TMTG Form S-3 Registration Statement Becomes Effective

Rhea-AI Summary

Trump Media & Technology Group (DJT), operator of Truth Social, Truth+, and Truth.Fi, announced the effectiveness of its Form S-3 registration statement filed with the SEC on April 1, 2025. The SEC confirmed it would not review the filing, which became effective on April 11, 2025.

The Form S-3 filing, which became available after TMTG's one-year milestone as a public company, consolidates information from existing Form S-1 registration statements. The company emphasized that this routine filing maintains regulatory compliance and does not alter the registration status of shares held by the Donald J. Trump Revocable Trust, previously registered in June 2024. Currently, there is no open window for affiliate share sales.

Positive

• Simplified registration process achieved through Form S-3 eligibility
• Maintained regulatory compliance without SEC review requirement

Negative

• None.

News Market Reaction

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+0.21% News Effect

On the day this news was published, DJT gained 0.21%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

SARASOTA, Fla., April 11, 2025 (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 streaming platform Truth+, and the FinTech brand Truth.Fi, announced that the Company’s registration statement on Form S-3 (No. 333-286327) (the “Form S-3”), filed with the U.S. Securities and Exchange Commission (“SEC”) on April 1, 2025, became effective today after the SEC informed the Company it will not review the filing.

TMTG recently became eligible to file the simplified Form S-3 after operating as a public company for one year. The Form S-3, which consolidates and largely restates information from existing, effective Form S-1 registration statements, is a routine filing that helps keep the Company’s filings effective and compliant with regulatory requirements.

The Form S-3 does not represent any change of status for the registration of TMTG shares held by the Donald J. Trump Revocable Trust, which were previously registered in June 2024 on a registration statement on Form S-1, and there is currently no open window for any affiliate to sell shares.

The Form S-3 is available at this link: https://s3.amazonaws.com/sec.irpass.cc/2660/0001140361-25-011700.htm

About TMTG

The mission of TMTG is to end Big Tech's assault on free speech by opening up the Internet and giving people their voices back. TMTG operates Truth Social, a social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations, as well as Truth+, a TV streaming platform focusing on family-friendly live TV channels and on-demand content. TMTG is also launching Truth.Fi, a financial services and FinTech brand incorporating America First investment vehicles.

Cautionary Statement About Forward-Looking Statements

Certain statements in this press release constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements contained in this press release that are not historical facts are forward-looking statements and include, for example, statements regarding, among other things, the plans, strategies, and prospects, both business and financial, of TMTG, Truth.Fi, and its products and services. We have based these forward-looking statements on our current expectations about future events, including the rollout of products and features and the future plans, regulatory approval, timing and potential success of our future collaborations. The forward-looking statements included in this press release are based on our current beliefs and expectations of our management as of the date of this press release. These statements are not guarantees or indicative of future performance. Although we believe that our plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by, or include the words "believes," "estimates," "expects," "projects," "forecasts," "may," "will," "should," "seeks," "plans," "scheduled," "anticipates," "soon," "goal," "intends," or similar expressions. Forward-looking statements are not guarantees of future performance, and involve risks, uncertainties and assumptions that may cause our actual results to differ materially from the expectations that we describe in our forward-looking statements. There may be events in the future that we are not accurately able to predict, or over which we have no control. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements include, but are not limited to, our ability to recognize the anticipated benefits of Truth.Fi and our future collaborations; the possibility that we may be adversely impacted by economic, business, and/or competitive factors; our ability to develop and launch new products and offerings; our ability to obtain regulatory approval; our limited operating history making it difficult to evaluate our business and prospects; our inability to effectively manage future growth and achieve operational efficiencies; our inability to grow or maintain our active user base; our inability to achieve or maintain profitability; occurrence of a cyber incident resulting in information theft, data corruption, operational disruption and/or financial loss; potential diversion of management's attention and consumption of resources as a result of new products and strategies; and those additional risks, uncertainties and factors described in more detail under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, and in our other filings with the Securities and Exchange Commission. We do not intend, and, except as required by law, we undertake no obligation, to update any of our forward-looking statements after the issuance of this press release to reflect any future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Investor Relations Contact

Shannon Devine (MZ Group | Managing Director - MZ North America)
Email: shannon.devine@mzgroup.us

Media Contact

press@tmtgcorp.com

FAQ

What does TMTG's Form S-3 registration statement mean for DJT stock?

The Form S-3 is a routine filing that consolidates existing registration information and maintains regulatory compliance. It does not change the status of previously registered shares or create new selling opportunities.

When did TMTG's Form S-3 registration statement become effective?

TMTG's Form S-3 registration statement became effective on April 11, 2025, after the SEC indicated it would not review the filing.

Can Donald Trump's trust sell DJT shares under the new Form S-3?

No, there is currently no open window for affiliate sales, and the Form S-3 does not change the registration status of shares held by the Donald J. Trump Revocable Trust.

Why was TMTG eligible to file Form S-3 in April 2025?

TMTG became eligible to file the simplified Form S-3 after completing one year of operations as a public company.