Form 8-K
8-K — Trump Media & Technology Group Corp.
Accession: 0001140361-26-020117
Filed: 2026-05-08
Period: 2026-05-08
CIK: 0001849635
SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — ef20072756_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (ef20072756_ex99-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: ef20072756_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): May 8, 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 2.02
Results of Operations and Financial Condition.
On May 8, 2026, Trump Media & Technology Group Corp. (the “Company”) issued a press release announcing its financial and
operating results for the quarter ended March 31, 2026. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in Item 2.02 of this Current Report on Form 8-K and the press release furnished as Exhibit 99.1 hereto 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 filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description of Exhibits
99.1
Press Release, dated May 8, 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: May 8, 2026
By:
/s/ Scott Glabe
Name:
Scott Glabe
Title:
General Counsel and Secretary
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: ef20072756_ex99-1.htm · Sequence: 2
Exhibit 99.1
Trump Media & Technology Group Reports First Quarter 2026 Results
~ Total Assets of $2.2 Billion and Over $2 Billion in Financial Assets* ~
~ $17.9 Million Cash Provided by Operating Activities with Fourth Consecutive Quarter of Positive Operating Cash Flow ~
~ Truth Social, Truth+ Enhancements Continue as TMTG Moves toward Prospective Merger with TAE Technologies ~
SARASOTA, Fla., May 8, 2026 (GLOBE NEWSWIRE) -- Trump Media and Technology Group Corp. (Nasdaq, NYSE Texas: DJT) (“TMTG” 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, is announcing its financial results for the fiscal quarter ending on March 31, 2026, and is filing its Form 10-Q with the Securities and
Exchange Commission (the “SEC”) today.
TMTG closed the first quarter of 2026 with total assets of $2.2 billion and financial assets of approximately $2.1 billion comprising cash, restricted cash, short-term
investments, equity securities, note receivable and accrued interest, digital assets, and digital assets pledged—nearly tripling the Company’s $759.0 million in financial assets held at the end of the first quarter of 2025. The Company also
announced its fourth consecutive quarter of positive operating cash flow, posting $17.9 million of cash provided by operating activities for the first quarter.
Supported by its strong balance sheet, the Company is continuing to pursue all its strategic priorities, including expanding and enhancing its flagship Truth Social and
Truth+ platforms. Truth Social is currently developing or testing numerous new features including:
•
Discussion and share features for predictions contracts, provided in cooperation with Crypto.com | Derivatives North America (CDNA).
•
A dedicated feature for sports information and discussion.
•
Boosted truths allowing for increased visibility of specific posts.
•
Enhancements to the platform’s interoperability with Truth+.
•
Continued expansion of the use of artificial intelligence to assist the platform’s performance.
The Truth+ video streaming platform had robust enhancements in the first quarter, focusing on expanding content and improving the platform’s ease of use, including:
•
Expanding live TV entertainment options with the addition of new channels including Nothing But Sportz, Retro, and In Touch.
•
Expanding international offerings by adding i24 English Israel, Azores TV, and Western Bound Portugal, while negotiations are ongoing to incorporate additional international
programming options.
•
Enhancing the look and ease of use across the platform, including for the TV guide, on demand programming, carousels, and connected TVs.
•
Introducing push notifications for Truth+ app users.
•
Simplifying the onboarding process and reducing friction for new users.
* Financial Assets, Positive Operating Cash Flow and Adjusted EBITDA are Non-GAAP
Financial Measures, the definitions which can be found in the Use of Non-GAAP Financial Measures section at the end of this release. A reconciliation of Adjusted EBITDA to the most comparable GAAP measure can also be found in the Use of Non-GAAP
Financial Measures section at the end of this release
TMTG Interim Chief Executive Officer Kevin McGurn said, “Trump Media is using its strong balance sheet and positive operating cash flow to continue growing all our
businesses and platform infrastructure. Even as we work toward advancing our proposed merger with TAE Technologies as quickly as possible, we’re identifying new growth opportunities and new ways to increase shareholder value. Truth Social remains a
bastion of free speech with innovative enhancements coming soon, and I look forward to rapidly growing our Truth Social and Truth+ communities and building out these powerful, uncancellable platforms for free expression.”
