SEC Form PRE 14A filed by Trump Media & Technology Group Corp.

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Trump Media & Technology Group Corp. (the “Company”), which will be held virtually on April 30, 2025, at 9:00 A.M. Eastern Time. We are holding the Annual Meeting virtually this year as doing so fosters greater stockholder attendance and participation from any location around the world, and reduces the cost and environmental impact of the Annual Meeting. You will be able to join the Annual Meeting, as well as vote and submit your questions online during the Annual Meeting, by visiting https://www.proxydocs.com/DJT. We have designed the virtual Annual Meeting to ensure that stockholders are afforded the same opportunity to participate as they would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform. References to “in person” attendance or voting in our proxy materials refer, therefore, to attending or voting at the Annual Meeting virtually.

At the Annual Meeting, our stockholders will vote on the following matters:

In addition to these formal items of business, you will have an opportunity to ask questions of the Company’s senior management and members of the Board of Directors. To participate in the meeting, you must have the control number that is shown on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, on your proxy card or the instructions that accompanied your proxy materials.

On behalf of the Company and the members of the Board of Directors, we thank you for your investment and continued support of the Company. We hope that you will join us for the Annual Meeting, and we look forward to the submission of your vote and your continued support throughout the year.

The Annual Meeting of Stockholders of Trump Media & Technology Group Corp. will be held virtually on April 30, 2025, at 9:00 A.M. Eastern Time. You will be able to join the Annual Meeting and vote and submit your questions online during the Annual Meeting by visiting https://www.proxydocs.com/DJT. The Annual Meeting will take place for the following purposes:

Only stockholders of record at the close of business on March 11, 2025 are entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.

Your vote is important. Whether or not you plan to attend the Annual Meeting virtually, we encourage you to submit your proxy as soon as possible. For specific instructions, please refer to your Important Notice of Internet Availability of Proxy Materials or to the question on page 4 of the accompanying proxy statement entitled “How can I vote my shares?”

A complete set of proxy materials relating to our Annual Meeting is available on the internet. On or about March 18, 2025, we will mail to our stockholders of record at the close of business on March 11, 2025, an Important Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our Proxy Statement for the Annual Meeting (the “Proxy Statement”) and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) on the internet and also how to vote their shares via the internet. If you received a Notice by mail, you will not receive printed proxy materials unless you specifically request them. Both the Notice and the Proxy Statement contain instructions on how you can request a paper copy of the Proxy Statement and Annual Report.

The Annual Meeting of Stockholders (the “Annual Meeting”) of Trump Media & Technology Group Corp. (the “Company”) will be held virtually on April 30, 2025, at 9:00 A.M. Eastern Time. You will be able to join the Annual Meeting, as well as vote and submit your questions online during the Annual Meeting, by visiting https://www.proxydocs.com/DJT. We have designed the virtual Annual Meeting to ensure that stockholders are afforded the same opportunity to participate as they would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform. References to “in person” attendance or voting in our proxy materials refer, therefore, to attending or voting at the Annual Meeting virtually.

Our principal executive offices are located at 401 N. Cattlemen Rd., Suite 200, Sarasota, Florida 34232, and our telephone number is (941) 735-7346. When used in this Proxy Statement, the terms “TMTG,” “we,” “us,” “our,” and “the Company” mean Trump Media & Technology Group Corp. and its businesses and subsidiaries.

We have made these proxy materials available to you via the internet or delivered paper copies to you by mail in connection with the Annual Meeting, which will be held online on April 30, 2025. There will be certain items of business that must be voted on by our stockholders at the Annual Meeting, and our Board of Directors (the “Board”) is seeking your proxy to vote on these items. This proxy statement contains important information about the Company and the matters that will be voted on at the Annual Meeting.

The virtual meeting format for the Annual Meeting will provide expanded stockholder access and participation, improve communications, and reduce the cost and environmental impact of the Annual Meeting. We designed the format of the virtual meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to join the Annual Meeting and vote and submit questions online during the Annual Meeting by visiting https://www.proxydocs.com/DJT and using the control number included on the Important Notice of Internet Availability of Proxy Materials (the “Notice”), on your proxy card, or on your voting instruction form provided by your broker, bank or other nominee. During the Annual Meeting, we will answer questions submitted in accordance with the meeting rules of conduct, subject to time constraints. The meeting rules of conduct will be available on the virtual meeting portal. Questions are limited to one per stockholder unless time otherwise permits. If we receive substantially similar questions, we will group such questions together. Questions regarding personal matters or matters not relevant to meeting matters or our business or operations will not be answered.

Under our Amended and Restated Bylaws (the “Bylaws”), stockholders who vote at the Annual Meeting will be deemed to be present in person and their votes will be deemed to have been cast in person. Online check-in will be available at the virtual meeting site approximately 15 minutes prior to the beginning of the Annual Meeting.

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we are making this Proxy Statement and our Annual Report for the year ended December 31, 2024 (the “Annual Report” and, together with this Proxy Statement, the “proxy materials”) available to stockholders electronically via the internet. Stockholders will be able to access the proxy materials on the website referred to in the Notice. Instructions on how to access the

proxy materials via the internet or to request a printed copy may be found in the Notice and in this Proxy Statement. We believe that this electronic process expedites your receipt of the proxy materials and reduces the cost and environmental impact of printing and mailing proxy materials for our Annual Meeting.

On or about March 18, 2025, stockholders of record and beneficial owners of our common stock at the close of business on March 11, 2025 will be sent a Notice instructing them as to how to receive their proxy materials via the internet. The proxy materials will be available on the internet as of March 18, 2025.

Beginning March 18, 2025, you can access the proxy materials and vote your shares online at www.proxydocs.com/DJT. The proxy materials are also available on our own website (https://tmtgcorp.com).

Information on or connected to our website (or the website of any third party) referenced in this Proxy Statement is in addition to and not a part of or incorporated by reference into this Proxy Statement. Such additional information speaks as of the date thereof and is not intended to be confirmed or updated by reference herein. The Company disclaims any liability or responsibility for or endorsement of the information on or connected to the website of a third party.

If you prefer to receive paper copies of the proxy materials and a proxy card, you may request printed materials until April 18, 2025. You may request printed materials by (i) sending an email to [email protected]; (ii) calling 866-648-8133 or (iii) going to www.investorelections.com/DJT.

Stockholders who held shares of our common stock at the close of business on March 11, 2025 are entitled to vote at the Annual Meeting. On the record date, there were      shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote.

A quorum of stockholders is necessary to hold a valid Annual Meeting. A quorum will exist if at least a majority of the outstanding shares entitled to vote at the Annual Meeting are present in person or represented by proxy. On the record date (March 11, 2025), there were      shares outstanding and entitled to vote at the Annual Meeting. Therefore,      shares must be represented in person or by proxy to have a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker or bank) or if you vote at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the Chair of the Annual Meeting or holders of a majority of the shares present in person or by proxy at the Annual Meeting may adjourn or postpone the Annual Meeting to another time or date.

The items of business for the Annual Meeting are as stated in the Notice. There are six proposals scheduled for a vote:

The Board recommends that you vote FOR all six of the proposals to be presented at the Annual Meeting.

If, at the close of business on March 11, 2025, your shares were registered directly in your name with the Company’s transfer agent, Odyssey Transfer and Trust Company, then you are a stockholder of record. Stockholders of record can vote any one of four ways:

If any other matters are properly brought up at the Annual Meeting (other than the proposals contained in this proxy statement), then the named proxy will have the authority to vote your shares on those matters in accordance with their discretion and judgment. The Board currently does not know of any matters to be raised at the Annual Meeting other than the proposals contained in this proxy statement. If you vote via the internet or by telephone, your electronic vote authorizes the named proxy in the same manner as if you signed, dated and returned a proxy card by mail.

If, at the close of business on March 11, 2025, your shares were held in an account at a broker, bank or other nominee, then you are the beneficial owner of shares held in “street name,” and our proxy materials are being made available or forwarded to you by that organization. You may vote by submitting your voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the internet, by telephone or by mail prior to the Annual Meeting, or during the Annual Meeting, as indicated above. Please refer to the information from your broker, bank or other nominee on how to submit voting instructions.

If you vote by mail, no postage is required if your proxy card is mailed in the United States. If you properly vote pursuant to the instructions provided in the Notice or properly complete and deliver your proxy card (whether electronically, by mail or by telephone) and our Inspector of Election receives your instructions in time to vote at the Annual Meeting, your “proxy” (one of the individuals named on your proxy card) will vote your shares as you have directed. If you sign and return your proxy card, but do not make specific selections, your proxy will vote your shares as recommended by the Board. If any other matter is properly presented at the Annual Meeting, including a proposal to postpone or adjourn the meeting, your proxy will vote your shares in accordance with his or her discretion. At present, the Board knows of no other business that is intended to be brought before or acted upon at the Annual Meeting.

We are committed to ensuring that our stockholders have substantially the same opportunities to participate in the Annual Meeting as they would at an in-person meeting. To submit a question at the Annual Meeting, you will need your control number that is printed on the Notice or proxy card that you received in the mail, or via email if you have elected to receive material electronically. You may log in 15 minutes before the start of the Annual Meeting and

submit questions online. You will also be able to submit questions during the Annual Meeting. Appropriate questions asked during the Annual Meeting will be read and addressed during the Annual Meeting, as time permits. Questions and answers may be grouped by topic, and we will group substantially similar questions together and answer them once. Questions regarding personal matters or general economic or political questions that are not directly related to the business of the Company are not pertinent to Annual Meeting matters and, therefore, will not be answered. If there are matters of individual concern to a stockholder and not of general concern to all stockholders, or if a question posed was not otherwise answered, we encourage stockholders to contact us separately after the Annual Meeting.

If you have technical difficulties accessing or using the virtual meeting site during the Annual Meeting, please call the technical support number on the virtual meeting site. The virtual meeting site is supported on browsers (e.g., Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plug-ins. Each participant should ensure strong Wi-Fi or other internet connection.

Stockholders are encouraged to log in to the virtual meeting site prior to the start time in order to leave ample time to confirm the internet connection is sufficient to access the virtual meeting site and to allow sufficient time to log in and familiarize themselves with the virtual meeting features. If you have technical difficulties accessing or using the virtual meeting site during the Annual Meeting, you should call the technical support number on the virtual meeting site.

The table below summarizes the proposals that will be voted on, the vote required to approve each item and how votes are counted.

If you submit a proxy but do not indicate any voting instructions, the person named as proxy will vote in accordance with the recommendations of the Board. The Board’s recommendations are set forth above, as well as with the description of each proposal in this Proxy Statement.

Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the proxy is voted at the Annual Meeting. To change your vote, you may:

Your last dated proxy, properly completed and timely received prior to, or vote cast at, the Annual Meeting will be counted.

If you own your shares in street name, please contact your intermediary for instructions on changing your vote or revoking your proxy.

Mediant has been engaged as our independent agent to tabulate stockholder votes and act as Inspector of Election for the meeting.

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:

Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board.

Your proxy will still be effective and will be voted at the rescheduled Annual Meeting. You will still be able to change or revoke your proxy until it is voted, provided such new proxy or revocation is properly completed and timely received.

Our Bylaws provide that a stockholder may present business to be considered at the Annual Meeting only if proper prior written notice was timely received by us. Other than the items of business described in this Proxy Statement, our Board is not aware of any other business to be acted upon at the Annual Meeting; however, if any other business does properly come before the Annual Meeting, the person named as proxy on the proxy card will vote your shares in accordance with their discretion.

We will report the final voting results on a Current Report on Form 8-K filed with the SEC within four business days after the Annual Meeting. The Form 8-K will be available on the SEC’s website, www.sec.gov, as well as on our own website, https://tmtgcorp.com.

We will pay the costs of this solicitation. Our directors, officers and other employees may solicit proxies on behalf of the Board primarily by mail and via the Internet, but additional solicitations may be made in person, by electronic delivery, telephone, facsimile or other medium. No additional compensation will be paid to our directors, officers or other employees in connection with this solicitation. We may enlist the assistance of brokerage houses, fiduciaries, custodians and other third parties in soliciting proxies. We will, upon request, reimburse brokerage firms and other third parties for their reasonable expenses incurred for forwarding solicitation material to beneficial holders of our common stock.

