Form 8-K
8-K — Trump Media & Technology Group Corp.
Accession: 0001140361-26-016743
Filed: 2026-04-24
Period: 2026-04-21
CIK: 0001849635
SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — ef20071438_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (ef20071438_ex10-1.htm)
EX-10.2 — EXHIBIT 10.2 (ef20071438_ex10-2.htm)
EX-99.1 — EXHIBIT 99.1 (ef20071438_ex99-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: ef20071438_8k.htm · Sequence: 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 21, 2026
Trump Media & Technology Group Corp.
(Exact name of registrant as specified in its charter)
Florida
001-40779
85-4293042
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
401 N. Cattlemen Rd.,
Ste. 200
Sarasota, Florida
34232
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (941) 735-7346
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading
Symbol(s)
Name of Each
Exchange
on Which Registered
Common stock, par value $0.0001 per share
DJT
The Nasdaq Stock Market LLC
Common stock, par value $0.0001 per share
DJT
New York Stock Exchange Texas
Redeemable Warrants, each whole warrant exercisable for one share common stock at an exercise price of $11.50
DJTWW
The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share common stock at an exercise price of $11.50
DJTWW
New York Stock Exchange Texas
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Executive Officer
On April 21, 2026, Trump Media & Technology Group Corp., a Florida corporation (the “Company”), announced that, as of
such date (the “Transition Date”), Kevin J. McGurn will serve as Interim Chief Executive Officer and succeed Devin Nunes as the Company’s principal executive officer.
The Company and Mr. Nunes entered into a Separation and Release Agreement, dated as of April 21, 2026 (the “Separation Agreement”), pursuant to which Mr.
Nunes ceased to be an employee, officer or director of the Company or any subsidiary or affiliate of the Company—including Chairman of the board of directors of the Company (the “Board”). The Separation Agreement also contains certain provisions
which supersede the severance provisions of Mr. Nunes’s Executive Employment Agreement, effective as of January 2, 2022, as amended on March 7, 2024 (as amended, the “Employment Agreement”). Pursuant to such terms, the Company will provide Mr. Nunes
with continuation of his base salary in effect on the Transition Date for the period beginning on the Transition Date through September 30, 2026. Additionally, the Separation Agreement provides for accelerated vesting of 96,721 time-based restricted
stock units (“RSUs”) granted to Mr. Nunes on August 6, 2025 under the Company’s 2024 Amended & Restated Equity Incentive Plan, and the forfeiture of all other unvested equity. In addition, to the extent not already paid, Mr. Nunes is entitled to
receive the accrued benefits provided under the Employment Agreement, which include any unpaid base salary through the Separation Date, reimbursement for unreimbursed business expenses, and all other accrued and vested payments, benefits, or fringe
benefits required to be paid under applicable plans or by law.
As part of the Separation Agreement, and in consideration for receiving the separation benefits described above, Mr. Nunes agreed to execute a
general release and waiver of claims in favor of the Company and its affiliates, officers, directors, employees, agents, and other related parties. The Separation Agreement also includes confidentiality, trade secret, nondisparagement and other
restrictive covenants. The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto
and is incorporated herein by reference.
Appointment of Principal Executive Officer
Also on April 21, 2026, the Board appointed Kevin J. McGurn, age 53, to serve as Interim Chief Executive Officer of the Company, effective immediately.
Mr. McGurn has served as an advisor to the Company since December 2024, supporting the Company’s strategic initiatives across social media, streaming, and mergers and acquisitions. Mr. McGurn has also served as Chief Executive Officer and a director
of Blue Water Acquisition Corp. III (NASDAQ: BLUW) since November 2025. Mr. McGurn has served as the Chief Executive Officer and as a member of SONO Group N.V. (NASDAQ: SSM) since September 2025. Mr. McGurn has also served as the Chief Executive
Officer and as a member of the board of directors of New America Acquisition I Corp. (NYSE: NWAX) since February 2026. Mr. McGurn has also served as a member of the board of directors of D. Boral Acquisition I Corp. (NASDAQ: DBCA) since February
2026. Mr. McGurn served as the Chief Executive Officer and as a member of the board of directors of Yorkville Acquisition Corp. (NASDAQ: MCGA) from March 2025 to April 2026. He also served as Chief Executive Officer of Texas Ventures Acquisition III
Corp (NASDAQ: TVA) from September 2025 to April 2026. Previously, Mr. McGurn also served as Vice President of Advertising Solutions at T-Mobile, where he led initiatives across digital and programmatic advertising platforms from 2023 to 2024. Prior
to that, he was President at Vevo LLC, a global music video platform jointly owned by Universal Music Group and Sony Music Entertainment, where he was responsible for monetization, sales strategy, and global partnerships from 2017 to 2023. Earlier in
his career, from 2007 to 2013, Mr. McGurn served as Senior Vice President of Advertising Sales at Hulu, where he helped to launch and scale the company’s ad-supported streaming business. He has also held an independent board role at Zype, Inc., a
video infrastructure platform that was acquired by Backlight, a portfolio company of PSG. He is also a limited partner and strategic entrepreneurial advisor to Revel Partners, a venture capital firm focused on B2B SaaS and media innovation, and
Alpine Meridian, a venture capital fund with investments across digital media and consumer technology. Mr. McGurn has cultivated extensive relationships across media, entertainment, technology, telecommunications, and music industries. Mr. McGurn
graduated from Ohio Wesleyan University in 1998 with a BA in History and was a two-time NCAA all-America pick in the sport of lacrosse.
In connection with Mr. McGurn’s appointment, the Company and Mr. McGurn entered into an Employment Agreement, effective as of April 21, 2026 (the “New
CEO Employment Agreement”). The New CEO Employment Agreement provides for an initial employment term of nine months (the “Initial Employment Term”). During the Initial Employment Term, Mr. McGurn will receive a base salary of $125,000 per month
(“Monthly Base Salary”). Mr. McGurn will also receive an award of 146,198 RSUs. Subject to Mr. McGurn’s continued employment, the RSUs will vest in substantially equal monthly installments during the Initial Employment Term. If Mr. McGurn’s
employment term ends as a result of Mr. McGurn ’s termination without cause (as defined in the New CEO Employment Agreement), Mr. McGurn will, subject to signing a release, remain entitled to the Monthly Base Salary through the end of the Initial
Employment Term and all outstanding RSUs will fully vest. If Mr. McGurn’s employment term ends as a result of a termination for cause or as a result of his death or disability (each as defined in the New CEO Employment Agreement), Mr. McGurn will be
entitled to receive the accrued benefits provided under the New CEO Employment Agreement, which include, among other things, any unpaid base salary through the termination date, reimbursement for unreimbursed business expenses, and all other accrued
and vested payments. After the full completion of the Initial Employment Term, the Company has the option to continue Mr. McGurn’s employment on a month-to-month basis. If the parties do not agree to appoint Mr. McGurn to a permanent CEO position,
with the terms of such arrangement to be negotiated, at the end of the employment term, the parties have agreed to enter into a 12-month consulting agreement at $50,000 per month for purposes of ensuring continuity of Mr. McGurn’s services. The
foregoing description of the New CEO Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New CEO Employment Agreement, a copy of which is filed as Exhibit 10.2 and is incorporated
herein by reference.
