Trump Media Technology Stock

Thank you for standing by. My name is John, and I will be your conference operator today. At this time, I would like to welcome everyone to the Trump Media & Technology Group's Earnings Conference Call for the Third Quarter 2026. [Operator Instructions]

I would now like to turn the call over to Scott Glabe, General Counsel. Thank you, sir. Please go ahead.

Thank you. Good afternoon, and welcome to Trump Media & Technology Group's quarterly earnings call in which we will cover the period ended September 30, 2026. We appreciate everyone joining today.

Before we begin, I'd like to remind everyone that certain statements made during today's call constitute forward-looking statements within the meaning of the federal securities laws. These statements are based on management's current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. Please refer to our Securities and Exchange Commission filings for a discussion of these risk factors.

Additionally, certain statements may include non-GAAP financial measures. These non-GAAP financial measures should be viewed in addition to and not as a substitute for our reported results prepared in accordance with U.S. GAAP. All non-GAAP financial measures referenced in today's call are reconciled in our earnings release to the most directly comparable GAAP measure.

Joining me today are Kevin McGurn, our Interim Chief Executive Officer; and Phillip Juhan, TMTG's Chief Financial Officer. As previously noted, we've collected several questions in advance of today's call. We'll address many of the themes from those questions during our prepared remarks, after which we will address several questions directly.

With that, I'll turn the call over to Kevin.

Thanks, Scott. Good afternoon, everyone. Right out of the gate, I want to address our post-election stock movement. If you've watched our ticker this past week, you saw a familiar pattern. We showed signs of a rebound leading into the midterms and dropped sharply the moment the posts were counted.

Let's be candid. Sometimes our stock moves before it responds to traditional inputs. We've traded as a proxy for the news cycle and political sentiment, not for what we're actually building day-to-day. But while the market was trading on headlines, the underlying business didn't flinch. Our balance sheet didn't change from Tuesday to Wednesday, our product traction didn't reverse. If anything, the election was a stark reminder of why this company was built in the first place.

Regulatory crackdowns and online censorship are always only one election away. The political climate shifts fast and having a truly independent, uncancellable platform isn't just a philosophy, it's our commercial moat. So let's look at the traditional inputs that sentiment hasn't caught up to yet. First, revenue grew 205% year-over-year to $3 million and 78% sequentially. That is driven by contracted recurring subscription revenue. The launch of Truth API in August immediately validated our proprietary data has enterprise institutional value.

Second, our cost structure has fundamentally shifted. With legal disputes behind us, legal expenses plummeted from over $20 million per quarter in the first half of 2026 to $2.4 million this quarter. That is operational capital staying inside our ecosystem. Third, and I want to be very clear about our capital strategy. We ended the quarter with $2.5 billion in total assets and $2.3 billion in financial assets. That liquidity gives us immense flexibility.

We intend to use our cash and available credit to clean up our cap table and address our bond obligations. We are in the fortunate position of not needing to tap the public markets for equity, although we intend to continue to evaluate the tools available to us to maintain our financial flexibility in response to changing markets and our capital needs. Our focus, though, is protecting and growing shareholder value, not diluting it.

Finally, the largest traditional input on our horizon, our merger with TAE Technologies. Last Thursday, the SEC declared our Form S-4 effective. This is a massive regulatory milestone. The definitive proxy materials are going out to shareholders of record as of November 2, and our Special Meeting is scheduled for December 14. We fully remain on track to close by the end of the year. When our merger closes, we solidify public market investor access to the future of energy in our country and around the world.

Just like free speech, energy independence and energy dominance will be a legacy that lasts well beyond an election cycle or term of office. TAE Technologies for its part, brings groundbreaking innovation in fusion energy and in power solutions, technology for super intelligent data centers. Once our merger closes, public market investors will have direct access to a company working to advance American energy independence. Like free speech, energy independence is a legacy that will last well beyond any election cycle or term of office.

Each of the businesses stands on its own merits, both reflecting the power of American innovation and our commitment to long-term shareholder value. We cannot control short-term trading sentiment. What we can control is executing the merger, growing contracted recurring revenue, eliminating overhead and safeguarding our capital structure. I encourage every shareholder to read the proxy materials and vote ahead of December 14.

With that, I'll hand it over to Phil to walk through the third quarter financial results, balance sheet and treasury framework. Phil?

Thanks, Kevin. The company reported third quarter revenue of approximately $3 million, up 78% sequentially from the second quarter of '26 and over 200% year-over-year from the third quarter of '25. The revenue growth occurred primarily in our Media segment, driven by subscription revenue related to Truth API and Truth+, an increase in advertising revenue on our Truth Social platform and higher management fees earned from our Truth.Fi ETF offerings. We'll continue to develop these nascent revenue streams and new initiatives, including Truth API, which we launched on August 1 of this year. Truth API is a business-to-business data feed subscription that provides licensed low-latency access to publicly-available posts from certain top Truth Social accounts.