A list of stockholders entitled to vote at the Annual Meeting will be available electronically for ten days prior to the Annual Meeting through the duration of the Annual Meeting. If you would like to view the stockholder list, please contact our Corporate Secretary at [email protected].

Under rules adopted by the SEC, we are furnishing proxy materials to our stockholders primarily via the internet instead of mailing printed copies of those materials to each stockholder. On or about March 18, 2025, we will mail to our stockholders (other than those who previously requested electronic or paper delivery) the Notice containing instructions on how to access our proxy materials, including our Proxy Statement and our Annual Report. The Notice also instructs stockholders on how to vote via the internet.

This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources; however, if you would prefer to receive printed proxy materials and a proxy card, please follow the instructions included in the Notice and in this Proxy Statement. If you have previously elected to receive our proxy materials electronically, these materials will continue to be made available to you via email until you elect otherwise. If you have previously elected to receive printed proxy materials, you will continue to receive these materials and a proxy card in paper format until you elect otherwise.

This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “may,” “estimate,” “intend” and other similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. Factors that may cause actual results to differ materially from those contemplated by the statements in this Proxy Statement can be found in our most recent Annual Report on Form 10-K filed with the SEC and in the Quarterly Reports on Form 10-Q that we have filed or will file hereafter under the heading “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” The forward-looking statements speak only as of the date of this Proxy Statement and undue reliance should not be placed on these statements. We disclaim any intention or obligation to publicly update or revise any forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this document.

This Proxy Statement contains statements regarding individual and Company performance objectives and targets. These objectives and targets are disclosed in the limited context of our compensation plans and programs and should not be understood to be statements of management’s future expectations or estimates of future results or other guidance. We specifically caution investors not to apply these statements to other contexts.

The Board consists of seven members, including TMTG’s President and Chief Executive Officer. The Board is divided into three classes, Classes I, II and III, each serving three-year terms, except for the initial term of the Class I and Class II directors. The Class I directors are up for reelection at the Annual Meeting, the Class II directors will be up for reelection at the 2026 annual meeting of stockholders and the Class III directors will be up for reelection at the 2027 annual meeting of stockholders. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following the election. Directors will not be able to be removed during their term except for cause, and then only by the affirmative vote of the holders of not less than two thirds (2/3) of the outstanding shares of capital stock then entitled to vote at an election of directors. The directors are divided among the three classes as follows:

Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated David Bernhardt and W. Kyle Green (the “2025 Nominees”) for election to serve as Class I directors, to serve a three-year term ending at the 2028 annual meeting of stockholders and until a successor, if any, is elected and duly qualified. The remaining Class II and III directors will continue to serve in accordance with their terms.

TMTG expects that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of the Board into three classes with staggered three-year terms may delay or prevent a change of our Board or a change in control.

THE BOARD RECOMMENDS VOTING FOR PROPOSAL 1 WHICH CALLS FOR THE ELECTION OF THE 2025 NOMINEES.

The biography of each of the 2025 Nominees is listed below and contains information regarding the person’s service as a director, business experience, public company director positions currently held or held at any time during the last five years, information regarding involvement in certain legal or administrative proceedings (if applicable), and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the person should serve as a director in light of our business and structure as of the date of this Proxy Statement. Our Board believes that these strong backgrounds and sets of skills provide the Board, as a whole, with a strong foundation of technical expertise and a wealth of diverse experience in a wide variety of areas.

David Bernhardt, 55, is the only person ever to be confirmed by the U. S. Senate to serve as secretary, deputy secretary and solicitor of the U.S. Department of the Interior, a U.S. Cabinet department with an asset portfolio that exceeds $300 billion, an annual budget above $16 billion and approximately 65,000 employees. Mr. Bernhardt has over a decade of experience serving at the highest level in this complex department, serving from 2001 to 2009 and again from 2017 to 2021. Before serving as secretary from 2019 to 2021, as deputy secretary from 2017 to 2019, he led many significant initiatives ranging from: modernizing business processes; creating and implementing policies and practices to address a systemic culture of harassment in the workplace; dramatically improving the ethics program; and developing one of the most diverse leadership teams in the department's history. In 2021, Mr. Bernhardt founded 53 Solutions LLC, a consultancy. He is also the founding partner of Bernhardt Law PLLC, and has developed a number of small business enterprises. Since January 2025, Mr. Bernhardt has been a senior counsel at the law firm Brownstein, Hyatt Farber Schreck, LLP, where he previously worked from 2021 to 2024, 2009 to 2017, and 1998 to 2001. In addition, he has dedicated a sizable portion of his time to furthering sound public policy through efforts such as serving as the chairman of the Center for American Freedom with the America First Policy Institute.

Mr. Bernhardt is a graduate of the University of Northern Colorado and the George Washington University Law School, with honors. He is also the author of a memoir titled “YOU REPORT TO ME, Accountability For the Failing Administrative State.”

W. Kyle Green, 52, is an attorney with over 20 years of experience in civil litigation and criminal prosecutions. Since 2007, Mr. Green has been Lead Counsel at the Law Office of W. Kyle Green L.L.C., where he represents both plaintiffs and defendants in various matters including civil and criminal litigation and commercial transactions. Previously, Mr. Green served as Assistant District Attorney for the Louisiana Third Judicial District Court between 2015 and 2018 where he was responsible for major felony prosecutions. From 2007 to 2015, Mr. Green served as the City Prosecutor for the city of Ruston, Louisiana where he successfully prosecuted more than 20,000 criminal defendants. In 2006, the Governor of Louisiana appointed Mr. Green to the state’s Judiciary Commission where he oversaw alleged misconduct involving members of the judiciary until 2007. Mr. Green’s experience also includes time as the in-house counsel and later Vice President of Hogan Hardwood and Moulding, a lumber wholesale company, from 2003 to 2007, and as an attorney at the Law Firm of Coyle and Green, L.L.C. engaged in a civil and criminal legal practice from 1998 to 2003. Mr. Green received a Bachelor of Science degree in Management, magna cum laude, from Louisiana Tech University, and a Juris Doctor degree from Louisiana State University.

A plurality of the votes cast. This means that the two nominees receiving the highest number of affirmative “FOR” votes will be elected.

Devin G. Nunes, 51, TMTG’s Chief Executive Officer and a Director since 2022 and Chairman since April 1, 2024, previously served in the U.S. House of Representatives from 2003 to 2022. He was the Republican leader and former Chairman of the HPSCI, a senior Republican on the Ways and Means Committee, and the Republican leader of the Ways and Means Health Subcommittee. Mr. Nunes was a vital contributor to the 2017 tax system overhaul, authoring a key provision to allow same-year expensing of all business investments for entrepreneurs and businesses. He also championed telemedicine to improve healthcare in underserved, rural areas. In his role on HPSCI, Mr. Nunes spent extensive time overseas working with U.S. military personnel, Central Intelligence Agency officials, and world leaders while promoting freedom and democratic values around the globe. During his time in Congress, many regarded Mr. Nunes as the House of Representatives’ preeminent investigator of government malfeasance and corruption; he was awarded the Presidential Medal of Freedom, America’s highest civilian honor, in 2021. Mr. Nunes graduated from Cal Poly San Luis Obispo, where he received a bachelor’s degree in agricultural business and a master’s degree in agriculture. He is the author of “Restoring the Republic” and “Countdown to Socialism,” and was an early and prominent critic of big tech censorship.

Eric S. Swider, 51, served as Digital World’s Chief Executive Officer from July 2023 to March 2024. He previously served as our Interim Chief Executive Officer from March 2023 until July 2023 and as a director since September 2021. He also served on the Compensation and Audit Committees and serves as the Chair for both Committees. Mr. Swider has been serving as the Chief Executive Officer of RUBIDEX since January 2020, a start-up company focusing on data security. Mr. Swider founded Renatus Advisors and has been serving as the Managing Partner of Renatus LLC since June 2016. Renatus Advisors works with private clients to resolve complex legal, strategic, and operational matters as well as public clients, providing services related to disaster and economic recovery. From February 2021 to October 2022, Mr. Swider served as a director of Benessere Capital Acquisition Corp., a special purpose acquisition company. From September 2016 to January 2018, Mr. Swider served as the Managing Director of Great Bay Global where he oversaw the launch of a new business division focused on investing in alternative strategies. From December 2014 to June 2016, Mr. Swider served as the Managing Director of OHorizons Global, where he oversaw expansion of a new investment team and was responsible for working on a global basis to expand its client base and investment portfolio. From February 2010 to December 2015, Mr. Swider served as the Managing Director of Oceano Beach Resorts, where he was responsible for growing its new property and resort management group. Mr. Swider received his education in Mechanics Engineering and Nuclear Science Studies at U.S. Naval Engineering and Nuclear A Schools, an intensive two-year program studying nuclear physics, heat transfer and fluid flow, advanced mathematical practices and engineering principles.

Donald J. Trump, Jr., 47, has been an Executive Vice President at The Trump Organization since September 2001, where he helps oversee the company’s extensive real estate portfolio, media and other business interests around the globe. He is and has been an officer of hundreds of entities related to President Donald J. Trump and The Trump Organization. In August 2024, Mr. Trump became a director (and was announced by President Donald J. Trump as an honorary co-chair) of Trump Vance 2025 Transition, Inc., a 501(c)(4) nonprofit, the purpose of which was to organize and prepare for the assumption of duties of the President of the United States and facilitate the presidential transition after the 2024 election. Mr. Trump also serves on the board of directors of PSQ Holdings, Inc. (NYSE: PSQH). Over the course of his career, Mr. Trump has played a critical role in many of the company’s most successful real estate development projects, including the Trump International Hotel & Tower in Chicago, Trump International Hotel in Washington D.C. and many others. Mr. Trump’s involvement in those projects was extensive, ranging from the initial deal evaluation stage, analysis and pre-development planning to construction, branding, marketing, operations, sales, and leasing. Mr. Trump has also spearheaded efforts to further expand the Trump brand globally and has overseen large segments of The Trump Organization’s commercial leasing business involving properties such as Trump Tower on Fifth Avenue and 40 Wall Street in downtown Manhattan. In addition to his real estate interests, Mr. Trump is an accomplished and sought-after speaker. He has spoken extensively throughout the United States and around the world and maintains an influential social media presence. He was also featured as an advisor on the highly acclaimed NBC shows “The Apprentice” and the “The Celebrity Apprentice.” Mr. Trump received his bachelor’s degree in Finance and Real Estate from the Wharton School of Finance at the University of Pennsylvania.

Robert Lighthizer, 77, has served as the Chairman of the Center for American Trade in the America First Policy Institute since 2021, promoting fair trade policies that put America’s families, workers, manufacturers, and farmers ahead of the interests of global competitors. Mr. Lighthizer previously served as the 18th United States Trade Representative (“USTR”) under President Donald J. Trump from 2017 to 2021. Mr. Lighthizer was an architect of American trade policy during the Trump presidency, engineering historic trade agreements with China that prioritized the American economy. An experienced trade negotiator and litigator, Mr. Lighthizer has dedicated his life working for equitable trade enforcement for the U.S. and has an impressive record for fighting for American workers and businesses. Prior to joining the Trump Administration, from 1985 to 2017, Mr. Lighthizer was a partner at Skadden, Arps, Slate, Meagher & Flom, LLP, where he practiced international trade law for over three decades and led the firm’s International Trade Department. Before joining Skadden, Mr. Lighthizer served as Deputy U.S. Trade Representative for President Ronald Reagan from 1983 to 1985. During his tenure, Mr. Lighthizer negotiated over two dozen bilateral international agreements, including agreements on steel, automobiles, and agricultural products. As Deputy USTR, he also served as Vice Chairman of the Board of Overseas Private Investment Corporation, a U.S. government agency whose purpose is to promote economic growth in developing countries through U.S. investment. Previously, from 1978 to 1981, Mr. Lighthizer served as chief minority counsel for the U.S. Senate Committee on Finance, and from 1981 to 1983, Mr. Lighthizer served as chief counsel and staff director for the U.S. Senate Committee on Finance. Mr. Lighthizer earned a bachelor’s degree from Georgetown University and his Juris Doctor from Georgetown University Law Center.

