Trump Media & Technology Group Corp. 10-K

Item 9A. Controls and Procedures 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, 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. 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, 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. 105 Table of Contents 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 statements. 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 in U.S. 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. 106 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Trump Media & Technology Group Corp. Sarasota, Florida 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, 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. 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. 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 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. 107 Table of Contents /s/ Semple, Marchal & Cooper, LLP Certified Public Accountants Phoenix, Arizona February 27, 2026 108 Table of Contents Item 9B. Other Information (a) None. (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). Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevents Inspections Not applicable. PART III - OTHER INFORMATION Item 10. Directors, Executive Officers and Corporate Governance 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 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. 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 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: 401 N. Cattlemen Rd., Ste. 200, 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 . There have been no material changes to the procedures by which security holders may recommend nominees to our Board. 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. 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 believes that its Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report. 109 Table of Contents Item 11. 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.” Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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 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. Donald J. Trump Jr. 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. Item 13. 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 “Certain Relationships and Related Party Transactions”, “Proposal I - Election of Directors” and “Meetings and Board Committees.” Item 14. 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 caption “Proposal II - Ratification of Appointment of Independent Registered Public Accounting Firm.” PART IV Item 15. Exhibit and Financial Statement Schedules (a) Documents filed as part of this report (1) All financial statements 110 Table of Contents (2) 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. (3) Exhibits required by Item 601 of Regulation S-K 111 Table of Contents Exhibit No. Description of Exhibits 2.1† 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) 2.2 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 Corp. and Yorkville Acquisition Sponsor, LLC 2.3 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). 3.1 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) 3.2 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. on April 30, 2025) 4.1 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. on September 9, 2021). 4.2 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). 4.3 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). 4.4 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). 4.5# 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) 4.6 Form of 0.00% Convertible Senior Secured Note due 2028 (included within Exhibit 4.5) 4.7 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) 4.8 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) 4.9* Description of Registrant’s Securities 10.1 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. on September 9, 2021). 10.2+ 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 & Technology Group Corp. on April 30, 2025). 10.3+ 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). 10.4+ 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. on February 12, 2024). 10.5+ 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). 112 Table of Contents 10.6+ 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. 4 to the Registration Statement on Form S-4, filed by Digital World Acquisition Corp. on February 12, 2024). 10.7+ 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). 10.8*+ † TMTG Executive Employment Agreement with Vladimir Novachki, dated January 16, 2023. 10.9*+ TMTG Amendment to Executive Employment Agreement with Vladimir Novachki, dated January 16, 2023. 10.10 Second Amended & Restated License, Likeness, Exclusivity and Restrictive Covenant Agreement, dated February 2, 2024, by and among President Donald J. 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). 10.11 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). 10.12 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). 10.13 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). 10.14 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. on April 1, 2024). 10.15 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. on March 26, 2024). 10.16 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). 10.17 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). 10.18 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). 10.19 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) 10.20 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. on August 9, 2024). 10.21†# 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) 10.22† 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) 10.23 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) 113 Table of Contents 10.24 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) 10.25 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) 10.26 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). 10.27 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). 10.28 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). 14.1 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). 16.1 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). 16.2 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). 19.1 Trump Media & Technology Group Corp. Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K, filed by Trump Media & Technology Group Corp. on February 14, 2025). 21.1* List of Subsidiaries of Trump Media & Technology Group Corp. 23.1* Consent of Independent Registered Public Accounting Firm 31.1* Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 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). 101.INS 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. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit). 114 Table of Contents * 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 request. Item 16. Form 10-K Summary None. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (SEMPLE, MARCHAL & COOPER, LLP PCAOB ID # 178 ) F-1 Consolidated Financial Statements Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024, and 2023 F-5 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025, 2024, and 2023 F-6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023 F-7 Notes to Consolidated Financial Statements F-8 115 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Trump Media & Technology Group Corp. Sarasota, Florida Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Trump Media & Technology Group Corp. (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 “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, 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. 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. 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. 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. 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: (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 a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F-1 Table of Contents Evaluation of audit evidence pertaining to the existence and control of the Company’s digital assets Description of the Critical Audit Matter 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 procedures. 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 Certified Public Accountants We have served as the Company's auditor since 2024. Phoenix, Arizona February 27, 2026 F-2 Table of Contents TRUMP MEDIA & TECHNOLOGY GROUP CORP. CONSOLIDATED FINANCIAL STATEMENTS 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 F-3 Table of Contents TRUMP MEDIA & TECHNOLOGY GROUP CORP. Consolidated Balance Sheets (in thousands except share and per share data) December 31, 2025 December 31, 2024 Assets Current Assets: Cash and cash equivalents (1) $ 134,557.6 $ 170,236.1 Restricted cash 31,330.5 - Short-term investments 305,053.3 606,547.3 Equity securities (Note 2) 722,069.1 - Prepaid expenses and other current assets 9,992.3 7,457.3 Accounts receivable, net 244.5 17.4 Total current assets 1,203,247.3 784,258.1 Convertible note receivable 200,000.0 - Interest receivable 498.6 - Property and equipment, net 3,051.6 4,366.0 Goodwill 120,884.2 120,884.2 Digital assets (Note 5) 904,370.6 - Digital assets pledged (Note 5) 175,300.4 - Intangible assets, net 19,829.6 25,363.1 Right-of-use assets, net 2,505.3 3,416.1 Total assets 2,629,687.6 938,287.5 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable and accrued expenses (1) 32,294.3 10,167.5 Convertible notes payable (Note 11) 941,893.9 - Related party payables 262.0 262.0 Unearned revenue 30.4 1,010.7 Current portion of long-term debt 4,780.5 4,780.5 Current portion of operating lease liability 836.2 1,080.8 Total current liabilities 980,097.3 17,301.5 Long-term operating lease liability 1,723.5 2,559.7 Long-term debt - other 442.6 4,836.2 Deferred tax liability 560.1 - Total liabilities 982,823.5 24,697.4 Commitments and contingencies (Note 16) 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 28.1 22.1 Paid in Capital 5,360,448.8 3,861,662.4 Treasury stock, at cost ( 4,279,691 and 128,138 shares) ( 56,516.3 ) ( 2,908.7 ) Accumulated Deficit ( 3,657,247.1 ) ( 2,945,185.7 ) Total stockholders’ equity 1,646,713.5 913,590.1 Noncontrolling interest 150.6 - Total equity 1,646,864.1 913,590.1 Total liabilities and stockholders’ equity/(deficit) $ 2,629,687.6 $ 938,287.5 (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. F-4 Table of Contents TRUMP MEDIA & TECHNOLOGY GROUP CORP. Consolidated Statements of Operations Year Ended (in thousands except share and per share data) December 31, 2025 December 31, 2024 December 31, 2023 Net sales $ 3,682.6 $ 3,618.8 $ 4,131.1 Operating costs and expenses (1) Cost of revenue 1,675.2 619.0 164.9 Research and development 42,773.8 49,104.3 9,715.7 Sales and marketing 2,500.0 6,383.7 1,279.6 General and administration 119,133.4 130,616.8 8,878.7 Realized and unrealized loss, net, on digital assets and digital assets pledged 403,222.6 - - Depreciation and amortization 7,421.3 2,933.9 59.6 Total operating costs and expenses 576,726.3 189,657.7 20,098.5 Loss from operations ( 573,043.7 ) ( 186,038.9 ) ( 15,967.4 ) Interest income 46,561.3 14,722.2 - Interest expense ( 27,348.4 ) ( 3,089.8 ) ( 39,429.1 ) Investment loss ( 182,956.0 ) - - Litigation settlements 25,006.7 - - Change in fair value of derivative liabilities - ( 225,916.0 ) ( 2,791.6 ) Loss on the conversion of convertible debt - ( 542.3 ) - Loss from operations before income taxes ( 711,780.1 ) ( 400,864.8 ) ( 58,188.1 ) Income tax expense ( 560.1 ) - ( 1.1 ) Net loss ( 712,340.2 ) ( 400,864.8 ) ( 58,189.2 ) Less net loss attributable to noncontrolling interest 278.8 - - Net loss available to common stockholders $ ( 712,061.4 ) $ ( 400,864.8 ) $ ( 58,189.2 ) Loss per Share attributable to common stockholders: Basic $ ( 2.80 ) $ ( 2.36 ) $ ( 0.67 ) Diluted* $ ( 2.80 ) $ ( 2.36 ) $ ( 0.67 ) Weighted Average Shares used to compute net loss per share available to common stockholders: Basic 254,537,040 169,630,052 87,500,000 Diluted 254,537,040 169,630,052 87,500,000 (1) Costs of operating expenses include stock-based compensation expense as follows: Research and development $ 21,957.0 $ 30,142.5 $ - General and administration 37,234.1 77,244.6 - Total stock-based compensation expense $ 59,191.1 $ 107,387.1 $ - * Loss per share attributable to common stockholders for diluted calculation is based on the Basic weighted shares as these are not dilutive. The basic and diluted loss per share attributable to common stockholders are therefore the same. The Notes to Consolidated Financial Statements are an integral part of these statements. F-5 Table of Contents TRUMP MEDIA & TECHNOLOGY GROUP CORP. Consolidated Statements of Stockholders’ (Deficit)/Equity (in thousands, except share data) Common Stock Number of Shares Par Value $0.0001 Treasury Stock Number of Shares Treasury Stock Paid in Capital Accumulated Deficit Total Stockholders’ (Deficit)/ Equity Noncontrolling Interest Total (Deficit)/ Equity Balance as of January 1, 2023 87,500,000 $ 8.8 - $ - $ - $ ( 8,581.5 ) $ ( 8,572.7 ) $ - $ ( 8,572.7 ) Net loss - - - - - ( 58,189.2 ) ( 58,189.2 ) - ( 58,189.2 ) Balance as of December 31, 2023 87,500,000 8.8 - - - ( 66,770.7 ) ( 66,761.9 ) - ( 66,761.9 ) Issuance of earnout shares 40,000,000 4.0 - - 2,477,546.2 ( 2,477,550.2 ) - - - Conversion of convertible notes upon reverse capitalization 6,014,534 0.6 - - 300,425.4 - 300,426.0 - 300,426.0 Stock based compensation 1,899,234 0.2 - - 107,387.1 - 107,387.3 - 107,387.3 Vesting of restricted stock units 607,003 - - - - - - - - Issuance of common stock upon reverse capitalization 41,346,049 4.1 - - 219,617.5 - 219,621.6 - 219,621.6 Exercise of warrants 10,445,682 1.1 - - 119,828.4 - 119,829.5 - 119,829.5 Conversion of convertible notes in common stock 6,250,000 0.6 - - 49,999.4 - 50,000.0 - 50,000.0 Common stock issued from SEPA 20,655,365 2.1 - - 454,849.5 - 454,851.6 - 454,851.6 Acquisition of WCT, net of offering costs 5,042,770 0.5 - - 132,009.0 - 132,009.5 - 132,009.5 Common stock for ARC settlement 1,024,517 0.1 - - ( 0.1 ) - - - - Treasury stock - - ( 128,138 ) ( 2,908.7 ) - - ( 2,908.7 ) - ( 2,908.7 ) Net loss - - - - - ( 400,864.8 ) ( 400,864.8 ) - ( 400,864.8 ) Balance as of December 31, 2024 220,785,152 22.1 ( 128,138 ) ( 2,908.7 ) 3,861,662.4 ( 2,945,185.7 ) 913,590.1 - 913,590.1 Exercise of warrants 26,127 - - - 300.1 - 300.1 - 300.1 Stock based compensation - - - - 59,191.1 - 59,191.1 - 59,191.1 Common stock issued in PIPE 55,857,181 5.6 - - 1,392,401.4 - 1,392,407.0 - 1,392,407.0 Common stock issued to purchase digital assets 2,797,985 0.3 - - 46,893.9 - 46,894.2 - 46,894.2 Vesting of restricted stock units 1,537,560 0.1 - - ( 0.1 ) - - - - Treasury stock - - ( 4,151,553 ) ( 53,607.6 ) - - ( 53,607.6 ) - ( 53,607.6 ) Contribution for non-controlling interest - - - - - - - 429.4 429.4 Net loss - - - - - ( 712,061.4 ) ( 712,061.4 ) ( 278.8 ) ( 712,340.2 ) Balance as of December 31, 2025 281,004,005 $ 28.1 ( 4,279,691 ) $ ( 56,516.3 ) $ 5,360,448.8 $ ( 3,657,247.1 ) $ 1,646,713.5 $ 150.6 $ 1,646,864.1 The Notes to the Consolidated Financial Statements are an integral part of these statements. F-6 Table of Contents TRUMP MEDIA & TECHNOLOGY GROUP CORP. Consolidated Statements of Cash Flows Year Ended (in thousands) December 31, 2025 December 31, 2024 December 31, 2023 Cash flows from operating activities Net loss $ ( 712,340.2 ) $ ( 400,864.8 ) $ ( 58,189.2 ) Adjustments to reconcile net loss to net cash provided by/(used in) operating activities: Non-cash interest expense on debt 26,978.0 2,963.3 39,429.1 Non-cash interest income ( 498.6 ) - - Change in fair value of derivative liabilities - 225,916.0 2,791.6 Depreciation and amortization 7,421.3 2,933.9 60.4 Loss on extinguishment of debt - 542.3 - Stock based compensation 59,191.1 107,387.1 - Realized and unrealized loss, net, on digital assets and digital assets pledged 403,222.6 - - Net unrealized loss on investments 178,800.4 - - Premiums received from assigned put options 43,982.3 - - Operating lease amortization 910.8 418.9 153.8 Deferred taxes 560.1 - - Change in operating assets and liabilities Prepaid expenses and other current assets ( 18,169.0 ) ( 2,273.4 ) ( 1.6 ) Accounts receivable ( 227.2 ) 63.6 426.9 Unearned revenue ( 980.2 ) ( 3,402.4 ) 4,413.1 Operating lease liabilities ( 893.9 ) ( 203.1 ) ( 149.6 ) Accounts payable and accrued liabilities 26,800.6 5,535.9 1,332.0 Net cash provided by/(used in) operating activities 14,758.1 ( 60,982.7 ) ( 9,733.5 ) Cash flows used in investing activities Purchases of property and equipment ( 573.5 ) ( 5,033.8 ) ( 2.2 ) Purchase of intangible assets - ( 7,000.0 ) - Purchase of short-term investments ( 23,506.0 ) ( 606,547.3 ) - Sale of short-term investments 325,000.0 - - Purchase of digital assets ( 1,436,000.0 ) - - Purchase of equity securities ( 932,295.8 ) - - Sale of equity securities 92.3 - - Investment in convertible note receivable ( 200,000.0 ) - - Net cash used in investing activities ( 2,267,283.0 ) ( 618,581.1 ) ( 2.2 ) Cash flows provided by financing activities Proceeds of convertible notes 960,000.0 47,455.0 3,500.0 Repurchase of convertible notes ( 15,234.2 ) - - Repayment of convertible notes - - ( 1,000.0 ) Repayment of long-term debt ( 4,629.6 ) - - Proceeds from merger - 233,017.5 - Proceeds from PIPE 1,395,318.3 - - Payments of debt and equity offering costs ( 34,399.2 ) - - Repurchases of common stock ( 53,607.6 ) ( 2,908.7 ) - Proceeds from SEPA, net - 449,874.6 - Proceeds from the exercise of warrants, net 299.8 119,788.8 - Contribution for non-controlling interest 429.4 - - Net cash provided by financing activities 2,248,176.9 847,227.2 2,500.0 Net change in cash, cash equivalents, and restricted cash ( 4,348.0 ) 167,663.4 ( 7,235.7 ) Cash and cash equivalents, beginning of year 170,236.1 2,572.7 9,808.4 Cash, cash equivalents, and restricted cash, end of year $ 165,888.1 $ 170,236.1 $ 2,572.7 Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets Cash and cash equivalents 134,557.6 170,236.1 2,572.7 Restricted cash 31,330.5 - - Total cash, cash equivalents, and restricted cash, end of period $ 165,888.1 $ 170,236.1 $ 2,572.7 Supplemental disclosure of cash flow information Cash paid for interest $ 370.4 $ 126.5 $ - Cash paid for taxes $ 975.6 $ 1,897.7 $ - Noncash investing and financing activities Shares issued for conversion of convertible notes $ - $ 350,426.0 $ - Operating lease assets obtained in exchange for operating lease obligations $ - $ 3,481.7 $ - Common stock issued for business combination $ - $ 132,171.0 $ - Common stock issued for digital assets $ 46,894.2 $ - $ - Debt and equity offering costs $ 41,328.4 $ 10,107.5 $ - Digital asset exchanged for other digital asset $ 17,055.1 $ - $ - Digital assets pledged as collateral for call option $ 174,828.6 $ - $ - The Notes to the Consolidated Financial Statements are an integral part of these statements. F-7 Table of Contents (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 TMTG Sub Inc. f/k/a Trump Media & Technology Group Corp. (“Private TMTG” or “Predecessor TMTG” or, prior to the closing on March 25, 2024, “TMTG”), which changed its name from Trump Media Group Corp. in October 2021. The mission of TMTG is to end Big Tech’s assault on free speech by opening up the Internet and giving people their voices back. TMTG operates Truth Social, a social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations, as well as Truth+, a streaming platform focusing on family friendly live TV channels and on-demand content. TMTG 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. Merger 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: • The pre-combination equity holders of Private TMTG hold the majority of voting rights in TMTG; • The pre-combination equity holders of Private TMTG have the right to appoint the majority of the directors on TMTG’s Board; • Private TMTG senior management (executives) are the senior management (executives) of TMTG; and • Operations of Private TMTG comprise the ongoing operations of TMTG. Under the reverse recapitalization model, the Initial 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 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.” F-8 Table of Contents 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 Combination. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES Basis of Presentation 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”). Reclassifications Reclassifications of certain prior period amounts have been made to conform to the current period presentation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, the fair value of assets acquired and liabilities assumed in business acquisitions, the assessment of recoverability of our goodwill and long-lived assets, and the reported amounts of revenues and expenses during the reporting period. 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, 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, its wholly owned subsidiaries, and a VIE in which we are deemed the primary beneficiary, have been prepared in accordance with U.S. GAAP. All intercompany transactions and balances have been eliminated. 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. F-9 Table of Contents 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 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 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 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. F-10 Table of Contents 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. 