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Item 9A. Controls and Procedures

2025-03-25 compared with 2024-03-27 · 888 added, 88 removed, 176 unchanged (85% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation

of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure

controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of

the period covered by this Form 10-K.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded

that as of December 31, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control Over Financial

The Company’s management

is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)

under the Exchange Act.

Pursuant to the rules and regulations of the SEC, internal control over financial reporting is a process designed

by, or under the supervision of, the Company’s principal executive and principal financial officers, and effected by the Company’s

Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and

the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United

States and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately

and fairly reflect the transactions and dispositions of the Company’s assets;

(ii) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

that receipts and expenditures of the issuer are being made only in accordance with authorizations of the Company’s management and

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition

of the Company’s assets that could have a material effect on the financial statements.

Due to inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Further, because of changes in conditions, effectiveness of internal

control over financial reporting may vary over time.

As required by Rule 13a-15(c)

under the Exchange Act, the Company’s management, with the participation of our Chief Executive Officer and Chief Financial Officer,

has evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 based on the

control criteria established in a report entitled Internal Control—Integrated Framework, (2013 Framework) issued by the Committee

of Sponsoring Organizations of the Treadway Commission (COSO).

Based on such evaluation, management has concluded that our internal control

over financial reporting was effective as of December 31, 2023.

This Annual Report on Form

10-K does not include an attestation report of our independent registered public accounting firm due to our status as an “emerging

growth company” under the JOBS Act.

Changes in Internal Control Over Financial

No change in our internal control over financial reporting occurred

during the fourth quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal

control over financial reporting.

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) under the

Exchange Act).

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

Because of its inherent limitations,

our internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Accordingly, even effective internal control over financial reporting can

only provide reasonable assurance of achieving their control objectives.

Management assessed the effectiveness

of the Company’s internal control over financial reporting based on the criteria established in the SEC guidance on conducting such

assessments as of the end of the period covered by this report.

Management conducted the assessment based on certain criteria established

in the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in

Based on such an evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our internal control over

financial reporting was not effective as of December 31, 2024 due to the material weaknesses described below.

Material Weakness

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of our annual or interim financial statements will not be prevented or detected in a timely manner.

The Company did not sufficiently maintain the risk assessment and control

activities components of the COSO framework primarily relating to (i) identifying and analyzing risks, including identifying and assessing

changes in the business that could impact the system of internal controls and (ii) sufficiency of selecting and developing control activities

that contribute to the mitigation of risks to the achievement of objectives to acceptable levels.

This led to material weaknesses whereby,

we did not adequately design certain key controls at a sufficient level of precision, including account reconciliation, to address relevant

financial reporting risks including inadequate design of procedures to ensure completeness and accuracy of the accounting for content

creator agreements, and associated assets, liabilities and expenses.

Deficiencies in control activities contributed to the potential for

there to have been material accounting errors in financial statement account balances and disclosures.

While the above material weaknesses

did not result in a material misstatement of our previously issued financial statements, it could result in a misstatement of our account

balances or disclosures that would not be prevented or detected and would therefore result in a material misstatement of our annual or

interim financial statements.

See Risk Factors – We have identified material weaknesses in

our internal control over financial reporting as of December 31, 2024.

If we are unable to remediate these material weaknesses, we may

not be able to accurately or timely report our financial condition or results of operations.

Remediation Activities

We and our Board of Directors

are committed to maintaining a strong internal control environment.

Management, with the oversight of the audit committee of our Board

of Directors have evaluated the material weaknesses and have implemented a remediation plan to address the material weaknesses and enhance

our control environment.

We are taking steps to strengthen our internal control over financial reporting through the continued hiring

of additional appropriately skilled finance and accounting personnel with the requisite technical knowledge and skills.

With the additional

skilled personnel, we are taking appropriate and reasonable steps to remediate these material weaknesses through formalization of accounting

policies and controls around content creator agreements, and retention of external accounting advisors for complex accounting transactions.

We will not be able to fully remediate material weaknesses until these steps have been completed and have been operating effectively for

a sufficient period of time.

Management will continue

to review and make necessary changes to the overall design of our internal control environment, as well as policies and procedures to

improve the overall effectiveness of internal control over financial reporting.

The material weaknesses will not be considered remediated,

however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these

controls are operating effectively.

Other Information

7 unchanged sentences

Non-Rule 10b5-1 (2)

Maximum Number of Shares of Class A Common Stock to be Sold

Number of Shares

Common Stock to

Expiration Date

Chief Financial Officer

December 15, 2023

November 19, 2024

Chief Technology Officer

December 17, 2023

November 1, 2024

Chief Content Officer

December 16, 2023

December 2, 2024

November 17, 2023

December 5, 2024

(1) Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange

(2) “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.

September 1, 2025

(1) Contract, instruction or written plan intended to satisfy

the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

(2) “Non-Rule 10b5-1 trading arrangement” as defined

in Item 408(c) of Regulation S-K under the Exchange Act.

Disclosure Regarding Foreign Jurisdictions

2 unchanged sentences

Directors, Executive Officers and Corporate Governance

The information required by

this Item will be included in the Proxy Statement under the captions Information Regarding the Board of Directors and Corporate Governance

and is incorporated by reference herein.

Family Relationships

There are no family relationships among any of our directors or executive

Controlled Company

For purposes of the Nasdaq Listing Rules, we

are a “controlled company.” Under the Nasdaq rules, controlled companies are companies of which more than 50% of the

voting power for the election of directors is held by an individual, a group, or another company.

Chris Pavlovski owns approximately

83% of the outstanding voting power, on a fully diluted basis, for the election of directors.

As a “controlled company,”

we are exempt from the requirement that a majority of the Board of Directors be independent.

Director Independence

Our common stock is listed on Nasdaq.

under Nasdaq listing standards (other than with respect to a “controlled company,” which our company is), a majority of the

members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board

of directors.

In addition, the Nasdaq listing standards require that, subject to specified exceptions, each member of a listed company’s

audit, compensation, and nominating and corporate governance committees be “independent.” Our Board of Directors consults

with our counsel to ensure that the Board of Directors’ determinations are consistent with relevant securities and other laws and

regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq,

as in effect from time to time.

The Board of Directors has reviewed the independence

of each director.

Based on information provided by each director concerning her or his background, employment and affiliations, the Board

of Directors affirmatively determined that none of the directors has any relationships that would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director and that each of the directors, other than Mr.

Pavlovski and Mr.

is “independent” as that term is defined under the Nasdaq listing standards.

Board of Directors Leadership Structure

Our Bylaws and Corporate Governance Guidelines

provide our Board of Directors with flexibility to combine or separate the positions of Chairman of the Board of Directors and Chief Executive

Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of our Company.

Pavlovski currently serves in a combined role of Chairman of the Board of Directors and Chief Executive Officer.

Our Board of Directors exercises its judgment

in combining or separating the roles of Chairman of the Board of Directors and Chief Executive Officer as it deems appropriate in light

of prevailing circumstances.

The Board of Directors will continue to exercise its judgment on an ongoing basis to determine the optimal

leadership structure that the Board of Directors believes will provide effective leadership, oversight and direction, while optimizing

the functioning of both the Board of Directors and management and facilitating effective communication between the two.

The Board of Directors

has concluded that the current structure provides a well-functioning and effective balance between strong Company leadership and appropriate

safeguards and oversight by independent directors.