There are no family relationships between Mr. McGurn and any director, executive officer, or person nominated or chosen by the Company to become a director or executive
officer of the Company that would require disclosure under Item 401(d) of Regulation S-K. As previously disclosed, on August 26, 2025, the Company announced that it entered into a definitive agreement (as amended by Amendment No. 1 to the Business
Combination Agreement, dated October 31, 2025) for a business combination to establish Trump Media Group CRO Strategy, Inc., a digital asset treasury company focused on acquisition of the native cryptocurrency token of the Cronos ecosystem with
Yorkville Acquisition Corp., a special purpose acquisition company, of which Mr. McGurn previously served as CEO and director. Expected funding for the digital asset treasury will consist of $1 billion in Cronos from Crypto.com, $200 million in cash
and $220 million cash-in mandatory exercise warrants, with an additional $5 billion equity line of credit from an affiliate of Yorkville Acquisition Corp. Except as described above, there are no transactions between Mr. McGurn and the Company that
would require disclosure under Item 404(a) of Regulation S-K.
Appointment of New Directors
Effective April 24, 2026, the Board appointed Meredith O’Rourke and Boris Epshteyn as members of the Board. The Board has determined that
Ms. O’Rourke qualifies as an independent director under the applicable standards of the Board, the Nasdaq Listing Rules, and the Sarbanes-Oxley Act of 2002, as amended. There are no relationships or related party transactions between the Company
and either Ms. O’Rourke or Mr. Epshteyn, that would require disclosure under Item 404(a) of Regulation S-K. Ms. O’Rourke and Mr. Epshteyn will receive standard compensatory and other agreements and arrangements provided to other non-employee
directors of the Company, including the Company’s standard cash retainer and equity compensation.
Meredith O’Rourke, 54, is a nationally recognized fundraising strategist and civic leader with more than three decades of experience supporting public,
philanthropic, and mission-driven organizations. She has served as the principal of Forward Strategies, Inc., since 2005. As the Senior Advisor and National Finance Director for President Donald J. Trump since 2022, Ms. O’Rourke developed, managed
and led President Trump’s national fundraising team during the 2024 election. Based in Tallahassee, Florida, Ms. O’Rourke has spearheaded fundraising initiatives for numerous gubernatorial, senate, congressional and statewide campaigns. Throughout
her career, Ms. O’Rourke has guided major fundraising efforts for national committees, charitable foundations, helping organizations to expand stakeholder engagement. Ms. O’Rourke serves on the National Park Foundation Board and remains actively
engaged in community service, philanthropy, and initiatives that strengthen civic participation. Ms. O’Rourke holds a degree in political science from Virginia Commonwealth University.
Boris Epshteyn, 43, is Senior Counsel and Senior Advisor to President Donald J. Trump. Mr. Epshteyn is the founder and president of Georgetown
Advisory, which, since being founded over a decade ago, has continued to focus on legal, political, communications, crisis management, public affairs, and other varied strategic consulting services. Since 2023, Mr. Epshteyn has served as a Managing
Director of Kenmar Securities, LLC, after having served as Managing Director of two other securities firms, including TGP Securities, Inc., starting in 2009. Mr. Epshteyn was a Strategic Advisor on President Trump’s 2020 Campaign. He was also a
co-chair of the Jewish Voices for Trump Advisory Board, and the campaign’s point person on outreach to the Jewish community. During President Trump’s first term in the White House, Mr. Epshteyn served as Special Assistant to President Trump and
Assistant Communications Director. He coordinated and managed media appearances and interviews of, and provided briefings to, top administration officials, including the President of the United States. Previously, Mr. Epshteyn served as the
Director of Communications for the 58th Presidential Inaugural Committee, where he directed communications strategy and implementation for the inauguration of President Donald J. Trump on January 20th, 2017. As a Senior Advisor to the Trump - Pence
2016 Presidential Campaign, Mr. Epshteyn concentrated on communications strategy. Mr. Epshteyn also previously served as the Chief Political Commentator for Sinclair Broadcast Group, one of the largest and most diversified television broadcasting
companies in the country. He is an attorney with almost two decades of expertise in litigation, restructuring, finance, and securities. Mr. Epshteyn graduated, cum laude, with a BSFS degree from Georgetown University’s School of Foreign Service and
holds a Juris Doctorate degree from Georgetown University Law Center.
Item 8.01.
Other Events.
On April 21, 2026, the Company issued a press release announcing, among other things, the appointment of Mr. McGurn as the Company’s interim Chief Executive Officer to
succeed Mr. Nunes, effective immediately. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Item 8.01, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the
Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits:
Exhibit
Description
10.1
Separation and Release Agreement, dated as of April 21, 2026.
10.2
Employment Agreement, effective as of April 21, 2026.
99.1
Press Release, dated April 21, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Trump Media & Technology Group Corp.
Dated: April 24, 2026
By:
/s/ Scott Glabe
Name:
Scott Glabe
Title:
General Counsel and Secretary
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: ef20071438_ex10-1.htm · Sequence: 2
Exhibit 10.1
SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement (“Agreement”) is made by and between Devin Nunes (“Executive”) and Trump Media & Technology Group Corp., on behalf of itself and its wholly-owned subsidiary TMTG Sub Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) as of the
Effective Date (as defined below).
RECITALS
WHEREAS, Executive and the Company are party to that certain Executive Employment Agreement, effective as of January 2, 2022, which was amended as of
March 7, 2024 (collectively, the “Employment Agreement”).
WHEREAS, Executive’s employment with the Company will terminate effective April 21, 2026 (the “Termination Date”); and
WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints,
grievances, charges, actions, petitions, and demands that the Executive may have against the Company and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Executive’s
employment with or separation from the Company.
NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Executive hereby agree as follows:
1. Recitals. The Recitals set forth above are expressly incorporated into this Agreement.
2. Separation of Employment. As of the Termination Date, Executive will cease to be an employee of the Company, as well as an employee, officer or director of the Company or any subsidiary or affiliate of the Company, with
no further action or notice required. In connection with Executive’s separation of employment, the Parties expressly agree to waive any notice and cure periods set forth in Section 5 of the Employment Agreement.
3. Accrued Benefits. To the extent not already paid to Executive, Executive shall receive the Accrued Benefits as defined in the Employment Agreement.
4. Consideration. In consideration of the Executive’s promises contained in this Agreement, and subject to the terms and conditions in this Agreement, the Company agrees to provide Executive with the payments and equity
compensation amounts set forth in this Section 4 (collectively, the “Separation Benefits”), which Executive and the Company expressly agree are in lieu of, and not in addition to, any separation or severance benefits set forth in the Employment
Agreement or any Company plan, program or policy:
(i) continuation of Executive’s base salary
in effect on the Termination Date for the period beginning on the Termination Date through September 30, 2026 (the “Separation Pay”); and
Page 1 of 12
(ii) accelerated vesting of 96,721 time-based
restricted stock units (“TRSUs”) granted to Executive on August 6, 2025 under the Company’s 2024 Amended & Restated Equity Incentive Plan (as amended to date, the “Plan” and,
together with the applicable TRSU award agreement, the “TRSUs Documents”). As used in the foregoing sentence, “accelerated vesting” means vesting as of the Termination Date, with settlement of the TRSUs to occur on the third business day
following the date of the public release of the Company’s earnings for the quarter ended March 31, 2026. All other unvested equity awards (except the TRSUs) held by Executive under the Plan as of the Termination Date will terminate
immediately.
The Separation Pay will be paid in equal installments months following the Termination Date (except for the first pro rata monthly payment), payable in
accordance with the Company’s normal payroll practices and subject to lawful withholdings and deductions, which installments shall commence on the next regularly scheduled pay date following the Effective Date of this Agreement. The first
installment payment shall include all amounts that would otherwise have been paid to Executive during the period beginning on the Termination Date and ending on the first payment date if no delay had been imposed.
