Added10-Q 2026-11-09 vs 10-K 2026-02-27
Our digital asset treasury yield-generation activities expose us to significant risks including counterparty credit risk, operational risks, and potential loss of assets.
DJTTrump Media & Technology Group
- Headquarters
- Sarasota, FL
- CEO
- Kevin McGurn
- Next results
- around Feb 26, 2027
256 paragraphs in Risk Factors of the 10-K filed Feb 27, 2026 with nothing like them in the 10-K filed Feb 14, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 31 Crypto companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
Our bitcoin strategy exposes us to various risks, including risk associated with bitcoin.
Similar paragraph at 9 of 31 other Crypto companies: DFDV, HSDT, HYPD, MSTR, NAKA, SBET, SUIG, UPXI and 1 moreBitcoin and Cronos are highly volatile assets, and fluctuations in the price of bitcoin and Cronos are likely to influence our financial results and the market price of our listed securities.
Similar paragraph at 11 of 31 other Crypto companies: ABTC, ASST, BKKT, CORZ, HUT, HYPD, MSTR, NAKA and 3 moreOur operating results will be dependent on the price of digital assets. If such price declines, our business, operating results, and financial condition would be adversely affected.
Bitcoin, Cronos and other digital assets are relatively novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.
Similar paragraph at 11 of 31 other Crypto companies: ASST, DFDV, FWDI, HSDT, HYPD, MSTR, NAKA, SUIG and 3 moreOur historical financial statements prior to September 30, 2025 do not reflect the potential variability in earnings that we have experienced to date and may experience in the future relating to our bitcoin and other digital asset holdings.
The recent increase in the availability of alternative ways to gain exposure to bitcoin and other digital assets may adversely affect the market price of our listed securities.
Our bitcoin and digital asset strategy subjects us to enhanced regulatory oversight.
Due to the unregulated nature and lack of transparency surrounding the operations of many bitcoin trading venues, bitcoin trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in bitcoin trading venues and adversely affect the value of our bitcoin.
Similar paragraph at 10 of 31 other Crypto companies: BKKT, FWDI, GLXY, HSDT, HYPD, MARA, MSTR, SBET and 2 moreThe concentration of our bitcoin and digital asset holdings enhances the risks inherent in our bitcoin and digital asset strategy.
Our bitcoin and Cronos holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
Similar paragraph at 12 of 31 other Crypto companies: ASST, DFDV, FWDI, HSDT, HYPD, MSTR, NAKA, SBET and 4 moreRegulatory change reclassifying bitcoin as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of bitcoin and the market price of our listed securities.
Similar paragraph at 9 of 31 other Crypto companies: ABTC, ASST, DFDV, HSDT, HUT, LITS, MSTR, NAKA and 1 moreOur level and terms of indebtedness could adversely affect our ability to raise additional capital to further execute on our bitcoin strategy, fund other operations, and take advantage of new business opportunities.
We may not have the ability to raise the funds necessary to settle conversions of the Convertible Notes in cash or to repurchase the Convertible Notes for cash upon a fundamental change or other events which require repayment of the Convertible Notes, including the mandatory repurchase provisions contained in the Indenture and at maturity, and any future debt may contain limitations on our ability to engage in cash-settled conversions or repurchases of the Convertible Notes.
The forced conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
Collateral requirements and the repurchase rights of holders of our Convertible Notes may constrain our bitcoin strategy and our business.
We cannot guarantee that our share repurchase program will be utilized to the full value approved or that it will enhance long-term stockholder value.
Read in the 10-K ↗
The market price of TMTG common stock after the TAE Merger may be affected by factors different from those currently affecting the shares of TMTG common stock.
TMTG and TAE are expected to incur substantial costs related to the TAE Merger and integration, and these costs may be greater than anticipated due to unexpected events.
Combining TMTG and TAE may be more difficult, costly or time-consuming than expected, and TMTG may fail to realize the anticipated benefits of the TAE Merger.
Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the TAE Merger.
If the requisite approval of TMTG shareholders or TAE shareholders is not obtained, or other conditions to the closing of the TAE Merger are not met, the TAE Merger Agreement may be terminated in accordance with its terms and the TAE Merger may not be completed.
TMTG is subject to certain contractual restrictions pursuant to the TAE Merger Agreement while the TAE Merger is pending.
Each TMTG shareholder will have a substantially reduced ownership and voting interest in the combined company after the consummation of the TAE Merger than the holder’s interest in TMTG prior to the consummation of the TAE Merger.
Issuance of shares of TMTG common stock in connection with the TAE Merger may adversely affect the market price of TMTG common stock.
Shareholder litigation related to the TAE Merger could prevent or delay the completion of the TAE Merger, result in the payment of damages or otherwise negatively impact the business and operations of TMTG.
If TAE defaults under the Convertible Promissory Note issued by TMTG in connection with the TAE Merger Agreement, it could negatively impact TMTG.
Read in the 10-K ↗
The Company may also be susceptible to cybersecurity threats through its third-party service providers. For example, our independent public accounting firm was subject to a data breach and, while there is no determination of the effect on the Company of the breach, the Company continues to evaluate such effects.
Read in the 10-K ↗
We may invest in or write options on securities, which may result in our bearing the risk of loss should the underlying security change in value during the life of the option.
There are several risks associated with transactions in options on securities. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A transaction in options or securities may be unsuccessful to some degree because of market behavior or unexpected events.
When we write a covered call option, we forgo, during the option’s life, the opportunity to profit from increases in the market value of the security covering the call option above the sum of the premium and the strike price of the call, but retain the risk of loss should the price of the underlying security decline. The writer of an option has no control over the time when it may be required to fulfill its obligation and once an option writer has received an exercise notice, it must deliver the underlying security in exchange for the strike price.
When we write a covered put option, we bear the risk of loss if the value of the underlying stock declines below the exercise price minus the put premium. If the option is exercised, we could incur a loss if we are required to purchase the stock underlying the put option at a price greater than the market price of the stock at the time of exercise plus the put premium we received when we wrote the option. While our potential gain in writing a covered put option is limited to distributions earned on the liquid assets securing the put option plus the premium received from the purchaser of the put option, we risk a loss equal to the entire exercise price of the option minus the put premium.
We may enter into reverse repurchase transactions, which are subject to the risk that the securities subject to such repurchase transaction may decline in value or that securities purchased with the proceeds of such reverse repurchase transaction will decline in value below the market value of the securities we are required to repurchase.
We may enter into reverse repurchase transactions with banks and securities dealers. A reverse repurchase transaction is a repurchase transaction in which we are the seller of, rather than the investor in, securities or other assets and agree to repurchase them at a date certain or on demand. Use of a reverse repurchase transaction may be preferable to a regular sale and later repurchase of securities or other assets because it avoids certain market risks and transaction costs. Reverse repurchase transactions involve the risk that the market value of securities and/or other assets purchased by us with the proceeds received by us in connection with such reverse repurchase transactions may decline below the market value of the securities we are obligated to repurchase under such reverse repurchase transactions. They also involve the risk that the counterparty liquidates the securities delivered to it by us under the reverse repurchase agreement following the occurrence of an event of default under the reverse repurchase agreement by us. At the time when we enter into a reverse repurchase transactions, liquid securities (cash) of ours having a value at least as great as the purchase price of the securities to be purchased are expected to be segregated on our books throughout the period of the obligation.
From time to time, we may engage in the short sale of securities, which involves the risk of significant loss in the event the price of the borrowed securities appreciates before the short position closes out.
From time to time, we may engage in the short sale of securities, which involves the risk of significant loss in the event the price of the borrowed securities appreciates before the short position closes out. Short sales by us that are not made where there is an offsetting long position in the asset that it is being sold short theoretically involve unlimited loss potential since the market price of securities sold short may continuously increase. Short selling allows us to profit from declines in market prices to the extent such decline exceeds the transaction costs and costs of borrowing the securities. However, since the borrowed securities must be replaced by purchases at market prices in order to close out the short position, any appreciation in the price of the borrowed securities would result in a loss. Purchasing securities to close out the short position can cause the price of securities to rise further, thereby exacerbating the loss. We may mitigate such losses by replacing the securities sold short before the market price has increased significantly. Under adverse market conditions, we might have difficulty purchasing securities to meet margin calls on its short sale delivery obligations, and might have to sell portfolio securities to raise the capital necessary to meet its short sale obligations at a time when fundamental investment considerations would not favor such sales.
If other short positions of the same security are closed out at the same time, a “short squeeze” can occur where demand exceeds the supply for the security sold short. A short squeeze makes it more likely that we will need to replace the borrowed security at an unfavorable price.
The prices of equity securities we have invested in may fall over short or long periods of time. In addition, common equity represents a share of ownership of a company, and rank junior to debt and preferred equity in their claim on the Company’s assets in the event of bankruptcy.
We may use leverage in our investment program, resulting in a greater risk of loss.
We may use leverage in our investment program, including the use of borrowed funds and investments in certain types of options, such as puts, calls and warrants, which may be purchased for a fraction of the price of the underlying securities. While such strategies and techniques increase the opportunity to achieve higher returns on the amounts invested, they also increase the risk of loss. To the extent we purchase securities with borrowed funds, our net assets will tend to increase or decrease at a greater rate than if borrowed funds are not used. If the interest expense on borrowings were to exceed the net return on the portfolio securities purchased with borrowed funds, our use of leverage would result in a lower rate of return than if we were not leveraged.
Investments in securities of other companies or issuers, including debt and equity instruments such as bonds, preferred or common shares, or convertible instruments, could cause us to incur losses or other expenses which could adversely affect our financial position, results of operations, and cash flows.
We currently own and may own in the future, investments in securities of companies or issuers including debt and equity instruments, which may include bonds, preferred or common shares, or convertible instruments. Certain of these investments may be traded on an exchange or other active market while other investments may not be actively traded and without a readily observable market price. With respect to investments traded on an exchange or other active market, the price of the underlying instrument may be quoted such that the market value of the instrument varies during a given trading day, or the price may be quoted less frequently. Adverse fluctuations in the value of these investments, whether market-generated or not, may be reflected as unrealized losses on our balance sheet depending on the type of investment and our accounting methodologies. We may choose to or be required to liquidate these investments in whole or in part and at prices that result in realized losses on our investment. Should we incur realized losses on liquidating these investments, our financial position, results of operations and cash flows would be adversely impacted. Our investments in the securities of companies or issuers which are engaged in the real estate industry are also subject to risks associated with the investment in real estate generally.
Our prediction‑market initiatives involve emerging technology and business models that are still in development and are subject to significant regulatory, operational, and market uncertainties.
On October 28, 2025, we announced an exclusive arrangement with Crypto.com | Derivatives North America (CDNA), a CFTC-registered exchange and clearinghouse, to integrate prediction markets into Truth Social. Details of Truth Predict product offerings—and associated technology—remain in development.
Prediction markets are a relatively new and evolving business area, and our platform, Truth Predict, is currently in a beta testing phase. There is significant uncertainty regarding user adoption, engagement, and platform integration through distribution partners such as CDNA, as well as the scalability of our business model. In addition, the regulatory and legal frameworks applicable to prediction markets are complex, evolving, and may involve overlapping federal and state oversight, including classification as derivatives, event contracts, or gambling under different jurisdictions. Any failure to successfully develop, integrate, or scale our platform, or to comply with applicable legal and regulatory requirements, could materially and adversely affect our business, results of operations, and financial condition.
Our bitcoin strategy exposes us to various risks, including risk associated with bitcoin.
Similar paragraph at 9 of 31 other Crypto companies: DFDV, HSDT, HYPD, MSTR, NAKA, SBET, SUIG, UPXI and 1 moreBitcoin is a highly volatile asset. Bitcoin is a highly volatile asset that has traded below $61,000 per bitcoin and above $126,000 per bitcoin in the past 12 months. The trading price of bitcoin significantly decreased during prior periods, and such declines may occur again in the future.
Bitcoin does not pay interest or dividends. Bitcoin does not pay interest or other returns, and we can only generate cash from our bitcoin holdings if we sell our bitcoin or implement strategies to create income streams or otherwise generate cash by using our bitcoin holdings. Such strategies may include, without limitation, options-based acquisition strategies, lending or borrowing arrangements, and other derivative transactions, each of which would expose us to additional counterparty, market, liquidity, and regulatory risk beyond those associated with holding bitcoin directly. Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from our bitcoin holdings, and any such strategies may subject us to additional risks.
Our bitcoin holdings may significantly impact our financial results and the market price of our listed securities. Our bitcoin holdings are expected to impact our financial results and the market price of our listed securities. If we continue to increase our overall holdings of bitcoin in the future, they will have an even greater impact. See “Risks Related to Our Digital Asset Strategy and Holdings—Our historical financial statements prior to September 30, 2025 do not reflect the potential variability in earnings that we may experience in the future relating to our bitcoin holdings.”
Our assets will be concentrated in bitcoin. We expect that a large portion of our assets will be concentrated in our bitcoin holdings. The concentration of our assets in bitcoin limits our ability to mitigate risk that could otherwise be achieved by holding a more diversified portfolio of treasury assets.
Our bitcoin strategy relies substantially on our ability to complete equity and debt financings. Substantially all of our bitcoin purchases have been made using proceeds from equity and debt financings. Our ability to achieve the objectives of our bitcoin strategy depends in significant part on our ability to obtain equity and debt financing. If we are unable to obtain equity or debt financing on favorable terms or at all, we may not be able to successfully execute on our bitcoin strategy.
Our bitcoin strategy has not been tested over an extended period of time or under all market conditions. We are continually examining the risks and rewards of our strategy to acquire and hold bitcoin. This strategy has not been tested over an extended period of time or under all market conditions. For example, although we believe bitcoin, due to its limited supply, has the potential to serve as a hedge against inflation in the long term, the short-term price of bitcoin declined in recent periods during which the inflation rate increased. If bitcoin prices were to decline or our bitcoin strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our listed securities would be materially adversely impacted.
We are subject to counterparty risks, including in particular risks relating to our custodians. Although we have implemented various measures that are designed to mitigate our counterparty risks, including by storing substantially all of the bitcoin we own in custody accounts at U.S.-based, institutional-grade custodians and negotiating contractual arrangements intended to establish that our property interest in custodially-held bitcoin is not subject to claims of our custodians’ creditors, applicable insolvency law is not fully developed with respect to the holding of digital assets in custodial accounts. If our custodially-held bitcoin were nevertheless considered to be the property of our custodians’ estates in the event that any such custodians were to enter bankruptcy, receivership or similar insolvency proceedings, we could be treated as a general unsecured creditor of such custodians, inhibiting our ability to exercise ownership rights with respect to such bitcoin, or delaying or hindering our access to our bitcoin holdings, and this may ultimately result in the loss of the value related to some or all of such bitcoin, which could have a material adverse effect on our financial condition as well as the market price of our listed securities.
The broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of bitcoin. A series of high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry in recent years have highlighted the counterparty risks applicable to owning and transacting in digital assets. Although these bankruptcies, closures, liquidations and other events have not resulted in any loss or misappropriation of our bitcoin, nor have such events adversely impacted our access to our bitcoin, they have, in the short-term, likely negatively impacted the adoption rate and use of bitcoin. Additional bankruptcies, closures, liquidations, regulatory enforcement actions or other events involving participants in the digital assets industry in the future may further negatively impact the adoption rate, price, and use of bitcoin, limit the availability to us of financing collateralized by bitcoin, or create or expose additional counterparty risks.
Changes in the accounting treatment of our bitcoin holdings could have significant accounting impacts, including increasing the volatility of our results. We have adopted ASU 2023-08 as of January 1, 2025, which requires us to measure our bitcoin holdings at fair value in our statement of financial position, and to recognize gains and losses from changes in the fair value of our bitcoin in net income each reporting period. ASU 2023-08 requires us to provide certain interim and annual disclosures with respect to our bitcoin holdings. Due in particular to the volatility in the price of bitcoin, the adoption of ASU 2023-08 has materially impacted on our financial results, increased the volatility of our financial results, affected the carrying value of our bitcoin on our balance sheet, and we expect these impacts to continue. For example, we incurred an unrealized loss on digital assets of $340,602.9 for the year-ended December 31, 2025. Significant variances in gains and losses could occur in future periods. As described in greater detail under the risk factor heading “Unrealized fair value gains on our bitcoin holdings could cause us to become subject to the corporate alternative minimum tax under the Inflation Reduction Act of 2022,” ASU 2023-08 could also have adverse tax consequences. These impacts could in turn have a material adverse effect on our financial results and the market price of our listed securities.
The broader digital assets industry, including the technology associated with digital assets, the rate of adoption and development of, and use cases for, digital assets, market perception of digital assets, and the legal, regulatory, and accounting treatment of digital assets are constantly developing and changing, and there may be additional risks in the future that are not possible to predict.
Cronos is a volatile digital asset with a market structure and liquidity profile that can differ from digital assets with greater market capitalization, such as bitcoin. Significant price declines, changes in market-maker participation, exchange outages, or delistings could impair our ability to liquidate Cronos on acceptable terms or at all, adversely affecting our liquidity, results of operations, and the market price of our securities.
Cronos’ value and trading liquidity are closely associated with the reputation of and interest in the Cronos blockchain ecosystem and its sponsors and service providers, such as Crypto.com. Adverse developments involving those parties—including business setbacks, policy changes, cybersecurity incidents, or regulator actions related to the Cronos network—could reduce demand for Cronos, restricting trading venues, or negatively affecting perceptions of the token and the Cronos network.
Our Cronos position may represent a meaningful percentage of the daily trading volume of Cronos on certain exchanges. Any attempt to liquidate a significant portion of our Cronos holdings could itself move the market price materially, and we may be unable to liquidate our Cronos position at favorable prices or at all, particularly during periods of market stress or reduced liquidity.
Changes to the Cronos network—whether technical, economic, or governance-related—may occur without our input and could negatively affect the value, usability, or structure of Cronos. Additionally, Cronos holdings face risks related to custody, security, and uncertain accounting or tax treatment, which could lead to financial loss or reporting challenges. As compared to more established digital assets like bitcoin, the Cronos network is governed by a more concentrated group of stakeholders. Decisions regarding tokenomics, inflation schedules, staking rewards, validator requirements, or network architecture may ultimately be made without our input or consent. Such changes could materially reduce the value, utility, or liquidity of our Cronos holdings.
Any of the foregoing risks, individually or in the aggregate, could materially and adversely affect the value of our Cronos holdings, our business, financial condition, and results of operations, and the market price of our securities.
Similar paragraph at 10 of 31 other Crypto companies: BMNR, BTBT, CORZ, CRCL, EXOD, FIGR, HUT, MSTR and 2 moreUnrealized fair value gains on our bitcoin holdings could cause us to become subject to the corporate alternative minimum tax under the Inflation Reduction Act of 2022.
The U.S. enacted the Inflation Reduction Act of 2022 (“IRA”) in August 2022. Unless an exemption applies, the IRA imposes a 15% corporate alternative minimum tax (“CAMT”) on a corporation with respect to an initial tax year and subsequent tax years, if the average annual adjusted financial statement income (“AFSI”) for any consecutive three-tax-year period preceding the initial tax year exceeds $1 billion.
On September 12, 2024, the Department of Treasury (the “Treasury”) and the Internal Revenue Service (“IRS”) issued proposed regulations with respect to the application of the CAMT (the ”2024 Proposed Regulations”). On July 30, 2025, a White House working group established by President Trump in January 2025 published a report on strengthening American leadership in digital financial technology, which called for the Department of the Treasury and the IRS to publish guidance addressing the determination of AFSI with respect to financial accounting for unrealized gains and losses on investment assets other than stock and partnership interests.
On September 30, 2025, the Treasury and the IRS issued interim guidance (the “Interim Guidance”) which, in relevant part, clarifies that a corporation may disregard unrealized gains and losses on its digital asset holdings when computing AFSI for purposes of determining whether it is subject to the 15% CAMT under the IRA. The Treasury and IRS intend to issue revised proposed regulations similar to this Interim Guidance.
In connection with the implementation of our bitcoin strategy, we adopted ASU 2023-08, which requires us to measure our bitcoin holdings at fair value in our statement of financial position, with gains and losses from changes in the fair value of our bitcoin recognized in net income each reporting period. When determining whether we are subject to CAMT and when calculating any related tax liability for an applicable tax year, the 2024 Proposed Regulations provided that, among other adjustments, our AFSI must include this ratable amount in addition to any unrealized gains or losses reported in the applicable tax year.
We previously disclosed that as a result of the enactment of the IRA and our adoption of ASU 2023-08, unless the IRA was amended or the 2024 Proposed Regulations with respect to CAMT, when finalized, were revised to provide relief (or other interim relief was granted), that we could become subject to the CAMT in future tax years. However, pursuant to the Interim Guidance, the Company now plans to exclude its unrealized gains and losses from the calculation of its AFSI for purposes of determining whether it is subject to CAMT. As a result, the Company no longer expects to become subject to CAMT due to unrealized gains on its bitcoin holdings. However, the Interim Guidance could be modified, narrowed, or withdrawn in future rulemaking. There can be no assurance that the final rules, when issued, will be consistent with the Interim Guidance or that such final rules will not subject us to CAMT.
Similar paragraph at 1 of 31 other Crypto companies: HYPDWhether we do become subject to the CAMT will depend on numerous factors outside of our control, including the publication of any additional interim or final guidance with respect to the CAMT or the calculation of AFSI, as well as the magnitude of our unrealized gains or losses on our bitcoin holdings for the year ending December 31, 2025, which in turn will depend on our bitcoin holdings and the market value of bitcoin as of that date. If we become subject to the CAMT, it could result in a material tax obligation that we would need to satisfy in cash, which could materially affect our financial results, including our earnings and cash flow, and our financial condition.
Bitcoin and Cronos are highly volatile assets, and fluctuations in the price of bitcoin and Cronos are likely to influence our financial results and the market price of our listed securities.
Similar paragraph at 11 of 31 other Crypto companies: ABTC, ASST, BKKT, CORZ, HUT, HYPD, MSTR, NAKA and 3 moreBitcoin and Cronos are highly volatile assets, and fluctuations in the price of bitcoin and Cronos are likely to influence our financial results and the market price of our listed securities. Our financial results and the market price of our listed securities would be adversely affected, and our business and financial condition would be negatively impacted, if the price of bitcoin or Cronos decreased substantially (as it has in the past, including during the fiscal year ended December 31, 2025), including as a result of:
decreased user and investor confidence in bitcoin and Cronos, including due to the various factors described herein;
investment and trading activities, such as (i) trading activities of highly active retail and institutional users, speculators, other companies executing a bitcoin strategy similar to ours, miners and other investors; (ii) actual or expected significant dispositions of digital assets by large holders, including the expected liquidation of digital assets seized by governments or associated with entities that have filed for bankruptcy protection, such as (a) the transfers of bitcoin to creditors of the hacked cryptocurrency exchange Mt. Gox which began in July 2024 and are due to be completed by October 2026, (b) the transfer of 94,643 bitcoin to Bitfinex following proceedings related to a 2016 hack of its platform, and (c) potential sales of 69,370 bitcoin seized from the Silk Road marketplace by the U.S. Department of Justice; and (iii) actual or perceived manipulation of the spot or derivative markets for bitcoin, Cronos or spot bitcoin exchange-traded products (ETPs);
negative publicity, media or social media coverage, or sentiment due to events in or relating to, or perception of, bitcoin, Cronos or the broader digital assets industry, including, for example, (i) public perception that bitcoin can be used as a vehicle to circumvent sanctions, including sanctions imposed on Russia or certain regions related to the ongoing conflict between Russia and Ukraine, or to fund criminal or terrorist activities, such as the purported use of digital assets by Hamas to fund its terrorist attack against Israel in October 2023; (ii), expected or pending civil, criminal, regulatory enforcement or other high-profile actions against major participants in the bitcoin ecosystem, including the SEC’s previous enforcement action against Binance Holdings Ltd.; (iii) additional filings for bankruptcy protection or bankruptcy proceedings of major digital asset industry participants, such as the bankruptcy proceeding of FTX Trading and its affiliates; (iv) the actual or perceived environmental impact of bitcoin and related activities, including environmental concerns raised by private individuals, governmental and non-governmental organizations, and other actors related to the energy resources consumed in the bitcoin mining process; and (v) activities relating to other cryptocurrencies, including “meme coins”;
changes in consumer preferences and the perceived value or long-term prospects of bitcoin, Cronos and other digital assets;
developments affecting other companies pursuing a bitcoin strategy similar to ours, such as the abandonment of the strategy by such other companies, the failure by such other companies to satisfy their debt or other financial obligations, market concerns as to the viability or creditworthiness of such other companies, the loss or disposition of substantial digital assets by such other companies, regulatory or legal judgments or actions against such other companies due to their adoption of a bitcoin strategy, or any other similar actions or negative outcomes impacting such other companies, whether due to any of the various risk factors described herein or for any other reason;
Similar paragraph at 1 of 31 other Crypto companies: MSTRcompetition from other digital assets that exhibit better speed, security, scalability or energy efficiency, that feature other more favored characteristics, that are backed by governments, including the U.S.
Similar paragraph at 9 of 31 other Crypto companies: ABTC, ASST, GEMI, GLXY, HUT, HYPD, MSTR, SUIG and 1 moregovernment, or by reserves of fiat currencies, or that represent ownership or security interests in physical assets;
a decrease in the price of other digital assets, including stablecoins, or the crash or unavailability of stablecoins that are used as a medium of exchange in digital asset purchase and sale transactions, such as the crash of the stablecoin Terra USD in 2022, to the extent the decrease in the price of such other digital assets or the unavailability of such stablecoins may cause a decrease in the price of bitcoin or Cronos or adversely affect investor confidence in digital assets generally;
the identification of Satoshi Nakamoto, the pseudonymous person or persons who developed bitcoin, or the transfer of substantial amounts of bitcoin from bitcoin wallets attributed to Mr. Nakamoto;
developments relating to the Bitcoin protocol, including (i) changes to the Bitcoin protocol that impact its security, speed, scalability, usability, or value, such as changes to the cryptographic security protocol underpinning the Bitcoin blockchain, changes to the maximum number of bitcoin outstanding, changes to the mutability of transactions, changes relating to the size of blockchain blocks, changes to the amount of data that may be embedded into the bitcoin blockchain, and similar changes, (ii) failures to make upgrades to the Bitcoin protocol to adapt to security, technological, legal or other challenges, and (iii) changes to the Bitcoin protocol that introduce software bugs, security risks or other elements that adversely affect bitcoin;
disruptions, failures, unavailability or interruptions in services of trading venues for bitcoin or Cronos, such as, for example, the announcement by the digital asset exchange FTX Trading that it would freeze withdrawals and transfers from its accounts and subsequent filing for bankruptcy protection and the SEC enforcement action previously brought against Binance Holdings Ltd. and others, which initially sought to freeze all assets on the Binance US platform during the pendency of the enforcement action and has since resulted in Binance discontinuing all fiat deposits and withdrawals in the U.S.;
the filing for bankruptcy protection by, liquidation of, or market concerns about the financial viability of digital asset custodians, trading venues, lending platforms, investment funds, or other digital asset industry participants, such as the filing for bankruptcy protection by digital asset trading venues FTX Trading and BlockFi and digital asset lending platforms Celsius Network and Voyager Digital Holdings in 2022, the ordered liquidation of the digital asset investment fund Three Arrows Capital in 2022, the announced liquidation of Silvergate Bank in 2023, the government-mandated closure and sale of Signature Bank in 2023, the placement of Prime Trust, LLC into receivership following a cease-and-desist order issued by the Nevada Department of Business and Industry in 2023, and the exit of Binance from the U.S. market as part of its settlement with the Department of Justice and other federal regulatory agencies;
regulatory, legislative, enforcement and judicial actions that adversely affect the price, ownership, transferability, trading volumes, legality or public perception of bitcoin, Cronos or other digital assets, or that adversely affect the operations of or otherwise prevent digital asset custodians, trading venues, lending platforms or other digital assets industry participants from operating in a manner that allows them to continue to deliver services to the digital assets industry;
further reductions in mining rewards of bitcoin, including due to block reward halving events, which are programmed events that occur approximately every four years (the most recent of which occurred in April 2024) that reduce the block reward earned by “miners” who validate bitcoin transactions, or increases in the costs associated with bitcoin mining, including increases in electricity costs and hardware and software used in mining, or new or enhanced regulation or taxation of bitcoin mining, which could further increase the costs associated with bitcoin mining, any of which may cause a decline in support for the Bitcoin network;
transaction congestion and fees associated with processing transactions on the Bitcoin network;
Similar paragraph at 10 of 31 other Crypto companies: ABTC, ASST, EXOD, FIGR, GEMI, HUT, HYPD, MSTR and 2 moremacroeconomic changes, such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments, trade restrictions, and fiat currency devaluations;
developments in mathematics or technology, including in digital computing, algebraic geometry and quantum computing, that could result in the cryptography used by the Bitcoin blockchain becoming insecure or ineffective; and
Similar paragraph at 11 of 31 other Crypto companies: ABTC, ASST, EXOD, FIGR, GEMI, HUT, HYPD, MARA and 3 morechanges in national and international economic and political conditions, including, without limitation, federal government policies, trade tariffs and trade disputes, and the adverse impacts attributable to global conflicts including those between Russia and Ukraine and in the Middle East.
