Thank you for standing by. My name is John, and I will be your conference operator today. At this time, I would like to welcome everyone to the Trump Media & Technology Group's earnings conference call for the third quarter 2026. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, management will be addressing pre-submitted questions live. I would now like to turn the call over to Scott Glabe, General Counsel. Thank you, sir. Please go ahead.
Thank you. Good afternoon, and welcome to Trump Media & Technology Group's quarterly earnings call, in which we will cover the period ended September 30, 2026. We appreciate everyone joining today. Before we begin, I'd like to remind everyone that certain statements made during today's call constitute forward-looking statements within the meaning of the federal securities laws. These statements are based on management's current expectations and are subject to risk and uncertainties that could cause actual results to differ materially. Please refer to our Securities and Exchange Commission filings for discussion of these risk factors. Additionally, certain statements may include Non-GAAP financial measures. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, our reported results prepared in accordance with U.S. GAAP. All Non-GAAP financial measures referenced in today's calls are reconciled in our earnings release to the most directly comparable GAAP measure.
Joining me today are Kevin McGurn, our Interim Chief Executive Officer, and Phillip Juhan, TMTG's Chief Financial Officer. As previously noted, we've collected several questions in advance of today's call. We will address many of the themes from those questions during our prepared remarks, after which we will address several questions directly. With that, I'll turn the call over to Kevin.
Thanks, Scott. Good afternoon, everyone. Right out of the gate, I want to address our post-election stock movement. If you've watched our ticker this past week, you saw a familiar pattern. We showed signs of a rebound leading into the midterms and dropped sharply the moment the votes were counted. Let's be candid. Sometimes our stock memes before it responds to traditional inputs. We've traded as a proxy for the news cycle and political sentiment, not for what we're actually building day-to-day. While the market was trading on headlines, the underlying business didn't flinch. Our balance sheet didn't change from Tuesday to Wednesday. Our product traction didn't reverse. If anything, the election was a stark reminder of why this company was built in the first place. Regulatory crackdowns and online censorship are always only one election away.
The political climate shifts fast, and having a truly independent, uncancelable platform isn't just a philosophy, it's our commercial moat. Let's look at the traditional inputs that sentiment hasn't caught up to yet. First, revenue grew 205% year-over-year to $3 million, and 78% sequentially. That is driven by contracted recurring subscription revenue. The launch of Truth API in August immediately validated our proprietary data has enterprise institutional value. Second, our cost structure has fundamentally shifted. With legal disputes behind us, legal expenses plummeted from over $20 million per quarter in the first half of 2026 to $2.4 million this quarter. That is operational capital staying inside our ecosystem. Third, I want to be very clear about our capital strategy, we ended the quarter with $2.5 billion in total assets and $2.3 billion in financial assets. That liquidity gives us immense flexibility.
We intend to use our cash and available credit to clean up our cap table and address our bond obligations. We are in the fortunate position of not needing to tap the public markets for equity. Although, we intend to continue to evaluate the tools available to us to maintain our financial flexibility in response to changing markets and our capital needs. Our focus, though, is protecting and growing shareholder value, not diluting it. Finally, the largest traditional input on our horizon, our merger with TAE Technologies. Last Thursday, the SEC declared our Form S-4 effective. This is a massive regulatory milestone. The definitive proxy materials are going out to shareholders of record as of November 2nd, and our special meeting is scheduled for December 14th. We fully remain on track to close by the end of the year.
When our merger closes, we solidify public market investor access to the future of energy in our country and around the world. Just like free speech, energy independence and energy dominance will be a legacy that lasts well beyond an election cycle or term of office. TAE Technologies, for its part, brings groundbreaking innovation in fusion energy and Empower Solutions, technology for super-intelligent data centers. Once our merger closes, public market investors will have direct access to a company working to advance American energy independence. Like free speech, energy independence is a legacy that will last well beyond any election cycle or term of office. Each of the businesses stands on its own merits, both reflecting the power of American innovation and our commitment to long-term shareholder value. We cannot control short-term trading sentiment.
What we can control is executing the merger, growing contracted recurring revenue, eliminating overhead, and safeguarding our capital structure. I encourage every shareholder to read the proxy materials and vote ahead of December 14th. With that, I'll hand it over to Phillip to walk through the third quarter financial results, balance sheet, and treasury framework. Phillip.
