Former President Donald Trump is on the cusp of scoring a major financial bonanza – at least on paper.
As long as Trump Media & Technology Group’s share price doesn’t spectacularly implode before Tuesday’s closing bell, Trump is on track to receive another 36 million shares as the owner of Truth Social.
This milestone is on track to be hit after the market closes on Tuesday.
Even though Trump Media is losing money and Truth Social is very tiny, those new shares Trump is in line to receive would be valued at about $1.3 billion at current prices.
Trump’s net worth has been on a roller coaster ride ever since his social media company finalized its deal to go public late last month. The former president is the dominant shareholder in a stock that has been called a “meme stock on steroids.”
Although Trump Media’s share price has been cut in half since peaking on March 27, it’s still trading comfortably above levels that would trigger certain performance provisions in the merger agreement.
According to SEC filings, Trump Media can issue additional shares to pre-merger shareholders such as the former president if the dollar volume-weighted average price equals or exceeds $12.50 for any 20 trading days within any 30 day trading period beginning on March 25.
The full earnout of 40 million shares would be triggered if that price metric equals or exceeds $17.50 over the same timeframe.
Tuesday marks the 20th trading day and Trump Media’s share price has not traded below the $17.50 level at any point since the clock started on March 25.
“It seems almost certain to me that the earnout conditions will be satisfied at this point, given how high the share price has been,” said Michael Ohlrogge, an associate professor at the NYU School of Law.
Trump’s dominant stake
The merger agreement calls for Trump to receive 90% of those earnout shares, translating to 36 million additional shares.
According to SEC filings, Trump Media can issue additional shares to pre-merger shareholders such as the former president if the dollar volume-weighted average price equals or exceeds $12.50 for any 20 trading days within any 30 day trading period beginning on March 25.
The full earnout of 40 million shares would be triggered if that price metric equals or exceeds $17.50 over the same timeframe.
Tuesday marks the 20th trading day and Trump Media’s share price has not traded below the $17.50 level at any point since the clock started on March 25.
“It seems almost certain to me that the earnout conditions will be satisfied at this point, given how high the share price has been,” said Michael Ohlrogge, an associate professor at the NYU School of Law.
Trump’s dominant stake
The merger agreement calls for Trump to receive 90% of those earnout shares, translating to 36 million additional shares.
That would give Trump an even more dominant stake of 114.75 million shares, amounting to 65% of the total outstanding shares, according to filings.
Of course, Trump Media’s share price is subject to extreme volatility, meaning the value of this stake can swing wildly.
There are also practical and legal restrictions that would likely prevent Trump from cashing in this stock anytime soon.
According to filings, the earnout shares Trump appears to be in line to receive are subject to the lock-up restrictions that prevent insiders from selling or borrowing against their stock for months after the merger closed.
Even if Trump was able to get around this lock-up agreement, experts say it would be practically difficult for him to sell a sizable chunk of his stake without causing a crash in the share price. After all, Trump is the largest shareholder, chairman and most popular user on Truth Social.
‘Grossly overvalued’
Even though Trump Media’s share price has retreated since spiking to $66 last month, experts warn it remains overvalued based on fundamental metrics.
One common way to value stocks is to compare its price relative to its revenue.
The average social media stock trades at a price-to-sales ratio of roughly 10x, according to Matthew Kennedy, senior IPO strategist at Renaissance Capital. That peer group includes Facebook owner Meta, Pinterest, Snap, Reddit and Rumble.
By comparison, Trump Media is trading at north of 1,200 times sales, according to Kennedy.
“The stock appears to be grossly overvalued,” said Jay Ritter, a finance professor at the University of Florida.
Ritter, who has been studying IPOs for four decades, expects Trump Media’s share price to eventually plunge to just $1 or $2 per share.
Trump Media gives short-selling prevention tips
Ohlrogge, the NYU professor, said Trump Media’s share price is “responding primarily to non-rational factors.”
For instance, Ohlrogge pointed to how the stock plunged last week after the company indicated it plans to register new shares.
“There should have been nothing surprising about that filing since it was just doing precisely what the company said it would do after it went public…There was no real rational reason to have a negative impact on the price,” he said, adding that the price reflects the “whims and sentiments of very uninformed traders, driving the price this way and that.”
In a sign that Trump Media is worried about its share price, the company took the unusual step last week of telling its shareholders how to avoid their stock from being loaned to short sellers betting against it.
Trump Media updated a FAQ section on its website to include the short-selling prevention tips.
“That is highly unusual,” said Peter Byrne, a securities lawyer at Cooley who focuses on companies going public. “We don’t typically see companies publish information like this.”
Source: CNN
