DJTWW

Risk Factors Risk Factors Summary Table of Contents We are providing the following summary of the risk factors contained in this Annual Report on Form 10-K to enhance the readability and accessibility of our risk factor disclosures.
Excessive scamming activity or spam could diminish the user experience on TMTG’s platform, which could damage TMTG’s reputation and deter TMTG’s current and potential users from using TMTG’s products and services. • If TMTG encounters issues with the rollout and implementation of its streaming content plans, TMTG may delay or decide not to fully implement the service, which may affect TMTG’s growth strategy and operations. • In connection with the preparation of its financial statements as of and for the year ended December 31, 2024, TMTG identified material weaknesses in its internal control over financial reporting, and TMTG may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls over financial reporting, which may cause TMTG to fail to meet its reporting obligations, result in material misstatements of its consolidated financial statements and could have a material adverse effect on its business and the market price of TMTG’s common stock. • TMTG carries a large amount of cash, cash equivalents, restricted cash, and short-term investments on its balance sheet, which could expose it to additional risks.
Risks Related to our Digital Asset Treasury Strategy and Holdings • Our bitcoin strategy exposes us to various risks, including risk associated with bitcoin. • Bitcoin and Cronos are highly volatile assets, and fluctuations in the price of bitcoin and Cronos are likely to influence our financial results and the market price of our listed securities. • Our operating results will be dependent on the price of digital assets.
If such price declines, our business, operating results, and financial condition would be adversely affected.
Table of Contents • Bitcoin, Cronos and other digital assets are relatively novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty. • Our historical financial statements prior to September 30, 2025 do not reflect the potential variability in earnings that we have experienced to date and may experience in the future relating to our bitcoin and other digital asset holdings. • The recent increase in the availability of alternative ways to gain exposure to bitcoin and other digital assets may adversely affect the market price of our listed securities. • Our bitcoin and digital asset strategy subjects us to enhanced regulatory oversight. • Due to the unregulated nature and lack of transparency surrounding the operations of many bitcoin trading venues, bitcoin trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in bitcoin trading venues and adversely affect the value of our bitcoin. • The concentration of our bitcoin and digital asset holdings enhances the risks inherent in our bitcoin and digital asset strategy. • Our bitcoin and Cronos holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. • Regulatory change reclassifying bitcoin as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of bitcoin and the market price of our listed securities.
Risks Related to our Convertible Notes and Potential Future Indebtedness • Our level and terms of indebtedness could adversely affect our ability to raise additional capital to further execute on our bitcoin strategy, fund other operations, and take advantage of new business opportunities. • We may not have the ability to raise the funds necessary to settle conversions of the Convertible Notes in cash or to repurchase the Convertible Notes for cash upon a fundamental change or other events which require repayment of the Convertible Notes, including the mandatory repurchase provisions contained in the Indenture and at maturity, and any future debt may contain limitations on our ability to engage in cash-settled conversions or repurchases of the Convertible Notes. • The forced conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results. • Collateral requirements and the repurchase rights of holders of our Convertible Notes may constrain our bitcoin strategy and our business.
Risks Related to Our Share Repurchase Program We cannot guarantee that our share repurchase program will be utilized to the full value approved or that it will enhance long-term stockholder value.
Table of Contents Risks Related to Intellectual Property • TMTG’s intellectual property may be infringed upon, and others have and may continue to accuse TMTG of infringing on their intellectual property, either of which could adversely affect TMTG’s business and result in protracted and expensive litigation. • TMTG must comply with licenses related to the use of free, publicly‑available software incorporated in Truth Social products; failure to do so could cause the loss of the ability to use such software, which could in turn adversely affect TMTG’s revenues and results of operations. • Many of TMTG’s products and services rely on, incorporate, and/or license open source software, which may pose particular risks to TMTG’s proprietary software, products, and services in a manner that could have a negative effect on TMTG’s business.
