Donald J. Trump - Apr 26, 2024 Form 4 Insider Report for Trump Media & Technology Group Corp. (DJT)

Role: 10%+ Owner
Signature: By: /s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact
Stock symbol: DJT
Transactions as of: Apr 26, 2024
Transactions value $: $0
Form type: 4
Date filed: 4/30/2024, 04:26 PM
Previous filing: Mar 28, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DJT	Common Stock, par value $0.0001 per share	Other	$0	+36M	+45.71%	$0.00	115M	Apr 26, 2024	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DJT	Right to receive Earnout Shares	Other		+36M			0	Apr 26, 2024	Common Stock, par value $0.0001 per share	36M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On March 25, 2024, the Reporting Person became entitled to receive 36,000,000 shares of Issuer's Common Stock (the "Earnout Shares") pursuant to an "earnout" provision in that certain merger agreement dated October 20, 2021, as amended (the "Merger Agreement"), if the following share price targets (the "Earnout Conditions") were satisfied during the three-year period following the closing (the "Closing Date"): (i) in the event that the dollar volume-weighted average price ("VWAP") of the Common Stock equals or exceeds $12.50 per share for twenty (20) out of any thirty (30) trading days during the period beginning on the Closing Date and ending on the 18-month anniversary of the Closing Date, the Reporting Person is entitled to receive 13,500,000 Earnout Shares; (ii) in the event that the VWAP of the Common Stock equals or exceeds $15.00 per share for twenty (20)
F2	out of any thirty (30) trading days during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date, the Reporting Person is entitled to receive an additional 13,500,000 Earnout Shares; and (iii) in the event that the VWAP of the Common Stock equals or exceeds $17.50 per share for twenty (20) out of any thirty (30) trading days during the period beginning on the Closing Date and ending on the third anniversary of the Closing Date, the Reporting Person is entitled to receive an additional 9,000,000 Earnout Shares. On April 26, 2024, in accordance with the terms of the Merger Agreement, the Issuer officially determined that the Earnout Conditions had been satisfied, and the Reporting Person was subsequently issued the Earnout Shares. The Earnout Shares are subject to lock-up restrictions pursuant to the Issuer's charter and a lock-up agreement between the Reporting Person and the Issuer.

Content

On March 25, 2024, the Reporting Person became entitled to receive 36,000,000 shares of Issuer's Common Stock (the "Earnout Shares") pursuant to an "earnout" provision in that certain merger agreement dated October 20, 2021, as amended (the "Merger Agreement"), if the following share price targets (the "Earnout Conditions") were satisfied during the three-year period following the closing (the "Closing Date"): (i) in the event that the dollar volume-weighted average price ("VWAP") of the Common Stock equals or exceeds $12.50 per share for twenty (20) out of any thirty (30) trading days during the period beginning on the Closing Date and ending on the 18-month anniversary of the Closing Date, the Reporting Person is entitled to receive 13,500,000 Earnout Shares; (ii) in the event that the VWAP of the Common Stock equals or exceeds $15.00 per share for twenty (20)

out of any thirty (30) trading days during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date, the Reporting Person is entitled to receive an additional 13,500,000 Earnout Shares; and (iii) in the event that the VWAP of the Common Stock equals or exceeds $17.50 per share for twenty (20) out of any thirty (30) trading days during the period beginning on the Closing Date and ending on the third anniversary of the Closing Date, the Reporting Person is entitled to receive an additional 9,000,000 Earnout Shares. On April 26, 2024, in accordance with the terms of the Merger Agreement, the Issuer officially determined that the Earnout Conditions had been satisfied, and the Reporting Person was subsequently issued the Earnout Shares. The Earnout Shares are subject to lock-up restrictions pursuant to the Issuer's charter and a lock-up agreement between the Reporting Person and the Issuer.