5. Benefits. Executive agrees that Executive’s participation in all benefits and incidents of employment, including, but not limited to, vesting in
stock, and the accrual of bonuses, vacation, and paid time off, ceased as of the Termination Date, subject to Executive’s right to continue Executive’s coverage under COBRA
6. Payment of Salary and Receipt of All Benefits. Executive acknowledges and
represents that, other than the consideration set forth in this Agreement, the Company has paid or provided (or agreed to pay or provide in the normal course) all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing
allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, stock options, vesting, and any and all other benefits and compensation due to Executive. Executive specifically represents that
(other than unsettled equity compensation that vested prior to the Termination Date) Executive is not due to receive any equity compensation or other incentive compensation from the Company except as set forth in this Agreement.
7. Cooperation. From the date hereof through and following Executive’s Separation Date, Executive agrees to cooperate fully with the Company and its counsel (i) concerning reasonable requests for information about the
business of the Company or Executive’s involvement and participation therein; (ii) in connection with the actual or contemplated defense, prosecution or investigation of any claims, litigations, arbitrations, regulatory proceedings or other
actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while Executive was employed by the Company or about which Executive might have knowledge,
including without limitation any pending actions rising out of or relating to the actions of Patrick Orlando (“Litigation”) and (iii) in connection with any investigation, audit or review by any federal, state or local regulatory,
quasi-regulatory or self-governing authority (including, without limitation, the Department of Justice, the Securities and Exchange Commission, and the Financial Industry Regulatory Authority) as any such investigation, audit or review relates to
events or occurrences that transpired while Executive was employed by the Company or about which Executive might have knowledge (“Investigation”). Nothing in this Agreement shall be construed to prevent Executive from providing truthful
testimony or information in response to a lawful subpoena, court order, or governmental or regulatory request.
Page 2 of 12
Executive’s full cooperation shall include, without limitation, being available to meet and speak with officers or employees of the Company and/or its
counsel (unless otherwise agreed to by the Executive and the Company) at a location in the state of Florida as chosen by the Company and/or its counsel and at reasonable times; timely executing accurate and truthful documents; sitting for depositions
and/or providing complete, truthful and accurate testimony at depositions, hearings, trials, or other proceedings at the request of the Company or its counsel without the necessity of a subpoena; and taking such other actions as may reasonably be
requested by the Company and/or its counsel to effectuate the foregoing. In requesting such cooperation, the Company will consider other commitments that Executive may have at the time of the request. Notwithstanding, the Executive agrees to
provide multiple dates of availability within any given one month period at the request of the Company or its counsel for cooperation. The Executive agrees not to cancel any such appearances absent extenuating circumstances. The Executive agrees to
have counsel for the Company serve as his counsel in the Litigation and agrees to meet with counsel for the Company for a period of time up to 7 hours in preparation for any testimony or interview in connection with any Litigation (as well as for any
Investigation absent a conflict of interest). The Executive may also have individual counsel of his choice at his expense to work in conjunction with counsel for the Company on any matters relating to any Litigation or Investigation. All
communications with Executive by counsel for the Company shall remain subject to the Company’s attorney client privilege. The Company further agrees to reimburse Executive for any reasonable, out-of-pocket travel, hotel and meal expenses (for the
avoidance of doubt, such reimbursement does not include lost wages or earnings) incurred in connection with your performance of obligations pursuant to this Section. The Company agrees that for cooperation obligations other than preparation for
deposition or testimony, the cooperation can take place remotely by Zoom. Executive acknowledges that the consideration provided under this Agreement constitutes adequate and sufficient consideration for Executive’s cooperation obligations under this
Section 7.
8. Release of Claims. Executive agrees that payment and provision of the Separation Benefits represent settlement in full of all outstanding obligations owed to Executive
by (i) the Company; (ii) its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and
predecessor and successor corporations and assigns; and (iii) individuals who begin serving as officers or directors of the Company within a year following the date of this Agreement (collectively, the “Releasees”). Executive, on Executive’s own
behalf and on behalf of Executive’s respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any
manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess
against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement, including, without limitation:
a. any and all claims relating to or
arising from Executive’s employment relationship with the Company and the termination of that relationship;
Page 3 of 12
b. any and all claims relating to, or
arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate
law, and securities fraud under any state or federal law;
c. any and all claims for wrongful
discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; commission
payments; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business
practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
d. any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation
Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the
Older Workers Benefit Protection Act; the Executive Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the
Sarbanes-Oxley Act of 2002; the Immigration Control and Reform Act; the Florida Civil Rights Act; the Florida Whistleblower Protection Act; the California Family Rights Act; the California Labor
Code; the California Business & Professions Code; the California Government Code; the California Civil Code; the California Fair Employment and Housing Act; and any other similar statutes, regulations or laws;
e. any and all claims for violation of
the federal or any state constitution;
f. any and all claims arising out of
any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or
expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
h. any and all claims for attorneys’ fees
and costs, provided, however, that the release under this Section 8(h) shall not supersede, and is not intended to alter, Executive’s right to advancement and/or indemnification under the Company’s applicable Articles of Incorporation or that
certain Indemnification Agreement between Company and Executive dated March 25, 2024.
Executive specifically agrees that this Agreement includes without limitation any and all
claims that were raised, or that reasonably could have been raised, under the applicable Wage Order, Labor Code sections 201, 202, 203, 212, 226, 226.3, 226.7, 510, 512, 515, 558, 1194, and 1198, as well as claims under the Business & Professions
Code sections 17200, et seq. and Labor Code sections 2698, et seq., based on alleged violations of
Labor Code provisions. Executive further covenants that Executive will not seek to initiate any proceedings seeking penalties under Labor Code sections 2699, et seq. based
upon the Labor Code provisions specified above.
Page 4 of 12
Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released.
This release does not extend to any obligations incurred under this Agreement. This release does not release claims that cannot be released as a matter of law, including unemployment insurance and workers’ compensation claims. Executive represents that Executive has made no assignment or
transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this section.
9. Acknowledgment of Waiver of Claims under ADEA. Executive acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967, as amended by the Older
Workers Benefit Protection Act (“ADEA”), and that this waiver and release is knowing and voluntary. Executive agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of
this Agreement. Executive acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Executive was already entitled. Executive further acknowledges that Executive has been advised by this
writing that: (a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive has twenty-one (21) days within which to consider this Agreement; (c)
Executive has seven (7) days following Executive’s execution of this Agreement to revoke this Agreement; (d) this Agreement shall not be effective until after the revocation period has expired unexercised; and (e) nothing in this Agreement
prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized
by federal law. In the event Executive signs this Agreement and returns it to the Company in less than the 21-day period identified above, Executive hereby acknowledges that Executive has freely and voluntarily chosen to waive the time period
allotted for considering this Agreement. Executive acknowledges and understands that revocation must be accomplished by a written notification to the person executing this Agreement on the Company’s behalf that is received prior to the eighth
day after Executive signs this Agreement. The Parties agree that changes, whether material or immaterial, do not restart the running of the 21-day period.
10. California Civil Code Section 1542. Executive
acknowledges that Executive has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING
PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Executive, being aware of said code section, agrees to expressly waive any rights Executive may
have thereunder, as well as under any other statute or common law principles of similar effect.
Page 5 of 12
11. No Pending or Future Lawsuits. Executive represents that Executive has no lawsuits, claims, or actions pending in Executive’s name, or on behalf of any other person or entity, against the Company or any of the other
Releasees. Executive also represents that Executive does not intend to bring any claims on Executive’s own behalf or on behalf of any other person or entity against the Company or any of the other Releasees.
