, end of period

Supplemental disclosure of cash flow information

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Operating lease assets obtained in exchange for operating lease obligations

Common stock issued for acquisition of WCT

Common stock issued for underwriter fees

Common stock issued for business combination

Common stock issued for digital assets

Debt and equity offering costs

Digital asset exchanged for other digital asset

Digital assets pledged as collateral for call option

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

NOTE 1 - DESCRIPTION OF BUSINESS

The accompanying consolidated financial statements include the historical accounts of Trump Media & Technology Group Corp.

(“TMTG”), which changed its name from Trump Media Group Corp.

The accompanying consolidated financial statements include the historical accounts of TMTG Sub Inc.

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

(“Private TMTG” or “Predecessor TMTG” or, prior to the closing

on March 25, 2024, “TMTG”), which changed its name from Trump Media Group Corp.

in October 2021.

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

TMTG operates Truth Social, a

social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations and Truth+, a streaming platform focusing on news, Christian content, and family friendly programming.

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

(“Digital World” or “DWAC”), DWAC Merger Sub, TMTG, ARC Global Investments II (“ARC”), LLC and TMTG’s General Counsel, as

amended on May 11, 2022, August 9, 2023 and September 29, 2023.

Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, upon the Closing, Merger Sub merged with and into TMTG, with TMTG surviving as a

wholly owned subsidiary of Digital World, and with TMTG’s stockholders receiving 87,500,000 shares of Digital World Class A

common stock (excluding 40,000,000 Earnout Shares), subject to certain adjustments and earnout provisions, in exchange for TMTG

common stock, which is in substance, a continuation of the TMTG shareholders’ equity interests in the TMTG business, plus up to an additional 7,854,534

shares of New Digital World common stock to be issued upon conversion of outstanding TMTG Convertible Notes immediately prior to the Closing.

Notwithstanding the legal form of the Business Combination pursuant to the Merger Agreement, the Business Combination has been accounted

for as a reverse recapitalization in accordance with U.S.

GAAP because TMTG is the operating company and has been determined to be the accounting acquirer under Financial Accounting Standards Board’s Accounting Standards Codification Topic

805, Business Combinations (“ASC 805”), while Digital World is a blank check company.

TMTG operates

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

on-demand content.

TMTG has also launched Truth.Fi, a financial services and FinTech brand incorporating America First investment vehicles, and a digital asset strategy--including a bitcoin treasury--to help ensure our financial freedom

and protect against discrimination by financial institutions.

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

(“Digital World” or “DWAC”), DWAC Merger Sub, TMTG, ARC Global Investments II (“ARC”), LLC and TMTG’s General Counsel, as amended on May 11, 2022, August 9, 2023 and September 29, 2023.

Pursuant to the DWAC Merger Agreement, and subject to the terms and conditions set forth therein, upon the Closing, Merger Sub merged with and into TMTG, with TMTG surviving as a wholly owned subsidiary of Digital World, and with TMTG’s stockholders receiving 87,500,000 shares of Digital World Class A common stock (excluding 40,000,000 Earnout Shares), subject to certain adjustments and earnout provisions, in exchange for TMTG common stock, which is in substance, a continuation of the TMTG shareholders’ equity interests in the TMTG business, plus up to an additional 7,854,534 shares of New Digital World common stock to be issued upon conversion of outstanding TMTG Convertible Notes immediately prior to the Closing.

Notwithstanding the legal form of the Initial Business Combination pursuant to the DWAC Merger Agreement, the Initial Business Combination has been accounted for as a reverse recapitalization

in accordance with U.S.

GAAP because TMTG is the operating company and has been determined to be the accounting acquirer under Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 805, Business Combinations

(“ASC 805”), while Digital World is a blank check company.

The determination is primarily based on the evaluation of the following facts and circumstances:

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Operations of Private TMTG comprise the ongoing operations of TMTG.

Under the reverse recapitalization model, the Business Combination was treated as TMTG issuing equity for the net assets of Digital World, with no goodwill or

intangible assets recorded.

While Digital World was the legal acquirer in the Business Combination, because Predecessor TMTG was deemed the accounting acquirer, the historical financial

statements of Predecessor TMTG became the historical financial statements of the combined company upon the consummation of the Business Combination.

As a result, the financial statements reflect (i) the historical operating results of

Predecessor TMTG prior to the Business Combination;

(ii) the combined results of Digital World and Predecessor TMTG following the closing of the Business Combination;

(iii) the assets and liabilities of Predecessor TMTG at their historical

and (iv) the Company’s equity structure for all periods presented.

In connection with the consummation of the Business Combination, Digital World was renamed “Trump Media & Technology Group Corp.” and TMTG was renamed “TMTG Sub

In accordance with the applicable guidance, the equity structure has been retroactively restated in all comparative periods up to the Closing Date, to reflect

the number of shares of the Company’s common stock issued to Predecessor TMTG common shareholders and Predecessor TMTG convertible noteholders in connection with the Business Combination.

As such, the shares and corresponding capital amounts

and earnings per share related to Predecessor TMTG convertible notes and Predecessor TMTG common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business

Under the reverse recapitalization model, the Initial Business Combination was treated as TMTG issuing equity for the net assets of Digital World, with no goodwill or intangible assets

While Digital World was the legal acquirer in the Initial Business Combination, because Predecessor TMTG was deemed the accounting acquirer, the historical financial statements of Predecessor

TMTG became the historical financial statements of the combined company upon the consummation of the Initial Business Combination.

As a result, the financial statements reflect (i) the historical operating results of Predecessor TMTG prior

to the Initial Business Combination;

(ii) the combined results of Digital World and Predecessor TMTG following the closing of the Initial Business Combination;

(iii) the assets and liabilities of Predecessor TMTG at their historical cost;

and (iv) our equity structure for all periods presented.

In connection with the consummation of the Initial Business Combination, Digital World was renamed “Trump Media & Technology Group Corp.” and TMTG was renamed “TMTG Sub Inc.”

In accordance with the applicable guidance, the equity structure has been retroactively restated in all comparative periods up to the Closing Date, to reflect the number of shares of our

common stock issued to Predecessor TMTG common shareholders and Predecessor TMTG convertible noteholders in connection with the Initial Business Combination.

As such, the shares and corresponding capital amounts and earnings per share

related to Predecessor TMTG convertible notes and Predecessor TMTG common stock prior to the Initial Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Initial Business

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

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

GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

GAAP”) and pursuant to the

rules and regulations of the Securities and Exchange Commission (“SEC”).

Reclassifications

We revised the presentation of our statement of operations to reclassify cost of revenue as a component of operating costs and expenses, and resulted in our gross

profit no longer being presented within the consolidated statements of operations.

We revised the presentation of the statement of operations to reflect changes in the way we manage and evaluate our business due to our launch of content

streaming on Truth+.

Reclassifications of certain prior period amounts have been made to conform to the current period presentation.

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The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of

assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, the fair value of assets acquired and liabilities assumed in business acquisitions, the assessment of recoverability of our

goodwill and long-lived assets, and the reported amounts of revenues and expenses during the reporting period.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and

disclosure of contingent assets and liabilities at the date of the financial statements, the fair value of assets acquired and liabilities assumed in business acquisitions, the assessment of recoverability of our goodwill and long-lived

assets, and the reported amounts of revenues and expenses during the reporting period.

We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results

of which form the basis for making judgments about the carrying value of assets, liabilities, and equity that are not readily apparent from other sources.

Actual results could differ from those estimates.

Material estimates and assumptions reflected in the consolidated financial

statements relate to and include, but are not limited to, the valuation of convertible promissory notes, derivative liabilities, fair value of intangible assets acquired in business acquisitions, recoverability of goodwill and intangibles, fair

value of short-term investments, useful lives of intangibles and depreciable assets, earn-out shares and stock-based compensation.

Material estimates and assumptions

reflected in the consolidated financial statements relate to and include, but are not limited to, fair value of intangible assets acquired in business acquisitions, recoverability of goodwill and intangibles, fair value of short-term

investments and equity securities, digital assets, digital assets pledged, the fair value of our option liabilities, useful lives of intangibles and depreciable assets, and stock-based compensation.

Principles of Consolidation

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries and have been prepared in accordance with

All intercompany transactions have been eliminated.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The consolidated financial statements include the financial statements of the Company, its wholly owned subsidiaries, and a VIE in which we are deemed the primary beneficiary, have been

prepared in accordance with U.S.

All intercompany transactions and balances have been eliminated.

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) for amounts that could potentially be significant to the VIE, the obligation to absorb losses or the right to receive benefits from the VIE.

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

Yorkville America, through its

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

investments that strengthen the patriot economy.

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

Additionally,

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

Substantially all the business activity of Yorkville America

is conducted on behalf of TMTG.

Since 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.

We determined this represented a variable interest in Yorkville America and TMTG is the primary beneficiary.

We do not maintain any equity ownership in

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 material assets or liabilities upon initial consolidation.

We report a non-controlling interest representing the

economic interest held by other parties in Yorkville America.

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

As of December 31, 2025, we held a variable interest in four VIEs for which we are not the primary beneficiary.

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

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

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

Our maximum exposure to loss as a result of our involvement with the unconsolidated VIEs is limited only to our loss of future Sponsor Fees and uncollected fee receivables in this VIE, which was $ 0.0 as of December 31, 2025 and 2024.

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

The sponsored investment products of the unconsolidated VIEs had an immaterial amount of assets and liabilities as of December 31, 2025, and no assets and liabilities as of December 31, 2024.

Cash and cash equivalents

Cash and cash equivalents represents bank accounts and demand deposits held at financial institutions.

Cash and cash equivalents are held at major financial

institutions with an original maturity of 90 days or less and are subject to credit risk to the extent those balances exceed applicable Federal Deposit Insurance Corporation (FDIC) limitations.

No losses were incurred for those balances

exceeding the limitations.

Our policy for short-term investments is to establish a high-quality portfolio that preserves principal, meets liquidity needs, avoids inappropriate concentrations and delivers an appropriate yield in relationship to our investment

guidelines and market conditions.

We utilize repurchase agreements, which are used to purchase United States Treasury Bills from a third-party seller, which are accounted for as secured borrowings under which the seller pledges its securities

as collateral to secure a loan from us, which is equal in value to the estimated fair value of the pledged collateral.

The seller retains beneficial ownership of the pledged collateral.

At the maturity of the repurchase agreements, the seller

is required to repay the loan plus accrued interest and concurrently receives back its pledged collateral from us.

We may renew the agreements at the then prevailing financing rate for the same or other securities.

We may be required to

transfer additional cash in the event the fair value of the collateral pledged exceeds the loan balance.

Our repurchase agreements are based the September 1996 version of the Bond Market Association Master Repurchase Agreement, which

generally provides that the lender, as buyer, is responsible for obtaining collateral valuations from a generally recognized source agreed to by both the Company and the seller, or, in an instance when such source is not available, the value

determination is made by the lender.

Our repurchase agreements are expected to range from 1 to 3 days in duration and the purchase price will be equal to the repurchase price, reducing our exposure to significant market fluctuations and other variables that may

result in decline of the fair value of the securities purchased.

Cash and cash equivalents represent cash on hand, other highly liquid investments with a remaining maturity of 90 days or less at the date of acquisition, and receivables related to

third-party payment processor transactions normally received within 72 hours.

Restricted cash

Restricted cash consists of cash and cash equivalents held as collateral with the Collateral Agent to our Notes (Note 11), and as security on unexpired put options.

Short-term investments

Short-term investments consist primarily of repurchase agreements, which are used to purchase United States Treasury Bills from a third-party seller, that are accounted for as secured

borrowings under which the seller pledges its securities as collateral to secure a loan from us, which is equal in value to the estimated fair value of the pledged collateral.

The seller retains beneficial ownership of the pledged

At the maturity of the repurchase agreements, the seller is required to repay the loan plus accrued interest and concurrently receives back its pledged collateral from us.

We may renew the agreements at the prevailing financing

rate for the same or other securities.

We may be required to transfer additional cash in the event the fair value of the collateral pledged exceeds the loan balance.

Our repurchase agreements are based on the September 1996 version of the

Bond Market Association Master Repurchase Agreement, which generally provides that the lender, as buyer, is responsible for obtaining collateral valuations from a generally recognized source agreed to by both the Company and the seller, or,

in an instance when such source is not available, the value determination is made by the lender.

Our repurchase agreements are expected to range from 1 to 3 days and the purchase price will be equal to the repurchase price.

We intend to renew our repurchase agreements immediately upon the termination of the preceding repurchase agreement to increase our potential to generate interest income.

repurchase agreements are reported at the unpaid balance, net of any allowance for expected losses.

The repurchase agreements are reported at the unpaid balance, net of any allowance for expected losses.

No expected credit losses were recorded as of December 31, 2025.

Convertible note receivable

We issued $ 300,000.0 unsecured convertible promissory note receivable to TAE Technologies, Inc (“TAE”) in connection with the TAE Merger Agreement we entered into with TAE on December 18, 2025.

The TAE Convertible Note bears simple interest of 7.0 % per annum and matures on the earlier of December 18, 2027 or termination of the TAE Convertible Note for any other reason.

All accrued but unpaid interest and principal is due upon maturity.

Unpaid interest upon maturity shall increase the then outstanding principal amount of the TAE Convertible Note and following such increase in the principal amount of the TAE Convertible Note, the TAE Convertible Note will bear interest on such increased principal amount thereafter.

We funded $ 200,000.0 upon entering into the TAE Merger Agreement and upon the request of TAE during the period from the initial submission by us of the Form S-4 in connection with the TAE Merger Agreement, and the earlier of 60 days thereafter or termination of the TAE Merger Agreement will fund up to an additional $ 100,000.0 .

The TAE Convertible Note is convertible at our option upon a financing event by TAE prior to closing of the TAE Merger Agreement or at any time following a termination of the TAE Merger

Agreement while this note remains outstanding in an equity financing by TAE.

The TAE Convertible Note would convert into shares of TAE’s most senior equity security then outstanding at a conversion price equal to the cash price paid per

share in the financing event.

In the event of a termination of the TAE Merger Agreement, for other than material breach by TAE or failure of TAE’s shareholders to adopt the TAE Merger Agreement, the outstanding balance

shall automatically convert immediately prior to the maturity date into the then-most senior equity security outstanding at a conversion price equal to the original issuance price of such senior equity security.

Upon a termination of the TAE Merger Agreement as a result of a material breach by TAE or failure of TAE’s shareholders to adopt the TAE Merger Agreement, at our election, we may convert the

outstanding balance into either shares of TAE’s common stock or the then-most senior equity security outstanding at a conversion price equal to the original issuance price of such senior equity security.

In the event the TAE Convertible Note remains outstanding at the maturity date, we may elect to convert the outstanding balance and any unpaid accrued interest into the then-most senior equity

security then outstanding at a conversion price equal to the original issuance price of such senior security, extend the maturity date to a date set forth in such written notice, or receive cash.

As of December 31, 2025, we accrued $ 498.6 of interest income on the TAE Convertible Note.

Prepaid expenses and other current assets

Other current assets consist of receivables for proceeds from warrant exercises, deferred cost associated with the issuance of our common stock, retainers for

professional services, prepaid rent, insurance and prepaid data costs.

Other current assets consist of receivables for proceeds from warrant exercises, deferred cost associated with the issuance of our common stock, retainers for professional services, prepaid

rent, insurance and prepaid data costs.

Prepaid and deferred costs are amortized proportionally to their utilization in our operations.

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Property and equipment are recorded at cost less accumulated depreciation.

Depreciation is calculated on the straight-line basis over the estimated useful lives of

Useful lives for property and equipment are as follows:

Depreciation is calculated on the straight-line basis over the estimated useful lives of the assets.

evaluate the estimated useful lives to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation.

Property and equipment consist of the following:

Estimated Useful Lives

December 31, 2025

December 31, 2024

Property and equipment

Furniture and equipment

Computer equipment

Expenditures which substantially increase value or extend useful lives are capitalized.

Expenditures for maintenance and repairs are charged to operations as

Gains and losses are recorded on the disposition or retirement of property and equipment based on the net book value and any proceeds received.

Long-lived fixed assets held and used are reviewed for impairment when events or changes in business circumstances indicate that the carrying amount of the assets

may not be fully recoverable.

Circumstances such as the discontinuation of a line of service, a sudden or consistent decline in the sales forecast for a product, changes in technology or in the way an asset is being used, a history of operating

or cash flow losses or an adverse change in legal factors or in TMTG climate, among others, may trigger an impairment review.

If such indicators are present, TMTG performs undiscounted cash flow analyses to determine if impairment exists.

asset value would be deemed impaired if the undiscounted cash flows generated did not exceed the carrying value of the asset.

If impairment is determined to exist, any related impairment loss is calculated based on fair value.

There were no

triggering events identified that necessitated an impairment test over property and equipment.

Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

See Note 6 - Property and equipment for

further detail.

accumulated depreciation

Property and equipment, net

Total depreciation expense was $ 1,887.8 , $ 697.0 , and $ 60.4 for the years ended December 31, 2025, 2024, and 2023, respectively.

Software development cost

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

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 intended.

Costs capitalized for developing such

software applications were not material for the periods presented.

Additionally, we acquired capitalized software through a business acquisition (see Note 4, Business Acquisition).

Due to the pace of our

software development efforts and frequency of our software releases, our software development costs are expensed as incurred within research and development in the consolidated statements of operations.

