Trump Media director receives 23,105 time‑vested RSUs with quarterly vesting

Rhea-AI Filing Summary

Insider grant and vesting schedule: George Edward Bell, a director of Trump Media & Technology Group Corp. (DJT), was granted 23,105 restricted stock units (RSUs) on 08/22/2025. Each RSU represents a contingent right to one share of common stock and was reported as acquired at $0 per share. One-twelfth (approximately 8.33%) vested on the grant date covering services from March 25, 2025 to June 25, 2025. The remaining eleven-twelfths (approximately 91.67%) vest in eleven substantially equal quarterly installments beginning September 25, 2025 and ending March 25, 2028, subject to continued service and the RSU agreement and the Issuer's 2024 Amended & Restated Equity Incentive Plan. Settlement after vesting is subject to award terms and plan conditions.

Positive

• Alignment of interests: Director compensation is equity-based, encouraging long-term alignment with shareholders.
• Staggered vesting: Quarterly vesting through March 25, 2028 promotes retention over multiple years.

Negative

• Potential future dilution: 23,105 RSUs convert to common stock upon settlement, increasing share count when vested.
• Service condition risk: Vesting conditioned on continued service may indicate forfeiture but creates contingent obligations.

Insights

Corporate Governance Expert

TL;DR: A standard director RSU grant with time-based vesting aligns executive incentives with shareholder retention.

The filing documents a time-based equity award to a director totaling 23,105 RSUs with a customary cliff of one-twelfth vested at grant and the balance vesting quarterly over ~2.5 years. The award was reported as granted with $0 reported price, indicating typical service-based compensation rather than an open-market purchase. Vesting is conditioned on continued service and governed by the issuer's equity plan and award agreement, implying standard forfeiture provisions for departure. This is routine for director compensation and not an immediate dilution event until settlement.

Securities Analyst

TL;DR: The transaction is non-cash, time-vested equity compensation; short-term market impact is minimal.

The Form 4 reports acquisition of RSUs rather than issued shares, so the reported 23,105 units create contingent future dilution upon settlement and conversion to common stock. The initial one-twelfth vesting provides modest near-term potential issuance; the bulk vests across quarterly installments through March 25, 2028. No derivative instruments, sales, or transfers are disclosed. For investors, materiality depends on company share count and potential future share issuance under the equity plan, information not provided in this filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Holding George Edward Bell

(Last) (First) (Middle)

C/O TRUMP MEDIA & TECHNOLOGY GROUP CORP.

401 N. CATTLEMEN RD., SUITE 200

(Street)

SARASOTA FL 34232

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Trump Media & Technology Group Corp. [ DJT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share	08/22/2025		A		23,105(1)(2)	A	$0	23,105(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The securities reported are restricted stock units ("RSUs"), each of which represents the contingent right to receive one share of Trump Media & Technology Group Corp.'s (the "Issuer") common stock, par value $0.0001 per share (the "common stock").

2. The RSU award will vest as follows: one twelfth (approximately 8.33%) of the total number of shares of common stock underlying the RSUs vested on the date of grant as consideration for services provided by the reporting person to the Issuer from March 25, 2025, to June 25, 2025; subject to the reporting person's continued service to the Issuer, the remaining eleven twelfths (approximately 91.67%) of the total number of shares of common stock underlying the RSUs shall vest in eleven (11) substantially equal quarterly installments beginning September 25, 2025, and ending March 25, 2028. Settlement and delivery of common stock following vesting of each installment is subject to the terms and conditions of the RSU award agreement and the Issuer's 2024 Amended & Restated Equity Incentive Plan.

3. The securities reported in Column 5 of Table I are RSUs. Each RSU represents a contingent right to receive one share of common stock, subject to the applicable vesting schedule and conditions of each RSU award agreement and the Issuer's 2024 Amended & Restated Equity Incentive Plan.

	/s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact	08/25/2025
	** Signature of Reporting Person	Date
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FAQ

What did George Edward Bell acquire according to the DJT Form 4?

The Form 4 reports acquisition of 23,105 restricted stock units (RSUs), each representing a contingent right to one share of common stock.

When do the RSUs granted to the director vest?

One-twelfth (~8.33%) vested on the grant date; the remaining ~91.67% vests in eleven substantially equal quarterly installments from 09/25/2025 through 03/25/2028.

Was any cash paid for the RSU award reported on the Form 4 (DJT)?

No cash was reported; the transaction is listed with a $0 price, indicating service-based equity compensation.

Do the RSUs immediately increase DJT's outstanding shares?

No. RSUs are contingent rights and convert to shares only upon settlement after vesting, so dilution occurs later upon issuance.

Are there conditions that could prevent vesting of these RSUs?

Yes. Vesting is subject to continued service and the terms of the RSU award agreement and the Issuer's 2024 Amended & Restated Equity Incentive Plan.