MARKET WIRE NEWS

Rumble Reports Fourth Quarter and Full Year 2025 Results

MWN-AI** Summary

Rumble Inc. (Nasdaq: RUM) reported its fourth-quarter and full-year financial results for 2025, marking a significant milestone with over $100 million in annual revenue for the first time. In Q4 alone, Rumble generated $27.1 million, an increase of 9% from the previous quarter, and recorded 52 million Monthly Active Users (MAUs), reflecting an 11% quarterly growth largely attributed to international expansion efforts. Average Revenue Per User (ARPU) for the quarter was $0.46, up 2% from Q3.

The company showed a notable reduction in net loss, reporting $32.7 million for Q4 compared to $236.8 million in the same quarter the year prior. Adjusted EBITDA was a loss of $16.0 million, slightly greater than the prior year's loss of $13.4 million. Rumble's liquidity stood strong at approximately $256.4 million, primarily comprising cash and Bitcoin assets.

Highlights included the successful launch of Rumble Shorts, achieving over 1 million daily unique video views shortly after its debut. Rumble continues to innovate with a strategic partnership with Tether, securing a $100 million advertising commitment to enhance its advertising solutions and accelerate creator monetization through Rumble Wallet, a new cryptocurrency facility.

Additionally, Rumble is expected to finalize its acquisition of Northern Data AG in Q2 2026, which will enhance its AI infrastructure with around 22,400 NVIDIA GPUs, aiming for an 85% utilization rate by the end of Q1 2026. This acquisition is intended to significantly bolster Rumble Cloud's capabilities and drive international growth.

CEO Chris Pavlovski emphasized that these developments signify a pivotal moment for Rumble, highlighting the company's investments in user engagement, monetization, and technology infrastructure.

MWN-AI** Analysis

Rumble Inc. (Nasdaq: RUM) has posted impressive fourth quarter and full-year results for 2025, exceeding $100 million in annual revenue for the first time in the company’s history. This achievement serves as a solid indicator of its expanding market position. In Q4 alone, Rumble generated $27.1 million in revenue, reflecting a 9% sequential increase and an 11% quarterly growth in Monthly Active Users (MAUs), which now stand at 52 million. Additionally, the successful launch of Rumble Shorts has garnered over 1 million daily unique video views, further enhancing user engagement.

Investors should note the significance of Rumble's strategic initiatives, including a transformative acquisition of Northern Data, which is anticipated to complete in Q2 2026. This acquisition is projected to bolster Rumble Cloud’s GPU capabilities, potentially leading to enhanced AI-driven services and international growth in cloud infrastructure. Northern Data's GPU utilization is expected to ramp up to around 85% by the end of Q1 2026, which will further solidify Rumble's technological edge in this competitive landscape.

While net loss for Q4 amounted to $32.7 million, down significantly from $236.8 million a year prior, the adjusted EBITDA loss of $16.0 million reflects ongoing investment in growth strategies, such as sales expansions and cloud services partnerships. With total liquidity of $256 million, including significant Bitcoin holdings, Rumble appears well-positioned to fund its growth trajectory.

The $100 million advertising commitment from Tether illustrates confidence in Rumble’s potential, which aligns with its innovative offerings such as the Rumble Wallet, facilitating direct cryptocurrency payments to creators.

For investors, Rumble presents a compelling growth story with a focus on innovative revenue streams and solid user base expansion. However, proceed cautiously as the company continues to navigate profitability challenges and market competition. Future performance will depend on successful execution of its strategic initiatives.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: GlobeNewswire

~ Surpasses $100 Million in Annual Revenue, First Time in the Company’s History ~

~ MAUs of 52 Million in Q4, Representing 11% Quarterly Sequential Growth ~

~ Recently Launched Rumble Shorts Tops 1 Million Daily Unique Video Views ~

~ On Track to Complete Transformative Acquisition of AI Infrastructure Company, Northern Data, in the Second Quarter of 2026 ~

~ Northern Data’s GPU Utilization is Expected to Approximate 85% by End of Q1 20261 ~

LONGBOAT KEY, Fla., March 05, 2026 (GLOBE NEWSWIRE) -- Rumble Inc. (Nasdaq: RUM), the Freedom-First technology platform, today announced financial results for the fiscal quarter and full year ended December 31, 2025.