Linda McMahon, 76, has over 40 years of business, media, and political leadership experience, and has served since 2021 as the Chair of the Board and Chair of the Center for the American Worker within the America First Policy Institute, a non-profit organization advocating for American career and educational opportunities. In 1980, Ms. McMahon helped co-found the World Wrestling Foundation which was later renamed World Wrestling Entertainment (“WWE”), the world’s largest professional wrestling promotion company, where she served as President and later Chief Executive Officer from 1993 until 2009. Under Ms. McMahon’s innovative leadership, the WWE saw expansive growth from a small regional business to a global enterprise and publicly listed company on the New York Stock Exchange (NYSE: WWE) with over 800 employees and offices worldwide. While leading the WWE, Ms. McMahon specifically negotiated the company’s global media and television contracts and spearheaded the successful commercial launch of its first line of action figures. In August 2024, Ms. McMahon became a director (and was announced by President Donald J. Trump as a co-chair) of Trump Vance 2025 Transition, Inc., a 501(c)(4) nonprofit, the purpose of which was to organize and prepare for the assumption of duties of the President of the United States and facilitate the presidential transition after the 2024 election. Alongside Howard Lutnick, former CEO of Cantor Fitzgerald, McMahon was tasked with leading the transition team’s efforts to organize and prepare for a possible new administration. In 2016, President Donald J. Trump nominated Ms. McMahon to be the administrator of the United States Small Business Administration (“SBA”) and the U.S. Senate overwhelmingly confirmed her to that position in 2017. Ms. McMahon led the SBA until 2019, advocating on behalf of America’s

30 million small businesses as a member of President Donald J. Trump’s cabinet where she directed the agency’s effort to issue over $1 billion in loans to assist small business owners in the aftermath of Hurricane Harvey. Ms. McMahon’s political career also includes an appointment to the Connecticut Board of Education from 2009 until 2010, and serving as the Republican nominee to represent the state of Connecticut in the 2010 and 2012 U.S. Senate elections. Previously, from 2019 to 2020, Ms. McMahon also served as Chair of the America First Action political action committee supporting President Donald J. Trump’s 2020 reelection campaign and as co-Founder and Chief Executive Officer, from 2017 to 2019, of Women’s Leadership LIVE, a company that hosts events to inspire entrepreneurial women to launch their own businesses. Ms. McMahon received a Bachelor of Arts degree in French from East Carolina University and also holds Honorary Doctorates from East Carolina University and Sacred Heart University. In January 2025, President Trump nominated Ms. McMahon to serve as Secretary of Education; such nomination is pending as of the date of this proxy statement.

Our Board believes that good corporate governance is fundamental to the overall success of our business. To that end, our Board evaluates our corporate governance practices in light of applicable changes in state law, the rules and listing standards of the Nasdaq Stock Market (“Nasdaq”), the rules and regulations of the SEC, and the rules and regulations under the Internal Revenue Code of 1986, as amended (the “Code”), as well as best practices suggested by recognized governance authorities, and makes modifications to our corporate governance practices that it determines are warranted in order to enhance such practices.

To guide the operation and direction of the Board and its committees, our Board has established charters for its standing committees, our Corporate Governance Guidelines and our Code of Ethics and Business Conduct to reflect our commitment to good corporate governance and to comply with Delaware law, the rules and listing standards of the Nasdaq, the rules and regulations of the SEC and other legal requirements. These materials are available on our website – https://tmtgcorp.com.

These materials are also available in print free of charge to stockholders, upon written request to the Company at 401 N. Cattlemen Rd., Suite 200, Sarasota, Florida 34232.

TMTG is a “controlled company” within the meaning of Nasdaq’s corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or other company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of the Board consists of independent directors, (2) that the Board has a Compensation Committee that consists entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, and (3) that TMTG’s director nominations be made, or recommended to the Board, by TMTG’s independent directors or by a nominations committee that consists entirely of independent directors and that TMTG adopts a written charter or board resolution addressing the nominations process. Accordingly, investors will not have the same protections afforded to stockholders of companies that are subject to these corporate governance requirements. In the event that TMTG ceases to be a “controlled company” and its common stock continues to be listed on Nasdaq, TMTG will be required to comply with these provisions within the applicable transition periods.

TMTG relies on the “controlled company” exemption. As a result, TMTG is not required to have a majority of independent directors on the Board, a Compensation Committee that consists entirely of independent directors, or a nominations committee that consists entirely of independent directors.

The Board met, either in person or by teleconference, five times in 2024. In 2024, each incumbent director attended greater than 75% of the meetings of the committees on which the director served. The table below provides the attendance record for our directors at the meetings held in the year ended December 31, 2024.

Directors are expected to prepare for and use reasonable efforts to participate in all Board meetings and meetings of the committees on which they serve. The Board and each committee will meet as frequently as necessary to properly discharge their responsibilities. In addition, directors are expected to use reasonable efforts to attend the Annual Meeting.

The Board has the authority to appoint committees to perform certain management and administration functions. TMTG is a “controlled company” and therefore, is not required to have a majority of independent directors on the Board, a Compensation Committee that consists entirely of independent directors, or a nominations committee that consists entirely of independent directors. The composition and responsibilities of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of TMTG are described below. Members serve on the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee until their resignation or until otherwise determined by the Board. The charters for the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of TMTG are available on our website at https://tmtgcorp.com. Information contained on or accessible through such website is not a part of this Proxy Statement, and inclusion of the website address herein is an inactive textual reference only.

The Audit Committee of the Board consists of W. Kyle Green, Robert Lighthizer, and Linda McMahon. TMTG’s Board has determined that each proposed member is independent under Nasdaq’s listing standards and Rule 10A-3(b)(1) under the Exchange Act. The chairperson of the Audit Committee is W. Kyle Green. W. Kyle Green also qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under the rules of Nasdaq.

The primary purpose of the Audit Committee is to discharge the responsibilities of the Board with respect to TMTG’s accounting, financial, and other reporting and internal control practices and to oversee TMTG’s independent registered accounting firm. Specific responsibilities of TMTG’s Audit Committee include:

The Compensation Committee of TMTG’s Board consists of W. Kyle Green, Robert Lighthizer and Linda McMahon. TMTG’s Board has determined each proposed member is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The chairperson of the Compensation Committee is Robert Lighthizer. The primary purpose of the Compensation Committee is to discharge the responsibilities of the board of directors to oversee its compensation policies, plans and programs and to review and determine the compensation to be paid to TMTG’s executive officers, directors and other senior management, as appropriate.

Specific responsibilities of the Compensation Committee include:

The Nominating and Corporate Governance Committee of the Board consists of W. Kyle Green, Robert Lighthizer and Linda McMahon. The chairperson of the Nominating and Corporate Governance Committee is Linda McMahon.

Specific responsibilities of the Nominating and Corporate Governance Committee include:

TMTG has adopted a Code of Ethics and Business Conduct that applies to all of its employees, officers and directors, including those officers responsible for financial reporting. The Code of Ethics and Business Conduct is available on TMTG’s website at https://tmtgcorp.com. TMTG intends to disclose any amendments to the Code of Ethics and Business Conduct, or any waivers of its requirements, on its website to the extent required by applicable rules and exchange requirements.

The Company has an Insider Trading Policy which prohibits Covered Persons (as defined in the Insider Trading Policy) from buying or selling the Company’s securities while the Covered Person is aware of material nonpublic information about the Company. The Insider Trading Policy also prohibits trading in puts, calls, straddles, equity swaps or other derivative securities, including exchange funds, that are directly linked to our securities (sometimes referred to as “hedging”). The Company believes that its Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.

No member of TMTG’s Compensation Committee has ever been an officer or employee of the Company. None of TMTG’s executive officers serve, or have served during the last completed fiscal year, as a member of the board of directors, compensation committee, or other board committee performing equivalent functions of any other entity that has one or more executive officers serving as one of our directors or the Company’s Compensation Committee.

Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of our strategic and organizational objectives, to improve long-term organizational performance and to enhance stockholder value. A fundamental part of risk oversight is to understand the individual risks our Company faces, the steps management is taking to manage those risks, including the framework used by management for the coordinated oversight, control and continuous improvement of processes used to manage risk, and to assess management’s appetite for risk. It is management’s responsibility to manage risk and bring to the Board’s attention material risks facing our Company. Our Board receives regular reports from management on matters relating to strategic and operational initiatives, financial performance and legal developments, which are each integrated with enterprise-risk exposures. Our Board believes that having of the roles of Chairman and Chief Executive Officer performed by the same individual is in the best interest of the Company at this time; however, the Board believes that stockholders are best served if the Board retains flexibility to decide what leadership structure works best for the Company, taking into consideration the Board’s business judgment and the contemporaneous facts and circumstances.

While the Board has the ultimate responsibility for risk oversight, each committee of the Board also oversees risk to the extent that it relates to the committee’s responsibilities, as outlined below. Each committee makes reports in its respective area of responsibility to the Board as needed:

Stockholders and other interested parties who wish to communicate directly with any member of our Board, or our non-management directors as a group, may do so by writing to the Board or non-management directors at 401 N. Cattlemen Rd., Ste. 200, Sarasota, Florida 34232.

Our Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”). In addition, our certificate of incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL. In addition, we have entered into indemnity agreements with each of our executive officers and directors. Each indemnification agreement provides for the indemnification and advancement by the Company of certain expenses and costs relating to claims, suits or proceedings arising from service to the Company or, at its request, service to other entities, as officers or directors, to the maximum extent permitted by applicable law.

The objectives of our Board compensation program are to provide compensation that is competitive with the compensation paid by peer companies so that we may attract and retain high quality non-employee directors and to encourage ownership of our common stock to further align their interests with those of our stockholders. Our director compensation program which we formally approved in 2025 for service beginning in 2024 provides the following compensation for non-employee directors:

Such restricted stock unit awards will vest as follows: (1) twenty-five percent as of the grant date, and (2) subject to each director’s continued service, seventy-five percent in nine substantially equal quarterly installments thereafter.

As of December 31, 2024, our executive officers were as follows:

Devin G. Nunes, 51, TMTG’s Chief Executive Officer and a Director since 2022 and Chairman since April 1, 2024, previously served in the U.S. House of Representatives from 2003 to 2022. He was the Republican leader and former Chairman of the House Permanent Select Committee on Intelligence (HPSCI), a senior Republican on the Ways and Means Committee, and the Republican leader of the Ways and Means Health Subcommittee. Mr. Nunes was a vital contributor to the 2017 tax system overhaul, authoring a key provision to allow same-year expensing of all business investments for entrepreneurs and businesses. He also championed telemedicine to improve healthcare in underserved, rural areas. In his role on HPSCI, Mr. Nunes spent extensive time overseas working with U.S. military personnel, Central Intelligence Agency officials, and world leaders while promoting freedom and democratic values around the globe. During his time in Congress, many regarded Mr. Nunes as the House of Representatives’ preeminent investigator of government malfeasance and corruption; he was awarded the Presidential Medal of Freedom, America’s highest civilian honor, in 2021. Mr. Nunes was appointed to the President’s Intelligence Advisory Board in 2024 and has served as its Chair since February 2025. Mr. Nunes graduated from Cal Poly San Luis Obispo, where he received a bachelor’s degree in agricultural business and a master’s degree in agriculture. He is the author of “Restoring the Republic” and “Countdown to Socialism,” and was an early and prominent critic of big tech censorship.

