DJTTrump Media & Technology Group
Deals between DJT and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Only one proxy is stored, so there is nothing to compare yet; the section is below.
This proxy is more than 15 months old. No newer annual proxy statement of DJT is stored, so the deals below may not be current.
The whole section 20 paragraphs, proxy filed 2025-03-18
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS“Our Board has adopted a written related person transaction policy that sets the following policies and procedures for the review and approval or ratification of related person transactions. A “related person transaction” is a transaction, arrangement or relationship in which our company or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “related person” means:”
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS“any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors;”
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS“any person who is known by us to be the beneficial owner of more than 5% of our voting stock;”
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS“any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of our voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of our voting stock; and any firm, corporation or other entity in which any of the foregoing persons is a partner or principal, or in a similar position, or in which such person has a 10% or greater beneficial ownership interest.”
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS“We have policies and procedures designed to minimize potential conflicts of interest arising from any dealings we may have with our affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to our Audit Committee charter, the Audit Committee has the responsibility to review related party transactions.”
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Digital World Arrangements“On September 2, 2021, Digital World entered into a Lock-Up and Support Letter (the “Insider Letter”), with ARC Global Investments II, LLC (“ARC”) and Digital World’s directors, officers and other initial stockholders named therein (the “Insiders”). Pursuant to the Insider Letter, among other matters, ARC and the Insiders agreed that ARC, an affiliate of ARC or certain of Digital World’s officers and directors was entitled to make non-interest bearing loans to Digital World (the “Digital World Convertible Notes”) to finance transaction costs in connection with its initial business combination and that, at the option of the lender, up to $1,500,000 of such loans may be convertible into units of Digital World.”
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Digital World Arrangements“In November 2021, ARC committed to provide additional loans of up to an aggregate of $1,000,000 to Digital World through September 8, 2023, in the form of a Digital World Convertible Note. On May 12, 2022, the Insider Letter was amended to increase the maximum aggregate principal amount from $1,500,000 to $30,000,000.”
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Digital World Arrangements“On September 8, 2022, Digital World issued a Digital World Convertible Note with an aggregate principal amount of $2,875,000 to ARC, in connection with the extension of the termination date for the Digital World’s initial business combination from September 8, 2022 to December 8, 2022. On April 21, 2023, Digital World issued two Digital World Convertible Notes (one for $625,700 and the other for $500,000) in the aggregate principal amount of $1,125,700 to ARC to pay costs and expenses in connection with completing an initial business combination.”
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Digital World Arrangements“On June 2, 2023, Digital World issued a Digital World Convertible Note, with an aggregate principal amount of $2,000,000 to Renatus LLC (“Renatus”), of which Eric Swider, Chief Executive Officer and Director of Digital World, is a founder and partner and another Digital World Convertible Note in the aggregate principal amount of $10,000,000 to Renatus.”
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Digital World Arrangements“The issuances of the Digital World Convertible Notes described above were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (for more information, see our Annual Report on Form 10-K). Each Digital World Convertible Note that was issued and outstanding immediately prior to the Closing automatically converted immediately prior to the effective time of the Closing into a number of shares of Digital World common stock as such Digital World Convertible Note would automatically have been converted into upon the Closing, in accordance with the Merger Agreement (as defined below).”
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Digital World Arrangements“An affiliate of ARC agreed, commencing from the date when Digital World’s IPO registration statement was declared effective through the earlier of Digital World’s consummation of a business combination or its liquidation, to make available to Digital World certain general and administrative services, including office space, utilities and administrative services, as Digital World required from time to time. Digital World agreed to pay the affiliate $15,000 per month for these services. The agreement was terminated on April 5, 2023, and $221,000 remained unpaid under the agreement as of December 31, 2024.”
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License Agreement“TMTG Sub Inc., formerly known as Trump Media & Technology Group Corp. (“TMTG Sub”) entered into a royalty-free license agreement (the “License Agreement”) with President Donald J. Trump and DTTM Operations, LLC, an entity that licenses President Donald J. Trump’s name and regulates his personal media assets and is beneficially wholly owned by President Donald J. Trump. The License Agreement required TMTG Sub to pay $100 upon the execution of this License Agreement and that such amount constituted full consideration and a fully paid-up royalty covering the entire term of the License Agreement for the licenses granted in the License Agreement. TMTG Sub did not, and, as of the date of this Proxy Statement, TMTG Sub has not, paid any other amounts to President Donald J. Trump pursuant to the License Agreement.”
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License Agreement“Under the License Agreement, as amended, TMTG Sub has a royalty-free license to use “Trump Media & Technology Group Corp.” as its name. In addition, TMTG Sub has a royalty-free license to use the name and likeness of President Donald J. Trump, solely as necessary for TMTG Sub to commercialize Truth Social. The License Agreement prohibits use of President Donald J. Trump’s name or likeness for any other purpose and specifically excludes any use in connection with political activities, including political messaging, political fundraising, get-out-the vote efforts and uses that are controlled by or supportive of any political committees, candidates, policies or initiatives or associated with advocacy or electioneering. All uses of (and any modifications to) President Donald J. Trump’s name or likeness are subject to his prior approval. Further, the quality of any products or services offered under the License Agreement in connection with President Donald J. Trump’s name or likeness is subject to his control, and those products or services must in any event satisfy the highest standards for quality and reputation. The rights granted to use President Donald J. Trump’s name and likeness do not extend to any other member of his family.”