Aside from its $2.1 billion in financial assets and $17.9 million in positive operating cash flow, the Company reported a $405.9 million net loss and a $387.8 million
Adjusted EBITDA* loss for the first quarter of 2026, the vast bulk of which was non-cash losses including unrealized losses on digital assets, digital assets pledged, and equity securities ($368.7 million), accreted interest ($11.5
million), and stock based compensation ($11.8 million). The Company posted $0.9 million in revenue, as it continues to focus on expanding its infrastructure and audience to prepare for future monetized features.
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
Important Information About the Proposed Transaction and Where to Find It
In connection with TMTG’s merger with TAE Technologies (the “Proposed Transaction”), TMTG intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4 to register the common stock of TMTG (“TMTG Shares”) to be issued in connection with the Proposed Transaction. The registration statement will include a document that serves as a proxy statement and prospectus of
TMTG and consent solicitation statement of TAE (the “proxy statement/prospectus and consent solicitation statement”), and TMTG will file other documents regarding the Proposed Transaction with the SEC. This document is not a substitute for the
registration statement, the proxy statement/prospectus and consent solicitation statement, or any other document that TMTG may file with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND CONSENT SOLICITATION STATEMENT, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TMTG AND TAE, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO, AND RELATED MATTERS.
After the registration statement has been declared effective, a definitive proxy statement will be mailed to the shareholders of TMTG (the “TMTG Shareholders”) and a
prospectus and consent solicitation statement will be sent to the stockholders of TAE. Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus and consent solicitation
statement, as each may be amended or supplemented from time to time, and other relevant documents filed by TMTG with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed with
the SEC by TMTG, including the proxy statement/prospectus and consent solicitation statement (when available), will be available free of charge from TMTG’s website at tmtgcorp.com under the “Investors” tab.
Participants in the Solicitation
TMTG and certain of its directors and executive officers and TAE and certain of its directors and executive officers, may be deemed to be participants in the solicitation
of proxies from the TMTG Shareholders with respect to the Proposed Transaction under the rules of the SEC. Information regarding the names, affiliations and interests of certain of TMTG’s directors and executive officers in the solicitation can be
found by reading TMTG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 27, 2026 (as amended on April 30, 2026), TMTG’s subsequent Quarterly Reports on Form 10-Q filed with the SEC, TMTG’s
definitive proxy statement for the 2025 annual meeting of shareholders filed with the SEC on March 18, 2025 and the proxy statement/prospectus and consent solicitation statement and other relevant materials filed with the SEC in connection with the
Proposed Transaction when they become available. Free copies of these documents may be obtained as described in the paragraphs above. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation
of the TMTG Shareholders in connection with the Proposed Transaction, including a description of their direct and indirect interests, by security holdings or otherwise, will also be set forth in the proxy statement/prospectus and consent
solicitation statement and other relevant materials when filed with the SEC.