Our Corporate Governance Guidelines provide that an independent “lead director”

will be elected from among the independent directors when the Chairperson of the Board is not an independent director to preside over

executive sessions among non-management directors which are to be held at least annually.

Our Board of Directors has elected Robert Arsov

as the independent “lead director.”

Role of the Board of Directors in Risk Oversight

One of the key functions of the Board of Directors

is the informed oversight of our risk management process.

The Board of Directors does not have a standing risk management committee, but

rather administers this oversight function directly through the Board of Directors as a whole, as well as through various standing committees

of the Board of Directors that address risks inherent in their respective areas of oversight.

In particular, the Board of Directors is

responsible for reviewing the major risks facing our company and the Audit Committee of the Board of Directors (the “ Audit

Committee ”) has the responsibility to review and discuss with management and the independent auditor any significant risks

or exposures and our company’s policies and processes with respect to risk assessment and risk management.

The Audit Committee also

monitors compliance with legal and regulatory requirements.

The Compensation Committee of the Board of Directors (the “ Compensation

Committee ”) also assesses and monitors whether our compensation plans, policies and programs comply with applicable legal

and regulatory requirements.

Meetings of The Board of Directors and Its Committees

The Board of Directors met twenty-one times, the

Audit Committee met ten times, the Compensation Committee met five times, and the Nominating and Corporate Governance Committee met three

times during the fiscal year ended December 31, 2024.

Each director attended 75% or more of the aggregate number of meetings of the

Board of Directors and of the committees on which he or she served held during the year ended December 31, 2024.

We expect our directors and nominees for director

to attend the Annual Meeting.

Information Regarding Committees of the Board of Directors

The Board of Directors has established standing

committees in connection with the discharge of its responsibilities.

These committees include an Audit Committee, a Compensation Committee

and a Nominating and Corporate Governance Committee.

Pursuant to our Bylaws, the Board of Directors may establish such other committees

as may be permitted by law.

The following table provides current membership information for each of these Board of Directors committees:

Chris Pavlovski

Nancy Armstrong

Paul Cappuccio

Jerry Naumoff

Total meetings in the fiscal year ended December 31, 2024

Committee Member

Committee Chair

Below is a description of the Audit Committee,

Compensation Committee and Nominating and Corporate Governance Committee of the Board of Directors.

Each of the committees operates pursuant

to a written charter and each committee reviews and assesses the adequacy of its charter and submits its charter to the Board of Directors

for approval.

The written charters of the committees are available at the investors section of our website at investors.rumble.com.

Audit Committee

The members of our Audit Committee consist of

Katie Biber, Jerry Naumoff and Paul Cappuccio.

Under the Nasdaq Listing Rules, we are required to have at least three (3) members

on the audit committee.

The Nasdaq Listing Rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed

company be composed solely of independent directors, and each committee member qualifies as an independent director under applicable rules.

Katie Biber, Jerry Naumoff and Paul Cappuccio are each financially literate, and Jerry Naumoff and Paul Cappuccio each qualify as an “audit

committee financial expert” as defined in applicable SEC rules.

The functions of this committee include:

● sole responsibility for the

appointment, evaluation, compensation, retention and, if appropriate, replacement of the independent auditor;

● assessment of the independence

of the independent auditor;

● evaluation of the qualifications

and performance of the independent auditor, including the lead audit partner;

oversight of the work of the independent auditor, including resolution of disagreements between management and the independent auditor regarding financial reporting;

review and approval of all related-party transactions required to be disclosed pursuant to Item 404 of Regulation S-K under the Securities Act for potential conflict of interest situations

oversight of the integrity of financial statements and other financial disclosures and management’s design and maintenance of the company’s internal control over financial reporting and disclosure controls and procedures;

preparing annually an audit committee report for inclusion where necessary in the proxy statement relating to the annual general meeting of stockholders and/or annual report of the Company;

reviewing with the independent auditor the responsibilities, budget, staffing, effectiveness and performance of the internal audit function, and reviewing and assessing the annual internal audit plan, if any, the process used to developed the plan, and the status of activities, significant findings, recommendations and management’s response;

risk management, oversight of legal and regulatory compliance, establishment and oversight of whistleblower procedures.

Compensation Committee

The members of our Compensation Committee consist

of Paul Cappuccio, Nancy Armstrong and Robert Arsov.

Paul Cappuccio serves as the chairman of the committee.

Under the Nasdaq Listing

Rules, we are required to have at least two members on the compensation committee.

The Nasdaq Listing Rules require that the compensation

committee of a listed company (other than that of a “controlled company,” which our company is) be composed solely of independent

directors, and each of Paul Cappuccio, Nancy Armstrong and Robert Arsov qualify as independent directors under applicable rules.

The functions of the committee include:

establishment and review the objectives of the management compensation programs and basic compensation policies;

evaluation of the performance of the executive officers against corporate goals and objectives and determination and approval of the compensation (including any awards under any equity-based compensation or non-equity-based incentive compensation plan and any material perquisites) for the executive officers;

a periodic assessment of CEO performance;

review of the compensation of other employees as the committee determines to be appropriate;

review of management compensation programs, including any management incentive compensation plans as well as plans and policies pertaining to perquisites, to determine whether they are appropriate;

review, approval and recommendation to the Board of Directors with respect to the adoption or modification of any equity-based compensation plan;

administration of equity-based compensation plans for our employees, consultants and contractors as provided by the terms of such plans, including authorizing all awards made pursuant to such plans;

succession planning for key executives;

review of the manner in which any risks arising out of the Company’s compensation policies and practices are monitored;

review the form and amount of non-employee director compensation;

oversight and monitoring of other compensation-related policies and practices of the Company.

Compensation Consultants

During the fiscal year ended December 31,

2024, the Compensation Committee retained Mercer as its compensation consultant.

The Compensation Committee requested that Mercer:

provide market information, analysis, and other advice relating to executive compensation on an ongoing basis;

advise on the updates to the Company’s peer group and provide support and analysis regarding executive and director compensation;

support with the annual CEO evaluation process;

complete a Board of Directors compensation assessment and recommendations;

advise on the executive succession planning process;

evaluate the efficacy of our existing compensation strategy and practices in supporting and reinforcing our long-term strategic goals;

assist in refining our compensation strategy and in implementing our executive compensation program to execute that strategy.

As part of its engagement, Mercer was requested

by the Compensation Committee to develop and continually update a comparative group of peer companies and to perform analyses of competitive

performance and compensation levels and design for that group.

At the request of the Compensation Committee, Mercer also engaged in discussions

with members of the Compensation Committee and senior management to learn more about our business operations and strategy, key performance

metrics and strategic goals, as well as the labor markets in which we compete.

Following an active dialogue with Mercer, the Compensation

Committee considered Mercer’s input as part of its decision-making process.

The Compensation Committee has evaluated its relationship

with Mercer to ensure that it believes that such firm is independent from management.

This review process included a review of the services

that Mercer provided, the quality of those services and the fees associated with the services provided during the fiscal year ended December 31,

Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4),

Rule 5605(d)(3)(D) of the Nasdaq listing standards, and such other factors as were deemed relevant under the circumstances,

the Compensation Committee has determined that no conflict of interest was raised as a result of the work performed by Mercer.

