8-K
Trump Media & Technology Group Corp. (DJT)
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): February 20, 2025
Trump Media & Technology Group Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40779 | 85-4293042 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation or organization) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification Number) |
401 N. Cattlemen Rd., Ste. 200
Sarasota, Florida 34232
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (941) 735-7346
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br> <br>Symbol(s) | Name of each exchange<br><br> <br>on which registered |
|---|---|---|
| Common stock, par value $0.0001 per share | DJT | The Nasdaq Stock Market LLC |
| Redeemable Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 | DJTWW | The Nasdaq Stock Market LLC |
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. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Election of Directors; Appointment of Certain Officers; Compensatory<br> Arrangements of Certain Officers. |
|---|
Appointment of New Director
On February 20, 2025, the board of directors (the “Board”)
of Trump Media & Technology Group Corp. \(the “Company”\) appointed David Bernhardt as a member of the Board.
The Board has determined that Mr. Bernhardt meets the 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. Bernhardt, of the type required to be disclosed under applicable Securities and Exchange Commission rules. Mr. Bernhardt 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.
Mr. Bernhardt 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.”
Departure of Existing Director
On February 20, 2025, Kashyap “Kash” Patel resigned from the Board, upon his confirmation by the U.S. Senate as Director of the Federal Bureau of Investigation. His resignation is not a result of any disagreement with the Company.
| Item 7.01. | Regulation FD Disclosure. |
|---|
On February 20, 2025, the Company issued a press release announcing the appointment of Mr. Bernhardt and the resignation of Mr. Patel, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d)
Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit<br><br> <br>No. | Description of Exhibits |
|---|---|
| 99.1 | Press Release dated February 20, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Trump Media & Technology Group Corp. | ||
|---|---|---|
| Dated: February 20, 2025 | ||
| By: | /s/ Scott Glabe | |
| Name: | Scott Glabe | |
| Title: | General Counsel |
Exhibit 99.1
Former Interior Secretary David Bernhardt Joins Trump Media Board of Directors
Bernhardt to Replace Newly Confirmed FBI Director Kash Patel
SARASOTA, Fla., Feb.20, 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, today voted to appoint former Secretary of the Interior David Bernhardt to the TMTG Board of Directors.
On the Board, Bernhardt will replace Kash Patel, who has stepped down upon his confirmation by the U.S. Senate today as Director of the Federal Bureau of Investigation.
TMTG CEO and Chairman Devin Nunes said, "Kash was crucial to the growth and trajectory of TMTG. The Board will miss his many contributions to the company’s dynamism, but he’s answered another calling, and I congratulate him on his confirmation as FBI Director. Simultaneously, we’re thrilled to have David Bernhardt join the Board. With his incredibly expansive background in governance, energy resources, land management, and many other fields, Dave is a great addition to the Board as we look forward to diversifying TMTG into new industries and continue our explorations of possible mergers and acquisitions.”
From 2019 to 2021, Bernhardt served as the 53rd Secretary of the U.S. Department of the Interior. As Secretary of the Interior, Bernhardt led more than 70,000 employees who oversaw U.S. public lands including national parks, monuments, and wildlife refuges. Prior to that, he served in various other positions in the Department including Solicitor, deputy solicitor, deputy chief of staff and counselor to the Secretary, and as director of Congressional and Legislative affairs and counselor to the Secretary.
Bernhardt is an avid hunter and angler and recently served on the Board of Game and Inland Fisheries for the Commonwealth of Virginia. He also led the International Boundary Commission between the United States and Canada and was responsible, along with his Canadian counterpart, for maintaining the 5,525 mile international boundary between these two nations. He has in-depth experience in legal matters concerning active regulations and rule-makings, with years of legal experience in both the government and the private sector.
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: shannon.devine@mzgroup.us
Media Contact
press@tmtgcorp.com