Excluding gains and losses from digital assets and digital assets pledged, we reported total operating expenses of $26.5 million in the third quarter, down 45% sequentially from the second quarter of '26 and 37% year-over-year. Our improved cost structure was driven by meaningfully lower legal expenses in the quarter. Legal fees were just $2.4 million in 3Q, and that was down from over $20 million in 2Q, and that's following the July 2026 resolution of the remaining SPAC-related matters.

Our net income is impacted by the price volatility of digital assets, particularly Bitcoin. Net income was $409.7 million for the quarter, up over 270% sequentially from the 2Q loss. The increase was driven almost entirely by the mark-to-market of our digital assets, digital assets pledged and related securities. As of September 30, we held approximately 15,649 Bitcoins, of which roughly 11,385 were pledged to our Bitcoin yield management program, along with 7 million shares of IBIT.

In July, we began transitioning the company's holdings into the yield management program using proceeds from a partial sale of our IBIT Holdings to acquire 4,359 Bitcoins during the third quarter, consistent with our shift toward a more diversified third-party institutional approach to managing the digital asset components of our treasury. The $378.1 million reported gain on digital assets in the third quarter largely reflects the 42% increase in the price of Bitcoin to approximately $84,000 on September 30 from approximately $59,000 on June 30.

In addition, we reported an investment gain of $60 million in the third quarter, primarily realized and unrealized gains on Bitcoin-related securities, up over 180% from our second quarter investment loss. This reflects the 42% increase in IBIT's closing share price to roughly $47 on September 30 from roughly $33 on June 30. The year-over-year comparison isn't as meaningful here since we were still establishing our Bitcoin and related securities positions during the third quarter of last year.

Adjusted EBITDA, earnings before interest, taxes, depreciation and amortization, adjusted for certain noncash items was a loss of $12.3 million in the third quarter, a 65% improvement sequentially. We reported net cash used in operating activities of $28.4 million year-to-date through the third quarter of '26 compared to $2.6 million of cash provided by operating activities in the prior year period. The decline was due in part to management's decision to pause our digital asset yield strategy as we pivoted to third-party institutional management of our digital assets as well as receiving yield income in Bitcoin rather than fiat dollars, which reduced operating cash flow relative to recent quarters.

Importantly, we ended the third quarter with $2.3 billion of gross financial assets. That's primarily comprised of $182 million in cash, $31 million of restricted cash, $211 million in short-term investments and $1.7 billion in Bitcoin and Bitcoin-related assets. This balance sheet strength gives us flexibility we need to address the nearly $1 billion in outstanding convertible notes as they come due. To highlight this point, our net financial assets, net of debt were approximately $1.3 billion as of September 30.

I'll now turn the call back over to Kevin for closing remarks before we begin the Q&A session.

Thanks so much, Phil. Before addressing your questions, let's summarize the baseline as we head into year-end. Closing the TAE merger, which is expected by the end of 2026. two, accelerating contracted recurring revenue and quarterly ad revenue with a strategic focus through Truth API, Truth+ and of course, Truth Social, protecting our equity, leveraging cash and credit to clean up the capital structure rather than diluting shareholders and mitigate the short position pressuring our stock. And then four, maintaining complete transparency so that the long-term investors can value us on operating reality, not election noise.

Thank you so much for your continued partnership, and let's move on to our questions.

At this time, I'll pass the floor over to Ms. Shannon Devine for the question-and-answer session.

Thank you, operator. Our first question comes from our friends at The New York Times. This question concerns the note holder right of repayment on November 30 with regards to the $1 billion convertible note. Does the company have an estimate as to how much it will repay to the note holders seeking repayment? And how does the company plan to cover those repayments?

Sure. This is Scott. I'll address the first part of the question and then turn it over to Kevin to address the second part. So with respect to how much the company might pay to noteholders seeking repayment, we can't say with specificity at this time because pursuant to the note documents, notice has gone out to the holders, and they have a period of time extending towards the end of the month to let us know whether they are going to seek repayment. So that process is still ongoing as of today.

That being said, we're certainly posturing to address the notes as of November 30, and I'll turn it over to Kevin to talk about how we're thinking about that time line and our strategy for addressing the principal balance of the outstanding convertible notes.

Great. Yes. As we stated earlier, we've got $2.3 billion of assets on the books and our current thinking is using a mix of cash and credit to repay the notes. Right now, we're not inclined to issue any additional equity, and we want to preserve as much of our Bitcoin as possible to continue our yielding strategy and allow that asset to recover.