Compensation Committee Interlocks and Insider

Participation

None of our executive officers currently serve,

or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has

one or more executive officers that has served or currently serves as a member of our Board of Directors or the Compensation Committee.

Nominating and Corporate Governance Committee

The members of our nominating

committee consist of Robert Arsov, Nancy Armstrong and Katie Biber.

Robert Arsov serves as the chairman of the committee.

Listing Rules require that the nominating committee of a listed company (other than that of a “controlled company,”

which our company is) be composed solely of independent directors, and each of Robert Arsov, Nancy Armstrong and Katie Biber qualify

as independent directors under applicable rules.

The functions of this committee include:

development and recommendation to the Board of Directors for approval of the criteria for board membership, including as to director independence and diversity;

identification, screening and review of individuals qualified to become members of the Board of Directors in a manner consistent with the criteria;

development and assessment of policies and procedures with respect to the consideration of director nominees submitted by stockholders;

review of the size, composition and organization of the Board of Directors and its committees;

assisting the Board of Directors in determining whether individual directors have material relationships with the Company that may interfere with their independence;

CEO succession planning;

coordination and oversight of the annual evaluation of the Board of Directors, its committees, individual directors and management in the governance of the Company;

development, review and assessment of the adequacy of our corporate governance principles and guidelines;

reviewing and discussing as appropriate with management the Company’s disclosures relating to director independence, governance and director nomination matters and, based on such review and discussion, determining whether to recommend to the Board of Directors that such disclosures be disclosed in the Company’s annual report or annual proxy statement, as applicable;

review of stockholder proposals properly submitted for action at the Company’s annual meeting of stockholders and recommending responses thereto;

review of our overall corporate governance practices, including stock ownership guidelines, compulsory retirement age and term limits for directors.

The Nominating and Corporate Governance Committee

will consider director candidates recommended by stockholders, so long as the recommendations comply with our Certificate of Incorporation

and Bylaws and all applicable laws, rules and regulations.

The Nominating and Corporate Governance Committee does not intend to alter

the manner in which it evaluates candidates based on whether the candidate was recommended by a stockholder.

Stockholders who wish to

recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board

of Directors may do so by providing timely notice in writing to our Corporate Secretary at c/o Rumble Inc., 444 Gulf of Mexico Drive,

Longboat Key, FL 34228.

To be timely for our 2026 annual meeting of stockholders, our Corporate Secretary must receive the notice

no earlier than February 14, 2026 and not later than the close of business on March 16, 2026.

Submissions must include the specific

information required in Section 2.12 of our Bylaws.

For additional information about our director nomination requirements, please

see our Bylaws.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct

and Ethics, applicable to all of our employees, executive officers and directors.

Our Code of Business Conduct and Ethics is

available at the investors section of our website at investors.rumble.com .

Any amendments to the Code of Conduct, or any

waivers of its requirements, will be disclosed on our website to the extent required by applicable rules and exchange

requirements.

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance

Guidelines to assure that the Board of Directors will have the necessary authority and practices in place to review and evaluate our business

operations as needed and to make decisions that are independent of our management.

The guidelines are also intended to align the interests

of directors and management with those of our stockholders.

The Corporate Governance Guidelines set forth the practices the Board of Directors

intends to follow with respect to, among other things, director qualifications, board meetings and involvement of senior management, Chief

Executive Officer performance evaluation and succession planning, and board committees.

The Corporate Governance Guidelines are available

on our investor relations website at investors.rumble.com .

Insider Trading Policy

Our Board of Directors has adopted an insider

trading policy that applies to our employees, directors, and certain consultants.

This policy prohibits, among other things, trading of

the company securities during specified blackout periods and engaging in short sales of company securities.

Hedging, Pledging and Other Special Transactions

Pursuant to our insider trading policy, we discourage

our employees, directors and officers from engaging in certain transactions, including the placing of standing or limit orders on company

securities as well as engaging in transactions in put options, call options or similar derivative securities that are traded on an exchange

or in any other organized market.

If a person subject to the policy determines that he or she must engage in such a transaction, the transaction

must comply with our pre-clearance and blackout processes.

Our directors, officers and other employees are generally not prohibited from

engaging in hedging or pledging transactions involving company securities.

Stockholder Communications with the Board of Directors

Our stockholders wishing to communicate with the

Board of Directors or an individual director may send a written communication to the Board of Directors or such director addressed to

c/o Rumble Inc., 444 Gulf of Mexico Drive, Longboat Key, FL 34228, Attn:

Corporate Secretary.

The Secretary will review each communication.

The Secretary will forward such communication to the Board of Directors or to any individual director to whom the communication is addressed

unless the communication contains advertisements or solicitations or is unduly hostile, threatening or similarly inappropriate, in which

case the Secretary will discard the communication or inform the proper authorities, as may be appropriate.

Executive Compensation

The information required by

this Item will be included in the Proxy Statement under the captions Executive Compensation and is incorporated by reference herein.

Emerging Growth Company Status

We are an “emerging growth company,”

as defined in the Jumpstart Our Business Startups (“ JOBS ”) Act.

As an emerging growth company, we are exempt

from certain requirements related to executive compensation, including the requirements to hold a nonbinding advisory stockholder vote

on named executive officer compensation, to provide information relating to the ratio of the annual total compensation of our chief executive

officer to the median of the annual total compensation of all of our employees (other than our chief executive officer), and to provide

information relating to the relationship between the executive compensation actually paid to our named executive officers (“ NEOs ”)

and our financial performance, each as required by the Investor Protection and Securities Reform Act of 2010, which is part

of the Dodd-Frank Act.

Processes and Procedures for Compensation Decisions

Our compensation program is designed to:

● attract, incentivize, and retain

employees at the executive level who contribute to our long-term success;

● provide compensation packages

to our executives that are fair and competitive, and that reward the achievement of our business objectives;

● effectively align our executives’

interests with those of our stockholders by focusing on long-term equity incentives that correlate with the creation of long-term value

for our stockholders.

Under its charter, our Compensation Committee

has the right to retain or obtain the advice of compensation consultants, independent legal counsel and other advisers.

During the fiscal

year ended December 31, 2024, our Compensation Committee retained Mercer to provide the committee with market information, analysis,

and other advice relating to executive compensation on an ongoing basis.

Mercer also assisted in developing an updated group of peer companies

to help us determine the appropriate level of overall compensation for our executive officers and non-employee directors, as well as to

assess each separate element of executive officer and non-employee director compensation, with a goal of ensuring that the compensation

we offer to our executive officers and non-employee directors is competitive, fair, and appropriately structured.

Mercer does not provide

any non-compensation consulting-related services to us.

Mercer is a wholly-owned subsidiary of Marsh & McLennan Companies, Inc.

Named Executive Officers

Our NEOs for the fiscal year ended December 31, 2024 were:

● Chris Pavlovski, our Chairman

and Chief Executive Officer;

● Tyler Hughes, our Chief Operating

● Michael Ellis, our former General

Counsel and Corporate Secretary.

Summary Compensation Table

The following table shows information regarding

the compensation earned by or paid to our NEOs during the fiscal years ended December 31, 2024 and December 31, 2023.

amounts paid to Messrs.

Pavlovski and Hughes reflected herein have been converted from Canadian dollars to U.S.

dollars using the

average annual conversion ratio as of December 31 of the respective year.