Any of the foregoing factors, individually or in the aggregate, could result in significant volatility or a substantial decline in the price of bitcoin or Cronos, which could in turn adversely affect our financial results, the market price of our listed securities, and our ability to implement our digital asset strategy.
Our operating results will be dependent on the price of digital assets. If such price declines, our business, operating results, and financial condition would be adversely affected.
Any declines in the volume of digital asset transactions, the price of digital assets, or market liquidity for digital assets generally may adversely affect our operating results. As part of our bitcoin and digital asset strategy, we have significant investments in bitcoin and bitcoin-related assets. In addition, we currently hold a position in Cronos, a digital asset that is less widely adopted and actively traded than bitcoin, but still exposes us to comparable market risks. Our operating results are impacted by the revenues and profits we generate from the purchase, sale, and trading of bitcoin, Cronos and financial contracts linked to these and other digital assets. The price of digital assets and associated demand for buying, selling, and trading of digital assets have historically been subject to significant volatility. For instance, in 2017 and 2021, the value of certain digital assets, including bitcoin, experienced steep increases in value, followed by steep declines in 2018 and 2022. After recovering from the 2018 decline and reaching record highs in December 2021, the value of the total crypto market cap declined by approximately 64% in the twelve months ended December 31, 2022. The collapse of several companies in the digital asset industry such as Celsius, Voyager and FTX impacted digital assets prices in 2022 and the majority of 2023. Crypto market capitalization increased again in 2024 following the approval and launch of spot-based bitcoin ETFs in the U.S. in the first quarter of 2024 and the election of President Donald Trump in the fourth quarter of 2024. The crypto market experienced a general decline in the first quarter of 2025, it rebounded in the second quarter and sustained that momentum through the third quarter, before a cooling off in the fourth quarter. The price and trading volume of any digital asset, including bitcoin and Cronos, is subject to significant uncertainty and volatility, and may significantly decline in the future, without recovery. Such uncertainty and volatility depend on a number of factors, including:
Similar paragraph at 1 of 31 other Crypto companies: GLXYtrading activities on digital asset trading platforms worldwide, many of which may be unregulated and may include manipulative activities;
investment and trading activities of highly active retail and institutional users, speculators, miners, and investors;
the speed and rate at which cryptocurrency is able to gain adoption as a medium of exchange, utility, store of value, consumptive asset, security instrument, or other financial assets worldwide, if at all;
decreased user and investor confidence in digital assets and digital asset trading platforms;
the functionality and utility of digital assets and their associated ecosystems and networks, including digital assets designed for use in various applications;
consumer preferences and perceived value of digital assets and digital asset markets;
increased competition from other payment services or other digital assets that exhibit better speed, security, scalability, or other characteristics;
regulatory, enforcement, or legislative changes and updates affecting the cryptoeconomy;
Similar paragraph at 1 of 31 other Crypto companies: GLXYthe characterization of digital assets under the laws of various jurisdictions around the world;
the maintenance, troubleshooting, and development of the blockchain networks underlying digital assets, including by miners, validators, and developers worldwide;
the ability for cryptocurrency networks to attract and retain miners or validators to secure and confirm transactions accurately and efficiently;
ongoing technological viability and security of digital assets and their associated smart contracts, applications, and networks, including vulnerabilities to hacks and scalability limitations;
fees and speed associated with processing digital asset transactions, including on underlying blockchain networks and digital asset trading platforms;
interruptions in service from or failures of major digital asset trading platforms;
availability of banking and payment services to support cryptocurrency-related projects;
monetary policies of governments, trade restrictions, and fiat currency devaluations; and
There is no assurance that any digital asset will maintain its value or that there will be meaningful levels of trading activities. For example, in 2025 we witnessed dampened demand for trading digital assets, impacting our operating results. In the event that the price of digital assets or the demand for trading digital assets decline, including bitcoin, Cronos, or others, our business, operating results, and financial condition could be adversely affected.
Our operating results are dependent on the prices of digital assets and volume of digital asset transactions, which have historically been volatile and are subject to social media and publicity risks.
Similar paragraph at 1 of 31 other Crypto companies: CIFRActivities in bitcoin and other digital assets also receive a high degree of public scrutiny, both from traditional media sources and through social media and other forums. Unfavorable publicity regarding bitcoin has adversely affected the price of bitcoin, as has unfavorable publicity involving other digital assets or digital asset-focused firms. Bitcoin has in the past, and may in the future, be the target of media criticism, including regarding the market value, utility and environmental effects of bitcoin. Such unfavorable media coverage could continue to materially impact decisions to buy, hold, or trade bitcoin and other digital assets and, as a result, impact the price of such digital assets.
In addition, social media posts and other statements and actions by prominent individuals, including influential public figures, entrepreneurs, and policy makers, have resulted in outsized movements in the market price of bitcoin and other cryptocurrencies. It is possible that future statements by such individuals concerning bitcoin and other cryptocurrencies will have disproportionate impacts on the market price of bitcoin and other digital assets.
Bitcoin, Cronos and other digital assets are relatively novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.
Similar paragraph at 11 of 31 other Crypto companies: ASST, DFDV, FWDI, HSDT, HYPD, MSTR, NAKA, SUIG and 3 moreBitcoin, Cronos and other digital assets are relatively novel assets and are subject to significant legal, commercial, regulatory and technical uncertainty, any of which could adversely affect the price of digital assets and our ability to hold or transact in digital assets. The application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, and regulators in the United States and in other countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of bitcoin and other digital assets or the ability of individuals or institutions such as us to own or transfer bitcoin or other digital assets.
Similar paragraph at 12 of 31 other Crypto companies: ASST, DFDV, FWDI, HSDT, HYPD, LITS, MSTR, NAKA and 4 moreGovernments and regulators in the United States and abroad may enact new laws and regulations, or enforce or interpret existing laws or regulations, in a manner that could impose material additional regulatory burdens and costs on us or other digital asset industry participants, which could materially affect the price of bitcoin and other digital assets or the ability of individuals or institutions such as us to own or transfer bitcoin or other digital assets. For example, within the past several years:
Similar paragraph at 10 of 31 other Crypto companies: ASST, DFDV, HSDT, HYPD, MSTR, NAKA, SBET, SUIG and 2 morein September 2025, the staff of the SEC’s Division of Investment Management issued a no-action letter stating that it would not recommend enforcement action to the SEC against registered advisers or regulated funds for maintaining crypto assets and related cash and cash equivalents with certain state-chartered financial institutions;
in September 2025, the SEC’s Division of Trading and Markets and the CFTC’s Division of Market Oversight and Division of Clearing and Risk announced a cross-agency initiative in furtherance of the SEC’s “Project Crypto” and the CFTC’s “Crypto Sprint” to coordinate efforts regarding the process for enabling the trading of certain spot crypto asset products;
in September 2025, Nasdaq reportedly announced new informal interpretations of its rules that require certain Nasdaq-listed companies to obtain shareholder approval before engaging in certain transactions, such as private placements for the purpose of acquiring digital assets or accepting in-kind contributions of digital assets in exchange for equity;
Similar paragraph at 1 of 31 other Crypto companies: MSTRin July 2025, the SEC announced “Project Crypto,” a commission-wide initiative with a stated goal of modernizing the securities rules and regulations to enable America’s financial markets to move on-chain;
in July 2025, President Trump signed into law the Guiding and Establishing National Innovation for US Stablecoins Act (“GENIUS Act”), establishing a legislative framework for the regulation of payment stablecoins and marking the first federal legislation for the regulation of digital assets in the U.S.;
in July 2025, the U.S. House of Representatives passed the Digital Asset Market Clarity Act of 2025 (“CLARITY Act”), a comprehensive digital asset market structure and regulation bill. The CLARITY ACT, and other digital asset market structure and regulation bills, remains under consideration and continues to evolve in the U.S. Senate;
Similar paragraph at 1 of 31 other Crypto companies: MSTRin January 2025, President Trump signed an executive order instructing a working group comprised of representatives from key federal agencies to evaluate measures that can be taken to provide regulatory clarity and certainty built on technology-neutral regulations for individuals and firms involved in digital assets, including through well-defined jurisdictional regulatory boundaries and in July 2025, such working group published a report on strengthening American leadership in digital financial technology, which recommended several regulatory and legislative proposals to advance President Trump’s January 2025 executive order;
in January 2025, the SEC announced the formation of a “Crypto Task Force,” which is intended to provide clarity on the application of the federal securities laws to the crypto asset market and to recommend policy measures with respect to digital asset security status, registration and listing of digital asset-based investment vehicles, and digital asset custody, lending and staking;
in June 2023, the SEC filed complaints against Binance Holdings Ltd. and Coinbase, Inc., and their respective affiliated entities, alleging, among other things, that each was operating as an unregistered securities exchange, broker, dealer, and clearing agency;
in November 2023, the SEC filed a complaint against Payward Inc. and Payward Ventures Inc., together known as Kraken, alleging, among other things, that Kraken’s crypto trading platform was operating as an unregistered securities exchange, broker, dealer, and clearing agency;
in November 2023, Binance Holdings Ltd. and its then chief executive officer reached a settlement with the U.S. Department of Justice, U.S. Commodity Futures Trading Commission (“CFTC”), the Treasury’s Office of Foreign Asset Control, and the Financial Crimes Enforcement Network to resolve a multi-year investigation by those agencies and a civil suit brought by the CFTC, pursuant to which Binance Holdings Ltd. agreed to, among other things, pay $4.3 billion in penalties across four agencies and to discontinue its operations in the United States;
in June 2023, the United Kingdom adopted and implemented the Financial Services and Markets Act 2023, which regulates market activities in “cryptoassets;”
in May 2023, the European Union adopted Markets in Crypto Assets Regulation (“MiCA”), a comprehensive digital asset regulatory framework for the issuance and use of digital assets, like bitcoin; and
in China, the People’s Bank of China and the National Development and Reform Commission have outlawed cryptocurrency mining and declared all cryptocurrency transactions illegal within the country.
Although the complaints against Coinbase, Inc., Payward Inc., Payward Ventures Inc. and Binance Holdings Ltd. have been dismissed, the SEC, CFTC, foreign governments, states, or other regulatory agencies may initiate similar actions in the future, which could materially affect the price of bitcoin and our ability to own or transfer bitcoin.
It is not possible to predict whether or when new laws and regulations will change the legal framework governing digital assets or expand the authority of the SEC, the CFTC or other regulators, or whether or when any other federal, state or foreign bodies will take similar actions. For example, the proposed CLARITY Act discussed above could, if it became law, grant the CFTC additional regulatory and supervisory powers with respect to spot digital assets, including bitcoin, as “digital commodities” and potentially impose additional registration, disclosure, reporting, and business conduct requirements on us.
In addition, we cannot predict the nature or market effects of any future laws or expansion of oversight, including the impacts to the functioning of digital asset markets, the willingness of financial and other institutions to provide services to the digital assets industry, or the value of digital assets generally and bitcoin and Cronos specifically. The consequences of any new legal requirements relating to digital assets could adversely affect our business, financial condition and results of operations, and the market price of digital assets and our ability to hold or transact in digital assets, and in turn adversely affect the market price of our listed securities. Furthermore, as more companies adopt strategies with respect to bitcoin or other digital assets similar to ours, governments and regulatory agencies may be prompted to enact new laws, regulations, or interpretations which may adversely affect our bitcoin and digital asset strategy.
Moreover, the risks of engaging in a bitcoin strategy are relatively novel and have created, and could continue to create, complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.
Similar paragraph at 9 of 31 other Crypto companies: FWDI, HSDT, LITS, MSTR, NAKA, SUIG, TRON, UPXI and 1 moreGrowth of the digital assets industry in general, and the use and acceptance of bitcoin in particular, are highly uncertain and may also impact the price of bitcoin and other digital assets. The pace of growth in the adoption and use of bitcoin may depend, for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to bitcoin, institutional demand for bitcoin as an investment asset, participation by traditional financial institutions in the digital assets industry, consumer demand for bitcoin as a store of value or medium of exchange, and the availability and popularity of alternatives to bitcoin. Even if growth in bitcoin adoption occurs in the near or medium-term, there is no assurance that bitcoin usage will continue to grow over the long-term or that such growth will be sustained.
The liquidity and public perception of bitcoin and other digital assets may also suffer if financial institutions deny or limit banking services to businesses that hold bitcoin, provide bitcoin-related services or accept bitcoin as payment, which could also decrease the price of bitcoin. Actions by U.S. banking regulators, such as the issuance in February 2023 by federal banking agencies of the “Interagency Liquidity Risk Statement,” which cautioned banks on contagion risks posed by providing services to digital assets customers, and similar actions, have in the past reduced access to banking services for bitcoin-related customers and service providers, or the willingness of traditional financial institutions to participate in markets for digital assets. The liquidity of bitcoin may also be impacted to the extent that changes in applicable laws and regulatory requirements negatively impact the ability of exchanges and trading venues to provide services for bitcoin and other digital assets.
Bitcoin has no physical existence beyond the record of transactions on the Bitcoin blockchain. As a result, factors such as malicious attacks by miners, inadequate mining fees to incentivize validation of bitcoin transactions, hard “forks” of the Bitcoin blockchain into multiple blockchains, and advances in digital computing, algebraic geometry, and quantum computing could undermine the integrity of the Bitcoin blockchain and negatively affect the price of bitcoin and, in turn, our business, financial condition, results of operations, and the trading price of our listed securities. Other digital assets, such as Cronos, may be impacted by similar factors.
Our historical financial statements prior to September 30, 2025 do not reflect the potential variability in earnings that we have experienced to date and may experience in the future relating to our bitcoin and other digital asset holdings.
