Trump Media (NASDAQ: DJT) details non-cash digital token for holders

Rhea-AI Filing Summary

Trump Media & Technology Group Corp. describes its planned digital token initiative for shareholders and reminds broker participants of key deadlines. Each shareholder will be eligible to receive one digital token per whole DJT share owned as of the February 2, 2026 record date, in partnership with Crypto.com.

Brokers are asked to provide BetaNXT with names, addresses, and record-date share balances for all objecting beneficial owners by February 13, 2026 so eligible holders can participate. The tokens are expected to be non‑equity, non‑transferable, carry no cash value, and not represent ownership interests, though token holders may be eligible for prizes or programs connected to holding the tokens.

false0001849635NYSENYSE00018496352026-02-122026-02-120001849635us-gaap:CommonStockMemberdjt:NASDAQMember2026-02-122026-02-120001849635us-gaap:CommonStockMemberdjt:NYSEMember2026-02-122026-02-120001849635djt:RedeemableWarrantsEachWholeWarrantExercisableForOneShareCommonStockAtAnExercisePriceOf1150Memberdjt:NASDAQMember2026-02-122026-02-120001849635djt:RedeemableWarrantsEachWholeWarrantExercisableForOneShareCommonStockAtAnExercisePriceOf1150Memberdjt:NYSEMember2026-02-122026-02-12

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): February 12, 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 or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

401 N. CATTLEMEN RD., STE. 200

SARASOTA, Florida 34232

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (941) 735-7346

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, par value $0.0001 per share	DJT	The Nasdaq Stock Market LLC
Common stock, par value $0.0001 per share	DJT	New York Stock Exchange Texas
Redeemable Warrants, each whole warrant exercisable for one share common stock at an exercise price of $11.50	DJTWW	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share common stock at an exercise price of $11.50	DJTWW	New York Stock Exchange Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On February 12, 2026, Trump Media & Technology Group Corp., a Florida corporation (the “Company”), issued a press release to remind broker participants of the February 13, 2026 deadline to provide information about the Company’s shareholders as of the February 2, 2026 record date for the Company’s digital token initiative. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description of Exhibits
99.1		Press Release, dated February 12, 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: February 12, 2026
	By:	/s/ Scott Glabe
	Name:	Scott Glabe
	Title:	General Counsel

Exhibit 99.1

Update on Trump Media Digital Token Initiative

Brokers Reminded of Tomorrow’s Deadline

SARASOTA, Fla., Feb. 12, 2026 (GLOBE NEWSWIRE) -- Trump Media and Technology Group Corp. (Nasdaq, NYSE Texas: DJT) ("Trump Media" or the "Company"), operator of the social media platform Truth Social, the streaming platform Truth+, and the FinTech brand Truth.Fi, reminds broker participants of the February 13 deadline to provide information about DJT shareholders as of the February 2 record date, in accordance with the communication to brokers below dated January 21, 2026.

Consistent with its objective of promoting transparency, Trump Media is collaborating with broker participants, intermediaries, and other stakeholders to ensure an accurate and complete count of DJT shareholders as of the record date, including to facilitate the participation of all eligible holders in the digital token initiative.

Communication to Brokers

Date: January 21, 2026

To: Broker Participants

From: Trump Media and Technology Group Corp.

On December 31, 2025, Trump Media and Technology Group Corp. (Nasdaq, NYSE Texas: DJT) (“Trump Media”) announced plans to distribute digital tokens to its shareholders in partnership with Crypto.com. Each shareholder will be eligible to receive one digital token per whole share of DJT owned as of the record date, February 2, 2026.

We are collaborating with our external partners BetaNXT, as proxy agent, and Odyssey Transfer and Trust Company, as transfer agent, to coordinate communications to broker participants and Trump Media shareholders. The digital token will not be an equity security and thus cannot be distributed through The Depository Trust Company (“DTC”). This means that each beneficial shareholder of Trump Media will need to be identified to receive their token distribution, including each shareholder who is designated as an “Objecting Beneficial Owner” (“OBO”).

It is our understanding that Securities and Exchange Commission rules for shareholder communications, including but not limited to Rule 14a-13, Rule 14b-1, Rule 14b-2, and Rule 14c-7, reinforce that banks and brokers have a general obligation to transmit certain materials from issuers to OBOs (e.g. proxy statements, proxy soliciting materials, annual reports, and information statements). This communication, however, concerns token distributions.