Great. Thanks, Kevin. Our next question, was the buyback ever completed in Q3?

Yes, this is Phillip. We do have an approved $400 million share repurchase authorization in place, and we previously used $40 million of that authorization. However, there are no repurchases completed during the third quarter.

And our next question is related to the merger. What will the TAE float be after the merger is completed?

Yes. This is Phillip again. I'll take that. So this is a merger of equals. And the combined company share count will be approximately double the current float. So from about 300 million shares outstanding today to approximately 600 million shares on a fully diluted basis.

Thank you. And our next question, any update on the February 2 token?

Yes. This is Scott, and we do have an update that was included in the 10-Q filed this afternoon, which I will briefly summarize. So as many folks know, on December 31, 2025, TMTG announced a digital token initiative and subsequently set a record date for February 2, 2026. TMTG worked towards implementation of this initiative and assess the feasibility of potential methods to distribute digital tokens to shareholders.

TMTG has now determined that it is in the best interest of the company and its shareholders to discontinue such planned token distribution, particularly in light of challenges associated with obtaining necessary information from shareholders classifying -- classified as objecting beneficial owners, also known as OBOs. Instead, the company will offer benefits and incentives, including, for example, discounts and promotions to bona fide shareholders as of the February 2, 2026 record date as management determines to be reasonable and feasible going forward.

Thank you, Scott. This one is for Kevin. Kevin, what are your main priorities pre-merger close?

Sure. I mean, first and foremost, closing the merger. It's our priority. It's been our priority all year. We are excited about the progress that we've made that our S-4 has gone effective. And again, I can't stress enough how big of a milestone that is for the business and for the certainty of the close of that merger. Secondly, we have addressed this already, but we're solving our bond situation, and we're protecting against dilution. We've come up with a strategy and are working towards the mix that we'll put into market to satisfy that requirement. And we want to maintain as much Bitcoin as possible to continue to run our yielding program.

And then, of course, each and every day through the merger and after, we're running our media business. Our media business is a crown jewel asset. We have a lot of activity, obviously, on the service. You'll continue to hear more from us in product launches and other types of activity, but we continue to grow the market. We're acquiring content. We're selling advertising. We're licensing data. And just like every other media business, we're hyper focused on the fourth quarter and finishing strong for the year.

So as a shareholder, what do I need to be doing or doing ahead of the TAE merger?

This is Scott again. And the short answer is both. So as Kevin mentioned, our registration statement on Form S-4 was declared effective last Thursday and on Friday, November 6, we filed a proxy statement. We've set a special meeting date in connection with the merger of December 14, 2026, and that will be for all shareholders who were -- for all individuals who are shareholders as of the record date, which is November 2, 2026. So please stay tuned. More details will be distributed about the specifics of when and how and where to vote, but the company very much values its many hundreds of thousands of shareholders and looks forward to their participation in the upcoming special meeting.

Thank you, Scott. And our last question, what was the strategy behind the company running a national television ad during the Eternal City Tip-off in Rome?

Yes. Great question. We continue to look for opportunities to growth market our business, not dissimilar to our participation and support for the UFC 250 on the South Lawn of the White House. The Eternal City Tip-Off was a basketball game between Notre Dame and Villanova in Rome with a high concentration of the Catholic community and faith-based community, marrying the sports and the international expansion of that sport for all of those audiences. So whenever we see the opportunity to partner with great folks like Fox, EverWonder Studios and run a national television spot to start the growth market and make folks aware of the content on our platform, we're going to take it.

We're going to continue to do that through the course of the fourth quarter and then on into 2027. So we're really excited about our opportunity. We're really excited about the things we're doing on the service, and we want to go out there and tell people about it and the Eternal City Tip-Off is one of the best ways that we could do that.

Thank you. And ladies and gentlemen, thank you for your participation. That does conclude today's teleconference. Please disconnect your lines at this time, and have a wonderful day.

Thank you for standing by. My name is John, and I will be your conference operator today. At this time, I would like to welcome everyone to the Trump Media and Technology Group's Earnings Conference Call for the second quarter 2026. [Operator Instructions]

I would now like to turn the call over to Scott Glabe, General Counsel. Thank you, sir. Please go ahead.

Thank you. Good afternoon, and welcome to Trump Media and Technology Group's inaugural earnings call in which we will cover the period ending June 30, 2026. We appreciate everyone joining today.

Before we begin, I'd like to remind everyone that certain statements made during today's call constitute forward-looking statements within the meaning of the federal securities laws. These statements are based on management's current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. Please refer to our SEC filings for a discussion of these risk factors.

Additionally, certain statements may include non-GAAP financial measures. These non-GAAP financial measures should be viewed in addition to and not as a substitute for our reported results prepared in accordance with U.S. GAAP. All non-GAAP financial measures referenced in today's call are reconciled in our earnings release to the most directly comparable GAAP measure.

Joining me today are Kevin McGurn, our Interim Chief Executive Officer; and Phillip Juhan, TMTG's Chief Financial Officer. As previously announced, we have collected several frequently asked questions from shareholders and investors in advance of today's call. We will address many of the themes from those questions during our prepared remarks, after which we will address several questions directly.

With that, I'll turn the call over to Kevin.

Thanks so much, Scott, and good afternoon, everyone. We appreciate you joining us today, and I want to thank our shareholder base for their continued support and confidence in this company. Many of you have told us that you'd like to hear from us more often and in more depth. We hear you. Starting with this call, you should expect an evolving approach on how we communicate as a company. More regular updates, more context around our strategy, and more openness about where things stand. There's a spirit behind today's call, and we intend to keep it up.

You'll also have seen a couple of announcements that we made last week involving our Crypto.com partnerships. I'll walk through the thinking behind both in a few minutes because they're a good example of exactly the kind of capital discipline you should expect from us and this team going forward.

Today, Phil and I would like to cover 4 things before taking your questions. First, we'll provide an update on our proposed merger with TAE Technologies and why we believe it positions this company for the next decade of our growth. Second, we'll discuss our digital asset treasury strategy and capital management approach, and I'll hand things over to Phil for a review of this quarter's results.

Third, we'll walk through the operational progress across our media and technology businesses, including the continued build-out of Truth+ and Truth Social and an early progress on our Truth API product. Fourth, and as I mentioned a moment ago, we want to address how we're evolving our approach to investor communications on a go-forward basis.

So let me begin with an update on our proposed merger with TAE Technologies. We continue to make meaningful progress toward the completion of this transaction. Our teams are actively working through the merger process, including completion of TAE's audited financial statements and preparation for the required filings.

I know timing is on everyone's mind. While we're not in a position to commit to a specific date today, given the nature of the regulatory process, I can tell you that we are encouraged by the progress being made and remain committed to keeping shareholders informed as we reach meaningful milestones. I also want to take a minute and to explain why we believe this transaction matters as much as it does because it's easy to lose that thread on a day-to-day basis.

Over the past several years, we've built our media platform around a simple idea. This company should be uncancelable. We should fully control our media platform around a simple idea, our technology, our own infrastructure, and our own destiny. We believe the same principle extends to energy as the world demands for computer power, AI infrastructure, and data centers increases exponentially over the next decade and beyond, energy security becomes a strategic asset in its own right.

We see a combination with TAE and its pioneering work in advanced fusion energy as a long-term bet on that need and a natural extension of the same philosophy that has guided our media and technology strategy, build durable, resilient infrastructure that is independent and on a single party's goodwill.

There's another point I'd like to drive home. This transaction offers more than just energy security for our business. It offers a rare chance to play a key role in securing America's energy independence. The race for AI dominance is playing out between the U.S. and China, and continued progress takes enormous amounts of energy. If we can help TAE realize that tremendous advancements they've made in fusion energy, we believe fusion can turbocharge America's energy revolution and deliver our country a significant edge in the AI race.

I hope this sheds some light on the strategic rationale for why we prioritized this transaction so highly and why we continue to believe it's the single most important driver of long-term value for this company. And as we've said previously, we continue to target closing this transaction by the end of 2026, subject to the customary regulatory and closing conditions. We were drawn to TAE at a time that we saw was particularly advantageous for a moment for the fusion sector.

The commercial time line for fusion energy has been moving up, and valuations across the space have started to reflect that. The next step in this process is the filing of an initial draft registration statement on Form S-4. I encourage shareholders to watch for that filing as a concrete visible sign of progress towards closing.

Looking further out, we view the combined business as a conglomerate with fusion energy representing both our largest weighting and our most significant long-term capital opportunity alongside bitcoin and media. As each operating unit develops, we will assess both its strategic and stand-alone monetary value, maintaining flexibility to monetize, separate, or pursue other strategic alternatives where appropriate. Our objective is to allocate capital towards the highest return opportunities while building the financial capacity to advance fusion and maximize long-term shareholder value.

Turning to our capital strategy. Before I get into our treasury framework, I want to address 2 related announcements from last week because I think they're directly relevant on how we intend to run this company moving forward. First, we mutually agreed with Crypto.com and Yorkville Acquisition Corp., to terminate the previously announced proposed business combination to establish Trump Media CRO Strategy, Inc., along with the related digital asset treasury structure. Separately, we agreed with those same parties not to move forward with a service partnership covering certain digital asset projects.

