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Rumble Inc.

For the period ended Mar 31, 2026. Filed May 14, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 14, 2026

RUM$4.92+4.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-10.

0001213900-25-108230

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-14.

0001213900-26-056616

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 126 previous paragraphs and 120 current paragraphs.

63 unchanged; 33 reworded; 20 added; 25 removed; 5 previous and 4 current paragraphs rearranged.

Tables are not compared: 16 previous and 8 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 (20)

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 Data to acquire each Northern Data Share in exchange for certain shares of Class A Common Stock. Each Northern Data Share that is validly tendered and 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 Northern Data shares representing approximately 72% 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

On April 13, 2026, the launch of the Exchange Offer occurred, and 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 2026. This commitment is not contingent upon the completion of the ND Business Combination.

Current report

MAUs (GA4) were 56 million on average in the first quarter of 2026, an increase of 8% from the fourth quarter of 2025. We believe that the increase is driven by investment in Rumble Shorts and international expansion.

Current report

ARPU was $0.40 in the first quarter of 2026, a decrease of 13% from the fourth quarter of 2025. The decrease from the fourth quarter is reflecting MAUs growing more rapidly than revenue, partially reflecting MAU growth from Rumble Shorts, which is currently not monetized.
Removed paragraphs (25)

Previous report

On November 10, 2025, the Company and Northern Data signed a business combination agreement. Refer to Note 19, Subsequent Events, to our condensed consolidated interim financial statements included elsewhere in this Quarterly Report.

Previous report

Our MAUs (GA4) were 47 million on average in the third quarter of 2025, a decrease of 8% from the second quarter of 2025. We believe that the decrease continues to be in part the result of a slowdown of news and political commentary outside of a U.S. election cycle, combined with seasonality related to content creators who do not create content during the summer months.

Previous report

ARPU was $0.45 in the third quarter of 2025, an increase of 7% from the second quarter of 2025. The increase from the second quarter of 2025 is attributable to similar audience monetization revenue that came from fewer MAUs.

Previous report

The following table sets forth our results of operations data for the periods presented:

Previous report

Comparisons for three months ended September 30, 2025 and 2024:

Previous report

General and administrative expenses increased by $0.8 million to $10.5 million in the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was driven by a $1.2 million rise in administrative expenses, reflecting higher professional fees and other administrative services, offset by a decrease in payroll and related expenses of $0.4 million.

Previous report

Change in fair value of digital assets expense decreased by $1.5 million to $1.5 million, resulting in a gain of $1.5 million for the three months ended September 30, 2025 compared to the three months ended September 30, 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 three months ended September 30, 2024.

Previous report

Income tax expense decreased by $85.2 thousand to $nil in the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Previous report

Comparisons for nine months ended September 30, 2025 and 2024:

Previous report

Revenues increased by $8.3 million to $73.6 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, of which $5.8 million was attributable to an increase in Audience Monetization revenues, in addition to higher Other Initiatives revenues of $2.5 million. The increase in Audience Monetization revenues was driven by $11.8 million in higher subscription fees and $2.5 million from licensing, tipping fees, and platform hosting fees, offset by an $8.5 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 $1.3 million increase in advertising inventory being monetized by our publisher network.

Previous report

Cost of services decreased by $22.2 million to $81.8 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was due to a reduction in programming and content costs of $25.1 million, offset by an increase in other costs of services of $2.9 million.

Previous report

Sales and marketing expenses increased by $3.1 million to $16.6 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was due to a rise in marketing and public relations activities of $2.7 million and an increase in payroll and related expenses of $1.0 million, offset by a reduction in consulting services of $0.6 million.

Previous report

Acquisition-related transaction costs increased by $7.6 million to $7.6 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was primarily 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.

Previous report

Change in fair value of contingent consideration decreased by $1.4 million to $nil for the nine months ended September 30, 2025. 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 nine months ended September 30, 2025 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 report

Interest income increased by $1.3 million to $8.0 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was due to the Company’s investment in money market funds, treasury bills and term deposits.