Our historical financial statements prior to September 30, 2025 do not fully reflect the potential variability in earnings that we have experienced to date and may experience in the future from holding or selling significant amounts of bitcoin or other digital assets. The price of bitcoin and other digital assets such as Cronos, has historically been subject to dramatic price fluctuations and is highly volatile. In December 2023, the FASB issued ASU 2023-08, which we have adopted as of January 1, 2025.
ASU 2023-08 requires us to measure our digital asset holdings at fair value in our statement of financial position, and to recognize gains and losses from changes in the fair value of our digital assets in net income each reporting period. ASU 2023-08 also requires us to provide certain interim and annual disclosures with respect to our digital asset holdings. As a result, volatility in our earnings may be significantly more than what we experienced in periods prior to holding digital assets. For the year ended December 31, 2025, we incurred an unrealized loss on digital assets of $294,652.4. Additionally, any unrealized gain on digital assets reflected in our financial results for a given period does not reflect cash actually earned by us during that period, and a significant increase in our digital assets included on our balance sheet is not associated with an actual increase in our liquidity.
Due in particular to the volatility in the price of bitcoin, the adoption of ASU 2023-08 has to date increased, and we expect will continue to impact, the volatility of our financial results. For further details see “Risks Related to Our Digital Asset Strategy and Holdings — Our bitcoin strategy exposes us to various risks, including risks associated with bitcoin.” Because we intend to continue increasing our bitcoin holdings, we expect that the proportion of our total assets represented by our bitcoin holdings will increase in the future, and we expect ASU 2023-08 to continue to significantly affect the carrying value of our bitcoin on our balance sheet. As a result, our earnings may be even more volatile in future periods than what we have experienced to date.
The recent increase in the availability of alternative ways to gain exposure to bitcoin and other digital assets may adversely affect the market price of our listed securities.
Although bitcoin and other digital assets have experienced a surge of investor attention since bitcoin was invented in 2008, until recently investors in the United States had limited means to gain exposure to bitcoin through traditional investment channels, and instead generally were only able to hold bitcoin through digital wallets. Given the relative novelty of digital assets, general lack of familiarity with the processes needed to hold bitcoin directly, as well as the potential reluctance of financial planners and advisers to recommend direct bitcoin holdings to their retail customers because of the manner in which such holdings are custodied, some investors have sought exposure to bitcoin through investment vehicles that hold bitcoin and issue shares representing fractional undivided interests in their underlying bitcoin holdings. These vehicles, which were previously offered only to “accredited investors” on a private placement basis, have in the past traded at substantial premiums to net asset value, possibly due to the relative scarcity of traditional investment vehicles providing investment exposure to bitcoin.
On January 10, 2024, the SEC approved the listing and trading of spot bitcoin ETPs, the shares of which can be sold in public offerings and are traded on U.S. national securities exchanges. The approved ETPs commenced trading directly to the public on January 11, 2024, with a trading volume of $4.6 billion on the first trading day. To the extent investors view our common stock as providing exposure to bitcoin, it is possible that the value of our common stock may be influenced by the trading activity and performance of these spot bitcoin ETPs.
Although we are an operating company, and we believe we offer a different value proposition than a bitcoin investment vehicle such as a spot bitcoin ETP, investors may nevertheless view our common stock as an alternative to an investment in an ETP, and choose to purchase shares of a spot bitcoin ETP instead of our common stock. They may do so for a variety of reasons, including if they believe that ETPs offer a “pure play” exposure to bitcoin that is generally not subject to federal income tax at the entity level as we are, or the other risk factors applicable to an operating business, such as ours. Additionally, unlike spot bitcoin ETPs, we (i) do not seek for our shares of common stock to track the value of the underlying bitcoin we hold before payment of expenses and liabilities, (ii) do not benefit from various exemptions and relief under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including Regulation M, and other securities laws, which enable ETPs to continuously align the value of their shares to the price of the underlying assets they hold through share creation and redemption, (iii) are a Florida corporation rather than a statutory trust, and do not operate pursuant to a trust agreement that would require us to pursue one or more stated investment objectives, and (iv) are not required to provide daily transparency as to our bitcoin holdings or our daily net asset value. Furthermore, recommendations by broker-dealers to buy, hold, or sell complex products and non-traditional ETPs, or an investment strategy involving such products, may be subject to additional or heightened scrutiny that would not be applicable to broker-dealers making recommendations with respect to our listed securities. Additionally, other companies have recently adopted bitcoin and digital asset strategies similar to ours, providing investors with further potential alternative means of gaining exposure to bitcoin and other digital assets.
Fund sponsors also offer bitcoin futures exchange-traded funds (“ETFs”) and leveraged bitcoin futures ETFs, which offer different types of economic exposure to bitcoin. Based on how we are viewed in the market relative to ETPs, other companies that have adopted a strategy similar to ours of acquiring digital assets, and similar vehicles, any premium or discount in our common stock relative to the value of our bitcoin holdings may increase or decrease differently than that of such other vehicles in response to changes in market conditions.
Other companies have also recently adopted treasury strategies with exposure to digital assets other than bitcoin. Additionally, the SEC has approved rule changes permitting the listing and trading of spot ETPs that invest in ether, the main crypto asset supporting the Ethereum blockchain, and has published for comment and review exchange rule change notices with respect to spot ETPs for other digital assets. The current and potential future availability of investment options with respect to other digital assets could result in a decline in the price of bitcoin, which could in turn cause a decline in the price of our common stock and such decline could be disproportionate to the decline in value of our digital assets.
Similar paragraph at 1 of 31 other Crypto companies: MSTRAny of the foregoing factors, including the availability of spot ETPs and futures-based ETFs for bitcoin, and other digital assets, the availability and potential future availability of spot ETPs for Ethereum and other digital assets, and the adoption by other companies of strategies similar to ours with respect to bitcoin and other digital assets could have a material adverse effect on the market price of our listed securities.
Our bitcoin and digital asset strategy subjects us to enhanced regulatory oversight.
As noted above, several spot bitcoin ETPs have received approval from the SEC to list their shares on a U.S. national securities exchange with continuous share creation and redemption at net asset value. Even though we are not, and do not function in the manner of, a spot bitcoin ETP, it is possible that we nevertheless could face regulatory scrutiny from the SEC or other federal or state agencies due to our bitcoin holdings and our digital asset strategy more generally.
In addition, there has been increasing focus on the extent to which digital assets can be used to launder the proceeds of illegal activities, fund criminal or terrorist activities, or circumvent sanctions regimes, including those sanctions imposed in response to the ongoing conflict between Russia and Ukraine. While we have implemented and maintain policies and procedures reasonably designed to promote compliance with applicable anti-money laundering and sanctions laws and regulations and take care to only acquire our bitcoin through entities subject to anti-money laundering regulation and related compliance rules in the United States, if we are found to have purchased any of our bitcoin from bad actors that have used bitcoin to launder money or persons subject to sanctions, we may be subject to regulatory proceedings and any further transactions or dealings in bitcoin by us may be restricted or prohibited.
A portion of our bitcoin holdings serves as collateral securing our outstanding indebtedness pursuant to the Convertible Notes, and we may incur additional indebtedness or enter into other financial instruments in the future that may be collateralized by our bitcoin holdings. We may also consider pursuing strategies to create income streams or otherwise generate funds using our bitcoin or other digital asset holdings. These types of digital asset-related transactions are the subject of enhanced regulatory oversight. These and any other digital asset-related transactions we may enter into, beyond simply acquiring and holding digital assets, may subject us to additional regulatory compliance requirements and scrutiny, including under federal and state money services regulations, money transmitter licensing requirements and various commodity and securities laws and regulations.
Additional laws, guidance and policies may be issued by domestic and foreign regulators, including for example, in response to the failure of a major participant in the digital assets industry, such as the filing for Chapter 11 bankruptcy protection by FTX in November 2022. Increased enforcement activity and changes in the regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by the government or any new legislation affecting bitcoin, as well as enforcement actions involving or impacting our trading venues, counterparties and custodians, may impose significant costs or significantly limit our ability to hold and transact in bitcoin and other digital assets.
In addition, private actors that are wary of bitcoin and other digital assets or the regulatory concerns associated with bitcoin and other digital assets have in the past taken and may in the future take further actions that may have an adverse effect on our business or the market price of our listed securities. For example, it is possible that a financial institution could restrict customers from buying shares of our common stock if it were to determine that our common stock’s value is closely tied to the performance of bitcoin, signaling a reluctance to facilitate exposure to virtual currencies.
Due to the unregulated nature and lack of transparency surrounding the operations of many bitcoin trading venues, bitcoin trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in bitcoin trading venues and adversely affect the value of our bitcoin.
Similar paragraph at 10 of 31 other Crypto companies: BKKT, FWDI, GLXY, HSDT, HYPD, MARA, MSTR, SBET and 2 moreBitcoin trading venues are relatively new (compared to stock exchanges) and, in many cases, unregulated. Furthermore, there are many bitcoin trading venues which do not provide the public with significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance. As a result, the marketplace may lose confidence in bitcoin trading venues, including prominent exchanges that handle a significant volume of bitcoin trading and/or are subject to regulatory oversight, in the event one or more bitcoin trading venues cease or pause for a prolonged period the trading of bitcoin or other digital assets, or experience fraud, significant volumes of withdrawal, security failures or operational problems.
Similar paragraph at 13 of 31 other Crypto companies: ABTC, BKKT, CLSK, FWDI, GLXY, HSDT, HUT, HYPD and 5 moreReports and academic studies have estimated that a substantial portion of trading volume reported by certain unregulated crypto-asset trading venues may be or non-economic in nature (including wash trading), with a December 2022 study estimating wash trading averaged over 70% of reported volume on unregulated exchanges studied. The SEC also alleged as part of its June 2023 complaint against Binance Holdings Ltd. that Binance committed strategic and targeted “wash trading” through its affiliates to artificially inflate the volume of certain digital assets traded on its exchange. The SEC has also brought recent actions against individuals and digital asset market participants alleging that such persons artificially increased trading volumes in certain digital assets through wash trades, or repeated buying and selling of the same assets in fictitious transactions to manipulate their underlying trading price. Such reports and allegations may indicate that the bitcoin market is significantly smaller than expected and that the United States makes up a significantly larger percentage of the bitcoin market than is commonly understood. Any actual or perceived wash trading in the bitcoin market, and any other fraudulent or manipulative acts and practices, could adversely affect the value of our bitcoin.
Negative perception, a lack of stability in the broader bitcoin markets and the closure, temporary shutdown or operational disruption of bitcoin trading venues, lending institutions, institutional investors, institutional miners, custodians, or other major participants in the bitcoin ecosystem, due to fraud, business failure, cybersecurity events, government-mandated regulation, bankruptcy, or for any other reason, may result in a decline in confidence in bitcoin and the broader bitcoin ecosystem and greater volatility in the price of bitcoin. For example, in 2022, each of Celsius Network, Voyager Digital, Three Arrows Capital, FTX, and BlockFi filed for bankruptcy, following which the market prices of bitcoin and other digital assets significantly declined. In addition, in June 2023, the SEC announced enforcement actions against Coinbase, Inc., and Binance Holdings Ltd., two providers of large trading venues for digital assets, which similarly was followed by a decrease in the market price of bitcoin and other digital assets. These were followed in November 2023, by an SEC enforcement action against Payward Inc. and Payward Ventures Inc., together known as Kraken, another large trading venue for digital assets. Although these complaints were ultimately dismissed, the SEC or other regulatory agencies may initiate similar actions in the future. As the price of our listed securities is affected by the value of our bitcoin holdings, the failure of a major participant in the bitcoin ecosystem could have a material adverse effect on the market price of our listed securities.
The concentration of our bitcoin and digital asset holdings enhances the risks inherent in our bitcoin and digital asset strategy.
As of February 25, 2026, we held approximately 9,542.16 bitcoins that were acquired at an aggregate purchase price of $1,131,024.3 and 756,079,523.00 Cronos that were acquired at an aggregate purchase price of $113,949.3, and we may purchase additional bitcoin and Cronos and increase our overall holdings of digital assets in the future. The concentration of our digital asset holdings limits the risk mitigation that we could achieve if we were to purchase a more diversified portfolio of assets, which enhances the risks inherent in our bitcoin and digital asset strategy. Any future significant declines in the price of bitcoin or Cronos would have, a more pronounced impact on our financial condition than if we had used our cash to purchase a more diverse portfolio of assets.
The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of bitcoin and adversely affect our business.
As a result of our bitcoin and digital asset strategy, our assets are concentrated in our bitcoin and Cronos holdings. Accordingly, the emergence or growth of digital assets other than bitcoin and Cronos may have a material adverse effect on our financial condition. As of the date of this Annual Report, bitcoin is the largest digital asset by market capitalization. However, there are numerous alternative digital assets and many entities, including consortiums and financial institutions, are researching and investing resources into private or permissioned blockchain platforms or digital assets that do not use proof-of-work mining like the Bitcoin network. For example, in late 2022, the Ethereum network transitioned to a “proof-of-stake” mechanism for validating transactions that requires significantly less computing power than proof-of-work mining. The Ethereum network has completed another major update since then and may undertake additional updates in the future. If the mechanisms for validating transactions in Ethereum and other alternative digital assets are perceived as superior to proof-of-work mining, those digital assets could gain market share relative to bitcoin.
Other alternative digital assets that compete with bitcoin in certain ways include “stablecoins,” which are designed to maintain a constant price related to or based on some other asset or traditional currency because of, for instance, their issuers’ promise to hold high-quality liquid assets (such as U.S. dollar deposits and short-term U.S. treasury securities) equal to the total value of stablecoins in circulation. In July 2025, the “GENIUS Act” was enacted, which establishes a federal framework for “payment stablecoins,” treating them as payment systems, not securities, and mandating fiat-backed reserves, monthly disclosures, anti-money laundering safeguards, and similar measures. Stablecoins have grown rapidly as an alternative to bitcoin and other digital assets as a medium of exchange and store of value, particularly on digital asset trading platforms, and their use as an alternative to bitcoin could expand further as a result of the GENIUS Act being enacted. As of December 31, 2025, two of the seven largest digital assets by market capitalization were U.S. dollar-pegged stablecoins.