12. Trade Secrets and Confidential Information/Company Property. Executive acknowledges that Executive has had access to confidential or proprietary information, including, but not limited to, current and prospective
information regarding financial information, personnel information, inventions, trade secrets, customer lists, supplier lists, business plans, processes and technology concerning the business, management, customers, employees, plans, finances,
suppliers and assets of the Company and its affiliated persons and entities which is not generally known outside the Company (collectively, “Proprietary Information”). To the fullest extent permitted by law, Executive agrees that Executive has
not and shall not at any time, directly or indirectly, use for any purpose, divulge, furnish or make accessible to any person, whether for Executive’s own benefit or the benefit of any third-party, any Proprietary Information, but instead shall
keep all Proprietary Information strictly and absolutely confidential except to the extent that such information becomes a matter of public knowledge (other than as a result of an unauthorized disclosure of such information or a violation of this
Agreement) or as may otherwise be required or permitted by law. Executive hereby acknowledges receipt of the following notice required pursuant to 18 U.S.C § 1833(b)(1): “An individual shall not be held criminally or civilly liable under any
Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of
reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Executive affirms that Executive has returned all documents and
other items (including electronically stored documents and items) provided to Executive by the Company, developed or obtained by Executive in connection with Executive’s employment with the Company, or otherwise belonging to the Company.
Executive further affirms that Executive has provided to the Company all documents and information within Executive’s possession, custody or control that relate to any pending or anticipated legal, regulatory or investigative proceedings.
13. Company Innovations. Executive acknowledges and agrees that any work product and other intellectual property (whether tangible or intangible) prepared, conceived, or developed by Executive (whether alone or jointly with
others), from the inception, and during the term, of Executive’s employment with the Company, or that resulted from the use of premises, personal property or other resources of the Company, including (without limitation) all ideas, inventions,
discoveries, patents, trademarks, copyrights, trade secrets, know-how, software, written documents, and electronic data pertaining thereto (collectively, the “Inventions”), are and shall remain the exclusive property of the Company, and shall be
considered Proprietary Information of the Company. Executive agrees that, when appropriate and upon written request of the Company, Executive shall acknowledge that all works of authorship included in the Inventions constitute “works for hire”
and shall cooperate in the filing for patents, copyrights, or trademarks with regard to any or all such Inventions and shall sign any documentation necessary to evidence ownership of such Inventions in the Company. hereby agrees to assign and
does assign to the Company, and its successors and assigns, all of Executive’s right, title and interest in and to the Inventions for the Company’s and its successors and assigns, all right, title and interest in and to the Inventions for their
own use and enjoyment, including all income, proceeds, royalties, damages, claims and payments, whether accrued or hereafter accruing, and all causes of action, at law or in equity for past, present or future infringement, violation or
misappropriation of the Inventions, together with the right to sue for, and collect the same. Notwithstanding the foregoing, this Section does not apply to Inventions that Executive cannot be required to assign by law (including, without
limitation, pursuant to California Labor Code Section 2870 (attached as Exhibit A)). Executive has reviewed the notification in Exhibit A and agrees that Executive’s signature on this
Agreement acknowledges receipt of the notification.
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14. No Assistance. Executive agrees that Executive will not knowingly encourage, counsel, assist, or provide information or testimony to any attorneys or their clients in the
presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Releasees, unless under a subpoena or other court order to do so or as related directly to the ADEA waiver
in this Agreement. Executive agrees to (A) immediately within 24 hours notify the Company upon receipt of any such subpoena, court order, or other legal process (B) furnish, within three (3) business days of its receipt, a copy of such subpoena,
court order, or other legal process so that the Company may seek a protective order, move to quash such subpoena or order or pursue any other appropriate remedy if it so chooses, and (C) cooperate fully with the Company in connection with any
effort by the Company to quash, limit, or modify any subpoena or other legal process served on Executive that relates to the Company or any of its affiliates, including by joining in or consenting to any motion to quash filed by the Company. If
approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the Releasees, Executive shall state no more than that Executive cannot
provide counsel or assistance.
15. Nondisparagement. Executive agrees to refrain from any disparagement, defamation, libel, or slander of any of the Releasees, and agrees to refrain from interfering, impeding, or preventing the contracts and/or
relationships of any of the Releasees. Executive agrees to refrain from making, either directly or indirectly, any negative, damaging or otherwise disparaging communications concerning the Company or the Company’s services. Notwithstanding the
foregoing, nothing in this Agreement prevents Executive from discussing or disclosing truthful information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is
unlawful, or from making truthful statements or disclosures about alleged unlawful employment practices. Executive shall not take or use any Company information that is confidential under applicable law to which Executive had access during the
scope of Executive’s employment with the Company in order to communicate with or solicit any of the Company’s current or prospective clients. Executive shall direct any inquiries by potential future employers to the Company’s human resources
department, which shall use its best efforts to provide only the Executive’s last position and dates of employment. Nothing in this Agreement shall be construed to prevent Executive from providing truthful testimony or information in response to
a lawful subpoena, court order, or governmental or regulatory request.
The Company agrees that it will refrain from making public disparaging statements about the Executive, and that it will undertake best efforts to
cause the Releasees to refrain from making public disparaging statements about the Executive on behalf of the Company.
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16. Protected Disclosure. Nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”). In addition,
nothing contained in this Agreement limits Executive’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including Executive’s ability to
provide documents or other information, without notice to the Company, nor does anything contained in this Agreement apply to truthful testimony in litigation. If Executive files any charge or complaint with any Government Agency and if the
Government Agency pursues any claim on Executive’s behalf, or if any other third party pursues any claim on Executive’s behalf, Executive waives any right to monetary or other individualized relief (either individually, or as part of any
collective or class action).
17. Concerted Activity. Nothing in this Agreement, including but not limited to its non-disparagement, cooperation, no assistance and confidentiality provisions, is intended to preclude or dissuade Executive from engaging in
activities protected by state or federal law (including under Section 7 of the National Labor Relations Act, if applicable), such as discussing wages, benefits, or other terms and conditions of employment or raising complaints about working
conditions for the purpose of mutual aid or protection. The Company will not construe this Agreement in a way that limits such rights.
18. Breach. In addition to the rights provided in the “Attorneys’ Fees” section below, Executive acknowledges and agrees that any material breach of this Agreement, unless such breach constitutes a legal action by Executive
challenging or seeking a determination in good faith of the validity of the waiver herein under the ADEA, shall entitle the Company immediately to recover and/or cease providing the consideration provided to Executive under this Agreement (other
than $5,000, which the Parties agree constitutes adequate consideration for the release set forth in this Agreement) and to obtain damages, except as provided by law.
19. No Admission of Liability. Executive understands and acknowledges that this Agreement constitutes a compromise and settlement of any and all actual or potential disputed claims by Executive. No action taken by the
Company hereto, either previously or in connection with this Agreement, shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment or admission by the Company of any
fault or liability whatsoever to Executive or to any third party.
20. Costs. The Parties shall each bear their own costs, attorneys’ fees, and other fees incurred in connection with the preparation of this Agreement.
21. Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Executive or made on Executive’s behalf under the terms of
this Agreement. Executive agrees and understands that Executive is responsible for payment, if any, of the employee portion of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and
any penalties or assessments thereon. Executive further agrees to indemnify and hold the Company harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency
against the Company for any amounts claimed due on account of (a) Executive’s failure to pay or delayed payment of federal or state taxes, or (b) damages sustained by the Company by reason of any such claims, including attorneys’ fees and costs.
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It is intended that this Agreement comply with, or be exempt from, Code Section 409A and the final regulations and official guidance thereunder
(“Section 409A”) and any ambiguities herein will be interpreted to so comply and/or be exempt from Section 409A. Each payment and benefit to be paid or provided under this Agreement is intended to constitute a series of separate payments for purposes
of Section 1.409A-2(b)(2) of the Treasury Regulations. The Company and Executive will work together in good faith to consider either (i) amendments to this Agreement; or (ii) revisions to this Agreement with respect to the payment of any awards,
which are necessary or appropriate to avoid imposition of any additional tax or income recognition prior to the actual payment to Executive under Section 409A. In no event will the Releasees reimburse Executive for any taxes that may be imposed on
Executive as a result of Section 409A.