Previous report

Other expenses decreased by $73.4 thousand to an immaterial amount for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was driven by foreign currency rate fluctuations, as the majority of our cash balance was held in U.S. dollars, our functional currency, as of September 30, 2025.

Previous report

The Company applied judgment in determining whether the support agreements and agreement to sell shares to Tether were a single unit or multiple units of account. Given that the agreements were entered into contemporaneously and in contemplation of one another, the closing of the support agreements was contingent on the close of the sale of shares to Tether, and the agreements relate to the same underlying risk (the price risk of the Company’s shares), the Company determined that the overall arrangement was one unit of account. As a result, the arrangement is accounted for as a derivative, initially and subsequently measured at fair value with changes through net loss. See Note 15 for information regarding the estimation of the fair value of the derivative.
Reworded paragraphs (33)

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. The transaction closed on February 7, 2025, with Tether purchasing 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 costs, 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

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; 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.

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

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 changes 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.

Current wording

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.

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

We account for our outstanding warrants in accordance with ASC 815-40, under which the warrants issued in connection with the 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 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.

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, 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, 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 In general, the implementation of a cookie consent banner, which is required under the laws of certain jurisdictions, may disproportionately affect certain user demographics or geographic regions, potentially leading to uneven reporting of MAUs.

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

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. However, starting in mid-May 2024, Locals users began using Rumble’s single sign-on technology to access their accounts, which we expect will reduce the number of Locals users not included in our 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.

Current wording

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, however, starting in mid-May 2024, Locals users began using Rumble’s single sign-on technology to access their account, which we expect will 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.

Previous wording

Revenues decreased by $0.3 million to $24.8 million in the three months ended September 30, 2025 compared to the three months ended September 30, 2024, of which $0.5 million was attributable to a reduction in Audience Monetization revenues, offset by a $0.2 million increase in Other Initiatives revenues. The decrease in Audience Monetization revenues was due to a $4.9 million reduction in advertising revenue, offset by a $3.7 million increase in subscription fees as well as $0.7 million from licensing, tipping fees, and platform hosting fees. 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 Initiatives revenue was due to a $0.1 million increase in cloud services offered and a $0.1 million increase in advertising inventory being monetized by our publisher network.

Current wording

Revenues increased by $1.8 million to $25.5 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, of which $2.6 million was attributable to an increase in Audience Monetization revenues, offset by a $0.8 million decrease in Other Initiatives revenues. The increase in Audience Monetization revenues was driven by $1.2 million in higher subscription revenue, $1.1 million from advertising revenue, and $0.3 million from licensing and tipping fees. The decrease in Other Initiatives revenue was due to a $1.0 million reduction in advertising inventory being monetized by our publisher network, offset by $0.2 million in higher cloud services offered.

Previous wording

Cost of services decreased by $11.2 million to $25.2 million in the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was due to a reduction in programming and content costs of $11.9 million, offset by an increase in other costs of services of $0.7 million.

Current wording

Cost of services decreased by $3.0 million to $27.0 million in the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease was due to a reduction in programming and content costs of $2.3 million as well as a decrease in other cost of services of $0.7 million.

Previous wording

General and administrative expenses increased by $9.3 million to $38.8 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was due to an increase of $5.4 million in payroll and related expenses and $3.9 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 director; a one-time $2.3 million increase in payroll taxes associated with stock options exercised related to the tender offer stemming from the strategic investment from Tether; and an increase in share-based compensation related to previously and newly granted restricted stock units and stock options for certain employees and executives; offset by a $2.3 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 $3.9 million was due to a rise in expenses related to public company-related costs, including legal, accounting, and other administrative services.