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. Prepaid and deferred costs are amortized proportionally to their utilization in our operations. Property and equipment Property and equipment are recorded at cost less accumulated depreciation. Depreciation is calculated on the straight-line basis over the estimated useful lives of the assets. We regularly evaluate the estimated useful lives to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation. F-11 Table of Contents Property and equipment consist of the following: Estimated Useful Lives December 31, 2025 December 31, 2024 Property and equipment Furniture and equipment 2 - 5 years $ 42.8 $ 34.5 Computer equipment 3 years 5,719.7 5,154.6 Less: accumulated depreciation ( 2,710.9 ) ( 823.1 ) Property and equipment, net $ 3,051.6 $ 4,366.0 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 We expense software development costs, including costs to develop software products or the software component products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility typically is reached shortly before the release of such products. As a result, development costs that meet the criteria for capitalization were not material for the periods presented. 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. 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 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 incurred. 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. As of December 31, 2025, we believe such assets are recoverable; however, there can be no assurance these assets will not be impaired in future periods. Any future impairment charges could adversely impact our results of operations. Revenue recognition 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. F-12 Table of Contents 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. We 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; and - Recognition of revenue when or as we satisfy the performance obligations. 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 term. Advertising 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 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. 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, 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. F-13 Table of Contents Sales and marketing 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 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 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 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 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. 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%. 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). See Note 9 - Income Taxes. F-14 Table of Contents Leases We lease office and data center space in various locations. 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 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. 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. 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 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. Options 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. If the written option expires worthless, we keep the full premium as profit with no obligation to purchase. If a put option is exercised, we buy the security at the strike price using the cash collateral, and the premium received reduces the effective cost basis, allowing us to acquire the securities at a discount compared to direct market purchases. If a written call option is exercised, we sell the security at the strike price using our existing holdings of the security, and the premium received reduces any loss or increases any gain we may incur. F-15 Table of Contents 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 and Other . 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. Derivatives 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 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. F-16 Table of Contents 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. We have no liabilities recorded for loss contingencies. Concentrations of risks 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 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. See Note 9. Recently issued accounting standards In November 2024, the FASB issued ASU 2024-03, Income Statement (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 is effective prospectively to financial statements issued for reporting period after the effective date or retrospectively to any or all prior periods presented in the financial statements, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. Adoption of this guidance will result in additional disclosures 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. 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. F-17 Table of Contents 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 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 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 $ 233,017.5 Add: other assets $ - Less: accrued expenses $ ( 3,292.9 ) Less: notes payable $ ( 10,103.0 ) Reverse recapitalization, net $ 219,621.6 In connection with the Merger, TMTG incurred $ 1,640.2 in one-time direct and incremental transaction costs, consisting of legal and other professional fees, recorded in general and administration expenses. TMTG also issued $ 6,130.0 of bonus payments to our employees and a director of Private TMTG that were triggered by the Merger. We recorded $ 5,530.0 and $ 600.0 in general and administration expense and sales and marketing expense, respectively, for the year ended December 31, 2024. TMTG deems these to be non-recurring expenses that are not direct and incremental to the Merger. The number of shares of common stock issued immediately following the consummation of the Initial Business Combination were: F-18 Table of Contents Digital World common stock, outstanding prior to the Initial Business Combination 39,636,904 Shares issued to Digital World convertible noteholders, converted immediately prior to Initial Business Combination 1,709,145 Predecessor TMTG Shares 87,500,000 Shares issued to former TMTG convertible noteholders (1) 7,854,534 Common stock immediately after the Initial Business Combination (2) 136,700,583 (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. The number of Predecessor TMTG shares was determined as follows: Predecessor TMTG Shares Shares issued to shareholders of Predecessor TMTG Common stock 100,000,000 87,500,000 100,000,000 87,500,000 Public and private placement warrants In connection with Digital World’s initial public offering in 2021, 14,374,976 public warrants were issued (the “Public Warrants”) and 566,742 warrants were issued in a private placement (the “Private Placement Warrants”; and the Private Placement Warrants together with the Public Warrants, collectively the “Warrants”) all of which warrants remained outstanding and became warrants for the Common Stock in the Company. Additionally, pursuant to warrant subscription agreements (each a “Warrant Subscription Agreement”) entered into by and between Digital World and certain institutional investors on February 7, 2024, Digital World agreed to issue an aggregate of 3,424,510 warrants (“Convertible Note Post IPO Warrants and “Post-IPO Warrants”), each warrant entitling the holder thereof to purchase one share of the Company’s Class A common stock for $ 11.50 per share. The Convertible Note Post IPO Warrants and Post-IPO Warrants were issued concurrently with the closing of the 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. Within each trial of the simulation: 1. The stock price was simulated for the defined term ( 1.5 years, 2 years, and 3 years) after the Merger date. 2. The vest date was determined as the date the stock price achieved the different stock price thresholds, which were $ 12.50 , $ 15.00 , and $ 17.50 . 