Additionally, central banks in some countries have started to introduce digital forms of legal tender. For example, China’s central bank digital currency (“CBDC”) project was made available to consumers in January 2022, and governments including Japan, the United Kingdom and the European Union have been discussing the potential creation of new CBDCs. Further, some countries, such as Sweden, Norway and Israel, are exploring cross-border interoperability of retail CBDCs. Whether or not they incorporate blockchain or similar technology, CBDCs, as legal tender in the issuing jurisdiction, could also compete with, or replace, bitcoin and other digital assets as a medium of exchange or store of value. As a result, the emergence or growth of these or other digital assets could cause the market price of bitcoin and Cronos to decrease, which could have a material adverse effect on our business, prospects, financial condition, and operating results.
Our bitcoin and Cronos holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
Similar paragraph at 12 of 31 other Crypto companies: ASST, DFDV, FWDI, HSDT, HYPD, MSTR, NAKA, SBET and 4 moreHistorically, the markets for bitcoin and Cronos have been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in their entirely electronic, virtual forms and decentralized networks. During times of market instability, we may not be able to sell our bitcoin or Cronos at favorable prices or at all. For example, a number of digital asset trading venues temporarily halted deposits and withdrawals in 2022. As a result, our bitcoin and Cronos holdings may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
Similar paragraph at 13 of 31 other Crypto companies: ASST, BKKT, DFDV, FWDI, GME, HSDT, HYPD, LITS and 5 moreFurther, the bitcoin and Cronos that we hold with our custodians and transact with our trade execution partners do not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
Additionally, we may be unable to enter into loans or other capital raising transactions collateralized by our unencumbered bitcoin or Cronos holdings, or otherwise generate funds using our digital asset holdings, including in particular during times of market instability or when the prices of bitcoin or Cronos have declined significantly. If we are unable to sell our bitcoin or Cronos, enter into additional capital raising transactions, including capital raising transactions using digital assets as collateral, or otherwise generate funds using our bitcoin or Cronos holdings, or if we are forced to sell our digital assets at a significant loss, in order to meet our financial obligation and liquidity needs, our business and financial condition could be negatively impacted.
Similar paragraph at 11 of 31 other Crypto companies: ASST, DFDV, FWDI, HYPD, LITS, MSTR, SBET, SUIG and 3 moreIf we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our bitcoin or Cronos, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our digital assets and our financial condition and results of operations could be materially adversely affected.
Similar paragraph at 11 of 31 other Crypto companies: ASST, DFDV, FWDI, HSDT, LITS, MSTR, SBET, SUIG and 3 moreSubstantially all of the bitcoin and Cronos we own will be held in custody accounts at institutional-grade digital asset custodians. Security breaches and cyberattacks are of particular concern with respect to our digital assets. Digital assets such as bitcoin and Cronos, and the entities that provide services to participants in the broader blockchain ecosystem have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities. For example, in October 2021 it was reported that hackers exploited a flaw in the account recovery process and stole from the accounts of at least 6,000 customers of the Coinbase exchange, although the flaw was subsequently fixed and Coinbase reimbursed affected customers. Similarly, in November 2022, hackers exploited weaknesses in the security architecture of the FTX Trading digital asset exchange and reportedly stole over $400 million in digital assets from customers. In 2025, Coinbase reported that criminals bribed certain of its non-U.S. employees to steal customer data to use in social engineering attacks. A successful security breach or cyberattack could result in:
Similar paragraph at 11 of 31 other Crypto companies: ASST, DFDV, FWDI, HSDT, LITS, MSTR, SBET, SUIG and 3 morea partial or total loss of our digital assets in a manner that may not be covered by insurance or the liability provisions of the custody agreements with the custodians who hold our digital assets;
Similar paragraph at 10 of 31 other Crypto companies: ASST, DFDV, FWDI, HSDT, LITS, MSTR, SBET, SUIG and 2 moreimproper disclosure of data and violations of applicable data privacy and other laws; or
Similar paragraph at 13 of 31 other Crypto companies: ASST, BTBT, CRCL, DFDV, FWDI, GEMI, HSDT, LITS and 5 moresignificant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual and financial exposure.
Similar paragraph at 13 of 31 other Crypto companies: ASST, BTBT, CRCL, DFDV, FWDI, GEMI, HSDT, LITS and 5 moreFurther, any actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets or companies that operate digital asset networks, regardless of whether we are directly impacted, could lead to a general loss of confidence in the broader digital asset blockchain ecosystem, including bitcoin and Cronos networks to conduct financial transactions, which could negatively impact us.
Similar paragraph at 14 of 31 other Crypto companies: ASST, BTBT, CRCL, DFDV, FWDI, GEMI, HSDT, LITS and 6 moreAttacks upon systems across a variety of industries, including industries related to digital assets, are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. Emerging risks, such as AI-driven cyberattacks and the potential for quantum computing, could introduce new vulnerabilities in our systems, potentially rendering traditional cryptographic techniques less effective and exposing us to more sophisticated forms of cyberattacks. The techniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. Novel methods, such as those utilizing AI or quantum computing, may be even more difficult to detect and defend against. These attacks may occur on our systems or those of our third-party service providers or partners. We may experience breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. In particular, unauthorized parties have attempted, and we expect that they will continue to attempt, to gain access to our systems and facilities, as well as those of our partners and third-party service providers, through various means, such as hacking, social engineering, phishing and fraud. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. In addition, certain types of attacks could harm us even if our systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, or until launched against a target and we may not be able to implement adequate preventative measures. Further, there has been an increase in such activities due to the increase in work-from-home arrangements since the onset of the COVID-19 pandemic. The risk of cyberattacks could also be increased by cyberwarfare in connection with geopolitical conflicts, such as the ongoing Russia-Ukraine conflict, including potential proliferation of malware into systems unrelated to such conflicts. As of the date of this Annual Report, neither we nor any of our service providers has experienced a security breach or cyberattack that has materially impacted our digital asset holdings, financial condition or operating results; however, any future breach of our operations or those of our service providers or others in the digital asset industry could materially and adversely affect our business.
Similar paragraph at 13 of 31 other Crypto companies: ASST, BKKT, BTBT, CRCL, DFDV, FWDI, LITS, MSTR and 5 moreWe face risks relating to the custody of our digital assets, including the loss or destruction of private keys required to access our digital assets and cyberattacks or other data loss relating to our digital assets.
Similar paragraph at 13 of 31 other Crypto companies: BMNR, BTBT, CLSK, CRCL, EXOD, GEMI, HSDT, HYPD and 5 moreWe will hold our digital assets with regulated custodians that have duties to safeguard our private keys. Although our custodial services contracts will not restrict our ability to reallocate our digital assets among our custodians, and our digital asset holdings may be concentrated with a single custodian from time to time, which may enhance our risk of losses. In light of the significant amount of digital assets we will hold, we intend to evaluate opportunities to engage additional custodians to achieve a greater degree of diversification in the custody of our digital assets as the extent of potential risk of loss is dependent, in part, on the degree of diversification. If there is a decrease in the availability of digital asset custodians that we believe can safely custody our digital assets, for example, due to regulatory developments or enforcement actions that cause custodians to discontinue or limit their services in the United States, we may need to enter into agreements that are less favorable than our current agreements or take other measures to custody our digital assets, and our ability to seek a greater degree of diversification in the use of custodial services would be materially adversely affected.
As of December 31, 2025, the insurance coverage available for losses of our digital asset holdings covers only a small fraction of the value of the entirety of our digital assets holdings and there can be no assurance that we would recover the full value of our bitcoin lost under all circumstances. The insurance policies maintained by our custodians are shared among all of such custodian’s customers and are not specific to us, and there can be no guarantee that such insurance will be maintained as part of the custodial services available to us, or that such coverage will be available or sufficient to cover losses with respect to our digital assets. Additionally, we do not maintain separate insurance to cover our potential digital asset losses. Furthermore, our custodians are not members of the Federal Deposit Insurance Corporation (“FDIC”) or Securities Investor Protection Corporation (“SIPC”) and, therefore, deposits held with or assets held by the custodians are not subject to protections available to depositors with FDIC or SIPC member institutions. Moreover, our use of custodians exposes us to the risk that the digital assets our custodians hold on our behalf could be subject to insolvency proceedings and we could be treated as a general unsecured creditor of the custodian, inhibiting our ability to exercise ownership rights with respect to such digital assets. Any loss associated with such insolvency proceedings is unlikely to be covered by the insurance coverage we our custodians maintain related to our digital assets.
Bitcoin and Cronos are controllable only by the possessor of both the unique public key and private key(s) relating to the local or online digital wallet in which the digital assets are held. While the blockchain ledger relevant to such assets requires a public key relating to a digital wallet to be published when used in a transaction, private keys must be safeguarded and kept private in order to prevent a third party from accessing the digital assets held in such wallet. To the extent the private key(s) for a digital wallet are lost, destroyed, or otherwise compromised and no backup of the private key(s) is accessible, neither we nor our custodians will be able to access the digital assets held in the related digital wallet. Furthermore, we cannot provide assurance that our digital wallets, nor the digital wallets of our custodians held on our behalf, will not be compromised as a result of a cyberattack. The bitcoin and blockchain ledger, as well as other digital assets and blockchain technologies, have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities.
Similar paragraph at 15 of 31 other Crypto companies: ABTC, ASST, BKKT, BMNR, BTBT, CRCL, GEMI, HSDT and 7 moreRegulatory change reclassifying bitcoin as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of bitcoin and the market price of our listed securities.
Similar paragraph at 9 of 31 other Crypto companies: ABTC, ASST, DFDV, HSDT, HUT, LITS, MSTR, NAKA and 1 moreUnder Sections 3(a)(1)(A) and (C) of the Investment Company Act of 1940 (the “Investment Company Act”), a company generally will be deemed to be an “investment company” for purposes of the Investment Company Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.
Similar paragraph at 13 of 31 other Crypto companies: BTBT, CRCL, DFDV, FIGR, GEMI, HSDT, HYPD, LITS and 5 moreA significant portion of our assets are concentrated in our bitcoin and other digital asset holdings. While senior SEC officials have stated their view that bitcoin is not a “security” for purposes of the federal securities laws, a contrary determination by the SEC could lead to our classification as an “investment company” under the Investment Company Act, which would subject us to significant additional regulatory controls that could have a material adverse effect on our ability to execute on our bitcoin and digital asset strategy, and our business and operations and may also require us to substantially change the manner in which we conduct our business.
Similar paragraph at 10 of 31 other Crypto companies: ABTC, ASST, BKKT, DFDV, HUT, LITS, MSTR, NAKA and 2 moreIn addition, if bitcoin or other digital assets are determined to constitute a security for purposes of the federal securities laws, the additional regulatory restrictions imposed by such a determination could adversely affect the market price of bitcoin and other digital assets and in turn adversely affect the market price of our listed securities.
We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.
Similar paragraph at 12 of 31 other Crypto companies: ASST, DFDV, FWDI, HSDT, HYPD, LITS, MSTR, NAKA and 4 moreMutual funds, ETFs and their directors and management are subject to extensive regulation as “investment companies” and “investment advisers” under U.S. federal and state law; this regulation is intended for the benefit and protection of investors. We are not subject to, and do not otherwise voluntarily comply with, these laws and regulations. This means, among other things, that the execution of or changes to our bitcoin or digital asset strategy, our use of leverage, the manner in which our bitcoin is custodied, our ability to engage in transactions with affiliated parties and our operating and investment activities generally are not subject to the extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers. Our Board will have broad discretion over the investment, leverage and cash management policies it authorizes, whether in respect of our bitcoin holdings or other activities we may pursue, and has the power to change our current policies, including our strategy of acquiring and holding bitcoin and digital assets. Additionally, we are not a registered money market fund under the Investment Company Act of 1940, as amended, and we do not operate as a registered money market fund. Holders of our listed securities do not benefit from the protections available to holders of securities of a registered money market fund. Bitcoin does not have a similar risk profile to the assets required to be held by money market funds because, among other things, it is much more volatile and involves no principal protection. Unlike money market funds, we do not price our listed securities based on the net asset value of the pool of assets backing the securities. We are also not subject to any regulation requiring that we maintain any particular pricing or stable value, and we are not subject to the fee restrictions or liquidity requirements applicable to registered money market funds.
Similar paragraph at 13 of 31 other Crypto companies: ASST, BKKT, DFDV, FWDI, HSDT, HYPD, LITS, MSTR and 5 moreOur bitcoin and digital asset strategy exposes us to risk of non-performance by counterparties.
Our bitcoin and digital asset strategy exposes us to the risk of non-performance by counterparties, whether contractual or otherwise. Risk of non-performance includes inability or refusal of a counterparty to perform because of a deterioration in the counterparty’s financial condition and liquidity or for any other reason. For example, our execution partners, custodians, or other counterparties might fail to perform in accordance with the terms of our agreements with them, which could result in a loss of bitcoin or Cronos, a loss of the opportunity to generate funds, or other losses. Additionally, with more companies adopting a bitcoin and digital asset strategy similar to ours, our counterparties and service providers may experience increased demand for their services, which could impact the level or quality of service we receive, or the pricing of these services in the future.
Our principal counterparty risk with respect to our digital assets is the risk that our custodians may fail to perform their obligations under our custody arrangements. A series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital assets industry, including the filings for bankruptcy protection by Three Arrows Capital, Celsius Network, Voyager Digital, FTX Trading and Genesis Global Capital, the closure or liquidation of certain financial institutions that provided lending and other services to the digital assets industry, including Signature Bank and Silvergate Bank, SEC enforcement actions against Coinbase, Inc., Binance Holdings Ltd., and Kraken, the placement of Prime Trust, LLC into receivership following a cease-and-desist order issued by Nevada’s Department of Business and Industry, and the filing and subsequent settlement of a civil fraud lawsuit by the New York Attorney General against Genesis Global Capital, its parent company Digital Currency Group, Inc., and former partner Gemini Trust Company have highlighted the perceived and actual counterparty risk applicable to digital asset ownership and trading. Although these bankruptcies, closures and liquidations have not resulted in any loss or misappropriation of our digital assets, nor have such events adversely impacted our access to our digital assets, legal precedent created in these bankruptcy and other proceedings may increase the risk of future rulings adverse to our interests in the event one or more of our custodians becomes a debtor in a bankruptcy case or is the subject of other liquidation, insolvency or similar proceedings.