Current wording

General and administrative expenses decreased by $6.2 million to $10.4 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily driven by a $6.7 million reduction in payroll and related expenses and a $0.4 million reduction in professional fees, partially offset by a $0.9 million increase in other administrative expenses. The decrease in payroll and related expense is attributable to the absence of prior-year one-time items, including 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 $1.7 million decrease in share-based compensation in the first quarter of 2025 related to contingent shares issued in connection with the Callin acquisition. The remaining variance is attributable to lower other payroll and related expenses.

Previous wording

Research and development expenses decreased by $0.4 million to $14.1 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease resulted from a $0.6 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 wording

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

Previous wording

Sales and marketing expenses increased by $1.1 million to $5.1 million in the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was due to a rise in marketing and public relations activities of $0.9 million and an increase in payroll and related expenses of $0.2 million.

Current wording

Sales and marketing expenses increased by $4.9 million to $8.5 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was attributable to higher marketing and public relations spend of $3.8 million, increased payroll and related expenses of $0.8 million, and higher consulting costs of $0.3 million.

Previous wording

Acquisition-related transaction costs increased by $5.2 million to $5.2 million in the three months ended September 30, 2025 compared to the three months ended September 30, 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 wording

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

Previous wording

Amortization and depreciation increased by $0.8 million to $3.9 million in the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was due to an increase of $0.3 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 $0.5 million.

Current wording

Amortization and depreciation increased by $0.7 million to $4.0 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was due to an increase of $0.6 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 $0.1 million.

Previous wording

Change in fair value of digital assets expense decreased by $4.9 million to $4.9 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 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 nine months ended September 30, 2024.

Current wording

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

Previous wording

Interest income increased by $0.9 million to $2.9 million in the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was due to the Company’s investment in money market funds, treasury bills and term deposits.

Current wording

Interest income decreased by $0.3 million to $1.9 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was due to the Company’s investment in market funds, treasury bills, and term deposits.

Previous wording

Other income increased by $47.2 thousand to $46.9 thousand for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was driven by foreign currency rate fluctuations, as the majority of our cash balance was held in U.S. dollars, our functional currency, as of September 30, 2025.

Current wording

Other expense increased by $11.8 thousand to $36.3 thousand for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was driven by 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 March 31, 2025.

Previous wording

Change in fair value of warrant liability increased by $9.7 million, resulting in a gain of $8.9 million in the three months ended September 30, 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 decrease in the change in fair value of warrant liability is directly attributable to changes in the trading price of Rumble’s warrants.

Current wording

Change in fair value of warrant liability decreased by $14.9 million, resulting in a gain of $7.0 million in the three months ended March 31, 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 is 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’s warrants.

Previous wording

Change in fair value of derivative increased by $9.7 million, resulting in a gain of $9.7 million in the nine months ended September 30, 2025. 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 contract 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.

Current wording

Change in fair value of derivative decreased by $9.7 million to $nil in the three months ended March 31, 2026 compared to the three months ended March 31, 2025. 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 contract 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 decrease relates to the revaluation of the forward purchase contracts in connection with the Tether transaction.

Previous wording

Income tax expense decreased by $35.0 thousand to $31.3 thousand in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Current wording

Income tax expense decreased by $8.3 thousand to $23.0 thousand in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Previous wording

As of September 30, 2025, our cash and cash equivalents balance was $269.8 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 March 31, 2026, our cash and cash equivalents balance was $219.0 million. Cash and cash equivalents consist of cash on deposit with banks and amounts held in money market funds, treasury bills, and term deposits.

Previous wording

As of September 30, 2025, our digital asset holdings were valued at $24.0 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 wording

As of March 31, 2026, our digital asset holdings were valued at $14.4 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.