Phillip Juhan, 50, TMTG’s Chief Financial Officer since 2021, has over 20 years of progressive experience in finance leadership roles. From March 2020 until July 2021, Mr. Juhan served as the Chief Financial Officer of Town Sports International Holdings, Inc., a public company listed on Nasdaq (NASDAQ: CLUBQ) which owned and operated fitness clubs in the Northeast and mid-Atlantic regions of the United States, as well as in California, Florida, Puerto Rico, and Switzerland. During this time, Mr. Juhan led an organizational restructuring by optimizing the company’s portfolio of assets and recapitalizing the balance sheet, raising $100 million of fresh capital to position the company for a post-pandemic recovery. From August 2018 until his appointment as CFO in March 2020, Mr. Juhan was Vice President of Business Operations for Town Sports. Previously, Mr. Juhan worked in the Investment Banking Divisions of Prudential Financial from June 2002 to May 2006 and the Bank of Montreal from July 2007 to March 2014, where he led consumer focused research within the Financial Services (Real Estate, Gaming and Lodging) and Consumer (Broadline Retail and Restaurants) sectors. Mr. Juhan attended the U.S. Air Force Academy where he earned the Western Athletic Conference Scholar Athlete Award while playing football for the Falcons. In 1998, he graduated magna cum laude from The Georgia Institute of Technology, earning a Bachelor of Science in Management with a concentration in Finance.

Vladimir Novachki, 37, TMTG’s Chief Technology Officer since June 2023, has more than a decade of experience engineering software and developing high-performance, scalable web applications that can handle a large volume of real-time users. Between March 2012 and January 2023, Mr. Novachki was an employee at Cosmic Development, a Canadian IT support services company and served as its Chief Technology Officer beginning in 2016. During that time, Cosmic Development developed many projects, including Little Things (a top Facebook publisher in 2017), Bookmark, America’s Funniest Home Videos and TMTG’s partner, Rumble. In 2010, while unaffiliated with any company, Mr. Novachki created one of the first Android mobile applications. Mr. Novachki holds a Bachelor’s Degree in Computer Science and an Engineering degree from the Faculty of Electrical Engineering and Information Technologies in Skopje. He also pursued a Master’s Degree in Software Engineering from the Faculty of Computer Science and Engineering in Skopje. Mr. Novachki brings impressive breadth, depth, and expertise in the technology sector to our management team.

Scott Glabe, 41, TMTG’s General Counsel since April 2022, is a seasoned attorney and counselor. He was most recently a Partner at an Am Law 100 firm from February 2021 until April 2022, where his practice focused on investigations and compliance. Mr. Glabe previously led a 200-person team including members of the Office of Cyber, Infrastructure, Risk and Resilience-as Acting Under Secretary for Policy at the U.S. Department of Homeland Security (“DHS”) from July 2020 until January 2021. He also held multiple other positions at DHS from May 2019 to January 2021. Before DHS, he represented the White House as an Associate Counsel to President Donald J. Trump from February 2019 until May 2019 and worked for the U.S. House of Representatives in progressively senior legal and policy roles from April 2015 until February 2019. Earlier in his career, Mr. Glabe practiced in the Washington office of an international law firm from October 2013 to April 2015, clerked for a federal appellate judge from October 2012 to September 2013, and served as an intelligence officer in the U.S. Navy Reserve from September 2008 until January 2020 (including time in the inactive reserve). He is a graduate of Yale Law School and Dartmouth College. Mr. Glabe was also appointed to the President’s Intelligence Advisory Board in February 2025.

We have opted to comply with the reduced executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act. This section provides an overview of the compensation awarded to, earned by, or paid to each individual who served as our named executive officers (as defined below) for 2024.

To assist in this process, the Compensation Committee retained the services of Compensia, Inc. as its compensation consultant during fiscal year 2024. Compensia reported directly to the Compensation Committee, and the Compensation Committee directly approved Compensia’s fees. Management had no role in the selection of the compensation consultant. The Compensation Committee retained the services of Compensia to outline executive compensation trends and developments, review and analyze TMTG’s executive compensation philosophy and programs, and provide a summary of findings and considerations for use in fiscal year 2024. The Compensation Committee also retained Compensia to review non-executive director compensation. The Compensation Committee believes that Compensia’s advice was independent and did not raise any conflicts of interest. In reaching this conclusion, the Compensation Committee considered all factors relevant to Compensia’s independence from management. Compensia provided the Compensation Committee with a review of the overall compensation climate in the United States, best practices, and trends specific to our industry. Compensia provided analyses of base salaries, bonuses, long-term incentives and benefit practices of comparable peer companies. Compensia’s work did not raise any conflict of interest.

The following table sets forth, for the periods indicated, all of the compensation awarded to, earned by or paid to (i) each individual serving as the Company’s principal executive officer during the fiscal year ended December 31, 2024, and (ii) the two most highly compensated executive officers other than the principal executive officer who served as an executive officer at the conclusion of the fiscal year ended December 31, 2024 and who received in excess of $100,000 in compensation during such fiscal year (collectively referred to as the “named executive officers”). In accordance with the rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from this table.

Base salary is a fixed element within a total compensation package intended to attract and retain the talent necessary to successfully manage the business of our Company and execute its business strategies. The base salary

for the executive officers was established based on the scope of their responsibilities, taking into account relevant experience, internal pay equity, tenure, and other factors deemed relevant. Base salaries are adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience.

Although we do not have a formal policy with respect to the grant of equity incentive awards to our executive officers, we believe that equity awards provide the executive officers with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity awards with a time-based vesting feature promote executive retention because this feature incentivizes the executive officers to remain in employment during the applicable vesting period. Accordingly, the Board and/or the Compensation Committee periodically reviews the equity incentive compensation of the named executive officers and from time to time may grant equity incentive awards to them.

In 2024, we awarded equity compensation to our named executive officers in the form of restricted stock units (“RSUs”). Generally, grants of equity awards are made on the basis of level of responsibility, continued service to the Company and performance. The equity awards are subject to time-based vesting, contingent upon the named executive officer’s continued employment with the Company.

We currently maintain health and welfare plans (including medical, dental and vision plans) for all of our full-time employees, including the named executive officers.

We currently provide Messrs. Nunes, Juhan, and Novachki, reasonable business reimbursement expenses, and health and welfare plans. We paid $25,620 in legal fees towards Mr. Novachki’s permanent residency application. Other than these benefits provided to Messrs. Nunes, Juhan, and Novachki, we do not provide any perquisites to the named executive officers.

We issued executive promissory notes to certain executives, including each of the named executive officers. The principal amounts of the named executive officers’ executive promissory notes were as follows: $1,150,000 for Mr. Nunes, $4,900,000 for Mr. Juhan and $450,000 for Mr. Novachki. The Company was not required to pay any interest pursuant to the executive promissory notes. The executive promissory notes were issued in conjunction with removing certain other entitlements. Upon the Closing, the executive promissory notes automatically converted in whole, without any further action by the named executive officers, into 650,000 shares of Company common stock.

We have entered into employment agreements with Messrs. Nunes, Juhan, and Novachki.

On May 10, 2022, we entered into the executive employment agreement with Devin Nunes to be effective as of January 2, 2022, pursuant to which Mr. Nunes serves as the Chief Executive Officer of the Company (the “Nunes Agreement”). The Nunes Agreement provides for an annual base salary of $750,000 (subject to increase to $1,000,000 effective as of the second anniversary of the effective date), with eligibility to participate in the annual bonus plan, if any, and an initial incentive equity grant of 145,000 RSUs. Any annual bonus and RSUs will remain subject to vesting and other terms as the Board determines in its discretion. The Nunes Agreement also provides for severance in the event of a termination by the Company without cause or by Mr. Nunes for good reason of accrued obligations plus an amount equal to six months of base salary.

Following our issuance of the executive promissory note to Mr. Nunes, prior to the Closing (as defined below), we amended the Nunes Agreement in March 2024 to provide that (i) following and contingent upon the Closing, Mr. Nunes will receive a retention bonus in the amount of $600,000, payable in a lump sum within 30 days after the Closing Date, (ii) Mr. Nunes will not receive the 145,000 RSUs described in the Nunes Agreement but will be eligible to receive discretionary equity awards pursuant to the 2024 Plan, and (iii) the Company acknowledges the executive promissory note.

On August 6, 2021, we entered into the executive employment agreement with Phillip Juhan to be effective as of July 7, 2021 (as amended on December 23, 2021 and January 17, 2022) (the “Juhan Agreement”), pursuant to which Mr. Juhan serves as the Chief Financial Officer of the Company. The Juhan Agreement provides for an annual base salary of $300,000 (to be increased to $325,000 and $350,000 upon the first and second anniversary of July 7, 2021, respectively), with eligibility to participate in the annual bonus plan, if any, and an initial incentive equity grant of 520,000 RSUs. Any annual bonus and RSUs will remain subject to vesting and other terms as the Board determines in its discretion. The Juhan Agreement also provides for severance in the event of a termination by the Company without cause or by Mr. Juhan for good reason of accrued obligations plus an amount equal to six months of base salary.

Following our issuance of the executive promissory note to Mr. Juhan prior to the Closing, we amended the Juhan Agreement in March 2024 to provide that (i) following and contingent upon the Closing, Mr. Juhan will receive a retention bonus in the amount of $600,000, payable in a lump sum within 30 days after the Closing Date, (ii) Mr. Juhan will not receive the 520,000 RSUs described in the Juhan Agreement but will be eligible to receive discretionary equity awards pursuant to the 2024 Plan, (iii) the Company acknowledges the executive promissory note and (iv) that effective upon the Closing Date, Mr. Juhan’s base salary increased to $365,000 per year.

The Compensation Committee reviewed our executives’ annual base salary and increased Mr. Juhan’s annual base salary to $480,000, effective as of October 1, 2024.

We entered into the employment agreement with Vladimir Novachki effective as of January 16, 2023, pursuant to which Mr. Novachki serves as the Chief Information Officer of the Company (the “Novachki Agreement”). The Novachki Agreement provides for an annual base salary of $300,000, with eligibility to participate in the annual bonus plan, if any, and an initial incentive equity grant of 75,000 RSUs. Any annual bonus and RSUs will remain subject to vesting and other terms as the Board determines in its discretion. The Novachki Agreement also provides for severance in the event of a termination, during the term of the Novachki Agreement but more than 30 days after the effective date of the Novachki Agreement, by the Company without cause or by Mr. Novachki for good reason of accrued obligations plus an amount equal to one month of base salary.

Following our issuance of the executive promissory note to Mr. Novachki prior to the Closing (as defined below), we amended the Novachki Agreement in March 2024 to provide that (i) Mr. Novachki will serve as Chief Technology Officer, (ii) Mr. Novachki’s annual base salary will automatically increase to an annualized rate of $365,000, effective as of the Closing (as defined below), (iii) following and contingent upon the Closing, Mr. Novachki will receive a retention bonus in the amount of $600,000, payable in a lump sum within 30 days after the Closing Date, (iv) Mr. Novachki will not receive the 75,000 RSUs described in the Novachki Agreement but will be eligible to receive discretionary equity awards pursuant to the 2024 Plan, and (v) the Company acknowledges the executive promissory note.

The Compensation Committee reviewed our executives’ annual base salary and increased Mr. Novachki’s annual base salary to $550,000, effective as of October 1, 2024.

The following table sets forth information regarding outstanding equity awards held by each of the named executive officers as of December 31, 2024.

On November 5, 2024, we granted Mr. Nunes 1,300,325 restricted stock units (“RSUs”) under the 2024 Plan. The RSUs will vest as follows: for the three quarters subsequent to March 25, 2024, twenty-five percent (25%) of the total number of shares of common stock underlying the RSUs shall vest on December 25, 2024; the remaining seventy-five percent (75%) of the total number of shares of common stock underlying the RSUs shall vest in nine (9) substantially equal quarterly installments thereafter subject to his continuous service through each such vesting date. The RSUs will be fully vested as of March 25, 2027.

On November 5, 2024, we granted Mr. Juhan 244,739 restricted stock units (“RSUs”) under the 2024 Plan. The RSUs will vest as follows: for the three quarters subsequent to March 25, 2024, twenty-five percent (25%) of the total number of shares of common stock underlying the RSUs shall vest on December 25, 2024; the remaining seventy-five percent (75%) of the total number of shares of common stock underlying the RSUs shall vest in nine (9) substantially equal quarterly installments thereafter subject to his continuous service through each such vesting date. The RSUs will be fully vested as of March 25, 2027.