To be clear, that doesn't affect Yorkville America's America First ETFs, including the Truth Social Funds, which continue uninterrupted. Second, we realigned our approach to prediction markets with Crypto.com. Rather than build a direct technical integration on Truth Social, we're moving into a marketing agreement framework under which Crypto.com's prediction market experience will be marketed to our engaged audience.

I want to outline why we made these decisions. As incoming Chief Executive, part of my job is to take a fresh look at everything on our plate and ask whether it's the best use of our capital and our team's time. In both of these cases, given prevailing market conditions and shifting business and stakeholder priorities, we made the disciplined choice to pivot in order to invest more time and resources in our most important initiatives. That's the nimble posture we intend to bring to capital allocation moving forward.

We will say no to things or change course as warranted as circumstances evolve. That discipline is exactly what frees up more of our attention and resources for our core priorities: closing our merger with TAE, our treasury framework, and growing our media business. With that context, here's where our treasury framework stands today.

During the past quarter, we continued to strengthen how we manage our digital asset treasury. Following a period of reduced trading activity during our leadership transition, we've resumed a more active, disciplined framework focused on diversification, prudent risk management, active hedging, and responsible yield generation. Our objective is straightforward: preserve our long-term strategic exposure while managing volatility and improving the productivity of our balance sheet.

Now I'll turn the call over to Phil for a closer look at our capital strategy and this quarter's results.

Thanks, Kevin. The company reported second quarter revenue of approximately $1.7 million. That's up 92% sequentially from the first quarter of 2026 and 89% year-over-year from the second quarter of 2025. The revenue growth was driven primarily by barter advertising services on Truth Social, subscriptions to the Patriot Package offered as part of our beta launch of Truth+, and management fees earned from our Truth.Fi ETF offerings.

We will continue to develop these nascent revenue streams and new initiatives, including Truth API, which we launched on August 1. Truth API is a business-to-business data feed subscription that provides licensed, low-latency access to publicly available posts from certain top Truth Social accounts.

We reported total operating expenses of $165.2 million in the second quarter, down 44% sequentially from the first quarter of '26, but approximately 270% higher year-over-year. Our operating expenses are largely impacted by the price volatility of digital assets. The year-over-year increase was driven almost entirely by the mark-to-market of our digital assets, mostly bitcoin, and higher legal expenses related to legacy litigation from our 2024 SPAC merger.

The $116.6 million reported loss on digital assets largely reflects the roughly 13% decline in the price of bitcoin to approximately $58,800 on June 30 from approximately $67,800 on March 31. The legacy litigation expenses should moderate significantly in the coming quarters following the July 2026 resolution of the remaining SPAC-related matters.

In addition, we reported an investment loss of $71.8 million in the second quarter, primarily unrealized losses on bitcoin-related securities, down 34% from the first quarter. This reflects a 13% decline in IBIT's closing share price to $33.29 on June 30 from $38.42 on March 31. Note that the year-over-year comparison isn't meaningful here since we were only beginning to build these bitcoin-related security positions late in the second quarter of last year.

As a result, net loss was $238 million for the quarter, down 41% sequentially, though up over tenfold from the prior year period for the same reason noted above. Adjusted EBITDA, earnings before interest, taxes, depreciation, and amortization, was a loss of $223.5 million in the second quarter, down 42% sequentially. As with net loss, this was largely driven by non-cash mark-to-market losses on bitcoin and related securities, which totaled $190.5 million for the quarter.

We reported net cash used in operating activities of $13.7 million for the first half of 2026 compared to net cash used in operating activities of $7.4 million in the prior year period. That modest increase was due in part to management's decision to pause our digital asset yield strategy as we pivoted to third-party institutional management of our digital treasury. Going forward, we're more likely to record yield income in bitcoin rather than fiat dollars, which could reduce operating cash flow relative to recent quarters.

Importantly, we ended the second quarter with $1.9 billion in gross financial assets. That's primarily made up of $215 million in cash, $31 million in restricted cash, $209 million in short-term investments, and $1.2 billion in bitcoin and bitcoin-related assets. Net of debt, our financial assets were approximately $893 million as of June 30. This balance sheet strength gives us the flexibility we need to address the nearly $1 billion in outstanding convertible notes as they come due.

As of June 30, we held approximately 9,477 bitcoins, plus approximately 2,077 bitcoins pledged to our BTC yield management program, along with roughly 14.4 million shares of IBIT. In July, we began transitioning IBIT holdings into the BTC yield management program using proceeds from a partial sale to acquire an additional 2,534 bitcoins, consistent with our shift toward a more diversified third-party institutional approach to managing our digital asset treasury.

With that, I'll turn it back over to Kevin.

Thanks so much, Phil. As you've heard, this quarter reflects a period of transition. While our reported financial results include several items that don't fully reflect the operational momentum underway across the business, our focus hasn't changed. We're executing a long-term strategy designed to build durable shareholder value.

