RUM Group Inc.
For the period ended Jun 30, 2026. Filed Aug 10, 2026.
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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.
Jun 30, 2026 · Filed Aug 10, 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-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 OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001213900-26-087311
Item 2. 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 140 current paragraphs.
59 unchanged; 33 reworded; 43 added; 21 removed; 7 previous and 5 current paragraphs rearranged.
Tables are not compared: 8 previous and 10 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 (43)
Current report
On June 4, 2026, the Company announced that it had entered into a multi-year agreement under which Together AI will purchase dedicated GPU cloud capacity powered by NVIDIA HGX B300 systems.
Current report
On June 17, 2026, the Company announced the closing of the acquisition of Northern Data, a leading provider of AI and high-performance computing (HPC) infrastructure. Following the closing of this acquisition, the Company acquired approximately 85% of Northern Data’s outstanding shares. Refer to Note 3, Business Combinations, to our condensed consolidated interim financial statements included elsewhere in this Quarterly Report.
Current report
Given favorable market conditions and Northern Data’s reported near capacity GPU utilization, the Company and Tether mutually agreed not to enter into the customer agreement originally contemplated by the Tether transaction support agreement, dated November 10, 2025, by and between the Company and Tether, 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.
Current report
Interest Income (Expense)
Current report
Change in fair value of contingent consideration reflects gains or losses arising from the periodic remeasurement of the contingent consideration receivable recognized in connection with the acquisition of Northern Data.
Current report
Deferred Tax (Expense) Benefit
Current report
Deferred tax (expense) benefit represents the net change in our deferred tax assets and liabilities. It arises from temporary differences between the financial reporting bases and tax bases of assets and liabilities, as well as from net operating loss carryforwards and other tax attributes.
Current report
On June 11, 2026, we implemented a consent management platform for users to decline tracking technologies and cookies, including for analytics purposes, in accordance with applicable privacy laws. As a result, the number of viewers we can directly measure in Google Analytics has been reduced. However, we enabled Google Consent Mode, which uses statistical modeling to estimate the activity of non-consenting users based on the observed behavior of consenting users and other signals, without the use of tracking cookies. Because our reported MAUs consist of directly measured users and modeled estimates as of that date, MAU figures for the three months ended June 30, 2026 and future periods may not be directly comparable to previously reported figures. The modeled component of our MAUs is inherently an estimate and is subject to limitations (e.g., we have limited visibility into, and do not independently verify, the methodology of Google Consent Mode’s behavioral modeling).
Current report
ARPU was $0.48 in the second quarter of 2026, an increase of 20% from the first quarter of 2026. The increase from the first quarter of 2026 is attributable to higher advertising revenue.
Current report
Transition of Key Business Metrics
Current report
With the completion of our acquisition of Northern Data AG on June 17, 2026, the Company has taken a major step toward becoming a significant participant in the AI infrastructure business, and now operates two distinct businesses: our video platform (“Rumble”) and our AI and cloud infrastructure business (“Quake AI”). While both businesses are core to the Company’s strategy, their economics and capital profiles are materially different, including different revenue models and capital requirements. As a result, the manner in which management evaluates the Company’s business has changed, and management has determined that consolidated audience-based metrics such as MAUs and ARPU are no longer meaningful measures of the Company’s overall performance.
Current report
Accordingly, the Company will report MAUs and ARPU as key business metrics for the last time for the quarterly period ended June 30, 2026. Beginning with our third fiscal quarter of 2026, the Company intends to present its results of operations for each of its two businesses, Rumble and Quake AI, on a revenue and operating-income basis. Management believes this presentation will align the Company’s external reporting with the manner in which management now operates the business, and reflects the management team’s focus on profitable growth across the two business units. As the AI infrastructure business scales, the Company will evaluate and introduce additional operating metrics as appropriate.
Current report
The following table sets forth our results of operations data for the periods presented:
Current report
Comparisons for three months ended June 30, 2026 and 2025:
Current report
Cost of services increased by $4.1 million to $30.6 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was driven by $2.1 million of higher programming and content costs and $2.5 million of incremental data center-related expenses associated with the acquisition of Northern Data, partially offset by a $0.5 million decrease in other cost of services.
Current report
General and administrative expenses increased by $4.7 million to $16.3 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was driven by the acquisition of Northern Data, which contributed $5.0 million of payroll and related expenses and other administrative costs. Excluding Northern Data, the remaining variance reflects a $0.9 million increase in payroll and related expenses and a $0.4 million increase in other administrative costs, partially offset by a $1.6 million decrease in professional fees.
