Trump Media's Insider Sell-Off: A Governance Warning for SPAC Investors

The merger of Trump Media & Technology Group (TMTG) with Digital World Acquisition Corp. (DWAC) in March 2024 was supposed to be a landmark moment for Donald Trump's media venture, offering a public listing and a path to growth. Instead, the deal has become a case study in corporate governance risks, underscored by a wave of insider stock sales that signal profound skepticism among the company's leadership. As board members divest millions of dollars in shares post-merger, investors are left to question whether the opacity of SPAC transactions and the opaque governance of TMTG's leadership make this a high-risk bet.

The SPAC Merger: A Rocky Start

The TMTG-DWAC merger was anything but smooth. After delays dating back to its 2021 announcement, the deal closed in March 2024 with far less capital than originally promised. The PIPE financing that was supposed to raise $1 billion collapsed, leaving TMTG with just $293 million from DWAC's IPO—a fraction of its initial goal. Even worse, post-merger financials revealed catastrophic losses: a $400.9 million net loss in 2024 on revenue of just $3.6 million. To top it off, regulators have scrutinized the company for alleged ties to Russian banks, misleading disclosures, and a $18 million SEC settlement in 2023.

Insider Sell-Off: A Flood of Red Flags

Amid this turmoil, TMTG's board members have been aggressively selling their shares. Between December 2023 and June 2025, insiders executed 19 sales with no purchases, according to Quiver AI data. The scale of these transactions is staggering:

• Devin Nunes (CEO/Chairman): Sold $1.57 million in shares.
• Phillip Juhhan (CFO): Offloaded $1.65 million.
• Scott Glabe (General Counsel): Unloaded $1.53 million.

These sales are not isolated. Collectively, executives unloaded over $5.7 million in stock during a period when the company's cash reserves dwindled and its stock price fell 48% from its 2024 peak. The timing is critical: the bulk of these sales occurred after the merger closed, when TMTG's leadership should logically be doubling down on confidence in its future.

Governance Gaps and Market Signaling

The sell-off raises serious governance questions. SPAC mergers are notorious for their lack of investor protections, but TMTG's case is extreme. The company's leadership retains enhanced voting rights, allowing Trump and his allies to control decisions despite minority ownership. This structure creates a stark misalignment: insiders can sell freely while retaining operational control, leaving shareholders exposed to risks like regulatory fines or operational failures.

Investors should also note the regulatory red flags. The SEC's probe into DWAC's undisclosed ties to Chinese entities and the ongoing money laundering investigation into a $8 million loan from a Russian-linked bank highlight systemic governance failures. When combined with lawsuits over diluted ownership stakes and a dismissed auditor, the picture is one of a company struggling to meet basic transparency standards.

Why This Matters for Investors

The insider sell-off is a textbook example of market signaling gone wrong. In a healthy company, executives typically hold shares to align with shareholder interests. TMTG's leadership, however, is doing the opposite. The message is clear: insiders see little value in waiting for a turnaround.

For investors, this is a warning. SPAC-linked stocks often trade on narrative and speculation rather than fundamentals, but TMTG's governance flaws and leadership disengagement make it a particularly risky bet. Even the company's $400 million buyback program—a supposed confidence-building move—feels hollow when paired with the board's own retreat from ownership.

The Bottom Line: Proceed with Caution

Investors in TMTG should re-evaluate their positions. The company's financial losses, regulatory liabilities, and leadership's rush to sell shares all point to a high-risk profile. While SPACs may offer quick exits for founders, they rarely deliver long-term value without robust governance.

Recommendation: Avoid TMTG (DJT) unless there's a credible turnaround plan—including clearer disclosures, leadership accountability, and a path to profitability—that meaningfully addresses these governance red flags. Until then, this stock remains a cautionary tale about the perils of investing in opaque, politically charged SPAC mergers.

In the end, the real signal isn't the stock price—it's the board's behavior. When insiders run, investors should too.