Cautionary Statement About Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the U.S. federal securities laws, including regarding, among other things, the plans,
strategies, and prospects, both business and financial, of TMTG, and its current expectations and projections about future events such as TMTG’s Proposed Transaction with TAE. These statements are based on current expectations and assumptions and are
subject to risks and uncertainties that could cause actual results to differ materially. Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “project,” “should,” “will” and similar expressions are intended to identify
forward-looking statements, though not all forward-looking statements contain these identifying words, and the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and
other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause future results, performance or achievements expressed or
implied by the forward-looking statements to differ materially from the forward-looking statements in this communication, including, but not limited to, risks related to TMTG’s or TAE’s ability to demonstrate and execute on commercial viability of
its technology; legal proceedings; ability to obtain financing on acceptable terms or at all; changes in digital asset valuations; disruption to TMTG’s operations; TMTG’s ability to develop and maintain key strategic relationships; competition in
TMTG’s industry; ability to access required materials at acceptable costs; delays in the development and manufacturing of fusion power plants and related technology; ability to manage growth effectively; possibility of incurring losses in the future
and not being able to achieve or maintain profitability; potential generation capacities of specific reactor designs; regulatory outlook; future market conditions; success of strategic partnerships; developments in the capital and credit markets;
future financial, operational and cost performance; revenue generation; demand for nuclear energy; economic outlook and public perception of the nuclear energy industry; changes in laws or regulations; ability to obtain required regulatory approvals
on a timely basis or at all; ability to protect intellectual property; adverse economic or competitive conditions; and other risks and uncertainties. In addition, TMTG cautions you that the forward-looking statements contained in this communication
are subject to the following factors: (i) the occurrence of any event, change or other circumstances that could delay site selection or the Proposed Transaction or give rise to the termination of the agreements related thereto; (ii) the outcome of
any legal proceedings that may be instituted against TMTG or TAE with respect to site selection or the Proposed Transaction; (iii) the inability to complete the Proposed Transaction due to the failure to obtain approval of the shareholders of TMTG or
TAE, or other conditions to closing in the merger agreement; (iv) the risk that the Proposed Transaction disrupts TMTG’s current plans and operations as a result of the announcement of the Proposed Transaction; (v) TMTG’s ability to realize the
anticipated benefits of the Proposed Transaction, which may be affected by, among other things, competition and the ability of TMTG to grow and manage growth profitably following the Proposed Transaction; and (vi) costs related to the Proposed
Transaction, site selection or construction. The forward-looking statements in this press release are based upon information available to TMTG as of the date of this press release and, while TMTG believes such information forms a reasonable basis for
such statements, these statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements. Except as required by applicable law, TMTG does not plan to publicly update or revise any forward-looking statements contained
in this press release, whether as a result of any new information, future events or otherwise. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in TMTG’s periodic
filings with the SEC, including TMTG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (as amended on April 30, 2026), TMTG’s subsequent Quarterly Reports on Form 10-Q and in the Form S-4, when filed, and in other documents
filed by TMTG from time to time with the SEC. TMTG’s SEC filings are available publicly on the SEC’s website at www.sec.gov. These filings do or will identify and address other important risks and uncertainties that could cause actual events and
results to differ materially from those contained in the forward-looking statements. There may be additional risks that TMTG presently knows or that TMTG currently believes are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and TMTG assumes no
obligation and does not intend to update or revise these forward‑looking statements, whether as a result of new information, future events, or otherwise. TMTG does not give any assurance that TMTG will achieve its expectations. The inclusion of any
statement in this communication does not constitute an admission by TMTG or any other person that the events or circumstances described in such statement are material.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of
any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Use of Non-GAAP Financial Measures
The Company uses certain Non-GAAP financial measures, which Financial Assets, Positive Operating Cash Flow and Adjusted EBITDA, as we believe these measures can provide
meaningful information regarding our operating performance. These Non-GAAP measures should be evaluated in addition to and not as a substitute for our financial results presented in accordance with U.S. GAAP.
Financial Assets are our Total Assets comprised solely of cash, restricted cash, short-term investments, equity securities, note receivable and accrued interest, digital
assets, and digital assets pledged. Positive Operating Cash Flow is our cash provided by operating activities. Adjusted EBITDA is a non-GAAP financial measure defined as net income plus interest expense, provision for income taxes, depreciation
and amortization, and stock-based compensation. The Company presents Adjusted EBITDA because management believes that it can be a useful financial metric in understanding the Company’s earnings from operations. Adjusted EBITDA is not a measure of
the Company’s financial performance under GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP.
A reconciliation of Adjusted EBITDA to our most directly comparable GAAP financial measures appears below.
Three Months
Ended March 31
2026
2025
Net loss
$
(405,884.2
)
$
(31,726.6
)
Interest (income)/expense, net
4,239.6
(7,808.4
)
Depreciation & amortization
1,866.4
1,779.2
Stock-based compensation
11,829.6
17,851.7
Income taxes
98.8
-
Adjusted EBITDA
$
(387,849.8
)
$
(19,904.1
)
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May 08, 2026
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