Thanks, Kevin. The company reported third quarter revenue of approximately $3 million, up 78% sequentially from the second quarter of 2026, and over 200% year-over-year from the third quarter of 2025. The revenue growth occurred primarily in our media segment, driven by subscription revenue related to Truth API and Truth+, an increase in advertising revenue on our Truth Social platform, and higher management fees earned from our Truth.Fi ETF offerings. We will continue to develop these nascent revenue streams and new initiatives, including Truth API, which we launched on August 1st of this year. Truth API is a business-to-business data feed subscription that provides licensed, low-latency access to publicly available posts from certain top Truth Social accounts.
Excluding gains and losses from digital assets and digital assets pledged, we reported total operating expenses of $26.5 million in the third quarter, down 45% sequentially from the second quarter of 2026, and 37% year-over-year. Our improved cost structure was driven by meaningfully lower legal expenses in the quarter. Legal fees were just $2.4 million in 3Q, and that was down from over $20 million in 2Q, and that is following the July 2026 resolution of the remaining SPAC-related matters. Our net income is impacted by the price volatility of digital assets, particularly Bitcoin. Net income was $409.7 million for the quarter, up over 270% sequentially from the 2Q loss. The increase was driven almost entirely by the mark-to-market of our digital assets, our digital assets pledged, and related securities.
As of September 30th, we held approximately 15,649 Bitcoins, of which roughly 11,385 were pledged to our Bitcoin Yield Management Program, along with 7 million shares of IBIT. In July, we began transitioning the company's holdings into the Yield Management Program, using proceeds from a partial sale of our IBIT holdings to acquire 4,359 Bitcoins during the third quarter, consistent with the shift toward a more diversified third-party institutional approach to managing the digital asset components of our treasury. The $378.1 million reported gain on digital assets in the third quarter largely reflects the 42% increase in the price of Bitcoin to approximately $84,000 on September 30th, from approximately $59,000 on June 30th. In addition, we reported an investment gain of $60 million in the third quarter, primarily realized and unrealized gains on Bitcoin-related securities, up over 180% from our second quarter investment loss.
This reflects the 42% increase in IBIT's closing share price to roughly $47 on September 30th, from roughly $33 on June 30th. The year-over-year comparison is not as meaningful here, since we were still establishing our Bitcoin and related securities positions during the third quarter of last year. Adjusted EBITDA, earnings before interest, taxes, depreciation, and amortization, adjusted for certain non-cash items, was a loss of $12.3 million in the third quarter, a 65% improvement sequentially. We reported net cash used in operating activities of $28.4 million year-to-date through the third quarter of 2026, compared to $2.6 million of cash provided by operating activities in the prior year period.
The decline was due in part to management's decision to pause our digital asset yield strategy as we pivoted to third-party institutional management of our digital assets, as well as receiving yield income in Bitcoin rather than fiat dollars, which reduced operating cash flow relative to recent quarters. Importantly, we ended the third quarter with $2.3 billion of gross financial assets. That's primarily comprised of $182 million in cash, $31 million of restricted cash, $211 million in short-term investments, and $1.7 billion in Bitcoin and Bitcoin-related assets. This balance sheet strength gives us flexibility we need to address the nearly $1 billion in outstanding convertible notes as they come due. To highlight this point, our net financial assets, net of debt, were approximately $1.3 billion as of September 30th.
I'll now turn the call back over to Kevin for closing remarks before we begin the Q&A session.
Thanks so much, Phillip. Before addressing your questions, let's summarize the baseline as we head into year-end. Closing the TAE merger, which is expected by the end of 2026. Two, accelerating contracted recurring revenue and quarterly ad revenue as a strategic focus through Truth API, Truth+, and of course, Truth Social. Protecting our equity, leveraging cash and credit to clean up the capital structure rather than diluting shareholders and mitigate the short position pressuring our stock. Four, maintaining complete transparency so that the long-term investors can value us on operating reality, not election noise. Thank you so much for your continued partnership, and let's move on to our questions.
Thank you, team. At this time, I'll pass the floor over to Ms. Shannon Devine for the question-and-answer session.
Thank you, operator. Our first question comes from our friends at The New York Times. This question concerns the noteholder right of repayment on November 30th with regards to the $1 billion convertible note. Does the company have an estimate as to how much it will repay to the noteholders seeking repayment, and how does the company plan to cover those repayments?
