[8-K] Trump Media & Technology Group Corp. Reports Material Event

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Form Type

8-K

Filing Explained

The August 5 filing leaves the TAE merger proposed: a future S-4 may register shares, but no issuance or closing is disclosed.

Form 8-Ks report specified material events; here, Trump Media & Technology Group furnished a Financial Times article under Item 7.01. The company says it does not endorse or adopt the article’s other statements, characterizations, or conclusions.

The filing keeps the proposed merger with TAE Technologies at a pre-registration, pre-closing stage. TMTG says it intends to file an S-4 to register common stock to be issued in connection with the transaction, so this disclosure does not itself report an issuance, a completed merger, or a resulting change in existing holders’ share count.

Exhibit 99.1 attributes to TMTG’s interim chief executive a report that about 10 groups had signed Truth API deals priced at $60,000-$100,000 per month. Those are reported commercial terms in the furnished article, not figures the company independently adopts elsewhere in this filing.

The specified resolution path is the future S-4, its effectiveness, the definitive proxy and prospectus materials, TMTG shareholder approval, TAE consent, and other closing conditions. Until those materials are filed, the consideration, exchange mechanics, and final ownership effects are not established here.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Understanding 8-K Material Events →

Available on EDGAR 08/06/2026 - 04:11 PM Accepted by SEC EDGAR 08/06/2026 - 04:09 PM

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): August 5, 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:

		Name of Each
	Trading	Exchange
Title of Each Class	Symbol(s)	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 7.01

Regulation FD Disclosure.

On August 5, 2026, the Financial Times published an article titled “Kevin McGurn, the executive turning Trump's post into a media empire." The article includes statements attributed to Trump Media & Technology Group Corp's (the “Company”) Interim Chief Executive Officer that were provided during an interview.

The Company does not endorse or adopt any other statements, characterizations, or conclusions contained in the article, which represent the views of the publication and its author.

A copy of the article is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1 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, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Important Information About the Proposed Transaction and Where to Find It

In connection with 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 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 can be found in 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 Report on Form 10-Q filed with the SEC on May 8, 2026; 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.

Forward-Looking Statements

This Current Report on Form 8-K, including the exhibits hereto, contains forward-looking statements. All statements, other than statements of present or historical fact included in this communication, regarding TMTG’s proposed merger with TAE, TMTG’s ability to consummate the transaction, the benefits of the transaction and the combined company’s future financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. 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. Such forward-looking statements include, but are not limited to, statements regarding TMTG’s and TAE’s expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: the anticipated timing and terms of the proposed transaction; plans for deployment of capital and the uses thereof; governance of the combined company; development and construction timelines; cost competitiveness of fusion-generated electricity; timing of commercialization of TAE’s fusion technology; expectations regarding the time period over which the combined company’s capital resources will be sufficient to fund its anticipated operations; plans for research and development programs; and future demand for power. These forward-looking statements are based largely on TMTG’s and TAE’s current expectations. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause TMTG’s or TAE’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, 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 or TAE’s operations; TMTG’s or TAE’s ability to develop and maintain key strategic relationships; competition in TMTG’s or TAE’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 and TAE caution 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 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 following announcement of 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 or TAE’s current plans and operations as a result of the announcement of the proposed transaction; (v) TMTG’s and TAE’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 and TAE to grow and manage growth profitably following the proposed transaction; and (vi) costs related to the proposed transaction. The forward-looking statements in this communication are based upon information available to TMTG and TAE as of the date hereof and, while TMTG and TAE believe 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 and TAE do not plan to publicly update or revise any forward-looking statements contained herein, 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), TMTG’s subsequent Quarterly Reports on Form 10-Q and in the Form S-4, when filed. TMTG’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

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.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit		Description

99.1		Article titled “Kevin McGurn, the executive turning Trump’s posts into a media empire,” published by the Financial Times on August 5, 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: August 6, 2026	By:	/s/ Scott Glabe
	Name:	Scott Glabe
	Title:	General Counsel and Secretary

Exhibit 99.1

Kevin McGurn, the executive turning Trump’s posts into a media empire

Head of Trump Media & Technology Group is overseeing a push to charge for high-speed access to announcements

Daniel Thomas, Financial Times

Published August 5, 2026

Perhaps conscious that US presidents are judged by how much they get done during their first 100 days in the job, Kevin McGurn has lately been a busy man.