Current report
Other expense increased by $4.8 million to $4.8 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was driven by foreign currency fluctuations arising from the remeasurement of monetary balances denominated in currencies other than the respective entities’ functional currencies.
Current report
Change in fair value of contingent consideration expense decreased by $0.5 million to $0.5 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The change in fair value of contingent consideration reflects the remeasurement of contingent consideration receivable recognized in connection with the Northern Data acquisition at each reporting period.
Current report
Change in fair value of derivative increased by $0.3 million, resulting in a gain of $0.3 million for the three months ended June 30, 2026. The derivative arose in connection with the embedded derivatives in both the notes payable and the funding arrangement. As the embedded derivatives meet the classification of a financial liability in accordance with ASC 815-40, the related derivatives were measured at its fair value, determined in accordance with ASC 820, at each reporting period. The increase in the change in fair value of the derivative reflects the remeasurement of these derivatives during the period.
Current report
Comparisons for six months ended June 30, 2026 and 2025:
Current report
Revenues
Current report
Revenues increased by $17.0 million to $ 65.8 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, of which $8.1 million was attributable to an increase in Audience Monetization revenues and $8.9 million attributed to higher Other Initiatives revenues. The increase in Audience Monetization revenues was driven by $7.0 million in advertising revenue, $0.8 million higher subscription revenue, and $0.3 million from licensing and platform hosting fees. The increase in Other Initiatives revenue was due to the acquisition of Northern Data, which from the date of acquisition contributed $10.1 million from cloud computing and colocation services. Excluding Northern Data, Other Initiatives revenue decreased by $1.2 million related to the reduction in advertising inventory being monetized by our publisher network.
Current report
Cost of Services
Current report
Cost of services increased by $1.0 million to $57.6 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was attributable to $2.5 million of incremental data center-related expenses associated with the acquisition of Northern Data, partially offset by a $1.5 million decrease in programming, content, and other cost of services.
Current report
Sales and marketing expenses increased by $7.4 million to $19.0 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was attributable to higher marketing and public relations spend of $5.0 million as well as an increase in payroll and related expenses of $2.4 million.
Current report
Acquisition-related transaction costs increased by $30.8 million to $33.2 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was driven by professional fees and other expenses incurred in connection with acquisition-related initiatives.
Current report
Amortization and depreciation increased by $13.4 million to $20.3 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was driven by $12.1 million of additional depreciation and amortization directly related to the Northern Data acquisition, as well as $1.0 million from depreciation on our property and equipment as we continue to build out our infrastructure and $0.3 million increase in amortization from intangible assets.
Current report
Change in fair value of digital assets increased by $10.0 million to $6.5 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The change in fair value of digital assets reflects the remeasurement of our Bitcoin investment to its fair value at each reporting period.
Current report
Interest income decreased by $2.5 million to $2.6 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease was due to a $1.5 million reduction in interest income from the Company’s investments in money market funds, treasury bills, and term deposits, with the remaining variance attributable to interest expense on notes payable, partially offset by additional interest income generated in connection with the acquisition of Northern Data.
Current report
Other Expense
Current report
Other expense increased by $4.8 million to $4.9 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was driven by foreign currency fluctuations arising from the remeasurement of monetary balances denominated in currencies other than the respective entities’ functional currencies.
Current report
Change in fair value of contingent consideration expense decreased by $0.5 million to $0.5 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The change in fair value of contingent consideration reflects the remeasurement of contingent consideration receivable recognized in connection with the Northern Data acquisition at each reporting period.
Current report
Change in fair value of derivative decreased by $9.4 million, resulting in a gain of $1.6 million for the six months ended June 30, 2026, compared to a gain of $9.7 million for the six months ended June 30, 2025. The decrease reflects a gain in the current period on the remeasurement the embedded derivatives in both the notes payable and the funding arrangement, compared to a gain in the prior-year period on the remeasurement of derivatives associated with forward purchase contracts entered into in connection with the Tether transaction, each classified as a financial liability under ASC 815-40 and measured at fair value in accordance with ASC 820.
Current report
Our corporate treasury diversification strategy, under which we allocate a portion of excess cash reserves to bitcoin, reflects management’s view of bitcoin as a strategic asset and supports the Company’s broader expansion into cryptocurrency-related activities. From a liquidity and capital resources standpoint, we consider our bitcoin holdings to be part of our pool of liquid assets that can be deployed, together with cash and cash equivalents, to fund operations and strategic initiatives as needed. As of June 30, 2026, our bitcoin holdings were valued at $17.2 million and consisted of 293.14 bitcoin. Other digital assets held by the Company are generally not intended to be used as near-term sources of liquidity and are therefore excluded from this liquidity analysis.
