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M&A Announcement

Dec 18, 2025

Operator

Good day, and thanks for listening to a joint address regarding the planned merger of Trump Media & Technology Group and TAE Technologies. As a reminder, today's remarks include forward-looking statements based on current expectations. Actual results may differ materially due to factors described in TMTG's SEC filings and in today's news release, which includes other important information about the transaction. In addition, neither TMTG nor TAE undertakes to publicly update or revise any forward-looking statements contained in today's remarks. Let me now introduce Devin Nunes, TMTG's President and CEO, to kick off today's remarks.

Devin Nunes
CEO, Trump Media & Technology Group

Good morning. Thank you for joining us. I'm excited to be here alongside Dr. Michl Binderbauer , Chief Executive Officer of TAE Technologies, to discuss the merger between two companies, TMTG and TAE Technologies. We are confident this transaction will create significant value for shareholders and owners of both companies. I will briefly walk through the transaction rationale before turning the call over to Michl, who will provide more detail on TAE's technology and breakthroughs, and to share his perspective on why this business combination is so transformative. Trump Media & Technology Group has built uncancelable infrastructure to secure free expression online for Americans, and now we're taking a big step toward a revolutionary technology that will cement America's global energy dominance for generations.

Fusion power will be the most dramatic energy breakthrough since the onset of commercial nuclear energy in the 1950s, an innovation that will lower energy prices, boost supply, ensure America's AI supremacy, and revive America's manufacturing base and bolster national defense. With TAE Technologies, the world's premier fusion power company, this combination positions the combined company to help lead the global AI revolution and kickstart an American energy renaissance. In short, this deal will create America's first publicly traded fusion power company. Why is fusion power revolutionary? It's because fusion power plants are now feasible at commercial scale, and they will produce reliable, cost-effective, dispatchable, and carbon-free electricity and industrial heat with no nuclear meltdown risk or radioactive waste. TAE, the undisputed leader in fusion power, is the ideal partner for us to achieve this breakthrough.

Founded 27 years ago, the company has successfully built five demonstration fusion reactors with a track record of safely reducing cost, size, and complexity, and it now stands ready to begin work on America's first commercial nuclear fusion plants. This merger fulfills TMTG's America First principles: fusion power will lower energy prices, bolster our national defense, and secure the energy needed to guarantee America's dominance of AI technology. The partnership also satisfies our M&A strategy: combinations that bring transformative technology, the potential for significant long-term value creation, and dramatic societal impact. We believe that we are ideally positioned to help usher in this energy revolution. Since becoming a public company last March, TMTG has amassed more than $3 billion in financial assets at the end of the third quarter of 2025, a source of funds that we can deploy to rapidly advance TAE's fusion technology.

Together with TAE, we will have the capital and public market access to scale TAE's vision to put abundant nuclear energy on the grid. Here's the structure of the deal: TMTG and TAE agree to combine in an all-stock transaction valued at more than $6 billion, inclusive of debt. Upon closing, TMTG shareholders will own approximately 50% of the combined company on a fully diluted equity basis. We expect this transaction to close in mid-2026, subject to satisfaction of customary closing conditions, including shareholder and regulatory approvals. The combined company will include the core division for developing fusion technology, TAE Technologies, supplemented by additional assets including TAE Power Solutions, TAE Life Sciences, and the Truth Social assets. Dr. Binderbauer and I will be co-CEOs of the combined company. We'll have a nine-person board with Michael Schwab serving as Chairman, Dr.

Binderbauer, Donald Trump Jr., myself, and five other independent board members to be selected and named later. We'll also have an advisory board featuring specialists with diverse backgrounds and wide-ranging expertise. We'll have a shareholder vote as well as a series of public filings, including an S-4 filing. We remain committed to maintaining transparency throughout this process. At close, we will bring America's first publicly listed nuclear fusion company, working to build and make operational at commercial scale a utility-scale nuclear fusion power plant. After closing, we plan to quickly seek approvals to site and build the company's first utility-scale power plant. We expect siting to commence by year-end 2026, setting us on path to build future plants expected to be 350-500 megawatts. With that, I'm pleased to turn the call over to Dr. Michl Binderbauer .

Michl Binderbauer
CEO, TAE Technologies

Thank you and welcome, everyone. Today is a big milestone for TAE, fully recognizing the dedication and passion of our people that worked tirelessly over the last quarter century to advance our research to the point that capital is now becoming our biggest challenge. As part of this transaction, TMTG will invest up to $200 million into TAE and another $100 million upon filing a Form S-4 with the SEC. This will allow us to accelerate our near-term objectives, and upon closing, their fortress balance sheet will propel us towards first power in 2031. A bit on the science: TAE has been rewarded by pursuing a differentiated approach from much of the fusion industry by combining plasma physics and accelerator physics. As Devin mentioned, fusion power is the answer, providing reliable, cost-effective, carbon-free electricity, and importantly, cost-competitive with conventional production.

The breakthrough on our fifth-generation reactor validated our design and allows us to move forward faster and with less complexity and lower cost. In short, that means we are ready to move to utility-scale fusion power. We plan to site our first plant next year, subject to regulatory approvals. The following generation of power plants are expected to be in the 350-500 megawatt range. We plan to move fast and bring abundant, safe, clean hydrogen-boron power to the grid. TAE is not an unknown success story, and we would not be here today without the enormous support from our partners and investors over the years. We have raised more than $1.3 billion in private capital from a host of smart companies that all recognize the value of our research, including Google, Chevron, Sumitomo, NEA, and Charles Schwab, among many others. To them, I offer my deepest gratitude.

I will now turn it back to Devin for closing remarks.

Devin Nunes
CEO, Trump Media & Technology Group

Thanks, Michl. I want to emphasize how powerful this partnership is. TMTG and TAE share a mission centered on American innovation and global energy leadership. By combining our strengths, we are positioning the company to lead the transition toward clean, abundant, sustainable power. In terms of next steps, we will continue advancing regulatory and shareholder approval. All transaction-related information and filings will be available on our investor relations site, and we will keep investors informed as milestones are achieved. Thank you again for joining today. We look forward to sharing more updates as we move toward closing.

Operator

Thank you. This concludes today's call. Thank you for your participation.

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