Rumble Inc.

On June 17, 2026, Rumble Inc. (the “Company” or “Rumble”) announced that it had completed the transactions contemplated by the following agreements (the “Transactions”): (i) that certain Business Combination Agreement, dated as of November 10, 2025, by and between the Company and Northern Data AG (“Northern Data”), a German stock corporation (the “Business Combination Agreement”), (ii) that certain Transaction Support Agreement, dated as of November 10, 2025, by and between Tether Investments, S.A. de C.V., a Salvadoran Sociedad Anónima de Capital Variable (“Tether”) and the Company (as amended, the “Tether Transaction Support Agreement”), (iii)that certain Transaction Support Agreement, dated as of November 10, 2025, by and among ART Holding GmbH, its sole owner Aroosh Thillainathan (together, the “ART Sellers”) and the Company (as amended, the “ART Transaction Support Agreement”), and (iv)that certain Transaction Support Agreement, dated as of November 10, 2025, by and between Apeiron Investment Group Ltd. (“Apeiron” and, together with Tether and the ART Sellers, the “TSA Sellers”) and the Company (as amended, the “Apeiron Transaction Support Agreement” and, together with the Tether Transaction Support Agreement and the ART Transaction Support Agreement, the “Transaction Support Agreements”).

Item 1.01. Entry Into a Material Definitive Agreement

A&R Registration Rights Agreement

On June 17, 2026, pursuant to the Tether Transaction Support Agreement, Rumble and Tether amended and restated the existing Registration Rights Agreement, dated as of February 7, 2025, between Rumble and Tether, by entering into that certain Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”). The A&R Registration Rights Agreement, among other things, provides Tether the right to require the Company to register the resale of any shares of Rumble Class A Common Stock that it beneficially owns, including the shares acquired by (or shares issuable upon exercise of the pre-funded warrants acquired by) Tether in connection with the Transactions.

The foregoing description of the A&R Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the A&R Registration Rights Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Transaction Agreement Amendment

On June 17, 2026, pursuant to the Tether Transaction Support Agreement, Rumble and Tether entered into that certain Amendment No. 1 (the “Transaction Agreement Amendment”) to the existing Transaction Agreement between Rumble and Tether, dated December 20, 2024 (the “Tether Transaction Agreement”), which, among other things, specifies that the shares of Rumble Class A Common Stock held or beneficially owned by Tether or its affiliates from time to time, including the shares acquired by (or shares issuable upon exercise of the pre-funded warrants acquired by) Tether in connection with the Transactions, are subject to certain of the covenants contained in the Tether Transaction Agreement (as amended by the Transaction Agreement Amendment), including Tether’s agreement to vote, a standstill and restrictions on transfer of shares.

The foregoing description of the Transaction Agreement Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Transaction Agreement Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Pre-Funded Warrants

As further detailed in Item 3.02 of this Current Report on Form 8-K, pursuant to the Tether Transaction Support Agreement and the Equity Commitment Agreement (as defined below), respectively, Rumble and Tether entered into certain pre-funded warrants, each dated as of June 17, 2026 (each, a “Pre-Funded Warrant”), entitling Tether to purchase up to the specified number of shares of Rumble Class A Common Stock, in each case at an exercise price of $0.0001 per share.

Item 2.01. Completion of Acquisition or Disposition of Assets

Pursuant to the Business Combination Agreement, on April 13, 2026, the Company submitted a voluntary public exchange offer (the “Exchange Offer”) to all shareholders of Northern Data to exchange each issued and outstanding no-par value bearer share of Northern Data (each, a “Northern Data Share”) for 2.0281 shares of the Company’s Class A common stock, $0.0001 per share (“Rumble Class A Common Stock”), subject to the terms and conditions set forth in the Business Combination Agreement. At the expiration of the additional acceptance period for the Exchange Offer, a total of 8,174,379 Northern Data Shares were validly tendered in the Exchange Offer, representing approximately 46.2% of Northern Data Shares not subject to the Transaction Support Agreements.