On November 5, 2024, we granted Mr. Novachki 546,378 restricted stock units (“RSUs”) under the 2024 Plan. The RSUs will vest as follows: for the three quarters subsequent to March 25, 2024, twenty-five percent (25%) of the total number of shares of common stock underlying the RSUs shall vest on December 25, 2024; the remaining seventy-five percent (75%) of the total number of shares of common stock underlying the RSUs shall vest in nine (9) substantially equal quarterly installments thereafter subject to his continuous service through each such vesting date. The RSUs will be fully vested as of March 25, 2027.

Below are graphs showing the relationship of “compensation actually paid” to our PEO and other non-PEO NEOs in 2024 and 2023 to (1) Company total shareholder return (“TSR”) and (2) the Company’s net loss.

Our Board has adopted a written related person transaction policy that sets the following policies and procedures for the review and approval or ratification of related person transactions. A “related person transaction” is a transaction, arrangement or relationship in which our company or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “related person” means:

We have policies and procedures designed to minimize potential conflicts of interest arising from any dealings we may have with our affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to our Audit Committee charter, the Audit Committee has the responsibility to review related party transactions.

On September 2, 2021, Digital World Acquisition Corp. (“Digital World”) entered into a Lock-Up and Support Letter (the “Insider Letter”), with ARC Global Investments II, LLC (“ARC”) and Digital World’s directors, officers and other initial stockholders named therein (the “Insiders”). Pursuant to the Insider Letter, among other matters, ARC and the Insiders agreed that ARC, an affiliate of ARC or certain of Digital World’s officers and directors was entitled to make non-interest bearing loans to Digital World (the “Digital World Convertible Notes”) to finance transaction costs in connection with its initial business combination and that, at the option of the lender, up to $1,500,000 of such loans may be convertible into units of Digital World.

In November 2021, ARC committed to provide additional loans of up to an aggregate of $1,000,000 to Digital World through September 8, 2023, in the form of a Digital World Convertible Note. On May 12, 2022, the Insider Letter was amended to increase the maximum aggregate principal amount from $1,500,000 to $30,000,000.

On September 8, 2022, Digital World issued a Digital World Convertible Note with an aggregate principal amount of $2,875,000 to ARC, in connection with the extension of the termination date for the Digital World’s initial business combination from September 8, 2022 to December 8, 2022. On April 21, 2023, Digital World issued two Digital World Convertible Notes (one for $625,700 and the other for $500,000) in the aggregate principal amount of $1,125,700 to ARC to pay costs and expenses in connection with completing an initial business combination.

On June 2, 2023, Digital World issued a Digital World Convertible Note, with an aggregate principal amount of $2,000,000 to Renatus LLC (“Renatus”), of which Eric Swider, Chief Executive Officer and Director of Digital World, is a founder and partner and another Digital World Convertible Note in the aggregate principal amount of $10,000,000 to Renatus.

The issuances of the Digital World Convertible Notes described above were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (for more information, see our Annual Report on Form 10-K). Each Digital World Convertible Note that was issued and outstanding immediately prior to the Closing automatically converted immediately prior to the effective time of the Closing into a number of shares of Digital World common stock as such Digital World Convertible Note would automatically have been converted into upon the Closing, in accordance with the Merger Agreement (as defined below).

An affiliate of ARC agreed, commencing from the date when Digital World’s IPO registration statement was declared effective through the earlier of Digital World’s consummation of a business combination or its liquidation, to make available to Digital World certain general and administrative services, including office space, utilities and

administrative services, as Digital World required from time to time. Digital World agreed to pay the affiliate $15,000 per month for these services. The agreement was terminated on April 5, 2023, and $221,000 remained unpaid under the agreement as of December 31, 2024.

TMTG Sub Inc. (“TMTG Sub”) entered into a royalty-free license agreement (the “License Agreement”) with President Donald J. Trump and DTTM Operations, LLC, an entity that licenses President Donald J. Trump’s name and regulates his personal media assets and is beneficially wholly owned by President Donald J. Trump. The License Agreement required TMTG Sub to pay $100 upon the execution of this License Agreement and that such amount constituted full consideration and a fully paid-up royalty covering the entire term of the License Agreement for the licenses granted in the License Agreement. TMTG Sub did not, and, as of the date of this proxy statement, TMTG Sub has not, paid any other amounts to President Donald J. Trump pursuant to the License Agreement.

Under the License Agreement, as amended, TMTG Sub has a royalty-free license to use “Trump Media & Technology Group Corp.” as its name. In addition, TMTG Sub has a royalty-free license to use the name and likeness of President Donald J. Trump, solely as necessary for TMTG Sub to commercialize Truth Social. The License Agreement prohibits use of President Donald J. Trump’s name or likeness for any other purpose and specifically excludes any use in connection with political activities, including political messaging, political fundraising, get-out-the vote efforts and uses that are controlled by or supportive of any political committees, candidates, policies or initiatives or associated with advocacy or electioneering. All uses of (and any modifications to) President Donald J. Trump’s name or likeness are subject to his prior approval. Further, the quality of any products or services offered under the License Agreement in connection with President Donald J. Trump’s name or likeness is subject to his control, and those products or services must in any event satisfy the highest standards for quality and reputation. The rights granted to use President Donald J. Trump’s name and likeness do not extend to any other member of his family.

President Donald J. Trump has agreed to channel non-political communications and posts coming from his personal profile to the Truth Social platform before posting that same social media communication and/or post to any other social media platform that is not Truth Social until the expiration of the “DJT/TMTG Social Media 6-Hour Exclusive” which means the period commencing when President Donald J. Trump posts any social media communication onto the Truth Social platform and ending six hours thereafter; provided that he may post social media communications from his personal profile that he deems, in his sole discretion, to be politically-related on any social media site at any time, regardless of whether that post originates from a personal account. As president, most or all of President Donald J. Trump’s social media posts may be deemed by him to be politically related. Consequently, TMTG may lack any meaningful remedy if President Donald J. Trump minimizes his use of Truth Social. Additionally, none of the limitations or exclusivity contained in the License Agreement will apply to any business ventures of President Donald J. Trump or The Trump Organization or their respective affiliates.

Unless notice is given, the term of the DJT/TMTG Social Media 6-Hour Exclusive (the “TMTG Social Media Exclusivity Term”) extends in perpetuity for additional 180-day terms. In the event of a force majeure as described in the License Agreement that lasts longer than three days, or if the TMTG Platform is not available to President Donald J. Trump for a period of three or more consecutive days, President Donald J. Trump will have the right to invoke the suspension of the “DJT/TMTG Social Media 6-Hour Exclusive.” If the TMTG Social Media Exclusivity Term were to expire but the License Agreement remained in effect, President Donald J. Trump would be required to post non-political communications contemporaneously to Truth Social and Non-TMTG Social Media. However, that obligation would also exempt any communications that President Donald J. Trump deems, in his sole discretion, to be politically-related.

President Donald J. Trump has the right to terminate the License Agreement if (i) the quality of any product or service falls below the required level and is not restored immediately (but not later than 30 days) after notification or (ii) TMTG Sub causes or permits (a) any use of President Donald J. Trump’s name, likeness or other characteristic in any manner that denigrates or ridicules the name, image or reputation of President Donald J. Trump, any member of his family, or any of his or her business properties, (b) uses of such name, likeness or other characteristic other than as permitted in the License Agreement, (c) alternations or distortions of such name, likeness or other characteristic without President Donald J. Trump’s written consent, or (d) creation of any direct, indirect or implied endorsement or commercial tie-in with any product or service that is not offered by TMTG Sub, and the applicable foregoing condition ((a)-(d)) is not cured within thirty days after notice. The license is in any event revocable by President Donald J. Trump and subject to all of the conditions and limitations in the License Agreement.

The term of the License Agreement will continue in perpetuity, except that it may be terminated by TMTG Sub for convenience or by President Donald J. Trump for a breach of TMTG Sub’s obligation to ensure that any products or services offered or marketed using President Donald J. Trump’s name or likeness meet the highest standards of quality and reputation if such breach is not cured immediately (but no later than 30 days) after notification.

President Donald J. Trump has agreed not to compete with Truth Social by founding, developing or obtaining a controlling interest in a social media platform that includes one or more material features that directly compete with any of the material features of Truth Social. President Donald J. Trump may otherwise compete with Truth Social, including by managing or otherwise working with any other social media platform.

TMTG Sub may not terminate the License Agreement based on the personal or political conduct of President Donald J. Trump, even if such conduct could negatively reflect on TMTG Sub’s reputation or brand or be considered offensive, dishonest, illegal, immoral, or unethical, or otherwise harmful to TMTG Sub’s brand or reputation. Further, TMTG Sub may be obligated to indemnify President Donald J. Trump for any losses of any type that relate in any way to the License Agreement, including any such losses attributable to President Donald J. Trump’s own offensive, dishonest, illegal, immoral, unethical or otherwise harmful conduct.

On March 25, 2024, Digital World entered into separate Lock-Up Agreements with each of its directors and officers, pursuant to which they were contractually restricted from selling or transferring any of (i) their shares of TMTG’s common stock held immediately following the closing of the business combination (the “Business Combination”) pursuant to the Merger Agreement (the “Merger Agreement”) by and among the Company, Digital World, and the other parties thereto (the “Closing”) and (ii) any of their shares of TMTG’s common stock that resulted from converting securities held immediately prior to the Closing. Such restrictions became applicable commencing from March 25, 2024 (the “Closing Date”) and ended on September 25, 2024.

Subject to certain customary exceptions, the Delaware Charter (as defined below) also includes certain Lock-Up Trading Restrictions, which applied to holders who received TMTG common stock in exchange for their Digital World common stock (subject to certain exclusions).

The Delaware Charter (as defined below) restricted holders from selling or transferring any of (i) their shares of TMTG common stock held immediately following the Closing and (ii) any of their shares of TMTG common stock that resulted from converting securities held immediately following the Closing, if any. Such restrictions began at Closing and ended on September 25, 2024.

On March 25, 2024, TMTG entered into indemnification agreements with each of its directors and executive officers. Each indemnification agreement provides for the indemnification and advancement by TMTG of certain expenses and costs relating to claims, suits or proceedings arising from service to TMTG or, at its request, service to other entities, as officers or directors, to the maximum extent permitted by applicable law.

In August 2021, Digital World entered into a Consulting Services Agreement with Hudson Digital, LLC (“Hudson Digital”). Pursuant to the agreement, which (as amended) expired December 31, 2024, Hudson Digital provided consulting services to TMTG. Hudson Digital also received a promissory note from TMTG in the principal amount of $4.0 million, which converted into common shares immediately before the Closing, and a $600,000 retention bonus following the Closing. During the years ended December 31, 2024, 2023 and 2022, we paid $840,000, $240,000 and $240,000, respectively, to Hudson Digital. As of December 31, 2024 and December 31, 2023, TMTG had no outstanding payable balances to Hudson Digital. Hudson Digital is owned by Daniel Scavino, who served as a director of Digital World from February 16, 2023 until March 25, 2024. Mr. Scavino has not served as an officer or director of TMTG.

On June 13, 2022, Digital World entered into a Consulting Services Agreement with Trishul, LLC (“Trishul”). Pursuant to such agreement and subsequent performance by the parties thereto, Trishul provided consulting services to Digital World until the consulting relationship was terminated by Digital World upon the Closing of the Business

Combination. During the years ended December 31, 2024, 2023 and 2022, TMTG paid approximately $38,333, $131,700 and $50,000, respectively, to Trishul. As of December 31, 2024 and December 31, 2023, TMTG had no outstanding payable balance to Trishul. Trishul is owned by Kashyap “Kash” Patel, a director of TMTG since March 25, 2024, and previously a director of Digital World from March 11, 2022 until March 26, 2024.

On March 25, 2024, each of the Company’s directors and officers entered into a Non-Compete and Non-Solicitation Agreement in favor of TMTG. Under the Non-Competition and Non-Solicitation Agreement, each Significant Company Holder has agreed that, for a period of (i) four years, it will not engage in any business activity similar to, or competitive with, the business conducted by TMTG or its affiliates, in particular, Truth Social and the business of developing and operating media platforms for social media and digital video streaming, and of developing and operating products and services relating and incidental thereto or any other business being conducted by TMTG or any of its subsidiaries, as of the Closing Date, and (ii) three years, it will not, directly or indirectly (a) hire, engage, solicit, induce or encourage certain employees, independent contractors, consultants, or other certain personnel to leave TMTG; or (b) in any way interfere with or attempt to interfere with the relationship between such persons and TMTG.