Current report
In addition, as our cloud infrastructure business continues to grow, we expect to undertake additional capital investments over time to support our operational and strategic objectives in this area.
Current report
Non-GAAP Financial Measures
Current report
Acquisitions (Business Combination vs Asset Acquisition)
Current 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 would be accounted for as an asset acquisition. If not, the Company would apply 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.
Current report
The Company acquired property and equipment as well as intangible assets in connection with the acquisition of Northern Data. A valuation was performed to determine the estimated fair value of these assets related to the acquisition. Judgment is required to estimate the fair value of these property and equipment and identifiable intangible assets. We may use quoted market prices, prices for similar assets, present value techniques, and other valuation techniques 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 significant differences in the estimation of fair value.
Current report
Contingent Consideration Receivable
Showing the first 40 of 43 passages. Open the source sections for the rest.
Removed paragraphs (21)
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous report
General and Administrative Expenses
Previous report
Research and Development Expenses
Previous report
Sales and Marketing Expenses
Previous report
Acquisition-Related Transaction Costs
Previous report
Amortization and Depreciation
Previous 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.
Previous report
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 report
General and Administrative Expenses
Previous report
Research and Development Expenses
Previous report
Sales and Marketing Expenses
Previous report
Acquisition-Related Transaction Costs
Previous report
Amortization and Depreciation
Previous report
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 report
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 report
Income Tax Expense
Previous report
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 report
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.
Reworded paragraphs (33)
Previous wording
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Rumble Inc.’s (“Rumble” or the “Company”) unaudited condensed consolidated interim financial statements and the related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “1A. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report and those discussed in our other filings with the SEC. Additionally, our historical results are not necessarily indicative of the results that may be expected in any future period. Amounts are presented in U.S. dollars.
Current wording
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with RUM Group Inc’s (“RUM” or the “Company”) unaudited condensed consolidated interim financial statements and the related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “1A. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report and those discussed in our other filings with the SEC. Additionally, our historical results are not necessarily indicative of the results that may be expected in any future period. Amounts are presented in U.S. dollars.
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
RUM Group Inc. (“RUM” or the “Company”) is a holding company that operates an online video platform and a cloud and AI infrastructure business. The Company’s video platform enables creators to manage, distribute, and monetize their content by connecting them with brands, publishers, and directly to their subscribers and followers. The Company’s cloud and AI infrastructure business provides compute, data center capacity, and related blockchain infrastructure services. Our registered office is 444 Gulf of Mexico Drive, Longboat Key, Florida, 34228. Our shares of Class A common stock and warrants are traded on The Nasdaq Global Market (“Nasdaq”) under the symbols “RUM” and “RUMBW”, respectively.
Previous 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.
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 the Company’s Class A Common Stock at a price per share of $7.50, totaling $775 million in gross proceeds to the Company. As part of the closing of this 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
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 wording
On November 10, 2025, the Company announced a $100 million advertising commitment from Tether, representing $50 million advertising commitment per year over a two-year period beginning in the first quarter of 2026.
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, and license agreements related to Rumble Player.
Current wording
Other Initiatives includes digital advertisements that are placed on the Company’s network of third-party publisher websites or mobile applications; and cloud. Cloud includes cloud computing and infrastructure services, including colocation services, together with professional services and license agreements related to Rumble Player.
Previous wording
Refer to Note 2, Summary of Significant Accounting Policies, to the Company’s annual consolidated financial statements for the year ended December 31, 2025 (the “Annual Financial Statements”)
Current wording
Refer to Note 2, Summary of Significant Accounting Policies, to the Company’s condensed consolidated interim financial statements included in the Quarterly Report and annual consolidated financial statements for the year ended December 31, 2025 (the “Annual Financial Statements”).
Previous 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.
Current wording
Interest income consists of interest earned on our cash and cash equivalents, which we invest in highly liquid instruments such as money market funds, treasury bills and term deposits, together with interest from other investment arrangements. Interest expense primarily relates to our note payable and other borrowing arrangements.
Previous 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.
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 respective entities’ functional currencies.
Previous 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.
Current 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.
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, as well as the embedded derivatives in both the notes payable and the funding arrangement, do not meet the criteria for equity classification and must be recorded as liabilities in accordance with guidance contained in ASC 815-40, Derivatives and Hedging Contracts in Entity’s Own Equity (“ASC 815-40”). Because these derivatives meets the definition of a liability under ASC 815, Derivatives and Hedging (“ASC 815”), they are 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 wording
To analyze our business performance, determine financial forecasts and help develop long-term strategic plans, we review the key business metrics described below.