Legal, Regulatory, Compliance, and Governance Risks • TMTG’s reputation, competitive advantage, financial position and relationships with its users could be materially harmed if TMTG is unable to comply with complex and evolving data protection and privacy, security, and breach of notification laws and regulations, and the costs and resources required to achieve compliance may have a materially adverse impact. • TMTG may face lawsuits or incur liability as a result of content published on the Truth ecosystem. • In the future, TMTG may be involved in numerous class action lawsuits and lawsuits and disputes that are expensive and time consuming, and, if resolved adversely, could harm TMTG’s business, financial condition or results of operations. • Florida law and TMTG’s Articles and Bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable. • Ongoing litigation over the “conversion ratio” could adversely affect TMTG’s business, financial condition and stock price. • The Trust holds approximately 41.1% of the outstanding TMTG common stock, which control limits or precludes other stockholders’ ability to influence the outcome of matters submitted to stockholders for approval, including the election of directors, the approval of certain employee compensation plans, the adoption of amendments to TMTG’s organizational documents and the approval of any merger, consolidation, sale of all or substantially all of its assets, or other major corporate transaction requiring stockholder approval.
Risks Relating to the TAE Merger • The market price of TMTG common stock after the TAE Merger may be affected by factors different from those currently affecting the shares of TMTG common stock. • TMTG and TAE are expected to incur substantial costs related to the TAE Merger and integration, and these costs may be greater than anticipated due to unexpected events.
Table of Contents • Combining TMTG and TAE may be more difficult, costly or time-consuming than expected, and TMTG may fail to realize the anticipated benefits of the TAE Merger. • Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the TAE Merger. • If the requisite approval of TMTG shareholders or TAE shareholders is not obtained, or other conditions to the closing of the TAE Merger are not met, the TAE Merger Agreement may be terminated in accordance with its terms and the TAE Merger may not be completed. • Failure to complete the TAE Merger could negatively impact TMTG. • TMTG is subject to certain contractual restrictions pursuant to the TAE Merger Agreement while the TAE Merger is pending. • Each TMTG shareholder will have a substantially reduced ownership and voting interest in the combined company after the consummation of the TAE Merger than the holder’s interest in TMTG prior to the consummation of the TAE Merger. • Issuance of shares of TMTG common stock in connection with the TAE Merger may adversely affect the market price of TMTG common stock. • Shareholder litigation related to the TAE Merger could prevent or delay the completion of the TAE Merger, result in the payment of damages or otherwise negatively impact the business and operations of TMTG. • If TAE defaults under the Convertible Promissory Note issued by TMTG in connection with the TAE Merger Agreement, it could negatively impact TMTG.
Table of Contents TMTG cannot specify with any certainty the particular uses of the net proceeds that TMTG either received pursuant to the Initial Business Combination or will receive under the SEPA and/or due to the exercise of certain outstanding TMTG warrants.
Prior to the closing of the Initial Business Combination, Private TMTG focused on developing Truth Social by enhancing features and user interface rather than relying on traditional performance metrics like average revenue per user, ad impressions and pricing, or active user accounts, including monthly and daily active users.
At this juncture in its development, TMTG believes that adhering to traditional key performance indicators (“KPI s ”), such as signups, average revenue per user, ad impressions and pricing, or active user accounts including monthly and daily active users, could potentially divert its focus from strategic evaluation with respect to the progress and growth of its business.
However, TMTG may find it difficult or resource-prohibitive to implement such effective controls and procedures and may never collect, monitor or report any or certain key operating metrics, which is likely to make it difficult for stockholders in TMTG to evaluate and compare TMTG’s performance to that of companies in similar industries.
Table of Contents If the use of third-party cookies or other tracking technology is restricted by third parties outside of TMTG’s control, rejected by TMTG’s users, or otherwise subject to unfavorable regulation, TMTG’s ability to tailor, improve and provide a consistent experience to TMTG users would be negatively impacted, which could materially and adversely affect TMTG’s growth prospects and financial performance.
Table of Contents TMTG has placed emphasis on building a platform for all Americans to freely express themselves through Truth Social.
Table of Contents The success of Truth+ will depend on its ability to provide consumers with content and its ability to attract and retain channels and content creators.
TMTG has financed its operations principally through the Initial Business Combination with DWAC, convertible loans, and the sale of TMTG common stock.
Substantially all of the convertible notes converted into TMTG common stock upon consummation of the Initial Business Combination, and the remaining convertible notes converted into TMTG common stock upon registration of its underlying shares.
As of December 31, 2025, TMTG has approximately $2,473.1 million of cash, cash equivalents, restricted cash, short-term investments, equity securities, convertible note receivable, digital assets, and digital assets pledged, and $947.1 million of debt (excluding lease liabilities).