Q4 2025 Key Highlights and Key Items

  • Revenue for the fourth quarter was $27.1 million, a sequential increase of 9% from $24.8 million in the third quarter of 2025.
  • Average global Monthly Active Users (“MAUs”) of 52 million in the fourth quarter of 2025, a sequential increase of 11% from the third quarter of 2025. The increase is primarily related to an initial investment in international expansion.
  • Average Revenue Per User (“ARPU”) for the fourth quarter of 2025 was $0.46, representing a 2% increase from the third quarter of 2025.
  • Net Loss for the fourth quarter was $32.7 million compared to a loss of $236.8 million in the fourth quarter of 2024, principally attributable to a $184.7 million loss in the change in fair value of derivative expense related to Tether's strategic investment in Rumble in the fourth quarter of 2024.
  • Adjusted EBITDA, a non-U.S. GAAP financial measure, was a loss of $16.0 million in the fourth quarter of 2025 compared to a loss of $13.4 million in the fourth quarter of 2024.
  • As of December 31, 2025, Rumble had total liquidity of $256.4 million, consisting of $237.9 million in cash and cash equivalents and 210.82 Bitcoin, valued at $18.5 million.
  • Secured a $100 million advertising commitment from Tether, structured as $50 million per year over two years beginning in Q1 2026, designed to advance Rumble Wallet integration, expand creator monetization, and accelerate new advertising solutions on the platform.
  • Signed a business combination agreement to acquire AI infrastructure leader Northern Data AG (“Northern Data”), aiming to significantly expand Rumble Cloud’s compute footprint with approximately 22,400 NVIDIA GPUs (including H100s and H200s) and a globally distributed data center network to accelerate international growth and AI innovation.2
  • Announced an initial GPU services purchase commitment of up to $150 million over a two-year period from Tether, following the closing of Rumble’s voluntary public exchange offer for Northern Data and reinforcing strategic collaboration to scale AI infrastructure and high-performance computing capacity.
  • Announced a strategic partnership with Perplexity to enhance video discovery on Rumble, integrating Perplexity’s AI-powered search tools into Rumble’s platform and launching a new bundled subscription offer combining Rumble Premium with Perplexity Pro, alongside an advertising commitment to promote Perplexity’s AI-based browser Comet.
  • Announced that Rumble Cloud has partnered with the NFL’s Cleveland Browns, with the Browns selecting Rumble to provide video cloud storage and infrastructure services — marking the team as the third NFL franchise to adopt Rumble Cloud following agreements with the Miami Dolphins and Tampa Bay Buccaneers.

Subsequent Events

  • On January 6, 2026, the Company announced that it has named Greg Sherrill as its first President of Sales for Rumble Advertising, having held senior leadership positions at Magnite, AT&T, and Comcast, Greg brings a seasoned brand and agency market executive to lead the expansion of the Company’s advertising business and deepen relationships with media buyers and major brands.
  • On January 6, 2026, the Company announced that it has confidentially submitted a draft registration statement on Form S-4 with the U.S. Securities and Exchange Commission in connection with the proposed business combination with Northern Data, marking a key regulatory step toward launching the voluntary exchange offer that is designed to expand Rumble’s cloud and GPU infrastructure footprint.
  • On January 7, 2026, the Company and Tether jointly launched Rumble Wallet, a non-custodial cryptocurrency wallet integrated into the Rumble platform, that currently supports Bitcoin (BTC), Tether (USD?), Tether Gold (XAU?) and USA?, Tether’s made-in-America, U.S. dollar-backed stablecoin, enabling creators to receive direct, borderless crypto payments without intermediaries.
  • On January 12, 2026, the Company announced an exclusive video and live streaming distribution agreement with The Dan Bongino Show, making Rumble the sole platform for daily live streams of the show, further strengthening the Company’s position in independent media content.
  • On February 4, 2026, the Company unveiled the web version of Rumble Shorts, a new short-form video experience featuring continuous swipeable content under 90 seconds to boost creator discovery, drive engagement, and integrate tipping via Rumble Wallet.
  • On February 13, 2026, the Company announced that Rumble Shorts had been approved by Google Play and that Android users are now able to download or update their Rumble apps to experience Rumble Shorts. Further, on February 25, Rumble Shorts was approved by the Apple App Store. Rumble Shorts has now topped 1 million daily unique video views.
  • On March 2, 2026, the Company announced that Maurice Edelson has joined Rumble as its General Counsel & Corporate Secretary, bringing more than 25 years of legal, strategic, and business experience in the media, arts and entertainment industries.