Current wording
To analyze our business performance, determine financial forecasts and help develop long-term strategic plans, we have historically used the key business metrics described below. See “Transition of Key Business Metrics” below for further information relating to our reporting of these metrics in future periods.
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, 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.
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. 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
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.
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 accounts, which we expected would 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.
Previous wording
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 wording
Our MAUs (GA4) were 57 million on average in the second quarter of 2026, an increase of 2% from the first quarter of 2026. We believe that the increase is driven by marketing investment in Rumble Shorts and international expansion.
Previous 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.
Current wording
Revenues increased by $15.3 million to $40.4 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, of which $5.6 million was attributable to an increase in Audience Monetization revenues and $9.7 million attributed to higher Other Initiatives revenues. The increase in Audience Monetization revenues was driven by $5.9 million in advertising revenue and $0.2 million from licensing and platform hosting fees, offset by a $0.5 million decrease in subscription revenue. The increase in Other Initiatives revenue was due to the acquisition of Northern Data, which from the date of acquisition contributed $10.1 million from cloud computing and colocation services. Excluding Northern Data, Other Initiatives revenue decreased by $0.4 million, reflecting reduced advertising inventory being monetized by our publisher network and a decline in cloud services revenue.
Previous 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.
Current wording
Research and development expenses increased by $2.0 million to $6.8 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was due to an increase in payroll and related expenses of $1.1 million and higher costs associated with computer software, hardware, and other expenditures used in research and development-related activities of $0.9 million.
Previous 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.
Current wording
Sales and marketing expenses increased by $2.5 million to $10.4 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was attributable to higher marketing and public relations spend of $1.2 million, increased payroll and related expenses of $1.1 million, and other sales and marketing-related expenditures of $0.2 million.
Previous 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.
Current wording
Acquisition-related transaction costs increased by $ 25.9 million to $28.3 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase is driven by professional fees and other expenses incurred in connection with acquisition-related initiatives.
Previous 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.
Current wording
Amortization and depreciation increased by $12.7million to $14.9 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase is driven by $12.1 million of additional depreciation and amortization directly related to the Northern Data acquisition, as well as $0.4 million from depreciation on our property and equipment as we continue to build out our infrastructure and $0.2 million increase in amortization from intangible assets.
Previous 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.
Current wording
Change in fair value of digital assets expense increased by $7.6 million to $2.4 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The change in fair value of digital assets reflects the remeasurement of our bitcoin investment to its fair value at each reporting period.
Previous 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.
Current wording
Interest income decreased by $2.2 million to $0.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was due to a $1.2 million reduction in interest income from the Company’s investments in money market funds, treasury bills, and term deposits, with the remaining variance attributable to interest expense on notes payable, partially offset by additional interest income generated in connection with the acquisition of Northern Data.
Previous 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.
Current wording
Change in fair value of warrant liability decreased by $0.8 million, resulting in a loss of $5.7 million for the three months ended June 30, 2026. 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 was 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 the Company’s warrants.
Previous 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.
Current wording
General and administrative expenses decreased by $1.6 million to $26.7 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease was primarily driven by a $5.8 million reduction in payroll and related expenses and a $2.0 million reduction in professional fees, partially offset by a $1.2 million increase in other administrative expenses. The decrease in payroll and related expense was 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 was attributable to lower payroll and related expenses. Additionally, the decrease in general and administrative expenses was partially offset by the acquisition of Northern Data, which contributed $4.5 million of payroll and related expenses and other administrative costs.
Previous wording
Our principal sources of liquidity are cash generated from operating activities and funds previously raised. The primary short-term requirements for liquidity and capital are to fund general working capital and capital expenditures.
Current wording
Our principal sources of liquidity are cash on hand and funds previously raised. The primary short-term requirements for liquidity and capital are to fund general working capital and capital expenditures.
Previous 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.
Current wording
As of June 30, 2026, our cash and cash equivalents balance was $203.3 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 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.
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. As of June 30, 2026, we had entered into programming and content agreements with a minimum contractual cash commitment of approximately $32 million. A significant amount of these minimum contractual cash commitments will be paid over 12 to 24 months, commencing in 2026.
Previous 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:
Current wording
The following table presents a summary of the unaudited condensed consolidated interim statements of cash flows for the six months ended June 30, 2026 and 2025.
Previous 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.
