SEC Form 8-K filed by Trump Media & Technology Group Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 30, 2025

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Trump Media & Technology Group Corp.

(Exact name of registrant as specified in its charter)

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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

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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:

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

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. ☐

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Amendment and Restatement of 2024 Equity Incentive Plan

On April 30, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Trump Media & Technology Group Corp. (the “Company”), the Company’s stockholders approved the Trump Media & Technology Group Corp. 2024 Equity Incentive Plan, as amended (the “2024 Plan”), to increase the number of shares authorized for issuance thereunder by including an evergreen provision to allow for annual increases to the share pool in the future and to make other administrative changes as described in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 18, 2025 (the “Proxy Statement”). The amended 2024 Plan previously had been approved, subject to stockholder approval, by the Company’s Executive Compensation Committee of the Board of Directors.

A summary of the 2024 Plan is set forth in our Proxy Statement. That summary and the foregoing description of the 2024 Plan are qualified in their entirety by reference to the text of the 2024 Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

At the Annual Meeting, the Company’s stockholders approved the reincorporation of the Company from Delaware to Florida (the “Reincorporation”). In connection with the Reincorporation, the Company filed its Articles of Incorporation (the “Articles of Incorporation”) with the Florida Secretary of State and adopted new Bylaws (the “Bylaws”). The Reincorporation became effective as of April 30, 2025. The forms of the Articles of Incorporation and Bylaws were each attached as an exhibit to the Proxy Statement. The Articles of Incorporation are filed as Exhibit 3.1 and the Bylaws are filed as Exhibit 3.2 to this Current Report on Form 8-K.

A total of 172,934,017 shares of Common Stock, representing 78.5% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following matters and cast their votes as set forth below:

(d) Exhibits. The following exhibits are filed with this Form 8-K:

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.

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