While all of our custodians are subject to regulatory regimes intended to protect customers in the event of a custodial bankruptcy, receivership or similar insolvency proceeding, no assurance can be provided that our custodially-held digital assets will not become part of the custodian’s insolvency estate if one or more of our custodians enters bankruptcy, receivership or similar insolvency proceedings. Additionally, if we pursue any strategies to create income streams or otherwise generate funds using our digital assets holdings, we would become subject to additional counterparty risks. Any significant non-performance by counterparties, including in particular the custodians with which we custody substantially all of our digital assets, could have a material adverse effect on our business, prospects, financial condition, and operating results.
Similar paragraph at 9 of 31 other Crypto companies: ASST, FWDI, HSDT, MSTR, NAKA, SBET, SUIG, TRON and 1 moreWe are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.
Similar paragraph at 12 of 31 other Crypto companies: ASST, DFDV, FWDI, HSDT, HYPD, LITS, MSTR, NAKA and 4 moreMutual funds, ETFs and their directors and management are subject to extensive regulation as “investment companies” and “investment advisers” under U.S. federal and state law; this regulation is intended for the benefit and protection of investors. We are not subject to, and do not otherwise voluntarily comply with, these laws and regulations. This means, among other things, that the execution of or changes to our Treasury Reserve Policy or our bitcoin and digital asset strategy, our use of leverage, the manner in which our digital assets are custodied, our ability to engage in transactions with affiliated parties and our operating and investment activities generally are not subject to the extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers. For example, although a significant change to our Treasury Reserve Policy would require the approval of our Board, no shareholder or regulatory approval would be necessary. Consequently, our Board has broad discretion over the investment, leverage and cash management policies it authorizes, whether in respect of our digital assets holdings or other activities we may pursue, and has the power to change our current policies, including our strategy of acquiring and holding digital assets.
Similar paragraph at 13 of 31 other Crypto companies: ASST, BKKT, DFDV, FWDI, HSDT, HYPD, LITS, MSTR and 5 moreOur use of leverage to acquire digital assets could increase the risk of our bitcoin and digital asset treasury strategy.
We have, and may in the future, utilize leverage to acquire bitcoin, which magnifies the potential for loss with our bitcoin treasury strategy. As we use leverage to partially finance our acquisition of digital assets, you will experience increased risks of investing in our securities. If the value of our digital assets increase, then leveraging would cause the value attributable to our common stock to increase more sharply than it would have had we not leveraged. Conversely, if the value of our digital assets decreases, leveraging would cause the value of our digital assets to decline more sharply than it otherwise would have had we not leveraged our business. Such a decline could negatively affect our ability to service, repurchase, repay or collateralize our debt. The effects of leverage could cause any decrease in asset value for any losses to be greater than any increase in asset value for any corresponding gains. If we incur additional leverage, you will experience increased risks of investing in our common stock.
Our level and terms of indebtedness could adversely affect our ability to raise additional capital to further execute on our bitcoin strategy, fund other operations, and take advantage of new business opportunities.
Our indebtedness, whether currently existing or incurred in the future, could have important consequences to us, including:
limiting our ability to use a substantial portion of our cash flow from operations in other areas of our business, including for acquisition of additional bitcoin, working capital, developing our products and services, capital expenditures, and other general business activities and investment opportunities in our company, because we must dedicate a substantial portion of these funds to pay interest on and/or service our debt;
limiting our ability to obtain additional financing in the future for acquisition of additional bitcoin, working capital, capital expenditures, debt service, acquisitions, execution of our strategy, and other expenses or investments planned by us;
Similar paragraph at 1 of 31 other Crypto companies: MSTRlimiting our flexibility and our ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in government regulation, our business, and our industry;
Similar paragraph at 1 of 31 other Crypto companies: MSTRincreasing our vulnerability to a downturn in our business and to adverse economic and industry conditions generally;
requiring us to maintain bitcoin or liquid assets to cover any repurchase, conversion or collateral requirement of the Convertible Notes;
placing us at a competitive disadvantage as compared to our competitors that are less leveraged; and
We may be unable to service our indebtedness, which could cause us to default on our debt obligations and could force us into bankruptcy or liquidation.
Our ability to make scheduled payments on and to refinance our indebtedness (whether currently existing or incurred in the future) depends, and will depend, on and is subject to our financial and operating performance, which is influenced, in part, by general economic, financial, competitive, legislative, regulatory, counterparty business, and other risks that are beyond our control, including the availability of financing in the U.S. banking and capital markets. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital, or restructure or refinance our indebtedness. We cannot assure you that future borrowings will be available to us in an amount sufficient to enable us to service our indebtedness, to refinance our indebtedness, or to fund our other liquidity needs. Even if refinancing indebtedness is available, any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants that could further restrict our business operations. In addition, our bitcoin strategy anticipates that we may issue additional debt in future periods to finance additional purchases of bitcoin, but if we are unable to generate sufficient cash flow to service our debt and make necessary capital expenditures, we may be required to sell bitcoin. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations or our financial covenants, which could cause us to default on our debt obligations. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness.
Upon the occurrence of an event of default under our indebtedness (whether currently existing or incurred in the future), the holders of the defaulted indebtedness could elect to declare all the funds borrowed to be due and payable, together with accrued and unpaid interest. Any of these events could in turn result in cross-defaults under any other indebtedness. We may not have sufficient funds available to pay the amounts due upon any such default, particularly in the event that there has been a decrease in the market value of our bitcoin holdings, and we may not be able to raise additional funds to pay such amounts on a timely basis, on terms we find acceptable, or at all. Any financing that we may undertake under such circumstances could result in substantial dilution of our existing stockholders, and in the absence of being able to obtain such financing, we could be forced into bankruptcy or liquidation.
We may not have the ability to raise the funds necessary to settle conversions of the Convertible Notes in cash or to repurchase the Convertible Notes for cash upon a fundamental change or other events which require repayment of the Convertible Notes, including the mandatory repurchase provisions contained in the Indenture and at maturity, and any future debt may contain limitations on our ability to engage in cash-settled conversions or repurchases of the Convertible Notes.
In connection with any conversion of the Convertible Notes, we may elect (and if our common stock is not freely tradable, we will be required) to make cash payments in respect of the Convertible Notes being converted. However, any future debt may contain limitations on our ability to (i) pay cash upon conversion or redemption of the Convertible Notes, which may require us to elect to deliver solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), or (ii) sell certain bitcoin or other assets to generate cash that can be used to make such cash payments.
In addition, upon a fundamental change as defined in the indentures governing the Convertible Notes, the holders of such notes will have the right to require us to offer to purchase all of the applicable notes then outstanding at a price equal to 100% of the principal amount of the Convertible Notes, plus, in each case, accrued and unpaid interest, if any, to, but excluding, the repurchase date.
Similar paragraph at 1 of 31 other Crypto companies: MSTRThe holders of Convertible Notes have the right to require us to repurchase all or a portion of their notes on November 30, 2026, at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any.
In order to obtain sufficient funds to pay the pay cash to repurchase the Convertible Notes or otherwise repay the Convertible Notes at maturity, we expect that we may have to refinance the Convertible Notes or obtain a waiver from the applicable holders of the Convertible Notes, and we may not be able to refinance the Convertible Notes on reasonable terms, if at all. Absent a waiver from the applicable holders of the Convertible Notes, our failure to offer to purchase all applicable Convertible Notes or to purchase all validly tendered Convertible Notes or repay the Convertible Notes upon would be an event of default under the Indenture governing the Convertible Notes. Additionally, the collateral held by the collateral agent under the Indenture may not be available to us to repurchase or repay the Convertible Notes since that Collateral is subject to release only in accordance with the terms of the Indenture.
Similar paragraph at 1 of 31 other Crypto companies: MSTRMoreover, the exercise by holders of the Convertible Notes of their right to require us to repurchase such Convertible Notes could cause a default under future debt agreements, even if the change of control or fundamental change itself does not, due to the financial effect of such repurchase on us.
Similar paragraph at 1 of 31 other Crypto companies: MSTRThe forced conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
In the event the forced conversion feature of the Convertible Notes is triggered, holders of the applicable Convertible Notes will be entitled to convert such notes at any time during specified periods at their option. If one or more holders elect to convert their Convertible Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. Furthermore, even if holders do not elect to convert their Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the applicable Convertible Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
Despite our current level of indebtedness, we may incur substantially more indebtedness and enter into other transactions in the future which could further exacerbate the risks related to our indebtedness.
Our bitcoin strategy includes acquiring bitcoin using proceeds from equity and debt financings and cash flows from operations. As such, despite our current level of indebtedness, we may incur substantially more indebtedness, and we may enter into other transactions in the future. Even if we were to enter into debt or other arrangements that contain restrictions on our ability to incur additional indebtedness, these restrictions may be subject to a number of qualifications and exceptions that would allow us to incur significant additional indebtedness. To the extent we incur additional indebtedness or other obligations, the risks described herein with respect to our indebtedness may increase significantly.
Collateral requirements and the repurchase rights of holders of our Convertible Notes may constrain our bitcoin strategy and our business.
Within 45 days of the closing date of the Debt Financing, we were required to have a Loan-to-Collateral Ratio of less than or equal to 1.0 to 1.0, with the Loan-to-Collateral Ratio calculated as the aggregate outstanding principal balance of all Convertible Notes divided by the sum of (i) the aggregate market value of bitcoin collateral multiplied by 0.5263157895, plus (ii) the aggregate value of all of our cash and cash equivalents collateral. In addition, holders of Convertible Notes have the right, at such holder’s option, to require us to repurchase its Convertible Notes for cash on November 30, 2026, subject to the terms and conditions in the Indenture. The collateral held by the collateral agent under the Indenture may not be available to us to repurchase or repay the Convertible Notes since that collateral is subject to release only in accordance with the terms of the Indenture. We may need to maintain reserves in cash and cash equivalents, or otherwise liquidate bitcoin holdings or other assets when it is not desirable or advisable to do so, in order to fund such obligations, which could negatively affect our business and results of operation.
We cannot guarantee that our share repurchase program will be utilized to the full value approved or that it will enhance long-term stockholder value.
On June 23, 2025, we announced that our Board authorized the Share Repurchase Program allowing us to repurchase up to $400 million of our outstanding shares of common stock.
Purchases under the Share Repurchase Program may be made from time to time in the open market, in privately negotiated transactions, block trades, accelerated share repurchase transactions, purchases through 10b5-1 trading plans, or by any combination of such methods. The timing and amount of any repurchases pursuant to the Share Repurchase Program will be determined based on market conditions, share price and other factors. The Share Repurchase Program does not have an expiration date, does not require us to repurchase any specific number of shares of our common stock, and may be modified, suspended or terminated at any time without notice. There is no guarantee that any shares will be purchased under the Share Repurchase Program. Any shares that will be repurchased are intended to be retired after purchase. We may from time to time, sell put option contracts in connection with our Share Repurchase Program in order to offset the cost of our Share Repurchase Program. Additionally, TMTG may, at any time and from time to time, seek to repurchase its outstanding Convertible Notes in open-market or privately-negotiated transactions. TMTG will retain broad discretion over the terms, prices, and factors applicable to such repurchases, if any.
Additionally, the Inflation Reduction Act of 2022 introduced a 1% excise tax on certain share repurchases, which has increased the costs associated with repurchasing shares of our common stock. Even if our share repurchase programs are fully implemented, they may not enhance long-term stockholder value or may not prove to be the best use of our cash. Share repurchases could have an impact on our share trading prices, increase the volatility of the price of our common stock, reduce the market liquidity for our common stock or reduce our available cash balance such that we will be required to seek financing to support our operations.
Read in the 10-K ↗
Furthermore, under the Articles, TMTG expressly opted out of Section 607.0902 of the FBCA, which contains certain prohibitions relating to “control share acquisitions.” Section 607.0902 of the FBCA prohibits the voting of shares in a publicly held Florida corporation that are acquired in a control share acquisition unless (i) the board of directors approved such acquisition prior to its consummation or (ii) after such acquisition, in lieu of prior approval by the board of directors, the holders of a majority of the corporation’s voting shares, exclusive of shares owned by officers of the corporation, employee directors or the acquiring party, approve the granting of voting rights as to the shares acquired in the control share acquisition. A “control share acquisition” is defined as an acquisition that immediately thereafter entitles the acquiring party to exercise or direct the exercise of the voting power of the corporation in an election of directors within any of the following ranges of voting power: (1) one-fifth or more but less than one-third of all voting power; (2) one-third or more but less than a majority of all voting power; or (3) a majority or more of all voting power. TMTG has also expressly opted out of Section 607.0901 of the FBCA, Pursuant to Section 607.0901 of the FBCA, which provides that a publicly held Florida corporation may not engage in a broad range of business combinations or other extraordinary corporate transactions with an interested stockholder for a period of three years following the time that such stockholder became an interested stockholder, unless: (1) prior to the time that such stockholder became an interested stockholder, the board of directors approved either the affiliated transaction or the transaction that resulted in the stockholder becoming an interested stockholder; (2) upon consummation of such a business combination or extraordinary corporate transaction that resulted in the subject stockholder becoming an interested stockholder, such stockholder owned at least 85% of the outstanding voting shares of the corporation at the time such transaction commenced, exclusive of shares owned by directors who are also officers and certain employee stock plans; or (3) at or subsequent to the time the subject stockholder became an interested stockholder, such business combination or other extraordinary corporate transaction is approved by the board of directors and authorized by an affirmative vote of the holders of at least two-thirds of the voting shares of the corporation (excluding shares held by the interested stockholder) at an annual or special meeting of stockholders, and not by written consent.
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The market price of TMTG common stock after the TAE Merger may be affected by factors different from those currently affecting the shares of TMTG common stock.
As a result of the TAE Merger, TAE shareholders will become shareholders of the combined company, which will include the businesses of both TMTG and TAE. TMTG’s business differs from that of TAE and certain adjustments may be made to the combined company’s business as a result of the merger. Accordingly, the results of operations of the combined company and the market price of TMTG common stock after the completion of the TAE Merger may be affected by factors different from those currently affecting the independent results of operations of each of TMTG and TAE.
TMTG and TAE are expected to incur substantial costs related to the TAE Merger and integration, and these costs may be greater than anticipated due to unexpected events.
TMTG and TAE have incurred and expect to incur a number of significant non-recurring costs associated with the TAE Merger. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, financial printing and other printing costs and other related costs. Some of these costs are shared by or payable by either TMTG or TAE regardless of whether or not the TAE Merger is completed.