Although TMTG currently anticipates that the proceeds from the Initial Business Combination, the shares issued to Yorkville under the SEPA, and the exercise of TMTG warrants, together with TMTG’s available funds and cash flow from operations, are sufficient to meet TMTG’s cash needs for the foreseeable future, TMTG may require substantial additional financing at various intervals in order to continue to develop and promote Truth Social, Truth+, and Truth.Fi, and additional products/acquisitions.
Table of Contents TMTG’s ability to obtain financing will depend, among other things, on TMTG’s development efforts, business plans, operating performance and condition of the capital markets at the time TMTG seeks financing.
In addition, there is no assurance that the holders of the TMTG warrants will elect to exercise any or all of the warrants, and approximately 11 million warrants remained unexercised as of February 25, 2026.
Table of Contents If TMTG fails to expand effectively in international markets, TMTG’s revenue and TMTG’s business will be harmed.
The industries in which TMTG operates or has announced plans to operate-social media, streaming video, and financial products-are all highly competitive.
TMTG believes that its ability to compete effectively for users depends upon many numerous factors both within and beyond TMTG’s control, such as: • the popularity, usefulness, ease of use, performance and reliability of TMTG’s products and services compared to those of TMTG’s competitors; • the amount, quality and timeliness of content generated by TMTG’s users; • the timing and market acceptance of TMTG’s products and services; • the reduced availability of data used by ad targeting and measurement tools; • government restrictions on access to TMTG products, or other actions that impair TMTG’s ability to sell advertising, in their states or countries; • adverse litigation, government actions, or legislative, regulatory, or other legal developments relating to advertising, including developments that may impact TMTG’s ability to deliver, target, or measure the effectiveness of advertising; • the adoption of TMTG’s products and services internationally; • TMTG’s ability, and the ability of TMTG’s competitors, to develop new products and services and enhancements to existing products and services; • the frequency and relative prominence of the ads displayed by TMTG’s competitors; • TMTG’s ability to establish and maintain relationships with platform partners that integrate with Truth Social; • changes mandated by, or that TMTG elects to make to address, legislation, regulatory authorities or litigation, including settlements and consent decrees, some of which may have a disproportionate effect on TMTG; • the application of antitrust laws both in the United States and internationally; • government action regulating competition; • TMTG’s ability to attract, retain and motivate talented employees, particularly engineers, designers and product managers; • TMTG’s ability to build, maintain, and scale technical infrastructure, and risks associated with disruptions in TMTG’s service, catastrophic events, cyber‑attacks, and crises; • acquisitions or consolidation within TMTG’s industry, which may result in more formidable competitors; and • TMTG’s reputation and the brand strength relative to its competitors.
If TMTG is unable to effectively compete due to these or other factors, TMTG’s business could be harmed.
Table of Contents TMTG may experience rapid growth in TMTG’s headcount, operations, and product offerings, which will place significant demands on TMTG’s management and operational and financial infrastructure.
Table of Contents In recent years, there have been significant acquisitions and consolidation by and among TMTG’s potential competitors.
Table of Contents TMTG believes that its unique brand will significantly contribute to the success of TMTG’s business.
Users and subscribers will access Truth Social and Truth+ through TMTG’s website and related mobile applications.
For example, in June 2025, TMTG was informed by its auditor that the auditor’s internal shared drive—including certain data and information belonging to or relating to TMTG—was compromised in a cyber-attack.
Although TMTG has not, as of the date of this quarterly report, determined this incident to have been material with respect to TMTG, it highlights the risk described above.
Table of Contents In addition, third parties may attempt to fraudulently induce employees or users to disclose information in order to gain access to TMTG’s data or TMTG’s users’ data.
The Company may also be susceptible to cybersecurity threats through its third-party service providers.
For example, our independent public accounting firm was subject to a data breach and, while there is no determination of the effect on the Company of the breach, the Company continues to evaluate such effects.
Table of Contents False, misleading, and unfavorable media coverage could negatively affect TMTG’s business.
These matters remain pending, and the court denied The Washington Post’s motion to dismiss TMTG’s second amended complaint on June 6, 2024.