Name and Title

Chris Pavlovski

Chairman and Chief Executive Officer

Chief Operating Officer

Michael Ellis

Former General Counsel and Corporate Secretary

The amounts reported in this column do not reflect dollar amounts actually received by our NEOs.

Instead, the amounts reported in this column represent the aggregate grant-date fair value of the RSUs granted during the fiscal years indicated computed in accordance with generally accepted accounting principles in the United States of America (“U.S.

See Note 2 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for a discussion of the relevant assumptions used in calculating these amounts.

The amounts reported in this column do not reflect dollar amounts actually received by our NEOs.

Instead, these amounts reflect the aggregate grant-date fair value of the options to purchase shares of our common stock to each NEO, computed in accordance with U.S.

Our NEOs will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of the shares of our common stock underlying the option awards.

Represents the amounts paid to Mr.

Pavlovski and Mr.

Hughes for foreign tax preparation.

Represents payments pursuant to our short-term incentive plan (“ STIP ”) for the respective years.

In addition, the amounts for each of 2024 and 2023 include a cash bonus in the amount of $1,000 to Mr.

Hughes for exceeding expectations in his role during the respective years.

Narrative to Summary Compensation Table

Arrangements with Named Executive Officers

We have entered into employment agreements with each of our NEOs which

are summarized below.

Chris Pavlovski

Upon consummation of the Business Combination,

we entered into an employment agreement with Mr.

Pavlovski in his capacity as Chief Executive Officer.

The employment agreement provides

for an indefinite term of employment, during which time Mr.

Pavlovski is entitled to an annual base salary of $1,000,000;

bonus with a target of 50% of his then annual salary, payable subject to Mr.

Pavlovski’s continued employment through the payment

a one-time cash bonus of $750,000 payable upon the closing of the Business Combination;

a one-time grant of 1,100,000 restricted

shares of Class A Common Stock (which were granted as RSUs in lieu of restricted shares), which vest in substantially equal annual

installments for three years following the closing of the Business Combination, subject to Mr.

Pavlovski’s continued employment

through each vesting date;

and an annual equity grant with a value of up to $4,000,000 during his employment.

The employment agreement

also provides that Mr.

Pavlovski will be eligible to participate in all employee benefit plans, programs and arrangements made available

to our employees or, if no such plans exist, Mr.

Pavlovski will receive reimbursement of medical and dental costs for himself, his

spouse and dependents, until such time that we have medical and dental insurance plans in place.

Additionally, during the term of employment,

Pavlovski is entitled to long-term disability insurance coverage equal to at least 80% of his annual salary regardless of whether

such benefit is offered to other similarly situated executives and at no expense to him.

The employment agreement contains an indefinite

non-disparage provision, customary confidentiality and invention assignment covenants, as well as non-competition and employee and customer

non-solicitation covenants that apply during the term of employment and for a period of one year thereafter.

terminated without “cause” or due to his resignation for “good reason” (each as defined in Mr.

employment agreement), subject to his execution and non-revocation of a general release of claims in favor of us and our affiliates and

his continued compliance with the restrictive covenants in the employment agreement, he will be entitled to severance consisting of (i) any

unpaid annual bonus in respect of any completed performance period that has ended prior to the date of such termination or pro rata portion

thereof, which amount will be paid at such time annual bonuses are paid to our other senior executives, and (ii) (x) payment

of his regular wages in lieu of the minimum amount of working notice of termination prescribed by the Ontario Employment Standards Act,

2000 (“ ESA ”), (y) statutory severance pay, if any, prescribed by the ESA, and (z) any other minimum

statutory entitlement that may be payable to Mr.

Pavlovski under the ESA, without duplication.

Additionally, on September 16,

Pavlovski entered into an amendment to the employment agreement pursuant to which Mr.

Pavlovski’s salary will

be paid in Canadian dollars, in lieu of U.S.

The amendment to the Employment Agreement does not alter, amend or supersede

any other terms of the employment agreement.

In November 2022 we entered into an

employment agreement with Tyler Hughes.

Pursuant to the agreement, Mr.

Hughes is entitled to an initial annual base salary of

CDN$532,731 per year, payable in Canadian dollars, and is eligible to earn an annual bonus based upon the achievement of performance

targets established for the applicable calendar year, with a target annual bonus equal to 50% of base salary and a maximum annual

bonus equal to 100% of base salary.

Pursuant to the agreement, if Mr.

employment is terminated either (x) by the Company without “cause” or (y) by Mr.

Hughes for “good reason”,

subject to Mr.

Hughes’ execution of a general release of claims in favor of the Company and its affiliates and compliance with

any restrictive covenants to which Mr.

Hughes is subject in favor of the Company and its affiliates, Mr.

Hughes will be entitled

to, in addition to any payments required by the ESA, (i) any unpaid annual bonus in respect of any completed fiscal year that has

ended on or before the termination date;

(ii) a prorated target annual bonus for the calendar year in which such termination occurs;

(iii) continued participation in the Company’s health and dental plans for 12 months (or such longer time as required

(iv) an amount equal to Mr.

Hughes’ annual base salary less any amounts paid or payable to Mr.

during any ESA required notice period (or pay in lieu of notice), payable in either a lump sum or installments in the Company’s

sole discretion;

(v) an amount equal to the Mr.

Hughes’ target annual bonus for the year of termination, payable during

the 12-month period following termination in accordance with the Company’s regular payroll practices;

and (vi) continued vesting

during the 12-month period following termination of any time-based equity awards that are outstanding and unvested as of such termination.

Michael Ellis

In November 2022 we entered into an employment

agreement with Michael Ellis.

Pursuant to the agreement, Mr.

Ellis is entitled to an initial base salary of $400,000 per year and

is eligible to earn an annual bonus based upon the achievement of performance targets established for the applicable calendar year, with

a target annual bonus equal to 50% of his base salary and a maximum annual bonus equal to 100% of his base salary.

Pursuant to the agreement, if Mr.

employment is terminated either (x) by the Company without “cause” or (y) by Mr.

Ellis for “good reason,”

subject to his execution of a general release of claims in favor of the Company and its affiliates and compliance with any restrictive

covenants to which Mr.

Ellis is subject in favor of the Company and its affiliates, Mr.

Ellis will be entitled to:

unpaid annual bonus in respect of any completed fiscal year that has ended on or before the termination date;

(ii) a prorated target

annual bonus for the calendar year in which such termination occurs;

(iii) subsidized premiums for continued coverage under the Company’s

group health plan for up to 12 months;

(iv) an amount equal to the sum of (x) Mr.

Ellis’s annual base salary,

plus (y) the target annual bonus for the year of termination, payable during the 12-month period following termination in accordance

with the Company’s regular payroll practices;

and (v) continued vesting during the 12-month period following termination of

any time-based equity awards that are outstanding and unvested as of such termination.

Ellis resigned as General Counsel and Corporate

Secretary of the Company, effective upon the close of business on the Ellis Separation Date, to pursue a position in government.

In connection

Ellis’s resignation, in recognition of his significant contributions to the Company, the Compensation Committee determined

to provide Mr.

Ellis with the following payment and benefits:

(i) a one-time cash bonus payment of $1,000,000, to be paid on the Ellis

Separation Date;

(ii) accelerated vesting of all of Mr.