Sure. This is Scott. I'll address the first part of the question and then turn it over to Kevin to address the second part. With respect to how much the company might pay to noteholders seeking repayment, we can't say with specificity at this time, because pursuant to the note documents, notice has gone out to the holders, and they have a period of time extending towards the end of the month to let us know whether they're going to seek repayment. So that process is still ongoing as of today. That being said, we're certainly posturing to address the notes as of November 30th, and I'll turn it over to Kevin to talk about how we're thinking about that timeline and our strategy for addressing the principal balance of the outstanding convertible notes.
Great. Yeah, as we stated earlier, we've got $2.3 billion of assets on the books, and our current thinking is using a mix of cash and credit to repay the notes. Right now, we're not inclined to issue any additional equity, and we want to preserve as much of our Bitcoin as possible to continue our yielding strategy and allow that asset to recover.
Great. Thanks, Kevin. Our next question: Was a buyback ever completed in Q3?
Yeah, this is Phillip. We do have an approved $400 million share repurchase authorization in place, and we previously used $40 million of that authorization. However, there were no repurchases completed during the third quarter.
Our next question is related to the merger. What will the TAE float be after the merger is completed?
Yeah, this is Phillip again. I will take that. This is a merger of equals, and the combined company share count will be approximately double the current float. From about 300 million shares outstanding today to approximately 600 million shares on a fully diluted basis.
Thank you. Our next question: Any update on the February 2nd token?
Yes, this is Scott, and we do have an update that was included in the Form 10-Q filed this afternoon, which I will briefly summarize. As many folks know, on December 31, 2025, TMTG announced a digital token initiative and subsequently set a record date for February 2, 2026. TMTG worked toward implementation of this initiative and assessed the feasibility of potential methods to distribute digital tokens to shareholders. TMTG has now determined it is in the best interest of the company and its shareholders to discontinue such planned token distribution, particularly in light of challenges associated with obtaining necessary information from shareholders classified as objecting beneficial owners, also known as OBOs. Instead, the company will offer benefits and incentives, including, for example, discounts and promotions to bonafide shareholders as of the February 2, 2026 record date, as management determines to be reasonable and feasible going forward.
Thank you, Scott. This one's for Kevin. Kevin, what are your main priorities pre-merger close?
Sure. I mean, first and foremost, closing the merger. It's our priority. It's been our priority all year. We are excited about the progress that we've made, that our Form S-4 has gone effective. Again, I can't stress enough how big of a milestone that is for the business and for the certainty of the close of that merger. Secondly, we have addressed this already, but we're solving our bond situation, and we're protecting against dilution. We've come up with a strategy and are working towards the mix that we'll put into market to satisfy that requirement. We want to maintain as much Bitcoin as possible to continue to run our yielding program. Then, of course, each and every day through the merger and after, we're running our media business. Our media business is a crown jewel asset. We have a lot of activity, obviously, on the service.
You'll continue to hear more from us in product launches and other types of activity. But we continue to growth market. We're acquiring content. We're selling advertising. We're licensing data. Just like every other media business, we're hyper-focused on the fourth quarter and finishing strong for the year.
As a shareholder, what do I need to be doing or doing ahead of the TAE merger?
This is Scott again, and the short answer is vote. As Kevin mentioned, our registration statement on Form S-4 was declared effective last Thursday, and on Friday, November 6, we filed a proxy statement. We have set a special meeting date in connection with the merger of December 14, 2026, and that will be for all individuals who are shareholders as of the record date, which is November 2, 2026. Please stay tuned. More details will be distributed about the specifics of when and how and where to vote, but the company very much values its many hundreds of thousands of shareholders and looks forward to their participation in the upcoming special meeting.
Thanks, Scott. Our last question: What was the strategy behind the company running a national television ad during the Eternal City Tip-Off in Rome?
Yeah, great question. We continue to look for opportunities to growth market our business, not dissimilar to our participation and support for the UFC Freedom 250 on the South Lawn of the White House. The Eternal City Tip-Off was a basketball game between Notre Dame and Villanova in Rome, with a high concentration of a Catholic community, a faith-based community, marrying with sports and the international expansion of that sport for all of those audiences. So, whenever we see the opportunity to partner with great folks like Fox, EverWonder Studios, and run a national television spot to start to growth market and make folks aware of the content on our platform, we are going to take it. We are going to continue to do that through the course of the fourth quarter and then on into 2027. So, we are really excited about our opportunity.
We're really excited about the things we're doing on the service. We want to go out there and tell people about it, and the Eternal City Tip-Off was one of the best ways that we could do that.
Thank you. Ladies and gentlemen, thank you for your participation. That does conclude today's teleconference. Please disconnect your lines at this time, and have a wonderful day.