TMTG’s financial results in any given quarter can be influenced by numerous factors, many of which TMTG is unable to predict or is outside of TMTG’s control, including: • TMTG’s ability to maintain and grow TMTG’s user base and user engagement; • TMTG’s ability to attract and retain advertisers in a particular period; • seasonal fluctuations in spending by TMTG’s advertisers; • the number of ads shown to users; • the pricing of TMTG’s ads and other products; • TMTG’s ability to increase payments and other fees revenue; • the diversification and growth of revenue sources beyond advertising and payments; • the development and introduction of new products or services by TMTG or its competitors; • increases in marketing, sales, and other operating expenses that TMTG may incur to grow and expand TMTG’s operations and to remain competitive; • TMTG’s ability to maintain gross margins and operating margins; • TMTG’s ability to obtain equipment and components for TMTG’s data centers and other technical infrastructure in a timely and cost‑effective manner; • system failures or breaches of security or privacy; • inaccessibility of the Truth ecosystem due to third‑party actions; • adverse litigation judgments, settlements, or other litigation‑related costs; Table of Contents • changes in the legislative or regulatory environment, including with respect to privacy, or enforcement by government regulators, including fines, orders, or consent decrees; • fluctuations in currency exchange rates and changes in the proportion of TMTG’s revenue and expenses denominated in foreign currencies; • fluctuations in the market values of TMTG’s portfolio investments and in interest rates; • changes in U.S.

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Gone since FY2024

Risk Factors Risk Factors Summary We are providing the following summary of the risk factors contained in this Annual Report on Form 10-K to enhance the readability and accessibility of our risk factor disclosures.
Excessive scamming activity or spam could diminish the user experience on TMTG’s platform, which could damage TMTG’s reputation and deter TMTG’s current and potential users from using TMTG’s products and services. • If TMTG encounters issues with the rollout and implementation of its streaming content plans, TMTG may delay or decide not to fully implement the service, which may affect TMTG’s growth strategy and operations. • In connection with the preparation of its financial statements as of and for the year ended December 31, 2024, TMTG identified material weaknesses in its internal control over financial reporting, and TMTG may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls over financial reporting, which may cause TMTG to fail to meet its reporting obligations, result in material misstatements of its consolidated financial statements and could have a material adverse effect on its business and the market price of TMTG’s common stock. • TMTG carries a large amount of cash, cash equivalents and short-term investments on its balance sheet, which could expose it to additional risks.
Risks Related to Intellectual Property • TMTG’s intellectual property may be infringed upon, and others have and may continue to accuse TMTG of infringing on their intellectual property, either of which could adversely affect TMTG’s business and result in protracted and expensive litigation. • TMTG must comply with licenses related to the use of free, publicly-available software incorporated in Truth Social products; failure to do so could cause the loss of the ability to use such software which could in turn adversely affect TMTG’s revenues and results of operations. • Many of TMTG’s products and services rely on, incorporate, and/or license open source software, which may pose particular risks to TMTG’s proprietary software, products, and services in a manner that could have a negative effect on TMTG’s business.
Legal, Regulatory, Compliance, and Governance Risks • TMTG’s reputation, competitive advantage, financial position and relationships with its users could be materially harmed if TMTG is unable to comply with complex and evolving data protection and privacy, security, and breach of notification laws and regulations, and the costs and resources required to achieve compliance may have a materially adverse impact. • TMTG may face lawsuits or incur liability as a result of content published on the Truth ecosystem. • In the future, TMTG may be involved in numerous class action lawsuits and lawsuits and disputes that are expensive and time consuming, and, if resolved adversely, could harm TMTG’s business, financial condition or results of operations. • Delaware law and TMTG’s Amended Charter and Bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable. • Ongoing litigation over the “conversion ratio” could adversely affect TMTG’s business, financial condition and stock price. • The Trust holds approximately 52.1% of the outstanding TMTG common stock, which control limits or precludes other stockholders’ ability to influence the outcome of matters submitted to stockholders for approval, including the election of directors, the approval of certain employee compensation plans, the adoption of amendments to TMTG’s organizational documents and the approval of any merger, consolidation, sale of all or substantially all of its assets, or other major corporate transaction requiring stockholder approval.
TMTG cannot specify with any certainty the particular uses of the net proceeds that TMTG either received pursuant to the Business Combination or will receive under the SEPA and/or due to the exercise of certain outstanding TMTG warrants.