Ellis’s stock options and restricted stock units outstanding as of the Ellis

Separation Date;

and (iii) an extension of the post-termination exercise period of Mr.

Ellis’s stock options until the earlier of

the fifth anniversary of the Ellis Separation Date and the original expiration date of the stock options.

Potential Payments Upon Termination or Change

None of our NEOs is entitled to any potential

payments or benefits in connection with a termination of their employment or a change in control of the Company, other than as described

above set forth in their employment agreements.

Base salaries are intended to provide a level

of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components

of the executive compensation program.

In general, we seek to provide a base salary level designed to reflect each NEO’s scope of

responsibility and accountability.

Bonus Compensation

Our management team is eligible for short-term

incentive compensation through the STIP.

Cash incentives hold our management team accountable, reward them based on actual business

results and help create a “pay for performance” culture.

Our STIP provides cash incentive award opportunities for the achievement

of performance goals established by the Compensation Committee at the beginning of the fiscal year.

Payouts to participants vary based

on performance as compared to the target performance goals established by the Compensation Committee.

The Compensation Committee and the

CEO also retain discretion to adjust payouts for any factors that are deemed appropriate.

We awarded bonuses in the amount of $232,870

Pavlovski, $95,000 to Mr.

Ellis, and $92,372 to Mr.

Hughes pursuant to the STIP for their service in 2024.

In addition, the Compensation

Committee awarded a one-time cash bonus in the amount of $1,000 to Mr.

Hughes for exceeding expectations in his role during 2024.

Long-Term Incentive Compensation

In connection with the Business Combination, we

adopted and approved the 2022 Plan under which the Company is permitted to grant equity-based awards, including RSUs and Company Options.

Pursuant to the 2022 Plan for the year 2024, on April 3, 2024 we granted (i) a Company Option to purchase 449,646 shares of common stock

with a grant date fair value of $1,874,520 to Mr.

Pavlovski, a Company Option to purchase 181,336 shares of common stock with a grant

date fair value of $757,984 to Mr.

Ellis, and a Company Option to purchase 178,360 shares of common stock with a grant date fair value

of $745,545 to Mr.

and (ii) 92,800 time-based RSUs with a grant date fair value of $619,904 to Mr.

Pavlovski, 37,425 time-based

RSUs with a grant date fair value of $249,999 to Mr.

Ellis, and 36,810 time-based RSUs with a grant date fair value of $245,891 to Mr.

Awards granted to our NEOs under the 2022 Plan generally vest in either three or four equal annual installments of the grant date.

In connection with the Business Combination, we

assumed the Rumble Inc.

Amended and Restated Stock Option Plan (the “ Prior Plan ”), which continues to govern

the terms and conditions of the outstanding options previously granted under the Prior Plan, and all options outstanding immediately prior

to the effective time of the Business Combination were converted into options to purchase shares of Class A Common Stock in connection

The Rumble Inc.

2024 Employee Stock Purchase Plan

(the “ 2024 ESPP ”) was approved by stockholders on June 14, 2024, 2024 to allow the Company to provide its employees

and employees of certain designated subsidiaries and affiliates an opportunity to obtain a proprietary interest in the continued growth

and prosperity of the Company through ownership of its shares of common stock.

For employees of participating affiliates in countries

outside of the United States, the 2024 ESPP will be effectuated via separate offerings under one or more sub-plans of the 2024 ESPP in

order to achieve tax, employment, securities law or other purposes and objectives, and to conform the terms of the sub-plans with the

laws and requirements of such countries.

Subject to adjustment for certain changes in recapitalization or reorganization, the maximum

aggregate number of the Company’s shares of common stock that may be issued under the 2024 ESPP is 1,500,000 shares.

The 2024 ESPP

became effective as of the first available offering date, which was on March 26, 2024.

Nonqualified Deferred Compensation

Our NEOs did not participate in, or earn any benefits

under, any nonqualified deferred compensation plan sponsored by Rumble during the fiscal year ended December 31, 2024.

of Directors may elect to provide our NEOs and other employees with nonqualified deferred compensation benefits in the future if it determines

that doing so is in our best interests.

Pension Benefits

Our NEOs did not participate in, or otherwise

receive any benefits under, any pension or retirement plan sponsored by Rumble during the fiscal year ended December 31, 2024.

No Tax Gross-Ups

In the fiscal year ending December 31, 2024,

with the exception of reimbursements for foreign tax preparation for Mr.

Pavlovski and Mr.

Hughes, we did not make gross-up payments to

cover the personal income taxes of our NEOs that pertained to any of the compensation, perquisites or personal benefits paid or provided

Health and Welfare Benefits

We provide benefits to our NEOs on the same basis

as provided to all of our employees, including health, dental and vision insurance;

and life and disability insurance.

We do not maintain

any executive-specific benefit or perquisite programs.

Rule 10b5-1 Plans

Our directors and executive officers may adopt

written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of common stock on a periodic

Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive officer

when entering into the plan, without further direction from them.

The director or executive officer may amend a Rule 10b5-1 plan

in some circumstances and may terminate a plan at any time.

Our directors and executive officers also may buy or sell additional shares

outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with the terms

of our insider trading policy.

Outstanding Equity Awards as of December 31, 2024

The following table shows certain information

regarding outstanding equity awards held by each of our NEOs at December 31, 2024.

All of the outstanding equity awards were granted

under the 2022 Plan, unless otherwise indicated.

Option Awards

unexercisable

Chris Pavlovski

34,399,769 (5)(6)

9/16/2022 (3)

11/16/2022 (4)

8/16/2021 (2)

466,853 (5)(6)

11/16/2022 (4)

Michael Ellis (7)

198,633 (5)(6)

11/16/2022 (4)

The market value of unvested shares is calculated by multiplying the number of unvested shares by the closing market price of our common stock on NASDAQ on December 31, 2024, the last trading day of the year, which was $13.01 per share.

The awards vested in full on September 1, 2020 with respect to Mr.

Pavlovski’s award and September 16, 2022 with respect to Mr.

Hughes’s award.

The award vests in three equal annual installments on the first anniversary of the grant date.

The awards vest in four equal annual installments beginning on the first anniversary of the grant date.

Issued pursuant to the Prior Plan.

The number of options was determined after applying the exchange ratio pursuant to the Business Combination Agreement, such that for each option that was outstanding prior to the effective date of the Business Combination Agreement, such option was converted into a new option to purchase (i) a number of Class A Common Stock of the Company equal to the product (rounded down to the nearest whole number) of (x) the number of shares originally underlying such option, and (y) 16.474 (the “Option Exchange Ratio” and the Class A Common Stock of the Company described in this clause (i), being the “Base Option Shares”), and (ii) and for each Base Option Share, a fraction of a Class A Common Stock of the Company equal to 0.4915 of a share (the shares described in this clause (ii), the “ Tandem Option Earnout Shares ”).

The aggregate exercise price per Base Option Share together with the related fraction of the Tandem Option Earnout Share is equal to (A) the exercise price originally applicable to the option, divided by (B) the Option Exchange Ratio (rounded up to the nearest whole cent).

Ellis resigned as General Counsel and Corporate Secretary as of February 7, 2025.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

The information required by

this Item will be included in the Proxy Statement under the caption Security Ownership of Certain Beneficial Owners and Management

and is incorporated by reference herein.