On June 17, 2026, all of the tendered Northern Data Shares were accepted by the Company through its settlement agent, and as consideration for the Exchange Offer, the Company issued an aggregate amount of 16,578,459 shares of Rumble Class A Common Stock to the Northern Data shareholders who had validly tendered their Northern Data Shares in the Exchange Offer, all of which shares were previously registered by the Company on the Company’s Registration Statement on Form S-4 filed with the SEC on April 13, 2026, which was declared effective on April 14, 2026 (the “Form S-4”). On the same date, immediately prior to the closing of the Exchange Offer, the Company purchased all of the Northern Data Shares owned by the TSA Sellers pursuant to the Transaction Support Agreements. As consideration for the sale of their Northern Data Shares, the Company issued a total of 42,768,485 shares of Rumble Class A Common Stock to the TSA Sellers, and in addition, a Pre-Funded Warrant to Tether, exercisable for up to 51,544,399 shares of Rumble Class A Common Stock, as further described in Item 3.02 of this Current Report on Form 8-K.

As a result of the consummation of the Transactions, the Company acquired approximately 85.2% of all of the outstanding Northern Data Shares.

The foregoing description of the Business Combination Agreement, the Transaction Support Agreements and the Transactions does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Business Combination Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 10, 2025 and is incorporated by reference herein, and the full text of the Transaction Support Agreements, which were filed as Exhibits 10.1, 10.2 and 10.3 to the Company’s Current Report on Form 8-K/A filed with the SEC on November 12, 2026 and are incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities

As described in Item 2.01 above, on June 17, 2026, as consideration for the sales of Northern Data Shares by the TSA Sellers under the Transaction Support Agreements, the Company issued (i) 36,703,354 shares of Rumble Class A Common Stock to Tether and a Pre-Funded Warrant to Tether exercisable for up to 51,544,399 shares of Rumble Class A Common Stock, (ii) 1,509,210 shares of Rumble Class A Common Stock to the ART Sellers and (iii) 4,555,921 shares of Rumble Class A Common Stock to Apeiron, in each case, with a portion of the shares of Rumble Class Common Stock being placed in escrow in accordance with the terms of the applicable agreements. On the same date, the Company issued a Pre-Funded Warrant to Tether exercisable for up to 4,599,365 shares of Rumble Class A Common Stock, in exchange for a purchase price of $36,242,538 (representing $7.88 per share) pursuant to the Equity Commitment Agreement, dated November 10, 2025, between the Company and Tether, a copy of which was filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on November 11, 2025.

The foregoing description of the Pre-Funded Warrants does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Form of Pre-Funded Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The shares of Rumble Class A Common Stock and the Pre-Funded Warrants described in this Item 3.02 were issued in private placements without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and/or Rule 506(b) of Regulation D promulgated under the Securities Act as sales to accredited investors and in reliance on similar exemptions under applicable state laws. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy the shares of Rumble Class A Common Stock or any other securities of Rumble or Northern Data.

Item 5.03. Amendments to Articles of Incorporation

In connection with the Transactions, and as previously approved by the board of directors and the stockholders of the Company, on June 15, 2026, the Company amended its Second Amended and Restated Certificate of Incorporation, as amended (the “Pre-Existing Charter”), by filing the following amendments (together, the “Charter Amendments”) with the Secretary of State of the State of Delaware: the Certificate of Second Amendment, dated as of June 15, 2026, which increased the authorized shares of Rumble’s capital stock to 1,700,000,000 shares, consisting of (a) 20,000,000 shares of the Company’s preferred stock, par value $0.0001 per share, (b) 1,400,000,000 shares of Rumble Class A Common Stock, (c) 170,000,000 shares of the Company’s Class C common stock, par value $0.0001 per share, and (d) 110,000,000 shares of the Company’s Class D common stock, par value $0.0001 per share.

The foregoing description of the Charter Amendments does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Charter Amendments, which are filed as Exhibits 3.1 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 8.01. Other Events

On June 17, 2026, the Company issued a press release announcing, among other things, the consummation of the Transactions. A copy of that press release is filed as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

Given favorable market conditions and Northern Data’s reported near capacity GPU utilization, Rumble and Tether mutually agreed not to enter into the customer agreement originally contemplated by the Tether Transaction Support Agreement, which would have provided for the purchase by Tether of GPU services in an amount up to $75 million per year over a two-year initial term at a fixed price per GPU hour, which price would have represented a significant discount to current prevailing GPU rates.