Trump will soon be able to sell shares in Truth Social's parent company. What's at stake?

[September 18, 2024]  By STAN CHOE and BARBARA ORTUTAY

NEW YORK (AP) — For all the debate about just how rich former President Donald Trump is, one thing is clear: His ownership stake in Trump Media & Technology Group makes him a billionaire.

The company behind the Truth Social platform is worth more than $3 billion on Wall Street, and Trump owns more than half of it. So far, Trump and other insiders in the company known as TMTG have been unable to cash in because a “lock-up agreement” has prevented them from selling any of their shares since TMTG began trading publicly in March.

Trump’s lock-up deal looks set to expire later this week. But if he sells, Trump risks sending a negative signal to other shareholders and prompting them to dump their shares. For now, Trump says he’s not selling.

Here’s a look at what the end of the lock-up could mean and what Truth Social actually does:

What’s the latest?
Trump on Thursday will be free to start selling his shares of TMTG as long as they don’t close below $12 before then. They closed Tuesday at $16.14.

Trump entered into the lock-up agreement in March, when TMTG merged with a shell company named Digital World Acquisition Corp. and took its place on the Nasdaq stock market.

Trump does not run TMTG. Its CEO is Devin Nunes, the former Republican U.S. Representative from California. But Trump is the biggest draw for its Truth Social network, posting his “truths” on the social-media platform.

How much of the company does Trump own?
Trump owned 57.3% of all the company’s shares, as of Aug. 15. Based on the company’s total market value of $3.23 billion, that made Trump’s stake worth $1.85 billion.

What is Truth Social?

Trump launched Truth Social, in February 2022, after he was banned from major sites such as Facebook and the platform formerly known as Twitter following the Jan. 6 attack on the U.S. Capitol. He’s since been reinstated to both — and endorsed by X owner Elon Musk — but he still mostly posts on his own platform.

While the platform sought to capitalize on the outrage over Trump’s social media bans to attract a broad audience, Truth Social, much like fellow right-leaning social media platforms Gettr and Parler, has not been able to move much beyond an echo chamber of conservative political commentary.

Truth Social is marketed as the antidote to mainstream social media apps, which Trump and his supporters say discriminate against their views and limit free expression, said Roxana Muenster, a doctoral student at Cornell University who studies the far-right and digital communication. Its audience, she added, is mainly Trump’s MAGA base. “There is also a lot of hate speech and extremism on the platform due to their lax approach to content moderation.”

As part of an agreement that runs until February 2025, Trump has agreed to wait six hours after posting on Truth Social before he can post any “non-political communications” on other social media platforms

However, this is at the former president’s sole discretion, and as the company notes in a regulatory filing, as “a candidate for president, most or all of President Trump’s social media posts may be deemed by him to be politically related.”

How does TMTG make money?

The company said in a recent regulatory filing that it relies on advertising for all of its revenue. That revenue is miniscule — it took in just $836,900 in its most recent quarter, down 30% from $1.2 million a year earlier. For the three-month period that ended June 30, the company posted a loss of $16.4 million. About half of that was legal expenses related to its merger with Digital World.

In its latest quarter, Trump Media said it also incurred $3.1 million of technology consulting and software licensing expenses, mainly related to its software licensing agreement to power its new TV streaming service called Truth+.

The stock price chart for the Trump Media and Technology Group on the NASDAQ website is seen on a computer screen in New York on April 19, 2024. (AP Photo/Patrick Sison, File)

Unlike more mainstream social media platforms, Truth Social does not release information about certain measures of performance, such as signups and average revenue per user. This can make it more challenging for investors to determine how the company’s business is doing.

How has the stock been performing?

Poorly, for the most part. After sitting above $60 in March, it has tumbled toward $16.

A stock’s price is supposed to rise and fall with its prospects for making money, but critics say TMTG’s stock has instead tended to move with investors’ expectations for Trump’s re-election chances. It’s also been incredibly volatile, diving and soaring through pulse-raising swings day to day if not hour to hour. The stock has had 15 days since the start of April where it’s jumped or dropped more than 10%.

Has Trump commented about the decline in the stock?

At a press conference on Friday, he suggested it may be because of fears that he would sell his own shares. “It’s different if I leave,” he said.

Is that a legitimate fear?

The stock market works on supply and demand, and if many shares of any stock were suddenly to become available because a shareholder wanted to sell, that would likely hurt its price.

Beyond that, though, Trump is a huge draw for TMTG’s stock himself. A stock is generally worth whatever the latest and the next buyer will pay for it. Investors would likely be less willing to pay higher prices for TMTG stock if its main draw were selling his own shares of the company.

Has Trump said what he will do with his shares?

At the Friday press conference, he said he would not sell when the lock-up lifts. He said he does not need the money.

“No, I’m not selling,” he said. “No, I love it. I use it as a method of getting out my word.”

That caused a mini-rally for the stock of 11.8%.

If Trump were to sell, would he have to tell anyone?

Yes. Major investors who own more than 10% of a company must report their sales of its stock to the U.S. Securities and Exchange Commission within two business days.

How often do companies see big investors flood the market with their shares immediately after a lock-up period ends?

When there will be a lot of selling, companies often arrange for a follow-on offering, an organized sale where underwriters can find buyers for the shares rather than just dumping them into the market, according to Jay Ritter, an expert on initial public offerings at the University of Florida’s Warrington College of Business.

“With founders or large shareholders, such as Donald Trump, it is common for them to sell a modest fraction of their shares in order to diversify,” Ritter said. “It is unusual for them to sell a large fraction of shares as soon as they can.”

Does this situation look usual?

No, says Ritter, who believes TMTG’s stock price is too high relative to how much money the company is making and looks set to make.

Ritter said the stock could drop more than 80%. “Because of this probable large percentage decline, existing shareholders have a greater incentive than usual to sell now rather than wait,” he said.

That could push other big shareholders, such as CEO Nunes, “to sell a lot of their shares quickly, whether or not Donald Trump sells any of his shares.”

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