Additionally, we acquired capitalized software through a business acquisition (see Note6, Goodwill and intangible assets).

Goodwill and other intangible assets

Goodwill and 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.

Goodwill and 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 in the fourth quarter.

If we determine the fair value of the reporting unit’s goodwill or other indefinite-lived

intangible assets is less than their carrying value because of an annual or interim assessment, an impairment loss is recognized and reflected in operating income or loss in the consolidated statements of operations during the period

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

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.

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.

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.

future impairment charges could adversely impact our results of operations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the year ended December 31, 2024, we recognized $ 2,236.9

of amortization expense on our intangible assets.

Any future impairment charges could

adversely impact our results of operations.

Revenue recognition

We record revenue in accordance with ASC 606.

We determine the amount of revenue to be recognized through application of the following steps- Identification of the

contract, or contracts with a customer;

- Identification of the performance obligations in the contract;

Revenue is recognized when control of the promised goods or service (product) is transferred to our customers, in an amount reflecting the consideration we expect to be entitled to in exchange

for such product.

We typically receive payment at the time of sale for subscriptions, the purpose of which is to provide our customers with a simplified and predicable way of purchasing our subscriptions.

have elected to apply the practical expedient such that we do not evaluate payment terms of one year or less for the existence of a significant financing component.

Payments received in advance of our performance are initially recorded as

unearned revenue and then recognized as revenue on a straight-line basis over the term of the contract.

Revenue is recognized net of allowances for refunds and applicable transaction-based taxes collected from customers.

We determine the amount of revenue to be recognized through application of the following steps- Identification of the contract, or contracts with a customer;

- Identification of the

performance obligations in the contract;

- Determination of the transaction price;

- Allocation of the transaction price to the performance obligations in the contract;

Recognition of revenue when or as we satisfy the performance obligations.

We entered into advertising contractual arrangements with advertising manager service companies.

The advertising manager service companies provide advertising

services through their Ad Manager Service Platform on our Truth Social website to customers.

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

The advertising manager service companies have sole discretion over the

terms of the auction and all payments and actions associated therewith.

Prices for the Ad Units are set by an auction operated and managed by these 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 recognizes 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.

and - Recognition of revenue when or as we satisfy the performance

Our products generally do not include a refund period.

Refunds are estimated at contract inception using the expected value method based on historical refund experience and updated each

reporting period as additional information becomes available and only to the extent it is probable a significant reversal of any incremental revenue will not occur.

Refunds result in a reduced amount of revenue recognized over the contract

We enter into advertising contractual agreements directly with certain advertisers.

These advertising revenues are recognized in the period when the advertising service is provided.

We also enter into advertising contractual arrangements with advertising manager service companies who provide advertising services through their Ad Manager Service Platform on our Truth

Social website to customers.

We determine the number of Ad Units and advertising manager service companies have sole discretion over the terms of the auction and all payments.

Prices for the Ad Units are primarily set by an auction operated

and managed by these companies.

We have the right to block specific advertisers.

We are an agent in the advertising manager service company arrangements and recognize revenue for our share of advertising revenue.

The advertising revenues

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

Subscriptions

Subscription revenue consists of sales of our Patriot Package streaming service on Truth+ and is recognized ratably over the period of the subscription, primarily monthly.

Unearned revenue

Unearned revenue primarily consists of billings or payments received from customers in advance of revenue recognized for the services provided to our customers

or annual licenses and is recognized as services are performed or ratably over the life of the license.

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

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

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

Unearned revenue of $ 1,010.7 was recognized as revenue for the year ended December 31, 2025, which was included in the unearned revenue balance as of December 31, 2024.

As December 31, 2024, unearned revenue is expected to be recognized during the succeeding 12 -month period and is therefore

presented as a current liability on the consolidated balance sheets.

Cost of revenue

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

content, and streaming delivery cost of our content delivery network, excluding depreciation and amortization expense.

Unearned revenue as of December 31, 2025, was generated from paid subscriptions to Truth+ with an original duration of one year or less and is expected to be recognized during the succeeding 12 -month period.

Cost of revenue (excluding depreciation and amortization)

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

cost of our content delivery network, excluding depreciation and amortization.

Research and development

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

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

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

Research and development expenses consist primarily of personnel-related costs, for our engineers and other employees engaged in the research and development of our products and services.

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

Sales and marketing

Sales and marketing expenses consist primarily 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, and customer service functions.

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

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

We expense sales and marketing cost in the period in which they are incurred.

Sales and marketing expenses were $ 6,383.7 , $ 1,279.6 and $ 625.9 for the years

ended December 31, 2024, 2023 and 2022, respectively.

Sales and marketing expenses consist primarily of personnel-related costs, sales support, business development and media, marketing, and customer service functions.

In addition, sales and

marketing-related expenses also include advertising costs, market research, trade shows, branding, marketing, public relations costs, allocated facilities costs, and other supporting overhead costs.

We expense sales and marketing cost in

the period in which they are incurred.

Sales and marketing expenses were $ 2,500.0 , $ 6,383.7 and $ 1,279.6 for the years ended December 31, 2025, 2024 and 2023, respectively.

General and administration expenses

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

finance, legal, information technology, corporate communications, human resources, and other administration employees.

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

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

General and administration expenses consist of personnel-related costs, for our executive, finance, legal, information technology, corporate communications, human resources, and other

administration employees.

In addition, general and administration expenses include fees and costs for professional services (including third-party consulting, legal, and accounting services), facilities costs, and other supporting overhead

costs that are not allocated to other departments.

Stock-based compensation

We have granted restricted stock units (RSUs) vesting solely upon the continued service of the recipient.

We recognize the accounting grant date fair value of

the stock-based awards as compensation expense over the required service period of each award.

We recognize the accounting grant date fair value of the stock-based awards as

compensation expense in the same category as the personnel cost of the recipient over the required service period of each award.

Stock-based awards are accounted for using the fair value method.

RSU’s are measure based on the fair market value of the underlying common stock on their

respective accounting grant dates.

We use the straight-line amortization method to recognize stock-based compensation expense over the service period of the award.

We record forfeitures when they occur, based on our lack of historical data

available to estimate an appropriate forfeiture rate.

Changes in our forfeiture rate can have a significant impact on our stock-based compensation expense since the cumulative effect of adjusting the forfeiture rate is recognized in the

period in which the estimate is changed.

Upon vesting or forfeiture of RSUs, we eliminate deferred tax assets for RSUs with multiple vesting dates for each vesting period on a first-in, first-out basis as if each vesting period were a

separate award.

For the RSUs granted, the number of shares of common stock issued on the date the RSUs vest is net of the minimum statutory withholding requirements that we pay

in cash to the appropriate taxing authorities on behalf of our employees.

The obligation to pay the relevant taxing authority is contingent upon continued employment.

In addition, the amount of the obligation is unknown, as it is based in

part on the market price of our common stock when the awards vest.

We accounted for the Executive & Consultant Promissory Notes as a liability award under ASC 718 as the Executive & Consultant Promissory Notes could be

converted into a variable number of shares upon a Change of Control event and the executives had the sole discretion to extend the Maturity Date which could result in us being required to settle the Executive & Consultant Promissory Notes

We remeasured the fair value of the Executive & Consultant Promissory Notes at their settlement date and recorded stock-based compensation expense for these awards.

We issued shares of our common stock pursuant to our acquisition of WCT for achieving operational milestones related to the opening of future data centers, which were compensatory in nature.

estimated allocation of shares as compensation was based upon the estimated fair value of services to be provided divided by the closing price of our common stock on the date of acquisition.

Compensation expense related to these shares was

recorded at the fair value of the common stock when the milestones were achieved during October 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

RSU’s are measured based on the fair market value of the underlying common stock on their respective accounting grant dates.

We use the straight-line amortization method to recognize stock-based compensation expense over the service period for awards with only a service condition.

We record forfeitures when they occur.

Upon vesting or forfeiture of RSUs, we

eliminate deferred tax assets for RSUs with multiple vesting dates for each vesting period on a first-in, first-out basis as if each vesting period were a separate award.

The number of shares of common stock issued on the date the RSUs vest is net of the minimum statutory withholding requirements that we pay in cash to the appropriate taxing authorities on

behalf of our employees.

We accounted for the executive & consultant promissory notes as a liability award under ASC 718 as the executive & consultant promissory notes could be converted into a variable number

of shares upon a change of control event and the executives had the sole discretion to extend the maturity date.

We remeasured the fair value of the executive & consultant promissory notes at their settlement date and recorded

stock-based compensation expense for these awards.

We issued shares of our common stock pursuant to our acquisition of WCT for achieving operational milestones related to the opening of future data centers.

The compensation and number of

shares issued was based on the estimated fair value of services to be provided divided by the closing price of our common stock on the date of acquisition and recorded when the milestones were achieved during October 2024.

Income taxes are accounted for under the asset and liability method.

Deferred tax assets and liabilities are recognized for the future tax consequences

attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities

are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is

recognized in income in the period that includes the enactment date.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the

consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates

expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period

that includes the enactment date.

We recognize the effect of income tax positions only if those positions are more likely than not of being sustained.

Income tax amounts are therefore recognized

for all situations where the likelihood of realization is greater than 50%.

Income tax amounts are therefore recognized for all situations where the

likelihood of realization is greater than 50%.

Changes in recognition or measurement are reflected in income tax expense in the period in which the change in judgment occurs.

Accrued interest expense and penalties

related to uncertain tax positions are recorded in Income Tax Expense/(Benefit).

Accrued interest expense and penalties related to uncertain tax

positions are recorded in Income Tax Expense/(Benefit).

See Note 9 - Income Taxes.

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We determine whether a contract contains a lease at contract inception.

We have lease agreements with

lease and non-lease components and have elected to account for such components as a single lease component.

We have lease agreements with lease and non-lease components

and have elected to account for such components as a single lease component.

We initially recognize and measure contracts containing a lease and determine lease classification at commencement.

Right-of-use (ROU) assets and operating lease

liabilities are measured based on the estimated present value of lease payment over the lease term.

In determining the present value of lease payments, we use our estimated incremental borrowing rate when the rate implicit in the lease cannot

be readily determined.

The estimated incremental borrowing rate is based upon information available at lease commencement.

The lease term includes periods covered by options to extend when it is reasonably certain that options as well as

periods subsequent to an option to terminate the lease if it is reasonably certain we will not exercise the termination option.

Right-of-use (ROU) assets and operating lease liabilities are measured based

on the estimated present value of lease payment over the lease term.

In determining the present value of lease payments, we use our estimated incremental borrowing rate when the rate implicit in the lease cannot be readily determined.

estimated incremental borrowing rate is based upon information available at lease commencement.

The lease term includes periods covered by options to extend when it is reasonably certain that options as well as periods subsequent to an

option to terminate the lease if it is reasonably certain we will not exercise the termination option.

Operating lease costs are recognized on a straight-line basis over the lease term.

Variable lease costs, such as

management fees, insurance, and common area maintenance, are not included in the measurement of ROU assets and lease liabilities and are expensed as incurred.

On our balance sheets, assets and liabilities associated with operating leases

are included within right-of-use assets, net, current portion of operating lease liabilities and long-term operating lease liabilities.

We evaluate our financial instruments to determine if such instruments are derivatives or contain features that

qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair

value reported in the statements of operations.

Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required

within 12 months of the balance sheet date.

We accounted for the warrants and earnout in accordance with the guidance contained in ASC 815-40.

We have determined that the warrants qualify for equity treatment in our consolidated financial

Variable lease costs, such as management fees, insurance, and common area maintenance, are not included in

the measurement of ROU assets and lease liabilities and are expensed as incurred.

We elected the practical expedient to not separate lease and non-lease components for our leases.

On our balance sheets, assets and liabilities associated

with operating leases are included within right-of-use assets, net, current portion of operating lease liabilities and long-term operating lease liabilities.

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

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

We had equity securities of $ 722,069.1 and $ 0.0 as of December 31, 2025 and 2024, respectively, that are carried on our balance sheet at fair value.

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

As of December 31, 2025, $ 348,880.0 and $ 566,700.1 of our equity securities served as collateral to convertible notes (Note 12) and served as collateral on our unexpired call options, respectively.

The unexpired call options expire in February 2026, have a fair value of $ 13,916.4 as of December 31, 2025, and are recorded within accounts payable and accrued liabilities on our consolidated balance sheet.

In January 2026, we rolled the call options on our equity securities which increased the strike price and extended the expiration to May 2026 .

We did not have any investments classified as available-for-sale as of December 31, 2025.

We manage our exposure to bitcoin price fluctuation through derivative instruments on bitcoin and bitcoin related securities, as part of our digital asset treasury strategy.

In order to manage

this risk, we sell covered put and covered call options, purchase call and put options, use a synthetic long strategy that uses a combination of a purchased call option and a sold put option which provides us exposure to increases in

bitcoin prices while limiting downside risk should the price decrease, or use a collar strategy that uses a combination of a purchased put option and a sold call option which provides us protection from downside risk.

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

The put options are

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

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

The difference between the

premium received and the amount paid while affecting a closing purchase transaction, including brokerage commissions, is also treated as a realized investment gain or loss.

This premium acts as income, increasing our investment yield.

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

If a put option is exercised, we buy the security at the strike price using the cash collateral, and the premium received reduces the

effective cost basis, allowing us to acquire the securities at a discount compared to direct market purchases.

If a written call option is exercised, we sell the security at the strike price using our existing holdings of the security, and

the premium received reduces any loss or increases any gain we may incur.

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

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

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

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

As of December 31, 2025, we had $ 951.6 of restricted cash covering our unexpired put options, and $ 566,700.1 of equity securities and $ 350,600.8 of digital assets restricted to cover unexpired call options.

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

Premiums and amounts received or paid

upon settlement of derivative instruments are recorded in realized investment income or losses.

Cash flows from derivative financial instruments and the related gains and losses are classified as cash flows from operating activities on the

consolidated statements of cash flows.

The changes in the fair values of these option contracts are immediately recognized as investment income or loss in our consolidated statements of operations.

Digital Assets

We account for our digital assets, which are comprised of bitcoin and Cronos, as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill

We have ownership of and control over our digital assets and use third-party custodial services at multiple locations that are geographically dispersed to store our bitcoin.

Our digital assets are initially recorded at

weighted-average cost, including capitalized transaction costs or fees, and subsequently, remeasured at fair value based on the exchange quoted price throughout the reporting period, with changes in fair value recognized on the consolidated

statement of operations.

Digital Assets Pledged

Digital assets pledged represents digital assets which we have pledged as collateral for derivative hedges with a cryptocurrency market maker (“counterparty”).

The counterparty has the right

to sell, transfer or rehypothecate the pledged digital assets posted as collateral for the duration of the hedge contract.

Digital assets pledged is accounted for as a receivable which is carried at fair value.

Realized and unrealized gains

and losses are reflected in Realized and unrealized loss, net, on digital assets and digital assets pledged on the consolidated statements of operations.

We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives

and Hedging”.

Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

Derivative assets and liabilities are

classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

We accounted for the warrants and earnout

in accordance with the guidance contained in ASC 815-40.

We have determined that the warrants qualify for equity treatment in our consolidated financial statements.

Business combinations

We include the results of operations of acquired businesses as of the respective acquisition dates.

Purchase price is allocated to the tangible and

intangible assets acquired and liabilities assumed based on their estimated fair values, with the excess recorded as goodwill.

If applicable, we estimate the fair value of contingent consideration payments in determining the purchase

Measurement period adjustments to provisional purchase price allocations are recognized in the period in which they are determined, with the effect on earnings of changes in depreciation, amortization or other income resulting from

such changes calculated as if the accounting had been completed at the acquisition date.

Purchase price is allocated to the tangible and intangible assets acquired and liabilities

assumed based on their estimated fair values, with the excess recorded as goodwill.

If applicable, we estimate the fair value of contingent consideration payments in determining the purchase price.

Measurement period adjustments to

provisional purchase price allocations are recognized in the period in which they are determined, with the effect on earnings of changes in depreciation, amortization or other income resulting from such changes calculated as if the

accounting had been completed at the acquisition date.

Contingent consideration is adjusted to fair value in subsequent periods as an increase or decrease in general and administration expenses.

Acquisition-related costs are expensed as incurred.

Acquisition-related costs are expensed as

Commitments and contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a

liability has been incurred and the amount can be reasonably estimated.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.

We have no liabilities recorded for loss contingencies.

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Our financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents and short-term investments.

Although we deposit

cash and cash equivalents with multiple banks, these deposits may exceed the amount of insurance provided on such deposits.

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

One customer accounted for 94.0 %, 88.5 % and 77.0 % of our total

revenue for the years ended December 31, 2024, 2023 and 2022, respectively.

In order to reduce the risk of downtime of the products we provide, we have established data centers in various

geographic regions.

We have internal procedures to restore products in the event of a service disruption or disaster at any of our data center facilities.

We serve our customers and users from data center facilities operated either by us or

third parties.

Even with these procedures for disaster recovery in place, the availability of our products could be significantly interrupted during the implementation of restoration procedures.

Although we deposit cash and cash equivalents with

multiple banks, these deposits may exceed the amount of Federal Deposit Insurance Corporation limits provided on such deposits.

Digital assets, digital assets pledged, and equity securities represent a significant holding, constituted approximately 68.5 % of our total assets as of December 31, 2025.