Effective August 22, 2024, the Board and the Audit Committee authorized a share repurchase of an aggregate of 128,138 shares of common stock from certain executive employees at $22.70 per share. As consideration for the repurchase, the Company remitted $2,908,708, plus applicable penalties and interest, to the U.S. Internal Revenue Service and certain state taxing authorities in satisfaction of certain tax obligations that arose in connection with the March 7, 2024 issuance of certain promissory notes.

In June 2024, in connection with a company event, TMTG paid $78,200 to Mar-a-Lago Club LLC, which is owned by the Donald J. Trump Revocable Trust, dated April 7, 2014. At the time of such transaction, Donald J. Trump owned more than 5% of TMTG’s common stock. Donald J. Trump, Jr., who serves as a director of TMTG, is currently the trustee and has sole voting and investment power over assets owned by the trust.

An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Messrs. Green and Lighthizer and Ms. McMahon are “independent directors” as defined in Nasdaq’s listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

As of February 20, 2025, the Donald J. Trump Revocable Trust dated April 7, 2014 beneficially owns approximately 52% of the combined voting power of TMTG common stock. As a result, TMTG is a “controlled company” within the meaning of Nasdaq’s corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or other company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of TMTG’s Board consist of independent directors, (2) that TMTG’s Board have a compensation committee that consists entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, and (3) that TMTG’s director nominations be made, or recommended to TMTG’s full Board, by TMTG’s independent directors or by a nominations committee that consists entirely of independent directors and that TMTG adopts a written charter or board resolution addressing the nominations process. Accordingly, investors do not have the same protections afforded to stockholders of companies that are subject to these corporate governance requirements. In the event that TMTG ceases to be a “controlled company” and its common stock continues to be listed on Nasdaq, TMTG will be required to comply with these provisions within the applicable transition periods. TMTG relies on the “controlled company” exemption.

As a result, TMTG is not required to have a majority of independent directors on the Board, a Compensation Committee that consists entirely of independent directors, or a nominations committee that consists entirely of independent directors. Accordingly, investors may not have the same protections afforded to stockholders of companies that are subject to all of Nasdaq’s corporate governance requirements.

The following table sets forth information known to the Company regarding the beneficial ownership of TMTG common stock as of February 20, 2025, by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (a) the exercise of any option, warrant or right, (b) the conversion of a security, (c) the power to revoke a trust, discretionary account or similar arrangement, or (d) the automatic termination of a trust, discretionary account or similar arrangement.

In computing the number of shares beneficially owned by a person and the percentage ownership of that person, ordinary shares subject to options or other rights (as set forth above) held by that person that are currently exercisable, or will become exercisable within 60 days, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. In computing the number of shares of common stock beneficially owned by a person, we deemed to be outstanding all shares of common stock subject to warrants and convertible notes held by the person that are currently exercisable or convertible or may be exercised or converted within 60 days of February 20, 2025. We did not deem such shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

This table is based upon TMTG’s shareholder registry and information supplied by officers, directors and principal stockholders. Unless otherwise indicated in the footnotes to the following table and subject to community property laws where applicable, TMTG believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. Applicable percentages are based on 220,065,365 shares of common stock outstanding as of February 12, 2025.

The business address of each of our directors and officers is 401 N. Cattlemen Rd., Ste. 200, Sarasota, Florida 34232.

Section 16(a) of the Exchange Act requires our directors, executive officers and persons beneficially holding more than 10% of a registered class of the Company’s equity securities to file with the SEC reports of their ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC. Such directors, officers and 10% or more stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file. Based solely upon the review of copies of such reports furnished to the Company through the date hereof, or written representations that no reports were required, the Company believes that during the fiscal year ended December 31, 2024, all filing requirements applicable to its directors and executive officers were timely met, except as follows:

On December 17, 2024, President Donald J. Trump transferred 114,750,000 shares of TMTG common stock to the Trust, of which he is the sole beneficiary. Donald J. Trump Jr. is the sole trustee of the Trust and has sole voting and investment power over all securities owned by the Trust. Management of the Company knows of no other arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

Our Board has approved, and recommends that stockholders approve, the reincorporation by conversion of the Company from the State of Delaware to the State of Florida, which we refer to as the “Reincorporation”. The Reincorporation would be effected through a conversion pursuant to Section 266 of the DGCL whereby the Company will convert from a Delaware corporation to a Florida corporation and thereafter will be subject to the provisions of the Florida Business Corporation Act (the “FBCA”). We will continue to operate our business under the name “Trump Media & Technology Group Corp.”

The Reincorporation would be effected pursuant to Section 266 of the DGCL as set forth in the Plan of Conversion (the “Plan of Conversion”) which is included as Appendix A to this Proxy Statement. Approval of the Reincorporation Proposal will constitute approval of the Plan of Conversion. The Plan of Conversion provides that the Company will reincorporate from Delaware to Florida by converting into a Florida corporation pursuant to Section 266 of the DGCL and Section 607.11930 of the FBCA and that there will be no change in the Company’s business, properties, assets, obligations or management as a result of the Reincorporation. The consolidated financial condition and results of operations of the Company immediately after consummation of the Reincorporation will be the same as those of the Company immediately prior to the consummation of the Reincorporation. The Company’s directors and officers immediately prior to the Reincorporation will serve as its directors and officers immediately following the Reincorporation, and the Company will continue to maintain its headquarters in Florida.

The Plan of Conversion also provides that, upon the Reincorporation, each outstanding share of capital stock of the Delaware corporation will be converted into one outstanding share of capital stock of the Florida corporation. You will not have to exchange your existing stock certificates for new stock certificates. Additionally, upon the Reincorporation, each outstanding warrant, option or right to acquire shares of common stock of the Delaware corporation will continue to be a warrant, option or right to acquire an equal number of shares of common stock of the Florida corporation under the same terms and conditions. The registration statements of the Company on file with the SEC immediately prior to the Reincorporation will continue to be the registration statements of the Company immediately after the Reincorporation and shares of the Company’s common stock will continue to be listed on the Nasdaq Stock Market.

Following the Reincorporation, the Company will be governed by the FBCA instead of the DGCL, and it will be governed by the form of Florida Articles of Incorporation (the “Florida Charter”) and the form of Florida Bylaws (the “Florida Bylaws”) included as Appendix B and C, respectively, to this Proxy Statement. Approval of the Reincorporation Proposal will constitute approval of the Florida Charter and Florida Bylaws. Our current Second Amended and Restated Certificate of Incorporation (which we refer to as the “Delaware Charter” in this Proposal) and Amended and Restated Bylaws (which we refer to as the “Delaware Bylaws” in this Proposal) will no longer be applicable following completion of the Reincorporation. Copies of the Delaware Charter and the Delaware Bylaws can be found via the Current Report on Form 8-K filed with the SEC by the Company on April 1, 2024.

Although the Florida Charter and the Florida Bylaws contain many provisions that are similar to the provisions of the Delaware Charter and the Delaware Bylaws, they are not identical, as described in more detail below. The Board currently intends that the Reincorporation will occur as soon as practicable following the Annual Meeting.

CERTIFICATES FOR SHARES IN THE COMPANY WILL AUTOMATICALLY BE CONVERTED INTO AND REPRESENT SHARES IN THE FLORIDA CORPORATION FOLLOWING THE REINCORPORATION, AND SHAREHOLDERS WILL NOT BE REQUIRED TO EXCHANGE STOCK CERTIFICATES AS A RESULT OF THE REINCORPORATION.

As part of their ongoing oversight, direction and management of the Company’s business, our Board and management have thoroughly discussed the issue of the Company’s jurisdiction of incorporation. These discussions were in response to a number of factors, including developments in the competitive and regulatory landscape in which we compete, our relationship with and commitment to the jurisdiction where we are headquartered, and broad-based views regarding the legal landscape in Delaware. The Board evaluated a number of factors in reaching a decision, including possible negative impacts from a potential reincorporation, meaningful differences in corporate

law between Delaware and Florida and implications to our stockholders for economic, governance and litigation rights. The Board believes that the Reincorporation is in the best interests of the Company and will help maximize stockholder value. Accordingly, the Board believes that it is in our and our stockholders’ best interests that our state of incorporation be changed from Delaware to Florida and has recommended the approval of the Reincorporation Proposal to our stockholders. The Reincorporation will not result in any change in our business, operations, management, assets, liabilities or net worth.

The Board believes that our corporate identity is intertwined with and inextricably tied to our Florida corporate headquarters, and we believe that a change in our state of incorporation by redomiciling in Florida would be consistent with this trajectory. Florida is our home state, we are committed to Florida, and our controlling stockholder is at home in Florida. Reincorporating in Florida would also enhance our relationships with the state and local communities. These relationships - with government actors, with employees and with other stakeholders - are critical to the Company. The Reincorporation would send a strong signal of TMTG’s commitment to the state and local community.

By comparison, we have no operations or employees in Delaware. We do not hold Board meetings in Delaware, and the Board does not otherwise visit Delaware as part of their work for the Company. The Board found no advantage to remaining incorporated in Delaware that justifies a split between the Company’s legal home and its physical home.

Another advantage of home-state incorporation is that the legislators and judges making corporate law - and the juries deciding fact disputes - are drawn from the community in which the Company operates. Corporate law and litigation often overlap with and impact business, employment and operational matters. The Board believes that local decision-makers have a deeper understanding of our business, and therefore are best situated to make decisions about our corporate governance.

Successful companies are incorporated in many U.S. states and other jurisdictions outside of the United States. Some of the most successful consumer-facing companies in the United States are headquartered and incorporated in the same state, demonstrating identification with their home state, including, among others, Apple and Southwest Airlines. For example, Microsoft reincorporated from Delaware to its home state in order to reunite the company’s legal and physical homes. One of the reasons given by Microsoft when it left Delaware was that Washington was “the location of the Company’s world headquarters and the location of its primary research and development efforts.” Similarly, the Board believes there is value in unifying TMTG’s legal and physical homes.

Like many corporations, we are incorporated in Delaware. A large portion of U.S. corporations have historically chosen Delaware as their state of incorporation due to its reputation for having a well-defined and business-friendly legal environment. Though Delaware corporate law may be less prescriptive in its statutory requirements for fiduciary duties than other states, because of the extensive experience of the Delaware courts and considerable body of judicial decisions since the early 1900s, Delaware has garnered the reputation of offering corporations and their counsel greater guidance on matters of corporate governance and transaction liability issues.

However, the increasingly litigious environment facing corporations with controlling stockholders has created unpredictability in decision-making and has started to impede our ability to act quickly. For example, the Delaware Supreme Court recently determined in In re Match Group, Inc. Derivative Litigation, 315 A.3d 446 (Del. 2024), that all transactions involving a controlling stockholder receiving a non-ratable benefit are presumptively subject to entire fairness review (i.e., Delaware’s most stringent standard) unless the transaction complies with the strictures set out in in Kahn v. M&F Worldwide Corporation, 88 A.3d 635 (Del. 2014) (“MFW”). The Match Group decision confirmed what corporate and legal communities had viewed in recent years as an expansion in Delaware of the application of MFW, a case originally establishing the requirements that must be followed to lower the standard of review for freeze-out merger transactions between a controlled corporation and its controlling stockholder from entire fairness to the less-stringent business judgment standard. In Tornetta v. Musk, 310 A.3d 430 (Del. Ch. 2024), the Delaware Court of Chancery found that an incentive stock award to the company’s co-founder and CEO, which was approved by the company’s stockholders in 2018, was not “entirely fair” to stockholders. That court rescinded the award, determining that the co-founder and CEO was a “controller” even though he only held 21.9% of the company’s stock because he “wielded the maximum influence that a manager can wield over a company” and “occupied the most powerful trifecta of roles within a corporation—CEO, chair,

and founder.” Following the court’s rescission decision, the company’s stockholders ratified the CEO’s incentive stock award in 2024, affirming their desire from 2018 to keep their co-founder and CEO incentivized, an action that was again rescinded by the Delaware courts.