Directors and Executive Officers

The following table sets forth information regarding

the beneficial ownership of shares of our different classes of voting securities (i.e., Class A Common Stock, Class C Common

Stock and Class D Common Stock), as of February 21, 2025, by:

● each person known by us to be

the beneficial owner of more than 5% of our common stock;

● each of our directors and nominees

for director;

● each of our executive officers;

● all of our executive officers

and directors as a group.

Beneficial ownership is

determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he,

she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently

exercisable or exercisable within 60 days.

For example, in the event a holder of Company stock options (“ Company

Options ”) has the right to exercise such Company Options within 60 days, such underlying shares are reflected in such

holder’s beneficial ownership in both the numerator and the denominator, but not in the denominator for other unaffiliated

holders, in accordance with the rules of the SEC.

In addition, such securities held by all of Rumble’s directors and executive

officers are included in both the numerator and denominator for purposes of determining the percentage share ownership held by the

directors and executive officers, calculated as a group.

Notwithstanding the foregoing, in order to avoid a distorted and

potentially misleading presentation of percentage share ownership by a holder, all shares of Class A Common Stock issuable upon

exchange of any issued and outstanding exchangeable shares of the Company’s subsidiary 1000045728 Ontario Inc.

(“ ExchangeCo Shares ”) (together with all issued and outstanding shares of Class A Common Stock and

ExchangeCo Shares subject to escrow restrictions under the Business Combination Agreement) are included in the denominator for all

In accordance with the foregoing methodology, the determination of the percentage of beneficial ownership in the below

presentation is based on 338,219,266 shares of Class A Common Stock issued and outstanding as of February 21, 2025 (which number is

inclusive of shares referenced in the preceding sentence) and the calculation described in footnote (2) below.

Unless otherwise

noted, the business address of each of the following individuals is c/o Rumble Inc., 444 Gulf of Mexico Drive, Longboat Key, FL

Class A Common Stock

Name and Address of Beneficial Owner

Directors and Executive Officers

Chris Pavlovski

Wojciech Hlibowicki

Brandon Alexandroff

Claudio Ramolo

Paul Cappuccio

Nancy Armstrong

Jerry Naumoff

All executive officers and directors as a group (11 individuals)

5% or More Shareholders:

Tether Holdings, S.A.

2286404 Ontario Inc.

Less than 1%.

The Company has two other classes of equity securities outstanding, Class C Common Stock and Class D Common Stock, the beneficial ownership of which is set forth in the table below.

Both Class C Common Stock and Class D Common Stock are non-economic, voting shares that are issued solely for voting purposes.

Each holder of ExchangeCo Shares was issued one “tandem” share of Class C Common Stock, which serves to provide the holder thereof with the same voting rights at the Company as one share of Class A Common Stock.

The Company views each ExchangeCo Share and its corresponding share of Class C Common Stock as one unit of account that is economically similar to a share of Class A Common Stock.

The Company issued shares of Class D Common Stock to Christopher Pavlovski to provide Mr.

Pavlovski with high vote stock, with each share carrying 11.2663 votes per share.

The percentage of voting power is based on the total number of shares beneficially owned by each holder, and taking into account the shares of high vote Class D Common Stock held by Christopher Pavlovski.

The percentage of beneficial ownership of Class A Common Stock as to any person or group of persons is calculated by dividing (i) the number of shares of Class A Common Stock beneficially owned by such person or group of persons (including the number of shares of Class A Common Stock as to which such person or group of persons has the right to acquire within 60 days of February 21, 2025), by (ii) the sum of (A) 338,219,266 shares of Class A Common Stock issued and outstanding as of February 21, 2025 (which number is determined as described in the paragraph preceding this table) plus (B) the number of shares as to which such person or group of persons has the right to acquire pursuant to Company Stock Options and Company restricted stock units (“ RSUs ”) within 60 days of February 21, 2025.

Consequently, the denominator for calculating beneficial ownership percentages may be different for each person or group of persons in the table.

Includes (i) 95,045,969 ExchangeCo Shares, of which 34,858,165 ExchangeCo Shares are subject to escrow restrictions pursuant to the terms of the Business Combination Agreement;

(ii) 34,501,881 shares of Class A Common Stock issuable upon the exercise of options, of which 11,335,655 shares of Class A Common Stock issuable upon the exercise of such options are subject to escrow restrictions pursuant to the terms of the Business Combination Agreement;

and (iii) a grant of RSUs covering 1,100,000 shares of Class A Common Stock pursuant to the Rumble Inc.

2022 Stock Incentive Plan (the “ 2022 Plan ”), which RSUs, subject to Christopher Pavlovski’s continuous employment through the applicable vesting dates, vested or will vest in one-third installments on each of September 16, 2023, September 16, 2024 and September 16, 2025.

Excludes (i) 95,045,969 shares of Class C Common Stock, which are issued in tandem with each ExchangeCo Share, with each such share of Class C Common Stock intended to give the holder thereof the same voting rights as one share of Class A Common Stock, but are otherwise non-economic and (ii) 95,791,120 shares of Class D Common Stock, with each such share of Class D Common Stock intended to give Mr.

Pavlovski high vote stock, but are otherwise non-economic, with each share carrying 11.2663 votes per share.

Includes (i) 1,522,031 shares of Class A Common Stock issuable upon the exchange of ExchangeCo Shares, all of which are subject to escrow restrictions pursuant to the terms of the Business Combination Agreement and (ii) 6,678,814 shares of Class A Common Stock issuable upon the exercise of options, of which 3,538,343 shares of Class A Common Stock issuable upon the exercise of such options are subject to escrow restrictions pursuant to the terms of the Business Combination Agreement.

Excludes 1,522,031 shares of Class C Common Stock, which are issued in tandem with each ExchangeCo Share, with each such share of Class C Common Stock intended to give the holder thereof the same voting rights as one share of Class A Common Stock, but are otherwise non-economic.

Includes (i) 1,004,515 shares of Class A Common Stock issuable upon the exchange of ExchangeCo Shares, all of which are subject to escrow restrictions pursuant to the terms of the Business Combination Agreement and (ii) 8,153,383 shares of Class A Common Stock issuable upon the exercise of options, of which 5,222,498 shares of Class A Common Stock issuable upon the exercise of such options are subject to escrow restrictions pursuant to the terms of the Business Combination Agreement.

Excludes 1,004,516 shares of Class C Common Stock, which are issued in tandem with each ExchangeCo Share, with each such share of Class C Common Stock intended to give the holder thereof the same voting rights as one share of Class A Common Stock, but are otherwise non-economic.

Includes 220,520 shares of Class A Common Stock issuable upon the exercise of options, of which 153,841 shares of Class A Common Stock issuable upon the exercise of such options are subject to escrow restrictions pursuant to the terms of the Business Combination Agreement.

1000748378 Ontario Ltd.

is the record holder of 716,135 of the reported shares.

1000748378 Ontario Ltd.

is wholly owned by Mr.

Ramolo and therefore, Mr.

Ramolo has voting and dispositive power over such shares and may be deemed to beneficially own such shares.

The business address of 1000748378 Ontario Ltd.

is 100 King Street West, Suite 6000, Toronto, Ontario, M5X 1E2 Canada.

Includes (i) 716,135 shares of Class A Common Stock issuable upon the exchange of ExchangeCo Shares and (ii) 6,229,542 shares of Class A Common Stock issuable upon the exercise of options.