Given the foregoing, we hereby request your prompt assistance in providing a complete list of all Trump Media shareholders as of February 2, 2026, who are designated as OBOs to our proxy agent, BetaNXT, who will compile all shareholder details on our behalf in connection with the distribution. The shareholder details required from OBOs to receive a distribution are name, address, and record-date share balance for each OBO. BetaNXT will provide a communication channel and secure file delivery instructions for this data. The record date OBO shareholder details should be provided to BetaNXT no later than February 13, 2026. Please contact BetaNXT at (888) 912-9886 or by email to trumpmediaresponse@betanxt.com to coordinate delivery of the requested OBO information.

All Trump Media shareholders are entitled to receive a token distribution, and each token holder may be eligible to claim prizes or participate in any other program connected to holding token(s). To facilitate this process, the above-requested shareholder information needs to be provided, consistent with brokers’ fiduciary obligations, for logistical, administrative, and regulatory purposes. Failure to do so may jeopardize the ability of Trump Media shareholders to obtain the benefits to which they are entitled. To the extent you believe that it is your obligation to communicate with OBOs about this information, we expect that you will do so promptly and will confirm when complete.

Note that the digital tokens will not be assigned a cash value, and that only ultimate beneficial owners (not borrowers) of Trump Media shares as of the record date will be eligible to receive them.

Your timely assistance with this matter is greatly appreciated as we work toward a successful distribution.

Disclaimer Regarding Digital Tokens

It is anticipated that the digital tokens distributed to Trump Media shareholders will not in and of themselves represent an ownership interest in Trump Media or any other entity, nor should token holders expect rewards to include profits from the essential managerial efforts of others. It is further anticipated that the tokens will not be transferable and cannot be exchanged for cash, and that only ultimate beneficial owners of DJT shares as of February 2, 2026 (not including borrowers of stock) will be eligible to receive digital tokens. Trump Media reserves the right, in its sole discretion, to change, modify or terminate this distribution or any of the terms and conditions relating to the distribution at any time, with or without prior notice.

No Offer or Solicitation

This communication and the information contained herein is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities, or a solicitation of an offer to buy or exchange any securities, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.

Cautionary Statement About Forward-Looking Statements

This press release includes forward-looking statements regarding, among other things, the plans, strategies, and prospects, both business and financial, of Trump Media. We have based these forward-looking statements on our current expectations and projections about future events, including expected potential merger & acquisition activity, the rollout of products and features, our Bitcoin treasury strategy, the future plans, timing and potential success of the streaming services and the launch and success of our financial services and FinTech platform. 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.

About Trump Media & Technology Group

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

Investor Relations Contact

Shannon Devine (MZ Group | Managing Director - MZ North America) Email:

shannon.devine@mzgroup.us

Media Contact

press@tmtgcorp.com

FAQ

What is Trump Media (DJT) announcing about its digital token initiative?

Trump Media is outlining a digital token initiative for its shareholders. Each shareholder may receive one digital token per whole DJT share, based on holdings as of February 2, 2026, subject to the program’s stated terms and conditions.

Who is eligible to receive Trump Media (DJT) digital tokens and how many per share?

Eligibility is limited to ultimate beneficial owners of DJT shares as of February 2, 2026. Each such shareholder will be eligible to receive one digital token for every whole DJT share owned on that record date, excluding borrowers of stock.

What is the February 13, 2026 deadline for Trump Media (DJT) brokers?

Broker participants are asked to submit objecting beneficial owner details to BetaNXT by February 13, 2026. Required information includes each shareholder’s name, address, and record‑date share balance to enable accurate distribution of the digital tokens.

Do Trump Media (DJT) digital tokens represent equity or have cash value?

The digital tokens are anticipated not to represent any ownership interest in Trump Media or other entities. They are also expected to be non‑transferable, cannot be exchanged for cash, and should not offer profits from the essential managerial efforts of others.

What role do Crypto.com, BetaNXT, and Odyssey play in the DJT token distribution?

Trump Media plans to distribute tokens in partnership with Crypto.com while working with BetaNXT as proxy agent and Odyssey Transfer and Trust Company as transfer agent. These partners help manage communications, compile shareholder data, and support the logistical aspects of the token distribution.

Can Trump Media (DJT) change or cancel the digital token distribution?

Trump Media reserves the right, in its sole discretion, to change, modify, or terminate the digital token distribution. It may also alter the related terms and conditions at any time, with or without prior notice, according to the company’s stated disclaimer.

What potential benefits might Trump Media (DJT) digital token holders receive?

Digital token holders may be eligible to claim prizes or participate in programs connected to holding the tokens. These benefits are described as part of the initiative, although the tokens themselves are not expected to carry cash value or represent equity interests.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 14.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.7 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 19.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 28.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.3 KB