Management Commentary

Rumble's Chairman and CEO, Chris Pavlovski, commented, "Rumble has reached an inflection point. The investments we made throughout 2025, in platform stability, creator monetization, short-form video, and our sales infrastructure, are beginning to bear fruit. Rumble Shorts alone surpassed one million daily unique video views just weeks after launch, and Rumble Wallet gives creators a first-of-its-kind way to earn through Bitcoin, USA ?, USD ?, and Tether Gold. Our advertising business is anchored by a $100 million Tether commitment, and our pending acquisition of Northern Data will open an entirely new frontier in Cloud and GPU infrastructure. We are competing, winning on multiple fronts, and we are just getting started.”

Q4 Financial Summary (Unaudited)

              
For the three months ended December 31,2025
 2024
 Variance ($) Variance (%)
              
Revenues$27,068,454  $30,228,287  $(3,159,833)  (10%)
              
Expenses             
Cost of services (content, hosting and other)$25,586,021  $34,522,828  $(8,936,807)  (26%)
General and administrative 9,946,460   7,197,976   2,748,484   38%
Research and development 4,673,281   4,425,610   247,671   6%
Sales and marketing 7,284,846   3,803,882   3,480,964   92%
                

Revenues decreased by $3.2 million to $27.1 million in the three months ended December 31, 2025 compared to the three months ended December 31, 2024, of which $2.8 million was attributable to a decrease in Audience Monetization revenues and $0.4 million to lower Other Initiatives revenues. The decrease in Audience Monetization revenues was driven by a $5.5 million decrease in advertising, tipping and platform hosting fees, offset by a $2.7 million increase in subscription fees and licensing fees. The decrease in Other Initiative revenues was due to a $0.5 million decrease in advertising inventory being monetized by our publisher network, offset by a $0.1 million increase in cloud services offered.

Cost of services decreased by $8.9 million to $25.6 million in the three months ended December 31, 2025 compared to the three months ended December 31, 2024. The decrease was primarily due to a reduction in programming and content costs of $8.8 million and other costs of services of $0.1 million.

General and administrative expenses increased by $2.7 million to $9.9 million in the three months ended December 31, 2025 compared to the three months ended December 31, 2024. The increase was driven by a $1.9 million rise in administrative expenses, reflecting higher professional fees, insurance and other administrative services, and an increase in payroll and related expenses of $0.8 million.

Research and development expenses increased by $0.2 million to $4.7 million in the three months ended December 31, 2025 compared to the three months ended December 31, 2024. The increase resulted from a $0.2 million increase in costs associated with computer software, hardware, and other expenditures used in research and development-related activities.

Sales and marketing expenses increased by $3.5 million to $7.3 million in the three months ended December 31, 2025 compared to the three months ended December 31, 2024. The increase was driven by higher marketing and public relations activities of $2.8 million, along with a $0.5 million increase in payroll and related expenses and a $0.2 million increase in consulting services.

Capitalization as of December 31, 2025

The table below sets forth Rumble’s fully diluted capitalization as of December 31, 2025.

    
  Earnout / EscrowTotal
Class A Common stock261,050,692178,376,3542339,427,046
Options, warrants & RSUs53,286,634328,587,396481,874,030
Total314,337,326106,963,750421,301,076
    