One advertising platform accounted for 79.6 %, 94.0 % and 88.5 % of our total revenue for the years ended December 31, 2025, 2024 and 2023, respectively.

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

We have internal procedures to restore products in the event

of a service disruption or disaster at any of our data center facilities.

We serve our customers and users from data center facilities operated either by us or third parties.

Even with these procedures for disaster recovery in place, the

availability of our products could be significantly interrupted during the implementation of restoration procedures.

Recently adopted accounting standards

In December 2023, the FASB issued Accounting Standards Update, or ASU, 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”).

ASU 2023-08 requires digital assets to be measured at fair value as of the end of each reporting period in the balance sheet, with gains and losses from changes in fair value

of the digital assets recognized in net income for each reporting period.

We determine the fair value of bitcoin and Cronos in accordance with ASC 820, Fair Value Measurement , based on quoted

(unadjusted) prices on its principal market.

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

We adopted this standard on January 1, 2025.

The adoption of this standard

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

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

Improvements to Income Tax Disclosures.

ASU 2023-09 requires additional

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

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

beginning after December 15, 2024.

We adopted this standard on January 1, 2025 on a prospective basis.

The adoption of ASU 2023-09 affected only our disclosures in the financial statements.

Recently issued accounting standards

In December 2023, the FASB issued Accounting Standards Update, or ASU, 2023-09 “Income Taxes (Topic 740):

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

ASU 2023-09 requires additional disaggregated disclosures on an entity’s effective tax rate reconciliation and additional details on income taxes paid.

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

application, for annual periods beginning after December 15, 2024 and early adoption is permitted.

We do not expect the adoption of ASU 2023-09 to have a material impact on our consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In November 2024, the FASB issued ASU 2024-03, Income Statement (Subtopic 220-40):

Disaggregation of Income Statement Expenses ASU 2024-03 is effective

prospectively to financial statements issued for reporting period after the effective date or retrospectively to any or all prior periods presented in the financial statements, for annual periods beginning after December 15, 2026 and interim

reporting periods beginning after December 15, 2027.

Disaggregation of Income Statement Expenses.

ASU 2024-03 is

effective prospectively to financial statements issued for reporting period after the effective date or retrospectively to any or all prior periods presented in the financial statements, for annual periods beginning after December 15, 2026

and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

Adoption of this guidance will result in additional disclosures, but we do not expect the adoption of ASU 2024-03 will impact our consolidated financial position,

results of operations or cash flows.

Adoption of this guidance will result in additional disclosures within our consolidated results of operations.

In November 2024, the FASB issued ASU 2024-04, Debt (Subtopic 470-20):

Debt with Conversion and Other Options.

ASU 2024-04 clarifies the assessment of whether a

transaction should be accounted for as an induced conversion or extinguishment of convertible debt when changes are made to conversion features as part of an offer to settle the instrument.

ASU 2024-04 is effective for reporting periods

beginning after December 15, 2025, and interim periods within those annual reporting periods.

ASU 2024-04 clarifies the assessment

of whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt when changes are made to conversion features as part of an offer to settle the instrument.

ASU 2024-04 is effective for

reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods.

Early adoption is permitted for entities that have adopted ASU 2020-06.

We do not expect the adoption of ASU 2024-04 to have a material impact on our

consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own

Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”.

ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock.

For convertible

instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion

features no longer are separated from the host contract.

ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s

Own Equity, and clarify the scope and certain requirements under Subtopic 815-40.

In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contracts in an entity’s

ASU 2020-06 is effective for public smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

The Board specified that an entity should adopt the guidance as

of the beginning of its annual fiscal year.

We have adopted ASU 2020-06 effective as of January 1, 2024.

The adoption of ASU 2020-06 did not have a material effect on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” or ASU 2023-07.

ASU 2023-07 enhances

the disclosures required for reportable segments on an annual and interim basis.

ASU 2023-07 is effective on a retrospective basis for annual periods beginning after December 15, 2023, for interim periods within fiscal years beginning after

December 15, 2024.

We adopted ASU 2023-07 for the fiscal year-ended December 31, 2024.

The additional disclosure requirements of ASU 2023-07 did not have a material impact on our consolidated financial statements.

We do not expect the adoption of ASU 2024-04 to have a

material impact on our consolidated financial statements.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity.

ASU 2025-03 revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which

the legal acquiree is a variable interest entity that meets the definition of a business.

The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in

other acquisition transactions.

The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

We plan to adopt ASU 2025-03 for our fiscal year

beginning January 1, 2026.

We do not expect this ASU to have a material impact on our consolidated financial statements and disclosures.

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

Measurements of Credit Losses for Accounts Receivable and

Contract Assets .

The amendments in this update provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for

under ASC 606.

Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient.

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

collections are evaluated.

ASU 2025-05 is effective for us beginning in the fiscal year ending December 31, 2026.

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

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

Targeted Improvements to the

Accounting for Internal-Use Software.

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

This ASU is effective for annual and interim periods

beginning after December 15, 2027.

Early adoption is permitted.

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

We are currently evaluating the impact of ASU

2025-06 on our consolidated financial statements and related disclosures.

NOTE 3 - RECAPITALIZATION

As discussed in Note 1, following the Closing of the

Business Combination, TMTG was deemed the accounting acquirer and the transaction was accounted for as a reverse recapitalization.

As discussed in Note 1, following the Closing of the Initial Business Combination, TMTG was deemed the accounting acquirer and the transaction was accounted for as a reverse recapitalization.

Transaction Proceeds

Upon the Closing, we received gross

proceeds of $ 233,017.5 .

The following table reconciles the

elements of the Business Combination to the Consolidated statements of cash flows and the Consolidated statements of changes in stockholders’ equity (deficit) for the year ended December 31, 2024:

Upon the Closing, we received gross proceeds of $ 233,017.5 .

The following table reconciles the elements of the Initial Business Combination to the Consolidated statements of cash flows and the Consolidated statements of changes in stockholders’ equity (deficit) for the year ended December 31, 2024:

Cash-trust and cash, net of redemptions

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Reverse recapitalization, net

In connection with the Merger, TMTG

incurred $ 1,640.2 in one-time direct and incremental transaction costs, consisting of legal and other professional fees, recorded in

general and administration expenses.

TMTG also issued $ 6,130.0 of bonus payments to our employees and a director of Private TMTG that

were triggered by the Merger.

In connection with the Merger, TMTG incurred $ 1,640.2 in one-time direct and incremental transaction costs, consisting of legal and other professional fees, recorded in general and administration expenses.

TMTG also issued $ 6,130.0 of bonus payments to our employees and a director of Private TMTG that were triggered by the Merger.

We recorded $ 5,530.0 and $ 600.0 in general and administration expense and sales and marketing expense, respectively, for the year ended December 31, 2024.

TMTG deems these to be non-recurring expenses that are not direct and incremental

to the Merger.

The number of shares of common stock issued immediately

following the consummation of the Business Combination were:

Digital World common stock, outstanding prior to the Business Combination

Shares issued to Digital World convertible noteholders, converted immediately prior to Business Combination

TMTG deems these to be non-recurring expenses that are not direct and incremental to the Merger.

The number of shares of common stock issued immediately following the consummation of the Initial Business Combination were:

Digital World common stock, outstanding prior to the Initial Business Combination

Shares issued to Digital World convertible noteholders, converted immediately prior to Initial Business Combination

Predecessor TMTG Shares

Shares issued to former TMTG convertible noteholders (1)

Common stock immediately after the Business Combination (2)

Includes 614,640 shares outstanding and held in escrow.

Common stock immediately after the Initial Business Combination (2)

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

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

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Predecessor TMTG

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Public and private placement warrants

In connection with Digital World’s initial public offering

in 2021, 14,374,976 public warrants were issued (the “Public Warrants”) and 566,742 warrants were issued in a private placement (the “Private Placement Warrants”;

and the Private Placement Warrants together with the Public Warrants, collectively the

“Warrants”) all of which warrants remained outstanding and became warrants for the Common Stock in the Company.

Additionally, pursuant to warrant subscription agreements

(each a “Warrant Subscription Agreement”) entered into by and between Digital World and certain institutional investors on February 7, 2024, Digital World agreed to issue an aggregate of 3,424,510 warrants (“Convertible Note Post IPO Warrants and “Post-IPO Warrants”), each warrant entitling the holder thereof to purchase one share of the Company’s Class A common stock for $ 11.50

The Convertible Note Post IPO Warrants and Post-IPO Warrants were issued concurrently with the closing of the Business Combination, and have substantially the same terms as the public warrants issued by Digital World in connection with

its initial public offering, except that such Post-IPO Warrants may only be transferred to the applicable holder’s affiliates.

In connection with Digital World’s initial public offering in 2021, 14,374,976 public warrants were issued (the “Public Warrants”) and 566,742 warrants were issued in a private placement (the “Private Placement Warrants”;

and the Private Placement Warrants together with the Public Warrants, collectively the “Warrants”) all of which warrants remained outstanding and became warrants for the Common Stock in the Company.

Additionally, pursuant to warrant subscription agreements (each a “Warrant Subscription Agreement”) entered into by and between Digital World and certain institutional investors on February 7, 2024, Digital World agreed to issue an aggregate of 3,424,510 warrants (“Convertible Note Post IPO Warrants and “Post-IPO Warrants”), each warrant entitling the holder thereof to purchase one share of the Company’s Class A common stock for $ 11.50 per share.

The Convertible Note Post IPO Warrants and Post-IPO Warrants were issued concurrently with the closing of the Initial Business Combination, and have substantially the same terms as the public warrants issued by Digital World in connection with its initial public offering, except that such Post-IPO Warrants may only be transferred to the applicable holder’s affiliates.

TMTG Earnout Shares

As noted in Note 1, in connection with the Merger, TMTG

shareholders were entitled to up to 40,000,000 shares if certain post-merger per share market prices were achieved.

We utilized a Monte Carlo simulation analysis to determine

the fair value of the Earnout Shares at the date of the merger, which included the following assumptions:

The Monte Carlo simulation conclusion for each tranche of

the Earnout Shares was the result of the average of 1,000,000 trial outcomes.

As noted in Note 1, in connection with the Merger, TMTG shareholders were entitled to up to 40,000,000 shares if certain post-merger per share market prices were achieved.

We utilized a Monte Carlo simulation analysis to determine the fair value of the Earnout Shares at the date of the merger, which included the following assumptions:

The Monte Carlo simulation conclusion for each tranche of the Earnout Shares was the result of the average of 1,000,000 trial outcomes.

Within each trial of the simulation:

The stock price was simulated for the defined term ( 1.5 years, 2 years, and 3 years) after

the Merger date.

The stock price was simulated for the defined term ( 1.5 years, 2 years, and 3 years) after the Merger date.

The vest date was determined as the date the stock price achieved the different stock price thresholds, which were $ 12.50 , $ 15.00 , and $ 17.50 .

The payoff was calculated as the number of shares issued per tranche ( 15 million, 15 million, and 10 million)

multiplied by the simulated stock price at the vest date, which varied with each simulation.

The payoff was discounted to the present value using the interpolated risk-free rate ranging from 4.31 %

Volatility was calculated as the annualized standard

deviation of daily returns from a set of Guideline Public Companies (GPC) over the expected term for each tranche.

The 75th percentile of GPC volatilities was selected given our early stage life cycle relative to the GPC set.

The accounting for

the Earnout Shares was first evaluated under ASC 718 to determine if the arrangement represents a share-based payment arrangement.

Because there were no service conditions nor any requirement of the participants to provide goods or services, we

determined that the Earnout Shares were not within the scope of ASC 718.

Next, we determined that the Earnout Shares represent a

freestanding equity-linked financial instrument to be evaluated under ASC 480 and ASC 815-40.

Based upon the analysis, we concluded that the Earnout Shares should not be classified as a liability under ASC 480.

We next considered the equity classification conditions in

ASC 815-40-25 and concluded that all of the conditions were met.

Therefore, the Earnout Share arrangement was appropriately classified in equity.

As the merger has been accounted for as a reverse

recapitalization, the fair value of the Earnout Shares arrangement has been accounted for as an equity transaction as of the closing date of the merger.

On April 26, 2024, the Earnout Shares had been earned and

such shares were issued.

NOTE 4 – BUSINESS ACQUISITION

Acquisition of World Connect Technologies, LLC

On August 9, 2024, we completed the acquisition of substantially all of the assets and liabilities of WorldConnect Technologies, LLC (“WCT”), which included the source

code, an option agreement dated February 5, 2024, by and between WCT, Perception Group, Inc., Perception TVCDN Ltd., and FORA FOrum RAčunalništva, d.o.o., as amended and restated (each of the parties thereto other

than WCT, collectively, “Perception”), as well as agreements related to the source code purchase and support and maintenance.

We incurred $ 942.6

in non-recurring transaction costs in connection with the acquisition, which were recognized within general and administration expense.

We believe the acquisition will allow us to provide ultra-fast streaming technology powered through our

custom-designed, multi-site CDN using our own servers, routers, and software stack, created with the goal of rendering the service uncancellable by Big Tech.

We funded the acquisition in exchange for an estimated aggregate consideration of up to $ 132,171.0 , consisting of:

2,600,000 newly-issued shares of our common stock, equal in value to $ 68,146.0 at our common stock’s closing price on August 9, 2024.

Contingent consideration upon achieving operational milestones related to the opening of future data centers, as set forth in the Asset Acquisition Agreement, 2,442,770 newly-issued shares of our common stock, equal in value to $ 64,025.0 at our common stock’s closing price on August 9, 2024.

Each milestone is accounted for as a separate unit of account and the common stock to be issued meets the

criteria for equity classification pursuant to ASC 815.

As of December 31, 2024, all milestones have been achieved and shares of our common stock underlying the contingent consideration have been issued.

Assumption of a $ 17,500.0 liability payable over three years to Perception for the exercise of the Source Code Purchase Agreement, with an estimated net present value on the acquisition

date of $ 16,313.2 .

of the assumed liability was paid upon closing.

57,230 newly-issued shares of our common stock were

issued to WCT pursuant to achieving operational milestones related to the opening of future data centers, which were compensatory in nature due to project management services WCT provided relating to opening our data centers outside the scope of

our written agreement with them.

The allocation of shares as compensation was based upon the estimated fair value of services to be provided divided by the closing price of our common stock on August 9, 2024.

Compensation expense related to these

shares was recorded at the fair value of the common stock when the milestones were achieved during October 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes the fair values of the WCT assets acquired and liabilities assumed:

Fair value of assets acquired:

Source code and technology

Exclusivity rights

Amount attributable to assets acquired

Fair value of liability assumed:

Amount attributable to liability assumed

Total purchase price

The goodwill consists largely of the expected cash flows and future growth anticipated for the Company from acquiring the assets.

The goodwill is deductible for tax

We valued the source code and technology by applying the multi-period excess earnings method, which is a form of the income approach.

The principle behind this

valuation method is that the value of an intangible asset is equal to the present value of the incremental after-tax cash flows attributable only to the subject intangible asset after deducting contributory asset charges.

Projected cash flows were

discounted using a rate of return reflecting the relative risk of achieving the cash flows as well as the time value of money.

Our valuation of exclusivity rights used the with or without method, which estimates fair value by calculating the

difference between two discounted cash flow models;

one that represents the status quo for the business enterprise with the asset in place, and another without it.

The projected cash flows were then discounted using a rate of return reflecting the

risk and uncertainty of their achievement relative to the overall business.

The acquired finite-lived intangible assets have a total weighted-average amortization period of 5.00 years.

Pro forma financial information is not presented because the acquisition was not material to our financial statements pursuant to Rule 3-05 of Regulation S-X.

As of December 31, 2024, $ 9,616.7 of the assumed debt

remained outstanding and for the year ended December 31, 2024, $ 303.5 of interest expense was accreted.

The payoff was calculated as the number of shares issued per tranche ( 15 million, 15 million, and 10 million) multiplied by the simulated stock price at the vest date, which varied with each simulation.

The payoff was discounted to the present value using the interpolated risk-free rate ranging from 4.31 % to 4.70 %.

Volatility was calculated as the annualized standard deviation of daily returns from a set of Guideline Public Companies (GPC) over the expected term for each tranche.

The 75th percentile of

GPC volatilities was selected given our early stage life cycle relative to the GPC set.

The accounting for the Earnout Shares was first evaluated under ASC 718 to determine if the arrangement represents a share-based payment arrangement.

Because there were no service conditions nor any requirement of the participants to provide goods or services, we determined that the Earnout Shares were not within the scope of ASC 718.

Next, we determined that the Earnout Shares represent a freestanding equity-linked financial instrument to be evaluated under ASC 480 and ASC 815-40.

Based upon the analysis, we concluded that

the Earnout Shares should not be classified as a liability under ASC 480.

We next considered the equity classification conditions in ASC 815-40-25 and concluded that all of the conditions were met.

Therefore, the Earnout Share arrangement was appropriately

classified in equity.

As the merger has been accounted for as a reverse recapitalization, the fair value of the Earnout Shares arrangement has been accounted for as an equity transaction as of the closing date of

On April 26, 2024, the Earnout Shares had been earned and such shares were issued.

NOTE 4 - FAIR VALUE MEASUREMENT

Fair value is defined as an exit price, representing the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants.

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

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 categorization of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The valuation techniques used by us when measuring fair value maximize the use of observable inputs and minimize the use of unobservable inputs.

