Trump Media and Technology Group (NASDAQ: DJT), the parent entity of the Truth Social platform, the Truth Plus content streaming service, and the soon-to-be-launched asset management and ETF service under the Truth.Fi banner, is currently seeing its stock get hammered on rampant dilution fears after the company registered over 142 million shares for a potential sale.
In a just-filed Form S-3, Trump Media and Technology Group has now registered 8,370,686 common shares that are issuable on the exercise of warrants. Bear in mind that these warrants were issued in the IPO of the SPAC Digital World, which eventually went on to merge with Trump Media.
Additionally, the prospectus has also registered up to 134,078,598 common shares that can be sold at the discretion of "selling securityholders," including ARC Global, holders of Digital World convertible notes, promissory notes, and alternative financing notes, and certain Trump Media directors and officers. The prospectus has also registered for resale the 114.75 million shares held by President Trump in a trust, and over 17 million shares held by Yorkville Advisors.
Do note that Trump's gigantic stake in Trump Media was already cleared for sale in June 2024 via a dedicated a Form S-1. Today's filing has simply re-registered those shares to keep the company's filings effective.
Bear in mind that Trump Media and Technology Group will only receive consideration under the primary offering of 8.37 million shares.
Of course, today's development comes as Trump Media and Technology Group is gearing up to hold its next AGM on the 30th of April, 2025. Ahead of the meeting, the company has tabled six proposals for its shareholders to consider, including one that would see Trump Media reincorporated in Florida from Delaware, and another one that would automatically add 5 percent of the-then outstanding common shares each year between 2026 and 2034 to its available share pool under the A&R equity compensation plan.
Also, do note that Trump Media has yet to show any material earnings. For the year that ended on the 31st of December, the company reported just $3.6 million in sales. What's more, when you remove the amortization of deferred revenue from this figure, actual billings for the year amount to just ~$200,000.
Meanwhile, with its core business under the Truth Social brand largely stagnant, Trump Media and Technology Group is working hard to diversify its revenue sources. As we previously reported, the company's board has now approved the diversion of up to $250 million from its current reserve of around $700 million in cash and cash equivalents towards setting up customized Separately Managed Accounts (SMAs) and ETFs, including one dedicated to Bitcoin, under the Truth.Fi banner and in partnership with Charles Schwab and Yorkville advisors.
At the time of writing, Trump Media and Technology Group shares are down 7 percent in pre-market trading.
Note:
The post has been updated with clarification regarding Trump's stake and the authorization to sell those shares.
About the author: Writing is my one incontrovertible passion. Over the past six years, he has authored over 2,200 distinct articles on financial and tech-related topics, spanning nearly 1 million words. And he has been a member of Wcctech mobile team since 2025. As an alumnus of the University of Toronto, Rotman Commerce Program, I bring nuance, in-depth knowledge, and a unique perspective to every topic that I cover. When I'm not writing, I'm traveling the world, exploring hidden confectionaries and restaurants as an aspiring food connoisseur.
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