22. Authority. The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this
Agreement. Executive represents and warrants that Executive has the capacity to act on Executive’s own behalf and on behalf of all who might claim through Executive to bind them to the terms and conditions of this Agreement. Each Party warrants
and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein.
23. No Representations. Executive represents that Executive has had an opportunity to consult with an attorney, and has carefully read and understands the scope and effect of the provisions of this Agreement. Executive has
not relied upon any representations or statements made by the Company that are not specifically set forth in this Agreement.
24. Severability. In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal,
unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision.
25. Attorneys’ Fees. Except with regard to a legal action challenging or seeking a determination in good faith of the validity of the waiver herein under the ADEA, in the
event that either Party brings an action to enforce or effect its rights under this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including the costs of mediation, arbitration, litigation, court fees, and
reasonable attorneys’ fees incurred in connection with such an action.
26. Entire Agreement. This Agreement, together with the TRSU Documents, represents the entire agreement and understanding between the Company and Executive concerning the subject matter of this Agreement and Executive’s
employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and Executive’s
relationship with the Company.
27. No Oral Modification. This Agreement may only be amended in a writing signed by Executive and a duly authorized representative of the Company.
28. Governing Law. This Agreement shall be governed by the laws of the State of California, without regard for choice-of-law provisions. Executive consents to personal and exclusive jurisdiction and venue in the State of
Florida. The Parties acknowledge and agree that the arbitration provisions set forth in the Employment Agreement remain in effect following the Termination Date.
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29. Effective Date. Executive understands that this Agreement shall be null and void if not executed by Executive within twenty-one (21) days. In the event that Executive
signs this Agreement within twenty-one days, then Executive has seven days after such date to elect whether to revoke his acceptance of the Agreement. This Agreement will become effective on the eighth (8th) day after Executive signed this
Agreement, so long as it has not been revoked by Executive before that date (the “Effective Date”). If Executive fails to timely sign the Agreement, or signs and then revokes the Agreement, Executive shall not be entitled to the Separation
Benefits.
30. Counterparts. This Agreement may be executed in counterparts and by facsimile, and each counterpart and facsimile shall have the same force and effect as an original and shall constitute an effective, binding agreement
on the part of each of the undersigned.
31. Voluntary Execution of Agreement. Executive understands and agrees that Executive executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with
the full intent of releasing all of Executive’s claims against the Company and any of the other Releasees. Executive acknowledges that:
(a)
Executive has read this Agreement;
(b)
Executive has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of Executive’s own choice or has elected not to retain legal counsel;
(c)
Executive understands the terms and consequences of this Agreement and of the releases it contains; and
(d)
Executive is fully aware of the legal and binding effect of this Agreement.
[Signature page follows; Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.
Devin Nunes, an individual
Dated: April 21, 2026
/s/ Devin Nunes
Devin Nunes
Trump Media & Technology Group Corp.
Dated: April 21, 2026
By
/s/ W. Kyle Green
Name: W. Kyle Green
Its: Director
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Exhibit A
CALIFORNIA LABOR CODE SECTION 2870
INVENTION ON OWN TIME-EXEMPTION FROM AGREEMENT
“(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or
her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:
(1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated
research or development of the employer; or
(2) Result from any work performed by the employee for the employer.
(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be
assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.”
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EX-10.2 — EXHIBIT 10.2
EX-10.2
Filename: ef20071438_ex10-2.htm · Sequence: 3
Exhibit 10.2
EMPLOYMENT AGREEMENT
This Agreement is effective as of April 21, 2026 (the “Effective Date”) by and between Trump Media & Technology Group Corp (the “Company”), a Florida corporation, and Kevin
McGurn (the “Executive”).
W I T N E S S E T H
WHEREAS, the Executive is currently engaged to provide
certain services to the Company in the capacity of an independent contractor pursuant to the Second Statement of Work by and between the Company and Executive, dated February 14, 2025 (the “Consulting Agreement”);
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it would be in the best interests of the Company and its shareholders to secure the services of the Executive for the
Period of Employment (as defined in Section 3.1 below) and upon the terms provided in this Agreement;
WHEREAS, the Company contemplates conducting a search for a
permanent Chief Executive Officer of the Company, for which the Executive shall be a candidate;
WHEREAS, the parties contemplate that this Agreement may be
replaced and/or amended should Executive be selected for such position during or following the Period of Employment;
NOW THEREFORE, in consideration of the mutual covenants and
promises contained in this Agreement, the parties hereby agree as follows:
SECTION I
EMPLOYMENT
The Company agrees to employ the Executive, and the Executive agrees to be employed by the Company for the Period of Employment, subject to the terms
and conditions provided in this Agreement.
SECTION II
POSITION AND RESPONSIBILITIES
The Executive agrees to serve on an interim basis as the Company’s Chief Executive Officer reporting directly to the Board and to be responsible for
the duties and responsibilities commonly attributed to such positions and as assigned to the Executive from time to time by the Board. The Executive also agrees to serve during the Period of Employment as an officer and director of any subsidiary,
affiliate, or parent corporation (the “Affiliates”) of the Company which the Board feels is appropriate. The Executive’s primary work
location will be the Company’s headquarters in Sarasota, Florida.
SECTION III
TERMS AND DUTIES
3.1. Period of Employment
3.1.1. The Executive’s employment shall
commence on the Effective Date and shall end nine (9) months thereafter (the “Initial Period”), unless sooner terminated as provided herein or extended on a month-to-month basis after such Initial Period as
requested by the Company in writing (the “Period of Employment”). The Period of Employment shall end upon the effective date of the termination of the Executive’s employment (the “Date of
Termination”).
3.1.2. The parties agree that the
Consulting Agreement, and the Executive’s engagement by the Company as an independent contractor thereunder, shall automatically terminate on the Effective Date, and the Company shall have no further obligation to the Executive under the Consulting
Agreement except for payment of any consultant fees and expenses, in each case that have accrued prior to such termination in accordance with the Consulting Agreement and Company policies but that have not yet been paid as of the Effective Date.
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3.2. Duties
The Executive shall serve under the direct direction of the Board and shall exercise all duties commonly performed by an executive of a publicly
traded company with the same or a comparable position. The Executive shall comply with all applicable laws and regulations, as well as all applicable Company policies and procedures (as may be implemented and modified by the Company from time to
time), and shall faithfully serve the best interests of the Company and its Affiliates during the Period of Employment. During the Period of Employment and except for illness, incapacity, reasonable vacation and holiday periods, the Executive shall
devote substantially all the Executive’s business time, attention and skill to the business and affairs of the Company and its Affiliates. This provision shall not prohibit Executive from engaging in charitable, civic or industry activities or
managing personal investments, so long as such activities do not (a) conflict with the interests of the Company, (b) interfere with the proper and efficient performance of the Executive’s duties or obligations set forth in this Agreement and the
Confidentiality Agreement (defined below), or (c) interfere with the exercise of Executive’s judgment with respect to the Company’s and its Affiliates’ best interests (each a “Conflicted Activity”). Notwithstanding the foregoing, the Company confirms that the Executive will be permitted to continue engaging in the Executive’s currently existing responsibilities with the following
entities (i) set forth in Exhibit A (the “Approved Outside Activities”);
provided, however, the Executive will only be permitted to engage in
the Approved Outside Activities to the extent such activities do not materially interfere with Executive’s ability to perform his duties as Chief Executive Officer or constitute a Conflicted Activity; provided, further, the Executive agrees to use reasonable best efforts to communicate and coordinate such activities with the Board to ensure such activities do not materially interfere with
performance of the Executive’s duties for the Company and/or its Affiliates., with the understanding that such duties, and the interests of the Company and its Affiliates, shall at all times remain the Executive’s highest business priority.
