TMTG (DJT) Q3 2026 Earnings Call Transcript

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DATE

Monday, Nov. 9, 2026

CALL PARTICIPANTS

• General Counsel - Scott Glabe
• Interim Chief Executive Officer - Kevin McGurn
• Chief Financial Officer - Phillip Juhan
• Investor Relations - Shannon Devine

TAKEAWAYS

• Revenue -- $3 million, representing a 205% increase year over year driven by the launch of Truth API and subscription growth in the Media segment.
• Net Income -- $409.7 million, reflecting mark-to-market gains on digital assets and related securities following a 42% increase in the price of Bitcoin during the quarter.
• Legal Expenses -- $2.4 million, declining from more than $20 million in the second quarter of 2026 after the resolution of legacy regulatory and legal matters.
• Financial Assets -- $2.3 billion, consisting of cash, short-term investments, and approximately $1.7 billion in Bitcoin and Bitcoin-related assets.
• Convertible Notes -- $1 billion, which are outstanding with a right of repayment for note holders beginning on Nov. 30, 2026.
• Bitcoin Holdings -- 15,649 tokens, with 11,385 of these pledged to the company's yield management program as of Sept. 30, 2026.
• Adjusted EBITDA Loss -- $12.3 million, marking a 65% sequential improvement due to reduced operational overhead and lower legal fees.
• Operating Expenses -- $26.5 million, excluding digital asset impacts, which fell 45% sequentially as the company achieved a leaner cost structure.
• Post-Merger Share Count -- 600 million shares, representing a doubling of the current float of approximately 300 million shares following the completion of the TAE Technologies merger.
• Truth API Revenue -- $1.8 million, contributing to Media segment subscription growth since the data licensing product launched on Aug. 1, 2026.
• Cash Used in Operations -- $28.4 million year-to-date, compared to $2.6 million provided by operations in the prior year due to shifting digital asset yield strategies and receiving income in Bitcoin rather than fiat currency.
• Mark-to-Market Gain -- $378.1 million, resulting from the valuation increase of Bitcoin to approximately $84,000 as of Sept. 30, 2026.
• Investment Gain -- $60 million, primarily realized and unrealized gains from the 42% price increase of IBIT shares during the third quarter.
• Net Financial Assets -- $1.3 billion, calculated net of outstanding debt as of the end of the third quarter.
• Share Repurchases -- zero dollars, with management noting that no buybacks were completed in the third quarter despite a $400 million authorization.
• TAE Technologies Note -- $100 million, which the merger target drew in Oct. 2026 under its existing convertible promissory note agreement with the company.

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RISKS

• McGurn stated, "Regulatory crackdowns and online censorship are always only one election away," describing the political environment as a risk to the platform's commercial moat.
• The company acknowledged the risk of liquidity requirements regarding the $1 billion convertible note, noting that the specific amount to be repaid to note holders is currently unknown.

SUMMARY

Trump Media & Technology Group Corp. (NASDAQ:DJT) reported on the expansion of its media ecosystem and the pending merger with TAE Technologies. Management indicated that the company is transitioning toward a leaner cost structure following the resolution of legacy legal matters. The company stated that its balance sheet provides the flexibility to address debt obligations while maintaining a long-term treasury strategy focused on digital assets.

• Interim CEO McGurn stated, "Sometimes our stock moves before it responds to traditional inputs."
• The company discontinued its planned digital token distribution to shareholders, citing difficulties in obtaining information from objecting beneficial owners.
• Management expects the TAE Technologies merger to close by the end of 2026, which will introduce fusion energy technology to the company portfolio.
• The company intends to use a mix of cash and credit to satisfy the $1 billion convertible note repayment.
• TMTG launched Truth API on Aug. 1, 2026, to license low-latency access to publicly available posts for business-to-business customers.
• CFO Juhan stated, "the decline [in operating cash flow] was due in part to management's decision to pause our digital asset yield strategy as we pivoted to third-party institutional management."

INDUSTRY GLOSSARY

• IBIT: The iShares Bitcoin Trust, an exchange-traded fund that tracks the price of Bitcoin.
• OBO: Objecting Beneficial Owner, a shareholder who does not give permission to their financial intermediary to release their name and address to the company.
• S-4: An SEC filing used by companies to register securities in the context of a merger or acquisition.
• TAE Technologies: A fusion energy company that TMTG has agreed to acquire in a merger of equals.
• Truth API: A business-to-business data feed subscription providing licensed access to Truth Social posts.
• Truth Social: A social media platform operated by Trump Media & Technology Group.
• Truth.Fi: A financial services and FinTech brand encompassing investment vehicles.
• Truth+: A television streaming platform focusing on family-friendly and on-demand content.

Full Conference Call Transcript

Operator: 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.

Scott Glabe: 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.

Kevin McGurn: 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?

Phillip Juhan: 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.

Kevin McGurn: 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.

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

Shannon Devine: 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?

Scott Glabe: 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.

Kevin McGurn: 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.

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

Phillip Juhan: 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.

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

Phillip Juhan: 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.

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

Scott Glabe: 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.

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

Kevin McGurn: 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.

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

Scott Glabe: 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.

Shannon Devine: 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?

Scott Glabe: 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.

Operator: 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.

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