One of the most important developments over the past quarter is the continued integration of our media ecosystem. Truth+ is moving out of beta and into broad commercial availability, supported for the first time by marketing for subscriber acquisition, audience development, and advertising growth.

At the same time, Truth Social has entered its next phase of development through an expanded content strategy, also supported by growth marketing initiatives. We've introduced vertical video, expanded content acquisition efforts, and begun licensing and developing premium programming designed to increase engagement, broaden our audience and strengthen monetization opportunities. What makes these initiatives particularly exciting is that they're not a stand-alone product. Truth Social and Truth+ are designed as a unified ecosystem built on our uncancelable technology.

Short-form mobile content serves as an efficient discovery engine, while premium long-form programming encourages deeper engagement and higher lifetime customer value. Both products share a common technology foundation, a common audience and a common data infrastructure. Together, they create a flywheel where content, users, advertising, subscriptions, engagement and data reinforce one another.

Beyond content and subscribers, we're also expanding the monetization of one of our most valuable strategic assets, our proprietary data and technology platform. Today, our opportunity extends well beyond serving customers directly. It also includes providing enterprise-grade services to institutional and eventually retail customers who depend on timely, reliable information and scalable technology infrastructure. To that end, we're strongly encouraged by the early progress we've made with our newest offering, the Truth API product.

The product is designed to serve customers such as financial institutions, news and media organizations, and developers of AI and large language model applications. We're also working through an expansion of the Truth API for retail trading. Since announcement, we've onboarded several customers. That said, we want to set expectations appropriately because we know there's been a lot of outside speculation about what this platform is worth.

Today, we're in the early innings. To give you a sense of where things stand, we've signed more than 10 customer agreements to date, primarily high-frequency trading firms at rates generally in the range of $60,000 to $100,000 a month. We're also in active conversations with hyperscalers, some of the largest news organizations, and developers of large language models, and we're evaluating opportunities in the prediction market space for data licensing.

We recognize a modest amount of revenue from these agreements today. We believe this can grow into a meaningful, durable contributor, but it's just one piece of a broader media technology strategy that also includes advertising, subscriptions, and our digital asset treasury. Looking ahead, we expect the next phase of the API to include broader third-party distribution. For example, news feeds, financial data terminals and specialty publications, which we believe will bring more visibility to this business over time.

Alongside this product, we've also launched an initiative to protect our proprietary data from unauthorized scraping and use. We view this as a straightforward extension of our fiduciary duty to shareholders, ensuring the value we've built is monetized appropriately, and we are pleased with our progress. Because there's been intense media coverage surrounding this initiative, I'd like to briefly clarify our approach.

Truth API provides a machine-readable feed of publicly available Truth posts from the platform's top accounts in milliseconds. Our customers will get published and publicly available posts fractionally faster. Providing licensed real-time public data through commercial APIs is a well-established business practice across the technology, financial information, and media industries. This is no different.

Our API operates pursuant to commercial licensing agreements, and these decisions, like all our operating decisions, are made by the company management and the Board. We believe expanding these offerings reflects prudent stewardship of the intellectual property and technology our shareholders have invested in building and creates additional long-term value.

As our business evolves, we expect advertising, subscriptions, enterprise software, data licensing, digital asset management and future technology offerings to work together as complementary revenue streams supporting long-term growth.

Looking ahead, our priorities remain clear. One, we're working diligently with TAE to complete our merger, which, as I mentioned, we believe is the single most important driver of our long-term shareholder value. Two, we're managing our balance sheet, including our digital asset treasury, with discipline.

Three, we're focused on building a global diversified media and technology company that combines a highly engaged social platform, premium streaming content, enterprise technology solutions, and multiple recurring revenue opportunities. Four, you're going to see us show up differently as a public company, more frequent updates, more context, and more direct conversation with our shareholder base because that's the right thing to do.

The investments we've made this past year have strategically positioned us to enter our next phase of growth with a leaner cost structure, an expanding product portfolio, and a broader strategic foundation than any other point in our history. We remain focused on execution, disciplined capital allocation, innovation and long-term shareholder value creation. And we appreciate the continued support from our amazing shareholder base, this great team of employees, our customers, and our partners.

With that, we'll turn it over to the operator to address several of the most frequently submitted questions.

Thank you. I would now like to turn the call over to [ Jamie Kirchen ], Investor Relations; and Kevin McGurn, Interim CEO, to address the pre-submitted questions.

Thank you. We will now move to addressing some of the pre-submitted questions that we received.

Kevin, with respect to the TAE merger, what specifically is holding up the S-4 filing? And is there a rough date range you can commit to for filing versus closing?