SECTION IV
COMPENSATION, BENEFITS, AND PERQUISITES
For all services rendered by the Executive in any capacity during the Period of Employment, including services as an executive, officer, director or
committee member, the Executive shall be compensated as follows:
4.1. Base Salary
During the Period of Employment, the Company shall pay the Executive a monthly base salary (“Base Salary”) of $125,000, prorated for any partial months. The Base Salary shall not be reduced during the Period of Employment and will be paid in accordance with the Company’s regular
payroll practices, subject to such payroll withholdings and deductions as may be required by law.
4.2. Equity Grant
On or as soon as administratively practicable after the Effective Date, the Company shall grant to the Executive an award of 146,198 Restricted Stock
Units (“RSUs”) under the Company’s 2024 Equity Incentive Plan. One ninth (1/9th) of the RSUs shall vest, subject to the
Executive’s continued employment with the Company, at the end of each month during the Period of Employment. Notwithstanding the foregoing, as a condition of the receipt of the RSUs, the Executive will be required to execute an award agreement, and
the award shall be subject in all respects to the vesting, settlement and other terms and conditions as set forth in the award agreement, consistent with the terms generally applicable to restricted stock units granted to other senior executive
officers of the Company. Except as set forth in Section 6.1.2 below, any unvested RSUs shall be forfeited upon the termination of the Executive’s employment.
4.3. Benefits and Perquisites
The Executive will be entitled to participate in all compensation, health, welfare, perquisite and other employee benefit plans and programs for which
similarly situated salaried employees of the Company are generally eligible under any plan or program now or later established by the Company, on the same terms and conditions as such plans and programs are provided to other similarly situated
salaried employees. All Company coverage, benefits and plans are subject to the right of the Company to amend or terminate such coverage, benefits and plans from time to time, and subject to the specific eligibility and participation requirements of
each such plan.
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4.4. Indemnity
4.4.1. To the extent that the Company
maintains an insurance policy or policies providing directors’ and officers’ liability insurance, the Executive shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available
thereunder for any Company director or officer. The Company shall indemnify and hold harmless the Executive to the maximum extent permitted under applicable law and by the Company’s bylaws for acts undertaken in good faith in the course of the
Executive’s duties and responsibilities hereunder during the Period of Employment on the same terms and conditions provided to other executive officers of the Company.
4.4.2. In the event of any claim for
indemnification pursuant to this Section 4.4 (each, a “Claim”), the Executive agrees to promptly notify the Company in writing of any such
Claim (and shall provide to the Company all documentation relating to any such Claim). The Company shall have the option, except in the event of a conflict of interest, to conduct and control the defense of any Claim for which indemnification is
sought through counsel of its own choosing, and the Executive agrees to fully cooperate with such defense. If there is a conflict of interest in a matter for which the Company is obligated to provide indemnification, the Company will pay reasonable
attorneys’ fees, costs, and expenses as they are incurred by the Executive in retaining separate counsel in connection therewith, subject to the Company’s receipt of appropriate documentation evidencing the incurrence, amount, and nature of the costs
and expenses for which reimbursement is being sought. Notwithstanding the foregoing, the Executive’s entitlement to indemnification pursuant to this Section 4.4 shall be subject to the terms, conditions and limitations set forth in the applicable
Company insurance policies and the Company’s bylaws, including, without limitation, the Executive’s execution of any agreements and/or undertakings required thereunder.
SECTION V
BUSINESS EXPENSES
The Company will reimburse the Executive for all reasonable, customary and necessary travel, entertainment, business and other expenses incurred by
the Executive in connection with the performance of the Executive’s duties and obligations under this Agreement, subject to the Executive’s submission of satisfactory supporting documentation substantiating such expenses, and otherwise in accordance
with the Company’s Travel and Expense Policy and other applicable policies as in effect from time to time.
SECTION VI
EFFECT OF TERMINATION OF EMPLOYMENT
Except as otherwise set forth herein:
6.1. If the Executive’s employment terminates due to a
Without Cause Termination (as such term is hereafter defined in this Agreement), the Company agrees as follows:
6.1.1. The Executive shall be entitled to
receive (a) the Executive’s accrued Base Salary then in effect through the Date of Termination, (b) the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Executive prior
to the Date of Termination in accordance with applicable Company policy and Section V herein, and (c) all other payments and benefits the Executive may be entitled to receive under the terms of any applicable employee benefit plan or program of the
Company in which the Executive participates, if any, in accordance with the terms of such employee benefit plans (the “Accrued Obligations”);
6.1.2. Subject to Section 6.4, any
unvested RSUs shall fully vest effective as of the Date of Termination;
6.1.3. Subject to Section 6.4, if the
Executive’s employment is terminated due to a Without Cause Termination prior to the expiration of the Initial Period, the Company shall pay the Executive severance payments in the form of the Executive’s continued Base Salary through the end of the
Initial Period in accordance with the Company’s normal payroll policies; and
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6.1.4. Subject to Section 6.4, if the
Executive and Company do not mutually agree to enter into a permanent Chief Executive Officer agreement during or following the end of the Period of Employment, the Company agrees that it will enter into a consulting arrangement with the Executive
the terms of which shall be negotiated in good faith but shall provide for a guaranteed minimum 12-month consulting period and $50,000 per month consulting fee subject to the terms and conditions set forth in the final agreement.
6.2. If the Executive’s employment terminates due to a
Termination for Cause, as hereinafter defined, the Company will pay the Executive the Accrued Obligations defined in Section 6.1.1. No other payments will be made, and the Company will not be obligated to provide any other benefits to or on behalf of
the Executive. Notwithstanding the foregoing, if the Executive’s employment terminates due to a Termination for Cause, and it is later determined by a court of competent jurisdiction in a final, non-appealable judgment that no basis existed for a
Termination for Cause, the Executive’s termination shall be construed as being a Without Cause Termination, and the Executive’s remedies shall be limited to the payments and benefits set forth in Sections 6.1.2, 6.1.3 and 6.1.4 herein.
6.3. If the Executive quits, abandons employment or
otherwise resigns from employment with the Company, or the Executive’s employment is terminated as a result of the Executive’s death or Disability, the Company will pay the Accrued Obligations defined in Section 6.1.1. No other payments will be made,
and the Company will not be obligated to provide any other benefits to or on behalf of the Executive, except any benefits payable under plans or programs to the extent then vested and in accordance with the terms of such other plans or programs.
6.4. The Executive’s entitlement to the payments,
arrangements and benefits provided in Sections 6.1.2, 6.1.3 and 6.1.4 is subject to: (a) the Executive executing, upon termination of employment and in no event later than sixty (60) days after the Date of Termination, and not revoking within any
time period provided by the Company to do so, a fully executed release of claims, in the Company’s customary form for senior executives, that fully and irrevocably releases and discharges the Company, its Affiliates and each of their directors,
officers, agents and employees from any and all claims, charges, complaints, liabilities of any kind, known or unknown, owed to the Executive, except rights to indemnification under Section 4.4 hereof or such claims that may not be released by law,
which release shall not impose on Executive any additional covenants or obligations beyond reaffirmations of agreements and covenants contained in this Agreement or the Confidentiality Agreement (as defined below); and (b) fully complying with the
Executive’s post-employment obligations set forth in Section VIII hereof and the Confidentiality Agreement (as defined below).