2286404 Ontario Inc.

is the record holder of 23,076,192 of the reported shares.

2286404 Ontario Inc.

is wholly owned by Ryan Milnes, and therefore Mr.

Milnes has voting and dispositive power over such shares and may be deemed to beneficially own such shares.

The business address of 2286404 Ontario Inc.

is PO Box 20112 Bayfield North, Barrie, Ontario, L4M6E9, Canada.

Consists of 23,076,192 shares of Class A Common Stock issuable upon the exchange of ExchangeCo Shares in 1000045728 Ontario Inc., a corporation formed under the laws of the Province of Ontario, Canada, and an indirect, wholly owned subsidiary of the Company, of which 16,560,185 ExchangeCo Shares are subject to escrow restrictions pursuant to the terms of the Business Combination Agreement.

Excludes 23,076,091 shares of Class C Common Stock, which are issued in tandem with each ExchangeCo Share, with each such share of Class C Common Stock intended to give the holder thereof the same voting rights as one share of Class A Common Stock, but are otherwise non-economic.

Includes 93,616 shares of Class A Common Stock issuable upon the exercise of options.

The business address of Mr.

Arsov is c/o Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, NY 10019.

Includes (i) 6,953,962 shares of Class A Common Stock issuable upon the exercise of options, of which 3,943,188 shares of Class A Common Stock issuable upon the exercise of such options are subject to escrow restrictions pursuant to the terms of the Business Combination Agreement and (ii) 5,083,317 shares of Class A Common Stock subject to escrow restrictions pursuant to the terms of the Business Combination Agreement.

Excluding Company Stock Options and unvested Company RSUs (which represent

63,716,621 out of the 190,299,917 total shares of Class A Common Stock beneficially owned as shown), our directors and executive officers

as a group beneficially own a total of 126,583,296 shares of Class A Common Stock out of the total 338,219,266 shares of Class

A Common Stock issued and outstanding as of February 21, 2025, as calculated as described in the paragraph preceding this table.

The address for Tether Investments S.A.

(“Tether”) is Final Av.

La Revolucion, Colonia San Benito, Edif.

Centro, Corporativo Presidente Plaza, Nivel 12, Oficina 2, Distrito de San Salvador, Municipio de San Salvador Centro, Republica de El Salvador.

2286404 Ontario Inc.

is the record holder of the shares.

2286404 Ontario Inc.

is wholly owned by Mr.

Milnes and therefore, Mr.

Milnes has voting and dispositive power over such shares and may be deemed to beneficially own such shares.

The business address of 2286404 Ontario Inc.

is PO Box 20112 Bayfield North, Barrie, Ontario, L4M6E9, Canada.

Class C Common Stock

Class D Common Stock

Directors and Executive Officers

Chris Pavlovski (1)

Wojciech Hlibowicki (2)

Brandon Alexandroff (3)

Claudio Ramolo (4)

Ryan Milnes (5)

Paul Cappuccio

Nancy Armstrong

Jerry Naumoff

All executive officers and directors as a group (11 individuals)

5% or More Shareholders:

Tether Holdings, S.A.

2286404 Ontario Inc.

See footnote 3 above.

See footnote 4 above.

See footnote 5 above.

See footnote 7 above.

See footnote 8 above.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our

directors, executive officers, and persons who beneficially own more than 10% of our common stock, to file reports of beneficial ownership

and changes in beneficial ownership with the SEC.

To our knowledge, based solely on a review of the reports filed by or on behalf of our

directors and executive officers and written representations from these persons that no other reports were required, we believe that during

the year ended December 31, 2024 our directors, executive officers and holders of more than 10% of our common stock filed the required

reports on a timely basis under Section 16(a).

Certain Relationships and Related

Transactions, and Director Independence

The information required by

this Item will be included in the Company’s Proxy Statement under the caption Certain Relationships and Related Party Transactions

and are incorporated by reference herein.

Other than compensation arrangements for our directors

and executive officers, which are described in the section titled “ Executive Compensation ”, below is a description

of transactions during the fiscal year ended December 31, 2024 to which we were a party or will be a party, in which:

● the amounts involved exceeded

or will exceed $120,000;

● any of our directors, executive

officers or holders of more than 5% of any class of our capital stock, or any member of the immediate family of, or person sharing the

household with, the foregoing persons, had or will have a direct or indirect material interest.

Prior to December 31, 2021,

Rumble was a party to the several agreements with Kosmik Development Skopje doo (“ Cosmic ”), pursuant to which

Cosmic provided content editing and moderation services to Rumble.

Cosmic is controlled by Mr.

Pavlovski and Ryan Milnes.

owns a significant number of shares of our common stock through his holding entity.

As part of the Business Combination, effective as

of December 31, 2021, agreements with Cosmic then in place were amended and restated (other than one agreement, which was terminated)

to, among other things, provide a “cost” plus 10% fee structure, clarify payment terms and include performance standards

in favor of Rumble.

Under the amended agreements with Cosmic, Cosmic continues to provide content editing and moderation services, along

with other business process outsourcing services, as requested by Rumble.

Any intellectual property created by Cosmic pursuant to the

terms of the amended agreements has been assigned to Rumble.

The amended agreements provide for an initial term of 24 months, subject

to automatic renewals for subsequent 12-month terms unless either party provides written notice of non-renewal at least 6 months

prior to the expiration of the current term.

In fiscal years 2024 and 2023, Cosmic received approximately $3,382,267 and $2,849,600,

respectively, in service fees from Rumble under the amended and restated agreements with Cosmic.

Tether Investment

On December 20, 2024, the Company entered into

a Transaction Agreement with Tether, pursuant to which, subject to the terms and conditions of the Transaction Agreement, Tether agreed

to make a strategic investment in the Company of $775 million, consisting of 103,333,333 newly issued shares of the Class A Common Stock

at a price of $7.50 per share (the “Investment”).

On February 7, 2025, the Company and Tether closed the Investment, and the

Company issued and sold 103,333,333 shares of Class A Common Stock to Tether for the purchase price described above.

Pursuant to a Registration

Rights Agreement, the Company has registered the offer and sale of the Class A Common Stock issued to Tether to satisfy its obligations

Under the Registration Rights Agreement, Tether also has customary piggyback and demand registration rights.

of the Transaction Agreement and Registration Rights Agreement are contained in the Company's Current Reports on Form 8-K filed with the

SEC on December 23, 2024 and on February 7, 2025.

Policies and Procedures for Related Person Transactions

Our Board of Directors has adopted a written related

person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration and oversight

of “related person transactions.” For purposes of our policy only, a “related person transaction” is any transaction,

arrangement, or relationship, or any series of similar transactions, arrangements, or relationships, in which we are a participant involving

an amount that will or may be expected to exceed $120,000 in any fiscal year, and any related party has or will have a direct or indirect

material interest.

Under the policy, the related person in question or, in the case of transactions with a holder of more than 5% of any

class of our voting securities, an officer with knowledge of a proposed transaction, must notify the General Counsel of the facts and

circumstances of the proposed transaction.

If the General Counsel determines that the transaction could constitute a related party transaction,

the General Counsel will report such transaction, together with a summary of the material facts, to the Audit Committee for consideration

at the next regularly scheduled Audit Committee meeting.