Current wording
Net cash used in operating activities for the six months ended June 30, 2026 primarily consisted of net loss adjusted for certain non-cash items, including $20.3 million in amortization and depreciation, $12.4 million in share-based compensation, $6.5 million in losses from changes in the fair value of digital assets, $5.7 million in unrealized foreign exchange losses, $3.7 million in non-cash lease expense, $1.0 million in provision for credit losses and $0.5 million in losses from changes in the fair value of contingent consideration, partially offset by $0.3 million in gains from changes in the fair value of derivatives, $1.5 million in net trade and barter revenue and expense and $1.3 million in gains from changes in the fair value of warrants, as well as changes in operating assets and liabilities. The increase in net cash used in operating activities during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was due to changes in net loss adjusted for certain non-cash items, offset in part by changes in operating assets and liabilities, as well as the inclusion of Northern Data’s operating results and working capital balances following the acquisition.
Previous 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.
Current wording
Net cash provided by investing activities for the six months ended June 30, 2026 consisted of $51.0 million in cash acquired in connection with the acquisition of Northern Data, offset by $43.2 million in purchases of capital assets and $2.8 million in purchases of intellectual property. The decrease in net cash provided by investing activities during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was due to cash acquired in connection with the acquisition of Northern Data, partially offset by an increase in purchases of capital assets and purchases of intellectual property.
Previous 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.
Current wording
Net cash provided by financing activities for the six months ended June 30, 2026 consisted of the issuance of $36.2 million in pre-funded warrants to purchase shares of Class A Common Stock, completed in connection with the acquisition of Northern Data. The transaction incurred $11.5 million in share issuance costs. Additionally, the net cash provided by financing activities includes $2.9 million from proceeds related to stock options exercised and employee stock purchase plan contributions, offset by $1.5 million in taxes paid from the net share settlement of share-based compensation. The decrease in net cash provided by financing activities compared to the six months ended June 30, 2025 was due to the proceeds from the strategic investment from Tether in the prior year period, partially offset by the proceeds from the issuance of pre-funded warrants in connection with the acquisition of Northern Data as well as the proceeds from stock options exercised and employee stock purchase plan contributions.
Previous 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.
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, 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
For equity awards with a performance condition, the Company assesses the likelihood of the performance condition underlying an award being met and recognizes a share-based compensation expense associated with that award only if it is probable the performance condition will be met. Where the performance condition underlying an award is a change in control, the Company considers the performance condition to be probable only when it occurs.
Current wording
For equity awards with a performance condition, the Company assesses the likelihood of the performance condition underlying an award being met and recognizes a share-based compensation expense associated with that award only if it is probable the performance condition will be met. Where the performance condition underlying an award is a change in control, the Company would consider the performance condition to be probable only when it occurs.
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 unaudited condensed consolidated interim statements of operations.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
Historically, we have reported MAUs and ARPU as key operating metrics for our video business. We use MAUs as a measure of audience engagement to 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, calculated from data provided by Google, a third-party analytics provider. We use ARPU as a measure of our ability to monetize our user base. Quarterly ARPU is calculated as quarterly Audience Monetization revenue divided by MAUs for the relevant quarter (as reported by Google Analytics) and does not include Other Initiatives revenue.
Current report — wording carried from elsewhere
The following table sets forth our unaudited condensed consolidated interim statements of operations for the six months ended June 30, 2026 and 2025 and the dollar and percentage change between the two periods:
Current report — wording carried from elsewhere
Research and development expenses increased by $2.9 million to $12.5 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was due to an increase in payroll and related expenses of $1.7 million and higher costs associated with computer software, hardware, and other expenditures used in research and development-related activities of $1.2 million.
Current report — wording carried from elsewhere
Change in fair value of warrant liability decreased by $14.1 million, resulting in a gain of $1.3 million for the six months ended June 30, 2026. 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 was 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 the Company’s warrants.
Current report — wording carried from elsewhere
Property and Equipment and Intangible Assets
Rearranged previous paragraphs (7)
Previous report — wording carried elsewhere
Change in Fair Value of Digital Assets
Previous report — wording carried elsewhere
Change in Fair Value of Warrant Liability
Previous report — wording carried elsewhere
Change in Fair Value of Derivative
Previous report — wording carried elsewhere
Change in Fair Value of Digital Assets
Previous report — wording carried elsewhere
Change in Fair Value of Warrant Liability
Previous report — wording carried elsewhere
Change in Fair Value of Derivative
Previous report — wording carried elsewhere
Non-U.S. GAAP Financial Measures