RUM 10-K & 10-Q changes, risk factors and insider trading

Weakened global economic conditions, including the effects of heightened inflation,conditions may affect our business and operating results.

Our overall performance depends in part on worldwide economic conditions. Global financial developments and downturns seemingly unrelated to us or our industry may negatively affect us.our business and operating results. The U.S. and other key international economies have been affected from time to time by falling falling demand for a variety of goods and services, restricted credit, reduced liquidity, reduced corporate profitability, weak economic growth, growth, volatility in credit, equity and foreign exchange markets, bankruptcies, implemented or threatened tariffs, trade wars, inflation and and overall uncertainty with respect to the economy. Weak economic conditions or the perception thereof, or significant uncertainty regarding the stability of financial markets related to stock market volatility, inflation, recession,recession risks, changes in governmental fiscal, monetary and tax policies, among others, could adversely impact our business and operating results.

High inflation rates in the U.S. and globally may result in reduced consumer confidence and discretionary spending, decreased demand by advertisers for our products and services, increases in our labor and other operating costs, constrained credit and liquidity, reduced government spending spending, and volatility in financial markets. TheWhile the Federal Open Market Committee of the Federal Reserve has raised, may again raise, or may delay lowering the target federal fundsimplemented rate cuts in responselate 2025, further cuts in 2026 are expected to concernsbe overlimited inflationin risk.light of inflationary risks. Higher than typical interest rates impact the cost of any borrowing that we may make from time to time and could impact our ability to access the capital markets. Higher than typical interest rates, especially if coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks. In an inflationary environment, we may be unable to increase our revenues at or above the rate at which our costs increase, which could negatively impact our operating margins and could have a material adverse effect on our business and operating results. In such an environment, in which we also face significant competition from larger and well-capitalized competitors, we may experience rising costs to secure the services of top content creators. We also may experience lower-than-expected advertising sales, reduced demand for our cloud services offerings, and potential adverse impacts on our competitive position if there is a decrease in consumer spending.

The growth of our user base, as measured by our current key performance metrics, including monthly active users (MAUs),MAUs, may not be sustainable and should not be considered indicative of future levels of active viewers and future performance. In addition, we may not realize sufficient revenue to achieve or, if achieved, maintain maintainprofitability. For the fiscal years ended December 31, 2025 and December 31, 2024, we incurred a significant net loss and did not achieve profitability. As we grow our business, our revenue growth rates may slow or reverse in future periods due to several reasons, which may include slowing demand for our services, increasing competition, a decrease in the growth of our overall market, an inability to scale our systems, technology or infrastructure effectively, and the failure to capitalize on growth opportunities or the maturation of our business. We may incur losses in the future for several reasons, including insufficient growth in the level of engagement, a failure to retain our existing level of engagement, increasing competition, the failure to continue to attract content creators with large followings, the payment of fixed payment obligations to content creators who join our platform that turn out to be unprofitable over the term of the applicable contract as a result of actual performance that does not meet our original modeled financial projections for that creator, the unavailability of certain popular content creators for extended periods of time due to personal or other reasons, as well as other risks described in these “Risk Factors,” and we may encounter unforeseen expenses, difficulties, complications and delays and other unknown factors. We expect to continue to make investments in the development and expansion of our business, which may not result in increased or sufficient revenue or growth, including relative to other comparable companies, as a result of which we may not be able to achieve or maintain profitability.

If we fail to maintain adequate operational and financial resources, particularly if weour continuebusiness returns to growa rapidly,period of rapid growth or experiences any significant change, we may be unable to execute our business plan or maintain high levels of service and customer satisfaction.

To manage growthchanges in our operations and personnel, whether driven by renewed growth, shifts in our business, or efforts to improve efficiency, we will need to continue to grow and improve our operational, financial, and management controls and our reporting systems and procedures. We will requireneed to incur significant capital expenditures and the allocation ofallocate valuable management resources to growadapt these areas to evolving business conditions, and changeour in these areas. Ourpast expansion has placed, and our expected future growthexpansion willor restructuring may continue to place, a significant strain on our management, customer experience, research and development, sales and marketing, administrative, financial, and other resources.

We anticipate that significant additional investments willmay be required to scale or reconfigure our operations and increase productivity, to address the needs of our customers, to further develop and enhance our products and services, including our cloud services business, to expand into new geographic areas areas, and to scalesupport withour business even if our overall growth.growth remains modest. If additional investments are required due to significant growth,growth or thisother will increasechanges in our business, our cost base,base would increase, which willmay make it more difficult for us to offset any future revenue shortfalls or periods of slower growth by reducing expenses in the short term.

Our future success depends in part on the continued growth in the use of our mobile apps and platforms by our users. The use of mobile technology may not continue to grow at historical rates, users may not continue to use mobile technology to access digital media and adjacent businesses, and monetization rates for content on mobile devices and connected TV apps may be lower than monetization rates on traditional desktop platforms. Further, mobile devices may not be accepted as a viable long-term platform for several reasons, including actual or perceived lack of security of information and possible disruptions of service or connectivity. In addition, traffic on our mobile platforms may not continue to grow if we do not continue to innovate and introduce enhanced products on such platforms, or if our users believe that our competitors offer superior mobile products. The growth of traffic on our mobile products may also slow or such traffic may decline if our mobile applications are no longer compatible with operating systems such as iOS, Android, WindowsWindows, or the devices they support. If the use of our mobile platforms does not continue to grow, our business and operating results could be adversely affected.

Our traffic growth, engagement, and monetization depend upon effective operation within and compatibility with operating systems, networks, devices, web browsersbrowsers, and standards, including mobile operating systems, networks, and standards that we do not control.

We make our content available across a variety of operating systems and through websites. We are dependent on the compatibility of our content with popular devices, streaming tools, desktop and mobile operating systems, connected TV systems, web browsers that we do not control, such as Mac OS, Windows, Android, iOS, ChromeChrome, and Firefox, and mobile application stores, such as Apple’s App StoreStore, and the Google Play Store. Any changes in such systems, devices or web browsers that degrade the functionality of our content or give preferential treatment to competitive content could adversely affect usage of our content.