Prior to the closing of the Business Combination, Private TMTG focused on developing Truth Social by enhancing features and user interface rather than relying on traditional performance metrics like average revenue per user, ad impressions and pricing, or active user accounts, including monthly and daily active users.
At this juncture in its development, TMTG believes that adhering to traditional key performance indicators (“ KPIs ”), such as signups, average revenue per user, ad impressions and pricing, or active user accounts including monthly and daily active users, could potentially divert its focus from strategic evaluation with respect to the progress and growth of its business.
However, TMTG may find it difficult or resource-prohibitive to implement such effective controls and procedures and may never collect, monitor or report any or certain key operating metrics, which is likely to make it difficult it for stockholders in TMTG to evaluate and compare TMTG’s performance to that of companies in similar industries.
If the use of third-party cookies or other tracking technology is restricted by third parties outside of TMTG’s control, rejected by TMTG’s users, or otherwise subject to unfavorable regulation, TMTG’s ability to tailor, improve and provide a consistent experience to TMTG users would be negatively impacted, which could materially and adversely affect TMTG’s growth prospects and financial performance.
TMTG has placed emphasis on building a platform for all Americans to freely express themselves through Truth Social.
The success of Truth+ will depend on its ability to provide consumers with content and its ability to attract and retain channels and content creators.
TMTG has financed its operations principally through the Business Combination with DWAC, convertible loans, and the sale of TMTG common stock.
Substantially all of the convertible notes converted into TMTG common stock upon consummation of the Business Combination, and the remaining convertible notes converted into TMTG common stock upon registration of its underlying shares.
As of December 31, 2024, TMTG has approximately $776.8 million of cash, cash equivalents, and short-term investments, and $9.6 million of debt.
Although TMTG currently anticipates that the proceeds from the Business Combination, the shares issued to Yorkville under the SEPA, and the exercise of TMTG warrants, together with TMTG’s available funds and cash flow from operations, are sufficient to meet TMTG’s cash needs for the foreseeable future, TMTG may require substantial additional financing at various intervals in order to continue to develop and promote Truth Social, Truth+, and Truth.Fi, and additional products/acquisitions.
TMTG’s ability to obtain financing will depend, among other things, on TMTG’s development efforts, business plans, operating performance and condition of the capital markets at the time TMTG seeks financing.
In addition, there is no assurance that the holders of the TMTG warrants will elect to exercise any or all of the warrants, and approximately 11 million warrants remained unexercised as of January 31, 2025.
If TMTG fails to expand effectively in international markets, TMTG’s revenue and TMTG’s business will be harmed.
The industries in which TMTG operates or has announced plans to operate—social media, streaming video, and financial products—are all highly competitive TMTG believes that its ability to compete effectively for users depends upon many numerous factors both within and beyond TMTG’s control, such as: • the popularity, usefulness, ease of use, performance and reliability of TMTG’s products and services compared to those of TMTG’s competitors; • the amount, quality and timeliness of content generated by TMTG’s users; • the timing and market acceptance of TMTG’s products and services; • the reduced availability of data used by ad targeting and measurement tools; • government restrictions on access to TMTG products, or other actions that impair TMTG’s ability to sell advertising, in their states or countries; • adverse litigation, government actions, or legislative, regulatory, or other legal developments relating to advertising, including developments that may impact TMTG’s ability to deliver, target, or measure the effectiveness of advertising; • the adoption of TMTG’s products and services internationally; • TMTG’s ability, and the ability of TMTG’s competitors, to develop new products and services and enhancements to existing products and services; • the frequency and relative prominence of the ads displayed by TMTG’s competitors; • TMTG’s ability to establish and maintain relationships with platform partners that integrate with Truth Social; • changes mandated by, or that TMTG elects to make to address, legislation, regulatory authorities or litigation, including settlements and consent decrees, some of which may have a disproportionate effect on TMTG; • the application of antitrust laws both in the United States and internationally; • government action regulating competition; • TMTG’s ability to attract, retain and motivate talented employees, particularly engineers, designers and product managers; • TMTG’s ability to build, maintain, and scale technical infrastructure, and risks associated with disruptions in TMTG’s service, catastrophic events, cyber-attacks, and crises; • acquisitions or consolidation within TMTG’s industry, which may result in more formidable competitors; and • TMTG’s reputation and the brand strength relative to its competitors.