We believe the Reincorporation will result in less unmeritorious litigation against the Company, our directors and officers and our controlling stockholder, which in turn would better allow our directors and officers to focus on our business and save the Company the costs of such litigation. Though there are proposed amendments to the DGCL to, among other things, increase protections for officers of a corporation, we believe Florida strikes a better balance between the benefits and costs of litigation to the Company and its stockholders than does Delaware because Florida has a statute-focused approach to corporate law whereas Delaware’s approach depends upon judicial interpretation that lends itself to greater uncertainty.

Another factor the Board considered in electing to pursue the Reincorporation was the reduction in the Company’s franchise tax liability. Unlike Delaware, Florida does not require domestic corporations to pay a franchise tax. We expect to pay franchise tax in the amount of approximately $200,000 for tax year 2024. Florida only requires the payment of aggregate annual fees of $150 when a corporation files its annual report. Accordingly, we estimate that we will save a significant amount per year on franchise taxes if the Reincorporation Proposal is approved.

Notwithstanding the belief of the Board as to the benefits to our stockholders of the Reincorporation, Delaware is a popular domicile for publicly-traded companies in the United States. The Delaware Court of Chancery and Supreme Court are highly respected and experienced business courts. Delaware has an extensive body of case law. Trials are before judges who are experts in corporate law and appointed for 12-year terms. Delaware statutory law is regularly updated by the legislature, which meets every year. The Delaware system has long been lauded for its expertise. Florida case law concerning the governing and effects of its statutes and regulations is more limited. Accordingly, the Company and its stockholders may experience less predictability with respect to legality of corporate affairs and transactions, and stockholders’ rights to challenge them.

Although the Board believes that the rights of stockholders under the DGCL and the FBCA are substantially equivalent, at least on balance of the relevant considerations against one another and as relevant to the Company, the DGCL and Delaware case law collectively are different in certain respects than the FBCA and existing Florida case law in ways that may affect the rights of our stockholders.

The following is a comparison of certain provisions in the Florida Charter, the Florida Bylaws, the Delaware Charter and the Delaware Bylaws, as well as certain provisions of the DGCL and the FBCA. The comparison summarizes the important differences, but is not intended to list all differences, and is qualified in its entirety by reference to such documents and to the DGCL and the FBCA. Stockholders are encouraged to read the Florida Charter, the Florida Bylaws, the Delaware Charter and the Delaware Bylaws in their entirety. The Florida Charter and Florida Bylaws are attached to this Proxy Statement, and the Delaware Charter and Delaware Bylaws are filed publicly as exhibits to our periodic reports.

The following discussion addresses the material U.S. federal income tax consequences of the Reincorporation that are applicable to holders of shares of common stock. The discussion does not deal with all U.S. federal income tax consequences that may be relevant to a particular holder of shares of common stock, or any foreign, state or local tax considerations. The following discussion is based upon the Code, applicable Treasury Regulations, judicial authority and administrative rulings and practice, all as of the date hereof. We have not and will not request a ruling from the Internal Revenue Service regarding the tax consequences of the Reincorporation. The Internal Revenue Service could adopt positions contrary to those discussed below and such position could be sustained.

Accordingly, holders of common stock are urged to consult their own tax advisors as to the specific federal, foreign, state and local tax consequences to them as a result of the Reincorporation, as well as the effect of possible changes in the applicable tax laws.

The Reincorporation provided for in the Plan of Conversion is intended to constitute a tax-free “reorganization” under Section 368(a)(1)(F) of the Code. Accordingly, assuming the Reincorporation qualifies as a reorganization under Section 368(a)(1)(F) of the Code, it is expected that the Reincorporation will have the following U.S. federal income tax consequences: (i) no gain or loss will be recognized by the holders of shares of common stock upon consummation of the Reincorporation; (ii) the aggregate tax basis of shares of common stock after the Reincorporation will be the same as the aggregate tax basis of shares of common stock before the Reincorporation; and (iii) the holding period of the shares of common stock after the Reincorporation will include the period for which the shares of common stock were held prior to the Reincorporation.

At the effective time of the Reincorporation, the Company’s common stock will continue to be traded on the Nasdaq Stock Market under the symbol “DJT” and the Company’s redeemable warrants (the “Warrants”) will continue to be traded on the Nasdaq Stock Market under the symbol “DJTWW.” There will be no interruption in the trading of the common stock or the Warrants as a result of the Reincorporation. The Company will continue to file periodic reports and other documents with the SEC and provide to stockholders the same types of information that it has previously filed and provided. The Company and its stockholders will be in the same respective positions under the federal securities laws after the Reincorporation as each was prior to the Reincorporation.

The Company expects that the Reincorporation will have no effect from an accounting perspective because there is no different entity as a result of the Reincorporation. As such, the Company’s consolidated financial statements previously filed with the SEC will remain its consolidated financial statements following the Reincorporation.

Stockholders will not be required to exchange their current Company stock certificates for new stock certificates in connection with the Reincorporation. Following the effective time of the Reincorporation, any current Company stock certificates submitted to our transfer agent for transfer, whether pursuant to a sale or otherwise, will automatically be exchanged for Florida Company stock certificates. Stockholders should not destroy any stock certificate(s) and should not submit any certificate(s) to us or our transfer agent unless and until requested to do so.

The Reincorporation will be conducted as a conversion of the Company from a Delaware corporation to a Florida corporation. Under the DGCL, our stockholders are not entitled to dissenter’s or appraisal rights with respect to the Reincorporation or the Reincorporation Proposal.

Approval and adoption of the Reincorporation Proposal requires the affirmative vote of the holders of a majority of the outstanding common stock entitled to vote on the Reincorporation Proposal.

Our Board has approved, and recommends that the stockholders approve, an amendment and restatement of the Digital World Acquisition Corp. 2024 Equity Incentive Plan (as amended and restated, the “A&R Plan”), subject to stockholder approval.

The changes implemented by the A&R Plan to the 2024 Plan are as follows:

The Evergreen Provision allows for the replenishment of the share pool without the requirement for the Company to submit a proposal to stockholders to increase the size of the share pool each year.

If this Proposal is approved, based upon the number of shares outstanding as of February 12, 2025 it is estimated that approximately 11,003,268 shares would be added to the A&R Plan (assuming that the number of outstanding shares remained the same). The material features of the 2024 Plan and A&R Plan are described below. If approved by the Company’s stockholders, the A&R Plan will become effective on the date of such approval.

As of February 18, 2025, there were 9,547,850 shares available under the 2024 Plan. This remaining share pool will not be sufficient to fulfill the Company’s equity compensation program during the next several years. We consider it important to maintain a strong association between compensation of our employees and service providers and our stockholders’ long-term interests. Awards under the 2024 Plan are intended to provide our employees significant incentive to protect and enhance stockholder value. We believe that there is an insufficient number of shares remaining available for new grants under our 2024 Plan to sustain these important stock-based incentives.

Although the A&R Plan was approved in 2024, in order to secure and retain the services of our employees, directors and other service providers and to provide long-term incentives that align the interests of our employees, directors and other service providers with the interests of our stockholders, the Evergreen Provision will allow us to better support our continued growth strategy. Adopting the A&R Plan at this time will make an additional number of shares available for issuance to participants each year.

The Incentive Plan Proposal — We are asking shareholders to consider and vote upon a proposal to approve and adopt the A&R Plan, a copy of which is attached to this proxy statement as Appendix D.

If the A&R Plan is approved by stockholders, then the amended plan will be effective as of such approval.

The A&R Plan is key to our attracting and retaining top talent. Attracting and retaining top talent in this very competitive industry is one of our fundamental strategic imperatives. Our long-term equity compensation program for our officers and employees is a significant element of our compensation strategy for attracting and retaining our top employees and directors. We have found that equity-based awards are valued by our executives and employees. That sense of value, when coupled with multi-year vesting periods, and performance-based vesting in certain cases, serves to enhance retention of these employees as well as collaboration among them. We believe an A&R Plan is key to our long-term success and the future success of our stockholders.

The A&R Plan will be used to align the long-term interests of our employees, with those of our stockholders and consistent with our M&A strategy. We consider it crucial to maintain a strong association between compensation of our key employees and our stockholders’ long-term interests. Our long-term equity compensation program is a significant factor in achieving this goal and allowing us to have potential future headcount growth in the context of mergers and acquisitions.

The Compensation Committee (which administers the 2024 Plan) recognizes its responsibility to strike a balance between stockholder concerns regarding the potential dilutive effect of equity awards and the ability to attract, retain and reward directors, officers and employees whose contributions are critical to the long-term success of the Company. The Compensation Committee believes that stockholder approval of the increase in the shares authorized under the A&R Plan is necessary for the Company to offer a competitive equity incentive program to provide meaningful recruitment and retention benefit to prospective or current directors, officers and employees. If stockholders do not approve the proposed increase in shares authorized under the 2024 Plan, the Company likely will be precluded from successfully attracting and retaining the best possible talent to move its business forward.

For these reasons, we are asking our stockholders to approve the additional shares authorized for issuance under the A&R Plan and thereby enable us to continue to implement our long-term equity compensation program.

The purpose of the A&R Plan is to promote the long-term success of the Company and the creation of shareholder value by (a) encouraging service providers to focus on critical long-range corporate objectives, (b) encouraging the attraction and retention of service providers with exceptional qualifications, and (c) linking service providers directly to shareholder interests through increased equity ownership.

If the Incentive Plan Proposal is not approved by stockholders, we believe the Company’s ability to recruit, retain and incentivize top talent will be adversely affected.

If stockholders do not approve our A&R Plan, our ability to grant equity awards to our planned new hires, as well as our existing employees and management team, will be severely limited, which would place us at a competitive disadvantage. After a review of our historical practices and our anticipated future growth, we believe that the shares that would become available under our A&R Plan if this proposal is approved would enable us to continue to grant equity awards, which is vital to our ability to attract and retain the talent required to support our continued growth in the extremely competitive labor market in which we compete.

In setting the number of shares authorized for issuance under the A&R Plan and proposing the inclusion of the Evergreen Provision, we considered the total outstanding equity awards under the 2024 Plan. To facilitate the approval of the A&R Plan, set forth below is certain additional information as of the record date.

As of February 12, 2025, we had 220,065,365 Shares issued and outstanding. The closing price of the shares as reported on the Nasdaq on February 20, 2025 was $27.84.

We also considered both our total equity “overhang” and our historical and projected annual “burn rate” in developing our share increase to the A&R Plan and analyzing the impact of using equity as a means of compensation on our stockholders.

Our overhang percentage is 1.1%. Overhang is calculated by dividing the number of shares issuable pursuant to equity awards outstanding at the end of the fiscal year (2,428,018 shares with respect to fiscal 2024) by the number of common shares outstanding at the end of the fiscal year (220,050,011 shares with respect to fiscal 2024).

Burn rate provides a measure of the potential dilutive impact of our equity award program which we calculate by dividing the number of shares subject to equity awards granted during the year by the basic weighted average number of shares outstanding. In proposing the number of shares authorized for issuance under the A&R Plan, we considered the number of equity awards granted under the 2024 Plan in the past fiscal year. In 2024, the Company granted equity awards representing a total of approximately 2,428,018 shares, as follows:

We will continue to monitor our equity use in future years to ensure our burn rate is within competitive market norms. Our future burn rate will depend on a number of factors, including the number of participants in the A&R Plan, the price per share, any changes to our compensation strategy, changes in business practices or industry standards, changes in our capital structure due to stock splits or similar events, the compensation practices of our competitors or changes in compensation practices in the market generally, and the methodology used to establish the equity award mix.

In requesting the approval of the Evergreen Provision and in setting the number of shares authorized for issuance under the A&R Plan, we also considered the potential dilution that would result by approval of the authorization of the share pool for the A&R Plan. The actual dilution will depend on several factors, including the types of awards made under the A&R Plan. The Board believes the number of Shares requested represents a reasonable amount of potential equity dilution, within a competitive range of the median of similarly situated companies.