3. The payoff was calculated as the number of shares issued per tranche ( 15 million, 15 million, and 10 million) multiplied by the simulated stock price at the vest date, which varied with each simulation. 4. The payoff was discounted to the present value using the interpolated risk-free rate ranging from 4.31 % to 4.70 %. F-19 Table of Contents 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 - FAIR VALUE MEASUREMENT Fair value is defined as an exit price, representing the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. We use a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2. Significant other inputs that are directly or indirectly observable in the marketplace. Level 3. Significant unobservable inputs which are supported by little or no market activity. 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 Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets Money market funds (1) $ 101,800.4 $ - $ - Repurchase agreements - 305,053.3 - Exchange traded funds (2) 714,082.4 - - Purchased option assets (2) 7,986.7 - - Convertible note receivable - - 149,420.4 Digital assets 904,370.6 - - Digital assets pledged - 175,300.4 - Total assets measured at fair value $ 1,728,240.1 $ 480,353.7 $ 149,420.4 Liabilities Options premium liabilities (3) $ 21,433.9 $ - $ - Convertible notes - - 945,197.0 Total liabilities measured at fair value $ 21,433.9 $ - $ 945,197.0 F-20 Table of Contents As of December 31, 2024 Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Money market funds (1) $ 160,084.0 $ - $ - Repurchase agreements - 606,547.3 - Total assets measured at fair value $ 160,084.0 $ 606,547.3 $ (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. The 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 Units Cost Basis Fair Value Units Cost Basis Fair Value Bitcoin 9,542.16 $ 1,131,024.3 $ 836,371.8 - $ - $ - Cronos 756,079,523.00 113,949.3 67,998.8 - - - $ 1,244,973.6 $ 904,370.6 - $ - $ - The following table presents a reconciliation of our digital asset holdings: Bitcoin Cronos Balance at December 31, 2024 $ - $ - Purchases of digital assets 1,386,000.0 96,894.2 Exchange of digital assets ( 17,055.1 ) 17,055.1 Derecognition of digital assets ( 174,828.6 ) - Loss from derecognition ( 63,092.1 ) - Unrealized loss on digital assets (1) ( 294,652.4 ) ( 45,950.5 ) Balance at December 31, 2025 $ 836,371.8 $ 67,998.8 (1) Excludes unrealized gain on digital assets pledged of $ 472.4 for the year ended December 31, 2025. F-21 Table of Contents 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 by segment: Media Truth.Fi Total Balance at December 31, 2023 $ - $ - $ - Goodwill related to WorldConnect Technologies, LLC acquisition 120,884.2 - 120,884.2 Balance at December 31, 2024 $ 120,884.2 $ - $ 120,884.2 Balance at December 31, 2025 $ 120,884.2 $ - $ 120,884.2 Finite-lived intangible assets, net, are summarized as follows: December 31, 2025 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible asset Source code and technology $ 24,500.0 $ ( 6,902.0 ) $ 17,598.0 Exclusivity rights 3,100.0 ( 868.4 ) 2,231.6 Intangible assets, net $ 27,600.0 $ ( 7,770.4 ) $ 19,829.6 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible asset Source code and technology $ 24,500.0 $ ( 1,991.2 ) $ 22,508.8 Exclusivity rights 3,100.0 ( 245.7 ) 2,854.3 Intangible assets, net $ 27,600.0 $ ( 2,236.9 ) $ 25,363.1 F-22 Table of Contents 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: 2026 $ 5,529.9 2027 5,533.5 2028 5,548.7 2029 3,217.5 $ 19,829.6 NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following: December 31, 2025 December 31, 2024 Accounts payable $ 3,848.0 $ 1,483.3 Other accrued expenses 6,904.0 7,443.4 Income tax payable 0.2 732.6 Franchise tax payable 108.2 508.2 Option premium liabilities 21,433.9 - Accounts payable and accrued expenses $ 32,294.3 $ 10,167.5 NOTE 8 - LEASES 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: Classification December 31, 2025 December 31, 2024 Lease assets Operating lease cost ROU assets, net Assets $ 2,505.3 $ 3,416.1 Total lease assets $ 2,505.3 $ 3,416.1 Lease liabilities Operating lease liabilities, current Current liabilities $ 836.2 $ 1,080.8 Operating lease liabilities, non-current Liabilities 1,723.5 2,559.7 Total lease liabilities $ 2,559.7 $ 3,640.5 F-23 Table of Contents The components of lease costs, which are included in loss from operations in our consolidated statements of operations were as follows: Year Ended (in thousands) December 31, 2025 December 31, 2024 December 31, 2023 Lease costs Operating lease costs $ 1,152.6 $ 537.8 $ 179.5 Variable lease costs 150.1 170.8 108.1 Short term lease costs 34.1 33.3 44.0 Total lease costs $ 1,336.8 $ 741.9 $ 331.6 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) 2026 $ 1,009.6 2027 1,005.1 2028 770.9 2029 87.9 Total future minimum lease payments 2,873.5 Amount representing interest ( 313.8 ) Present value of net future minimum lease payments $ 2,559.7 NOTE 9 - INCOME TAXES 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) Amount Percent U.S. Statutory federal tax rate $ ( 149,473.8 ) ( 21.0 %) State and local income tax State tax net of federal benefit Florida ( 24,006.8 ) ( 3.4 ) Other ( 5,704.9 ) ( 0.8 ) Change in valuation allowance 29,792.3 4.2 Permanent items Non-deductible expenses 6,457.2 0.9 Change in valuation allowance 143,496.1 20.1 Income tax expense and effective tax rate $ 560.1 - 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) 2024 2023 U.S. Statutory federal tax rate $ ( 84,181.6 ) $ ( 12,219.7 ) State and local income tax State tax net of federal benefit Florida - - Other - - Change in valuation allowance - - Permanent items Other Non-deductible expenses 64,199.3 335.7 Change in valuation allowance 19,982.3 11,885.1 Income tax expense and effective tax rate $ - $ 1.1 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: (in thousands) December 31, 2025 December 31, 2024 Deferred tax assets Research, development and capital raising costs $ 2,681.6 $ 3,138.7 Right of Use Assets and Liabilities 57.1 45.3 Net operating loss (NOL) 60,124.1 31,456.6 Unrealized loss on equity securities 43,862.4 - Unrealized on digital assets 98,916.5 - Stock-based compensation expense 2,744.2 - Intangible assets 1,266.7 - Convertible debenture and other debt 28.2 - Unearned revenues 7.3 - Total