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Former President Donald Trump is poised to receive an additional 36 million shares of Trump Media Tuesday — an “earnout” bonus worth more than $1.25 billion, at Monday’s price.
Trump Media, which owns the Truth Social app, was trading at around $35 per share mid-day Monday.
But that price is twice the $17.50 benchmark minimum share price, which the DJT ticker has to hit by the close of trading Tuesday, for Trump to become eligible for the extra so-called earnout shares.
That earnout is contingent on the benchmark being hit for 20 trading days within a 30-trading day period, beginning March 25. Tuesday is the 20th day and it is very unlikely that DJT will fall below the benchmark price by the end of that day.
Trump Media’s share price was down about 1.8% as of 12:17 p.m. ET
The 36 million additional for Trump would be added to the 78.75 million shares he already owns, as the company’s majority shareholder.
When the earnout shares are added to his existing stock, Trump’s total stake in Trump Media would be worth more than $4 billion on paper, at $35 a share.
Trump Media has the power to issue a total of 40 million earnout shares, as part of the merger deal that combined it with a publicly traded shell company, Digital World Acquisition Corp.
“Assuming the full issuance of the Earnout Shares, President Donald J. Trump will receive 36,000,000 Earnout Shares,” the company said in a securities filing. The filing suggests that some, if not all, of the remaining shares will be issued to Trump Media’s executive officers as part of an incentive plan.
Trump was in a New York City courtroom Monday, listening to opening statements in his criminal hush money trial. Court resumes on Tuesday for the presumptive Republican presidential nominee.
The merged company, whose full name is Trump Media & Technology Group Corp., began public trading under the DJT ticker on March 26, at an opening price of $70.90 per share.
That price rose to a high of nearly $80 that day, briefly giving the company a market capitalization of more than $9 billion. This was despite having reported a 2023 net loss of $58 million, and just $4.1 million in revenue.
But since then, Trump Media’s share price has plunged. By the close of trading on April 15, the share price had fallen nearly 68% from its opening price.
The stock price rose sharply last week. But as of Monday, Trump Media shares were still trading around 50% lower than the price they debuted at last month, erasing billions of dollars in market capitalization for the company.
Even with a much lower stock price, Trump is almost certain to receive all of his earnout shares.
That’s because the threshold share price at which Trump will receive all 36 million of his earnout shares was set at $17.50. The last time the stock traded at that price was in January, before the Securities and Exchange Commission greenlighted DWAC and Trump Media’s plans to merge.
It remains to be seen if the issuance of the earnout shares to Trump will affect the share price of Trump Media.
Any shares that Trump owns are subject to a lock-up provision that prevents him from selling them in the six months following the merger’s closing date.
While Trump Media’s board could amend that provision, to date, it has not taken any steps to do so.
CNBC asked a company spokeswoman about the expected triggering of Trump’s earnout shares.
She replied, “With more than $200 million in the bank and zero debt, Trump Media is fulfilling all its obligations related to the merger and rapidly moving forward with its business plan.”