As of December 31, 2025

Money market funds (1)

Repurchase agreements

Exchange traded funds (2)

Purchased option assets (2)

Convertible note receivable

Digital assets

Digital assets pledged

Total assets measured at fair value

Options premium liabilities (3)

Convertible notes

Total liabilities measured at fair value

As of December 31, 2024

Money market funds (1)

Repurchase agreements

Total assets measured at fair value

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

(2) Reflected in equity securities in the consolidated balance sheets.

(3) Reflected in accounts payable and accrued expenses in the consolidated balance sheets.

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

quoted market prices to determine their fair value.

Exchange traded funds are valued based on the last trade price on the primary exchange on which they are traded, and options are valued based on the mean of the last bid and ask price.

Digital assets are valued using the quoted (unadjusted) closing price of bitcoin and Cronos in U.S.

dollars on the active exchange that we have determined is its principal market at 4:00 PM Eastern on December 31, 2025.

We have not realized

any material losses related to these securities.

We also estimate the fair value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, and accrued compensation and employee benefits.

Company considers the carrying value of these instruments in the Consolidated Financial Statements to approximate fair value due to their short maturities.

NOTE 5 – DIGITAL ASSETS

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

As of December 31, 2025

As of December 31, 2024

756,079,523.00

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

Balance at December 31, 2024

Purchases of digital assets

Exchange of digital assets

Derecognition of digital assets

Loss from derecognition

Unrealized loss on digital assets (1)

Balance at December 31, 2025

(1) Excludes unrealized gain on digital assets pledged of $ 472.4 for the year ended December 31, 2025.

As of December 31, 2025, we had 4,260.73 bitcoin with a fair value of $ 373,453.7 serving as collateral to convertible notes (Note 11).

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

We entered into collar hedges on 4,000.00 bitcoin with a counterparty during the year ended December 31, 2025, to hedge our exposure to bitcoin’s volatility.

To obtain the most favorable economics of these hedges, the counterparty required us to post 2,000.00 bitcoin as collateral that the counterparty can rehypothecate at their sole discretion, resulting in our derecognition of these digital assets.

As of December 31, 2025, the fair value of the bitcoin restricted by hedges was $ 350,600.8 , and the written call options from the collar hedges would have originally expired in March 2026.

In January 2026, we rolled the call options with the counterparty which increased the strike price and extended the expiration to June 2026 .

The fair value of the liability on the call option on bitcoin hedged was $ 7,517.4 as of December 31, 2025, and is recorded with in accounts payable and accrued liabilities on our consolidated balance sheet.

The digital assets pledged had a fair value of $ 175,300.4 and were held in a wallet we hold legal title to as of December 31, 2025.

We did not record an expected credit loss related to the digital assets pledged.

We are also restricted from selling 684,427,004.00 Cronos with a fair value of $ 61,554.6 pursuant to a Purchase Agreement.

Beginning February 26, 2026, we may sell up to 10 % of our Cronos over the following six-months.

With subsequent sales windows of the ensuing three-years allowing for the sale of between 15 % and 25 % of our restricted Cronos holdings each window.

On February 26, 2029, all sales restrictions on our restricted Cronos will lapse.

NOTE 6 – GOODWILL AND INTANGIBLE ASSETS

The following table summarizes changes in our goodwill balance:

The following table summarizes changes in our goodwill balance by segment:

Balance at December 31, 2023

Goodwill related to acquisitions

Goodwill related to WorldConnect Technologies, LLC acquisition

Balance at December 31, 2024

Balance at December 31, 2025

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

5 unchanged sentences

Intangible assets, net

Amortization expense was $ 2,236.9 for the year ended

December 31, 2024

As of December 31, 2024, the weighted-average remaining amortization period for amortizable intangible assets was 4.60

Gross Carrying

Finite-lived intangible asset

Source code and technology

Exclusivity rights

Intangible assets, net

Amortization expense was $ 5,533.5 , $ 2,236.9 , and $ 0.0 for the years ended December 31, 2025, 2024, and 2023, respectively.

As of December 31, 2025, the weighted-average remaining amortization period for amortizable intangible assets was 3.59 years.

Based on the balance of finite-lived intangible assets at December 31, 2025, expected future amortization expense is as follows:

Year Ending December 31:

NOTE 6 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

(in thousands)

December 31, 2024

December 31, 2023

Property and equipment

Furniture and equipment

Computer equipment

Accumulated depreciation

Property and equipment, net

Total depreciation expense was $ 697.0 , $ 60.4 and $ 59.1 for the years ended

December 31, 2024, 2023 and 2022 respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

(in thousands)

December 31, 2025

4 unchanged sentences

Franchise tax payable

Option premium liabilities

Accounts payable and accrued expenses

NOTE 8 - LEASES

During the years ended December 31, 2024 and 2023, we recognized additional

ROU assets and lease liabilities of $ 3,481.7 and zero , respectively.

We elected to not recognize ROU assets and lease liabilities arising from short-term office leases with initial terms of twelve months or less (deemed immaterial)

on the consolidated balance sheets.

When measuring lease liabilities for leases that were classified as operating

leases, we discounted lease payments using its estimated incremental borrowing rate.

During the years ended December 31, 2025 and 2024, we recognized additional ROU assets and lease liabilities of $ 0.0 and $ 3,481.7 , respectively.

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

When measuring lease liabilities for leases that were classified as operating leases, we discounted lease payments using our estimated incremental borrowing rate.

The weighted average incremental borrowing rate applied was 7.86 %.

As of December 31, 2025, our leases had a remaining weighted average term of 2.71 years.

Our corporate headquarters is currently leased through a sublease agreement which expires on February 28, 2026.

In November 2025, we entered into a lease agreement with the prime lessor of our corporate headquarters for a term from March 1, 2026, through March 31, 2029.

We have not recognized the ROU asset and lease liability associated with this lease as we do not have the right to use the leased premise under the prime lease until March 1, 2026.

Annual base rent on the prime lease begins at $ 226.3 with 3.0 % annual increases.

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

(in thousands)

Classification

8 unchanged sentences

Total lease liabilities

The components of lease costs, which are included in loss from operations in

our consolidated statements of operations were as follows:

The components of lease costs, which are included in loss from operations in our consolidated statements of operations were as follows:

(in thousands)

6 unchanged sentences

Total lease costs

Future minimum payments under non-cancellable leases for operating leases for

the remaining terms of the leases following the year ended December 31, 2024, are as follows:

Future minimum payments under non-cancellable leases for operating leases for the remaining terms of the leases following the year ended December 31, 2025, are as follows:

(in thousands)

3 unchanged sentences

NOTE 9 - INCOME TAXES

The following reconciles the total income tax benefit, based on the U.S.

Federal statutory income tax rate of 21 % for the years ended December 31, 2024, December 31, 2023, and December 31, 2022 with TMTG’s recognized income tax expense:

The following table presents a reconciliation of the applicable U.S.

federal income tax rate to the effective rate subsequent to the adoption of ASU 2023-09, based on the U.S.

Federal statutory income tax rate of 21 %:

Year Ended December 31, 2025

(in thousands, except rates)

Statutory federal tax rate

State and local income tax

State tax net of federal benefit

Change in valuation allowance

Permanent items

Non-deductible expenses

Change in valuation allowance

Income tax expense and effective tax rate

A reconciliation of the expected tax provision at the statutory federal income tax rate to our recorded tax provision consisted of the following, prior to the adoption of ASU 2023-09:

Years Ended December 31,

(in thousands)

December 31, 2024

December 31, 2023

December 31, 2022

Statutory federal income tax expense/(benefit)

Statutory federal tax rate

State and local income tax

State tax net of federal benefit

Change in valuation allowance

Permanent items

1 unchanged sentence

Change in valuation allowance

Income tax expense

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Income tax expense and effective tax rate

The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities as of December 31, 2025 and 2024 are as follows:

6 unchanged sentences

Net operating loss (NOL)

Convertible promissory notes and derivative liability

Unrealized loss on equity securities

Unrealized on digital assets

Stock-based compensation expense

Intangible assets

Convertible debenture and other debt

Unearned revenues

Total deferred tax assets

6 unchanged sentences

Net deferred tax, net of valuation allowance

The estimated annual effective tax rate applied to the twelve months ended December 31, 2025, is ( 0.37 %) which differs from the US federal statutory rate of 21 % principally due to the projection of U.S.

net operating loss for the fiscal 2025 with full application of a valuation allowance and the change in the net deferred tax liability remaining after application of the valuation allowance (“naked credit” or “hanging credit”).

As of December 31, 2025, TMTG had US Federal and state net operating loss carryforwards (“NOLs”) with a tax benefit of $ 60,124.0 (December 31, 2024:

$ 31,456.6 ).

NOLs are available for use indefinitely.

1 unchanged sentence

Administrative Services Arrangement

An affiliate of the Digital World sponsor ARC agreed, commencing from the date when Digital World’s Registration Statement was declared effective through the earlier of

Digital World’s consummation of a Business Combination and its liquidation, to make available to the Digital World certain general and administrative services, including office space, utilities and administrative services, as Digital World required

from time to time.

An affiliate of the Digital World sponsor ARC agreed, commencing from the date when Digital World’s Registration Statement was declared effective through the earlier of Digital World’s consummation of the Initial Business Combination and its liquidation, to make available to the Digital World certain general and administrative services, including office space, utilities and administrative services, as Digital World required from time to time.

Digital World agreed to pay the affiliate of the Sponsor $ 15.0 per month for these services.

The agreement with the

Sponsor was terminated on April 5, 2023, $ 221.0 was unpaid as of December 31, 2024.

During 2022 and the year ended December 31, 2023, the Digital World Sponsor paid, on behalf of Digital World, $ 470.8 to a vendor for costs incurred by Digital World and $ 41.0

directly to Digital World.

The agreement with the Sponsor was terminated on April 5, 2023, $ 221.0 was unpaid as of December 31, 2025.

During 2022, and the year ended December 31, 2023, the Digital World Sponsor paid, on behalf of Digital World, $ 470.8 to a vendor for costs incurred by Digital World and $ 41.0 directly to Digital World.

As of December 31, 2025, our obligation to the Sponsor for such payments was outstanding in the amount of $ 41.0 .

1 unchanged sentence

Effective June 13, 2022, Private TMTG entered into a Consulting Services Agreement with Trishul, LLC (“Trishul”).

Pursuant to such agreement and subsequent performance

by the parties thereto, Trishul provided consulting services to Private TMTG until the consulting relationship was terminated by Private TMTG effective March 25, 2024, upon the Closing of the Business Combination.

During the year ended December 31,

2024, 2023 and 2022, TMTG paid $ 38.3 , $ 131.7

and $ 50.0 , respectively, to Trishul.

As of December 31, 2024 and December 31, 2023, TMTG had an outstanding payable balance of zero to Trishul.

Trishul is owned by Kashyap “Kash” Patel, a director of TMTG since March 25, 2024, and previously a director of Private TMTG from

March 11, 2022, until March 26, 2024.

Pursuant to such agreement and subsequent performance by the parties thereto, Trishul provided consulting services to Private TMTG until the consulting relationship was terminated by Private TMTG effective March 25, 2024, upon the Closing of the Initial Business Combination.

During the year ended December 31, 2024 and 2023, TMTG paid $ 38.3 and $ 131.7 , respectively, to Trishul.

As of December 31, 2024, TMTG had no outstanding payable to Trishul.

Trishul is owned by Kashyap “Kash” Patel, a director of TMTG since March 25, 2024, and previously a director of Private TMTG from March 11, 2022, until March 26, 2024.

In August 2021, Private TMTG entered into a Consulting Services Agreement with Hudson Digital, LLC (“Hudson Digital”).

Pursuant to the agreement, which as amended

expires December 31, 2024, Hudson Digital provides consulting services to TMTG.

Pursuant to the agreement, which as amended expired December 31, 2024, Hudson Digital provided consulting services to TMTG.

Hudson Digital also received a TMTG Executive Promissory Note in the principal amount of $ 4,000.0 , which converted into common shares immediately before the Closing (along with all other Private TMTG Convertible Notes), and a $ 600.0 retention bonus following the Closing.

During the year ended December 31, 2024, 2023 and 2022, we paid $ 840.0 ,

$ 240.0 and $ 240.0 ,

respectively, to Hudson Digital.

As of December 31, 2024 and December 31, 2023, TMTG had outstanding payable balances of zero to

Hudson Digital.

During the year ended December 31, 2024 and 2023, we paid $ 840.0 and $ 240.0 , respectively, to Hudson Digital.

As of December 31, 2024, TMTG had no outstanding payable balance to Hudson Digital.

Hudson Digital is owned by Daniel Scavino, who served as a director of Private TMTG from February 16, 2023, until March 25, 2024.

Scavino has not served as an officer or director of TMTG.

In June 2024, in connection with a company event, TMTG paid $ 78.2

to Mar-a-Lago Club LLC, which is owned by the Donald J.

Trump Revocable Trust, dated April 7, 2014.

At the time of such transaction, Donald J.

Trump owned more than 5 % of TMTG’s common stock.

who serves as a director of TMTG, is currently the trustee and has sole voting and investment power over assets owned by the trust.

In October 2024, TMTG entered into separation agreements with three

former employees who resigned, including its former chief operating officer;

pursuant to these agreements, TMTG paid a cumulative total of $ 176.0

in 2024 and expects to pay a cumulative total of $ 391.2 in 2025.

NOTE 11 – CONVERTIBLE PROMISSORY NOTES AND WARRANTS

Notes 1 to 7 were Convertible Promissory Notes issued from May 2021 through October 2021 with a cumulative face value of $ 5,340.0 , 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 1-7

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, will 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

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 3-7, 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 TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Notes 8 to 12 were Convertible Promissory Notes 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

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 Convertible Promissory Notes 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 $ 18,360.0 , 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 Convertible Promissory Notes 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 or 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 s hall 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

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

On March 25, 2024, immediately before the Closing, Notes 1 to 23, and their accrued, but unpaid interest, automatically converted into an aggregate 6,014,534 shares of TMTG common stock.

Placement Agent Fee

We paid a placement agent fee to Yorkville Securities, LLC (“Yorkville Securities”), an entity under common ownership with our consolidated VIE, Yorkville America, in the amount of $ 71,899.4 for acting as the Placement Agent to our Equity PIPE Subscription Agreement and Convertible Senior Secured Notes Subscription Agreement which closed on May 29, 2025.

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

As of December 31, 2025, we did not have any amount payable due to Yorkville Securities.

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

M&A Advisory Fee

We entered into an Agreement with Yorkville Securities to serve as M&A Advisor in connection with the pending merger with TAE Technologies, Inc.

in December 2025.

In exchange for the M&A advisory services provided by Yorkville Securities we agreed to pay Yorkville Securities a fee equal to 6,000,000 shares of our common stock in the event (a) a Transaction is consummated prior to the termination of the Engagement Period or within twelve (12) months following the termination of the Engagement Period or (b) the Company, prior to the termination of the Engagement Period or within twelve (12) months following the termination of the Engagement Period, enters into an agreement with respect to a potential Transaction and such Transaction is subsequently consummated.

As of December 31, 2025, an event which requiring payment of the fee has not been triggered.

Yorkville America Transaction

Yorkville America serves as the Registered Investment Advisor for investment vehicles and financial products that utilize our Truth.Fi and certain Truth Social intellectual property, where we are the primary beneficiary.

We paid certain compensation, professional fees, and expense reimbursement totaling $ 229.1 for the year ended December 31, 2025, to affiliates of Yorkville America related to the management of our VIE.

NOTE 11 – LONG-TERM DEBT

Convertible Notes

and warrants - February 8, 2024 - Pursuant to a note purchase agreement entered into by and between Digital World and certain institutional investors on February 8, 2024 (the “Note Purchase Agreement”), Digital World agreed to issue up to $ 50,000.0 in convertible promissory notes (the “Convertible Notes”).

The Convertible Notes:

(a) accrue 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 we 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 the Company is effective (such date, the “Maturity Date”);

(b) are 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 Convertible Notes, at each holder’s option, in whole or in part, and subject to the terms and conditions of the Convertible

Notes, including any required shareholders’ approval upon the consummation of the Business Combination and (ii) into that number of Digital World Class A common stock and warrants included in the units, each unit consisting of one share of Class A 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 Convertible Note (excluding any accrued interest, which shall not be payable with respect to the Convertible Note

that was converted) being converted, divided by (B) $ 8.00 (the “Conversion Price”);

or in part, commencing on the date on which all Digital World Class A common stock 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 is contingent upon the trading price of the Digital World Class A common stock 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 Digital World;

(d) are 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 to be deposited into a control account as indicated by the Company (the “Control Account”).

The proceeds from such final drawdown deposited into the Control Account shall remain therein and may not be withdrawn

by the Company until such time as (i) the Company exercises the Redemption Rights using the proceeds in the Control Account, (ii) any portion of the applicable Convertible Note has been 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 Convertible Note has been declared effective by the Commission;

(e) are subject to

specified events of default;

and (f) have registration rights pursuant to the registration rights agreement entered into by the Company and the parties thereto as of September 2, 2021.

pursuant to warrant subscription agreements (each a “Warrant Subscription Agreement”) entered into by and between Digital World and certain institutional investors on February 7, 2024, Digital World has agreed to issue an aggregate of 3,424,510 warrants (“Convertible Note Post IPO Warrants and “Post-IPO Warrants”), each warrant entitling the holder thereof to purchase one share of the Company’s Class A common stock for $ 11.50 per share.

The Convertible Note Post IPO Warrants and Post-IPO Warrants were issued concurrently with the closing of the Business Combination, and have substantially the same

terms as the public warrants issued by Digital World in connection with its initial public offering, except that such Post-IPO Warrants may only be transferred to the applicable holder’s affiliates.

Investors funded

$ 10,000.0 of the $ 50,000.0

available under the Note Purchase Agreement before the closing of the merger and $ 40,000.0 immediately after Closing.

The $ 40,000.0 of proceeds was held in a restricted account and was released upon the registration of the underlying shares on June 18, 2024.

and 20, the face value of the Note Purchase Agreement was converted into 6,250,000 shares of TMTG common stock and warrants to

purchase up to 3,125,000 shares of TMTG common stock.

Conversion into Paid in Capital

At the closing

of the merger, certain Digital World and TMTG convertible notes were converted into common stock of the Company.

The carrying value of the Digital World notes converted was $ 8,228.6 and the carrying value of the TMTG notes converted was $ 300,426.0 ,

including the derivative liability.

We determined

the automatic discounted share-settlement feature upon certain events (e.g., SPAC, IPO, change in control, etc.) is an embedded derivative requiring bifurcation accounting as (1) the feature is not clearly and closely related to the debt

host and (2) the feature meets the definition of a derivative under ASC 815 (Derivative and Hedging).

Subsequent changes to the fair value of the embedded derivative flows through the Statements of Operations .

The Debt (net of initial debt discount and any related debt issuance costs recorded) is

accreted using the effective interest rate method under ASC 835 (Interest) until maturity.

The Convertible Promissory Notes (debt host) are not subject to Subtopic 480-10.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

December 31, 2024

December 31, 2023

Convertible Promissory Notes

Notes 8 to 12

Notes 13 to 20

Notes 21 to 23

Digital World Convertible Notes

Debt Issuance costs

Carrying value of Convertible Promissory Notes

Derivative liability component

Liability component at date of issue

Interest charged

Loss on extinguishment of debt

Total liability component

Conversion to Paid in Capital

Short-term liability component

Liability component at December 31 , 2024 and December 31, 2023

Embedded feature component

Derivative liability component

Change in fair value of embedded derivative

Total Derivative Liability Component

Conversion to Paid in Capital

Short-term derivative liability component

Derivative Liability Component at December 31 , 2024 and December 31, 2023

The interest charged for the periods is calculated by applying the effective interest rate range of between 16.3 % to 100 %+ to the liability component for the period since the respective notes were issued.

NOTE 12 - FAIR VALUE MEASUREMENT

Fair value is defined as an exit price, representing the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction

between market participants.

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

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.

As of December 31, 2024

(in thousands)

Quoted prices

identical assets

Repurchase agreement

Total assets measured at fair value

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 31, 2023

(in thousands)

Quoted prices

identical assets

Current Liabilities

Derivative liability

Total liabilities measured at fair value

The fair value of the repurchase agreement is classified within Level 1, because we use quoted market prices of the

counter-party collateral to determine their fair value.

Our repurchase agreement exposes us to credit risk and is collateralized by U.S.

Treasury Bills.

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

The estimated fair value of the conversion feature of the derivative liability is based on traditional valuation methods including Black-Scholes option pricing models and Monte Carlo simulations.

The derivative liability component of

convertible promissory notes are classified as Level 3 due to significant unobservable inputs.

LOSS PER SHARE

Basic loss per share is

calculated by dividing net loss by the weighted average number of shares of stock outstanding during the period.

We computed diluted earnings per share of common stock based on the weighted average number of shares of stock outstanding plus

potentially dilutive shares of stock outstanding during the period.

Potentially dilutive shares of stock from employee incentive plans are determined by applying the treasury stock method to the assumed vesting of outstanding RSUs, convertible

notes and warrants.

There were no dilutive potential common shares for the years ended December 31, 2024 and 2023 because we

incurred a net loss and the potential dilutive shares are anti-dilutive.

For the year ended December 31, 2022, we reported net income.

Potentially dilutive shares from convertible notes were excluded as the instruments were contingently

convertible upon an IPO or merger and are excluded from earning per share until such contingency is resolved.

As such, basic and diluted earnings/loss per common share are the same.

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

On May 29, 2025, we entered into an Indenture, providing $ 1,000,000.0 in 0.00 % convertible senior secured notes due on May 29, 2028 (the “Notes”), unless earlier repurchased or converted.

The Notes carry a 4.00 % original issuance discount.

Each Note holder has the right at its option, to require us to repurchase its Notes for cash on November 30, 2026, at a repurchase price equal to 100 % of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, subject to the terms and conditions in the Indenture.

Each holder of the Notes may at their option convert such holder’s Notes into shares of our common stock at a conversion rate of 28.8 shares per $ 1.0 of Notes.

We retain the right to force conversion if, at any time after November 29, 2025, the last reported sale price of our common stock exceeds 130 % of the conversion rate for any 20 consecutive trading days during a 30 -day trading period.

In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

Within 45 days of closing, we were required to have a Loan-to-Collateral Ratio of less than or equal to 1.0 to 1.0, with the Loan-to-Collateral Ratio calculated as the aggregate outstanding principal balance of all Notes divided by the sum of (i) the aggregate market value of bitcoin collateral multiplied by 0.5263157895 , plus (ii) the aggregate value of all of cash and cash equivalents collateral.

Required collateral of $ 1,000,000.0 was delivered to the Collateral Agent within 45 days of closing.

We have utilized this cash delivered to the Collateral Agent to purchase bitcoin and bitcoin related assets to serve as collateral in order to meet our Loan-to-Collateral Ratio.

As of December 31, 2025, we have $ 30,378.9 of restricted cash, $ 348,880.8 of equity securities, and $ 373,453.7 of bitcoin serving as collateral.

Portions of the collateral will be released when the outstanding aggregate principal balance of all Notes is at $ 500,000.0 or less, and an additional portion will be released when the outstanding aggregate principal of all Notes is $ 250,000.0 or less.

Collateral will be automatically released upon payment in full of the principal, together with accrued and unpaid interest on the Notes.

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

During 2025, we repurchased $ 16,495.5 of notional amount of the Notes at a discount.

Under the terms of the Indenture, repurchased notes remain outstanding obligations unless and until the time we deliver repurchased Notes to the Trustee for cancellation.

Because the Indenture provides that cancellation occurs only upon delivery of the Notes to the Trustee, we are not legally released from our obligations upon repurchase.

Accordingly, the repurchased Notes continue to exist as outstanding obligations under the Indenture.

We retain the right under the indenture to reissue such Notes in the future, because the Notes were not cancelled.

The repurchased Notes are presented as a reduction to convertible notes on our balance sheet as of December 31, 2025.

The difference between the repurchase price and the carrying amount of the

repurchased Notes was recorded as an adjustment to the unamortized debt discount.

This adjustment will be amortized as a component of interest expense over the remaining term of the Notes.

For the year ended December 31, 2025, we accreted $ 26,742.0 of interest expense on the Notes.

The effective interest rate of the Notes is 4.80 % per annum.

The estimated fair value of the Notes as of December 31, 2025 was $ 945,197.0 , and is based on unobservable inputs in which there is little or no market data and therefore is classified as a Level 3 fair value measurement.

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

As of December 31, 2025 and 2024, the term loan had a carrying amount of $ 5,223.1 and $ 9,616.7 , respectively, with $ 4,780.5 and $ 4,780.5 of the term loan due within 12 months of December 31, 2025 and 2024, respectively.

For the years ended December 31, 2025 and 2024, we accreted interest expense of $ 386.9 and $ 303.5 , related to the term loan.

The term loan carries an effective interest rate of 7.72 % per annum.

Future minimum payments of the long-term debt as of December 31, 2025 are as follows:

Year Ending December 31:

Total future minimum payments

unamortized original issue discount and debt issuance costs

NOTE 12 – LOSS PER SHARE

Basic loss per share is calculated by dividing net loss by the weighted average number of shares of stock outstanding during the period.

We computed diluted earnings per share of common stock based on the weighted average number of shares of stock outstanding plus potentially dilutive shares of stock outstanding during the period.

Potentially dilutive shares of stock from employee incentive plans are determined by applying the treasury stock method to the assumed vesting of outstanding RSUs, convertible notes and warrants.

There were no dilutive potential common shares for the years ended December 31, 2025, 2024, and 2023 because we reported a net loss and the potential dilutive shares would be anti-dilutive.

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

December 31, 2025

4 unchanged sentences

NOTE 13 – STOCKHOLDERS’ EQUITY

At inception, the total number of shares of all classes of capital stock that the Company was authorized to issue was 11,000 shares of Company Stock, each having a par value of $ 0.000001 ,

of which 10,000 shares were issued and outstanding, and an additional 1,000 shares were authorized for issuance in connection with the Company’s Equity Incentive Plan.

In October 2021, the total number of shares of Common Stock authorized was increased to 110,000,000 , each having a par value of $ 0.000001 .

of the Company’s Common Stock, automatically and without any action on the part of the Company or any respective holders thereof, was reclassified into ten thousand ( 10,000 ) shares of the Company’s Common Stock, $ 0.000001 par value per share, resulting in 110,000,000 shares authorized, of which 100,000,000

shares were issued and outstanding , and an additional 7,500,000 shares were authorized for issuance in connection with the

Company’s Equity Incentive Plan .

In January 2022, the total number of shares of the Company’s Common Stock authorized was increased to 120,000,000 , each having a par value of $ 0.000001 , of which 100,000,000 shares were issued and outstanding , and an additional 7,500,000 shares were authorized for issuance in connection with the Company’s Equity Incentive Plan .

In January 2024, the total number of shares of the Company’s Common Stock authorized was increased to 1,000,000,000 , each having a par value of $ 0.000001 ,

of which 100,000,000 shares were issued and outstanding.

100,000,000 of the additional authorized but unissued shares were classified as non-voting.

On March 25, 2024, in connection with the merger, Digital World amended (the second amendment) and restated its certification of incorporation.

Among other matters, Digital World’s name was changed to Trump Media and Technology Group Corp.

Additionally, the Company changed its authorized capital stock to 1,000,000,000 shares, each with a par value of $ 0.0001 per share, consisting of (a) 999,000,000

shares of common stock and (b) 1,000,000 shares of preferred stock.

On July 3, 2024, we entered into the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD., a Cayman Islands exempt limited partnership (“Yorkville”).

Pursuant to the SEPA, we shall have the right, but not the obligation, to sell to Yorkville up to $ 2,500,000.0 of its Common Stock,

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

As consideration for Yorkville’s commitment to purchase shares at our direction upon the terms and subject to the conditions

set forth in the SEPA, on July 3, 2024 we agreed to pay YA Global II SPV, LLC, a subsidiary of Yorkville, (i) a structuring fee in the amount of $ 25.0

and (ii) a commitment fee in the form of 200,000 shares of Common Stock (the “Commitment Shares”).

We also issued to EF Hutton LLC

125,000 shares of Common Stock as consideration for acting as placement agent (the “Placement Agent Shares”).

During the year

ended December 31, 2024, Yorkville purchased 20,330,365 shares of 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 offering costs) for the year ended December 31, 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On August 22, 2024, our Board authorized the repurchase of an aggregate of 128,138 shares of our common stock from certain executive officers at the prevailing market price of $ 22.70 per share, for an aggregate purchase price of $ 2,908.7 .

As consideration for the repurchase, we remitted $ 2,908.7 to the U.S.

Internal Revenue Service and certain state taxing authorities

in connection with share-based compensation awards.

Warrant Activity Summary – Issued and Outstanding

Certificate of Incorporation

Our restated certificate of incorporation authorized the issuance of up to 1,000,000,000 shares of our capital stock, each with a par value of $ 0.0001 per share, consisting of (a) 999,000,000 shares of common stock and (b) 1,000,000 shares of preferred stock.

On May 29, 2025, we executed subscription agreements (the “Equity PIPE Subscription Agreements”) with accredited investors (the “Equity PIPE Subscribers”) pursuant to which we sold an aggregate of 55,857,181 shares of our common stock, par value $ 0.0001 per share, for gross proceeds of $ 1,395,318.3 in a private placement (the “PIPE Financing”).

The PIPE Financing was issued in a private placement exempt from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

The proceeds from the PIPE Financing are being used to purchase bitcoin, bitcoin related securities, and for working capital and general corporate purposes.

We paid a placement agent fee and offering costs, in the amount of $ 75,727.6 for our Equity PIPE Subscription Agreement and Convertible Senior Secured Notes Subscription Agreement.

Of the consideration paid, $ 41,328.4 was netted against proceeds due to us from the purchase of shares of our common stock and $ 34,399.2 was paid in cash.

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

The Share Repurchase Program has no time limit, does not obligate us to make any repurchases and may be modified, suspended or terminated by us at any time without prior notice.

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

As of 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.

Cronos Purchase Agreement

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

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

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

The following table summarizes warrant activity:

Weighted Average

5 unchanged sentences

Outstanding at December 31, 2024

Expired or cancelled

Outstanding at December 31, 2025

Exercisable at December 31, 2025

1 unchanged sentence

2024 Equity Incentive Plan

In connection with the Business Combination, TMTG’s Board adopted, and our stockholders approved, the Digital World Acquisition Corp.

2024 Equity Incentive Plan (the

“2024 Equity Incentive Plan”), which became effective on March 25, 2024.

The total number of shares of our common stock reserved and available for delivery under the 2024 Equity Incentive Plan at any time during the term of the 2024 Equity

Incentive Plan will be equal to 13,252,544 .

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

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

2024 Equity Incentive Plan and the applicable governing law has been updated to the laws of the State of Florida.

As of December 31, 2025, 7,943,951 shares were available for issuance under the 2024 Plan.

The following table summarizes stock award activity:

2 unchanged sentences

Grant-Date Fair

Aggregate Intrinsic

Outstanding at January 1, 2024

Outstanding at December 31, 2024

The aggregate fair value of awards that vested in 2024 was $ 21,724.6 ,

which represents the market value of our common stock on the date that the RSUs vested.

Outstanding at December 31, 2025

The aggregate fair value of awards that vested in 2025 was $ 32,682.5 , which represents the market value of our common stock on the date that the RSUs vested.

The grant-date fair value of awards that vested in 2025 was $ 49,849.1 .

The number of RSUs vested includes shares of common stock that we withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements.

As of December 31, 2024, unrecognized compensation expense related to non-vested equity grants was $ 61,313.1 with an expected remaining weighted-average recognition period of approximately 2.25

Executive & Consultant Promissory Notes

In March 2024, we issued unsecured Executive & Consultant Promissory Notes to certain executives, including each of our Named Executive Officers (“NEOs”) and one

consultant of Private TMTG in an aggregate amount of $ 10,900.0 , as consideration for their service to us through the Merger.

Executive & Consultant Promissory Notes bore a zero -coupon interest rate, and became payable at the earlier of December 31, 2024 , an Event of Default, or upon a Change in Control Event.

The Maturity Date of the Executive & Consultant Promissory Notes could

be extended at the sole discretion of each executive individually for any reason, including for the purpose of allowing the Executive & Consultant Promissory Notes to convert to stock or other securities upon a Change of Control Event.

Upon a Change of Control Event, the Executive & Consultant Promissory Notes automatically converted into either (a) shares of common stock at a fixed conversion

price of $ 10.00 per share upon consummating a merger with DWAC, or (b) a share amount equal to the quotient of the principal amount

divided by the price per share based upon the current fair value of the common stock of TMTG, for any other Change of Control Events.

On March 25, 2024, we consummated a merger between DWAC and TMTG at which time the Executive & Consultant Promissory Notes automatically converted into an

aggregate of 1,090,000 shares of our common stock.

We accounted for the Executive & Consultant Promissory Notes as a liability

award under ASC 718 as the Executive & Consultant Promissory Notes could be converted into a variable number of shares upon a Change of Control event and the executives had the sole discretion to extend the Maturity Date which could result in

us being required to settle the Executive & Consultant Promissory Notes in cash.

We remeasured the fair value of the Executive & Consultant Promissory Notes at their settlement date and recorded stock-based compensation expense for these

awards, within general and administration expense in the Statement of Operations, totaling $ 54,445.5 for the year ended December 31,

Vendor Convertible Notes

In March 2024, we issued unsecured convertible notes to certain vendors in exchange for research and development services provided.

These Vendor Convertible Notes

were issued with an aggregate face value of $ 7,500.0 , bore a zero -coupon interest rate, and had a maturity date in March 2027 .

The Vendor Convertible Notes were automatically convertible in to shares of our common stock upon consummating a merger between DWAC and TMTG at a conversion price of

$ 10.00 per share.

We measured the fair value of these Vendor Convertible Notes on their date of grant and recorded $ 30,142.5 of stock-based compensation expense, within research and development expense in the statement of operations for the year ended December 31,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

WCT Acquisition

We accounted for 57,230

of the 2,600,000 newly-issued shares of our common stock issued to WCT pursuant to achieving operational milestones related to the

opening of our data centers as 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.

The allocation of shares as compensation was based

upon the estimated fair value of services to be provided divided by the closing price of our common stock on August 9, 2024.

Compensation expense related to these shares were recorded at the fair value of the common stock when the milestones

were achieved in October 2024.

COMMITMENTS AND CONTINGENCIES

From time-to-time, we are a party to

litigation and subject to claims, suits, regulatory and government investigations, other proceedings and consent decrees in the ordinary course of business, and other unasserted claims.

We investigate claims as they arise and accrue

estimates for resolution of legal and other contingencies when losses are probable and reasonably estimable.

Based on current known facts and circumstances, we currently believe that any liabilities ultimately resulting from ordinary course

claims, and proceedings will not individually or in aggregate, have a material adverse effect on our financial position, results of operations, or cash flows.

However, the outcomes of claims legal proceedings or investigations are inherently

unpredictable and subject to uncertainty, and may have an adverse effect on us because of defense costs, diversion of management resources and other factors that are not known to us or cannot be quantified at this time.

We may also receive

unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained.

The final outcome of any current or future claims or lawsuits could adversely affect our

business, financial position, results of operations or cash flows.

We periodically evaluate developments in our legal matters that could affect the amount of liability that has previously been accrued or the reasonably possible losses that

we have disclosed, and make adjustments as appropriate.

Consistent with the practice of many

companies, we have entered into, and continue to enter into indemnity agreements with our executive officers and certain members of our board of directors.

As of December 31, 2025, unrecognized compensation expense related to non-vested equity grants was $ 68,676.1 with an expected remaining weighted-average recognition period of approximately 1.84 years.

NOTE 15 – INVESTMENT INCOME/(LOSS)

Investment income/(loss) consists of the following:

December 31, 2025

Realized loss on derivatives

Realized gain on sale of equity securities

Unrealized loss on equity securities

Unrealized loss on derivatives

NOTE 16 - COMMITMENTS AND CONTINGENCIES

We are involved in various legal proceedings arising in the normal course of business.

Although the outcomes of these legal proceedings are inherently difficult to predict, management does not

expect the resolution of these legal proceedings to have a material adverse effect on our financial position, results of operations, or cash flows.

We have entered into, indemnity agreements with our executive officers and certain members of our Board.

These indemnity agreements broadly provide for us to advance expenses (including

attorneys’ fees) incurred in connection with any legal proceeding, as well as indemnification for any and all expenses, actually and reasonably incurred, in connection with the investigation, defense, settlement or appeal of such a

proceeding, in connection with matters related to their position.

These indemnity agreements provide that the indemnitee shall repay all amounts so advanced if it shall ultimately be determined by final judicial decision from where there is

no further right of appeal that the indemnitee is not entitled to be indemnified.

Except as indicated below, to the

knowledge of our management team, there is no litigation currently pending or contemplated against us, or against any of our property.

Litigation with United Atlantic

Ventures (“UAV”) in Delaware

On July 30, 2021, an attorney for the

Trump Organization, on behalf of President Trump, declared void ab initio a services agreement that had granted Private TMTG, among other things, extensive intellectual property and digital media rights related to President Trump for purposes

of commercializing the various Private TMTG initiatives (the “Services Agreement”).

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

On each of January 18, 2024 and February 9, 2024, Digital World received letters from

counsel to UAV, a party to the Services Agreement.

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

Specifically, counsel for UAV claims that the

Services Agreement grants UAV rights to (1) appoint two directors to TMTG and its successors (i.e., TMTG after the Business Combination), (2) approve or disapprove of the creation of additional TMTG shares or share classes and anti-dilution

protection for future issuances, and (3) a $ 1.0 million expense reimbursement claim.

In addition, UAV asserts that the Services

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

On February 6, 2024, a representative of UAV sent a text message to a

representative of a noteholder of TMTG suggesting that UAV might seek to enjoin the Business Combination.

On February 9, 2024, Private TMTG received from counsel to UAV a letter similar to those letters received by Digital World, which also

threatened Private TMTG with legal action regarding UAV’s alleged rights in Private TMTG, including, if necessary, an action to enjoin consummation of the Business Combination.

On February 28, 2024, UAV filed a

verified complaint against Private TMTG in the Chancery Court seeking declaratory and injunctive relief relating to the authorization, issuance, and ownership of stock in Private TMTG and filed a motion for expedited proceedings (C.A.

2024-0184-MTZ).

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

On March 9, 2024, the Chancery Court

held a hearing to decide UAV’s motion to expedite proceedings.

During the oral argument, Private TMTG agreed that any additional shares of Private TMTG issued prior to or upon the consummation of the Business Combination would be placed in

escrow pending a resolution of the dispute between the parties.

The Chancery Court entered an order consistent with the foregoing on March 15, 2024, and scheduled a status conference for April 1, 2024.

On April 2, 2024, UAV filed a motion for

leave to file a second amended complaint together with a motion for preliminary injunction and a motion for contempt and anti-suit injunction related to Private TMTG’s filing of a separate litigation against UAV and others in Florida state

Private TMTG maintains that the contempt claims are meritless.

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

On April 11, 2024, UAV filed

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

On April 22, 2024, all of the Defendants moved to

vacate the Chancery Court’s prior order expediting the matter.

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

Following briefing and oral argument on the motion to vacate, on April 30, 2024, the Chancery

Court vacated the prior provisions of the March 15 order expediting the matter.

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

to enjoin Private TMTG and related parties from prosecuting certain claims in Florida state court.

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

other persons from whom discovery was being sought.

On June 5, 2024, UAV filed for leave

to again amend its complaint.

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

The Third Amended Complaint dismissed as defendants three current TMTG

directors (W.

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

Andrews, Patrick F.

Orlando, Edward J.

Preble, and Jeffrey A.

On July 17, 2024, UAV filed a second contempt motion

against Private TMTG and TMTG (“Second Contempt Motion”) alleging additional violations of the March 15 Order.

On August 27, 2024, the Chancery Court denied both the First Contempt Motion and the Second Contempt Motion.

On July 23, 2024, all

of the defendants with the exception of Patrick F.

Orlando moved to dismiss the Third Amended Complaint.

On September 17, 2024, Mr.

Orlando moved to dismiss the Third Amended Complaint.

On October 8, 2024, UAV voluntarily dismissed Mr.

Orlando with prejudice.

The remaining defendants’ motions to dismiss are fully briefed, and remain pending subject to ongoing briefing of defendants’ motion to dismiss or stay on the basis of temporary Presidential immunity.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Lawsuit against ARC, Patrick Orlando,

UAV, Andrew Litinsky, and Wesley Moss in Florida

On February 26, 2024, representatives

of ARC Global Investments II, LLC (“ARC”) claimed to Digital World that after a “more comprehensive” review, the conversion ratio for Digital World Class B common stock into Digital World Class A common stock upon the completion of the

Business Combination was approximately 1.8 :1.

ARC’s new claim also contradicted the previous assertion by Patrick Orlando, the

managing member of ARC, that the conversion ratio was 1.68 :1.

Digital World’s board of directors viewed these claims as an attempt

attorneys’ fees) incurred in connection with any legal proceeding, as well as indemnification for all expenses incurred, in connection with the investigation, defense, settlement or appeal of such a proceeding, in connection with matters related to

their position.

These indemnity agreements provide that the indemnitee shall repay all amounts advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified.

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

On February 26, 2024, representatives of ARC Global Investments II, LLC (“ARC”) claimed to Digital World that after a “more comprehensive” review, the conversion ratio for Digital World Class B common stock into Digital World Class A common stock upon the completion of the Initial Business Combination was approximately 1.8 :1.

ARC’s new claim also contradicted the previous assertion by Patrick Orlando, the managing member of ARC, that the conversion ratio was 1.68 :1.

Digital World’s board of directors viewed these claims as an attempt by Mr.

Orlando to secure personal benefits, breaching his fiduciary duty to Digital World and its shareholders.

Digital World and Private TMTG initiated a lawsuit against ARC in the Civil Division for the Twelfth Judicial Circuit Court in

Sarasota County, Florida, on February 27, 2024 (Docket No.

Digital World and Private TMTG initiated a lawsuit against ARC in the Civil Division for the Twelfth Judicial Circuit Court in Sarasota County, Florida, on February 27, 2024 (Docket No.

2024-CA-001061-NC).

The complaint sought a declaratory judgment affirming the appropriate conversion ratio as 1.34 :1, as previously disclosed, damages for tortious interference with the contractual and business relationship between Private TMTG and Digital World, and damages for

conspiracy with unnamed co-conspirators to interfere with the same.

The complaint also sought damages for Mr.

Orlando’s breach of fiduciary duty, which exposed Digital World to regulatory liability and resulted in an $ 18 million penalty, and for his continuous obstruction of Digital World’s merger with Private TMTG to extort various concessions that benefited

only him and harmed Digital World and its shareholders.

Furthermore, the complaint sought damages for the wrongful assertion of dominion over Digital World’s assets inconsistent with Digital World’s possessory rights over those assets.

March 8, 2024, Digital World voluntarily dismissed its declaratory judgment claim against ARC.

On March 17, 2024, Digital World and Private TMTG filed an amended complaint, adding a claim for violation of Florida’s Deceptive and Unfair Trade

Practices Act.

On March 8, 2024, Digital World voluntarily dismissed its declaratory judgment claim against ARC.

On March 17, 2024, Digital World and Private TMTG filed an amended complaint, adding a claim for violation of Florida’s Deceptive and Unfair Trade Practices Act.

Digital World further alleged breach of fiduciary duty of loyalty, breach of fiduciary duty of care, and conversion claims against Mr.

With respect to ARC, Digital World alleged aiding and abetting a breach of

fiduciary duty.

With respect to ARC, Digital World alleged aiding and abetting a breach of fiduciary duty.

On April 3, 2024, Defendants ARC and Mr.

Orlando filed a joint motion to dismiss the amended complaint or, in the alternative, to stay the proceeding pending the Delaware Action (C.A.

2024-0184-MTZ).

2024-0184-LWW).

Defendants ARC and Mr.

Orlando also filed that same day a motion to stay discovery in the action.

On May 29, 2024, Digital World moved

to compel discovery from ARC and Mr.

On May 29, 2024, Digital World moved to compel discovery from ARC and Mr.

On July 15, 2024, following a July 10 hearing, the Court entered an order denying the motion to stay discovery and motion to compel.

On July 29, 2024, the Court entered an order denying the motion

to dismiss or, in the alternative, to stay the proceeding for improper venue.

Defendants ARC and Orlando appealed that order, which is scheduled for oral argument on March 19, 2025.

On July 29, 2024, the Court entered an order denying the motion to dismiss or, in the alternative, to stay the proceeding for improper venue.

Defendants ARC and Mr.

Orlando appealed that order (C.A.

2D2024-1780), which the Second District denied on April 30, 2025.

On August 2, 2024, Defendants ARC and Mr.

Orlando filed a

motion to stay pending appeal in the trial court.

On July 31, 2024, Digital World and Private TMTG filed a motion for leave to file a second amended complaint, which proposed to add allegations against ARC and Orlando related to pre-targeting

and other misconduct as set forth in the SEC Complaint against Orlando, and naming UAV, Andrew Litinsky, and Wesley Moss as additional defendants.

On August 15, 2024, Digital World and Private TMTG filed a motion for temporary injunction

seeking to enjoin the threatened sale of Digital World stock by Defendant ARC and one of the new defendants proposed to be added through the motion for leave to file a second amended complaint.

On August 28, 2024, Digital World and Private

TMTG filed a renewed motion to compel, seeking prior productions to the SEC and DOJ and other documents from Defendants ARC and Mr.

Orlando filed a motion to stay pending appeal in the trial court.

On July 31, 2024, Digital World and Private TMTG filed a motion for leave to file a second amended complaint, which proposed to add allegations against ARC and Mr.

Orlando related to pre-targeting and other misconduct as set forth in the SEC Complaint against Mr.

Orlando, and naming UAV, Andrew Litinsky, and Wesley Moss as additional defendants.

On August 15, 2024, Digital World and Private TMTG filed a motion for temporary injunction seeking to enjoin the threatened sale of Digital World stock by Defendant ARC and one of the new defendants proposed to be added through the motion for leave to file a second amended complaint.

On August 28, 2024, Digital World and Private TMTG filed a renewed motion to compel, seeking prior productions to the SEC and DOJ and other documents from Defendants ARC and Mr.

On August 30, 2024, the trial court held a hearing to address several motions.

During the hearing,

the Court granted Digital World and Private TMTG’s motion for leave to amend and denied their motion for temporary injunction.

During the hearing, the Court granted Digital World and Private TMTG’s motion for leave to amend and denied their motion for temporary injunction.

The trial court also denied the motion to stay pending appeal filed by Defendants ARC and Mr.

3, 2024, Digital World and Private TMTG filed the Second Amended Complaint.

On September 4, 2024, Digital World and Private TMTG filed an expedited motion to compel, seeking production of ARC’s capitalization table, supporting documents, and

an order requiring ARC to cooperate with Digital World and Private TMTG in advance of the expiration of the lock-up restriction.

On September 3, 2024, Digital World and Private TMTG filed the Second Amended Complaint.

On September 4, 2024, Digital World and Private TMTG filed an expedited motion to compel, seeking production of ARC’s capitalization table, supporting documents, and an order requiring ARC to cooperate with Digital World and Private TMTG in advance of the expiration of the lock-up restriction.

On September 5, 2024, Defendants ARC and Mr.

Orlando filed a motion to stay pending appeal in the Second District

Court of Appeal, which the Second District denied on October 18, 2024 (C.A.

Orlando filed a motion to stay pending appeal in the Second District Court of Appeal, which the Second District denied on October 18, 2024 (C.A.

2D2024-1780).

On September 12, 2024, the Court granted in part and denied in part the expedited motion to compel, ordering production of the capitalization table

and supporting documents by September 13, 2024, at 12 p.m.

On September 12, 2024, the Court granted in part and denied in part the expedited motion to compel, ordering production of the capitalization table and supporting documents by September 13, 2024, at 12 p.m.

On that same day, Defendants ARC and Mr.

1 unchanged sentence

8:24-cv-02161).

On September 13, 2024, Digital World and Private

TMTG filed an emergency motion to remand to state court in the Middle District of Florida, which the Middle District granted on September 17, 2024.

On September 18, 2024, Digital World and Private TMTG filed an emergency motion for temporary

injunction and contempt against ARC and Mr.

On September 13, 2024, Digital World and Private TMTG filed an emergency motion to remand to state court in the Middle District of Florida, which the Middle District granted on September 17, 2024.

On September 18, 2024, Digital World and Private TMTG filed an emergency motion for temporary injunction and contempt against ARC and Mr.

Orlando in the state court action.

On that same day, the Court held a hearing during which it granted Digital World and Private TMTG’s motion for contempt, imposed a coercive sanction against ARC

Orlando of $ 5,000 per day until they complied with the Court’s September 12 discovery order, and denied their motion for

temporary injunction.

Defendants ARC and Orlando have appealed that order (C.A.

On that same day, the Court held a hearing during which it granted Digital World and Private TMTG’s motion for contempt, imposed a coercive sanction against ARC and Mr.

Orlando of $ 5,000 per day until they complied with the Court’s September 12 discovery order, and denied their motion for temporary injunction.

Defendants ARC and Mr.

Orlando have filed an appeal of that order, which the Court denied on June 13, 2025 and issued a mandate regarding the denial on July 8, 2025 (C.A.

2D2024-2364).

On September 20, 2024, ARC filed its

answer, defenses, and affirmative defenses to the Second Amended Complaint.

On September 26, 2024, Defendants ARC and Orlando filed a motion to compel.

On September 20, 2024, ARC filed its answer, defenses, and affirmative defenses to the Second Amended Complaint.

On October 1, 2024, Digital World and Private TMTG filed a motion for an order to show

2 unchanged sentences

On October 3, 2024, Mr.

Orlando filed an amended motion to

dismiss the Second Amended Complaint or, alternatively, to stay the action.

On October 15, 2024, ARC filed an amended answer, defenses, and affirmative defenses to the Second Amended Complaint, counterclaim, and third-party complaint, naming

9 additional defendants:

Orlando filed an amended motion to dismiss the

Second Amended Complaint or, alternatively, to stay the action.

On October 15, 2024, ARC filed an amended answer, defenses, and affirmative defenses to the Second Amended Complaint, counterclaim, and third-party complaint, naming 9 additional

Luis Orleans-Braganza, Lee Jacobson, Bruce J.

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

On October 21, 2024, UAV, Wesley Moss, and Andrew Litinsky jointly filed

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

On November 1, 2024, Digital World and

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

On November 18, 2024, the Court

granted in part the October motion for order to show cause, ordering, inter alia, the appointment of a third-party vendor to re-collect all devices and files from ARC and Orlando and run search terms and a sanction against ARC and Orlando of

$ 5,000 per day from September 18 to November 8, 2024.

Defendants ARC and Orlando have filed a motion for leave to amend their

petition to appeal the September 18 order to include an appeal of the November 18 order (C.A.

On October 21, 2024, UAV, Mr.

Moss, and Mr.

Litinsky jointly filed 3 motions:

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

On November 1, 2024, Digital World and Private TMTG filed a supplemental

brief in support of the October motion for order to show cause and a fee petition to recover attorneys’ fees pursuant to the September 18 contempt order.

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

Orlando and run search terms and a sanction against ARC and Mr.

Orlando of $ 5,000 per day from September 18 to November 8, 2024.

Defendants ARC and Mr.

Orlando filed a motion for leave to amend their petition to appeal the September 18 order to include an appeal of the November 18 order, which the Court denied on February 5, 2025 (C.A.

2D2024-2364).

On November 21, 2024, Third-Party Defendant Shaner filed a motion to dismiss ARC’s third-party complaint, which the Court denied

on December 13, 2024.