Sure. So TAE is an amazing company that's been around for over 28 years. So they are going through their audits just like any private company looking to go public. We aim to file the S-4 as soon as possible using our second quarter numbers, and we'll continue aiming for closing by the end of the year, understanding that the SEC process introduces other types of variables.

Can you explain last week's announcement regarding Crypto.com, including as they pertain to Truth Predict?

Of course. Yes, we wanted to get focused, and the prediction markets business is already a pretty crowded space with established companies. Our strategic focus is on closing our proposed merger with TAE, continuing to build our media business and grow advertising revenue. We're developing a marketing agreement with Crypto.com that is designed to promote their prediction market solutions to Truth Social users, and this better aligns with our current business opportunities. We also plan to explore similar partnerships with other prediction markets.

Great. Thanks. Turning to our CFO, Phillip Juhan, to address a couple of financial results questions. You cited legacy SPAC litigation expenses moderating after the July resolution. What was the total settlement cost? And is it fully reflected in these numbers? Or will there be a residual hit in Q3?

Yes. What I can say about that is that the outcome of our legal settlements are recorded within our financial statements through June 30, 2026. The overwhelming majority of legal expenses associated with the now-settled litigation have been accrued for through the second quarter of 2026. Now, given the timing of the settlement in July, we can expect some additional legacy expenses in the third quarter.

And with nearly $1 billion in convertible notes coming due, what is the specific repayment or refinancing plan, cash, refinancing, conversion, or asset sales?

Yes. So we're continuing to explore multiple options around the convertible notes. But our strong balance sheet as of June 30, 2026, puts us in a position to satisfy these liabilities as they come due.

And what portion of the $1.9 billion in gross financial assets is actually liquid and deployable versus committed or pledged to the yield program?

Sure. So as of June 30, 2026, we had over $400 million of cash and short-term investments that were fully liquid and unencumbered. An additional $1.2 billion of bitcoin and related assets could be a source of funds for future liquidity needs. And so I'll stop there.

And turning back to Kevin, how does TMTG plan to expand Truth Social's user base?

Yes. I mean we're focused on growing our media business and our subscriber base for both Truth Social and Truth+. There's a lot of opportunities that we can take advantage of, including standard acquisition marketing and growth marketing. So we'll employ everything that we have at the ready.

And regarding Truth API, how does the company respond to criticism that Trump Media is giving some traders in a market an unfair advantage by selling this access?

Sure. Yes. And I think this one came in from The New York Times, so we appreciate that question. The criticism is misinformed, is the first thing I would say. Truth API provides machine-readable feeds of publicly available Truth posts from the platform's top accounts in milliseconds. Our customers will get published and publicly available posts fractionally faster.

Providing licensed real-time public data through commercial APIs is a well-established business practice, which we're hopeful will deter scraping and other violations of our terms of service. We're encouraged by the early demand for Truth API and we look forward to rolling out the product to other sectors, including retail investors.

And to round things out, what plans are there to ensure Truth Social remains a viable and sustainable platform?

Yes. I mean I've been in the media business a long time, and content begets audience, and audience begets advertisers. So I think content is really the first portion of that opportunity. And then you have to be a marketer as well. So we're going to continue to drive marketing on our service. And we're really excited about it, and the team has been working really hard.

So this concludes our Q&A for this portion. I'll hand it back to the operator.

Yes. Thank you. And that concludes the Q&A portion. And that also concludes today's teleconference.

Ladies and gentlemen, thank you for your participation. You may disconnect your lines, and have a wonderful day.

Good day, and thanks for listening to a joint address regarding the planned merger of Trump Media & Technology Group and TAE Technologies. As a reminder, today's remarks include forward-looking statements based on current expectations. Actual results may differ materially due to factors described in TMTG's SEC filings, and in today's news release which includes other important information about the transaction. In addition, neither TMTG nor TAE, undertakes publicly update or revise any forward-looking statements contained in today's remarks.

Let me now introduce Devin Nunes, TMTG's President and CEO, to kick off today's remarks.

Good morning. Thank you for joining us. I'm excited to be here alongside Dr. Michl Binderbauer, Chief Executive Officer of TAE Technologies to discuss the merger between two companies, TMTG and TAE Technologies. We are confident that this transaction will create significant value for shareholders and owners of both companies. I will briefly walk through the transaction rationale before turning the call over to Michl, who will provide more detail on TAE's technology and breakthroughs, and to share his perspective on why this business combination is so transformative.

Trump Media & Technology Group has built uncancelable infrastructure to secure free expression online for Americans, and now we're taking a big step toward a revolutionary technology that will cement America's global energy dominance for generation. Fusion Power will be the most dramatic energy breakthrough since the onset of commercial nuclear energy in the 1950s, an innovation that will lower energy prices, boost supply, ensure America's AI supremacy, and revive Americas manufacturing base and bolster national defense.

