President Donald Trump’s control of the publicly traded media company that bears his name is weakening as a result of the company’s plan to pursue a new stake in Bitcoin.
Trump Media & Technology Group, the owner of social-media network Truth Social, on Tuesdaydisclosed plansto issue $1.5 billion worth of new stock and $1 billion in convertible notes, with the proceeds to be invested in Bitcoin. The new shares would dilute the present owners, including shares held by the Trump family, pushing its share of the stock—and the votes that come with it—below 50% for the first time.
Without majority control of the votes, Trump and his family could be outvoted over key decisions and lose control over the social network. The stock of Trump Media, which has yet to turn a profit, fell 10% to $23.05 a share on Tuesday. The Nasdaq Composite rose 2.5%.
Trump Media’s chief executive, former California congressman Devin Nunes, was awarded $47,640,469 in stock and cash compensation last year, when the company’s revenue was $3,618,800. That put Nunes’ compensation at 13 times annual revenue. The average for public companies with $1 million to $5 million in earnings was less than one year’s revenue, Barron’s reported.
There is little precedent for a president to have a large stake in a publicly traded company, let alone one that bears his name. Trump has faced questions about the potential for conflicts of interest since the company was listed under the ticker DJT on the Nasdaq in March 2024 via a blank-check merger.
Trump placed his shares in a revocable trust in the name of his son Don Jr. in December. As its name suggests, the trust can be revoked at any time, returning the shares to the president, who is listed as an “indirect owner” of Trump Media stock in Securities and Exchange Commission filings. Trump’s son is a director of Trump Media.
A spokesman for Trump referred a request for comment to the White House Press Office. That office replied, “You need to reach out to Trump Media – the WH is an official entity.”
In a statement to Barron’s, Trump Media’s spokesperson lauded the company’s Bitcoin plan but didn’t address how it will affect the Trumps’ stake.
The trust in Don Jr.’s name owns 114.8 million shares of the stock. That amounted to 52% of the total shares outstanding prior to Tuesday’s issuance plan. Under the plan, Trump Media would sell $1.5 billion shares at $25.72 a share, according to SEC filings. That would add approximately 58.3 million shares, diluting the Trumps’ share of the outstanding stock to 41%.
Unlike some listed companies, Trump Media doesn’t have a separate class of shares with special voting rights, meaning the Trump family could be outvoted by other shareholders.
“It should be noted that normally a large blockholder has effective control with less than 50% of the votes because many retail investors don’t vote, and it is unlikely that 100% of other shareholders who do vote would vote in opposition,” said Jay Ritter, professor emeritus at the Warrington College of Business at the University of Florida.
“In this case, where a lot of retail holders are Trump fans, it’s unlikely that a lot of holders would vote against his son,” Ritter said.
Trump Media is also issuing convertible notes—a form of debt—that can be turned into shares at a price of $34.72. Any conversions would further dilute the president’s plan.
Trump or his son could purchase additional shares, but that would trigger a disclosure requirement. The new shares were sold to institutional investors in a private sale, according to Trump Media, making them unlikely to go to individual members of the Trump family.
Allies of the president may also own stock and could support him in any shareholder vote. Only those with holdings of 5% or more are required to disclose their positions.
Attorney General Pam Bondi disclosed earlier this month that she had sold between $1 million and $5 million worth of DJT stock.
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