Since being appointed interim chief executive of Trump Media & Technology Group in April, he has sparked a backlash on Wall Street with plans to charge for high-speed access to the president’s posts on its Truth Social network and is helping oversee a $6bn merger with a nuclear-fusion company.

This is in addition to managing the disparate collection of other assets at the group, which was founded by Donald Trump after his account was banned on Twitter in 2021, spanning cryptocurrency, media streaming and financial services.

But the easygoing New Jersey media veteran is upbeat: “[The job] comes with a lot, and it is a big responsibility. It has this interesting set of challenges that you would never come across in any other role . . . I feel like no matter what, if I make the company money, there will be scrutiny.”

Nasdaq-listed TMTG owns Truth Social, the social media platform frequently used by Trump to broadcast achievements, attack opponents and brag about golf — as well as occasionally post world-shaking pronouncements on tariffs or military operations.

Trump calls Truth Social “his typewriter”, according to the 53-year-old McGurn. For him, the president is simply embracing modern communications, with no practical difference in announcements that “start with Truth Social, and then go to the press briefing room with [White House press secretary] Karoline Leavitt”.

But such market-moving information is valuable, prompting the lossmaking TMTG to this month launch a premium data feed that provides high-speed access to posts from the most influential accounts, mostly Maga in nature, including those of White House deputy chief of staff Dan Scavino or FBI director Kash Patel.

Some on Wall Street raised concerns over a potential conflict of interest that the often all-cap communications by the president were being monetised by a company in which he has an economic interest, albeit at arm’s length via a trust. Others raised fears of legal and regulatory risks.

Two Democratic senators have called on the Securities and Exchange Commission to investigate the service.

For McGurn, the launch of the Truth API service was just an example of the sorts of initiatives he wants to roll out to create a “lasting, durable business”, which he sees as becoming a core part of Trump’s business portfolio after the 2028 election when its poster-in-chief stands down.

He says that accusations that the feed could represent insider trading were “just false” and adds that “when the user presses post, it’s public information [for everyone]. Insider information is material non-public information”.

The API feed gives users milliseconds’ advantage, he says, but that this is just how the technology works. “For me, it was table stakes for running a business like ours. I think we have a right to put it out there in the marketplace,” McGurn says.

“Firstly, literally everyone does it. Secondly, it’s all in real time, so there’s no first or second [for the posts]. Machines are faster than people so they’ll always be quicker. It’s just real time, and then let the internet and the packet delivery take care of itself.”

AI companies were already illegally scraping its site to profit from quick access to its information, he says. Truth Social posts were scraped, reposted and sold on social media platforms such as X, he adds. “I don’t see the difference.”

Truth API is the latest example for many in Washington and Wall Street of the blurring of politics and commerce across Trump’s business portfolio, which has increased substantially in value since he took office for the second time.

The product could prove a money spinner for TMTG. About 10 groups had signed deals so far — mostly high-frequency traders — at a rate of $60,000-$100,000 a month, McGurn says. He wants to add many more.

“Lots of groups will pay for it . . . hyperscalers, news organisations, large language models for AI training. We’ll look at prediction markets potentially for data licensing.”

The launch has helped boost shares by 15 per cent over the past month, an early win for McGurn, an executive who has also worked at Vevo, T-Mobile and Shazam.

Trump has a stake of about 41 per cent in TMTG, according to Bloomberg, which is held indirectly through the Donald J Trump Revocable Trust, where Donald Trump Jr serves as the only trustee. Donald Trump Jr sits on the TMTG board, which is chaired by Boris Epshteyn, senior counsel to the president.

But McGurn is also mindful of the need to please all shareholders in a company whose portfolio stretches from Truth Social and TV streaming to cryptocurrency, financial services and — most recently — a merger with nuclear fusion company TAE Technologies.

TMTG listed in 2024, but shares have sunk 39 per cent over the past year.

This, says McGurn, is linked to the price of bitcoin, which makes up the majority of a $2.5bn investment in crypto and other assets that acts as its corporate treasury. TMTG also offers financial services such as exchange traded funds under its Truth.Fi brand.

TMTG reported a net loss of $712.3mn in 2025, mostly from changes in the value of digital assets given an annual revenue of just $3.7mn.

Trump started the company as a counterweight to perceived liberal bias in Big Tech groups.

Part of the original mission has been usurped by X — popular among many rightwing commentators — while McGurn says that Big Tech has also shifted position. “[X] has embraced a lot of the free speech elements . . . and the rest of the Big Tech companies have also changed. They obviously have very close relationships with the administration. You saw them all at the inauguration.”