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. As of September 30, 2025, we are party to programming and content agreements with a minimum contractual cash commitment of $32 million. A significant amount of these minimum contractual cash commitments will be paid over 12 to 36 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 March 31, 2026, we had entered into programming and content agreements with a minimum contractual cash commitment of $40.2 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 unaudited condensed consolidated interim statement of cash flows for the nine months ended September 30, 2025 and 2024:

Current wording

The following table presents a summary of the condensed consolidated interim statement of cash flows for the three months ended March 31, 2026 and 2025:

Previous wording

Net cash used in operating activities for the nine months ended September 30, 2025 primarily consisted of net loss adjusted for certain non-cash items, including $39.0 million in gains from the changes in fair value of warrants, derivatives and digital assets, partially offset by a $19.5 million change in share-based compensation, $10.8 million in changes in amortization and depreciation, $1.3 million in changes in trade and barter revenue and expense, as well as changes in operating assets and liabilities. The decrease in net cash used in operating activities during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was due to changes in net loss adjusted for certain non-cash items, offset in part by changes in operating assets and liabilities.

Current wording

Net cash used in operating activities for the three months ended March 31, 2026 consisted of net loss adjusted for certain non-cash items, including $7.0 million gain on the changes in fair value of warrants, partially offset by $5.2 million in changes in share-based compensation, $4.0 million in changes in amortization and depreciation, $4.1 million loss in the changes in fair value of digital assets, and $1.0 million in changes in net trade and barter revenue and expense, as well as changes in operating assets and liabilities. The decrease in net cash used in operating activities during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was due to changes in net loss adjusted for certain non-cash items, offset in part by changes in operating assets and liabilities.

Previous wording

Net cash used in investing activities for the nine months ended September 30, 2025 consisted of $19.1 million in purchases of digital assets and $3.8 million in purchases of property plant and equipment and intellectual property. The increase in net cash used in investing activities during the nine months ended September 30, 2025 compared to the nine months ended September 30, 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 nine months ended September 30, 2024 contributed to the decrease in net cash used in investing activities.

Current wording

Net cash used in investing activities for the three months ended March 31, 2026 consisted of $2.3 million in purchases of property, equipment and intellectual property. The decrease in net cash used in investing activities during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was due to a reduction in the purchase of digital assets, offset by an increase in purchases of property, equipment, and intangible assets.

Previous wording

Net cash provided by financing activities for the nine months ended September 30, 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. The transaction incurred $29.4 million in share issuance costs. Additionally, the net cash provided by financing activities includes $2.3 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 nine months ended September 30, 2024 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.

Current wording

Net cash provided by financing activities for the three months ended March 31, 2026 consisted of proceeds related to the warrants and stock options exercised. The decrease in net cash used in financing activities during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was due to the absence of significant prior-year financing transactions, including the issuance of $775 million in shares of Class A Common Stock and the corresponding $525 million share repurchase completed in connection with the tender offer related to the strategic investment from Tether, as well as $1.0 million of net proceeds from stock options exercised.

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 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.

Current wording

To supplement our consolidated financial statements, which are prepared and presented in accordance with 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 expense, change in fair value of warrants, change in fair value of digital assets, 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

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 unaudited condensed consolidated interim statements 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 expense in the consolidated statement of operations.
Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

Change in Fair Value of Digital Assets

Current report — wording carried from elsewhere

Change in Fair Value of Warrant Liability

Current report — wording carried from elsewhere

Change in Fair Value of Digital Assets

Current report — wording carried from elsewhere

Change in Fair Value of Warrant Liability
Rearranged previous paragraphs (5)

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

Research and development expenses decreased by $0.2 million to $4.5 million in the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease resulted from a $0.2 million in costs associated with computer software, hardware, and other expenditures used in research and development-related activities.

Previous report — wording carried elsewhere

The following table sets forth our unaudited condensed consolidated interim statements of operations for the nine months ended September 30, 2025 and 2024 and the dollar and percentage change between the two periods:

Previous report — wording carried elsewhere

Amortization and depreciation increased by $1.7 million to $10.8 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was due to an increase of $1.3 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 report — wording carried elsewhere

Change in fair value of warrant liability increased by $25.9 million, resulting in a gain of $24.4 million in the nine months ended September 30, 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 is directly attributable to changes in the trading price of Rumble’s warrants.