6.5. Except as otherwise expressly provided in this
Agreement, upon termination of the Executive’s employment hereunder, the Company’s obligation to make any payments or provide any compensation benefits under this Agreement will cease.
6.6. Immediately upon the termination of the Executive’s
employment hereunder for any reason, the Executive will be deemed to have resigned from any and all directorships, committee memberships and any other offices or positions the Executive holds with the Company and/or its Affiliates (if any), and, at
the Company’s request, the Executive will promptly provide the Company with a formal written resignation from any such directorships, committee memberships and any other offices or positions the Executive holds with the Company and/or its Affiliates,
provided that receipt of such written resignation will not be required for such deemed resignation to be effective.
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SECTION VII
DEFINITIONS
For this Agreement, the following terms have the following meanings:
7.1. “Termination for Cause” means termination of the Executive’s employment by the Company due to the Executive’s: (i) failure to substantially perform the Executive’s duties hereunder (other than
as a result of death or Disability or absence due to temporary illness or incapacity protected by law); (ii) dishonesty in the performance of the Executive’s duties (other than de minimis acts or omissions); (iii) indictment, conviction or entering
of a plea of nolo contendere for a crime constituting a felony or a misdemeanor involving moral turpitude, but expressly excluding any vehicular crimes not involving bodily harm; (iv) willful malfeasance or willful misconduct in connection with the
performance of the Executive’s duties hereunder (other than de minimis acts or omissions); (v) illicit act or omission which is materially injurious to the financial condition or business reputation of the Company or any of its Affiliates; (vi)
material breach of this Agreement, the Confidentiality Agreement (as defined below) or any other written agreement between the Executive, on the one hand, and the Company or any of its Affiliates, on the other hand, including the Executive’s material
breach of any representation, warranty or covenant made under any such agreement; (vii) act or omission which violates the Company’s then existing material written internal policies or procedures; (viii) knowing and intentional failure to comply with
applicable laws in connection with the performance of Executive’s duties hereunder; (ix) falsification of Company records or engaging in theft, fraud, embezzlement or other conduct which is detrimental to the business, reputation, character or
standing of the Company or any of its Affiliates; (x) material failure to comply with reasonable written directives of the Board that are consistent with Executives position; (xi) material failure to reasonably cooperate with any investigation
authorized by the Board; or (xii) commission of any act which constitutes a breach of fiduciary or other common-law duty owed to the Company or any of its Affiliates. The Date of Termination for a Termination for Cause shall be the effective date
of termination of employment as set forth in a written notice to the Executive; provided, however, that termination of the Executive’s employment by the Company pursuant to clauses (i), (vi), (vii), (x) or (xi) will not constitute a “Termination for
Cause” unless the Executive has received written notice from the Company stating the nature of such breach and affording the Executive an opportunity to correct fully the act(s) or omission(s), if such breach is capable of correction, described in
such notice within ten (10) days following the Executive’s receipt of such notice. Notwithstanding the foregoing, (a) no conduct shall be considered “willful” or “intentional” if the Executive acted in good faith and in a manner the Executive
reasonably believed to be in the best interests of the Company and had no reasonable cause to believe that the Executive’s conduct was in violation of the relevant policy, directive, regulation or law; and (b) any act or failure to act that is based
upon a directive of the Board, or the advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.
7.2. “Without Cause Termination” means termination of the Executive’s employment by the Company other than due to Termination for Cause or as a result of Executive’s death or Disability. The Date of
Termination for a Without Cause Termination shall be the effective date of termination of employment as set forth in a written notice to the Executive.
7.3. “Disability” means that the Executive has been unable, for ninety (90) consecutive days, or for any period aggregating one hundred and twenty (120) days in any consecutive twelve (12)-month
period, with or without reasonable accommodation, consistent with applicable law, as the case may be, to perform a substantial portion of Executive’s duties under this Agreement, as a result of physical or mental impairment, illness or injury, as
determined by a medical doctor reasonably selected by the Company and such determination shall be deemed to be conclusive for all purposes hereunder. In connection with the foregoing, the Executive shall cooperate with such medical doctor, including
without limitation by submitting to such medical tests and examinations as may be requested by the medical doctor. A termination of the Executive’s employment by the Company for Disability shall be communicated to the Executive by written notice
upon the expiration of the applicable period, and shall be effective on the fifth (5th) day after receipt of such notice by Executive (the “Disability
Effective Date”), unless the Executive returns to satisfactory and continuous full-time performance of the Executive’s previous duties during such five (5)-day period (as determined in the Company’s sole discretion) before the Disability
Effective Date. Notwithstanding anything to the contrary contained herein, but subject to applicable law, if the Executive is receiving payments from any Company short-term or long-term disability plan (if any such disability plans are in place),
the Executive shall not be eligible to receive, and shall not earn, any Base Salary for the period during which the Executive is receiving payments under such plans. Nothing in this Section 7.3 shall be construed to waive the Executive’s rights, if
any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.
SECTION VIII
OTHER DUTIES AND OBLIGATIONS OF THE EXECUTIVE DURING AND
AFTER THE PERIOD OF EMPLOYMENT
8.1. During the Period of Employment, the Executive will
comply with all Company policies and with all applicable laws.
5
8.2. As a condition of employment, the Executive agrees to
read, sign, and abide by the Company’s Employee Non-Disclosure/Confidentiality and Assignment of Inventions Agreement (the “Confidentiality
Agreement”). The terms of the Confidentiality Agreement are incorporated herein by reference.
8.3. During the Period of Employment and following the Date
of Termination, the Executive agrees to cooperate fully with the Company: (a) concerning reasonable requests for information about the Company’s business or the Executive’s involvement and participation therein; (b) the defense or prosecution of any
claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed or affiliated with the Company; and (c) in connection
with any investigation or review internally or externally by any federal, state or local regulatory, quasi-regulatory or self-governing authority to the extent any such investigation or review relates to events or occurrences relating to business
matters or other work-related issues that transpired while the Executive was employed or affiliated with the Company. The Executive’s full cooperation shall include, but is not limited to, being available to meet and speak with officers or employees
of the Company and/or its counsel at reasonable times and locations, executing accurate and truthful documents, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. The Executive
shall, when requested by the Company or its counsel, provide testimony or other assistance and shall travel at the Company’s request in order to fulfill this obligation; provided, however, that, in connection with such litigation or investigation,
the Company shall reasonably accommodate the Executive’s schedule, shall provide the Executive with reasonable notice in advance of the times in which the Executive’s cooperation or assistance is requested, and shall reimburse the Executive for any
reasonable expenses incurred in connection with such matters unless prohibited by law or ethical rule.
SECTION IX
WITHHOLDING TAXES; TAX MATTERS
The Company may directly or indirectly withhold from any payments under this Agreement amounts authorized by the Executive and all federal, state,
local or other taxes that are required to be withheld pursuant to any law or governmental regulation. The Executive acknowledges that the Company has made no representation or warranty regarding the tax consequences associated with the benefits
described in this Agreement, that the Executive agrees to pay any federal, state, local or other taxes for which the Executive may be personally liable as a result of the benefits conferred under this Agreement, and that the Company has no obligation
to achieve any certain tax results for the Executive.
SECTION X
EFFECT OF PRIOR AGREEMENTS
This Agreement (together with the Confidentiality Agreement) contains the entire understanding between the Company and the Executive with respect to
the subject matter hereof and supersedes any prior agreement, statements or understanding related to the subject matter hereof, including, but not limited to, any employment or similar agreement between the Company and the Executive.
