DJT 8-K
Trump Media & Technology Group Corp. (DJT)
8-K
2025-03-07
For: 2025-03-03
View Original
Added on
April 07, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 3, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (941 ) 735-7346
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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Appointment of New Director
Effective March 3, 2025, the board of directors (the “Board”) of Trump Media & Technology Group Corp. (the “Company”)
appointed George Holding as a member of the Board.
The Board has determined that Mr. Holding qualifies as an independent director under the applicable standards of the Board, the Nasdaq
Listing Rules, and the Sarbanes-Oxley Act of 2002, as amended. There are no relationships or related party transactions between the Company and Mr. Holding, of the type required to be disclosed under applicable Securities and Exchange Commission
rules. Mr. Holding was appointed to serve on the Compensation Committee of the Board. Mr. Holding will receive standard compensatory and other agreements and arrangements provided to other non-employee directors of the Company, including prorated
portions of the Company’s standard cash retainer and equity compensation.
Since 2021, Mr. Holding has worked as a Managing Director of Government Relations for Blackstone, Inc. In this capacity, he advises on
geopolitics, performs due diligence, and engages with policymakers. Mr. Holding previously served as a Member of Congress from 2013 to 2021. Prior to his election, he served as a United States Attorney, First Assistant United States Attorney,
counsel to a United States Senator, and clerk for a U.S. District Court judge, as well as a lawyer in private practice. He has handled a wide variety of issues relating to tax, trade, healthcare, foreign affairs, national security, and intellectual
property. In the U.S. House of Representatives, Mr. Holding was Chairman of the British American Parliamentary Group, the U.K. Caucus, and the India Caucus. He served as a member of the Ways and Means Committee, Judiciary Committee, Foreign
Affairs Committee, Budget Committee, and Ethics Committee. He has participated in the World Economic Forum, the European Parliament Transatlantic Dialogue, and the NATO Parliamentary Assembly. Mr. Holding has degrees in classical studies and law
from Wake Forest University.
Departure of Existing Director
Effective March 3, 2025, Linda McMahon resigned from the Board, upon her confirmation by the U.S. Senate as Secretary of the U.S.
Department of Education. Her resignation is not a result of any disagreement with the Company.
Committee Appointments
As previously disclosed, on February 20, 2025, David Bernhardt was appointed as a member of the Board. Effective March 3, 2025, Mr.
Bernhardt was appointed as Chair of the Nominating and Corporate Governance Committee and as a member of the Audit Committee of the Board.
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Item 7.01.
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Regulation FD Disclosure.
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On March 7, 2025, the Company issued a press release announcing the appointment of Mr. Holding and the resignation of Ms. McMahon, a copy
of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits. The following exhibits are filed with this Form 8-K:
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Exhibit
No.
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Description of Exhibits
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Press Release dated March 7, 2025.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
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Trump Media & Technology Group Corp.
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Dated: March 7, 2025
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By:
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/s/ Scott Glabe
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Name:
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Scott Glabe
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Title:
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General Counsel
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Exhibit 99.1
Former Congressman George Holding Joins Trump Media Board
Holding Fills Vacancy Left by Education Secretary Linda McMahon
SARASOTA, Fla., March 7, 2025 (GLOBE NEWSWIRE) -- The Board of Directors of Trump Media and Technology Group Corp. (Nasdaq: DJT) ("TMTG"), operator of the
social media platform Truth Social, the streaming platform Truth+, and the FinTech brand Truth.Fi, has voted to appoint former Congressman George Holding to the TMTG Board of Directors.
On the Board, Mr. Holding will replace Linda McMahon, who stepped down upon her appointment as Secretary of Education in the Trump Administration.
TMTG CEO and Chairman Devin Nunes said, "Linda was a fantastic, hard-working board member, and we appreciate her commitment to our mission and all the
contributions she made to the company. Based on her long track record of success throughout her career, we have no doubt she will excel as Secretary of Education and as a member of President Trump’s Cabinet. Concurrently, the Board extends a warm
welcome to George Holding. With his extensive experience as a congressman and his wide-ranging legal background, George will bring a valued, fresh perspective to the Board as TMTG strives to fulfill its plan to diversify into new industries and
explore possible mergers and acquisitions."
Since 2021, Mr. Holding has worked as a Managing Director of Government Relations for Blackstone, Inc, where he advises on geopolitics, performs due
diligence, and engages with policymakers. He previously served as a Member of Congress from 2013 to 2021, serving on the Ways and Means Committee, Judiciary Committee, Foreign Affairs Committee, Budget Committee, and Ethics Committee. Prior to his
election, he served as a United States Attorney, First Assistant United States Attorney, counsel to a United States Senator, and clerk for a U.S. District Court judge, as well as a lawyer in private practice. Mr. Holding has handled a wide variety
of issues relating to tax, trade, healthcare, foreign affairs, national security, and intellectual property.
About TMTG
The mission of TMTG is to end Big Tech's s assault on free speech by opening up the Internet and giving people their voices back. TMTG operates Truth
Social, a social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations, as well as Truth+, a TV streaming platform focusing on family-friendly live TV channels and on-demand
content. TMTG is also launching Truth.Fi, a financial services and FinTech brand incorporating America First investment vehicles.
Investor Relations Contact
Shannon Devine (MZ Group | Managing Director - MZ North America)
Email: [email protected]
Media Contact