On December 6, 2024, the Court granted in part the September 26 motion to compel filed by Defendants ARC and Orlando.

On December 16, 2024, Digital World and Private TMTG filed a fee petition to recover attorneys’ fees

pursuant to the November 18 contempt order.

On December 27, 2024, Defendants ARC and Orlando filed a motion for order to show cause for failure to comply with the December 6 order.

On January 3, 2025, Digital World and Private TMTG and

Third-Party Defendants Swider, Preble, Andrews, and Smith jointly filed a motion to dismiss ARC’s counterclaims and third-party complaint.

On January 8, 2025, Third-Party Defendant Garelick filed a motion to dismiss ARC’s counterclaims and

third-party complaint.

On January 10, 2025, Defendants ARC and Orlando filed a motion to compel production of documents, which the Court denied for failure to confer on January 22, 2025.

On January 10, 2025, Third-Party Defendant Veloso filed

a motion to dismiss ARC’s counterclaims and third-party complaint.

On January 17, 2025, Defendants ARC and Orlando filed a motion to strike, which the Court denied for failure to confer on January 22, 2025.

On January 22, 2025, the Court held a

hearing during which it heard the motion to stay pending resolution of the Delaware Action – taking the motion under advisement and scheduled an omnibus hearing to hear outstanding motions on March 7, 2025.

At the January 22, 2025 hearing,

the Court entered a temporary administrative stay of discovery as to Defendants Litinsky, Moss, and UAV pending its resolution of their motion to stay.

On January 23, 2025, Defendants ARC and Orlando filed a motion to compel production of

documents and a motion to strike.

On that same day, Third-Party Defendant Jacobson filed a motion to dismiss ARC’s counterclaims and third-party complaint.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

Litinsky, Mr.

Moss, and UAV pending its resolution of their motion to stay.

On February 10, 2025, Mr.

Orlando and ARC filed an appeal of

the Court’s November 18 order, which the Second District denied on April 24, 2025 (C.A.

2D2025-0314).

On February 19, 2025, the Court denied the October 3 motion to stay filed by Mr.

Orlando and the October 21 motion to stay filed by UAV, Mr.

Moss, and Mr.

Litinsky, finding that this action and the

Delaware Action do not “involve substantially similar issues.”

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

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

It denied the motions to dismiss for improper venue

Orlando on October 3 and UAV, Mr.

Moss, and Mr.

Litinsky on October 21.

The Court also denied the motions to dismiss for failure to state a claim filed by Mr.

Orlando on October 3 and UAV, Mr.

Moss, and Mr.

Litinsky on October 21.

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

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

The Court also granted in part

the motion to dismiss ARC’s counterclaims, dismissing Count V of the counterclaims.

On March 21, 2025, UAV, Mr.

Moss, and Mr.

Litinsky appealed Court’s February 19, 2025 order denying a stay (C.A.

2D2025-0735) in the Second District but later filed a voluntary motion to dismiss,

which the Second District granted on September 10, 2025.

On March 26, 2025, UAV, Mr.

Moss, and Mr.

Litinsky filed an unopposed motion to amend their March 24 petition, which the Second District granted on April 17, 2025.

On May 29, 2025, ARC and Mr.

Orlando appealed the Second District’s April 30 order (SC2025-0757).

On July 15, 2025, the Court entered an order granting in part outstanding motions to dismiss Counterclaims and Third-Party Claims brought by UAV, Mr.

Litinsky, Mr.

Moss, ARC, and Mr.

dismissing all Third-Party Defendants including President Trump.

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

Litinsky, and Mr.

Moss’s Counterclaims with prejudice, dismissed Counts 2-6 and 9 of UAV, Mr.

Litinsky, and Mr.

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

Orlando’s Third-Party Claims with prejudice.

On July 25, 2025, Digital World and Private TMTG filed a motion for protective order on deposition discovery, which the Court granted in part on August 25, 2025.

On July 28, 2025, ARC filed its Second Amended Answer, Defenses, and Affirmative Defenses to Plaintiffs’ Second Amended Complaint and its Second Amended Counterclaims.

On August 7, 2025, Digital World and Private TMTG filed a motion to dismiss ARC’s Second Amended Counterclaims, which the Court granted as to counts 5 and 6 on September 24, 2025.

On August 14, 2025, UAV, Mr.

Litinsky, and Mr.

Moss filed an appeal in the Second District as to the July 15, 2025 motion to dismiss order (2D2025-2192), which the Second District dismissed on December

10, 2025 pursuant to the December 9, 2025 stipulation of voluntary dismissal.

The Court filed another order confirming dismissal of the Second District action on February 5, 2026.

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

Orlando filed his Second Amended Answer, Defenses, and

Affirmative Defenses to Plaintiffs’ Second Amended Complaint.

On September 5, 2025, President Trump filed a motion to quash a subpoena directed to him, which the Court granted on October 6.

On September 11, 2025, UAV, Mr.

Litinsky, and Mr.

Moss filed an Amended Answer.

On September 16, 2025, Iowa and 19 other states filed an amici curiae brief in support of President Trump’s September 5

motion to quash.

On September 17, 2025, Digital World and Private TMTG filed a motion to sever and stay ARC’s Second Amended Counterclaims, which the Court reserved ruling on in a February 2, 2026 Order, indicating that

the motion may be “relitigated on the eve of trial.”

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

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

On September 26, 2025, ARC and Mr.

Orlando filed a motion for partial summary judgment as to extortion claims filed by Digital World and Private TMTG, which the Court denied during the February 12

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

On October 7, 2025, ARC and Mr.

Orlando filed a motion to disqualify the Honorable Hunter W.

Carroll, which the Court granted on October 10.

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

Diana Moreland.

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

On October 21, 2025, Digital World and Private TMTG filed an emergency petition for writ of mandamus in the Second District (2D2025-2814) requesting the court quash Judge Carroll’s order recusing

On that same date, Mr.

Orlando and ARC filed a motion for leave to issue a subpoena to President Trump or, in the alternative, to stay the case, which the Court denied on February 17, 2026.

On October 23, 2025, the Second District denied

Digital World and Private TMTG’s request for expedited treatment of the October 21 petition (2D2025-2814).

On October 31, 2025, Judge Moreland held a hearing where she, inter alia , extended trial deadlines and ordered the parties to submit candidates for Special

On November 10, 2025, ARC and Mr.

Orlando filed a motion for reconsideration of Judge Carroll’s September 24 order granting the motion to dismiss ARC’s Second Amended Counterclaims.

On November 14, 2025, Mr.

Orlando filed a motion seeking leave to file a Third Amended Answer, Defenses, and Affirmative Defenses to the Second Amended Complaint, which the Court granted during the

February 3 hearing.

On November 26, 2025, the Second District denied the October 21 petition (2D2025-2814).

On December 4, 2025, Digital World, Private TMTG, UAV, Mr.

Litinsky, and Mr.

Moss notified the Court that they reached a settlement resolving all claims asserted between them and, on December 9,

stipulated to dismissal of those claims.

On December 9, 2025, the Court held a hearing that resulted in an order denying in part and granting in part the November 10 motion to reconsider the order granting the motion to dismiss.

On January 29, 2026, Mr.

Orlando filed a motion for partial summary judgment as to the claims seeking recovery of legal fees advanced to Mr.

On February 11, 2026, ARC and Mr.

Orlando filed a motion for extension of time, seeking a 30-day extension of time of (1) the expert report deadlines, (2) the fact discovery deadline, and (3) the

summary judgment deadline, which the Court granted during the February 19 hearing.

On February 13, 2026, Plaintiffs’ filed a Reply to Mr.

Orlando’s Third Amended Answer, Affirmative Defenses, and Additional Defenses.

On February 18, 2026, ARC moved to stay these proceedings pending a resolution of its demand for arbitration submitted to the American Arbitration Association (Case No.

01-25-0009-1364).

A jury trial expected to last approximately three to five weeks, has been scheduled to begin in July 2026.

Litigation with ARC in Delaware

On February 29, 2024, ARC filed a

lawsuit in the Court of Chancery of the State of Delaware (C.A.

On February 29, 2024, ARC filed a lawsuit in the Court of Chancery of the State of Delaware (C.A.

2024-0186-LWW) against Digital World and its directors, alleging an impending violation of the Digital World Charter.

ARC alleged that Digital World failed to commit to issue

conversion shares to ARC that ARC claims it is owed upon the consummation of the Business Combination pursuant to the Charter.

of the conversion ratio, a finding that the directors of Digital World breached their fiduciary duties, and a preliminary injunction to enjoin the Business Combination until Digital World “corrected” the conversion ratio.

TMTG defended

Digital World’s calculation of the conversion ratio and related rights.

In addition to its complaint, ARC also filed a motion with the Chancery Court requesting that the case schedule be expedited to enable the Chancery Court to conduct an

injunction hearing prior to the March 22, 2024, shareholder vote.

On March 5, 2024, the Chancery Court denied ARC’s motion, stating that it would not conduct a merits or injunction hearing before March 22, 2024.

Consequently, the Chancery

Court also denied ARC’s request to postpone the Business Combination vote until after a merits hearing.

The Chancery Court ruled that Digital World’s proposal to deposit disputed shares into an escrow account at the close of the Business

Combination was adequate to prevent potential irreparable harm related to ARC’s share conversion.

The Chancery Court also found that Digital World’s public disclosures about ARC’s claims and possible conversion scenarios at the close of the

Business Combination further mitigated the risk of irreparable harm due to insufficient disclosure for the March 22, 2024, vote.

ARC alleged that Digital World failed to commit to issue conversion shares to ARC that ARC claims it is owed upon the consummation of the Initial Business Combination pursuant to the Charter.

ARC claimed a conversion ratio of 1.81 :1 and sought specific performance and damages for the alleged breach of the Charter, a declaratory judgment that the certain derivative securities of Digital World should be included in the calculation of the conversion ratio, a finding that the directors of Digital World breached their fiduciary duties, and a preliminary injunction to enjoin the Initial Business Combination until Digital World “corrected” the conversion ratio.

TMTG defended Digital World’s calculation of the conversion ratio and related rights.

In addition to its complaint, ARC also filed a motion with the Court of Chancery requesting that the case schedule be expedited to enable the Court of Chancery to conduct an injunction hearing prior to the March 22, 2024, shareholder vote.

On March 5, 2024, the Court of Chancery denied ARC’s motion, stating that it would not conduct a merits or injunction hearing before March 22, 2024.

Consequently, the Court of Chancery also denied ARC’s request to postpone the Initial Business Combination vote until after a merits hearing.

The Court of Chancery ruled that Digital World’s proposal to deposit disputed shares into an escrow account at the close of the Initial Business Combination was adequate to prevent potential irreparable harm related to ARC’s share conversion.

The Court of Chancery also found that Digital World’s public disclosures about ARC’s claims and possible conversion scenarios at the close of the Initial Business Combination further mitigated the risk of irreparable harm due to insufficient disclosure for the March 22, 2024 vote.

As a result, on March 21, 2024, Digital World entered into two escrow agreements with Odyssey, as follows:

(i) an escrow agreement for the benefit of ARC (the “ARC Escrow Agreement”), pursuant to which DWAC deposited into escrow

3,579,480 shares of TMTG shares of common stock (“Common Stock”), and (ii) an escrow agreement for the benefit of the Non-ARC Class

B Shareholders (the “Non-ARC Class B Shareholders Escrow Agreement,” and together with the ARC Escrow Agreement, the “Disputed Shares Escrow Agreements”), pursuant to which TMTG deposited into escrow 1,087,553 shares of TMTG Common Stock, which amounts represent the difference between the actual conversion ratio, determined by Digital World’s board of directors upon

closing of the Business Combination (which was determined to be 1.348 :1), and a conversion ratio of 2.00 :1.

On September 16, 2024, the Chancery Court issued its order in this matter setting the conversion ratio at 1.4911 :1.

The Chancery Court ruled against ARC on a substantial majority of its claims, reducing ARC’s proposed calculation of the conversion

ratio of 1.81 :1 by approximately 70 %

and holding that the former board members of Digital World did not breach any fiduciary duties in setting the conversion ratio calculation or in their public disclosures of the same.

As a result of the Chancery Court’s order, a portion of the

disputed conversion Common Stock held in escrow were released to ARC.

(i) an escrow agreement for the benefit of ARC (the “ARC Escrow Agreement”), pursuant to which DWAC deposited into escrow 3,579,480 shares of TMTG shares of common stock (“Common Stock”), and (ii) an escrow agreement for the benefit of the Non-ARC Class B Shareholders (the “Non-ARC Class B Shareholders Escrow Agreement,” and together with the ARC Escrow Agreement, the “Disputed Shares Escrow Agreements”), pursuant to which TMTG deposited into escrow 1,087,553 shares of TMTG Common Stock, which amounts represent the difference between the actual conversion ratio, determined by Digital World’s board of directors upon closing of the Initial Business Combination (which was determined to be 1.348 :1), and a conversion ratio of 2.00 :1.

On September 16, 2024, the Court of Chancery issued its order in this matter setting the conversion ratio at 1.4911 :1.

The Court of Chancery ruled against ARC on a substantial majority of its claims, reducing ARC’s proposed calculation of the conversion ratio of 1.81 :1 by approximately 70 % and holding that the former board members of Digital World did not breach any fiduciary duties in setting the conversion ratio calculation or in their public disclosures of the same.

As a result of the Court of Chancery’s order, a portion of the disputed shares of Common Stock held in escrow were released to ARC.

The release of Common Stock is subject to the terms and conditions of the ARC Escrow Agreement with the Escrow Agent and TMTG.

Accordingly, 785,825 shares of TMTG Common Stock, which represents the Court’s calculation for the difference between a ratio of 1.348 :1 and 1.4911 :1, were

released from escrow (the “Court Ratio”).

Both parties still retain the option to file an appeal within 30 days after the Chancery

Court’s final order.

In connection with the Chancery Court’s final order, 238,692 Common Shares deposited in the Non-ARC Class B

Shareholders Escrow Agreement, representing the Court Ratio, were released to the applicable holders, subject to the terms and conditions of the Non-ARC Class B Shareholders Escrow Agreement and the Securities Act of 1933, as amended.

October 23, 2024, ARC filed a motion for a $ 1,000,000 fee award, which has since been fully briefed and is scheduled for argument

on April 25, 2025.

Lawsuit against UAV, Litinsky, Moss,

and Orlando in Florida

On March 24, 2024, Private TMTG filed

a lawsuit in the Circuit Court of the Twelfth Judicial Circuit for Sarasota County, Florida (Docket No.

2024-CA-001545-NC) against UAV, Andrew Litinsky, Wesley Moss, and Patrick Orlando.

In view of UAV’s repeated demands concerning its

alleged stock ownership and director appointment rights, the complaint alleges claims for a declaratory judgment against UAV determining that the Services Agreement is unenforceable against Private TMTG.

The complaint also asserts a claim for

unjust enrichment against UAV based on its failure to competently provide services to the company.

Finally, the complaint asserts claims for damages for (a) breach of the fiduciary duty of loyalty against Mr.

Litinsky and Mr.

Moss based on

their dealings with Mr.

Orlando, (b) aiding and abetting and conspiracy to breach fiduciary duty against Mr.

Orlando based on the same events, and (c) breach of the fiduciary duty of care against Mr.

Litinsky and Mr.

Moss for their gross

negligence in managing the company.

On April 25, 2024, Private TMTG filed a motion to consolidate this lawsuit with Docket No.

2024-CA-001061-NC (described above) for purposes of discovery and pretrial proceedings, which was denied without

prejudice on August 2, 2024.

On June 27, 2024, the court granted Mr.

Litinsky, and UAV’s motion to stay proceedings pending resolution of the Delaware Action involving UAV.

The court also denied Private TMTG’s motion for an

anti-suit injunction.

On July 3, 2024, Mr.

Orlando filed a motion to dismiss.

On July 17, 2024, Private TMTG sought review of the court’s order granting UAV’s motion to stay in Florida’s Second District Court of Appeal by filing a petition

for a writ of certiorari with that court (Case No.

2D2024-1642).

The court subsequently denied UAV’s motion to enforce the stay and Private TMTG’s motion to stay the stay pending certiorari review on September 2, 2024, and September 23, 2024,

respectively.

On December 11, 2024, the Second District Court of Appeal heard argument on Private TMTG’s appeal of the trial court’s order granting UAV’s motion to stay.

Accordingly, 785,825 shares of TMTG Common Stock, which represents the Court’s calculation for the difference between a ratio of 1.348 :1 and 1.4911 :1, were released from escrow (the “Court Ratio”).

Both parties still retain the option to file an appeal within 30 days after the Court of Chancery’s final order.

In connection with the Court of Chancery’s final order, 238,692 Common Shares deposited in the Non-ARC Class B Shareholders Escrow Agreement, representing the Court Ratio, were released to the applicable holders, subject to the terms and conditions of the Non-ARC Class B Shareholders Escrow Agreement and the Securities Act of 1933, as amended.

On October 23, 2024, ARC filed a motion for a $ 1,000,000 fee award.

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

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

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

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

On February 11, 2026, the Delaware Supreme Court heard oral argument as to both the appeal and cross appeal.

Litigation with Orlando in Delaware

On March 15, 2024, Plaintiff Patrick

Orlando brought a lawsuit against Digital World in the Chancery Court seeking advancement of legal fees associated with Mr.