A significant portion of our traffic accesses our content and services through mobile devices and, as a result, our ability to grow traffic, engagement and advertising revenue is increasingly dependent on our ability to generate revenue from content viewed and engaged with on mobile devices. A key element of our strategy is focusing on mobile apps and connected TV apps, and we expect to continue to devote significant resources to the creation and support of developing new and innovative mobile and connected TV products, services and apps. We are dependent on the interoperability of our content and our apps with popular mobile operating systems, streaming tools, networks and standards that we do not control, such as the Android and iOS operating systems. We also depend on the availability of the Rumble app on mobile app stores, such as Apple’s App Store and the Google Play Store, and if our access to such stores is limited or terminated, regardless of the legitimacy of the stated reasons, our ability to reach users through our mobile app will be negatively impacted. We may not be successful in maintaining or developing relationships with key participants in the mobile and connected TV industries or in developing content that operates effectively with these technologies, systems, tools, networks, or standards. Any changes in such systems, or changes in our relationships with mobile operating system partners, handset and connected TV manufacturers, or mobile carriers, or in their terms of service or policies that reduce or eliminate our ability to distribute and monetize our content, impair access to our content by blocking access through mobile devices, make it hard to readily discover, install, update or access our content and apps on mobile devices and connected TVs, limit the effectiveness of advertisements, give preferential treatment to competitive, or their own, content or apps, limit our ability to measure the effectiveness of branded content, or charge fees related to the distribution of our content or apps could adversely affect the consumption and monetization of our content on mobile devices. Additionally, our operating expenses willwould increase if the number of platforms for which we develop our product expands. In the event that it isbecomes more difficult to access our content or use our apps and services, particularly on mobile devices and connected TVs, or if our users choose not to access our content or use our apps on their mobile devices and connected TVs or choose to use mobile products or connected TVs that do not offer access to our content or our apps, or if the preferences of our traffic require us to increase the number of platforms on which our product is made available to our traffic, our traffic growth, engagement, ad targetingtargeting, and monetization could be harmed and our business and operating results could be adversely affected.

Our products and services depend on the ability of users to access our content and services on the internet. Currently, this access is provided by companies that have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companiescompanies, and government-owned service providers. Laws or regulations that adversely affect the growth, popularity or use of the internet, including changes to laws or regulations impacting internet neutrality, could decrease the demand for our products or offerings, increase our operating costs, require us to alter the manner in which we conduct our business and/or otherwise adversely affect our business. We could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense or otherwise negatively affect our business. For example, paid prioritization could enable internet service providers, or ISPs, to impose higher fees and otherwise adversely impact our business. Internationally, government regulation regulations concerning the internet, and in particular, network neutrality, may be developing or may not exist at all. Within such an environment, without network neutrality regulations, we could experience discriminatory or anti-competitive practices that could impede both our and our customers’ domestic and international growth, increase our costscosts, or adversely affect our business.

We track certain performance metrics, such as our MAUs, based on data from third parties. While these numbers are based on what we believe to be reasonable calculations for the applicable periods of measurement, our third-party providers periodically encounter difficulties in providing accurate data for such metrics as a result of a variety of factors, including human and software errors. We expect these challenges may continue to occur, and potentially to increase as our engagement grows. There are also inherent challenges in measuring usage across our large user base. For example, as further described in ourthe “Key Business Metrics” section,section herein, there is a potential for minor overlap in our usage data due to users who access Rumble’s content through the web, our mobile apps, and connected TVs in a given measurement period.

Third parties on which we rely for certain of our key metrics may make changes or improvements to their tools and methodologies. For example, starting July 1, 2023, Universal Analytics (“UA”), Google’s analytics platform on which we historically relied for calculating MAUs using company-set parameters, was phased out by Google and ceased processing data. At that time, Google Analytics 4 (“GA4”) succeeded UA as as Google’s next-generation analytics platform, which we used to determine MAUs since the third quarter of 2023 and which we expect to continue to use to determine MAUs in future periods. Although Google has disclosed certain information regarding the transition to GA4, Google does not currently make available sufficient information relating to its new GA4 algorithm for us to determine the full effect of the switch from UA to GA4 on our reported MAUs. Because Google has publicly stated that metrics in UA may be more or less similar to to metrics in GA4, and that it is not unusual for there to be apparent discrepancies between the two systems, we are unable to determine whether the transition from UA to GA4 has had a positive or negative effect, or the magnitude of such effect, if any, on our reported MAUs. It is therefore possible that MAUs that we reported based on the UA methodology for periods prior to July 1, 2023, cannot be meaningfully compared to MAUs based on the GA4 methodology in subsequent periods.

Competition for traffic and engagement with our content, productsproducts, and services is intense. We compete against companies that have greater financial resources and larger user bases. As a result, our competitors may acquire and engage traffic and users at the expense of the growth or engagement of our traffic and users, which would negatively affect our business. We believe that our ability to compete effectively for traffic and users depends upon many factors both within and beyond our control, including:

We also face significant competition for advertiser spend. In determining whether to buy advertising, our advertisers will consider the demand for our content, demographics of our traffic, advertising rates, results observed by advertisers, and alternative advertising options. The increasing number of digital media options available, through social networking tools and news aggregation websites, has expanded consumer choice significantly, resulting in traffic fragmentation and increased competition for advertising. In addition, some of the larger companies have substantially broader content, productproduct, or service offerings and leverage their relationships based on other products or services to gain additional share of advertising budgets. We will need to continue to innovate and improve the monetization capabilities of our websites and our mobile products in order to remain competitive. We believe that our ability to compete effectively for advertiser spend depends upon many factors both within and beyond our control, including:

Our cloud services business competes primarily with large, diversified technology companies that focus on large enterprise customers and provide cloud computing as a component of the suite of services and products that they offer, as well as smaller, niche cloud service providers. Many of our competitors and potential competitors, particularly the larger competitors, have substantial competitive advantages compared to us, including greater name recognition and longer operating histories; greater resources, including larger sales and marketing and customer support budgets; the ability to bundle products together; larger and more mature intellectual property portfolios; greater resources to make acquisitions ; and greater resources for technical assistance and customer support. Competitors to our cloud services business may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, and customer requirements. An existing competitor or a potential competitor could introduce new technology that reduces demand for our products and platform capabilities. In addition, some of our actual and potential competitors have been acquired by other larger enterprises and have made or may make acquisitions or may enter into partnerships or other strategic relationships that may provide more comprehensive offerings than they individually had offered or achieve greater economies of scale than we are able to achieve.

For the years ended December 31, 20242025 and 2023,2024, advertising revenue represents 66%50% and 74%66% of total revenue.revenue, respectively. In addition, a substantial portion of our revenue is derived from one advertiseradvertiser, accounting for approximately 16%5% and 46%16% of our revenue for the years ended December 31, 2024 2025 and 2023, 2024, respectively. As is common in our industry, our advertisers do not have long-term advertising commitments with us. In addition, addition, many of our advertisers purchase advertising services through one of several large advertising agency holding companies. Our revenue could be harmed by the loss of, or a deterioration in our relationship with, any of our largest advertisers or with any advertising agencies agencies or the holding companies that control them. Advertising agencies and potential new advertisers may view our advertising products and services as experimental and unproven, and we may need to devote additional time and resources to educate them about our products and services. Advertisers may cease doing business with us, or they may reduce the prices they are willing to pay to advertise with us, if we do not deliver ads in an effective manner, or if they do not believe that their investment in advertising with us will generate a competitive return relative to alternatives, including online, mobile, and traditional advertising platforms. Advertisers may refuse to advertise on our platform due to a perceived risk to their brand safety standards, especially given the concentration of news and political content on our platform. Although we have seen recent increases in the uptake of new brand advertisers, the pace of adoption has been slower than we anticipated, and this slower pace may persist or worsen in the future. We believe that our access to certain advertisers has been, and may continue to be, inhibited by the apparent political bias of these companies, some of which we believe may exercise near monopolistic near-monopolistic control over the advertising industry. In response, we filed an antitrust lawsuit alleging a conspiracy to withhold advertising revenue from Rumble and other digital media platforms. Our actions to counter these efforts, whether through litigation or publicity campaigns, may not be successful. Any of the foregoing developments may adversely affect our business and operating results.

Although we are building our own technical infrastructure, we depend on third-party vendors, including internet service providers and data centers to, among other things, provide customer support, develop software, host videos uploaded by our users, transcode videos (compressing a video file and converting it into a standard format optimized for streaming), stream videos to viewers, support our cloud services offerings, and process payments. These vendors provide certain critical services to our technical infrastructure that are time-consuming and costly for us to develop independently. Outages in those services would materially affect our video services and our ability to provide cloud services. Outages may expose us to having to offer credits to subscribers, loss of subscribers, and reputational damage. We are unlikely to be able to fully offset these losses with any credits we might receive from our vendors.

Technologies that enable blocking of certain online advertisements,advertisements or that otherwise impair our ability to deliver advertising,advertising could harm our operating results.

Newly developed technologies could block or obscure the display of or targeting of our content. For example, in June 2020, Apple announced plans to require applications using its mobile operating systems to obtain an end user’s permission to track them or access their device’s advertising identifier for advertising and advertising measurement purposes, as well as other restrictions that could adversely affect our ability to deliver advertising, which could harm our operating results. Additionally, some providers of consumer mobile devices and web browsers have implemented, or announced plans to implement, means to make it easier for internet users to prevent the placement of cookies or to block other tracking technologies, which could, if widely adopted, result in the use of third-party cookies and other methods of online tracking becoming significantly less effective and have a significant impact on our ability to monetize our user base.

Most advertisers rely on tools that measure the effectiveness of their ad campaigns or thatverify verifythe viewability of their ads on a platform in order to allocate their advertising spend among various formats and platforms. If we are unable to measure the effectiveness of advertising on our platform or we are unable to convince advertisers that our platform should be part of a larger advertising budget, our ability to increase the demand and pricing of our advertising products and maintain or scale our advertising revenue may be limited. Our tools may be less developed than those of other platforms with which we compete for advertising spend, in particular relative to those platforms that collect more personal information than we do. Therefore, our ability to develop and offer tools that accurately measure the effectiveness of a campaign or verify ad viewability on our platform will be critical to our ability to attract new advertisers and retain,retain and increase spend from,from our existing advertisers.

Developing and improving these tools may require significant time and resources and additional investment, and in some casescases, we rely on third parties to provide data and the technology needed to provide certain measurement or verification data to our advertisers. If we cannot continue to develop and improve our advertising tools in a timely and cost-effective fashion, or if such tools are unreliable, difficult to use, or otherwise unsatisfactory to our advertisers, or if the measurement or verification results are inconsistent with our advertisers’ goals, our advertising revenue could be negatively impacted, which in turn could adversely affect our business and operating results.

Our cloud services business reliesdepends on a small number of key third-party service providers and a small number of customer relationships, the disruption of which could harm our operating results.

As we continue to expand our cloud services offerings, we have entered into agreements with certain third-party service providers. The success of our future business activities in the cloud services space may depend upon such existing third-party providers, some of which may compete with us in other lines of business. If our existing third-party service agreements terminatewith them are terminated for any reason, or if the commercial terms terms of such agreements are changed or do not continue to be renewed on favorable terms, we would need to enter into new third-party service service agreements, which could negatively impact our revenues, ability to attract future cloud services customers, public reputation, and profitability.

In addition, our initial cloud service offerings revolve around a small number of customer relationships. If we fail to deliver our product products and services to the desired specifications of these initial customers, or if these initial customers terminate their cloud services agreements for any reason, future customers may doubtquestion our ability to offer adequate cloud services, which would negatively impact our revenues, public reputation, and and profitability.

We rely on our existing content creators, creators and on the recruitingrecruitment of new content creators. The loss of a material portion of our existing content creators could result in material harm to our business and results of operations. In the recent past, our ability to recruit and maintain content creators may have been in part due to trends in American politics, where certain commentators have sought a neutral internet platform. A change in such trends, including possible changes to competing platforms’ moderation policies that make those platforms more hospitable to a diverse range of viewpoints, could result in the loss of existing content creators or a failure to recruit new content creators, which may materially harm our business and results of operations. Recently, one of our popular content creators, Dan Bongino, accepted a position in the Trump Administration as Deputy Director of the Federal Bureau of Investigation and it is possible that additional prominent content creators may pursue other career opportunities, in government, politics or otherwise that may interrupt their activities on Rumble. Additionally, as we expand into international markets, we may fail to recruit new content creators in those markets, limiting our appeal to international audiences.

We have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, and these arrangements may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by the applicable content creator but rather are based on our modeled financial projections for that creator, which if not satisfied may adversely impact our financial performance, results of operationsoperations, and liquidity.

Our user base and user engagement growth are directly driven by the content available on our platform. We have acquired and expect to continue to acquire content by providing economic incentives, including minimum guaranteed earnings, to a limited number of content creators, including sports leagues. These incentives have included and may continue to include equity grants and cash payments. This content acquisition strategy is intended to allow us to enter key content verticals and secure top content creators in those verticals before we have full monetization capabilities in place. Our present focus is to grow users and usage consumption and experiment with monetization levers, which may not maximize profitability in the immediate term, but which we believe positionsposition our business for the long term. As of December 31, 2024,2025, we had entered into programming and content agreements with a minimum contractual cash commitment of $30$45 million. In addition to the minimum contractual cash commitments, we have programming and content agreements that have variable cost arrangements. These future costs are dependent upon many factors and are difficult to anticipate,anticipate; however, these costs may be substantial. To the extent our revenue and/or user growth assumptions associated with any particular creator do not meet our expectations, our financial performance, results of operations and liquidity may be negatively impacted, since a failure to achieve these expectations is not expected to reduce our fixed payment obligations to any such creator.

Additionally, acquisitions acquisitions or asset purchases made entirely or partially for cash may reduce our cash reserves or require us to obtain financing. We may seek to obtain additional cash to fund an acquisition by selling equity or debt securities. We may be unable to secure the equity or debt funding necessary to finance future acquisitions on terms that are acceptable to us. If we finance acquisitions by issuing equity or convertible debt securities, our existing stockholders willwould experience ownership dilution. The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial conditioncondition, or cash flows, particularly in the case of a larger acquisition or substantially concurrent acquisitions.

We are subject to cybersecurity risks and interruptions or failures in our information technology systems. Notwithstanding our efforts, a cyber incident could occur and result in information theft, data corruption, operational disruptiondisruption, and/or financial loss.

We rely on sophisticated information technology systems and infrastructure to support our business. At the same time, cyber incidents, including deliberate attacks, are prevalent and have increased globally in recent years. It is possible that new, escalated or ongoing military conflicts, including the ongoing Russia-Ukraine war and Israel-Hamas war, could result in increased cyber-attacks or cybersecurity incidents by state actors or others. Our technologies, systemssystems, and networks and those of our vendors, supplierssuppliers, and other business partners may become the target of cyberattacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, lossloss, or destruction of proprietary and other information, or other disruption of business operations. In addition, certain cyber incidents, such as surveillance or vulnerabilities in widely used open source software, may remain undetected for an extended period. Our systems for protecting against cybersecurity risks may not be sufficient. Like most major online platforms, Rumble is routinely targeted by cyberattacks that can result in interruptions to our services. We have observed an increase in such attacks as our reach expands and we expect these attacks to continue in the future. As the sophistication of cyber incidents continues to evolve, we are and will likely continue to be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cyber incidents. Additionally, any of these systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures, usage errors by employees, computer viruses, cyber-attacks cyber-attacks, or other security breaches or similar events. The failure of any of our information technology systems may cause disruptions in our operations, which could adversely affect our revenues and profitability,profitability and lead to claims related to the disruption of our services from users of the Rumble platform, advertisers, and customers of our cloud services.

Spam activity, activities, including inauthentic and fraudulent user activity,activities, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators and may negatively impact our reputation.

Like other major online platforms, spam activity,activities, including inauthentic and fraudulent user activity,activities, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators, including reporting of MAUs by Google Analytics, our third-party analytics provider. We also use paid advertising in order to attract users to our platform; however, we cannot be certain that all or substantially all activity activities that resultsresult from such advertising isare genuine. Real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business. We continually seek to improve our ability to estimate the total number of spam-generated users and eliminate them from the calculation of our MAUs; however, we will not succeed in identifying and removing all spam.

Our cloud services business may not achieve our success,intended and,results, aswhich acould result,adversely affect our business, financial conditioncondition, and results of operations could be adversely affected.operations.

Our ongoing continued expansion into the cloud serviceservices businessmarket may not be successful and involvesmay variousexpose us to a range of operational, technical, and competitive risks relating to this business that maycould negativelymaterially affect our operating results.performance. In addition to the other risks relateddescribed in the “Risk Factors” section herein, risks specific to our cloud services business described in these “Risk Factors,” such risks include risks related to:

MediaOur commitment to diversity of opinion and refusal to censor otherwise allowable content on our platforms that does not violate our moderation policy has in the past resulted and is likely to continue to result in malicious media campaigns and advertiser boycotts directed against us. Media campaigns and advertising boycotts against us may be intended to interfere with our relationships with streaming partners and advertisers, and these campaigns and boycotts may intensify if political polarization increases in the United States and Canada.

Our recently implemented Bitcoin treasury strategy exposes us to various risks associated with holding Bitcoin.

We have invested and plan tomay continue to invest a portion of our corporate treasury in Bitcoin as a reserve asset, exposing us to significant financial, operational, and regulatory risks due to its characteristics that are specific to cryptocurrencies. The value of Bitcoin is highly volatile and subject to rapid, material, and unpredictable fluctuations driven by market speculation, macroeconomic conditions, investor sentiment, and global events. events. For example, historical price swings have seen Bitcoin decline by more than 50% in a matter of months, and there can be no assurance that that similar or greater declines will not occur in the future. Such volatility could result in material reductions in the value of our Bitcoin Bitcoin holdings, adversely impacting our financial condition, liquidity, and reported earnings, particularly if we are required to recognize impairment losses under applicable accounting standards.

Market perception of our Bitcoin strategy poses further risks. Investors, analysts, or customers may view our investment as speculative or misaligned with our core business, potentially leading to stock price volatility or loss of confidence in our management’s financial strategy. Conversely, if Bitcoin’s value declines significantly, we may face pressure to divest at a loss, incurring transaction costs and tax implications. The accounting treatment of Bitcoin asat an indefinite-lived intangible assetfair value under U.S. GAAP requires us torecognize assesschanges forin impairmentfair periodically,value in earnings each reporting period, which could lead to earnings volatility and negatively affect our financial statements, even if we do not intend to sell.

Broader market or technological developments, such as shifts in blockchain adoption, competition from other cryptocurrencies, or disruptions to the Bitcoin network, such as forks, mining centralization, or energy regulation, could also diminish the value or utility of our holdings. Moreover, macroeconomic factors, such as rising interest rates, inflation, or shifts in monetary policy, may reduce institutional interest in Bitcoin, further depressing its value. These risks are heightened by ongoing debates over cryptocurrency regulationregulations in the U.S. and globally, which remain unresolved and could materially impact our investment.investment in Bitcoin.

Although stablecoins are designed to maintain a stable value while being pegged to a reference asset or fiat currenciescurrency, likesuch as the U.S. dollar, thetheir stability and reliability are of stablecoins are not guaranteed and depend on various factors beyond our control, including the financial health and risk management of the issuing entity, the adequacyadequacy, liquidity, and liquidity segregation of reserve assets, and the effectiveness of the underlying stabilization mechanisms. If a stablecoin that we accept experiences a significant devaluation or “de-pegging” event, whereor if its valuereserves deviatesprove materiallyto frombe itsinsufficient intended peg,or inaccessible, we may incur losses on payments already received, face disruptions in transaction processing, or lose customer confidence, all any of which could negatively impact our financial condition and reputation. Stablecoins are not subjectprotected to anyby deposit insurance protection scheme,insurance, and the presencein periods of fiat currencymarket reservesstress, is not a guarantee for redemption. Therethere is a possibilityrisk that the assets held in reserves aremay not be sufficient or may not be available for redemptiontimely atredemption, timesor of extremely high demand. Volatility spikes in the cryptocurrency markets also might lead to occasions wherethat the price of a stablecoin deviatesmay deviate materially from its intended peg. Further, fiat-based stablecoins may be subject to greater oversight and regulation, potentially in multiple jurisdictions, and may be further dependent on actions taken by the underlyingbanking fiatindustry currency.and regulators to support such stablecoins. Other geopolitical factors also may influence government or regulatory support of such stablecoins, all of which could affect the value of such stablecoins or lead to a de-pegging event.

We are a high growth, video sharing and cloud services provider platform designed to help content creators manage, distribute, and monetize their content by connecting them with brands, publishers, and directly to their subscribers and followers. Our registered office is 444 Gulf of Mexico Drive, Longboat Key, Florida, 34228. Our shares of Class A common stock and warrants are traded on The Nasdaq Globalunder Market (“Nasdaq”) under the symbols “RUM” and “RUMBW”, respectively.

On DecemberFebruary 20,7, 2024, the Company announced that it had entered into a definitive agreement for a strategic investment of $775 million from2025, Tether, the largest company in the digital assets industry and the most widely used dollar stablecoin across the world with more than 400 million users. As part of the transaction, which closed on February 7, 2025, Tetherworld, purchased 103,333,333 shares of Class A Common Stock at a price per share of $7.50, totaling $775 million in gross proceeds to Rumble. As part of the closing of the transaction, the Company completed a tender offer to purchase 70,000,000 shares of its Class A Common Stock at a price of $7.50 per share (the “Tender Offer”), for a total of $525 million, excluding fees and expenses related to the Tendertender Offer. The Company will use $250 million of the proceeds, less transaction expenses, to support growth initiatives.offer.

We generate revenues primarilyfrom from Audience Monetization and Other Initiatives.

Audience Monetization includes advertising fees on the Rumble platform; subscription fees earned primarily from consumer product offerings such as Rumble Premium; Locals and badges; revenues generated from content that is licensed by third-parties; pay-per-view; and fees from tipping and platform hosting fees. Advertising fees are generated by delivering digital video and display advertisements as well as cost-per-message-read advertisements. Digital video and display advertisements are placed on Rumble websites or mobile applications. Customers pay for advertisements either directly or through relationships with advertising agencies or resellers, based on the number of impressions delivered or the number of actions, such as clicks, or purchases taken, by our users.

Other Initiatives includes digital advertisements that are placed on Rumble’s network of third-party publisher websites or mobile applications; and cloud. Cloud includes consumption-based fees, subscriptions for infrastructure and professional services.services, and license agreements related to Rumble Player.

Refer to Note 2, Summary of Significant Accounting Policies, tounder the“Item consolidated8. financialFinancial statements.Statements and Supplementary Data.”

Expenses primarily include cost of services, general and administrative, research and development, sales and marketing, acquisition-related transaction costs, amortization and depreciation, change in fair value of digital assets, and changeschange in fair value of contingent consideration. The most significant component components of our expenses on an ongoing basis are programming and content.content, service provider costs, and staffing-related costs.

Acquisition-related transaction costs consist of transactionprofessional fees and other expenses relatedincurred toin acquisitions.connection with acquisition-related initiatives.

Certain contingent consideration associated with the Callin acquisition does not meet the criteria for equity classification, and must be recorded as a liability in accordance with guidance contained in ASC 815-40, Derivatives and Hedging Contracts in Entity’s Own Equity (“ASC 815-40”). Because the contingent consideration meets the definition of a liability under ASC 815, Derivatives and Hedging (“ASC 815”), it is measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement (“ASC 820”), with any subsequent changes in fair value recognized in the consolidated statementstatements of operations in the applicable applicable period of change.

Interest income consists of interest earned on our cash,cash and cash equivalents, and marketable securitiesequivalents. We invest in highly liquid securities such as money market funds, treasury bills and term deposits.

Other Income (Expense)

Other income (expense) consists of of miscellaneous income earned and expenses incurred outside of the normal companycourse revenueof business as well as foreign exchange gains and losses related to gains and losses on transactions denominated in currencies other than the U.S. dollar.

We account for our outstanding warrants in accordance with ASC 815-40, under which the warrants issued in connection with the ND Business Combination do not meet the criteria criteria for equity classification, and must be recorded as liabilities. As these warrants meet the definition of a liability under ASC 815, they are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, with any subsequent changes changes in fair value recognized in the consolidated statementstatements of operations in the applicable period of change.

The forward purchase contracts in connection with the Tether transaction do not meet the criteria for equity classification, and must be recorded as a liability in accordance with guidance contained in ASC 815-40,815-40. Derivatives and Hedging Contracts in Entity’s Own Equity (“ASC 815-40”). Because the derivative meets the definition of a liability under ASC 815, Derivatives and Hedging (“ASC 815”), it is measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement (“ASC 820”), with any subsequent changes in fair value recognized in the consolidated statementstatements of operations in the applicable period of change.

Monthly Active Users (“MAUs”)

We use MAUs as a measure of audience engagement to help us understand the volume of users engaged with our content on a monthly basis. MAUs represent the total web, mobile app, and connected TV users of Rumble for each month, which allows us to measure our total user base calculated from data provided by Google, a third-party analytics provider. Google defines “active users” as the “[n]umber of distinct users who visited your website or application.”1 We have used the Google analytics systems since we first began publicly reporting MAU statistics, and the resulting data have not been independently verified.

As of July 1, 2023, Universal Analytics (“UA”),UA, Google’s analytics platform on which we historically relied for calculating MAUs using company-set parameters, was phased out by Google and ceased processing data. At that time, GoogleGA4 Analytics 4 (“GA4”) succeeded UA as Google’s next-generation analytics platform, which has been used to determine MAUs since the third quarter of 2023 and which we expect to continue to use to determine MAUs in future periods. Although Google has disclosed certain information regarding the transition to GA4,2GA4, Google does not currently make available sufficient information relating to its new GA4 algorithm for us to determine the full effect of the switch from UA to GA4 on our reported MAUs. Because Google has publicly stated that metrics in UA “may be more or less similar” to metrics in GA4, and that “[i]t is not unusual for there to be apparent discrepancies” between the two systems,3systems, we are unable to determine whether the transition from UA to GA4 has had a positive or negative effect, or the magnitude of such effect, if any, on our reported MAUs. It is therefore possible that MAUs that we reported based on the UA methodology (“MAUs (UA)”) for periods prior to July 1, 2023, cannot be meaningfully compared to MAUs based on the GA4 methodology (“MAUs (GA4)”) in subsequent periods.

MAUs (GA4) represent the total web, mobile app, and connected TV users of Rumble for each month,4month, which allows us to measure our total user base calculated from data provided by Google.5Google. Connected TV users were not counted within MAUs within MAUs (UA) for periods prior to July 1, 2023, and we believe the number of such users was immaterial in those prior periods. We also believe that fewer than 1 million MAUs in the current period are from connected TV, making them similarly immaterial. Google’s parameters for measuring “active users” appear to exclude many, but not all, users who access content on Rumble through “embedded” videos on domains other than rumble.com, and we are unable to determine the exact number of users who access “embedded” content within our total number of MAUs. In addition, MAUs (GA4) may rely on statistical sampling and may be based on estimates of data that Google is missing “due to factors such as cookie consent.”6

MAUs (GA4) were 6852 million on average in the fourth quarter of 2024,2025, an increase of 1%11% from the third quarter of 2024.2025. The increase in MAUs wasis primarily related driven byto increasedan interestinitial ininvestment politicsinto duringinternational the final stretch of the U.S. presidential election campaign, offset in part by reduced MAU activity during the December holiday season.expansion.

ARPU was $0.39$0.46 in the fourth quarter of 2024,2025, an increase of 18%2% from the third quarter of 2024.2025. TheARPU did not increase frommaterially thedue third quarter is attributable to higherboth advertisingaudience monetization revenue and subscriptionMAUs revenue.both increasing.

The following table sets forth our consolidated statements of operations for the years ended December 31, 20242025 and 2023 and the dollar and percentage change between the two periods2024:

Revenues increased by $14.5 $5.1 million to $95.5$100.6 million in the year ended December 31, 20242025 compared to the year ended December 31, 2023,2024, of which $10.3 $3.0 million was attributable to an increase in Audience Monetization revenuesrevenues, andin $4.2 million was attributableaddition to higher Other Initiatives. Initiatives revenues of $2.1 million. The increase in Audience Monetization revenues was mainlydriven dueby to$14.0 million in higher revenuesubscription fees and $2.8 million from subscriptions,licensing, tipping fees, licensing, and platform hosting andfees, offset by a $13.8 million decrease in advertising. We are continuing to see progress in the uptake of new brands, but we are still at the early stages of that process. The increase in Other Initiative revenue was mostly due to morea $1.2 million increase in cloud services offered and a $0.9 million increase in advertising inventory being monetized by our publisher network and an increase in cloud services offered.network.

Cost of services decreased by $7.7$31.1 million to $138.5$107.4 million in the year ended December 31, 20242025 compared to the year ended December 31, 2023. 2024. The decrease was primarily due to a reduction in programming and content costs of $9.5$33.9 million, offset by an increase of $1.8 million in other costcosts of services includingof payment processing fees and costs paid to publishers.$2.8 million.

General and administrative expenses decreasedincreased by $0.5$12.1 million to $36.6$48.7 million in the year ended December 31, 20242025 compared to the year ended December 31, 2023. 2024. The decreaseincrease was mainlydue drivento byan aincrease reductionof $6.3 million in administrativepayroll and related expenses ofand $2.8$5.8 million andin share-basedother compensationadministrative expenses. of $1.1 million, offset by anThe increase in payroll and related expensesexpense ofis $3.4driven million.by: Thea decreaseone-time of $2.8$4.8 million increase in administrative expensescompensation was primarily due to lower expensescosts related to publicthe company-relateddepartures of costs,an legal, insurance,executive and othera administrativedirector; services.a one-time $2.3 million increase in payroll taxes associated with stock options exercised related to Thethe tender offer in the first quarter of 2025 stemming from the strategic investment from Tether; offset by a $0.8 million decrease in share-based compensation was related to the recognition of contingent shares issued in connection with the Callin acquisition that waswere accounted for as a post-combination expenseexpense. asThe wellincrease asin theother expenseadministrative expenses of previously$5.8 million was due to a rise in expenses related to public company-related costs, including legal, accounting, and newlyother grantedadministrative restricted stock units and stock options for certain employees and executives.services.

Research and development expenses increaseddecreased by $3.2$0.2 million to $18.9$18.7 million in the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. The increasedecrease wasresulted duefrom toa $0.4 million reduction in costs associated with computer software, hardware, and other expenditures used in research and development-related activities, offset by an increase of $2.7 million in payroll and related expenses, and an increaseexpenses of $0.5$0.2 million in other expenses .million.

Sales and marketing expenses increased by $3.9$6.6 million to $17.3$23.9 million in the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. The increase was due to ana increase of $2.7 millionrise in payroll and related expenses, $0.4 million in consulting services, and $0.8 million in other marketing and public relations activities.activities of $5.5 million and an increase in payroll and related expenses of $1.5 million, offset by a reduction in consulting services of $0.4 million.

Acquisition-related transaction costs decreasedincreased by $1.2$13.3 million to $nil$13.3 million in the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. The increase was driven by professional fees and other expenses incurred in connection with acquisition-related initiatives. Acquisition-related transactionThese costs forreflect the yearCompany’s endedcontinued December 31, 2023 consistedevaluation of transactionstrategic costs incurred relatedopportunities to acquisitions completedsupport in 2023.growth.

Change in fair value of contingent consideration increaseddecreased by $3.3$1.4 million to $1.4 million$nil in the year ended December 31, 20242025 compared to the year year ended December 31, 2023.2024. The contingent consideration liability arose in connection with the Callin acquisition and the fair value of of this contingent consideration was measured using the fair value of the expected number of shares to be issued and the Company’s share price at closing. The change in fair value of contingent consideration for the year ended December 31, 2024 was directly attributable to changes in the Company’s share price since the closing and the probability of contingencies being met. No comparable change occurred following the derecognition and reclassification of the contingent consideration to equity on May 15, 2024.

Interest income decreasedincreased by $5.5$2.3 million to $8.1$10.4 million in the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. The decreaseincrease was due to ourthe reducedCompany’s investment in money market funds, treasury bills,bills and term deposits.

Other expense increaseddecreased by an$0.2 immaterialmillion amountto $10.6 thousand in the year ended December 31, 20242025 compared to the year ended December 31, 2023. 2024. The increasedecrease was primarilydriven dueby to lowerhigher foreign currency rate fluctuation as we maintained the majority of our cash balance in U.S. dollars, which is our functional currency, as of December 31, 2024.2025.

Change in fair value of warrant liability decreasedincreased by $35.1$57.5 millionmillion, resulting in a lossgain of $32.7$24.8 million in the year ended December 31, 2024.2025. The warrant liability arose in connection with the warrants offered as part of the Business Combination. As these warrants meet the classification of a financial liability in accordance with ASC 815-40, the related warrant liability is measured at its fair value, determined in accordance with ASC 820, at each reporting period. The fair value of this warrant liability was measured using the fair value of the Company’s warrants listed on the Nasdaq. The decreaseincrease in the change in fair value of warrant liability was directly attributable to changes in the trading price of Rumble’s warrants.

Change in fair value of derivative decreased increased by $184.7$194.4 millionmillion, resulting in a lossgain of $184.7$9.7 million in the year ended December 31, 2025 compared to the year ended December 31, 2024. The derivative arose in connection with the forward purchase contracts related to the Tether transaction. As the forward purchase contracts meet the classification of a financial liability in accordance with ASC 815-40, the related derivative is measured at its fair value, determined in accordance with ASC 820, at each reporting period. The fair value of thisthese forward purchase contracts werewas measured using a Monte Carlo simulation methodology that includes simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model. The decreaseincrease relates to the revaluation of the forward purchase contracts in connection with the Tether transaction.

Income Tax (Expense) Benefit

The following table presents a summary of the consolidated statementstatements of cash flows for the years ended December 31, 2024 and 2023:

Net cash used in operating activities for the year ended December 31, 20242025 primarily consisted of net loss adjusted for certain non-cash items, including a$33.8 $218.7 million lossin ongains from the changechanges in fair value of warrants, contingent considerationderivatives and derivative,digital $21.5assets, partially offset by a $23.8 million change in share-based compensation, $13.6 $14.6 million changein changes in amortization and depreciation, $1.0$1.2 million in changes in non-cash lease expenses,expenses,$1.0 million in changes in the provision of credit losses, as well as changes in operating assets and liabilities. The decrease in net cash used in operating activities during the year ended December 31, 20242025 compared to the year ended December 31, 2023 2024 was mostly due to changes in net loss adjusted for certain non-cash items, offset by changes in operating assets and liabilities.

Net cash used in investing activities for the year ended December 31, 20242025 consisted of $7.2$7.0 million in purchases of property, equipment, and intangible assets, $9.6 million in cash paid in connection with the acquisitions of Callin and North River, and $1.1$19.1 million in the salepurchase of marketabledigital securities. assets. The decreaseincrease in net cash used in investing activities during the year ended December 31, 20242025 compared to the year ended December 31, 2023 2024 was mainlydue drivento the investment in digital assets, offset by a decreasesdecrease in purchases of property andproperty, equipment and marketable securities, which were partially offset by a rise in spending on intangible assets. Additionally, the reduction in net cash used was due to cash payments madepaid to non-accredited investors related to the Callin acquisition duringand cash paid in connection with the North River acquisition in the year ended December 31, 2024 ascontributed to wellthe asincrease in net cash acquiredused in connectioninvesting with the Callin acquisition during the year ended December 31, 2023.activities.

Information for the most recent quarters presented areis as follows:

Non-GAAPNon-U.S. GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, we use certain non-GAAPnon-U.S. GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAPnon-U.S. GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance investors’ overall understanding understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. We use the non-GAAPnon-U.S. GAAP financial measure of: Adjusted EBITDA, which is defined as net income (loss) excluding interest income (expense), net, other income (expense), net;net, provision for income taxes, depreciation and amortization, share-based compensation expense, acquisition-related expense,transaction costs, change in fair value of warrants, change in fair value of digital assets, change in fair value of contingent consideration, and change in the fair value of derivative. The Company’s management believes that it is important to consider Adjusted EBITDA, in addition to net income (loss), as it helps identify trends in our business that could otherwise be masked by the effect of the gains and losses that are included in net income (loss) but excluded from Adjusted EBITDA.

Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP. There There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), the nearest U.S. GAAP equivalent. As a result of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income (loss) and our other financial results presented in accordance with U.S. GAAP. The following table presents a reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, to Adjusted EBITDA:

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).GAAP. The preparation of consolidated financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We evaluate our estimates on a continuous basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

For further information on the summary of significant accounting policies and the effect on our consolidated financial statements, see Note 2, Summary of Significant Accounting Policies, in the accompanying notes to the consolidated financial statements.statements included in “Item 8. Financial Statements and Supplementary Data.”

ThereBecause the ND Business Combination has now been consummated and Northern Data’s business is expected to constitute a significant portion of our business, additional significant risks may apply to the combined business as detailed in the “Risk Factors” section of our Registration Statement on Form S-4 (File No. 333-295008) filed in connection with the ND Business Combination, which was initially filed with the SEC on April 13, 2026 and subsequently declared effective on April 14, 2026, including the risks relating to Northern Data’s business contained therein, which “Risk Factors” section is incorporated by reference herein. Except as set forth therein and below, there have been no material changes to the risk factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. Such risk factors could materially adversely affect our business, financial condition, results of operations, and prospects. You should carefully consider the risks, uncertainties and cautionary statements described therein, together with the other disclosures in this Quarterly Report on Form 10-Q and in our other public filings with the SEC. Any such risks and uncertainties, as well as risks and uncertainties not currently known to us or that we currently deem to be immaterial, may materially adversely affect our business, financial condition and operating results.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with RumbleRUM Inc.’sGroup Inc’s (“RumbleRUM” or the “Company”) unaudited condensed consolidated interim financial statements and the related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “1A. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report and those discussed in our other filings with the SEC. Additionally, our historical results are not necessarily indicative of the results that may be expected in any future period. Amounts are presented in U.S. dollars.

WeRUM areGroup Inc. (“RUM” or the “Company”) is a highholding growthcompany that operates an online video sharing platform and a cloud servicesand providerAI infrastructure business. The Company’s video platform designedenables creators to help content creators manage, distribute, and monetize their content by connecting them with brands, publishers, and directly to their subscribers and followers. The Company’s cloud and AI infrastructure business provides compute, data center capacity, and related blockchain infrastructure services. Our registered office is 444 Gulf of Mexico Drive, Longboat Key, Florida, 34228. Our shares of Class A common stock and warrants are traded on The Nasdaq Global Market (“Nasdaq”) under the symbols “RUM” and “RUMBW”, respectively.

On February 7, 2025, Tether, the largest company in the digital assets industry and the most widely used dollar stablecoin across the world, purchased 103,333,333 shares of the Company’s Class A Common Stock at a price per share of $7.50, totaling $775 million in gross proceeds to Rumble.the Company. As part of the closing of thethis transaction, the Company completed a tender offer to purchase 70,000,000 shares of its Class A Common Stock at a price of $7.50 per share for a total of $525 million, excluding fees and expenses related to the tender offer.

TheOn November 10, 2025, the Company alsoannounced announced a $100 million advertising commitment from Tether, representing $50 million advertising commitment per year over a two-year period beginning in 2026. This commitment is not contingent upon the completionfirst quarter of the ND Business Combination.2026.

Other Initiatives includes digital advertisements that are placed on Rumble’sthe Company’s network of third-party publisher websites or mobile applications; and cloud. Cloud includes consumption-basedcloud fees,computing subscriptions forand infrastructure andservices, including colocation services, together with professional services,services and license agreements related to Rumble Player.

Refer to Note 2, Summary of Significant Accounting Policies, to the Company’s annual consolidated financial statements for the year ended December 31, 2025 (the “Annual Financial Statements”) Expenses primarily include cost of services, general and administrative, research and development, sales and marketing, acquisition-related transaction costs, amortization and depreciation, and change in fair value of digital assets. The most significant components of our expenses on an ongoing basis are programming and content, service provider costs, and staffing-related costs.

Interest Income (Expense)

Interest income consists of interest earned on our cash and cash equivalents.equivalents, Wewhich we invest in highly liquid securitiesinstruments such as money market funds, treasury bills and term deposits.deposits, together with interest from other investment arrangements. Interest expense primarily relates to our note payable and other borrowing arrangements.

Other income (expense) consists of miscellaneous income earned and expenses incurred outside of the normal course of business as well as foreign exchange gains and losses on transactions denominated in currencies other than the U.S.respective dollar.entities’ functional currencies.

We account for our outstanding warrants in accordance with ASC 815-40, under which the warrants issued in connection with the CF Business Combination do not meet the criteria for equity classification, and must be recorded as liabilities. As these warrants meet the definition of a liability under ASC 815, they are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, with any subsequent changes in fair value recognized in the consolidated statement of operations in the applicable period of change.

The forward purchase contracts incontracts, connectionas withwell as the Tetherembedded transactionderivatives in both the notes payable and the funding arrangement, do not meet the criteria for equity classification,classification and must be recorded as a liabilityliabilities in accordance with guidance contained in ASC 815-40, Derivatives and Hedging Contracts in Entity’s Own Equity (“ASC 815-40”). Because the derivativethese derivatives meets the definition of a liability under ASC 815, Derivatives and Hedging (“ASC 815”), itthey isare measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement (“ASC 820”), with any subsequent changes in fair value recognized in the consolidated statement of operations in the applicable period of change.

To analyze our business performance, determine financial forecasts and help develop long-term strategic plans, we reviewhave historically used the key business metrics described below. See “Transition of Key Business Metrics” below for further information relating to our reporting of these metrics in future periods.

As of July 1, 2023, Universal Analytics (“UA”), Google’s analytics platform on which we historically relied for calculating MAUs using company-set parameters, was phased out by Google and ceased processing data. At that time, Google Analytics 4 (“GA4”) succeeded UA as Google’s next-generation analytics platform, which has been used to determine MAUs since the third quarter of 2023 and which we expect to continue to use to determine MAUs in future periods.2023. Although Google has disclosed certain information regarding the transition to GA4, Google does not currently make available sufficient information relating to its new GA4 algorithm for us to determine the full effect of the switch from UA to GA4 on our reported MAUs. Because Google has publicly stated that metrics in UA “may be more or less similar” to metrics in GA4, and that “[i]t is not unusual for there to be apparent discrepancies” between the two systems, we are unable to determine whether the transition from UA to GA4 has had a positive or negative effect, or the magnitude of such effect, if any, on our reported MAUs. It is therefore possible that MAUs that we reported based on the UA methodology (“MAUs (UA)”) for periods prior to July 1, 2023, cannot be meaningfully compared to MAUs based on the GA4 methodology (“MAUs (GA4)”) in subsequent periods.

As with our earlier MAU reporting, there is a potential for minor overlap in the resulting data due to users who access Rumble’s content through the web, our mobile apps, and connected TVs in a given measurement period; however, given that we believe this minor overlap to be immaterial, we do not separately track or report “unique users” as distinct from MAUs. Our reported MAUs have not historically included users of Locals,Locals. however, However, starting in mid-May 2024, Locals users began using Rumble’s single sign-on technology to access their account,accounts, which we expectexpected will would reduce the number of Locals users not included in our Rumble MAU reporting. We also do not separately report the number of users who register for accounts in any given period, which is different from MAUs.

Our MAUs (GA4) were 5657 million on average in the firstsecond quarter of 2026, an increase of 8%2% from the fourthfirst quarter of 2025.2026. We believe that the increase is driven by marketing investment in Rumble Shorts and international expansion.

The following table sets forth our unaudited condensed consolidated interim statements of operations for the three months ended MarchJune 31,30, 2026 and 2025 and the dollar and percentage change between the two periods:

Revenues increased by $1.8 $15.3 million to $25.5$40.4 million infor the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, of which $2.6$5.6 million was attributable to an increase in Audience Monetization revenues,revenues offsetand by a $0.8$9.7 million decreaseattributed into higher Other Initiatives revenues. The increase in Audience Monetization revenues was driven by $1.2$5.9 million in higher subscription revenue, $1.1 million from advertising revenue, revenue and $0.3$0.2 million from licensing and tippingplatform fees.hosting fees, offset by a $0.5 million decrease in subscription revenue. The decreaseincrease in Other Initiatives revenue was due to athe $1.0acquisition of Northern Data, which from the date of acquisition contributed $10.1 million reductionfrom incloud computing and colocation services. Excluding Northern Data, Other Initiatives revenue decreased by $0.4 million, reflecting reduced advertising inventory being monetized by our publisher network,network offsetand bya $0.2 milliondecline in higher cloud services offered.revenue.

Cost of services decreased increased by $3.0$4.1 million to $27.0$30.6 million infor the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. The decrease increase was duedriven toby a$2.1 reductionmillion inof higher programming and content costs ofand $2.3$2.5 million asof wellincremental asdata center-related expenses associated with the acquisition of Northern Data, partially offset by a $0.5 million decrease in other cost of services of $0.7 million.services.

Research and development expenses increased by $1.0$2.0 million to $5.7$6.8 million infor the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The increase was due to an increase in payroll and related expenses of $0.6$1.1 million and higher costs associated with computer software, hardware, and other expenditures used in research and development-related activities of $0.4$0.9 million.

Sales and marketing expenses increased by $4.9$2.5 million to $8.5$10.4 million infor the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The increase was attributable to higher marketing and public relations spend of $3.8$1.2 million, increased payroll and related expenses of $0.8 $1.1 million, and higherother consultingsales costsand marketing-related expenditures of $0.3$0.2 million.

Acquisition-related transaction costs increased by $4.8$ 25.9 million to $4.8$28.3 million infor the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31, 30, 2025. The increase wasis driven by professional fees and other expenses incurred in connection with acquisition-related initiatives.

Amortization and depreciation increased by $0.7$12.7million to $14.9 million to $4.0 million infor the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The increase wasis duedriven by $12.1 million of additional depreciation and amortization directly related to anthe increaseNorthern ofData $0.6acquisition, as well as $0.4 million from depreciation on our property and equipment as we continue to build out our infrastructure, asinfrastructure welland as$0.2 anmillion increase in amortization from intangible assets of $0.1 million.assets.

Change in fair value of digital assets expense increased by $2.4$7.6 million to $4.1$2.4 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended March 31,June 30, 2025. The change in fair value of digital assets reflects the remeasurement of our bitcoin investment to its fair value at each reporting period.

Interest income decreased by $0.3$2.2 million to $1.9$0.7 million infor the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The decrease was due to a $1.2 million reduction in interest income from the Company’s investmentinvestments in money market funds, treasury bills, and term deposits.deposits, with the remaining variance attributable to interest expense on notes payable, partially offset by additional interest income generated in connection with the acquisition of Northern Data.

Other expense increased by $11.8$4.8 thousandmillion to $36.3$4.8 thousandmillion for the three months ended MarchJune 31,30, 20262026, compared to the three months ended MarchJune 31,30, 2025. The decrease increase was driven by lower foreign currency ratefluctuations fluctuationarising as we maintainedfrom the majorityremeasurement of ourmonetary cashbalances balancedenominated in U.S.currencies dollars,other whichthan isthe our respective entities’ functional currency, as of March 31, 2025.currencies.

Change in fair value of warrant liability decreased by $14.9$0.8 million, resulting in a gainloss of $7.0$5.7 million infor the three months ended MarchJune 31,30, 2026. The warrant liability arose in connection with the warrants offered as part of the CF Business Combination. As these warrants meet the classification of a financial liability in accordance with ASC 815-40, the related warrant liability iswas measured at its fair value, and determined in accordance with ASC 820, at each reporting period. The fair value of this warrant liability was measured using the fair value of the Company’s warrants listed on the Nasdaq. The decrease in the change in fair value of warrant liability was directly attributable to changes in the trading price of Rumble’sthe Company’s warrants.

Change in fair value of derivative decreased increased by $9.7$0.3 million, resulting in a gain of $0.3 million to $nil infor the three months ended MarchJune 31,30, 2026 compared to the three months ended March 31, 2025.2026. The derivative arose in connection with the forwardembedded purchasederivatives contractsin related toboth the Tethernotes transaction.payable and the funding arrangement. As the forwardembedded purchase contractsderivatives meet the classification of a financial liability in accordance with ASC 815-40, the related derivativederivatives iswere measured at its fair value, determined in accordance with ASC 820, at each reporting period. The increase in the change in fair value of thisthe forwardderivative purchase contract was measured using a Monte Carlo simulation methodology that includes simulatingreflects the stockremeasurement priceof usingthese aderivatives risk-neutral Geometric Brownian Motion-based pricing model. The decrease relates toduring the revaluation of the forward purchase contracts in connection with the Tether transaction.period.