SECTION XI
MODIFICATION; ASSIGNMENT
This Agreement may not be modified or amended except in writing signed by both parties. No term or condition of this Agreement will be deemed to have
been waived except in writing by the party charged with waiver. A waiver shall operate only as to the specific term or condition waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived.
Neither this Agreement nor any right or interest under this Agreement shall be assignable by the Executive, the Executive’s beneficiaries or the Executive’s legal representatives without the prior written consent of the Company; provided, however,
that nothing in this Section XI shall preclude (a) the Executive from designating a beneficiary to receive any benefits payable hereunder upon the Executive’s death or (b) the executors, administrators or other legal representatives of the Executive
or the Executive’s estate from assigning any rights hereunder to the person or persons entitled thereto. The Company may assign this Agreement without the consent of the Executive or any other person.
6
SECTION XII
COMPLIANCE WITH SECTION 409A
Notwithstanding any other provisions of this Agreement, to the extent applicable, this Agreement is intended to comply with Internal Revenue Code
Section 409A and the regulations (or similar guidance) thereunder. To the extent any provision of this Agreement is contrary to or fails to address the requirements of Internal Revenue Code Section 409A, this Agreement shall be construed and
administered as necessary to comply with such requirements. If the Executive is considered a “specified employee” (as defined in Internal Revenue Code Section 409A and related Treasury Regulations) at the time of any “separation from service” (as
defined in Internal Revenue Code Section 409A and related Treasury Regulations) under Section 6.1 of this Agreement, a portion of the amount payable to the Executive under Section 6.1 shall be delayed for six (6) months following the Executive’s Date
of Termination to the extent necessary to comply with the requirements of Internal Revenue Code Section 409A or an exemption therefrom. Any amounts payable to the Executive during such six (6) month period that are delayed due to the limitation in
the preceding sentence shall be paid to the Executive in a lump sum during the seventh (7th) month following the Executive’s Date of Termination (or, if earlier, upon the Executive’s death). If, under this Agreement, an amount is to be paid in two or
more installments, for purposes of Internal Revenue Code Section 409A, each installment shall be treated as a separate payment. To the extent not otherwise specified in this Agreement, all reimbursements and in-kind benefits provided under this
Agreement shall be made or provided in accordance with the requirements of Section 409A of the Internal Revenue Code, including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during the Executive’s lifetime (or
during a short period specified in this Agreement); (b) the amount of expenses eligible for reimbursement, or in kind benefits to be provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be
provided, in any other calendar year; (c) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (d) the right to reimbursement or in kind
benefits is not subject to liquidation or exchange for another benefit. In the event that this Agreement or payments hereunder shall be deemed not to be exempt from or to comply with Section 409A of the Internal Revenue Code, neither the Company, the
Board, nor its or their designees or agents shall be liable to the Executive or any other persons for actions, decisions or determinations made in good faith.
SECTION XIII
GOVERNING LAW; DISPUTE RESOLUTION
This Agreement has been executed and delivered in the State of Florida and its validity, interpretation, performance and enforcement shall be governed
by the laws of the State of Florida. Except for claims for injunctive relief as provided in the Confidentiality Agreement, the parties agree that, to the fullest extent permitted by applicable law, the resolution of any matter in any way arising out
of, relating to, or connected with this Agreement or the Executive’s employment by the Company (or the termination thereof) shall be submitted to confidential, mandatory, binding arbitration pursuant to Section 11 of the Confidentiality Agreement.
SECTION XIV
MISCELLANEOUS
The parties agree that there shall be no presumption that any ambiguity in this Agreement is to be construed against the drafter. No provision of this
Agreement will be interpreted in favor of, or against, any of the parties hereto by reason of the extent to which any such party or the Executive’s or its counsel participated in the drafting thereof or by reason of the extent to which any such
provision is inconsistent with any prior draft hereof or thereof. The Executive acknowledges and confirms that the Executive has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel, and fully understands
all provisions of this Agreement.
[Signature Page To Follow]
7
IN WITNESS WHEREOF, the parties have signed this Agreement as of the first date set forth above.
COMPANY:
By:
/s/ W. Kyle Green
Name: W. Kyle Green
Title: Director
EXECUTIVE:
/s/ Kevin
McGurn
Kevin McGurn
8
Exhibit A
Yorkville Acquisition SPAC Practice:
•
Yorkville Acquisition I Corp (as founder shareholder)
•
Yorkville Acquisition 2: Texas Ventures (as founder shareholder)
•
Yorkville Acquisition 3: Blue Water (Principal Executive Officer)
•
Yorkville Acquisition 4: Yorkville International Capital Corp (Principal Executive Officer)
New America Acquisition SPAC Franchise
•
New America Acquisition I Corp (active) (Principal Executive Officer)
•
New America Acquisition II Corp (future)
McGurn Advisors, LLC
•
Sono Group NV - Bitcoin DAT (Advisory Board position)
9
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: ef20071438_ex99-1.htm · Sequence: 4
Exhibit 99.1
Trump Media & Technology Group Appoints Kevin McGurn as Interim Chief Executive Officer
SARASOTA, Fla., April 21, 2026 (GLOBE NEWSWIRE) -- Trump Media and Technology Group Corp. (Nasdaq: DJT) ("Trump Media" or the "Company"), operator of
the social media platform Truth Social, the video streaming service Truth+, and the financial services and FinTech brand Truth.Fi, today announced the appointment of Kevin J. McGurn as Interim Chief Executive Officer ("CEO"), effective immediately.
McGurn, who has served as an advisor to Trump Media since December 2024, will succeed current CEO Devin Nunes, and will lead the Company's strategic
initiatives across social media, streaming, and mergers and acquisitions. McGurn is a seasoned executive with more than two decades of leadership experience across digital media, streaming, telecommunications, and advertising technology. He has held
senior leadership roles at major media and technology companies and has advised organizations on strategic growth, platform development, and corporate transactions.
"I want to thank Devin Nunes for his dedicated service to the Company over the past four years, and congratulate Kevin McGurn on his appointment as
Interim CEO," said Donald Trump Jr. on behalf of the Board of Directors. "Kevin brings deep experience across media, technology, and capital markets, as well as a strong understanding of Trump Media's operations and strategic priorities. His
familiarity with the Company and alignment with our leadership team uniquely position him to guide Trump Media through this important period."
About TMTG
The mission of Trump Media is to end Big Tech's s assault on free speech by opening up the Internet and giving people their voices back. Trump Media
operates Truth Social, a social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations; Truth+, a TV streaming platform focusing on family friendly live TV channels and on-demand
content; and Truth.Fi, a financial services and FinTech brand incorporating America First investment vehicles.
Investor Relations Contact
Shannon Devine (MZ Group | Managing Director - MZ North America) Email: shannon.devine@mzgroup.us
Media Contact
press@tmtgcorp.com
Cautionary Statement About Forward-Looking Statements
This press release includes forward-looking statements regarding, among other things, the plans, strategies, and prospects, both business and
financial, of Trump Media. We have based these forward-looking statements on our current expectations and projections about future events, including expected potential merger & acquisition activity, the rollout of products and features, our
Bitcoin treasury strategy, the future plans, timing and potential success of the streaming services and the launch and success of our financial services and FinTech platform. Although we believe that our plans, intentions, and expectations reflected
in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and
assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be
preceded by, followed by, or include the words "believes," "estimates," "expects," "projects," "forecasts," "may," "will," "should," "seeks," "plans," "scheduled," "anticipates," "soon," "goal," "intends," or similar expressions. Forward-looking
statements are not guarantees of future performance, and involve risks, uncertainties and assumptions that may cause our actual results to differ materially from the expectations that we describe in our forward-looking statements. There may be events
in the future that we are not accurately able to predict, or over which we have no control.
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