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Rumble Inc.

For the period ended Dec 31, 2025. Filed Mar 5, 2026.

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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$5.08+3.4%Stored close · as of Nov 9, 2026

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Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. “Disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving the desired control objectives. Our management recognizes that any controls and procedures, no matter how well designed and operated, are based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met. Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Remediation of Previously Disclosed Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected in a timely manner.

We previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, material weaknesses in our internal control over financial reporting related to the risk assessment and control activities components of the COSO Framework. Specifically, we did not adequately design certain key controls at a sufficient level of precision to address relevant financial reporting risks to ensure completeness and accuracy of the accounting for content creator agreements.

During fiscal year 2025, management, under the oversight of the Audit Committee, executed a remediation plan to address the material weaknesses. The remediation efforts included the following actions:

●Engaged an outside firm to assist management in strengthening the execution of its risk assessment processes, including evaluating whether key controls were appropriately designed in relation to the financial reporting risks, and whether risks arising from changes in the business (including people, processes, and systems) were adequately identified and addressed. As part of this evaluation, the Company reassessed the risks relating to creator liabilities and the related control activities intended to mitigate those risks.
●Reevaluated the design of controls within the creator pay process and implemented new controls and enhancements to existing controls to incorporate more precision and rigor in the performance of controls, and ensure the related assets, liabilities, and expenses are recorded completely and accurately.
●Established a formal accounting policy governing the treatment of creator agreements and related costs to reinforce consistent application of U.S. GAAP and to support more structured execution of related accounting and reporting activities.
●Provided targeted training for personnel responsible for internal controls over financial reporting, with a focus on creator pay policies and controls, to reinforce expectations regarding the performance and documentation of controls.
●Hired additional accounting and financial reporting personnel who have the requisite background and knowledge in the application of US GAAP and financial reporting experience.
●Engaged external advisors, as necessary, to complement internal resources and provide support in evaluating complex or non-routine transactions, including matters involving creator agreements.
●Established ongoing monitoring protocols to assess the design and operating effectiveness of the enhanced controls and to ensure adherence to related policies and procedures.

We completed testing of these controls during the fourth quarter of fiscal year 2025, and we have concluded that the previously identified material weaknesses have been remediated as of December 31, 2025.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

As of December 31, 2025, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in its 2023 Internal Control-Integrated Framework. Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

This Annual Report on Form 10-K does not include an attestation report of our independent registered accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act.

Changes in Internal Control over Financial Reporting

Except as noted above in “Remediation of Previously Disclosed Material Weaknesses”, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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