In addition, the combined company will incur integration costs following the completion of the TAE Merger as TMTG and TAE integrate their businesses, including facilities and systems consolidation costs and employment-related costs. TMTG and TAE may also incur additional costs to maintain employee morale and to retain key employees. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits. While TMTG and TAE have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs.
Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in the combined company taking charges against earnings following the completion of the TAE Merger, and the amount and timing of such charges are uncertain at present. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time.
The TAE Merger may be more difficult, costly, or time‑consuming than expected, and we may fail to realize anticipated benefits and synergies. The success of the TAE Merger depends on effective integration of operations, systems, and personnel across finance, compliance, technology, vendor management, and other functions; delays or underperformance could adversely affect revenue growth and margins. Integration efforts may divert management attention, cause loss of key personnel, and disrupt relationships with customers, suppliers, and partners, any of which could harm operating results. Even if we execute our plans, actual cost savings could be lower or realized later than expected, and unforeseen expenses may arise.
Combining TMTG and TAE may be more difficult, costly or time-consuming than expected, and TMTG may fail to realize the anticipated benefits of the TAE Merger.
The success of the TAE Merger will depend, in part, on the ability to realize the anticipated synergies from combining the businesses of TMTG and TAE. To realize the anticipated benefits and synergies from the TAE Merger, TMTG and TAE must successfully integrate and combine their businesses in a manner that permits those synergies to be realized without adversely affecting current revenues and future growth. If TMTG and TAE are not able to successfully achieve these objectives, the anticipated benefits of the TAE Merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual synergies of the TAE Merger could be less than anticipated, and integration may result in additional and unforeseen expenses.
Similar paragraph at 1 of 31 other Crypto companies: ASSTAn inability to realize the full extent of the anticipated benefits of the TAE Merger and the other transactions contemplated by the TAE Merger Agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of the combined company following the completion of the merger, which may adversely affect the value of the common stock of the combined company following the completion of the merger.
TMTG and TAE have operated and, until the effective time, must continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and synergies of the merger. Integration efforts between the companies may also divert management attention and resources. These integration matters could have an adverse effect on each of TMTG and TAE during this transition period and for an undetermined period after completion of the TAE Merger on the combined company.
Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the TAE Merger.
Before the TAE Merger may be completed, required filings and notifications must be made, and approvals, clearances, and consents, including any consents or approvals from governmental entities, must be obtained as required by the TAE Merger Agreement. The parties are obligated to use reasonable best efforts to make the required filings within the specified time periods and to cooperate with each other to obtain such consents and approvals, but there can be no assurance that all necessary approvals will be obtained, or obtained on the timeline currently expected. Delays can result from regulatory inquiries, requests for additional information, investigations, third‑party or governmental challenges, or changes in applicable law or policy.
Any approvals that are granted may impose terms, conditions, limitations, obligations or costs or could require changes to the terms of the transactions contemplated by the TAE Merger Agreement. While the parties must use reasonable best efforts to address regulatory objections, the agreement does not require any party to accept terms or conditions (including divestitures, hold‑separate arrangements, operational restrictions or other commitments) that would limit the freedom of action with respect to, or the ability to retain, any of their businesses or assets, including the combined business post‑closing. As a result, there can be no assurance that regulators will not impose conditions or restrictions that delay the closing, increase costs or materially limit the revenues or operations of the combined company, or that such conditions will not prompt a delay or abandonment of the TAE Merger.
Completion of the TAE Merger is conditioned on the effectiveness of the registration statement, the absence of any stop order by the SEC, and the approval for listing of the TMTG common stock to be issued as merger consideration on the Nasdaq and the NYSE Texas, in each case subject to official notice of issuance. The TAE Merger also cannot be completed if there is in effect any order, injunction, decree or other legal restraint by a court or governmental entity of competent jurisdiction that prohibits or makes illegal consummation of the merger or the other transactions contemplated by the TAE Merger Agreement. Failure to satisfy any of these conditions, or the imposition of related restrictions, could delay or prevent completion of the merger and adversely affect the combined company if completed.
If the requisite approval of TMTG shareholders or TAE shareholders is not obtained, or other conditions to the closing of the TAE Merger are not met, the TAE Merger Agreement may be terminated in accordance with its terms and the TAE Merger may not be completed.
The TAE Merger Agreement is subject to a number of conditions that must be satisfied or waived before the TAE Merger can be completed.
The completion of the TAE Merger is subject to the satisfaction or waiver of certain closing conditions, including: (a) approval by TMTG’s shareholders of the TMTG share issuance proposal and the TMTG article amendment proposal by the requisite vote of the TMTG shareholders and approval of the TAE merger proposal by the requisite vote of the TAE shareholders; (b) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of any other required consents, clearances or approvals of governmental entities; (c) the effectiveness of the registration statement on Form S-4 (including the proxy statement/prospectus) to be prepared and filed by TMTG with the SEC in connection with the transactions contemplated by the TAE Merger Agreement and the absence of any stop order suspending its effectiveness; (d) the absence of any order, injunction, decree or other legal restraint by a court or governmental entity of competent jurisdiction preventing the completion of the transactions contemplated by the TAE Merger Agreement or any law making the completion thereof illegal; and (e) the approval for listing on the Nasdaq and the NYSE Texas of the shares of TMTG common stock to be issued in the TAE Merger, in each case subject to official notice of issuance, for which TMTG will use its reasonable best efforts as required by the TAE Merger Agreement.
Each party’s obligation to complete the TAE Merger is also subject to certain additional conditions, including: (a) the accuracy of the other party’s representations and warranties as of the closing (subject to the materiality standards set forth in the TAE Merger Agreement); (b) performance in all material respects by the other party of its covenants and obligations under the TAE Merger Agreement; and (c) receipt by each party of a tax opinion from its counsel (or another nationally recognized law firm) to the effect that the TAE Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, if such treatment is intended under the TAE Merger Agreement. If any of the foregoing conditions are not satisfied or waived, the TAE Merger may be delayed or may not be completed, and, in certain circumstances, the TAE Merger Agreement may be terminated in accordance with its terms.
If the TAE Merger is not completed for any reason, including as a result of TMTG shareholders’ failure to approve the TMTG articles amendment proposal or the TMTG share issuance proposal or TAE shareholders’ failure to approve the merger proposal by written consent, there may be various adverse consequences and TMTG may experience negative reactions from the financial markets and from their respective customers and employees. For example, TMTG’s businesses may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the TAE Merger, without realizing any of the anticipated benefits of completing the TAE Merger. Additionally, if the TAE Merger Agreement is terminated, the market price of TMTG common stock could decline, including to the extent that current market prices reflect a market presumption that the TAE Merger will be completed. TMTG could also be subject to litigation related to any failure to complete the TAE Merger, including litigation seeking to force TMTG to perform its obligations under the TAE Merger Agreement. If the TAE Merger Agreement is terminated under certain circumstances, including certain circumstances involving alternative acquisition proposals and changes in the recommendation of the TMTG board of directors, TMTG may be required to pay a termination fee of $90 million to TAE.
Additionally, each of TMTG and TAE has incurred and will incur substantial expenses in connection with the completion of the transactions contemplated by the TAE Merger Agreement, as well as the costs and expenses of preparing, filing, printing and mailing the Form S-4, and all filing and other fees paid in connection with the merger. If the TAE Merger is not completed, TMTG and TAE would have to pay these expenses without realizing the expected benefits of the TAE Merger.
TMTG is subject to certain contractual restrictions pursuant to the TAE Merger Agreement while the TAE Merger is pending.
Uncertainty about the effect of the TAE Merger on employees and customers may have an adverse effect on TMTG. These uncertainties may impair TMTG’s ability to attract, retain and motivate key personnel until the TAE Merger is completed, and could cause customers and others that deal with TMTG to seek to change existing business relationships with TMTG. Subject to certain exceptions, TMTG has agreed to operate its business in the ordinary course in all material respects and to refrain from taking certain actions, including actions that may adversely affect its ability to consummate the transactions contemplated by the TAE Merger Agreement on a timely basis, without the consent of TAE. Subject to certain exceptions, TAE has agreed to refrain from taking certain actions, including actions that may adversely affect its ability to consummate the transactions contemplated by the TAE Merger Agreement on a timely basis, without the consent of TMTG. These restrictions may prevent TMTG from pursuing attractive business opportunities that may arise prior to the completion of the TAE Merger.
Each TMTG shareholder will have a substantially reduced ownership and voting interest in the combined company after the consummation of the TAE Merger than the holder’s interest in TMTG prior to the consummation of the TAE Merger.
TMTG shareholders currently have the right to vote in the election of the board of directors and on other matters affecting TMTG. When the TAE Merger is completed, each TMTG shareholder will become a shareholder of the combined company, with a percentage ownership of the shares of common stock of the combined company that is substantially smaller than the holder’s percentage ownership of TMTG common stock prior to the consummation of the TAE Merger.
Issuance of shares of TMTG common stock in connection with the TAE Merger may adversely affect the market price of TMTG common stock.
TMTG expects to issue approximately 276 million shares of TMTG common stock to TAE shareholders in respect of their TAE common stock. The issuance of these new shares of TMTG common stock may result in fluctuations in the market price of TMTG common stock, including a stock price decrease, including as a result of the dilution caused by such issuance.
Following the TAE Merger, the market price of the combined company’s common stock may be volatile due to factors beyond the combined company’s operating performance, including changes in analyst recommendations or earnings estimates regarding the combined company or its peers; actual or anticipated fluctuations in operating results; reactions to public announcements; strategic actions by the combined company or its competitors, such as acquisitions, divestitures or restructurings; failure to achieve perceived merger benefits, including anticipated synergies, on the expected timeline; adverse macroeconomic or geopolitical conditions, including war or terrorism and responses to such events; and sales of the combined company’s common stock by members of its management team or significant stockholders. Any of these factors could cause the price of the combined company’s common stock to decline, potentially significantly.
Additionally, current stockholders of TMTG and TAE may reduce or eliminate their investment in the combined company for various reasons, including to comply with institutional investing guidelines, to increase portfolio diversification, to track rebalancing of stock indices in which the combined company’s common stock may be included, to respond to changes in the combined company’s risk profile or to realize gains. If existing TMTG shareholders and TAE shareholders sell, or indicate an intention to sell, substantial amounts of the combined company’s stock in the public market after the TAE Merger, then the trading price of the combined company’s stock could decline.
Shareholder litigation related to the TAE Merger could prevent or delay the completion of the TAE Merger, result in the payment of damages or otherwise negatively impact the business and operations of TMTG.
Shareholders of TMTG and/or TAE may file lawsuits against TMTG, TAE and/or the directors or officers of either company in connection with the TAE Merger and its related transactions. One of the conditions to the closing of the TAE Merger is that no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint preventing the consummation of the TAE Merger or any of the other transactions contemplated by the TAE Merger Agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting TMTG or TAE defendants from completing the TAE Merger or any of the other transactions contemplated by the TAE Merger Agreement, then such injunction may delay or prevent the consummation of the TAE Merger and could result in significant costs to TMTG, including any cost associated with the indemnification of directors and officers of each company. TMTG may incur costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the TAE Merger or any other transactions contemplated by the TAE Merger Agreement. Such litigation could have an adverse effect on the financial condition and results of operations of TMTG and could prevent or delay the completion of the TAE Merger.
If TAE defaults under the Convertible Promissory Note issued by TMTG in connection with the TAE Merger Agreement, it could negatively impact TMTG.
In connection with the execution of the TAE Merger Agreement, TMTG issued TAE an unsecured convertible promissory note on December 18, 2025 (the “Convertible Note”), pursuant to which TMTG has agreed to fund TAE $200 million within five business days of the date of the Convertible Note, and, upon request from TAE, up to an additional $100 million upon TMTG’s initial filing of a registration statement on Form S-4 in connection with the TAE Merger. The Convertible Note has an interest rate of 7% per annum and is due and payable upon the earlier of (i) the second anniversary of the initial funding date thereof, or (ii) the termination of the Convertible Note for any other reason prior to a maturity date.
There can be no assurances that TAE will be able to make timely payments under the Convertible Promissory Note, or at all. Additionally, if the TAE Merger does not close, TAE may suffer substantial costs and damage to its business, which may in turn increase the likelihood of default under the Convertible Note. If TAE defaults under the Convertible Note and TMTG is unable to recover the amounts outstanding thereunder, it could have a material adverse effect on our business, financial condition, results of operation and cash flows, and may expose TMTG to credit risk.
We are engaged in discussions regarding a potential spin‑out of certain of our businesses, and there can be no assurance that any such transaction will be consummated, on what terms or timing, or that we would realize the anticipated benefits, and any failure to complete or successfully implement a spin‑out could adversely affect our business, financial condition and stock price.
We are engaged in discussions regarding a potential spin‑out of certain of our businesses into a separate, publicly traded company. No definitive agreement has been entered into, and there can be no assurance that any such transaction will be consummated, on what terms, or within any particular timeframe, or at all. The failure to complete a potential spin‑out could adversely affect investor expectations, our stock price, and our strategic plans.
Any potential spin‑out would be subject to numerous conditions, including board, regulatory and stockholder approvals, as well as other customary closing conditions, which may not be satisfied. Even if completed, a spin‑out could result in significant costs, management distraction, dis‑synergies, complexities associated with separating financial statements and related reporting, and operational complexities, and we may be unable to achieve some or all of the anticipated benefits of separating our businesses into distinct public companies.
In addition, a spin‑out could have adverse tax consequences to us and our stockholders, could materially change our business, financial condition, and results of operations, and could expose us to additional risks and liabilities. A newly spun‑off company may also face challenges as an independent public company, including increased costs of compliance, limited access to capital markets, and difficulty achieving or maintaining a public listing. Any of these factors could have a material adverse effect on us or our stockholders.
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New in the latest 10-Q
19 paragraphs in the 10-Q filed Nov 9, 2026 with nothing like them in the 10-Q filed Aug 10, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
We performed advertising services to Freedom 250 LLC, an entity created by, and administered by the National Park Foundation, the official charity of the National Park Service. Meredith O'Rourke, a member of our Board of Directors, also serves on the Board of Directors of the National Park Foundation. For the three and nine months ended September 30, 2026, we earned revenue of $175.0 related to the advertisement of Freedom 250 events. As of September 30, 2026, we had $175.0 of outstanding receivables from Freedom 250 LLC.
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A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per share is as follows:
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The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted income per share because the effect of including such shares would have been antidilutive.
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On September 21, 2026, the People of the State of California, acting by and through the San Francisco City Attorney, filed suit against TMTG in the Superior Court of California, County of San Francisco, alleging violations of California’s Unfair Competition Law in connection with TMTG’s operation of Truth API (Case No. CGC-26-641192). Plaintiff seeks injunctive relief that would halt the challenged operation of Truth API, alleging that selling Truth API is an unlawful or unfair business practice. Plaintiff also seeks civil penalties and costs. The Company disputes the allegations and intends to vigorously defend the action.
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Two other lawsuits have been filed that challenge TMTG’s Truth API service but do not name TMTG as a party.
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The “Unallocated Corporate Overhead” category presented in the following tables is not considered an operating segment. It consists primarily of general and administration expenses and items not allocated to either segment as well as those costs specifically excluded from Segment EBITDA (as defined below).
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On October 7, 2026, pursuant to the Amended and Restated Unsecured Convertible Promissory Note with TAE Technologies, Inc. ("TAE"), TAE borrowed $100,000.0 under the remaining capacity of the Amended and Restated Unsecured Convertible Promissory Note.
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TMTG has implemented a bitcoin and digital asset treasury strategy to help ensure the Company’s financial freedom and protect against discrimination by financial institutions, and may also consider the acquisition of other, similar cryptocurrencies. Our digital asset strategy is one component of our corporate treasury strategy, which has augmented the Company’s ability to raise sufficient capital to finance current and future operational growth, and provides additional liquidity to advance its merger and acquisition initiative. The Company also invests in digital asset related securities that serve as a proxy to bitcoin, as these securities can provide more liquidity than directly holding bitcoin.
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Management believes bitcoin is a superior asset in the long term to certain alternatives contemplated for inclusion in the Company’s corporate treasury due to, among other things, its relative scarcity, durability, divisibility, portability, and verifiability; moreover, its historical long-term growth rate has exceeded the rate of inflation. Management recognizes that bitcoin may experience greater short-term price volatility as compared to other asset classes, however, bitcoin’s long-term growth potential may provide enhanced durability to the Company’s corporate treasury.
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On September 30, 2026, we filed a preliminary registration statement on Form S-4 with the SEC (the “Form S-4”), and subsequently filed amendments on Form S-4/A on October 28, 2026 and November 2, 2026, in connection with our announced merger with TAE. The Form S-4 was declared effective on November 5, 2026. The TAE Merger is currently expected to close in the fourth quarter of 2026, subject to the satisfaction or waiver of the closing conditions.
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Realized and unrealized (gain)/loss on digital assets and digital assets pledged
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Realized and unrealized (gain)/loss on digital assets and digital assets pledged
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Risk Factors
Holders of our Notes may require us to repurchase their notes for cash on November 30, 2026, which could materially reduce our liquidity and capital resources.
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On May 29, 2025, we issued 0.00% Convertible Senior Secured Notes due 2028 (the “Notes”) in an aggregate principal amount of $1.0 billion at an original issue discount of 4.0% for gross proceeds of $960.0 million. Pursuant to the Indenture, dated as of May 29, 2025, among us, U.S. Bank Trust Company, National Association, as trustee and collateral agent, and the guarantors party thereto (the “Indenture”), each holder of the Notes has the right, at such holder’s option, to require us to repurchase all or any portion of such holder’s Notes for cash on November 30, 2026 (the “Repurchase Date”), in integral multiples of $1,000 principal amount, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the Repurchase Date. In addition, if certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, each holder of the Notes may require us to repurchase that holder’s Notes for cash. See “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - PIPE and Convertible Notes” in our Annual Report for additional information regarding the terms of the Notes and the Indenture.
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If some or all of the holders of the Notes elect to exercise their repurchase right on the Repurchase Date, we could be required to pay up to approximately $1.0 billion in cash (plus any accrued and unpaid interest) to repurchase such Notes. We may not have sufficient cash on hand or access to financing to satisfy its repurchase obligations under the Indenture when they become due. We may take actions to address the Notes prior to or in connection with the Repurchase Date, including, among other things, entering into a new credit facility to refinance all or a portion of the Notes. There can be no assurance that we will be able to enter into any such credit facility or other refinancing on acceptable terms, or at all, and any such credit facility may contain restrictive covenants, require the grant of security interests in our assets, bear interest at rates higher than equivalent instruments in the market or otherwise limit our operating and financial flexibility. In the event we are unable to address the Notes through such actions, we may be required to seek alternative debt financing or additional equity financing on terms that may not be favorable, sell our bitcoin or other digital asset holdings to fund such repurchases, or take other actions that could have a material adverse effect on our business, financial condition and results of operations. Additionally, unless required under the terms of the indenture, we do not believe the issuance of shares of our common stock in settlement of all or any portion of the notes would be an efficient use of our equity, so long as the market price of our common stock remains significantly below the conversion price of the Notes. There can be no assurance that we will be able to obtain such financing or sell assets on acceptable terms, or at all, or that the terms of any such financing or sales would not significantly dilute our shareholders or TAE’s shareholders following the TAE Merger.
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In addition, the requirement to repurchase the Notes for cash could significantly reduce the capital and liquidity that would otherwise be available to us to fund our operations, research and development activities (including, after the closing of the TAE Merger, the development and commercialization of TAE’s fusion energy technology), working capital needs and other general corporate purposes following the TAE Merger. Furthermore, any failure to repurchase the Notes when required to do so would constitute an event of default under the Indenture, which could result in cross-defaults under other agreements governing our indebtedness and have further material adverse consequences for the Company, including for the combined company following the TAE Merger.
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Litigation which we are not a party to, could materially reduce our ability to market Truth API, and result in a material reduction of our future revenues, operating results and future business opportunities.
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In addition to the matter disclosed in Note 15, two other lawsuits have been filed that challenge TMTG’s Truth API service but do not name TMTG as a party. First, on August 12, 2026, The Intercept Media, Inc. and Freedom of the Press Foundation filed suit in the U.S. District Court for the Southern District of New York against President Donald J. Trump, two federal officials, the Executive Office of the President, and the White House office (Case No. 26-cv-6867). Plaintiffs seek declaratory and injunctive relief against the named defendants relating to the dissemination of information through Truth Social while TMTG operates Truth API. Non-party TMTG filed an amicus curiae brief in support of defendants. Second, on September 17, 2026, American Oversight and Campaign for Accountability filed a separate action in the U.S. District Court for the District of Columbia also against President Trump, five federal officials, the Executive Office of the President, the White House Office, the Department of Health and Human Services, the Department of Transportation, and the Federal Bureau of Investigation (Case No. 26-cv-3258). Plaintiffs seek declaratory and injunctive relief against the named defendants relating to the dissemination of information through Truth Social while TMTG operates Truth API.
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While TMTG is not a party to these matters and litigation is inherently unpredictable, an unfavorable outcome could adversely impact the Company's ability to market, distribute, or otherwise continue commercializing Truth API, and could negatively affect revenues, operating results, and future business opportunities.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 9, 2026 against Item 1A of the 10-K filed Feb 27, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
Added10-Q 2026-11-09 vs 10-K 2026-02-27
As part of our digital asset treasury strategy, we have deployed a portion of our bitcoin holdings to third-party counterparties through lending, placement, and other yield-generation arrangements designed to generate additional income on our treasury-held digital assets. These strategies are relatively new and the legal, regulatory, and market frameworks governing such activities remain subject to change.
Added10-Q 2026-11-09 vs 10-K 2026-02-27
Our yield-generation counterparties may not be rated by nationally recognized statistical rating organizations, and our ability to monitor their credit quality may accordingly be limited. Additionally, the volatility of bitcoin increases the likelihood that counterparties may default due to market downturns, liquidity crises, fraud, or other financial distress, and to the extent our arrangements are unsecured, we may be unable to recover deployed bitcoin in a counterparty insolvency. We are limited in our ability to sell, pledge, or otherwise use the deployed bitcoin while such arrangements are outstanding, and the counterparty can deploy those assets at its discretion. Where we have pledged bitcoin as collateral, certain arrangements permit counterparties to liquidate such bitcoin without prior notice if margin requirements are not met, and a rapid price decline could trigger forced liquidations at prices significantly below fair value.
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Applicable insolvency and property law for digital assets remains unsettled; if a counterparty were to become insolvent, our bitcoin could potentially be treated as part of the counterparty’s bankruptcy estate, and we could be deemed an unsecured creditor with limited or no recovery, as illustrated in the cases of recent high-profile bankruptcies of companies including FTX, Celsius, Voyager, BlockFi and others. Our yield-generation activities also require us to rely on the security protocols of third-party counterparties and platforms, which may be subject to cyberattacks or operational failures resulting in the loss of our digital assets, and in certain arrangements private keys are controlled by the counterparty or its custodial partners. Certain counterparties may re-lend, re-pledge, or otherwise rehypothecate our deployed bitcoin to additional third parties, introducing layers of counterparty risk over which we have limited visibility or control.
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Bitcoin deployed to third parties does not enjoy the protections available to cash or securities deposited with institutions subject to FDIC regulation; accordingly, no governmental insurance or guarantee program would make us whole in the event of a loss. The broader digital asset industry remains subject to significant contagion risks, and industry-wide failures can cascade across interconnected counterparties, depress liquidity, and create operational risks that impact our ability to recover deployed bitcoin. The concentration of our yield-generation activities with a limited number of counterparties amplifies this risk. Any of the foregoing risks, individually or in combination, could result in a partial or total loss of the bitcoin we have deployed to third parties, which could have a material adverse effect on our business, prospects, financial condition, and results of operations, and could cause a significant decline in the market price of our securities.
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Holders of our Notes may require us to repurchase their notes for cash on November 30, 2026, which could materially reduce our liquidity and capital resources.
Added10-Q 2026-11-09 vs 10-K 2026-02-27
On May 29, 2025, we issued 0.00% Convertible Senior Secured Notes due 2028 (the “Notes”) in an aggregate principal amount of $1.0 billion at an original issue discount of 4.0% for gross proceeds of $960.0 million. Pursuant to the Indenture, dated as of May 29, 2025, among us, U.S. Bank Trust Company, National Association, as trustee and collateral agent, and the guarantors party thereto (the “Indenture”), each holder of the Notes has the right, at such holder’s option, to require us to repurchase all or any portion of such holder’s Notes for cash on November 30, 2026 (the “Repurchase Date”), in integral multiples of $1,000 principal amount, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the Repurchase Date. In addition, if certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, each holder of the Notes may require us to repurchase that holder’s Notes for cash. See “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - PIPE and Convertible Notes” in our Annual Report for additional information regarding the terms of the Notes and the Indenture.
Added10-Q 2026-11-09 vs 10-K 2026-02-27
If some or all of the holders of the Notes elect to exercise their repurchase right on the Repurchase Date, we could be required to pay up to approximately $1.0 billion in cash (plus any accrued and unpaid interest) to repurchase such Notes. We may not have sufficient cash on hand or access to financing to satisfy its repurchase obligations under the Indenture when they become due. We may take actions to address the Notes prior to or in connection with the Repurchase Date, including, among other things, entering into a new credit facility to refinance all or a portion of the Notes. There can be no assurance that we will be able to enter into any such credit facility or other refinancing on acceptable terms, or at all, and any such credit facility may contain restrictive covenants, require the grant of security interests in our assets, bear interest at rates higher than equivalent instruments in the market or otherwise limit our operating and financial flexibility. In the event we are unable to address the Notes through such actions, we may be required to seek alternative debt financing or additional equity financing on terms that may not be favorable, sell our bitcoin or other digital asset holdings to fund such repurchases, or take other actions that could have a material adverse effect on our business, financial condition and results of operations. Additionally, unless required under the terms of the indenture, we do not believe the issuance of shares of our common stock in settlement of all or any portion of the notes would be an efficient use of our equity, so long as the market price of our common stock remains significantly below the conversion price of the Notes. There can be no assurance that we will be able to obtain such financing or sell assets on acceptable terms, or at all, or that the terms of any such financing or sales would not significantly dilute our shareholders or TAE’s shareholders following the TAE Merger.
Added10-Q 2026-11-09 vs 10-K 2026-02-27
In addition, the requirement to repurchase the Notes for cash could significantly reduce the capital and liquidity that would otherwise be available to us to fund our operations, research and development activities (including, after the closing of the TAE Merger, the development and commercialization of TAE’s fusion energy technology), working capital needs and other general corporate purposes following the TAE Merger. Furthermore, any failure to repurchase the Notes when required to do so would constitute an event of default under the Indenture, which could result in cross-defaults under other agreements governing our indebtedness and have further material adverse consequences for the Company, including for the combined company following the TAE Merger.
Added10-Q 2026-11-09 vs 10-K 2026-02-27
Litigation which we are not a party to, could materially reduce our ability to market Truth API, and result in a material reduction of our future revenues, operating results and future business opportunities.
Added10-Q 2026-11-09 vs 10-K 2026-02-27
In addition to the matter disclosed in Note 15, two other lawsuits have been filed that challenge TMTG’s Truth API service but do not name TMTG as a party. First, on August 12, 2026, The Intercept Media, Inc. and Freedom of the Press Foundation filed suit in the U.S. District Court for the Southern District of New York against President Donald J. Trump, two federal officials, the Executive Office of the President, and the White House office (Case No. 26-cv-6867). Plaintiffs seek declaratory and injunctive relief against the named defendants relating to the dissemination of information through Truth Social while TMTG operates Truth API. Non-party TMTG filed an amicus curiae brief in support of defendants. Second, on September 17, 2026, American Oversight and Campaign for Accountability filed a separate action in the U.S. District Court for the District of Columbia also against President Trump, five federal officials, the Executive Office of the President, the White House Office, the Department of Health and Human Services, the Department of Transportation, and the Federal Bureau of Investigation (Case No. 26-cv-3258). Plaintiffs seek declaratory and injunctive relief against the named defendants relating to the dissemination of information through Truth Social while TMTG operates Truth API.
Added10-Q 2026-11-09 vs 10-K 2026-02-27
While TMTG is not a party to these matters and litigation is inherently unpredictable, an unfavorable outcome could adversely impact the Company's ability to market, distribute, or otherwise continue commercializing Truth API, and could negatively affect revenues, operating results, and future business opportunities.
Reworded10-Q 2026-11-09 vs 10-K 2026-02-27
Additional risks and uncertainties risk factors not presently known to us or that we currently deem immaterial may also may impair our business or results of operations.
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