The purpose of the A&R Plan is to enhance our ability to attract, retain and motivate persons who make (or are expected to make) important contributions by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Equity awards and equity-linked compensatory opportunities are intended to motivate high levels of performance and align the interests of directors, employees and consultants with those of stockholders by giving directors, employees and consultants the perspective of an owner with an equity or equity-linked stake in our company and providing a means of recognizing their contributions to our success. The Board believes that equity awards are necessary to remain competitive in our industry and are essential to recruiting and retaining the highly qualified employees who help us meet our goals.

This section summarizes certain principal features of the A&R Plan. This summary is qualified in its entirety by the full text of the A&R Plan, a copy of which is included as Appendix D to this proxy statement. For purposes of the summary below, the 2024 Plan refers to the A&R Plan.

The 2024 Plan allows the Company to make equity and equity-based incentive awards to officers, employees, directors, consultants, and advisors. The Board anticipates that providing such persons with a direct stake in the Company will assure a closer alignment of the interests of such individuals with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

The 2024 Plan will provide for the grant of Non-Qualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, or Performance Compensation Awards. No determination has been made as to the types or amounts of awards that will be granted to certain individuals pursuant to the 2024 Plan. All awards will be set forth in an award agreement which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations.

A brief description of each award type follows.

Assuming the Evergreen Provision is approved, the number of shares available for issuance under the 2024 Plan will be 13,252,544 common shares (which represents the number of shares approved upon the original effective date in 2024) plus an increase on each January 1 during 2026 to 2034, beginning on January 1, 2026, of an amount equal to the lesser of (i) 5% of the Company's common stock issued and outstanding on the immediately preceding December 31 or (ii) such number of shares determined by the plan administrator (the “Share Limit”). The Share Limit is subject to adjustment in the event of a reorganization, recapitalization, reclassification, stock split, stock dividend, reverse stock split or other similar change in the Company’s capitalization. The maximum aggregate number of shares of common stock of the Company that may be issued upon exercise of incentive stock options under the 2024 Plan, as amended, shall not exceed 13,252,544, as adjusted. Shares underlying any awards under the 2024 Plan, as amended that are forfeited, cancelled, held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding, satisfied without the issuance of stock or otherwise terminated (other than by exercise) will be added back to the shares available for issuance under the A&R Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares that may be issued as incentive stock options.

The 2024 Plan contains a limitation whereby the value of all awards under the 2024 Plan and all other cash compensation paid by the Company to any non-employee director may not exceed $750,000 in any calendar year.

The 2024 Plan will be administered by the Compensation Committee, the Board or such other similar committee pursuant to the terms of the 2024 Plan. The plan administrator, which initially will be the Compensation Committee, will have full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the 2024 Plan. The plan administrator may delegate to a committee consisting of one or more officers of the Company, including the Chief Executive Officer of the Company, the authority to awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act and not members of the delegated committee, subject to certain limitations and guidelines.

Persons eligible to participate in the 2024 Plan will be officers, employees, non-employee directors, consultants, and advisors of the Company and its subsidiaries as selected from time to time by the plan administrator in its discretion. As of the date of this proxy statement, approximately 35 individuals will be eligible to participate in the 2024 Plan, which includes approximately 4 officers, 25 employees who are not officers, and 6 non-employee directors. Additionally, future consultants/independent contractors may be eligible to participate in the 2024 Plan (no consultants/independent contractors currently work for the Company but there may be such individuals in the future).

The 2024 Plan permits the granting of both options to purchase common stock of the Company intended to qualify as incentive stock options under Section 422 of the Code and options that do not so qualify. Options granted under the 2024 Plan will be non-qualified options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Company and its subsidiaries. Non-qualified options may be granted to any persons eligible to receive awards under the 2024 Plan. The option exercise price of each option will be determined by the plan administrator but generally may not be less than 100% of the fair market value of the common stock of the Company on the date of grant or, in the case of an incentive stock option granted to a ten percent stockholder, 110% of such share’s fair market value. The term of each option will be fixed by the plan administrator and may not exceed ten years from the date of grant. The plan administrator will determine at what time or times each option may be exercised, including the ability to accelerate the vesting of such options.

Upon exercise of options, the option exercise price must be paid in full either in cash, by certified or bank check or other instrument acceptable to the plan administrator or by delivery (or attestation to the ownership) of shares of common stock of the Company that are beneficially owned by the optionee free of restrictions or were purchased in the open market. Subject to applicable law, the exercise price may also be delivered by a broker pursuant to irrevocable instructions to the broker from the optionee. In addition, the plan administrator may permit non-qualified options to be exercised using a “net exercise” arrangement that reduces the number of shares issued to the optionee by the largest whole number of shares with fair market value that does not exceed the aggregate exercise price.

The plan administrator may award stock appreciation rights subject to such conditions and restrictions as it may determine. Stock appreciation rights entitle the recipient to shares of common stock of the Company, or cash, equal to the value of the appreciation in the Company’s stock price over the exercise price. The exercise price generally may not be less than 100% of the fair market value of common stock of the Company on the date of grant. The term of each stock appreciation right will be fixed by the plan administrator and may not exceed ten years from the date of grant. The plan administrator will determine at what time or times each stock appreciation right may be exercised, including the ability to accelerate the vesting of such stock appreciation rights.

The plan administrator may award restricted shares of common stock of the Company and restricted stock units to participants subject to such conditions and restrictions as it may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified vesting period. The plan administrator may also grant shares of common stock of the Company that are free from any restrictions under the 2024 Plan. Unrestricted stock may be granted to participants in recognition of past services or for other valid consideration and may be issued in lieu of cash compensation due to such participant. The plan administrator may grant dividend equivalent rights to participants that entitle the recipient to receive credits for dividends that would be paid if the recipient had held a specified number of shares of common stock of the Company.

The plan administrator may grant cash-based awards under the 2024 Plan to participants, subject to the achievement of certain performance goals, including continued employment with the Company.

The 2024 Plan requires the plan administrator to make appropriate adjustments to the number of shares of common stock that are subject to the 2024 Plan, to certain limits in the 2024 Plan, and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events.

Except as set forth in a stock award agreement issued under the 2024 Plan, in the event of (i) a transfer of all or substantially all of the Company’s assets, (ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person, or (iii) the consummation of a transaction, or series of related transactions, in which any person becomes the beneficial owner directly or indirectly, of more than 50% of Company’s then outstanding capital stock, each outstanding stock award (vested or unvested) will be treated as the plan administrator determines, which may include (a) Company’s continuation of such outstanding stock awards (if Company is the surviving corporation); (b) the assumption of such outstanding stock awards by the surviving corporation or its parent; (c) the substitution by the surviving corporation or its parent of new stock options or other equity awards for such stock awards; (d) the cancellation of such stock awards in exchange for a payment to the participants equal to the excess of (1) the fair market value of the shares subject to such stock awards as of the closing date of such corporate transaction over (2) the exercise price or purchase price paid or to be paid (if any) for the shares subject to the stock awards (which payment may be subject to the same conditions that apply to the consideration that will be paid to holders of shares in connection with the transaction, subject to applicable law); or (e) the opportunity for participants to exercise the stock options prior to the occurrence of the corporate transaction and the termination (for no consideration) upon the consummation of such corporate transaction of any stock options not exercised prior thereto.

The 2024 Plan provides that a stock award may be subject to additional acceleration of vesting and exercisability upon or after a “Change in Control” (as defined in the 2024 Plan) as may be provided in the award agreement for such stock award or as may be provided in any other written agreement between the Company or any affiliate and the participant, but in the absence of such provision, no such acceleration will occur.

Participants in the 2024 Plan are responsible for the payment of any federal, state or local taxes that the Company or its subsidiaries are required by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. The plan administrator may cause any tax withholding obligation of the Company or its subsidiaries to be satisfied, in whole or in part, by the applicable entity withholding from shares of common stock of the Company to be issued pursuant to an award shares with an aggregate fair market value that would satisfy the

withholding amount due. The plan administrator may also require any tax withholding obligation of the Company or its subsidiaries to be satisfied, in whole or in part, by an arrangement whereby a certain number of shares issued pursuant to any award are immediately sold and proceeds from such sale are remitted to the Company or its subsidiaries in an amount that would satisfy the withholding amount due.

The 2024 Plan generally does not allow for the transfer or assignment of awards, other than by will or by the laws of descent and distribution or pursuant to a domestic relations order; however, the plan administrator may permit the transfer of non-qualified stock options by gift to an immediate family member, to trusts for the benefit of family members, or to partnerships in which such family members are the only partners.

The plan administrator may amend or discontinue the 2024 Plan and the plan administrator may amend or cancel outstanding awards for purposes of satisfying changes in law or any other lawful purpose, but no such action may materially and adversely affect rights under an award without the holder’s consent. Certain amendments to the 2024 Plan will require the approval of the Company’s stockholders. Generally, without shareholder approval, (i) no amendment or modification of the 2024 Plan may reduce the exercise price of any stock option or the strike price of any stock appreciation right, (ii) the plan administrator may not cancel any outstanding stock option or stock appreciation right where the fair market value of the common stock underlying such stock option or stock appreciation right is less than its exercise price and replace it with a new option or stock appreciation right, another award or cash and (iii) the plan administrator may not take any other action that is considered a “repricing” for purposes of the shareholder approval rules of the applicable securities exchange.

All stock awards granted under the 2024 Plan will be subject to recoupment in accordance with any clawback policy that Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which Company securities are listed or as is otherwise required by the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Board may impose such other clawback, recovery or recoupment provisions in a stock award agreement as the Board determines necessary or appropriate. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company.

No awards may be granted under the 2024 Plan after the date that is ten years from its original Effective Date, which is defined as the date shareholders approved the 2024 Plan.

The following is a summary of the principal U.S. federal income tax consequences of certain transactions under the 2024 Plan, as amended. It does not describe all federal tax consequences under the 2024 Plan, as amended, nor does it describe state or local tax consequences.

Incentive Stock Options. No taxable income is generally realized by the optionee upon the grant or exercise of an incentive stock option. If shares of the Company common stock issued to an optionee pursuant to the exercise of an incentive stock option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then generally (i) upon sale of such shares, any amount realized in excess of the option exercise price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) neither the Company nor its subsidiaries will be entitled to any deduction for federal income tax purposes; provided that such incentive stock option otherwise meets all of the technical requirements of an incentive stock option. The exercise of an incentive stock option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.

If shares of the Company’s common stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the two-year and one-year holding periods described above (a “disqualifying disposition”), generally (i) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares of the Company common stock at exercise (or, if less, the amount realized on a sale of such shares of the Company common stock) over the option price thereof, and (ii) the Company or its subsidiaries will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive stock option is paid by tendering shares of the Company common stock.

If an incentive stock option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a non-qualified option. Generally, an incentive stock option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.

No income is generally realized by the optionee at the time a non-qualified option is granted. Generally (i) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the option exercise price and the fair market value of the shares of the Company common stock on the date of exercise, and we receive a tax deduction for the same amount, and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares of the Company common stock have been held. Special rules will apply where all or a portion of the exercise price of the non-qualified option is paid by tendering shares of the Company’s common stock. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair market value over the exercise price of the option.

For all other awards under the 2024 Plan, the Company generally will be entitled to a tax deduction in connection with other awards under the 2024 Plan, as amended, in an amount equal to the ordinary income realized by the participant at the time the participant recognizes such income. Participants typically are subject to income tax and recognize such tax at the time that an award is exercised, vests or becomes non-forfeitable, unless the award provides for deferred settlement.

The vesting of any portion of an award that is accelerated due to the occurrence of a change in control (such as a sale event) may cause all or a portion of the payments with respect to such accelerated awards to be treated as “parachute payments” as defined in the Code. Any such parachute payments may be non-deductible to either the Company or its subsidiaries, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).

The awards that are to be granted to any participant or group of participants are indeterminable as of the date of this proxy statement because participation and the types of awards that may be granted under the 2024 Plan are subject to the discretion of the plan administrator.

The following table sets forth, for each of the individuals and various groups indicated, the total number of shares of our common stock subject to awards that have been granted under the 2024 Plan since its inception through February 20, 2025, even if not currently outstanding: