RUM Group Inc. 10-K

Item 8. Financial Statements and Supplementary Data Reports of Independent Registered Public Accounting Firm (Baker Tilly US, LLP, Seattle, Washington, PCAOB ID: 23) F-2 Consolidated Statements of Operations F-3 Consolidated Balance Sheets F-4 Consolidated Statements of Shareholders’ (Deficit) Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 1. Overview and Basis of Presentation F-7 2. Summary of Significant Accounting Policies F-8 3. Revenue from Contracts with Customers F-18 4. Cash and Cash Equivalents F-18 5. Digital Assets F-19 6. Property and Equipment F-19 7. Right-of-Use Assets and Lease Liabilities F-20 8. Intangible Assets F-21 9. Goodwill F-22 10. Accounts Payable and Accrued Liabilities F-22 11. Income Taxes F-22 12. Derivative Liability F-25 13. Shareholders’ Equity (Deficit) F-26 14. Share-Based Compensation Expense F-29 15. Loss per Share F-34 16. Commitments and Contingencies F-34 17. Fair Value Measurements F-36 18. Credit and Concentration Risks F-37 19. Related Party Transactions F-38 20. Segment Information F-39 21. Subsequent Events F-40 64 Rumble Inc. Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 Contents Report of Independent Registered Public Accounting Firm (Baker Tilly US, LLP, PCAOB ID: 23 ) F-2 Consolidated Statements of Operations F-3 Consolidated Balance Sheets F-4 Consolidated Statements of Shareholders’ Equity (Deficit) F-5 Consolidated Statements of Cash Flows F-6 Notes to the Consolidated Financial Statements F-7 - F-40 F- 1 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Rumble Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Rumble Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, shareholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America . Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Baker Tilly US, LLP Seattle, Washington March 5, 2026 We have served as the Company’s auditor since 2023. F- 2 Rumble Inc. Consolidated Statements of Operations (Expressed in U.S. Dollars) For the year ended December 31, 2025 2024 Revenues $ 100,622,320 $ 95,488,190 Expenses Cost of services (content, hosting and other) $ 107,383,833 $ 138,472,266 General and administrative 48,738,522 36,646,307 Research and development 18,743,630 18,923,319 Sales and marketing 23,892,235 17,330,925 Acquisition-related transaction costs 13,303,532 - Amortization and depreciation 14,564,535 13,614,587 Change in fair value of digital assets 649,638 - Change in fair value of contingent consideration - 1,354,357 Total expenses 227,275,925 226,341,761 Loss from operations ( 126,653,605 ) ( 130,853,571 ) Interest income 10,419,139 8,083,903 Other expense ( 10,643 ) ( 207,431 ) Change in fair value of warrant liability 24,781,975 ( 32,694,697 ) Change in fair value of derivative 9,700,000 ( 184,699,998 ) Loss before income taxes ( 81,763,134 ) ( 340,371,794 ) Income tax (expense) benefit ( 67,228 ) 2,009,015 Net loss $ ( 81,830,362 ) $ ( 338,362,779 ) Loss per share – basic and diluted $ ( 0.32 ) $ ( 1.66 ) Weighted-average number of common shares used in computing net loss per share - basic and diluted 254,739,238 204,100,835 Share-based compensation expense included in expenses: Cost of services (content, hosting and other) $ 4,435,783 $ 9,030,594 General and administrative 14,434,478 11,788,130 Research and development 3,287,078 2,014,168 Sales and marketing 1,679,442 981,871 Total share-based compensation expense $ 23,836,781 $ 23,814,763 The accompanying notes are an integral part of these consolidated financial statements. F- 3 Rumble Inc. Consolidated Balance Sheets (Expressed in U.S. Dollars) December 31, 2025 December 31, 2024 Assets Current assets Cash and cash equivalents $ 237,919,453 $ 114,018,900 Accounts receivable, net 11,859,231 9,778,941 Prepaid expenses and other 14,767,472 12,329,789 264,546,156 136,127,630 Other non-current assets 1,123,781 402,475 Digital assets 18,450,362 - Property and equipment, net 16,178,941 17,068,076 Right-of-use assets, net 1,868,458 1,753,100 Intangible assets, net 24,023,709 29,306,135 Goodwill 10,655,391 10,655,391 $ 336,846,798 $ 195,312,807 Liabilities and Shareholders’ Equity (Deficit) Current liabilities Accounts payable and accrued liabilities $ 27,875,120 $ 18,223,372 Deferred revenue 16,105,587 12,812,984 Lease liabilities 1,281,444 1,000,643 Derivative liability - 184,699,998 45,262,151 216,736,997 Lease liabilities, net of current portion 633,128 799,910 Warrant liability 15,609,327 40,391,302 Other liability 500,000 500,000 62,004,606 258,428,209 Commitments and contingencies (Note 16) Shareholders’ equity (deficit) Preferred shares ($ 0.0001 par value per share, 20,000,000 shares authorized, no shares issued or outstanding) - - Common shares ($ 0.0001 par value per share, 700,000,000 Class A shares authorized, 215,736,576 and 118,808,857 shares issued and outstanding, as of December 31, 2025 and 2024, respectively; 170,000,000 Class C (and corresponding ExchangeCo Share) authorized, 123,690,470 and 165,153,621 shares issued and outstanding, as of December 31, 2025 and 2024, respectively; 110,000,000 Class D authorized, 95,791,120 and 105,782,403 shares issued and outstanding, as of December 31, 2025 and 2024, respectively) 773,439 768,892 Accumulated deficit ( 565,396,304 ) ( 483,565,942 ) Additional paid-in capital 839,465,057 419,681,648 274,842,192 ( 63,115,402 ) $ 336,846,798 $ 195,312,807 The accompanying notes are an integral part of these consolidated financial statements. F- 4 Rumble Inc. Consolidated Statements of Shareholders’ Equity (Deficit) (Expressed in U.S. Dollars) For the year ended December 31, 2025 Number of Common Stock Class A Class C (and corresponding ExchangeCo Share) Class D Class A Class C Class D Additional Paid-in Capital Accumulated Deficit Total Balance, December 31, 2024 118,808,857 165,153,621 105,782,403 $ 741,799 $ 16,515 $ 10,578 $ 419,681,648 $ ( 483,565,942 ) $ ( 63,115,402 ) Issuance of Class A Common Stock in exchange for Class C Common Stock (and corresponding ExchangeCo Share) 41,463,151 ( 41,463,151 ) - 4,146 ( 4,146 ) - - - - Cancellation of Class D Common Stock - - ( 9,991,283 ) - - ( 999 ) 999 - - Issuance of Class A Common Stock 33,333,333 - - 3,333 - - 424,996,665 - 424,999,998 Issuance of Class A Common Stock upon exercise of stock options and warrants as well as vesting of restricted stock units 22,107,128 - - 2,211 - - 2,986,779 - 2,988,990 Net share settlement on restricted stock units - - - - - - ( 3,349,241 ) - ( 3,349,241 ) Issuance of Class A Common Stock under ESPP 24,107 - - 2 - - 175,508 - 175,510 Share issuance costs - - - - - - ( 29,429,791 ) - ( 29,429,791 ) Share-based compensation - - - - - - 24,402,490 - 24,402,490 Loss for the period - - - - - - - ( 81,830,362 ) ( 81,830,362 ) Balance, December 31, 2025 215,736,576 123,690,470 95,791,120 $ 751,491 $ 12,369 $ 9,579 $ 839,465,057 $ ( 565,396,304 ) $ 274,842,192 For the year ended December 31, 2024 Number of Common Stock Class A Class C (and corresponding ExchangeCo Share) Class D Class A Class C Class D Additional Paid-in Capital Accumulated Deficit Total Balance, December 31, 2023 114,926,700 165,353,621 105,782,403 $ 741,410 $ 16,535 $ 10,578 $ 396,057,788 $ ( 145,203,163 ) $ 251,623,148 Issuance of Class A Common Stock in exchange for Class C Common Stock (and corresponding ExchangeCo Share) 200,000 ( 200,000 ) - 20 ( 20 ) - - - - Issuance of Class A Common Stock in connection with Callin acquisition 836,292 - - 84 - - 2,656,429 - 2,656,513 Issuance of Class A Common Stock upon exercise of stock options and warrants as well as vesting of restricted stock units 2,845,865 - - 285 - - 662,918 - 663,203 Net share settlement on restricted stock units - - - - - - ( 1,963,132 ) - ( 1,963,132 ) Share-based compensation - - - - - - 22,267,645 - 22,267,645 Loss for the year - - - - - - - ( 338,362,779 ) ( 338,362,779 ) Balance, December 31, 2024 118,808,857 165,153,621 105,782,403 $ 741,799 $ 16,515 $ 10,578 $ 419,681,648 $ ( 483,565,942 ) $ ( 63,115,402 ) The accompanying notes are an integral part of these consolidated financial statements. F- 5 Rumble Inc. Consolidated Statements of Cash Flows (Expressed in U.S. Dollars) For the year ended December 31, 2025 2024 Cash flows provided by (used in) Operating activities Net loss for the year $ ( 81,830,362 ) $ ( 338,362,779 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization and depreciation 14,564,535 13,614,587 Share-based compensation 23,836,781 21,530,677 Provision for credit losses 954,321 - Net trade and barter revenue and expense ( 118,873 ) 118,873 Non-cash lease expense 1,195,321 997,541 Change in fair value of warrants ( 24,781,975 ) 32,694,697 Change in fair value of contingent consideration - 1,354,357 Change in fair value of digital assets 649,638 - Change in fair value of derivative ( 9,700,000 ) 184,699,998 Loss on disposal of property and equipment 20,771 - Loss on lease termination 925 - Changes in operating assets and liabilities: Accounts receivable ( 3,034,611 ) ( 4,338,494 ) Prepaid expenses and other ( 3,210,027 ) 2,321,553 Accounts payable and accrued liabilities 8,758,479 ( 4,268,101 ) Deferred revenue 3,411,476 5,690,220 Deferred tax liability - ( 2,009,015 ) Operating lease liabilities ( 1,146,548 ) ( 1,054,589 ) Net cash used in operating activities ( 70,430,149 ) ( 87,010,475 ) Investing activities Purchase of property and equipment ( 4,066,907 ) ( 2,674,114 ) Purchase of intangible assets ( 2,887,859 ) ( 4,493,422 ) Sale and maturities of marketable securities - 1,135,200 Purchase of digital assets ( 19,100,000 ) - Cash paid to non-accredited investors in connection with Callin acquisition - ( 2,488,931 ) Cash paid in connection with North River acquisition - ( 7,122,868 ) Net cash used in investing activities ( 26,054,766 ) ( 15,644,135 ) Financing activities Taxes paid from net share settlement for share-based compensation ( 3,349,241 ) ( 1,963,132 ) Proceeds from exercise of warrants and stock options 2,988,990 663,204 Proceeds from issuance of Class A Common Stock under ESPP 175,510 - Proceeds from issuance of Class A Comon Stock 775,000,000 - Repurchase of Class A Common Stock ( 525,000,000 ) - Share issuance costs ( 29,429,791 ) ( 365,220 ) Net cash provided by (used in) financing activities 220,385,468 ( 1,665,148 ) Increase (decrease) in cash and cash equivalents during the period 123,900,553 ( 104,319,758 ) Cash and cash equivalents, beginning of year 114,018,900 218,338,658 Cash and cash equivalents, end of year $ 237,919,453 $ 114,018,900 Supplemental cash flow information: Cash paid for income taxes $ 33,755 $ 71,864 Cash paid for interest - 288 Cash paid for lease liabilities 1,344,218 1,242,376 Non-cash investing and financing activities: Class A Common Stock issued to settle contingent consideration liability - 1,404,753 Deferred issuance costs included in accounts payable and accrued liabilities - 880,000 Settlement of the derivative liability 174,999,998 - Property and equipment in accounts payable and accrued liabilities 893,270 46,210 Recognition of operating right-of-use assets in exchange of operating lease liabilities, net of derecognition of terminated leases 1,119,786 276,738 Share-based compensation capitalized related to intangible assets 565,709 736,966 The accompanying notes are an integral part of these consolidated financial statements. F- 6 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 1. Overview and Basis of Presentation Nature of Operations Rumble Inc. (“Rumble” or the “Company”) is a high growth, video sharing platform and cloud services provider designed to help content creators manage, distribute, and monetize their content by connecting them with brands, publishers, and directly to their subscribers and followers. The Company’s registered office is located at 444 Gulf of Mexico Drive, Longboat Key, Florida, 34228. The Company’s shares of Class A common stock and warrants are traded on The Nasdaq Global Market (“Nasdaq”) under the symbol “RUM” and “RUMBW”, respectively. Basis of Presentation The accompanying consolidated financial statements (the “financial statements”) are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the results of the Company and its wholly-owned subsidiaries. Any reference in these notes to applicable guidance is meant to refer to the authoritative guidance found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”). All intercompany balances and transactions have been eliminated upon consolidation. These financial statements are presented in U.S. dollars, which is the functional currency of the Company. Basis of Consolidation These consolidated financial statements include the accounts of the Company and all subsidiaries. Subsidiaries are entities in which the Company has a controlling voting interest or is the primary beneficiary of a variable interest entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated from the date control ceases. The consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating intercompany balances and transactions. Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates the estimates used, which include but are not limited to the: provision for credit losses; valuation of share-based compensation awards; probability of achievement associated with performance-based awards; fair value of financial instruments including warrant liability, digital assets, contingent consideration, and derivative; discount rate in determining lease liabilities; valuation of long-lived assets and their associated useful lives, valuation of goodwill; and the realization of tax assets, estimates of tax liabilities, and valuation of deferred taxes; estimates of the standalone selling prices used in the recognition of revenue; and estimates in the determination of the fair value of non-cash consideration earned in trade and barter transactions. These estimates, judgments, and assumptions are reviewed periodically and the impact of any revisions are reflected in the financial statements in the period in which such revisions are made. Actual results could differ materially from those estimates, judgments, or assumptions, and such differences could be material to the Company’s consolidated financial position and results of operations. F- 7 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 2. Summary of Significant Accounting Policies Foreign Currency The functional currencies of the Company and its foreign subsidiaries are the U.S. dollar. Transactions denominated in currencies other than the U.S. dollar are remeasured using end-of-period exchange rates or exchange rates prevailing at the date of the transaction, and the resulting gains or losses are recognized as a component of other expense. Fair Value Measurements The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants. Fair value measurement is based on a hierarchy of observable or unobservable inputs. The standard describes three levels of inputs that may be used to measure fair value. Level 1 - Inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date; Level 2 - Inputs to the valuation methodology other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and the fair value can be determined through the use of models or other valuation methodologies; and Level 3 - Inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity of the asset and liability and the reporting entity makes estimates and assumptions relating to the pricing of the asset or liability, including assumptions regarding risk. This includes certain cash flow pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company may measure eligible assets and liabilities at fair value, with changes in value recognized in profit and loss. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. The Company evaluates the estimated fair value of financial instruments using available market information and management’s estimates. The use of different market assumptions and/or estimation methodologies could have a significant impact on the estimated fair value amounts. Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, lease liabilities, digital assets, warrant liability, derivative liability, and other liabilities, approximate fair value. Concentration Risk A meaningful portion of the Company’s revenue and related accounts receivable are attributable to service agreements with several customers. See Note 18 for further details. F- 8 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 2. Summary of Significant Accounting Policies (Continued) Revenue Recognition The Company derives revenues primarily from: ● Audience Monetization; and ● Other Initiatives Revenues are recognized when the control of promised services is transferred to a customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Sales tax and other similar taxes are excluded from revenues. In order to recognize revenue, the Company applies the following five (5) steps: 1. Identify the contract with a customer 2. Identify the performance obligation(s) 3. Determine the transaction price 4. Allocate the transaction price to the performance obligation(s) 5. Recognize revenue when/as performance obligation(s) are satisfied Audience Monetization Audience Monetization includes advertising fees on the Rumble platform; subscription fees earned primarily from consumer product offerings such as Rumble Premium, Locals and badges; revenues generated from content that is licensed by third-parties; and fees from tipping and platform hosting fees. The Company generates advertising fees by delivering digital video and display advertisements as well as cost-per-message-read advertisements. Digital video and display advertisements are placed on Rumble websites, its associated mobile or connected TV applications, and newsletters. Customers pay for advertisements either directly or through their relationships with advertising agencies or resellers, based on the number of impressions delivered by our users. For cost-per-message-read advertising, customers pay to have their products or services promoted by a content creator, and the Company earns revenue that may consist of fixed amounts per campaign and commissions based on performance-based metrics. The Company recognizes revenue from video and display advertisements when a user engages with the advertisement, such as an impression, click, or purchase. For cost-per-message-read advertising, advertising revenue is recognized when the performance obligation is fulfilled, usually when the message is read or when a user makes a purchase. In general, advertising fees are reported on a gross basis because the Company controls the advertising inventory before it is transferred to the customer. Control is evidenced by the Company’s sole ability to monetize the advertising inventory before it is transferred to the customer. Revenue from subscription services related to consumer product offerings, including Rumble Premium, Locals, and badges, is recognized over the contract duration on a straight-line basis. F- 9 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 2. Summary of Significant Accounting Policies (Continued) Revenue Recognition (Continued) The Company generates revenue through the licensing of content to third-party platforms. The consideration received is variable in nature as it is dependent on the level of traffic and number of impressions generated on the third-party platforms. For these arrangements, revenue is recognized when the performance obligation is satisfied over the period the license is provided to the third-party provider. The usage-based royalty exemption has been taken by the Company for these arrangements. Fees from tipping features are recognized at a point in time when a user tips on the platform. Revenues related to platform hosting are recognized over time as the Company provides access to the platform and varies based on the subscription fees generated by the content creator. The Company allocates variable fees earned from these arrangements to those distinct performance obligations where pricing practices are consistent with the allocation objective. Other Initiatives 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. The Company facilitates the placement of the customer’s digital video and display advertisements on third-party publisher websites or mobile applications. Customers pay for advertisements either directly or through relationships with advertising agencies or resellers, based on the number of impressions delivered by our users. The Company recognizes revenue when a user engages with the advertisement. Cloud services are generally provided on either a consumption or subscription basis. Revenues related to cloud services provided on a consumption basis are recognized when the customer utilizes the services, based on the quantity of services consumed at the amount for which we have the right to invoice for services performed. Revenues related to cloud services provided on a subscription basis are recognized ratably over the contract term as the customer receives and consumes the benefits of the cloud services. For license agreements related to the Rumble Player, the Company’s obligations include providing access to the current version of the Rumble Player throughout the term of the contract. As part of this arrangement, the customer is required to use the most current version of the player and therefore, the utility of the player to the customer is significantly affected by Rumble’s ongoing activities to maintain and support the player. Revenue is therefore recognized ratably over the term of the contract. Arrangements with Multiple Performance Obligations Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenues to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on observable prices of our products and services sold or priced separately in comparable circumstances to similar customers. F- 10 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 2. Summary of Significant Accounting Policies (Continued) Revenue Recognition (Continued) Principal vs Agent In our arrangements, we evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). The Company controls the advertising inventory (including digital advertisements that are placed with third-party publishers) and the ability to monetize the content (in the case of tipping) before it is transferred to the customer and therefore is the principal in these transactions. Control is evidenced by the Company’s ability to monetize the advertising inventory or content before it is transferred to the customer. The Company is also acting as the principal in licensing and subscription transactions, as it has control over both the content that is monetized as well as the platform over which the content is displayed. Further, the Company manages the monetization of content and is the only party to the contract with its customers. As it relates to revenues earned from platform hosting, we present revenue on a net basis as the Company is acting as the agent providing a platform for content creators to post content and interact with end users. Practical Expedients and Exemptions The Company does not disclose the transaction price allocated to unsatisfied performance obligations for contracts with an original expected length of one year or less and for contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed. Trade and Barter Transactions 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. Trade and barter revenue was $ 3,118,602 and $ 2,881,398 for the years ended December 31, 2025 and 2024, respectively. Trade and barter expenses were $ 3,000,000 and $ 3,000,000 for the years ended December 31, 2025 and 2024, respectively. The trade and barter expense is recorded in sales and marketing expense in the consolidated statement of operations. F- 11 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 2. Summary of Significant Accounting Policies (Continued) Deferred Revenue The Company records amounts that have been invoiced to its clients in either deferred revenue or revenue depending on whether the revenue recognition criteria described above have been met. Deferred revenue includes payments received in advance of performance under the contract. Costs of Services (Exclusive of Amortization and Depreciation) Costs of services primarily consist of costs related to obtaining, supporting and hosting the Company’s product offerings. These costs primarily include: ● Programming and content costs related to payments to content providers from whom videos and other content are licensed. These costs are typically paid to these providers based on revenues generated. In certain circumstances we incur additional costs related to incentivizing top content creators to promote and join our platform. Where that is the case, the Company recognizes the associated cost on a straight-line basis over the contractual term to which it relates. ● Other costs of services include third-party service provider costs such as data center and networking, staffing costs directly related to professional services fees, and costs paid to publishers. Advertising Expenses Advertising costs are expensed as incurred and are included in sales and marketing expense on the consolidated statements of operations. The Company incurred advertising expenses of $ 8,855,640 and $ 5,311,094 during the years ended December 31, 2025 and 2024, respectively. Share-Based Compensation The Company issues equity awards such as stock options and restricted stock units to certain of its employees, advisory board members, directors, officers and consultants. For awards with a market condition, the market condition is taken into consideration in the fair value-based measure, whereas service and performance conditions are taken into consideration in determining the share-based compensation expense. For equity awards granted to employees that have only a service condition, the Company recognizes the share-based compensation expense on a straight-line basis over the requisite service period. The vesting period for the equity awards granted is determined by the board of directors of the Company and the typical vesting period for equity awards with service conditions is three to four years. The requisite service period for Rumble’s equity awards subject only to service conditions is coterminous with the vesting period specific to those equity awards. For equity awards with either a market condition or a performance condition, the Company determines the fair value of each tranche of the award, and then recognizes the share-based compensation expense associated with each tranche of the award over the requisite service period for that tranche. 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 that the performance condition will be met. Forfeitures are accounted for when they occur. F- 12 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 2 . Summary of Significant Accounting Policies (Continued) Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined on the basis of the difference between the tax bases of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. A valuation allowance is established for deferred tax assets for which realization is uncertain. Uncertain tax positions are accounted for using a comprehensive model for the manner in which a company should recognize, measure, present and disclose in its financial statements all material uncertain tax positions that the company has taken or expects to take on a tax return. This applies to income taxes and is not intended to be applied by analogy to other taxes, such as sales taxes, value-add taxes, or property taxes. The Company reviews its nexus in various tax jurisdictions and the Company’s tax positions related to all open tax years for events that could change the status of its tax liability, if any, or require an additional liability to be recorded. Such events may be the resolution of issues raised by a taxing authority, expiration of the statute of limitations for a prior open tax year or new transactions for which a tax position may be deemed to be uncertain. Those positions, for which management’s assessment is that there is more than a 50 percent probability of sustaining the position upon challenge by a taxing authority based upon its technical merits, are subjected to the measurement criteria. The Company records the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. Any liabilities for which the Company expects to make cash payments within the next twelve months are classified as “short term”. Loss per Share The Company calculates basic and diluted net loss per common share by dividing the net loss by the number of weighted average common shares outstanding during the period. The Company has excluded other potentially dilutive shares, which include warrants to purchase common shares and outstanding stock options, from the number of common shares outstanding as their inclusion in the computation for all periods would be anti-dilutive due to net losses incurred. Cash and Cash Equivalents Cash and cash equivalents primarily consist of cash on deposit with banks and highly liquid investments held in treasury bills, term deposits and money market funds with original maturities of 90 days or less. F- 13 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 2 . Summary of Significant Accounting Policies (Continued) Accounts Receivable and Allowance for Current Expected Credit Losses Accounts receivable includes current outstanding invoices billed to customers due under customary trade terms. The term between invoicing and when payment is due is not significant. The accounts receivable balance as of January 1, 2024 was $ 5,440,447 . The Company maintains an allowance for current expected credit losses for accounts receivable, which is recorded as an offset to accounts receivable and changes are classified in general and administrative expense in the consolidated statements of operations. Collectability is assessed by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when specific customers are identified with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, customer-specific information, market conditions, and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. Volatility in market conditions and evolving credit trends are difficult to predict and may cause variability and volatility that may have a material impact on the allowance for credit losses in future periods. The allowance for credit losses was $ 896,708 and $ 117,069 as of December 31, 2025 and 2024, respectively. Digital Assets The Company’s digital assets consist solely of our investment in bitcoin. We retain ownership of and control over our digital assets and use third-party custodial services to secure them. The cost basis of our digital assets is calculated using the first-in, first-out (FIFO) method. Digital assets purchased are initially recorded at cost, including capitalizing any transaction costs or fees, and subsequently, remeasured at fair value based on the exchange quoted price each reporting period, with changes in fair value recognized on the consolidated statements of operations. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which is generally as follows: Useful Lives Computer hardware 3 - 5 years Furniture and fixtures 3 - 5 years Leasehold improvements Lesser of useful life or term of lease Expenditures for maintenance and repairs are expensed as incurred. Right-of-Use Assets and Lease Liabilities Right-of-use assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Most of our leases contain lease and non-lease components. Non-lease components include fixed payments for maintenance, utilities, and real estate taxes. The Company combines fixed lease and non-lease components and account for them as a single lease component. Our lease agreements may contain variable costs such as contingent rent escalations, common area maintenance, insurance, real estate taxes, or other costs. Such variable lease costs are expensed as incurred on the consolidated statements of operations. F- 14 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 2 . Summary of Significant Accounting Policies (Continued) Right-of-Use Assets and Lease Liabilities (Continued) Right-of-use assets and lease liabilities are recognized on the consolidated balance sheets at the commencement date based on the present value of lease payments over the lease term. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. When determining the probability of exercising such options, we consider contract-based, asset-based, and market-based factors. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured. As most of our leases do not provide an implicit rate, the incremental borrowing rate is used based on the information available at the commencement date in determining the present value of lease payments. The Company determines the incremental borrowing rate as the interest rate the Company would pay to borrow over a similar term the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. Operating lease costs are recognized on a straight-line basis over the lease terms. Intangible Assets Intangible assets with finite lives consist of intellectual property, internal-use software, technology, brand, domain names, and an assembled workforce. Intangible assets acquired through business combination are recorded at their respective estimated fair values upon acquisition close. Other intangible assets acquired through asset acquisition are measured following a cost accumulation and allocation model under which the cost of the acquisition is allocated on a relative fair value basis to the net assets acquired. Intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from two to fifteen years . Internal Use Software and Website Development Costs The Company capitalizes certain costs incurred in developing software programs or websites to be used solely to meet internal needs and cloud-based applications used to deliver our services. The Company capitalizes these costs once the preliminary project stage is complete, and it is probable that the project will be completed and the software will be used to perform the intended function. Capitalized internal use software costs are included in intangible assets, net on the consolidated balance sheets. The estimated useful life of costs capitalized is evaluated for each specific project and ranges from two to five years . Amortization of internal software development costs is included in amortization and depreciation expenses in the consolidated statements of operations. Costs related to the preliminary project stage, post-implementation, training and maintenance are expensed as incurred. F- 15 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 2 . Summary of Significant Accounting Policies (Continued) Impairment of Long-Lived Assets and Finite Lived Intangible Assets The Company reviews long-lived assets and finite lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (“Asset Group”). When indicators of potential impairment are present, the Company prepares a projected undiscounted cash flow analysis for the respective asset or asset group. If the sum of the undiscounted cash flow is less than the carrying value of the asset or Asset Group, an impairment loss is recognized equal to the excess of the carrying value over the fair value, if any. The Company did not identify any indicators of impairment during the periods presented. Goodwill Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and identifiable intangible assets acquired. The carrying amount of goodwill is reviewed for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For its annual goodwill impairment test in all periods to date, the Company has determined it has one reporting unit and the fair value of its reporting unit has been determined by the Company’s enterprise value. The Company performs its annual goodwill impairment test during the fourth fiscal quarter. For its annual impairment test performed on October 1, 2025, the Company completed an assessment and determined that there was no impairment of goodwill. Derivative Liability The Company evaluates financial instruments, including forward purchase or sale contracts over its own equity (“forward purchase contracts”), to determine the appropriate classification as financial liabilities, derivatives, or equity. Forward purchase contracts that meet the definition of mandatorily redeemable financial instruments or that obligate the Company to repurchase its own shares at a fixed or determinable price are classified as liabilities. Forward purchase contracts classified as liabilities are initially recognized at fair value on the consolidated balance sheet, and subsequently remeasured at fair value each reporting period, with changes in fair value recognized in interest income (expense) on the consolidated statements of operations. Forward purchase contracts that do not meet the criteria to be classified as liabilities or equity are accounted for as derivatives. Derivatives are recognized initially and subsequently at fair value at each reporting period, with changes recognized in change in fair value on derivative of the consolidated statements of operations. Warrant Liability The Company accounts for warrants by first assessing whether the warrants meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own shares of common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the warrants and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that do not meet all the criteria for equity classification, such warrants are required to be as a liability initially at their fair value on the date of issuance, and subsequently remeasured to fair value on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified warrants are recognized on the consolidated statements of operations in the period of change. The Company accounts for all its warrants as a liability as the warrants do not meet the criteria for equity classification. F- 16 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 2 . Summary of Significant Accounting Policies (Continued) New Standards or Amendments Adopted Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require public business entities, on an annual basis, to disclose specific categories within the income tax rate reconciliation and to provide additional quantitative and qualitative information for reconciling items that meet a prescribed quantitative threshold (generally 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). The amendment requires an enhanced disaggregation and additional detail in the Company’s income tax rate reconciliation and related income tax disclosures. Upon adoption, the guidance was applied on a retrospective basis in the financial statements. See Note 19 for further details. New Standards or Amendments Not Yet Effective The following amendments to existing standards have been issued up to and including the date of issuance of these financial statements, however are not yet effective for the Company: ● Accounting Standards Updates 2025-01 and 2024-03, Income statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expense. The amendments in this update require public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements. Public business entities are required to apply the guidance prospectively and may elect to apply it retrospectively. This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. ● Accounting Standards Updates 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets. This ASU is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. ● Accounting Standards Updates 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU removes all references to software development project stages so that the guidance is neutral to different software development methods, including methods that entities may use to develop software in the future. Therefore, this ASU requires that an entity capitalize software costs when both: management has authorized and committed to funding the software project; and it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). In evaluating the probable-to-complete recognition threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software. This ASU is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. ● Accounting Standards Updates 2025-11, Interim Reporting: Narrow-Scope Improvements (Topic 270): This ASU clarifies interim disclosure requirements and the applicability of Topic 270. It provides a comprehensive list of interim disclosures currently required under U.S. GAAP and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact. The ASU also clarifies the types of interim reporting, and the form and content of interim financial statements in accordance with U.S. GAAP, enhancing consistency in interim reporting. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is still evaluating the potential impact of implementing the above amendments to its consolidated financial statements. F- 17 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 3. Revenue from Contracts with Customers The following table presents revenues disaggregated by type: Year Ended December 31, 2025 2024 Audience Monetization $ 86,519,799 $ 83,458,309 Other Initiatives 14,102,521 12,029,881 Total revenues $ 100,622,320 $ 95,488,190 The Company recognizes revenue either at a point in time or over time, depending upon the characteristics of the contract. Year Ended December 31, 2025 2024 Point in time $ 38,843,567 $ 36,318,995 Over time 61,778,753 59,169,195 Total revenues $ 100,622,320 $ 95,488,190 Deferred Revenue Deferred revenue recorded at December 31, 2025 is expected to be fully recognized by December 31, 2026. The deferred revenue balance as of December 31, 2025 was $ 16,105,587 . The deferred revenue balance as of December 31, 2024 was $ 12,812,984 , of which $ 11,009,985 was recognized as revenues for the year ended December 31, 2025. The deferred revenue balance as of January 1, 2024 was $ 7,003,891 , of which $ 6,716,383 was recognized as revenues for the year ended December 31, 2024. 4 . Cash and Cash Equivalents Cash and cash equivalents consist of the following: As of December 31, Contracted Maturity 2025 2024 Cash Demand $ 7,651,820 $ 7,344,275 Treasury bills, money market funds, and term deposits Demand 230,267,633 106,674,625 $ 237,919,453 $ 114,018,900 As of December 31, 2025 and 2024, the Company entered into a guarantee/ standby letter of credit in the amount of $ 1,362,500 which will be used towards the issuance of credit for running the day-to-day business operations. F- 18 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 5. Digital Assets The Company’s digital assets holdings consist of the following: As of December 31, 2025 As of December 31, 2024 Units Cost Basis Fair Value Units Cost Basis Fair Value Bitcoin 210.82 $ 19,100,000 $ 18,450,362 - $ - $ - $ 19,100,000 $ 18,450,362 $ - $ - The following table presents a reconciliation of the Company’s digital asset holdings: Bitcoin December 31, 2024 $ - Purchase of digital assets 19,100,000 Change in fair value ( 649,638 ) December 31, 2025 $ 18,450,362 6. Property and Equipment As of December 31, 2025 2024 Computer hardware $ 29,008,789 $ 24,577,345 Furniture and fixtures 261,769 123,417 Leasehold improvements 2,295,521 1,942,799 31,566,079 26,643,561 Accumulated depreciation ( 15,387,138 ) ( 9,575,485 ) Net carrying value $ 16,178,941 $ 17,068,076 Depreciation expense on property and equipment for the years ended December 31, 2025 and 2024 were $ 5,828,541 and $ 5,296,024 , respectively. F- 19 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 7. Right-of-Use Assets and Lease Liabilities The Company leases several facilities and data centers under non-cancelable operating leases. These leases have original lease periods expiring between 2026 and 2027. The lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. As of December 31, 2025 2024 Accumulated Accumulated Cost Amortization Cost Amortization Right-of-use assets $ 5,229,708 $ ( 3,361,250 ) $ 4,109,922 $ ( 2,356,822 ) Net carrying value $ 1,868,458 $ 1,753,100 Operating lease costs for the years ended December 31, 2025 and 2024 were $ 1,392,053 and $ 1,175,186 , respectively. These costs are included in general and administrative expenses in the consolidated statements of operations. Supplemental balance sheet information related to the operating lease liabilities is as follows: As of December 31, 2025 2024 Weighted-average remaining lease term 1.59 years 1.85 years Weighted-average incremental borrowing rate 11.51 % 7.26 % The following shows the future minimum lease payments for the remaining years under the lease arrangements as of December 31, 2025: 2026 $ 1,426,242 2027 627,394 2,053,636 Less: imputed interest* ( 139,064 ) 1,914,572 Current portion $ 1,281,444 Long-term portion $ 633,128 * Imputed interest represents the difference between undiscounted cash flows and cash flows F- 20 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 8. Intangible Assets As of December 31, 2025 Weighted- Average Remaining Useful Lives (in years) Gross Carrying Value Accumulated Amortization Net Carrying Value Intellectual property 3.17 $ 462,047 $ ( 247,651 ) $ 214,396 Domain name 10.51 500,447 ( 153,452 ) 346,995 Brand 5.84 1,284,000 ( 537,169 ) 746,831 Software and technology 3.17 30,325,084 ( 14,126,148 ) 16,198,936 Internal software development 2.54 10,029,795 ( 3,513,244 ) 6,516,551 Assembled workforce - 726,222 ( 726,222 ) - $ 43,327,595 $ ( 19,303,886 ) $ 24,023,709 As of December 31, 2024 Weighted- Average Remaining Useful Lives (in years) Gross Carrying Value Accumulated Amortization Net Carrying Value Intellectual property 4.17 $ 461,663 $ ( 179,563 ) $ 282,100 Domain name 11.42 500,448 ( 120,089 ) 380,359 Brand 6.83 1,284,000 ( 408,769 ) 875,231 Software and technology 3.72 30,314,958 ( 8,063,413 ) 22,251,545 Internal software development 3.50 6,586,351 ( 1,341,784 ) 5,244,567 Assembled workforce 0.75 726,222 ( 453,889 ) 272,333 $ 39,873,642 $ ( 10,567,507 ) $ 29,306,135 Amortization expense related to intangible assets for the years ended December 31, 2025 and 2024 were $ 8,735,994 and $ 8,318,563 , respectively. For intangible assets held as of December 31, 2025, future amortization expense is as follows: 2026 $ 8,693,206 2027 7,992,502 2028 6,048,028 2029 686,307 2030 318,656 Thereafter 285,010 $ 24,023,709 F- 21 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 9. Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. There were no changes in the carrying amount of goodwill. Goodwill was $ 10,655,391 as of December 31, 2025 and 2024. There was no impairment of goodwill for the years ended December 31, 2025 and 2024. 10. Accounts Payable and Accrued Liabilities The Company’s accounts payable and accrued liabilities consist of the following: As of December 31, 2025 2024 Trade accounts payable $ 5,946,207 $ 1,937,600 Accrued programming and content costs 11,091,846 10,568,769 Accrued compensation and benefits 2,674,379 2,349,259 Accrued professional fees 6,450,045 2,231,905 Other accrued expenses 1,712,643 1,135,839 $ 27,875,120 $ 18,223,372 11. Income Taxes In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) which is a required update for public business entities for annual periods that begin after December 15, 2024. The Company has adopted this update and all prior periods presented have been conformed to the new additional disclosure requirements as applicable. The following table presents the components of the consolidated loss from continuing operations before taxes for the years ended December 31, 2025 and 2024. Year Ended December 31, 2025 2024 Domestic $ ( 79,151,603 ) $ ( 293,563,516 ) International ( 2,611,531 ) ( 46,808,278 ) Loss from continuing operations before income taxes $ ( 81,763,134 ) $ ( 340,371,794 ) The following table reconciles total income tax provision expense (benefit) from continuing operations using the statutory U.S. federal income tax rate to the consolidated income tax expense (benefit) for continuing operations shown in the accompanying consolidated statements of operations for the years ended December 31, 2025 and 2024. F- 22 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 11. Income Taxes (Continued) Year Ended December 31, 2025 2024 U.S. federal statutory income rate ( 17,170,258 ) 21.0 % $ ( 71,478,076 ) 21.0 % State income taxes, net of federal income tax effects 67,228 ( 0.1 )% - 0.0 % Nontaxable or nondeductible items: Change in fair value of warrant liability ( 5,067,791 ) 6.2 % 7,150,301 ( 2.1 )% Change in fair value of derivative ( 1,900,576 ) 2.3 % 38,787,000 ( 11.4 )% Share-based compensation 2,372,858 ( 2.9 )% 1,747,515 ( 0.5 )% Non-deductible transaction costs 2,316,841 ( 2.8 )% - 0.0 % Other 400,187 ( 0.5 )% 1,033,458 ( 0.3 )% Changes in valuation allowances 18,500,317 ( 22.6 )% 10,923,496 ( 3.2 )% Foreign tax effects: Canada: Statutory tax rate differences between Canada and U.S. ( 143,634 ) 0.2 % ( 2,574,455 ) 0.8 % Change in valuation allowances 677,848 ( 0.8 )% 13,941,379 ( 4.1 )% Other 14,208 ( 0.1 )% ( 1,539,633 ) 0.4 % Effective tax rate $ 67,228 ( 0.1 )% $ ( 2,009,015 ) 0.6 % Significant components of the income tax expense (benefit) are as follows: Year Ended December 31, 2025 2024 Current tax expense (benefit): Federal $ - $ - State 67,228 - Foreign - - 67,228 - Deferred tax expense (benefit): Federal $ - $ ( 2,009,015 ) State - - Foreign - - - ( 2,009,015 ) Income tax expense (benefit) $ 67,228 $ ( 2,009,015 ) F- 23 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 11. Income Taxes (Continued) Significant components of the deferred tax assets and liabilities are as follows: Year Ended December 31, 2025 2024 Deferred tax assets (liabilities) Loss carryforwards $ 86,152,762 $ 65,814,397 Tangible assets ( 3,075,131 ) ( 2,957,879 ) Intangible assets 1,146,120 2,777,120 Share-based compensation 8,971,598 5,646,180 R&D and other cost pool carryforwards 716,550 - Other 600,213 81,932 Deferred tax assets 94,512,112 71,361,750 Valuation allowance ( 94,512,112 ) ( 71,361,750 ) Net deferred tax assets (liabilities) $ - $ - The Company has assessed the realizability of the net deferred tax assets by considering the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. In making such a determination, the Company considered all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent results of operations. A significant piece of objective negative evidence evaluated was the cumulative tax loss incurred by the Company over the three year period ended December 31, 2025. Such objective evidence limits the ability to consider other subjective evidence, such as projections for future growth. After consideration of all these factors, the Company has recorded a full valuation allowance against the net deferred tax assets. Deferred income taxes have not been recorded on the basis differences for investments in consolidated subsidiaries as these basis differences are indefinitely reinvested or will reverse in a non-taxable manner. Quantification of the deferred income tax liability, if any, associated with indefinitely reinvested basis differences is not practicable. As at December 31, 2025, the Company has U.S. federal and state losses carried forward of $ 169,078,822 and Canadian federal and provincial non-capital loss carryforwards of $ 162,406,275 . As at December 31, 2024, the Company has U.S. federal and state losses carried forward of $ 104,527,154 and Canadian federal and provincial non-capital loss carryforwards of $ 154,084,556 . The U.S. federal losses can be carried forward indefinitely, generally, the state losses can be carried forward 20 years. The Canadian non-capital loss carry forwards expire between 2040 and 2045. 2039 $ 82,748 2041 4,434,319 2042 20,276,233 2043 81,049,775 2044 53,307,025 2045 3,256,175 Indefinite 169,078,822 F- 24 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 11. Income Taxes (Continued) Utilization of net operating loss carryforwards may be subject to limitations in the event of a change in ownership as defined under U.S. IRC Section 382, and similar state provisions. An “ownership change” is generally defined as a cumulative change in the ownership interest of significant stockholders of more than 50 percentage points over a three-year period. The Company experienced ownership change during 2021. Such ownership change could result in a limitation of the Company’s ability to reduce future income by net operating loss carryforwards. A formal Section 382 study has not been prepared, so the exact effects of the ownership change are not known at this time The Company operates in a number of tax jurisdictions and is subject to examination of its income tax returns by tax authorities in those jurisdictions who may challenge any item on these returns. Because the tax matters challenged by tax authorities are typically complex, the ultimate outcome of these challenges is uncertain. The Company recognizes the effects of uncertain tax positions in the consolidated financial statements after determining that it is more-likely-than-not the uncertain tax positions will be sustained. As of December 31, 2025 the Company has not recorded any uncertain tax positions, as well as any accrued interest and penalties on the consolidated balance sheet. During the year ended December 31, 2025, the Company did not record any interest and penalties in the consolidated statement of operations. 12. Derivative Liability On December 20, 2024, the Company announced that it had entered into a definitive agreement (the “Transaction Agreement”) for a strategic investment of $ 775 million (the “Transaction”) from Tether Investments Limited (n/k/a Tether Investments S.A. de C.V.) (“Tether”) in exchange for 103,333,333 shares of Class A Common Stock. The Class A Common Stock has a par value of $ 0.0001 per share. The purchase price of the Class A Common Stock in the Transaction was $ 7.50 per share. In connection with the Transaction Agreement, the Company executed support agreements with certain members of key management to provide a backstop to the anticipated tender offer and ensure 70,000,000 shares would be tendered and available for repurchase when the Transaction closed. On January 3, 2025, the Company commenced a tender offer to purchase up to 70,000,000 shares of the Company’s Class A Common Stock using proceeds from the Transaction. The Company accounted for the Transaction and support agreements as one unit of account, which met the definition of a derivative. As a result, the Company initially recorded a gain upon recognition of a derivative asset of $ 9,200,000 and subsequently recorded the derivative at fair value resulting in a liability of $ 184,699,998 at December 31, 2024 and a change in fair value of the derivative of $ 184,699,998 during the year ended December 31, 2024. See Note 18 for further details. On February 7, 2025, the Transaction closed, which resulted in the Company settling the derivative by issuing 103,333,333 shares to Tether in exchange for $ 775,000,000 in cash proceeds and repurchasing 70,000,000 shares from existing shareholders for $ 525,000,000 in cash. The net proceeds of $ 250,000,000 , together with the fair value of the derivative on that date of $ 174,999,998 , were recorded in additional paid-in capital, net of transaction costs of $ 29,429,791 . The Company recognized a gain on fair value of the derivative of $ 9,700,000 during the year ended December 31, 2025. F- 25 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 13. Shareholders’ Equity (Deficit) The Company is authorized to issue 1,000,000,000 shares, consisting of: (i) 700,000,000 shares of Class A Common Stock with a par value of $ 0.0001 per share; (ii) 170,000,000 shares of Class C Common Stock with a par value of $ 0.0001 per share; (iii) 110,000,000 shares of Class D Common Stock with a par value of $ 0.0001 per share; and (iv) 20,000,000 shares of preferred stock with a par value of $ 0.0001 per share. The following shares of common stock are issued and outstanding at: As of December 31, 2025 2024 Number Amount Number Amount Class A Common Stock 215,736,576 $ 751,491 118,808,857 $ 741,799 Class C Common Stock (and its corresponding ExchangeCo Share) 123,690,470 12,369 165,153,621 16,515 Class D Common Stock 95,791,120 9,579 105,782,403 10,578 $ 773,439 $ 768,892 Class A Common Stock Authorized The Company is authorized to issue 700,000,000 shares with a par value of $ 0.0001 per share. Issued and outstanding The holders of shares of Class A Common Stock are entitled to one vote for each share of Class A Common Stock held at any meeting of shareholders of the Company. The holders of Class A Common Stock are entitled to receive dividends and other distributions declared or paid by the Company. The holders of Class A Common Stock are entitled to receive the remaining property of the Company upon liquidation, dissolution, or winding-up, whether voluntary or involuntary, and any other distribution of assets of the Company among its shareholders for the purpose of winding-up of its affairs subject to the rights of the preferred shares. Number of Class A Common Stock Balance December 31, 2024 118,808,857 Issuance of Class A Common Stock in exchange for Class C Common Shares (and corresponding ExchangeCo Share) 41,463,151 Issuance of Class A Common Stock in connection with Tether transaction 33,333,333 Issuance of Class A Common Stock upon exercise of stock options and warrants, as well as vesting of restricted stock units, net of share settlement 22,107,128 Issuance of Class A Common Stock under ESPP 24,107 Balance December 31, 2025 215,736,576 F- 26 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 13. Shareholders’ Equity (Deficit) (Continued) Class A Common Stock (Continued) Number of Class A Common Stock Balance December 31, 2023 114,926,700 Issuance of Class A Common Stock in connection with Callin acquisition 836,292 Issuance of Class A Common Stock upon exercise of stock options and warrants, as well as vesting of restricted stock units, net of share settlement 2,845,865 Issuance of Class A Common Stock in exchange for Class C Common Shares (and corresponding ExchangeCo Share) 200,000 Balance December 31, 2024 118,808,857 Former holders of the Legacy Rumble’s common shares are eligible to receive up to an aggregate of 105,000,000 additional shares of the Company’s Class A Common Stock, of which 76,412,604 shares are currently held in escrow and 28,587,396 shares will become issuable under options when the contingency is met. Similarly, the Sponsor’s common shares are eligible to receive up to an aggregate of 1,963,750 additional shares of the Company’s Class A Common Stock and will be issued when the contingency is met. The holders are eligible to the shares if the closing price of the Company’s Class A Common Stock is greater than or equal to $ 15.00 and $ 17.50 , respectively (with 50 % released at each target, or if the latter target is reached first, 100 %) for a period of 20 trading days during any 30 trading-day period. The term will expire September 16, 2027 . If there is a change in control prior to September 16, 2027 resulting in a per share price equal to or in excess of the $ 15.00 and $ 17.50 share price milestones not previously met, then the Company shall issue the earnout shares to the holders. Class C Common Stock (and corresponding ExchangeCo Share) Authorized The Company is authorized to issue 170,000,000 shares with a par value of $ 0.0001 per share. Issued and outstanding The holders of shares of Class C Common Stock are entitled to one vote for each share of Class C Common Stock held at any meeting of shareholders of the Company. The holders of Class C Common Stock are not entitled to receive dividends and other distributions declared or paid by the Company. The holders of shares of Class C Common Stock are not entitled to receive the remaining property of Company upon liquidation, dissolution, or winding-up, whether voluntary or involuntary, and any other distribution of assets of the Company among its shareholders for the purpose of winding-up of its affairs subject to the rights of the preferred shares and Class A Common Stock. The Company’s indirect, wholly owned Canadian subsidiary 1000045728 Ontario Inc. (“ExchangeCo”) has 123,690,470 exchangeable shares (“ExchangeCo Shares”) outstanding at December 31, 2025 that are exchangeable at any time by the holder on a one-to-one basis into Class A Common Stock. The ExchangeCo Shares are entitled to any dividends that are declared on Class A Common Stock and participate in liquidation on the same basis as the holders of Class A Common Stock. Each ExchangeCo Share is issued “in tandem” with one share of Class C Common Stock. At the time an ExchangeCo Share is exchanged by the holder, the Company will issue one share of Class A Common Stock and the ExchangeCo Share and corresponding Class C Common Stock are cancelled. The ExchangeCo Share and the related share of Class C Common Stock cannot be separated. 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. F- 27 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 13. Shareholders’ Equity (Deficit) (Continued) Class C Common Stock (and corresponding ExchangeCo Share) (Continued) Number of Class C Common Stock (and corresponding ExchangeCo Share) Balance December 31, 2024 165,153,621 Issuance of Class A Common Stock in exchange for Class C Common Stock (and corresponding ExchangeCo Share) ( 41,463,151 ) Balance December 31, 2025 123,690,470 Number of Class C Common Stock (and corresponding ExchangeCo Share) Balance December 31, 2023 165,353,621 Issuance of Class A Common Stock in exchange for Class C Common Stock (and corresponding ExchangeCo Share) ( 200,000 ) Balance December 31, 2024 165,153,621 Class D Common Stock Authorized The Company is authorized to issue 110,000,000 shares with a par value of $ 0.0001 per share. Issued and outstanding The holders of shares of Class D Common Stock are entitled to 11.2663 votes for each share of Class D Common Stock held at any meeting of shareholders of the Company. The holders of shares of Class D Common Stock are not entitled to receive dividends and other distributions declared or paid by the Company. The holders of shares of Class D Common Stock are not entitled to receive the remaining property of Company upon liquidation, dissolution, or winding-up, whether voluntary or involuntary, and any other distribution of assets of the Company among its shareholders for the purpose of winding-up of its affairs subject to the rights of the preferred shares and Class A Common Stock. Number of Class D Common Stock Balance December 31, 2023 and 2024 105,782,403 Cancellation of Class D Common Stock ( 9,991,283 ) Balance December 31, 2025 95,791,120 As discussed in Note 12, in connection with a shareholder’s sale of shares of Class A Common Stock pursuant to the Company’s self-tender offer, which closed on February 7, 2025, an equivalent number of shares of Class D Common Stock held by the shareholder were cancelled. F- 28 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 14. Share-Based Compensation Expense The Company’s stock award plans consist of: Rumble Inc. Amended and Restated Stock Option Plan The Company maintains a long-term incentive plan, the Rumble Inc. Amended and Restated Stock Option Plan (the “Stock Option Plan”). The Stock Option Plan governs the terms and conditions of the outstanding awards previously granted under the Stock Option Plan, as well as all options to purchase Legacy Rumble Class A common shares or Legacy Rumble Class B common shares which were converted into options to purchase shares of Class A Common Stock in connection with the business combination (the “Business Combination”) contemplated by that certain business combination agreement, dated December 1, 2021, by and between CF Acquisition Corp. VI, a Delaware corporation, and Rumble Inc., a corporation formed under the laws of the Province of Ontario Canada (“Legacy Rumble”). As of December 31, 2025, there were 58,165,382 shares of Class A Common Stock authorized and reserved for issuance under the Stock Option Plan. Rumble Inc. 2022 Stock Incentive Plan The Rumble Inc. 2022 Stock Incentive Plan (the “Stock Incentive Plan”) was approved by the board of directors and the stockholders of the Company, and became effective on September 16, 2022. The Company initially reserved 27,121,733 shares of Common Stock for issuance under the Stock Incentive Plan, subject to a ten-year evergreen feature. As of December 31, 2025, there were 40,360,468 shares of Class A Common Stock authorized and reserved for under the Stock Incentive Plan. Rumble Inc. 2024 Employee Stock Purchase Plan The Rumble Inc. 2024 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) was approved by the board of directors and the stockholders of the Company, and became effective on March 26, 2024. The Company initially reserved 1,500,000 shares of Common Stock for issuance under the Employee Stock Purchase Plan. As of December 31, 2025, there were 1,811,911 shares of Class A Common Stock authorized and reserved for under the Employee Stock Purchase Plan. Share-based compensation expenses are summarized as follows: Year Ended December 31, 2025 2024 Restricted stock units $ 11,789,134 $ 16,902,835 Stock options 11,972,109 6,076,216 Rights to contingent consideration - 835,712 Employee stock purchase plan 75,538 - $ 23,836,781 $ 23,814,763 F- 29 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 14. Share-Based Compensation Expense (Continued) Restricted Stock Units The fair value of the restricted stock units with market conditions was determined using a Monte Carlo simulation methodology that included simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model. The following table reflects the assumptions made: Year Ended December 31, 2025 2024 Share price N/A $ 5.95 -$ 7.24 Exercise price N/A 4.08 %- 5.03 % Risk-free interest rate N/A 65 % Volatility N/A 1.00 - 2.00 years Expected life N/A 0.00 % Dividend rate N/A $ 5.95 -$ 7.24 The following tables reflect the continuity of unvested restricted stock units (“RSUs”) transactions: Service Conditions Number Weighted Average Grant Date Fair Value Outstanding, December 31, 2024 2,226,775 $ 8.24 Granted 999,831 7.93 Vested ( 1,253,891 ) 9.86 Forfeited/ Cancelled ( 121,515 ) 7.12 Outstanding, December 31, 2025 1,851,200 $ 7.36 During December 31, 2025, the Company modified the terms of RSU awards by accelerating vesting of all unvested RSUs for certain officers and directors. The Company recorded an incremental share-based compensation expense of $ 1,053,989 and $ nil for the years ended December 31, 2025 and 2024, respectively. Market Conditions Number Weighted Average Grant Date Fair Value Outstanding, December 31, 2024 676,243 $ 2.48 Granted - - Vested - - Forfeited/ Cancelled ( 276,243 ) 2.10 Outstanding, December 31, 2025 400,000 $ 2.74 As of December 31, 2025, the Company has outstanding RSUs that have market-based vesting conditions if the closing price of the Company’s Class A Common Stock is greater than or equal to a specified price for a period of 20 trading days during any 30 trading-day period. F- 30 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 14. Share-Based Compensation Expense (Continued) Restricted Stock Units (Continued) Performance Conditions Number Weighted Average Grant Date Fair Value Outstanding, December 31, 2024 - $ - Granted 161,551 8.51 Vested - - Forfeited/ Cancelled - - Outstanding, December 31, 2025 161,551 $ 8.51 As of December 31, 2025, the Company has determined that it is not probable that the conditions related to the performance-based restricted stock units will be met, and therefore, the Company has not recognized the related expense in the consolidated financial statements The following table reflects additional information related to RSUs activity: As of December 31, 2025 Service Conditions Market Conditions Performance Conditions Unrecognized compensation cost $ 7,475,361 $ 311,717 $ 1,374,799 Weighted-average service period for unrecognized compensation cost 0.98 years 0.46 years - Grant date fair value of RSUs $ 13,620,727 $ 1,097,541 $ 1,374,799 Stock Options The fair value of the stock options was determined using a Black-Scholes option pricing model. The following table reflects the assumptions made: Year Ended December 31, 2025 2024 Share price $ 7.15 -$ 8.80 $ 5.61 -$ 7.13 Exercise price $ 7.15 -$ 8.80 $ 5.61 -$ 7.13 Risk-free interest rate 3.82 %- 4.28 % 3.81 %- 4.35 % Volatility 63 %- 65 % 62 %- 64 % Expected life 6.00 - 6.25 years 5.00 - 6.25 years Dividend rate 0.00 % 0.00 % F- 31 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 14. Share-Based Compensation Expense (Continued) Stock Options (Continued) The following tables reflect the continuity of stock option transactions: Service Conditions Number Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding, December 31, 2024 62,285,572 $ 0.80 Granted 2,511,539 4.73 Exercised ( 21,260,572 ) 0.14 Forfeited ( 283,415 ) 7.24 Cancelled ( 25,286 ) 9.25 Outstanding, December 31, 2025 43,227,838 $ 1.48 13.44 Vested and exercisable, December 31, 2025 37,865,399 $ 0.67 14.11 During the year ended December 31, 2025, the Company modified the terms of stock option awards of certain officers and directors who experienced changes in employment, by accelerating vesting of all unvested options and/or extending the post-termination exercise period. The Company recorded an incremental share-based compensation expense of $ 2,805,952 and $ nil for the years ended December 31, 2025 and 2024, respectively. Performance Conditions Number Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding, December 31, 2024 580,139 $ 7.13 Granted - - Exercised - - Forfeited ( 580,139 ) 7.13 Cancelled - - Outstanding, December 31, 2025 - $ - - Vested and exercisable, December 31, 2025 - $ - - During the year ended December 31, 2025, all outstanding performance-based stock options were forfeited without the performance conditions being met, and therefore, the Company has not recognized the related expense in the consolidated statement of operations. F- 32 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 14. Share-Based Compensation Expense (Continued) Stock Options (Continued) The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s Class A Common Stock for those stock options that had exercise prices lower than the fair value of the Company’s Class A Common Stock. As of December 31, 2025, the aggregate intrinsic value of options outstanding was $ 220,190,924 and the aggregate intrinsic value of the options vested and exercisable was $ 219,558,483 . The following table reflects additional information related to options activity: As of December 31, 2025 Service Conditions Performance Conditions Unrecognized compensation cost $ 18,715,459 $ - Weighted average service period for unrecognized compensation cost 0.38 years - Grant date fair value of options $ 1.05 $ - Rights to Contingent Consideration In connection with the acquisition of Callin in May 2023, the Company was required to replace unvested options, unvested series FF preferred shares, and restricted common stock held by continuing employees of Callin with a right to receive contingent consideration. If the underlying contingencies were met, the obligation would be satisfied by the issuance of shares of the Company’s Class A Common Stock. In addition, two of the contingent consideration tranches were dependent on one selling shareholder providing services to the Company. Rights to contingent consideration that were issued to non-accredited investors were settled in cash at $ 8.92 per share. The fair value of the rights allocated to post-combination services was $ 5,941,563 . Certain milestones were met during the year ended December 31, 2024. As a result, 145,049 shares of Class A Common Stock were issued and $ 2,284,085 of cash was paid to settle the rights to contingent consideration. Additionally, retention payment 2 was not met resulting in a reversal of $ 1,105,393 in share-based compensation expense. Share-based compensation expense related to the rights to contingent consideration of $ nil and $ 835,712 was recognized in the consolidated statements of operations during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, there was no unrecognized compensation cost related to rights with a service only condition. Employee Stock Purchase Plan The first offering period of the Company’s Employee Stock Purchase Plan began on January 1, 2025. The Employee Stock Purchase Plan allows eligible employees to purchase shares of the Company’s Class A Common Stock at a discount through payroll deductions of up to 15 %, subject to any plan limitations. The Employee Stock Purchase Plan provides for six-month offering periods. The offering periods are scheduled to start on the first trading day on or after January 1 and July 1, and end on the last trading day on or before June 30 and December 31, respectively. Employees are able to purchase shares at 90 % of the lower of the fair market value of the Company’s Class A Common Stock on the first or last trading day of the offering period. F- 33 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 14. Share-Based Compensation Expense (Continued) Employee Stock Purchase Plan (Continued) The fair value of the shares granted under the Employee Stock Purchase Plan was determined using the Black-Scholes option pricing model. The following table reflects the assumptions made: Year Ended December 31, 2025 2024 Share price $ 9.16 -$ 12.40 N/A Exercise price 4.25 %- 4.29 % N/A Risk-free interest rate 53 %- 65 % N/A Volatility 0.50 years N/A Expected life 0 % N/A Dividend rate $ 9.16 -$ 12.40 N/A As of December 31, 2025, the Company’s employees purchased 24,107 shares of Class A Common Stock under the Employee Stock Purchase Plan. 15. Loss per Share As noted in Note 13, when taken together, an ExchangeCo Share and a share of Class C Common Stock are economically similar to a share of Class A Common Stock. As a result, the Company computed basic loss per share by dividing net loss attributable to the Company by the weighted-average number of Class A and ExchangeCo Shares issued and outstanding, excluding those held in escrow as these are contingently issuable shares and have been excluded from the calculation during the year ended December 31, 2025 and 2024. Shares of Class D Common Stock do not share in earnings and not participating securities (i.e., non-economic shares) and therefore, have been excluded from the calculation of weighted-average number of shares outstanding. Diluted loss per share is computed giving effect to all potentially dilutive shares. Diluted loss per share for all periods presented is the same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive. 16. Commitments and Contingencies Commitments - Acquisition of Northern Data AG (“Northern Data”) On November 10, 2025, the Company signed a business combination agreement with Northern Data, a German stock corporation (Aktiengesellschaft) incorporated under the laws of Germany. Subject to the terms and conditions of the agreement, the Company will submit a voluntary public exchange offer to all shareholders of Northern Data. Each Northern Data shareholder that tenders will receive 2.0281 shares of the Company’s newly issued Class A Common Stock in exchange for each Northern Data share (the “Exchange Ratio”) (with customary settlement mechanisms for fractional shares). Tether Investments, S.A. De C.V, an affiliate of a significant shareholder of the Company, along with shareholders affiliated with Northern Data’s co-CEO and another shareholder, collectively representing 72 % of the outstanding shares of Northern Data, have committed to exchange their Northern Data shares at the same Exchange Ratio that applies to the exchange offer, contemporaneously with the closing of the exchange offer. F- 34 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 16. Commitments and Contingencies (Continued) The acceptance period is expected to commence in the second quarter of 2026, and the transaction is expected to close in the second quarter of 2026, subject to satisfaction of closing conditions and regulatory approvals. In addition to the business combination, the Company has entered into a GPU agreement with Tether, subject to closing and regulatory approvals, representing an initial commitment by Tether to purchase up to $ 150 million of GPU services over a two-year period following the closing of our voluntary public exchange offer for Northern Data. The Company also announced a $ 100 million advertising commitment from Tether, representing $ 50 million per year over a two-year period beginning February 15, 2026. This commitment is not contingent upon the completion of the business combination. Commitments - Other The Company has non-cancelable contractual commitments of approximately $ 52 million as of December 31, 2025, which are primarily related to programming and content, leases, and other service arrangements. The majority of commitments will be paid over three years commencing in 2026. Legal Proceedings In the normal course of business, to facilitate transactions in services and products, the Company indemnifies certain parties. The Company has agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. Several of these agreements limit the time within which an indemnification claim can be made and the amount of the claim. In addition, the Company has entered into indemnification agreements with its officers and directors, and its bylaws contain similar indemnification obligations to its agents. Furthermore, many of the Company’s agreements with its customers and partners require the Company to indemnify them for certain intellectual property infringement claims against them, which would increase costs as a result of defending such claims, and may require that we pay significant damages if there were an adverse ruling in any such claims. Customers and partners may discontinue the use of the Company’s services and technologies as a result of injunctions or otherwise, which could result in loss of revenues and adversely impact the business. It is not possible to make a reasonable estimate of the maximum potential amount under these indemnification agreements due to the unique facts and circumstances involved in each particular agreement. As of December 31, 2025 and 2024, there were no material indemnification claims that were probable or reasonably possible. As of December 31, 2025, Rumble was defending a lawsuit against the Company and one of its shareholders seeking a variety of relief including rescission of a share redemption sale agreement with the Company or damages alleged to be worth $ 419.0 million. The Company is defending the claims and considers that the likelihood that it will be required to make a payment to plaintiffs to be remote. F- 35 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 17. Fair Value Measurements The following table summarizes the assets and liabilities measured at fair value on a recurring basis: Level 1 Level 1 Level 3 Digital Assets Warrant Liability Derivative Liability December 31, 2024 $ - $ 40,391,302 $ 184,699,998 Purchase of digital assets 19,100,000 - - Change in fair value ( 649,638 ) ( 24,781,975 ) ( 9,700,000 ) Settlement of derivative liability - - ( 174,999,998 ) December 31, 2025 $ 18,450,362 $ 15,609,327 $ - Level 1 Level 2 Level 3 Level 3 Warrant Liability Marketable Securities Derivative Liability Contingent Consideration December 31, 2023 $ 7,696,605 $ 1,135,200 $ - $ 1,569,360 Settlement by issuance of shares - - - ( 1,404,753 ) Reclassification to equity - - - ( 1,334,516 ) Reclassification to accounts payable and accrued liabilities - - - ( 184,448 ) Sales and maturities of marketable securities - ( 1,135,200 ) - - Recognition of a derivative asset - - ( 9,200,000 ) - Change in fair value 32,694,697 - 193,899,998 1,354,357 December 31, 2024 $ 40,391,302 $ - $ 184,699,998 $ - Digital assets Digital assets arose from our Bitcoin investment. Change in fair value of digital assets reflect gains or losses arising from the remeasurement of our bitcoin investment based on an exchanged quoted price. Refer to Note 5. Warrant liability Warrant liability consists of warrants issued by the Company in public offerings, private placements, and forward purchase contracts. As of December 31, 2025 and 2024, the number of warrants outstanding was 8,046,045 and 8,046,076 , respectively, with a weighted-average exercise price of $ 11.50 . The warrants are exercisable and will expire on September 16, 2027, or earlier upon redemption or liquidation. All warrants are publicly traded. F- 36 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 17. Fair Value Measurements (Continued) Derivative liability The derivative liability relates to the net new shares from the Tether transaction. Refer to Note 12. As of the settlement date on February 7, 2025, the fair value of the derivative was $ 174,999,998 , determined as the difference between the value of the net new shares based on the settlement date share price of $ 12.75 and the forward price of $ 7.50 . In December 2024, the derivative has been valued using the Monte Carlo simulation methodology that included simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model. The key inputs used in the model include: Valuation Date December 20, 2024 December 31, 2024 Number of shares 33,333,333 33,333,333 Expected term (months) 1.25 1.00 Risk-free interest rate 4.36 % 4.35 % Expected volatility 104 % 238 % Contingent consideration The contingent consideration liability arose in May 2023 from the Callin acquisition. The increase in fair value during the year is attributable to changes in the Company’s stock price and the increased probability of each contingency being met. On May 15, 2024, the contingent consideration liability was derecognized. One of the contingent payments was settled through the issuance of shares and the remaining contingent payment was reclassified to equity and accounts payable. 18. Credit and Concentration Risks Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company is exposed to credit risk resulting from the possibility that a customer or counterparty to a financial instrument defaults on their financial obligations or if there is a concentration of transactions carried out with the same counterparty. Financial instruments that potentially subject the Company to concentrations of credit risk include cash, cash equivalents, and accounts receivable. The Company’s cash and cash equivalents are held in reputable banks in its country of domicile and management believes the risk of loss to be remote. We maintain cash balances that exceed the insured limits by the Federal Deposit Insurance Corporation and the Canada Deposit Insurance Corporation. The Company is exposed to credit risk in the event of default by its customers. Accounts receivables are recorded at the invoiced amount, do not bear interest, and do not require collateral. For the year ended December 31, 2025, no single customer represented 10% or more of the Company’s total revenue. For the year ended December 31, 2024 one customer accounted for $ 14,927,000 or 16 % of revenue. As of December 31, 2025 and 2024, no single customer represented 10% or more of total accounts receivable. F- 37 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 19. Related Party Transactions The Company’s related parties include directors, shareholders and key management. The Company is party to a secondment arrangement under which certain members of key management personnel are assigned to perform services for a subsidiary. In connection with this arrangement, the Company paid payroll taxes of $ 902,988 and $ 727,903 on behalf of these key management personnel during the years ended December 31, 2025 and 2024, respectively. These amounts are recoverable from the individuals upon their receipt of a corresponding refund from the applicable tax authority. As of December 31, 2025 and 2024, accounts receivable from key management personnel were $ 1,630,891 and $ 727,903 , respectively. The Company has a customer relationship with Tether Operations S.A. de C.V., an affiliate of a significant shareholder of the Company. The Company recognized revenue of $ 987,500 and $ nil for the years ended December 31, 2025 and 2024, respectively. As discussed in Note 16, the Company signed a business combination agreement with Northern Data that, upon close, will result in Northern Data becoming a majority-owned subsidiary of the Company. Tether Investments, S.A. DE C.V (“Tether”) , an affiliate of a significant shareholder of the Company, owns more than 50 % of the voting shares of Northern Data. The Company entered into a transaction support agreement with Tether to ensure that all of the shares of Northern Data owned by Tether as of immediately prior to the closing of the voluntary public exchange offer ( 41,887,766 shares as of the date of the business combination agreement between the Company and Northern Data) will be exchanged pursuant to such voluntary public exchange offer to all shareholders of Northern Data. At the same time, the Company entered into a GPU agreement with Tether whereby Tether will purchase up to $ 150 million of GPU services over a two-year period commencing once the business combination with Northern Data closes. Separate from the agreements above related to the business combination with Northern Data, the Company entered into an advertising and marketing services agreement with Tether to provide advertising services of $ 50 million per year over a two-year period commencing February 16, 2026. The Company is the licensee under a limited-use license agreement with a significant shareholder under which it is provided, for nil consideration, certain source code that is used in operations. The Company has a vendor relationship with Cosmic Inc. and Kosmik Development Skopje doo (“Cosmic”) to provide content moderation and software development services. Cosmic is controlled by Mr. Pavlovski and Mr. Milnes, each of whom holds a significant number of Rumble shares. The Company incurred related party expenses for these services of $ 3,295,613 and $ 3,382,267 during the years ended December 31, 2025 and 2024, respectively. Accounts payable and accrued liabilities for personnel services were $ 300,694 and $ 249,545 as of December 31, 2025 and 2024, respectively. As discussed in Note 12, on December 20, 2024, the Company entered into support agreements with related parties to ensure that 70,000,000 shares of Class A Common Stock would be tendered and available for purchase if there were insufficient shares tendered by the public to satisfy the tender requirements in the Tether Agreement. On February 7, 2025, the Company repurchased 69,938,983 shares of Class A Common Stock from related parties with whom it had executed tender and support agreements for $ 7.50 per share. There were no other related party transactions during these periods. F- 38 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 20. Segment and Geographic Information The Company operates as one operating segment. The Company’s chief operating decision maker (“CODM”) is its chief executive officer , who reviews financial information presented on a consolidated basis to make decisions regarding how to allocate resources and assess performance . The CODM assesses performance and decides how to allocate resources based on net loss and is reported on the consolidated statements of operations as consolidated net loss. Net loss is used to monitor budget versus actual results in an effort to refine forecasts, control costs, and pricing strategies. The CODM does not evaluate operating segments using asset information. The following presents selected financial information with respect to the Company’s single operating segment: Year Ended December 31, 2025 2024 Revenues $ 100,622,320 $ 95,488,190 Expenses Programming and content $ 86,377,511 $ 120,071,966 Other cost of services 21,006,322 18,400,300 General and administrative 48,738,522 36,646,307 Research and development 18,743,630 18,923,319 Sales and marketing 23,892,235 17,330,925 Acquisition-related transaction costs 13,303,532 - Amortization and depreciation 14,564,535 13,614,587 Change in fair value of digital assets 649,638 - Change in fair value of contingent consideration - 1,354,357 Total expenses 227,275,925 226,341,761 Loss from operations ( 126,653,605 ) ( 130,853,571 ) Interest income 10,419,139 8,083,903 Other expense ( 10,643 ) ( 207,431 ) Change in fair value of warrant liability 24,781,975 ( 32,694,697 ) Change in fair value of derivative 9,700,000 ( 184,699,998 ) Loss before income taxes ( 81,763,134 ) ( 340,371,794 ) Income tax (expense) benefit ( 67,228 ) 2,009,015 Net loss $ ( 81,830,362 ) $ ( 338,362,779 ) F- 39 Rumble Inc. Notes to the Consolidated Financial Statements (Expressed in U.S. Dollars) For the years ended December 31, 2025 and 2024 20. Segment and Geographic Information (Continued) The following presents revenue by geographic region: Year Ended December 31, 2025 2024 United States $ 90,893,137 $ 89,094,815 Canada 1,175,959 1,928,280 Other 8,553,224 4,465,095 $ 100,622,320 $ 95,488,190 The Company tracks assets by physical location. Long-lived assets consist of property and equipment, net, and right-of-use assets, net, as shown below: As of December 31, 2025 2024 United States $ 16,611,488 $ 18,315,173 Canada 1,435,911 506,003 $ 18,047,399 $ 18,821,176 21. Subsequent Events The Company’s management reviewed all material events through March 5, 2026, and there were no material subsequent events other than those disclosed above. F- 40 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.