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License Agreement“President Donald J. Trump has agreed to channel non-political communications and posts coming from his personal profile to the Truth Social platform before posting that same social media communication and/or post to any other social media platform that is not Truth Social until the expiration of the “DJT/TMTG Social Media 6-Hour Exclusive” which means the period commencing when President Donald J. Trump posts any social media communication onto the Truth Social platform and ending six hours thereafter; provided that he may post social media communications from his personal profile that he deems, in his sole discretion, to be politically-related on any social media site at any time, regardless of whether that post originates from a personal account. As president, most or all of President Donald J. Trump’s social media posts may be deemed by him to be politically related. Consequently, TMTG may lack any meaningful remedy if President Donald J. Trump minimizes his use of Truth Social. Additionally, none of the limitations or exclusivity contained in the License Agreement will apply to any business ventures of President Donald J. Trump or The Trump Organization or their respective affiliates.”
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License Agreement“Unless notice is given, the term of the DJT/TMTG Social Media 6-Hour Exclusive (the “TMTG Social Media Exclusivity Term”) extends in perpetuity for additional 180-day terms. In the event of a force majeure as described in the License Agreement that lasts longer than three days, or if the TMTG Platform is not available to President Donald J. Trump for a period of three or more consecutive days, President Donald J. Trump will have the right to invoke the suspension of the “DJT/TMTG Social Media 6-Hour Exclusive.” If the TMTG Social Media Exclusivity Term were to expire but the License Agreement remained in effect, President Donald J. Trump would be required to post non-political communications contemporaneously to Truth Social and Non-TMTG Social Media. However, that obligation would also exempt any communications that President Donald J. Trump deems, in his sole discretion, to be politically-related.”
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License Agreement“President Donald J. Trump has the right to terminate the License Agreement if (i) the quality of any product or service falls below the required level and is not restored immediately (but not later than 30 days) after notification or (ii) TMTG Sub causes or permits (a) any use of President Donald J. Trump’s name, likeness or other characteristic in any manner that denigrates or ridicules the name, image or reputation of President Donald J. Trump, any member of his family, or any of his or her business properties, (b) uses of such name, likeness or other characteristic other than as permitted in the License Agreement, (c) alternations or distortions of such name, likeness or other characteristic without President Donald J. Trump’s written consent, or (d) creation of any direct, indirect or implied endorsement or commercial tie-in with any product or service that is not offered by TMTG Sub, and the applicable foregoing condition ((a)-(d)) is not cured within thirty days after notice. The license is in any event revocable by President Donald J. Trump and subject to all of the conditions and limitations in the License Agreement.”
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License Agreement“The term of the License Agreement will continue in perpetuity, except that it may be terminated by TMTG Sub for convenience or by President Donald J. Trump for a breach of TMTG Sub’s obligation to ensure that any products or services offered or marketed using President Donald J. Trump’s name or likeness meet the highest standards of quality and reputation if such breach is not cured immediately (but no later than 30 days) after notification.”
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License Agreement“President Donald J. Trump has agreed not to compete with Truth Social by founding, developing or obtaining a controlling interest in a social media platform that includes one or more material features that directly compete with any of the material features of Truth Social. President Donald J. Trump may otherwise compete with Truth Social, including by managing or otherwise working with any other social media platform.”
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License Agreement“TMTG Sub may not terminate the License Agreement based on the personal or political conduct of President Donald J. Trump, even if such conduct could negatively reflect on TMTG Sub’s reputation or brand or be considered offensive, dishonest, illegal, immoral, or unethical, or otherwise harmful to TMTG Sub’s brand or reputation. Further, TMTG Sub may be obligated to indemnify President Donald J. Trump for any losses of any type that relate in any way to the License Agreement, including any such losses attributable to President Donald J. Trump’s own offensive, dishonest, illegal, immoral, unethical or otherwise harmful conduct.”
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Lock-Up Agreements“On March 25, 2024, Digital World entered into separate Lock-Up Agreements with each of its post-merger directors and officers, pursuant to which they were contractually restricted from selling or transferring any of (i) their shares of TMTG’s common stock held immediately following the closing of the business combination (the “Business Combination”) pursuant to the Merger Agreement (the “Merger Agreement”) by and among the Company, Digital World, and the other parties thereto (the “Closing”) and (ii) any of their shares of TMTG’s common stock that resulted from converting securities held immediately prior to the Closing. Such restrictions became applicable commencing from March 25, 2024 (the “Closing Date”) and ended on September 25, 2024.”
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