Orlando’s involvement in civil litigation against Digital World in Florida and certain other matters (the “Advancement

Lawsuit”) (C.A.

2024-0264-LWW).

On March 15, 2024, Plaintiff Patrick Orlando brought a lawsuit against Digital World in the Court of Chancery seeking advancement of legal fees associated with Mr.

Orlando’s involvement in civil litigation against Digital World in Florida and certain other matters (the “Advancement Lawsuit”) (C.A.

2024-0264-CDW).

Orlando’s allegations relate to certain provisions in the Digital World Charter, Digital World’s bylaws, and an indemnity agreement allegedly entered into between Mr.

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Orlando alleges that those certain provisions require Digital World to pay the legal fees Mr.

Orlando incurred and will incur in connection with legal proceedings in which he is involved by reason of the fact that he is or was a director or

officer of Digital World.

to be incurred for those proceedings, (iii) requires Digital World to pay the fees incurred to bring the Advancement Lawsuit, and (iv) requires Digital World to pay pre- and post-judgment interest on the amounts owed to Mr.

3, 2024, the Chancery Court entered a Stipulation and Advancement Order (“Stipulation”) stating that Mr.

Orlando is entitled to advancement of attorneys’ fees and costs incurred with legal proceedings described in the Stipulation, subject to

Digital World’s right to challenge the reasonableness of those attorneys’ fees and costs.

Orlando incurred and will incur in connection with legal proceedings in which he is involved by reason of the fact that he is or was a director or officer of Digital World.

Orlando seeks a court order that (i) declares that he is entitled to legal fees for certain proceedings described in the complaint, (ii) requires Digital World to pay for legal fees incurred and future legal fees to be incurred for those proceedings, (iii) requires Digital World to pay the fees incurred to bring the Advancement Lawsuit, and (iv) requires Digital World to pay pre- and post-judgment interest on the amounts owed to Mr.

On April 3, 2024, the Court of Chancery entered a Stipulation and Advancement Order (“Stipulation”) stating that Mr.

Orlando is entitled to advancement of attorneys’ fees and costs incurred with legal proceedings described in the Stipulation, subject to Digital World’s right to challenge the reasonableness of those attorneys’ fees and costs.

The Stipulation further states that Mr.

Orlando is entitled to fees incurred in connection with enforcement of advancement rights and sets forth

procedures that will govern future requests for advancement of attorneys’ fees and costs.

As of January 30, 2025, TMTG had paid or agreed to pay approximately $ 3,500.0 to Mr.

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

As of February 23, 2026, TMTG had paid or agreed to pay approximately $ 22 million to Mr.

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

On April 23, 2024, Mr.

Orlando filed a motion for leave to supplement the Advancement

Lawsuit to add a claim for advancement of legal fees and expenses Mr.

Orlando filed a motion for leave to supplement the Advancement Lawsuit to add a claim for advancement of legal fees and expenses Mr.

Orlando had incurred and would incur in connection with his defense of an action for declaratory judgment brought by members of ARC regarding Mr.

Orlando’s removal as the

managing member of ARC (the “ARC Removal Action”).

Orlando also sought reimbursement for the legal fees and expenses incurred in connection with his supplement to the Advancement Lawsuit, and he sought pre-judgment and post-judgment

interest on the amounts he claimed were owed to him.

Orlando’s removal as the managing member of ARC (the “ARC Removal Action”).

Orlando also sought reimbursement for the legal fees and expenses incurred in connection with his supplement to the Advancement Lawsuit, and he sought pre-judgment and post-judgment interest on the amounts he claimed were owed to him.

On August 1, 2024, plaintiffs in the ARC Removal Action dismissed their complaint without prejudice.

On August 8, 2024, Mr.

Orlando dismissed his supplemental claims in the Advancement

Lawsuit without prejudice.

The Advancement Lawsuit remains open on the Chancery Court’s docket.

Litigation with Orlando and Benessere

in Miami, Florida

On April 2, 2024, Patrick Orlando and

Benessere Investment Group, LLC (“Benessere”) filed suit against TMTG in the Circuit Court of the Eleventh Judicial District in Miami-Dade County Florida (Docket No.

Orlando dismissed his supplemental claims in the Advancement Lawsuit without prejudice.

On February 10, 2025, Mr.

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

On March 12, 2025, the Court

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

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

Orlando to “provide

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

On March 31, 2025, Mr.

Orlando filed a motion seeking advancement of certain disputed fees.

On April 8, 2025, Mr.

Orlando filed a motion for sanctions, which he subsequently withdrew.

On June 23, 2025,

Orlando filed another motion seeking advancement of certain disputed fees.

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

On September 24, 2025, the Court granted

in part and denied in part the Fee Motions.

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

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

On November 5, 2025, the Court reassigned the action to Vice Chancellor Fioravanti for the limited purpose of resolving the November 4 exception.

On November 24, 2025 Digital World filed its opening

brief in support of the November 4 exception.

On December 15, 2025, Mr.

Orlando filed a motion to strike that opening brief, which the Vice Chancellor denied on January 30, 2026.

On December 7, 2025, Mr.

Orlando filed a motion for contempt and sanctions, which the Magistrate granted in a bench ruling on January 5, 2026.

On December 31, 2025, Mr.

Orlando filed another motion seeking advancement of certain disputed fees, which is fully briefed.

On January 8, 2026, Digital World filed an exception to the January 5 contempt order.

On January 20, 2026, the Court ordered the Magistrate to conduct a procedural review of the January 9 exception.

On January 21, 2026, the Magistrate recommended that Vice Chancellor Fioravanti hear the November 4 exception and January 9 exception together.

Litigation with Orlando and Benessere in Miami, Florida

On April 2, 2024, Patrick Orlando and Benessere Investment Group, LLC (“Benessere”) filed suit against TMTG in the Circuit Court of the Eleventh Judicial District in Miami-Dade County Florida (Docket

2024-005894-CA-01).

Orlando and Benessere seek a declaratory judgment that

TMTG is restricted from disclosing material exchanged with Orlando and Benessere pursuant to a joint defense agreement previously entered into by the Parties in addition to a request for damages for any breach of the joint defense agreement.

Also on April 3, 2024, Orlando and Benessere filed a motion for preliminary injunction for enforcement of the joint defense agreement.

As of January 30, 2025, the motion for preliminary injunction had not been set for hearing.

30, 2024, the Court scheduled a three-day trial beginning on September 3, 2025.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Litigation with Odyssey Transfer &

Trust Company in Delaware

On June 20, 2024, TMTG’s transfer

agent, Odyssey filed an interpleader action in the U.S.

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

24-CV-00729).

The complaint pertains to the ongoing dispute regarding share ownership between Michael Melkersen and ARC and includes

TMTG as a nominal defendant.

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

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

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

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

On August 13, 2024, TMTG

filed its answer and crossclaims against Mr.

Melkersen and ARC.

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

On September 3, 2024, ARC filed a motion to dismiss TMTG’s crossclaims on the grounds

of forum non conveniens.

On October 14, 2024, Mr.

Melkersen filed his answer to the complaint for interpleader.

This matter remains pending.

Litigation with RejuveTotal in New

On October 21, 2024, RejuveTotal LLC

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

655551/2024).

The complaint alleged breach of contract, and sought equitable relief as well as

indemnification and reimbursement of costs and expenses, in connection with Rejuve’s role as Purchaser Representative under the Merger Agreement.

As of January 30, 2025, defendants in this matter had not yet been served.

On December 23, 2024, TMTG filed suit

against Rejuve in the Supreme Court of the State of New York, New York County (Index No.

Orlando and Benessere sought a declaratory judgment that TMTG is restricted from disclosing material exchanged with Mr.

Orlando and Benessere pursuant to a joint defense agreement previously entered into by the parties in

addition to a request for damages for any breach of the joint defense agreement.

On July 1, 2025, the parties filed a joint stipulation, agreeing to dismiss the case with prejudice pursuant to a confidential settlement agreement.

On September 3,

2025, the Court dismissed the case.

On December 2, 2025, Mr.

Orlando and Benessere filed a motion to enforce the settlement agreement.

Arbitration with ARC in New York

On December 1, 2025, ARC submitted to the American Arbitration Association (“AAA”) a demand for arbitration with TMTG regarding access to privileged communications with a law firm

that represented DWAC (Case Number:

01-25-0009-1364).

In the complaint, TMTG seeks declaratory and injunctive relief against Rejuve arising out of Rejuve’s alleged conduct as Purchaser

Representative under an Agreement and Plan of Merger dated as of October 20, 2021.

On January 13, 2025, TMTG filed an application, by way of a proposed order to show cause, for a preliminary injunction prohibiting Rejuve from taking any

further action in its alleged capacity as Purchaser Representative under the Merger Agreement.

On January 23, 2025, the Court approved a stipulation to stay the action pending resolution of the arbitration before the American Arbitration

Association seeking to recover its fees and expenses from TMTG that Rejuve allegedly incurred as Purchaser Representative (which TMTG presently anticipates will be concluded in March 2025), and to enjoin Rejuve from acting as Purchaser

Representative except with respect to its participation in the arbitration.

On January 12, 2026, the AAA appointed Marilyn Salzman as the arbitrator to conduct a hearing in New York County, New York.

Litigation with ARC in the Third Circuit

On November 26, 2025, Odyssey filed a notice in the Third Circuit Court of Appeals (C.A.

25-cv-03324) seeking review of the District of Delaware’s October 23 Order dismissing the District Court action (C.A.

24-cv-00729).

NOTE 17 – SEGMENT INFORMATION

We report our operating results through one reportable

social media and streaming.

Our Chief Operating Decision Maker (CODM), as of December 31, 2024, was our Chief Executive Officer.

Our CODM evaluates the performance of and allocates resources to

our segment based on our consolidated net loss and earnings before interest, taxes, depreciation and amortization (Segment EBITDA).

Segment EBITDA is defined as segment revenue less operating costs and expenses, excluding depreciation and

amortization, interest income or expense (net), provision or benefit for income taxes, change in fair value of derivative liabilities, and stock-based compensation expense.

We believe Segment EBITDA serves as a measure that assists our CODM and

our investors in comparing our segment performance on a consistent basis.

To date, we have generated limited advertising revenue through Truth Social and no advertising revenue through our newly launched streaming operations, Truth+.

expect to incur significant expenses and operating losses for the foreseeable future as we build and grow our streaming and infrastructure operations.

Our CODM does not use assets by segment to evaluate performance or allocate resources;

therefore, we do not provide disclosure of assets by segment.

Review of cash forecast models is used to assess the entity-wide result and performance, and inform investment decisions by our CODM.

Net loss and Segment EBITDA are

used to monitor budgeted versus actual results.

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

We added the Truth.Fi operating segment to our social media and streaming segment.

We report our operating results through two reportable segments:

Media and Truth.Fi:

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

Truth+ began paid streaming subscriptions of our

Patriot Package in July 2025.

Truth.Fi, will provide separately managed accounts (“SMAs”);

customized exchange-traded funds and/or exchange-traded products (collectively, “ETFs”) invested in America First principles, and bitcoin and similar

cryptocurrencies or crypto-related securities.

The “Corporate & Other” category presented in the following tables is not considered an operating segment.

It consists primarily of costs and expenses related to executing our digital asset treasury

strategy and includes the realized and unrealized gains and losses from our digital asset treasury strategy, third-party costs associated with our digital asset holding strategy, net interest expense primarily related to long-term debt obligations

(used to fund our digital asset treasury strategy), and income tax effects generated from our digital asset treasury strategy and related debt issuance.

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

Our Chief Operating Decision Maker (CODM), as of December 31, 2025, is our Chief Executive Officer.

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

earnings before interest, taxes, depreciation and amortization (Segment EBITDA).

Segment EBITDA is defined as segment revenue less operating costs and expenses, excluding depreciation and amortization, interest income or expense (net), provision or

benefit for income taxes, change in fair value of derivative liabilities, loss on extinguishment of debt and stock-based compensation expense.

We believe Segment EBITDA serves as a measure that assists our CODM and our investors in comparing our

segment performance on a consistent basis.

Our CODM uses cash, cash equivalents, restricted cash, short-term investments, and equity securities as part of the evaluation of performance and allocation of resources within our corporate & other category.

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

For the years ended December 31, 2024 and 2023, all revenues were earned from our Media segment from advertising.

For the year ended December 31, 2025, our Media segment earned revenue of $ 3,425.3 and $ 257.3 from advertising and subscriptions, respectively.

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

Consolidated net loss and Segment EBITDA are used to monitor

budgeted versus actual results.

Additionally, review of budgeted versus actual results is used in assessing performance of the segment.

The following table presents our segment information for the periods indicated and, because we currently only have one segment, net income/(loss) is identical to the information presented in the “Consolidated Statement of Operations” above:

As part of the segment reorganization, we reallocated our Segment EBITDA to each reporting unit and corporate & other.

We have reflected this reallocation in all historical periods presented.

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

(in thousands)

Year Ended December 31,

Net income/(loss)

Provision for income tax

Other segment items (1)

Segment EBITDA

Other segment items (2)

Segment EBITDA

Total revenue

Total other segment items

Total Segment EBITDA

Interest (income)/expense, net

Depreciation and amortization

Depreciation & amortization

Stock-based compensation

Change in fair value of derivative liabilities

Loss on extinguishment of debt

Corporate & other

Segment EBITDA

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

December 31, 2025

December 31, 2024

Cash, cash equivalents, and restricted cash

Short-term investments

Equity securities

(1) Other segment items in Media are primarily composed of cost of sales, personnel costs-excluding stock-based compensation, data center and system infrastructure costs excluding depreciation, and sales and marketing.

(2) Other segment items in Truth.Fi are primarily composed of professional fees, licensing fee, personnel costs, and marketing cost associated with the launch of ETFs and SMAs.

NOTE 18 – SUBSEQUENT EVENTS

On January 28, 2025, TMTG granted equity compensation of 25,946 RSUs each (a total of 155,676 RSUs) to non-employee directors;

the RSUs will vest in accordance with such directors’ disclosure on Form 4.

The board also approved industry-standard cash retainers for non-employee directors ranging from $ 11,900 to $ 19,900 per quarter (with the amount varying based on committee

On January 29, 2025, TMTG announced a financial services and 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.

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

customized exchange-traded funds;

and Bitcoin and similar cryptocurrencies or crypto-related securities.

On February 4, 2025, TMTG

signed a services agreement and a licensing agreement with an affiliate of Yorkville.

Subject to necessary approvals, such affiliate will act as the Registered Investment Advisor for the new financial vehicles.

On February 2, 2025, TMTG granted a cumulative total of 1,115,000 RSUs as equity compensation to non-executive employees, all of which remain unvested as of the date hereof.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by

the undersigned, thereunto duly authorized.

On January 20, 2026, we announced the record date for our digital token initiative (initially announced on December 31, 2025), would be February 2, 2026.

Ultimate beneficial owners

and direct registered holders of at least one whole share of DJT common stock as of the record date will be eligible to receive tokens and associated incentives.

We will partner with Crypto.com to mint the digital tokens, display them on the

blockchain, and custody the digital assets pending distribution.

We anticipate various rewards being made available to record-date stockholders periodically throughout 2026.

Such rewards may include benefits or discounts tied to our products such as

Truth Social, Truth+ and Truth Predict.

On January 28, 2026, our consolidated VIE, announced it had entered into an agreement to reorganize the God Bless America ETF (Ticker:

YALL) into the Truth Social Funds.

by shareholders of the God Bless America ETF, the asset purchase agreement is expected to close in the second quarter of 2026.

On February 19, 2026, our consolidated VIE, announced it had entered into an agreement to reorganize the Point Bridge America First ETF (Ticker:

MAGA) into the Truth Social Funds.

approved by shareholders of the Point Bridge America First ETF, the asset purchase agreement is expected to close in the second quarter of 2026.

On February 27, 2026, we were authorized by the Board of Directors to explore the future structure of the Company as we proceed with

the pending merger with TAE Technologies, Inc.

Management is in ongoing discussions with TAE and Texas Ventures Acquisition III Corp.

TVA) (“Texas Ventures III”), a related-entity, regarding potential alternatives for the assets

and liabilities of TMTG of businesses including Truth Social into a new publicly-traded company (“SpinCo”) following the closing of the previously announced pending merger transaction between TMTG and TAE.

In this considered option, shares of

SpinCo would be distributed to shareholders of record of TMTG prior to the closing of the merger with TAE, and thereafter SpinCo would merge with Texas Ventures III.

The TAE businesses, along with certain of TMTG’s businesses and assets, would

remain with the current public company (TMTG) following the completion of the spin-off.

The previously announced merger will combine the strength of TMTG’s existing balance sheet with TAE’s leading technologies.

The potential transaction under

consideration by management and subject to final approval by the Board is intended to create shareholder value through the creation of pure play companies, each with distinct strategies.

Certain affiliates of Yorkville America are executive

officers of Texas Ventures III, as well as certain executives of TMTG were formerly executive officers of TVA.

Due to the preliminary nature of the ongoing evaluation of a plan, no further disclosures are deemed necessary.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned,

thereunto duly authorized.

Trump Media & Technology Group Corp.

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(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the

capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates

/s/ Devin Nunes

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February 27, 2026

/s/ David Bernhardt

February 27, 2026

David Bernhardt

/s/ George Holding

February 27, 2026

George Holding

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

What changed 10-K

Item 9A. Controls and Procedures