With TAE Technologies, the world's premier Fusion Power company, this combination positions the combined company to help lead the global AI revolution and kickstart an American Energy Renaissance. In short, this deal will create America's first publicly traded Fusion Power company. Why is Fusion Power revolutionary, it's because fusion power plants are now feasible at commercial scale, and they will produce reliable, cost-effective, dispatchable and carbon-free electricity and industrial heat with no nuclear meltdown risk or radioactive waste.

TAE, the undisputed leader in Fusion Power, is the ideal partner for us to achieve this breakthrough. Founded 27 years ago, the company has successfully built 5 demonstration fusion reactors with a track record of safely reducing cost, size and complexity. And it now stands ready to begin work on America's first commercial nuclear fusion plant.

This merger fulfills TMTG's America First principles. Fusion Power will lower energy prices, bolster our national defense, and secure the energy needed to guarantee America's dominance of AI technology.

The partnership also satisfies our MA strategy, combinations that bring transformative technology, the potential for significant long-term value creation and dramatic societal impact. We believe that we are ideally positioned to help usher in this energy revolution. Since becoming a public company last March, TMTG has amassed more than $3 billion in financial assets at the end of the third quarter of 2025. A source of funds that we can deploy to rapidly advance TAE's fusion technology. Together with TAE, we will have the capital and public market access to scale TAE's vision to put abundant nuclear energy on the grid.

Here's the structure of the deal. TMTG and TAE agreed to combine an all-stock transaction valued at more than $6 billion inclusive of debt. Upon closing, TMTG shareholders will own approximately 50% of the combined company on a fully diluted equity basis. We expect this transaction to close in mid-2026, subject to satisfaction of customary closing conditions, including shareholder and regulatory approvals. The combined company will include the core division for developing Fusion Technology, TAE Technologies, supplemented by additional assets, including TAE Power Solutions, TAE Life Sciences and the Truth Social assets.

Dr. Binderbauer and I will be co-CEOs of the combined company. We'll have a 9-person Board with Michael Schwab serving as Chairman, Dr. Binderbauer, Donald Trump, Jr., myself, and 5 other independent board members to be selected and named later. We'll also have an advisory board between specialists with diverse backgrounds and wide-ranging expertise. We'll have a shareholder vote as well as a series of public filings, including S-4 filing. We remain committed to maintaining transparency throughout this process.

At close, we will bring America's first publicly listed nuclear fusion company, working to build and make operational at commercial scale, the utility to scale nuclear fusion power plant. After closing, we plan to quickly seek approvals to site and build the company's first utility-scale power plant. We expect siding to commence by year-end 2026, setting us on path to build future plants expected to be 350 to 500 megawatts.

With that, I'm pleased to turn the call over to Dr. Michl Binderbauer.

Thank you, and welcome, everyone. Today is a big milestone for TAE, fully recognizing the dedication and passion of our people that worked tirelessly over the last quarter century to advance our research to deploying that capital is now becoming our biggest challenge. As part of this transaction, TMTG will invest up to $200 million into TAE, and another $100 million upon filing a Form S-4 with the SEC. This will allow us to accelerate our new term objectives, and upon closing their fortress balance sheet will propel us towards first power in 2031.

A bit on the science. TAE has been rewarded by pursuing a differentiated approach from much of the fusion industry by combining plasma physics and accelerator physics. As David mentioned, Fusion Power is the answer providing reliable, cost-effective, carbon-free electricity, and importantly, cost competitive with conventional production. The breakthrough on our fifth generation reactor validated our design and allows us to move forward faster and with less complexity and lower cost. In short, that means we are ready to move to utility-scale Fusion Power.

We plan to site our first plan next year, subject to regulatory approvals. The following generation of power plants are expected to be in the 350 to 500-megawatt range. We plan to move fast and bring abundant, safe, clean hydrogen-boron power to the grid. TAE is not an unknown success story, and we would not be here today without the enormous support from our partners and investors over the years. We have raised more than $1.3 billion in private capital from a host of smart companies that all recognize the value of our research, including Google, Chevron, Sumitomo, NEA and Charles Schwab, among many others. To them, I offer my deepest gratitude.

I will now turn it back to Devin for closing remarks.

Thanks, Michl. I want to emphasize how powerful this partnership is. TMTG and TAE share a mission center on American innovation and global energy leadership. By combining our strengths, we are positioning the company to lead the transition towards clean, abundant, sustainable power.

In terms of next steps, we will continue advancing regulatory and shareholder approval. All transaction-related information and filings will be available on our Investor Relations site, and we will keep investors informed as milestones are achieved. Thank you again for joining today. We look forward to sharing more updates as we move toward closing.

Thank you. This concludes today's call. Thank you for your participation.