In considering a related person transaction, our Audit Committee will take several

considerations into account, including:

● whether the transaction was

undertaken in the ordinary course of business;

● whether the transaction was

initiated by the Company or the related party;

● the availability of other sources

of comparable products or services;

● whether the transaction is proposed

to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third

● the purpose of, and the potential

benefits to the Company of, the transaction;

● the approximate dollar value

of the amount involved in the transaction, particularly as it relates to the related party;

● the related party’s interest

in the transaction;

Our Audit Committee will approve only those transactions that it determines

are fair to us and in our best interests.

All of the transactions described above were entered into prior to the adoption of such policy.

Principal Accountant Fees and Services

The information required by

this Item will be included in the Company’s Proxy Statement under the caption Proposal 2:

Ratification of the Selection of Independent

Registered Public Accounting Firm and is incorporated by reference herein.

Moss Adams LLP currently serves as our independent

registered public accounting firm.

After consideration of Moss Adams LLP’s qualifications and past performance, the Audit Committee

has selected, and the Board of Directors ratified the selection of Moss Adams LLP as our independent registered public accounting firm

for the fiscal year ending December 31, 2025.

The Board of Directors has directed that management submit the selection of Moss Adams

LLP for ratification by our stockholders at the Annual Meeting.

Representatives of Moss Adams LLP are expected to be present at the Annual

They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our Bylaws nor other governing documents

or law require stockholder ratification of the selection of Moss Adams LLP as our independent registered public accounting firm.

the Audit Committee has opted to submit the selection of Moss Adams LLP to our stockholders for ratification as a matter of good corporate

If our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain Moss Adams LLP.

if the selection is ratified, the Audit Committee or the Board of Directors, in their discretion, may direct the appointment of different

independent auditors at any time during our fiscal year if they determine that such a change would be in the best interests of Rumble

and its stockholders.

CHANGE IN INDEPENDENT REGISTERED ACCOUNTING FIRM

On August 10, 2023, the Audit Committee replaced

MNP LLP with Moss Adams LLP as our independent registered public accounting firm to audit our consolidated financial statements for the

year ended December 31, 2023.

MNP LLP had served as the Company’s auditor since 2019.

MNP LLP’s reports on our consolidated financial

statements issued during each of the two years ended December 31, 2022 and December 31, 2021 did not contain an adverse opinion or a disclaimer

of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the two years ended December 31, 2022 and

December 31, 2021, and during the subsequent interim period through August 10, 2023, (i) there were no disagreements (within the meaning

of Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions thereto) between the Company and MNP LLP on

any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements,

if not resolved to MNP LLP’s satisfaction, would have caused MNP LLP to make reference to the subject matter of the disagreements

in connection with its reports on our consolidated financial statements for such years, and (ii) there were no reportable events (as defined

by Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).

We provided MNP LLP with a copy of the foregoing

disclosures and received a letter from MNP LLP addressed to the SEC stating that it agreed with the statements made by us set forth above.

A copy of MNP LLP’s letter, dated August 14, 2023, is filed as Exhibit 16.1 to our Current Report on Form-8-K, filed with the SEC

on August 14, 2023.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table summarizes the fees for services

rendered by Moss Adams LLP for the years ended December 31, 2024 and 2023.

As an emerging growth company and a smaller reporting

company, we are exempt from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, and as a result,

our audit fees are significantly lower than if we were required to provide an auditor attestation under Section 404(b).

on our public float as of June 30, 2025, we may become subject to the auditor attestation requirements of Section 404(b) of

the Sarbanes-Oxley Act for the fiscal year ending December 31, 2025, which would require us to incur significant additional costs

and to re-assess our required audit services for the fiscal year ending December 31, 2025 with our independent registered public

accounting firm.

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (3)

Consist of fees incurred for the audit of the Company’s annual financial statements, review of financial statements included in the Company’s Quarterly Reports on Form 10-Q and services that are normally provided in connection with statutory and regulatory filings or engagements.

Consists of fees incurred related to the preparation of Service Organization Control (SOC) reports in connection with the Company’s internal controls.

Consists of fees incurred related to consent letters required in connection with statutory and regulatory filings or engagements.

Exhibits and Financial Statement Schedules

1 unchanged sentence

of this Form 10-K:

Financial Statements

under Item 8.

Financial Statements under Item 8.

Consolidated Financial Statements and Supplementary Data

of Independent Registered Public Accounting Firm (Moss Adams LLP, Seattle, Washington, PCAOB ID:

Reports of Independent Registered Public Accounting Firm (MNP LLP, PCAOB ID:

Statements of Operations

Balance Sheets

Statements of Shareholders’ Equity

Statements of Cash Flows

to the Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firm (Moss Adams LLP, Seattle, Washington, PCAOB ID:

Consolidated Statements of Operations

Consolidated Balance Sheets

Consolidated Statements of Shareholders’ (Deficit) Equity

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

Financial Statement Schedule

All financial

statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information

is presented in the Financial Statements.

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the Financial Statements.

Reference is made to the separate Index to

10 unchanged sentences

Plan of Arrangement, dated September 16, 2022 (incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K filed on September 22, 2022).

Second Amended and Restated Certificate of Incorporation of Rumble Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on March 30, 2023).

Second Amended and Restated Certificate of Incorporation of Rumble Inc.(incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on March 30, 2023).

Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Rumble Inc., dated June 14, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 18, 2024).

Amended and Restated Bylaws of Rumble Inc.(incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on September 22, 2022).

8 unchanged sentences

Warrant Assignment, Assumption and Amendment Agreement, dated September 16, 2022, by and among the Company, Computershare Inc., Computershare Trust Company, N.A., and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 22, 2022).

Description of Securities (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed on March 30, 2023).

of Securities (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed on March 30,

Exchange and Support Agreement, dated September 16, 2022, by and among the Company, ExchangeCo, CallCo and the shareholders of ExchangeCo who hold ExchangeCo Shares (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 22, 2022).

8 unchanged sentences

2022 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed on November 14, 2022).

Amendment No.

1 to Rumble Inc.

2022 Stock Incentive Plan.

Form of Restricted Stock Unit Award Agreement in respect of the Rumble Inc.

62 unchanged sentences

(incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on November 21, 2022).

Controlled Equity OfferingSM Sales Agreement, dated October 18, 2024, by and between Rumble Inc.

and Cantor Fitzgerald & Co.(incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 filed on October 18, 2024).

Transaction Agreement, dated December 20, 2024, by and between Rumble Inc.

and Tether Investments Limited (n/k/a Tether Investments S.A.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 23, 2024).

Form of Tender and Support Agreement, dated December 20, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 23, 2024).

Registration Rights Agreement, dated February 7, 2025, by and between Rumble Inc.

and Tether Investments S.A.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 7, 2025).

Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K filed on September 22, 2022).

Insider Trading Policy.

List of Subsidiaries of the Company.

Consent of Moss Adams LLP.

Consent of MNP LLP.

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.

4 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy

Clawback Policy (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed on March 27, 2024).

Inline XBRL Instance Document.

38 unchanged sentences

Paul Cappuccio

/s/ Ethan Fallang

March 27, 2024

Ethan Fallang

/s/ Ryan Milnes

March 25, 2025

/s/ David Sacks

/s/ Jerry Naumoff

March 25, 2025

Jerry Naumoff

/s/ Katie Biber

March 25, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures