Rumble Inc.
For the period ended Dec 31, 2025. Filed Mar 5, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 5, 2026
RUM$4.92+4.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-25.
0001013762-25-001863
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-05.
0001213900-26-024099
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 120 previous paragraphs and 127 current paragraphs.
65 unchanged; 41 reworded; 21 added; 13 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 9 previous and 21 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (21)
Current report
On November 10, 2025, the Company entered into the ND Business Combination Agreement. Subject to the satisfaction or waiver of the terms and conditions of the ND Business Combination Agreement, the Company will submit the Exchange Offer to all shareholders of Northern Datato acquire each Northern Data Share in exchange for certain shares of Class A Common Stock. Each Northern Data Share that is validly tenderedand accepted for exchange will be exchanged for 2.0281 newly issued shares of our Class A Common Stock (with customary settlement mechanisms for fractional shares), subject to the satisfaction or waiver of the conditions to the Exchange Offer.
Current report
Tether, along with an affiliate of Northern Data’s current co-CEO (Aroosh Thillainathan) and another significant shareholder, collectively holding approximately 70% of the outstanding Northern Data Shares, have entered into the Transaction Support Agreements pursuant to which they will exchange their Northern Data Shares at the same Exchange Ratio contemporaneously with the closing of the Exchange Offer.
Current report
The launch of the Exchange Offer is expected to occur during the second quarter of 2026. The ND Business Combination is expected to close in the second quarter of 2026, subject to satisfaction of closing conditions and regulatory approvals.
Current report
Additionally, the Company has entered into a significant agreement with Tether, which includes an initial commitment by Tether to purchase up to $150 million of GPU services over a two-year period following the closing of the ND Business Combination.
Current report
The Company also announced a $100 million advertising commitment from Tether, representing $50 million per year over a two-year period beginning in the first quarter of 2026. This commitment is not contingent upon the completion of the ND Business Combination.
Current report
Acquisition-related transaction costs consist of professional fees and other expenses incurred in connection with acquisition-related initiatives.
Current report
Change in Fair Value of Digital Assets
Current report
Change in fair value of digital assets reflects gains or losses arising from the remeasurement of our bitcoin investment.
Current report
Other Income (Expense)
Current report
Monthly Active Users
Current report
Research and development expenses decreased by $0.2 million to $18.7 million in the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease resulted from a $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 in payroll and related expenses of $0.2 million.
Current report
NM – not meaningful
Current report
Acquisition-related transaction costs increased by $13.3 million to $13.3 million in the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was driven by professional fees and other expenses incurred in connection with acquisition-related initiatives. These costs reflect the Company’s continued evaluation of strategic opportunities to support growth.
Current report
Change in Fair Value of Digital Assets
Current report
NM – not meaningful
Current report
Change in fair value of digital assets expense increased by $0.6 million to $0.6 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. The change in fair value of digital assets reflects the remeasurement of our Bitcoin investment to its fair value at each reporting period. There were no investments in Bitcoin during the year ended December 31, 2024.
Current report
Income Tax (Expense) Benefit
Current report
Income tax expense increased by $2.1 million to $67.2 thousand in the year ended December 31, 2025 compared to the year ended December 31, 2024. The income tax expense increase was driven by the capitalization of a deferred tax liability of $2.1 million during the year ended December 31, 2024 in connection with the milestone payments related to the North River acquisition. There was no comparable item during the year ended December 31, 2025.
Current report
As of December 31, 2025, our digital asset holdings were valued at $18.5 million and consisted of 210.82 bitcoin. Our corporate treasury diversification strategy of allocating a portion of the Company’s excess cash reserves to bitcoin emphasizes our belief in bitcoin as a valuable tool for strategic planning and is designed to accelerate the Company’s expansion into cryptocurrency.
Current report
Non-U.S. GAAP Financial Measures
Current report
See Note 2, Summary of Significant Accounting Policies, in the accompanying notes to the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data.”
Removed paragraphs (13)
Previous report
Acquisition-related transaction costs consist of transaction expenses related to acquisitions.
Previous report
Monthly Active Users (“MAUs”)
Previous report
Research and development expenses increased by $3.2 million to $18.9 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was due to an increase of $2.7 million in payroll and related expenses, and an increase of $0.5 million in other expenses .
Previous report
Acquisition-related transaction costs decreased by $1.2 million to $nil in the year ended December 31, 2024 compared to the year ended December 31, 2023. Acquisition-related transaction costs for the year ended December 31, 2023 consisted of transaction costs incurred related to acquisitions completed in 2023.
Previous report
Other Expense
Previous report
Income Tax Benefit
Previous report
Income tax benefit decreased by $1.3 million to $2.0 million in the year ended December 31, 2024 compared to the year ended December 31, 2023.
Previous report
Non-GAAP Financial Measures
Previous report
Acquisitions (Business Combination vs Asset Acquisition)
Previous report
The Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgment to determine whether the acquired net assets meet the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs.
Previous report
Valuation of Intangible Assets
Previous report
The Company acquired intangible assets in connection with the acquisitions of Callin and North River. A valuation was performed to determine the estimated fair value of identifiable intangible assets related to the acquisition. Judgment is required to estimate the fair value of these identifiable intangible assets. We may use quoted market prices, prices for similar assets, present value techniques, and other valuation techniques such as the depreciated replacement cost and relief from royalty methods to prepare these estimates. We may need to make estimates of future cash flows and discount rates as well as other assumptions in order to implement these valuation techniques. Due to the degree of judgment involved in our estimation techniques, our estimate may result in a significant difference in the estimation of fair value.
Previous report
See Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements for the years ended December 31, 2024 and 2023.
Reworded paragraphs (41)
Previous wording
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 Global Market (“Nasdaq”) under the symbols “RUM” and “RUMBW”, respectively.
Current wording
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 Nasdaq under the symbols “RUM” and “RUMBW”, respectively.
Previous wording
On December 20, 2024, the Company announced that it had entered into a definitive agreement for a strategic investment of $775 million from 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, Tether 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 Tender Offer. The Company will use $250 million of the proceeds, less transaction expenses, to support growth initiatives.
Current wording
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 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 for a total of $525 million, excluding fees and expenses related to the tender offer.
Previous wording
We generate revenues primarily from Audience Monetization and Other Initiatives.
Current wording
We generate revenues from Audience Monetization and Other Initiatives.
Previous wording
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.
Current wording
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; 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.
Previous wording
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.
Current wording
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, and license agreements related to Rumble Player.
Previous wording
Refer to Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements.
Current wording
Refer to Note 2, Summary of Significant Accounting Policies, under “Item 8. Financial Statements and Supplementary Data.”
Previous wording
Expenses primarily include cost of services, general and administrative, research and development, sales and marketing, acquisition-related transaction costs, amortization and depreciation, and changes in fair value of contingent consideration. The most significant component of our expenses on an ongoing basis are programming and content.
Current wording
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 change in fair value of contingent consideration. The most significant components of our expenses on an ongoing basis are programming and content, service provider costs, and staffing-related costs.
Previous wording
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 statement of operations in the applicable period of change.
Current wording
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 statements of operations in the applicable period of change.
Previous wording
Interest income consists of interest earned on our cash, cash equivalents, and marketable securities We invest in highly liquid securities such as money market funds, treasury bills and term deposits.
Current wording
Interest income consists of interest earned on our cash and cash equivalents. We invest in highly liquid securities such as money market funds, treasury bills and term deposits.
Previous wording
Other expense consists of miscellaneous income earned outside of normal company revenue as well as foreign exchange gains and losses related to gains and losses on transactions denominated in currencies other than the U.S. dollar.
Current wording
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. dollar.
Previous wording
We account for our outstanding warrants in accordance with ASC 815-40, under which the warrants issued in connection with 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.
Current wording
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 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 statements of operations in the applicable period of change.
Previous wording
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,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 statement of operations in the applicable period of change.
Current wording
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. Because the derivative meets the definition of a liability under ASC 815, it is 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 statements of operations in the applicable period of change.
Previous wording
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.
Current wording
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.” We have used the Google analytics systems since we first began publicly reporting MAU statistics, and the resulting data have not been independently verified.
Previous wording
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. Although Google has disclosed certain information regarding the transition to GA4,2 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,3 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.
Current wording
As of July 1, 2023, 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, 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, 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.
Previous wording
MAUs (GA4) represent the total web, mobile app, and connected TV users of Rumble for each month,4 which allows us to measure our total user base calculated from data provided by Google.5 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
Current wording
MAUs (GA4) 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. 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.”
Previous wording
MAUs (GA4) were 68 million on average in the fourth quarter of 2024, an increase of 1% from the third quarter of 2024. The increase in MAUs was primarily driven by increased interest in politics during the final stretch of the U.S. presidential election campaign, offset in part by reduced MAU activity during the December holiday season.
Current wording
MAUs (GA4) were 52 million on average in the fourth quarter of 2025, an increase of 11% from the third quarter of 2025. The increase is primarily related to an initial investment into international expansion.
Previous wording
ARPU was $0.39 in the fourth quarter of 2024, an increase of 18% from the third quarter of 2024. The increase from the third quarter is attributable to higher advertising revenue and subscription revenue.
Current wording
ARPU was $0.46 in the fourth quarter of 2025, an increase of 2% from the third quarter of 2025. ARPU did not increase materially due to both audience monetization revenue and MAUs both increasing.
Previous wording
The following table sets forth our consolidated statements of operations for the years ended December 31, 2024 and 2023 and the dollar and percentage change between the two periods:
Current wording
The following table sets forth our consolidated statements of operations for the years ended December 31, 2025 and 2024:
Previous wording
Revenues increased by $14.5 million to $95.5 million in the year ended December 31, 2024 compared to the year ended December 31, 2023, of which $10.3 million was attributable to an increase in Audience Monetization revenues and $4.2 million was attributable to higher Other Initiatives. The increase in Audience Monetization revenues was mainly due to higher revenue from subscriptions, tipping fees, licensing, platform hosting and advertising. The increase in Other Initiative revenue was mostly due to more advertising inventory being monetized by our publisher network and an increase in cloud services offered.
Current wording
Revenues increased by $5.1 million to $100.6 million in the year ended December 31, 2025 compared to the year ended December 31, 2024, of which $3.0 million was attributable to an increase in Audience Monetization revenues, in addition to higher Other Initiatives revenues of $2.1 million. The increase in Audience Monetization revenues was driven by $14.0 million in higher subscription fees and $2.8 million from licensing, tipping fees, and platform hosting fees, 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 due to a $1.2 million increase in cloud services offered and a $0.9 million increase in advertising inventory being monetized by our publisher network.
Previous wording
Cost of services decreased by $7.7 million to $138.5 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease was primarily due to a reduction in programming and content costs of $9.5 million, offset by an increase of $1.8 million in other cost of services including payment processing fees and costs paid to publishers.
Current wording
Cost of services decreased by $31.1 million to $107.4 million in the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was primarily due to a reduction in programming and content costs of $33.9 million, offset by an increase in other costs of services of $2.8 million.
Previous wording
General and administrative expenses decreased by $0.5 million to $36.6 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease was mainly driven by a reduction in administrative expenses of $2.8 million and share-based compensation of $1.1 million, offset by an increase in payroll and related expenses of $3.4 million. The decrease of $2.8 million in administrative expenses was primarily due to lower expenses related to public company-related costs, legal, insurance, and other administrative services. The decrease in share-based compensation was related to the recognition of contingent shares issued in connection with the Callin acquisition that was accounted for as a post-combination expense as well as the expense of previously and newly granted restricted stock units and stock options for certain employees and executives.
Current wording
General and administrative expenses increased by $12.1 million to $48.7 million in the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was due to an increase of $6.3 million in payroll and related expenses and $5.8 million in other administrative expenses. The increase in payroll and related expense is driven by: a one-time $4.8 million increase in compensation costs related to the departures of an executive and a director; a one-time $2.3 million increase in payroll taxes associated with stock options exercised related to the 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 related to the recognition of contingent shares issued in connection with the Callin acquisition that were accounted for as a post-combination expense. The increase in other administrative expenses of $5.8 million was due to a rise in expenses related to public company-related costs, including legal, accounting, and other administrative services.
Previous wording
Sales and marketing expenses increased by $3.9 million to $17.3 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was due to an increase of $2.7 million in payroll and related expenses, $0.4 million in consulting services, and $0.8 million in other marketing and public relations activities.
Current wording
Sales and marketing expenses increased by $6.6 million to $23.9 million in the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was due to a rise in marketing and public relations 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.
Previous wording
Amortization and depreciation increased by $8.8 million to $13.6 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was due to an increase of $2.0 million from depreciation on our property and equipment as we continue to build out our infrastructure, as well as an increase in amortization from intangible assets of $6.8 million.
Current wording
Amortization and depreciation increased by $0.9 million to $14.6 million in the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was due to an increase of $0.5 million from depreciation on our property and equipment as we continue to build out our infrastructure, as well as an increase in amortization from intangible assets of $0.4 million.
Previous wording
Change in fair value of contingent consideration increased by $3.3 million to $1.4 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. The contingent consideration liability arose in connection with the Callin acquisition and the fair value 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 was directly attributable to changes in the Company’s share price since the closing and the probability of contingencies being met.
Current wording
Change in fair value of contingent consideration decreased by $1.4 million to $nil in the year ended December 31, 2025 compared to the year ended December 31, 2024. The contingent consideration liability arose in connection with the Callin acquisition and the fair value 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.
Previous wording
Interest income decreased by $5.5 million to $8.1 million in the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease was due to our reduced investment in money market funds, treasury bills, and term deposits.
Current wording
Interest income increased by $2.3 million to $10.4 million in the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was due to the Company’s investment in money market funds, treasury bills and term deposits.
Previous wording
Other expense increased by an immaterial amount in the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was primarily due to lower 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.
Current wording
Other expense decreased by $0.2 million to $10.6 thousand in the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was driven by higher 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, 2025.
Previous wording
Change in fair value of warrant liability decreased by $35.1 million resulting in a loss of $32.7 million in the year ended December 31, 2024. 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 decrease in the change in fair value of warrant liability was directly attributable to changes in the trading price of Rumble’s warrants.
Current wording
Change in fair value of warrant liability increased by $57.5 million, resulting in a gain of $24.8 million in the year ended December 31, 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 increase in the change in fair value of warrant liability was directly attributable to changes in the trading price of Rumble’s warrants.
Previous wording
Change in fair value of derivative decreased by $184.7 million resulting in a loss of $184.7 million in 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 this forward purchase contracts were measured using a Monte Carlo simulation methodology that includes simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model. The decrease relates to the revaluation of the forward purchase contracts in connection with the Tether transaction.
Current wording
Change in fair value of derivative increased by $194.4 million, resulting in a gain of $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 these forward purchase contracts was measured using a Monte Carlo simulation methodology that includes simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model. The increase relates to the revaluation of the forward purchase contracts in connection with the Tether transaction.
Previous wording
As of December 31, 2024, our cash and cash equivalents balance was $114.0 million. Cash and cash equivalents consist of cash on deposit with banks and amounts held in money market funds, treasury bills, and term deposits.
Current wording
As of December 31, 2025, our cash and cash equivalents balance was $237.9 million. Cash and cash equivalents consist of cash on deposit with banks and amounts held in money market funds, treasury bills, and term deposits.
Previous wording
As we have consistently stated, we are using a substantial portion of funds to acquire content by providing economic incentives to a small number of content creators, including sports leagues. As of December 31, 2024, we had entered into programming and content agreements with a minimum contractual cash commitment of $30 million. A significant amount of these minimum contractual cash commitments will be paid over 12 to 24 months, commencing in 2025.
Current wording
As we have consistently stated, we are using a substantial portion of funds to acquire content by providing economic incentives to a small number of content creators, including sports leagues. As of December 31, 2025, we had entered into programming and content agreements with a minimum contractual cash commitment of $45 million. A significant amount of these minimum contractual cash commitments will be paid over 12 to 36 months, commencing in 2026.
Previous wording
The following table presents a summary of the consolidated statement of cash flows for the years ended December 31, 2024 and 2023:
Current wording
The following table presents a summary of the consolidated statements of cash flows:
Previous wording
Net cash used in operating activities for the year ended December 31, 2024 primarily consisted of net loss adjusted for certain non-cash items, including a $218.7 million loss on the change in fair value of warrants, contingent consideration and derivative, $21.5 million change in share-based compensation, $13.6 million change in amortization and depreciation, $1.0 million changes in non-cash lease expenses, as well as changes in operating assets and liabilities. The decrease in net cash used in operating activities during the year ended December 31, 2024 compared to the year ended December 31, 2023 was mostly due to changes in net loss adjusted for certain non-cash items, offset by changes in operating assets and liabilities.
Current wording
Net cash used in operating activities for the year ended December 31, 2025 primarily consisted of net loss adjusted for certain non-cash items, including $33.8 million in gains from the changes in fair value of warrants, derivatives and digital assets, partially offset by a $23.8 million change in share-based compensation, $14.6 million in changes in amortization and depreciation, $1.2 million in changes in non-cash lease 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, 2025 compared to the year ended December 31, 2024 was mostly due to changes in net loss adjusted for certain non-cash items, offset by changes in operating assets and liabilities.
Previous wording
Net cash used in investing activities for the year ended December 31, 2024 consisted of $7.2 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 million in the sale of marketable securities. The decrease in net cash used in investing activities during the year ended December 31, 2024 compared to the year ended December 31, 2023 was mainly driven by decreases in purchases of property and 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 made to non-accredited investors related to the Callin acquisition during the year ended December 31, 2024 as well as cash acquired in connection with the Callin acquisition during the year ended December 31, 2023.
Current wording
Net cash used in investing activities for the year ended December 31, 2025 consisted of $7.0 million in purchases of property, equipment, and intangible assets, and $19.1 million in the purchase of digital assets. The increase in net cash used in investing activities during the year ended December 31, 2025 compared to the year ended December 31, 2024 was due to the investment in digital assets, offset by a decrease in purchases of property, equipment and intangible assets. Additionally, the cash paid to non-accredited investors related to the Callin acquisition and cash paid in connection with the North River acquisition in the year ended December 31, 2024 contributed to the increase in net cash used in investing activities.
Previous wording
Net cash used in financing activities for the year ended December 31, 2024 consisted of $2.0 million in taxes paid from the net share settlement of share-based compensation and $0.4 million in share issuance costs, offset by $0.7 million from proceeds related to stock options exercised. The decrease in net cash used in financing activities was due to a decrease in taxes paid from the net share settlement of share-based compensation as well as an increase in proceeds from stock options exercised in the year ended December 31, 2024 compared to net cash used in the year ended December 31, 2023. The reduction in net cash used was offset by an increase in share issuance costs.
Current wording
Net cash provided by financing activities for the year ended December 31, 2025 consisted of the issuance of $775.0 million in shares of Class A Common Stock and a corresponding $525.0 million share repurchase completed in connection with the tender offer, both related to the strategic investment from Tether. Share issuance costs of $29.4 million were incurred in connection with the transaction. Additionally, the net cash provided by financing activities includes $3.2 million from proceeds related to stock options exercised and employee stock purchase plan contributions, offset by $3.3 million in taxes paid from the net share settlement of share-based compensation. The increase in net cash provided by financing activities compared to the year ended December 31, 2025 was due to the proceeds from the strategic investment from Tether, as well as the proceeds from stock options exercised and employee stock purchase plan contributions. These inflows were partially offset by the share repurchases in connection with the tender offer and taxes paid from the net share settlement of share-based compensation.
Previous wording
Information for the most recent quarters presented are as follows:
Current wording
Information for the most recent quarters presented is as follows:
Previous wording
To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance investors’ overall 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 GAAP. We use the non-GAAP financial measure of: Adjusted EBITDA, which is defined as net income (loss) excluding interest income (expense), net, other income (expense), net; provision for income taxes, depreciation and amortization, share-based compensation expense, acquisition-related expense, change in fair value of warrants, 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.
Current wording
To supplement our consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, we use certain non-U.S. GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-U.S. GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance investors’ overall 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-U.S. GAAP financial measure of Adjusted EBITDA, which is defined as net income (loss) excluding interest income (expense), net, other income (expense), net, provision for income taxes, depreciation and amortization, share-based compensation expense, acquisition-related 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.
Previous wording
Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), the nearest 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 GAAP. The following table presents a reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA:
Current wording
Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP. 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:
Previous wording
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“US 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.
Current wording
We prepare our consolidated financial statements in accordance with US 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.
Previous wording
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, to the consolidated financial statements.
Current wording
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 included in “Item 8. Financial Statements and Supplementary Data.”
Previous wording
The Company engages in trade and barter transactions whereby the Company and its counterparty exchange media campaigns or other promotional services. The Company reviews each transaction to ensure the advertising it receives has economic substance and records revenue in an amount equal to the fair value of the products and services received unless this is not reasonable to estimate, in which case the consideration is measured based on the standalone selling price of the advertising inventory promised or delivered to the customer. Trade and barter revenue is recognized when the performance obligation is fulfilled and follows the same pattern of recognition as the Company’s normal advertising revenue. Trade and barter expense is recorded when goods or services are consumed. The trade and barter expense is recorded in sales and marketing expense in the consolidated statement of operations.
Current wording
The Company engages in trade and barter transactions whereby the Company and its counterparty exchange media campaigns or other promotional services. The Company reviews each transaction to ensure the advertising it receives has economic substance and records revenue in an amount equal to the fair value of the products and services received unless this is not reasonable to estimate, in which case the consideration is measured based on the standalone selling price of the advertising inventory promised or delivered to the customer. Trade and barter revenue is recognized when the performance obligation is fulfilled and follows the same pattern of recognition as the Company’s normal advertising revenue. Trade and barter expense is recorded when goods or services are consumed. The trade and barter expense is recorded in sales and marketing expenses in the consolidated statements of operations.
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Previous report — wording carried elsewhere
Refer to Note 11, Derivative Liability, to our consolidated financial statements included elsewhere in this Annual Report.