If TMTG is unable to effectively compete due these or other factors, TMTG’s business could be harmed.
TMTG may experience rapid growth in TMTG’s headcount, operations, and product offerings, which will place significant demands on TMTG’s management and operational and financial infrastructure.
In recent years, there have been significant acquisitions and consolidation by and among TMTG’s potential competitors.
TMTG believes that its unique brand will significantly contribute to the success of TMTG’s business.
Potential users and subscribers will access Truth Social and Truth+ through TMTG’s website and related mobile applications, where the title selection process may be integrated with TMTG’s delivery processing systems and software.
False, misleading, and unfavorable media coverage could negatively affect TMTG’s business.
On November 20, 2023, in connection with reporting about Private TMTG’s financial results, Private TMTG filed a lawsuit for defamation and injurious falsehood in Florida state court against 20 media defendants.
Private TMTG and one defendant — Nexstar Media, Inc.
(“ Nexstar ”), which owns The Hill — subsequently agreed to resolve their dispute outside of court, to both parties’ mutual satisfaction.
In connection with such resolution, The Hill retracted a November 13, 2023 article, and Private TMTG’s lawsuit was dismissed as to Nexstar on December 4, 2023.
All other terms of TMTG’s settlement with Nexstar remain confidential, and TMTG’s lawsuit remains pending against all other defendants.
TMTG’s financial results in any given quarter can be influenced by numerous factors, many of which TMTG is unable to predict or is outside of TMTG’s control, including: • TMTG’s ability to maintain and grow TMTG’s user base and user engagement; • TMTG’s ability to attract and retain advertisers in a particular period; • seasonal fluctuations in spending by TMTG’s advertisers; • the number of ads shown to users; • the pricing of TMTG’s ads and other products; • TMTG’s ability to increase payments and other fees revenue; • the diversification and growth of revenue sources beyond advertising and payments; • the development and introduction of new products or services by TMTG or its competitors; • increases in marketing, sales, and other operating expenses that TMTG may incur to grow and expand TMTG’s operations and to remain competitive; • TMTG’s ability to maintain gross margins and operating margins; • TMTG’s ability to obtain equipment and components for TMTG’s data centers and other technical infrastructure in a timely and cost-effective manner; • system failures or breaches of security or privacy; • inaccessibility of the Truth ecosystem due to third-party actions; • adverse litigation judgments, settlements, or other litigation-related costs; • changes in the legislative or regulatory environment, including with respect to privacy, or enforcement by government regulators, including fines, orders, or consent decrees; • fluctuations in currency exchange rates and changes in the proportion of TMTG’s revenue and expenses denominated in foreign currencies; • fluctuations in the market values of TMTG’s portfolio investments and in interest rates; • changes in U.S.
TMTG may also depend in part on internet search engines, such as Google, Bing, and Yahoo!, to drive traffic to Truth Social and Truth+.
There are 7.26 billion smart and feature phone users worldwide, including 6.65 billion smartphone users worldwide in 2022.
As the number of TMTG’s users increases and TMTG’s users generate more content, including photos and videos hosted by Truth Social and Truth+, TMTG may be required to expand and adapt TMTG’s technology and infrastructure to continue to reliably store, serve and analyze this content.
TMTG cannot guarantee you that TMTG will successfully and continuously combat scammers and spam, including by suspending or terminating accounts TMTG believes to be spammers and launching algorithmic changes focused on curbing abusive activities.
In addition, spammers attempt to use TMTG’s products to send targeted and untargeted spam messages to users, which may embarrass or annoy users and make Truth Social less user-friendly.
TMTG plans to continue making acquisitions that could require significant management attention, disrupt its business, acquire new capital, result in dilution to its stockholders, and adversely affect its financial results.
TMTG plans to roll out its streaming content in three phases: Phase 1: Introduce Truth Social’s content CDN for streaming live TV to the Truth Social app for Android, iOS, and Web.
TMTG anticipates starting to generate revenue from this technology during 2025, contingent upon the successful implementation of all three phases.
The success of Truth.Fi will depend on the ability of TMTG and/or its partners to successful roll out its planned financial services products; construct customized separately managed accounts and customized exchange traded funds, and other investment vehicles; obtain required regulatory approvals, licenses and permits; and to gain market adoption and consumer interest.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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