deferred tax assets 209,688.1 34,640.6 Deferred tax liabilities Property and equipment ( 494.4 ) ( 579.6 ) Intangible Assets ( 2,800.7 ) ( 396.4 ) Total deferred tax liabilities ( 3,295.1 ) ( 976.0 ) Net deferred tax assets 206,393.0 33,664.6 Valuation allowance ( 206,953.1 ) ( 33,664.6 ) Net deferred tax, net of valuation allowance $ ( 560.1 ) $ - F-24 Table of Contents 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. NOTE 10 – RELATED PARTY TRANSACTIONS 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 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, 2025. Advances 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 . Consulting Services Agreements 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 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 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 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. Mr. Scavino has not served as an officer or director of TMTG. F-25 Table of Contents 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 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. F-26 Table of Contents 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. Term Loan 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: 2026 $ 988,504.5 2027 500.0 Total future minimum payments 989,004.5 Less: unamortized original issue discount and debt issuance costs ( 41,887.5 ) 947,117.0 Less: current ( 946,674.4 ) $ 442.6 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. F-27 Table of Contents Total common stock equivalents excluded from dilutive loss per share are as follows: December 31, 2025 December 31, 2024 December 31, 2023 Convertible notes 28,324,940 - - Warrants 11,019,418 11,045,545 - RSUs 3,164,030 1,821,015 - Total common stock equivalents excluded from dilutive income/loss per share 42,508,388 12,866,560 - NOTE 13 – STOCKHOLDERS’ EQUITY 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. PIPE 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. F-28 Table of Contents The following table summarizes warrant activity: Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Outstanding at January 1, 2024 18,366,228 $ 11.50 5.40 Granted 3,124,999 11.50 - Exercised ( 10,445,682 ) 11.50 - Expired or cancelled - - - Outstanding at December 31, 2024 11,045,545 $ 11.50 4.31 Granted - - - Exercised 26,127 11.50 - Expired or cancelled - - - Outstanding at December 31, 2025 11,019,418 $ 11.50 3.31 Exercisable at December 31, 2025 11,019,418 $ 11.50 3.31 NOTE 14 – STOCK BASED COMPENSATION 2024 Equity Incentive Plan At our Annual Meeting of Stockholders on April 30, 2025, our stockholders approved our amended and restated 2024 Equity Incentive Plan (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: Number of Shares of Common Stock Weighted Average Grant-Date Fair Value Aggregate Intrinsic Value Outstanding at January 1, 2024 - - - Granted: RSUs 2,428,018 33.94 - Vested ( 607,003 ) 33.94 - Forfeited - - - Outstanding at December 31, 2024 1,821,015 33.94 - Granted: RSUs 3,023,481 23.29 - Vested ( 1,537,560 ) 32.42 - Forfeited ( 142,906 ) 26.70 - Outstanding at December 31, 2025 3,164,030 $ 24.83 $ 41,891.8 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, 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: Year-Ended December 31, 2025 Realized loss on derivatives $ ( 4,158.6 ) Realized gain on sale of equity securities 3.0 Unrealized loss on equity securities ( 174,138.8 ) Unrealized loss on derivatives ( 4,661.6 ) $ ( 182,956.0 ) F-29 Table of Contents 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 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. 2024-CA-001061-NC). The complaint sought a declaratory judgment affirming the appropriate conversion ratio as 1.34 :1, as previously disclosed, damages for tortious interference with the contractual and business relationship between Private TMTG and Digital World, and damages for conspiracy with unnamed co-conspirators to interfere with the same. The complaint also sought damages for Mr. Orlando’s breach of fiduciary duty, which exposed Digital World to regulatory liability and resulted in an $ 18 million penalty, and for his continuous obstruction of Digital World’s merger with Private TMTG to extort various concessions that benefited only him and harmed Digital World and its shareholders. Furthermore, the complaint sought damages for the wrongful assertion of dominion over Digital World’s assets inconsistent with Digital World’s possessory rights over those assets. On March 8, 2024, Digital World voluntarily dismissed its declaratory judgment claim against ARC. On March 17, 2024, Digital World and Private TMTG filed an amended complaint, adding a claim for violation of Florida’s Deceptive and Unfair Trade Practices Act. Digital World further alleged breach of fiduciary duty of loyalty, breach of fiduciary duty of care, and conversion claims against Mr. Orlando. With respect to ARC, Digital World alleged aiding and abetting a breach of fiduciary duty. On April 3, 2024, Defendants ARC and Mr. Orlando filed a joint motion to dismiss the amended complaint or, in the alternative, to stay the proceeding pending the Delaware Action (C.A. No. 2024-0184-LWW). Defendants ARC and Mr. Orlando also filed that same day a motion to stay discovery in the action. On May 29, 2024, Digital World moved to compel discovery from ARC and Mr. Orlando. On July 15, 2024, following a July 10 hearing, the Court entered an order denying the motion to stay discovery and motion to compel. On July 29, 2024, the Court entered an order denying the motion to dismiss or, in the alternative, to stay the proceeding for improper venue. Defendants ARC and Mr. Orlando appealed that order (C.A. No. 2D2024-1780), which the 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 Mr. Orlando related to pre-targeting and other misconduct as set forth in the SEC Complaint against Mr. Orlando, and naming UAV, Andrew Litinsky, and Wesley Moss as additional defendants. On August 15, 2024, Digital World and Private TMTG filed a motion for temporary injunction seeking to enjoin the threatened sale of Digital World stock by Defendant ARC and one of the new defendants proposed to be added through the motion for leave to file a second amended complaint. On August 28, 2024, Digital World and Private TMTG filed a renewed motion to compel, seeking prior productions to the SEC and DOJ and other documents from Defendants ARC and Mr. Orlando. On August 30, 2024, the trial court held a hearing to address several motions. During the hearing, the Court granted Digital World and Private TMTG’s motion for leave to amend and denied their motion for temporary injunction. The trial court also denied the motion to stay pending appeal filed by Defendants ARC and Mr. Orlando. On September 3, 2024, Digital World and Private TMTG filed the Second Amended Complaint. On September 4, 2024, Digital World and Private TMTG filed an expedited motion to compel, seeking production of ARC’s capitalization table, supporting documents, and an order requiring ARC to cooperate with Digital World and Private TMTG in advance of the expiration of the lock-up restriction. On September 5, 2024, Defendants ARC and Mr. Orlando filed a motion to stay pending appeal in the Second District Court of Appeal, which the Second District denied on October 18, 2024 (C.A. No. 2D2024-1780). On September 12, 2024, the Court granted in part and denied in part the expedited motion to compel, ordering production of the capitalization table and supporting documents by September 13, 2024, at 12 p.m. On that same day, Defendants ARC and Mr. Orlando filed a notice of removal in the Middle District of Florida (C.A. No. 8:24-cv-02161). On September 13, 2024, Digital World and Private TMTG filed an emergency motion to remand to state court in the Middle District of Florida, which the Middle District granted on September 17, 2024. On September 18, 2024, Digital World and Private TMTG filed an emergency motion for temporary injunction and contempt against ARC and Mr. Orlando in the state court action. On that same day, the Court held a hearing during which it granted Digital World and Private TMTG’s motion for contempt, imposed a coercive sanction against ARC and Mr. Orlando of $ 5,000 per day until they complied with the Court’s September 12 discovery order, and denied their motion for temporary injunction. Defendants ARC and Mr. Orlando have filed an appeal of that order, which the Court denied on June 13, 2025 and issued a mandate regarding the denial on July 8, 2025 (C.A. No. 2D2024-2364). F-30 Table of Contents 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 cause why ARC and Mr. Orlando should not be held in further contempt and subject to increased sanctions for their failure to comply with the Court’s September 18 contempt order. On October 3, 2024, Mr. Orlando filed an amended motion to dismiss the Second Amended Complaint or, alternatively, to stay the action. On October 15, 2024, ARC filed an amended answer, defenses, and affirmative defenses to the Second Amended Complaint, counterclaim, and third-party complaint, naming 9 additional defendants: Luis Orleans-Braganza, Lee Jacobson, Bruce J. Garelick, Justin Shaner, Eric Swider, Rodrigo Veloso, Ed Preble, Frank Andrews, and Jeffrey Smith. On October 21, 2024, UAV, Mr. Moss, and Mr. Litinsky jointly filed 3 motions: a motion to dismiss the Second Amended Complaint for failure to state a cause of action, motion to stay pending resolution of the Delaware Action, and motion to dismiss for improper venue. On November 1, 2024, Digital World and Private TMTG filed a supplemental brief in support of the October motion for order to show cause and a fee petition to recover attorneys’ fees pursuant to the September 18 contempt order. On November 18, 2024, the Court granted in part the October motion for order to show cause, ordering, inter alia , the appointment of a third-party vendor to re-collect all devices and files from ARC and Mr. Orlando and run search terms and a sanction against ARC and Mr. Orlando of $ 5,000 per day from September 18 to November 8, 2024. Defendants ARC and Mr. Orlando filed a motion for leave to amend their petition to appeal the September 18 order to include an appeal of the November 18 order, which the Court denied on February 5, 2025 (C.A. No. 2D2024-2364). On January 22, 2025, the Court held a hearing during which it heard the motion to stay pending resolution of the Delaware Action and scheduled an omnibus hearing to hear outstanding motions on March 7, 2025. At the January 22, 2025 hearing, the Court entered a temporary administrative stay of discovery as to Mr. Litinsky, Mr. Moss, and UAV pending its resolution of their motion to stay. On February 10, 2025, Mr. Orlando and ARC filed an appeal of the Court’s November 18 order, which the Second District denied on April 24, 2025 (C.A. No. 2D2025-0314). On February 19, 2025, the Court denied the October 3 motion to stay filed by Mr. Orlando and the October 21 motion to stay filed by UAV, Mr. Moss, and Mr. Litinsky, finding that this action and the Delaware Action do not “involve substantially similar issues.” On March 7, 2025, the Court held an omnibus hearing to address outstanding motions. Following the March 7 hearing, the Court entered several orders. It denied the motions to dismiss for improper venue filed by Mr. Orlando on October 3 and UAV, Mr. Moss, and Mr. Litinsky on October 21. The Court also denied the motions to dismiss for failure to state a claim filed by Mr. Orlando on October 3 and UAV, Mr. Moss, and Mr. Litinsky on October 21. The Court granted the motions to dismiss the third-party complaint filed on behalf of Lee Jacobson, Bruce J. Garelick, Eric Swider, Rodrigo Veloso, Ed Preble, Frank Andrews, and Jeffrey Smith but provided leave to amend. The Court 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. No. 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. F-31 Table of Contents 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. Orlando and dismissing all Third-Party Defendants including President Trump. Specifically, the Court dismissed Counts 1 and 7-8 of UAV, Mr. Litinsky, and Mr. Moss’s Counterclaims with prejudice, dismissed Counts 2-6 and 9 of UAV, Mr. Litinsky, and Mr. Moss’s Counterclaims without prejudice with no leave to replead, dismissed Counts 5-11 of ARC’s Counterclaims without prejudice, and dismissed ARC and Mr. Orlando’s Third-Party Claims with prejudice. On 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 hearing. 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 himself. 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 Magistrate. F-32 Table of Contents 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. Orlando. 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. No. 2024-0186-LWW) against Digital World and its directors, alleging an impending violation of the Digital World Charter. ARC alleged that Digital World failed to commit to issue conversion shares to ARC that ARC claims it is owed upon the consummation of the 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 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 Court of Chancery’s final order. In connection with the Court of Chancery’s final order, 238,692 Common Shares deposited in the Non-ARC Class B Shareholders Escrow Agreement, representing the Court Ratio, were released to the applicable holders, subject to the terms and conditions of the Non-ARC Class B Shareholders Escrow Agreement and the Securities Act of 1933, as amended. On October 23, 2024, ARC filed a motion for a $ 1,000,000 fee award. On July 14, 2025, the Court adjusted the fee award downward, awarding ARC $ 75,000 —less than 10 % of the amount initially sought. On August 25, 2025, the Court entered a final order and judgment. On September 10, 2025, ARC filed an appeal to the Delaware Supreme Court (No. 375, 2025). On September 23, 2025, Digital World filed a cross-appeal. On February 11, 2026, the Delaware Supreme Court heard oral argument as to both the appeal and cross appeal. F-33 Table of Contents Litigation with Orlando in Delaware On March 15, 2024, Plaintiff Patrick Orlando brought a lawsuit against Digital World in the Court of Chancery seeking advancement of legal fees associated with Mr. Orlando’s involvement in civil