With the US midterms in November and the presidential election in 2028, McGurn sees the opportunity to build the platform’s audience, as well as add features around sport and lifestyle, greater AI functions and tie-ups in the predictions market.

Truth Social does not disclose numbers, but McGurn says the company is “for the first time” actively marketing the platform. Similarweb, a digital market intelligence company, estimates that it had about 261,000 daily active users for its mobile app in July, down from more than 436,000 in the same month last year.

The low numbers relative to rivals such as X have led to questions about how sustainable the platform will be, especially after Trump stands down as president.

Asked about the business model after the 2028 election, when the platform potentially loses the US president as its main creator, McGurn is confident that it “absolutely stands up”.

He says: “The pricing model could change based on what we have: it could go up depending on who we bring on the service, what their relevance is to those trading organisations, the news sources, the large language models, the prediction markets. My goal is to get way more creators on this service that have something to say.”

The president has told McGurn that he wants “a durable media business, long lasting, well beyond me”.

Media remains a key focus, he says, even with the different strands of business now within TMTG.

“The [Trump] brand deserves its own lasting media network. Our largest shareholder, the president, loves media. He’s the most engaged person in media,” says McGurn.

“He’s the one at the end of the phone. He watches everything. He reads everything. He posts constantly. He is fascinated by the media, and he understands it better than anyone. So to have a lasting media [group] with his brand makes sense.”

Trump has no management role, he adds, and learns of company developments when they are publicly announced, like other shareholders.

When asked whether he would ever engage with or challenge the US president’s ‘Truths’, McGurn says: “You could never tell him what to do. He will do whatever he would like, and we don’t even broach the subject. We read them just like everyone else.”

McGurn is an interim CEO, reflecting the pending TAE merger, after which a new board is expected to be appointed. But “a media executive was the right choice”, he says, to bring the company “from its political origins into a fully operating media business”.

He was previously an adviser to TMTG, and has had other connections to the group, including serving until April as CEO of a Spac acquisition company affiliated with Yorkville Advisors, which also works with TMTG on its financial services. Yorkville Securities was an adviser on the TAE transaction.

McGurn wants TMTG to become more of a “content originator and a content distributor” based in part around the company’s streaming platform, Truth+, which offers Christian content and conservative news channels such as Newsmax and One America News Network as well as the UK’s GB News. The platform offers a $9.99-a-month ‘Patriot package’ subscription.

Ideas being discussed include shows built around the Trump brand. “It’s not necessarily DJT Senior or DJT Junior, but we have a brand that we’ve licensed from the Trump Corporation to maximise its value in media and technology.”

Original content could then be sold and distributed to other platforms such as YouTube. “The biggest thing I can do for this business is bring more content into the service.”

He admits that the commercial side could be challenging, saying that the advertising industry is “not super supportive of conservative media”.

The most immediate task facing McGurn will be to oversee the merger with TAE, which is aiming to close by the end of 2026.

“We found them in a period of time that was really advantageous. The idea of fusion and the reality that it’s closer than people think has come to the surface, and the valuations have started to really benefit from that.”

A potential spin-off of the media assets is not off the table, he says, but any decision on the shape of the business will come after the merger completes. For shareholders after the deal, TMTG will be a “hedge position across multiple inputs”, he says. “If you weighted them, fusion would be the largest bet being made. Followed by bitcoin. Our goal is to get them all equally weighted and then growing.”

A day in the life

Mornings My day starts at 5am, typically with calls to our European operations teams before a workout and then heading to the airport for a flight. I believe the best business is still done in person. I’m approaching two million miles on United, my preferred airline.

Workday I spend my time focused on the operations of our current business and thinking about new business while balancing closing a merger, running a Bitcoin treasury and building out a global media business. Most of my day is spent speaking with everyone from media platforms to strategic technology partners.

Evenings and weekends I’m an avid golfer, and it’s something that I enjoy tremendously, playing with my wife and kids. I also run several charitable golf outings and support numerous causes, including the TD Foundation. In addition to walking every evening, I’m an amateur drummer and make sure to play for 10-15 minutes each day.

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EXHIBIT 99.1 22.5 KB

[8-K] Trump Media & Technology Group Corp. Reports Material Event

Filing Explained

8-K Event Classification

Filing Exhibits & Attachments

Press Releases

Other Documents