litigation against Digital World in Florida and certain other matters (the “Advancement Lawsuit”) (C.A. No. 2024-0264-CDW). Mr. Orlando’s allegations relate to certain provisions in the Digital World Charter, Digital World’s bylaws, and an indemnity agreement allegedly entered into between Mr. Orlando and Digital World. Mr. Orlando alleges that those certain provisions require Digital World to pay the legal fees Mr. Orlando incurred and will incur in connection with legal proceedings in which he is involved by reason of the fact that he is or was a director or officer of Digital World. Mr. Orlando seeks a court order that (i) declares that he is entitled to legal fees for certain proceedings described in the complaint, (ii) requires Digital World to pay for legal fees incurred and future legal fees to be incurred for those proceedings, (iii) requires Digital World to pay the fees incurred to bring the Advancement Lawsuit, and (iv) requires Digital World to pay pre- and post-judgment interest on the amounts owed to Mr. Orlando. On April 3, 2024, the Court of Chancery entered a Stipulation and Advancement Order (“Stipulation”) stating that Mr. Orlando is entitled to advancement of attorneys’ fees and costs incurred with legal proceedings described in the Stipulation, subject to Digital World’s right to challenge the reasonableness of those attorneys’ fees and costs. The Stipulation further states that Mr. Orlando is entitled to fees incurred in connection with enforcement of advancement rights and sets forth procedures that will govern future requests for advancement of attorneys’ fees and costs. As of 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. Orlando. On April 23, 2024, Mr. Orlando filed a motion for leave to supplement the Advancement Lawsuit to add a claim for advancement of legal fees and expenses Mr. Orlando had incurred and would incur in connection with his defense of an action for declaratory judgment brought by members of ARC regarding Mr. Orlando’s removal as the managing member of ARC (the “ARC Removal Action”). Mr. Orlando also sought reimbursement for the legal fees and expenses incurred in connection with his supplement to the Advancement Lawsuit, and he sought pre-judgment and post-judgment interest on the amounts he claimed were owed to him. On August 1, 2024, plaintiffs in the ARC Removal Action dismissed their complaint without prejudice. On August 8, 2024, Mr. Orlando dismissed his supplemental claims in the Advancement Lawsuit without prejudice. On February 10, 2025, Mr. Orlando filed a motion to modify the advancement order, seeking to modify the advancement order to allow him to not submit invoices for experts. On March 12, 2025, the Court denied the motion in part, stating that “TMTG is entitled to have some concrete information allowing it to assess whether Mr. Orlando’s expenses are reasonable and related to DWAC/TMTG before making a payment” and ordering Mr. Orlando to “provide TMTG with invoices with sufficient unredacted information that allows it to make that assessment.” On March 31, 2025, Mr. Orlando filed a motion seeking advancement of certain disputed fees. On April 8, 2025, Mr. Orlando filed a motion for sanctions, which he subsequently withdrew. On June 23, 2025, Mr. Orlando filed another motion seeking advancement of certain disputed fees. On August 4, 2025, the Court held an oral argument to address the March 31 and June 23 motions disputing fees (the “Fee Motions”). On September 24, 2025, the Court granted in part and denied in part the Fee Motions. On September 30, 2025, Digital World filed a notice of exception to the September 24 Order or, in the alternative, motion for reargument and entry of a final report, which the Court denied on October 30, 2025. On November 4, 2025, Digital World filed a notice of exception to the October 30 Order denying the September 30 notice of exception. 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. F-34 Table of Contents 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 No. 2024-005894-CA-01). Mr. 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). 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. No. 25-cv-03324) seeking review of the District of Delaware’s October 23 Order dismissing the District Court action (C.A. No. 24-cv-00729). NOTE 17 – SEGMENT INFORMATION 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. F-35 Table of Contents 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. 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, 2025 2024 2023 Media Revenue $ 3,682.6 $ 3,618.8 $ 4,131.1 Other segment items (1) ( 25,720.1 ) ( 25,964.4 ) ( 11,161.3 ) Segment EBITDA ( 22,037.5 ) ( 22,345.6 ) ( 7,030.2 ) Truth.Fi Revenue - - - Other segment items (2) ( 2,842.2 ) - - Segment EBITDA ( 2,842.2 ) - - Total revenue 3,682.6 3,618.8 4,131.1 Total other segment items ( 28,562.3 ) ( 25,964.4 ) ( 11,161.3 ) Total Segment EBITDA ( 24,879.7 ) ( 22,345.6 ) ( 7,030.2 ) Net loss $ ( 712,340.2 ) $ ( 400,864.8 ) $ ( 58,189.2 ) Interest (income)/expense, net ( 19,212.9 ) ( 11,632.5 ) 39,429.1 Depreciation & amortization 7,421.3 2,933.9 59.6 Stock-based compensation 59,191.1 107,387.1 - Income taxes 560.1 - 1.1 Change in fair value of derivative liabilities - 225,916.0 2,791.6 Loss on extinguishment of debt - 542.3 - $ ( 664,380.6 ) $ ( 75,718.0 ) $ ( 15,907.8 ) Corporate & other 639,500.9 53,372.4 8,877.6 Segment EBITDA ( 24,879.7 ) ( 22,345.6 ) ( 7,030.2 ) F-36 Table of Contents 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 Media Truth.Fi Corporate & Other Media Truth.Fi Corporate & other Cash, cash equivalents, and restricted cash $ 4,106.3 $ 1,791.3 $ 159,990.5 $ 10,152.1 $ - $ 160,084.0 Short-term investments - - 305,053.3 - - 606,547.3 Equity securities - - 722,069.1 - - - $ 4,106.3 $ 1,791.3 $ 1,187,112.9 $ 10,152.1 $ - $ 766,631.3 (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 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. If approved 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. If 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. (“TAE”). Management is in ongoing discussions with TAE and Texas Ventures Acquisition III Corp. (Nasdaq: 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. F-37 Table of Contents SIGNATURES 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. Date: February 27, 2026 /s/ Phillip Juhan Name: Phillip Juhan Title: Chief Financial Officer (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. Name ​ Position ​ Date /s/ Devin Nunes ​ Chief Executive Officer, President and Chairman (Principal Executive Officer) ​ February 27, 2026 Devin Nunes ​ ​ ​ /s/ Phillip Juhan ​ Chief Financial Officer (Principal Financial and Accounting Officer) ​ February 27, 2026 Phillip Juhan ​ ​ ​ /s/ Eric Swider ​ Director ​ February 27, 2026 Eric Swider ​ ​ ​ /s/ Donald J. Trump, Jr. ​ Director ​ February 27, 2026 Donald J. Trump, Jr. ​ ​ ​ /s/ Robert Lighthizer ​ Director ​ February 27, 2026 Robert Lighthizer ​ ​ ​ /s/ W. Kyle Green ​ Director ​ February 27, 2026 W. Kyle Green ​ /s/ David Bernhardt Director February 27, 2026 David Bernhardt /s/ George Holding Director February 27, 2026 George Holding