*Table excludes non-economic, voting shares5


 (1)Consists of 192,971,940 shares of Class A Common Stock outstanding, plus 68,078,752 shares of Class A Common Stock issuable upon exchange of any issued and outstanding exchangeable shares in an indirect, wholly owned Canadian subsidiary of the Company (the "ExchangeCo Shares").
 (2)Pursuant to the terms of our initial business combination in 2022, certain shareholders are eligible to receive up to an aggregate of 78,376,354 additional shares of Class A Common Stock if the closing price of the 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 on 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 these shareholders. The shares are currently being held in escrow until the contingency is met and consist of 20,800,886 shares of Class A Common Stock, ExchangeCo Shares exchangeable for 55,611,718 shares of Class A Common Stock, and 1,963,750 shares of Class A Common Stock held by the Sponsor subject to forfeiture.
 (3)Consists of 43,227,838 shares of Class A Common Stock issuable under options outstanding, plus 8,046,045 shares of Class A Common Stock issuable under warrants outstanding, plus 2,012,751 restricted stock units outstanding. Excludes 400,000 restricted stock units that have market conditions.
 (4)Consists of 28,587,396 shares of Class A Common Stock issuable under options that are subject to the same earnout conditions set forth in footnote (2) above. The options are currently being held in escrow until the contingency is met.
 (5)The Company has two classes of non-economic, voting shares that are issued solely for voting purposes: (i) shares of Class C Common Stock which are issued in "tandem" with each ExchangeCo Share on a one-for-one basis, with each such share of Class C Common Stock intended to give the holder thereof the same voting rights as one share of Class A Common Stock, but are otherwise non-economic and (ii) shares of Class D Common Stock, with each share carrying 11.2663 votes per share but are otherwise non-economic, held by the Company's founder and CEO Chris Pavlovski.
   

Conference Call Webcast Information

Rumble will host a conference call at 5:00 p.m. Eastern Time today, Thursday, March 5, 2026, to discuss its quarterly results. Access to the live webcast and replay of the conference call will be available here and on Rumble's Investor Relations website at investors.rumble.com under 'News & Events.’

Chris Pavlovski, the Chairman and CEO of Rumble, will also be interviewed by Matt Kohrs on Thursday, March 5, 2025 at 6:30 p.m. Eastern Time. The interview will be accessible here and streamed live on the Matt Kohrs Rumble channel at rumble.com/MattKohrs.

Notes on KPIs

Monthly Active Users ("MAUs").

We use MAUs as a measure of audience engagement to help us understand the volume of users engaged with our content on a monthly basis. MAUs represent the total web, mobile app, and connected TV users of Rumble for each month, which allows us to measure our total user base calculated from data provided by Google, a third-party analytics provider. Google defines "active users" as the "[n]umber of distinct users who visited your website or application." We have used the Google analytics systems since we first began publicly reporting MAU statistics, and the resulting data have not been independently verified.

As of July 1, 2023, Universal Analytics ("UA"), Google's analytics platform on which we historically relied for calculating MAUs using company-set parameters, was phased out by Google and ceased processing data. At that time, Google Analytics 4 ("GA4") succeeded UA as Google's next-generation analytics platform, which has been used to determine MAUs since the third quarter of 2023 and which we expect to continue to use to determine MAUs in future periods. Although Google has disclosed certain information regarding the transition to GA4, Google does not currently make available sufficient information relating to its new GA4 algorithm for us to determine the full effect of the switch from UA to GA4 on our reported MAUs. Because Google has publicly stated that metrics in UA "may be more or less similar" to metrics in GA4, and that "[i]t is not unusual for there to be apparent discrepancies" between the two systems, we are unable to determine whether the transition from UA to GA4 has had a positive or negative effect, or the magnitude of such effect, if any, on our reported MAUs. It is therefore possible that MAUs that we reported based on the UA methodology ("MAUs (UA)") for periods prior to July 1, 2023, cannot be meaningfully compared to MAUs based on the GA4 methodology in subsequent periods.

Average Revenue Per User (“ARPU”)

We use ARPU as a measure of our ability to monetize our user base. Quarterly ARPU is calculated as quarterly Audience Monetization revenue divided by MAUs for the relevant quarter (as reported by Google Analytics). ARPU does not include Other Initiatives revenue.

About Rumble

Rumble is a Freedom-First technology platform with a mission to protect a free and open internet. The platform spans cloud, AI, and digital media, including its namesake video service, and is built on a foundation of customer independence and free speech.

Non-U.S. GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, we use certain non-U.S. GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-U.S. GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. We use the non-U.S. GAAP financial measure of Adjusted EBITDA, which is defined as net income (loss) excluding interest income (expense), net, other income (expense), net, provision for income taxes, depreciation and amortization, share-based compensation expense, acquisition-related transaction costs, change in fair value of warrants, change in fair value of digital assets, change in fair value of contingent consideration, and change in the fair value of derivative. The Company’s management believes that it is important to consider Adjusted EBITDA, in addition to net income (loss), as it helps identify trends in our business that could otherwise be masked by the effect of the gains and losses that are included in net income (loss) but excluded from Adjusted EBITDA.

Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), the nearest U.S. GAAP equivalent. As a result of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income (loss) and our other financial results presented in accordance with U.S. GAAP.

Forward-Looking Statements

Certain statements in this press release and the associated conference call constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements contained in this press release that are not historical facts are forward-looking statements and include, for example, results of operations, financial condition and cash flows (including revenues, operating expenses, and net income (loss)); our ability to meet working capital needs and cash requirements over the next 12 months; and our expectations regarding future results and certain key performance indicators. Certain of these forward-looking statements can be identified by using words such as "anticipates," "believes," "intends," "estimates," "targets," "expects," "endeavors," "forecasts," "could," "will," "may," "future," "likely," "on track to deliver," "continues to," "looks forward to," "is primed to," "plans," "projects," "assumes," "should" or other similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties, and our actual results could differ materially from future results expressed or implied in these forward-looking statements. The forward-looking statements included in this release are based on our current beliefs and expectations of our management as of the date of this release. These statements are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements include our ability to grow and manage future growth profitably over time, maintain relationships with customers, compete within our industry and retain key employees;   weakened global economic conditions may affect our business and operating results; our limited operating history makes it difficult to evaluate our business and prospects; we may not grow or maintain our active user base, and may not be able to achieve or maintain profitability; we may fail to maintain adequate operational and financial resources; we may be unsuccessful in attracting new users to our mobile and connected TV offerings; our traffic growth, engagement, and monetization depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers and standards, including mobile operating systems, networks, and standards that we do not control; our business depends on continued and unimpeded access to our content and services on the internet and if we or those who engage with our content experience disruptions in internet service, or if internet service providers are able to block, degrade or charge for access to our content and services, we could incur additional expenses and the loss of traffic and advertisers; we face significant market competition, and if we are unable to compete effectively with our competitors for traffic and advertising spend, our business and operating results could be harmed; we rely on data from third parties to calculate certain of our performance metrics and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business; changes to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue; we derive the majority of our revenue from advertising and the failure to attract new advertisers, the loss of existing advertisers, or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets may adversely affect our business and operating results; we depend on third-party vendors, including internet service providers, advertising networks, and data centers, to provide core services; new technologies have been developed that are able to block certain online advertisements or impair our ability to deliver advertising, which could harm our operating results; we have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, and these arrangements may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by the applicable content creator but rather are based on our modeled financial projections for that creator, which if not satisfied may adversely impact our financial performance, results of operations and liquidity; changes in tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities may adversely impact our financial results; compliance obligations imposed by new privacy laws, laws regulating online video sharing platforms, other online platforms and online speech in certain jurisdictions in which we operate, or industry practices may adversely affect our business, financial performance, and operating results; we may become subject to newly enacted laws and regulations that restrict or moderate content on the internet; we are exposed to significant regulatory, operational, compliance, privacy, and legal risks related to age restriction or verification requirements and children’s online safety laws contemplated or enacted in various U.S. states and foreign jurisdictions; paid endorsements by our content creators may expose us to regulatory risk, liability, and compliance costs, and, as a result, may adversely affect our business, financial condition and results of operations; we have incurred and will incur significantly increased expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition, and results of operations; risks related to the proposed Northern Data business combination, including our ability to successfully complete the proposed transaction; and those additional risks, uncertainties and factors described in more detail under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, and in our other filings with the Securities and Exchange Commission. We do not intend, and, except as required by law, we undertake no obligation, to update any of our forward-looking statements after the issuance of this release to reflect any future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Rumble on Social Media

Investors and others should note that we announce material financial and operational information to our investors using our investor relations website (investors.rumble.com ), press releases, SEC filings and public conference calls and webcasts. We also intend to use certain social media accounts as a means of disclosing information about us and our services and to comply with our disclosure obligations under Regulation FD: the @rumblevideo X account (x.com/rumblevideo), the @rumble TRUTH Social account (truthsocial.com/@rumble ), the @chrispavlovski X account (x.com/chrispavlovski), and the @chris TRUTH Social account (truthsocial.com/@chris ), which Chris Pavlovski, our Chairman and Chief Executive Officer, also uses as a means for personal communications and observations. The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following our press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of disclosing the information described above may be updated from time to time, as listed on our investor relations website.

Important Information for Investors and Stockholders

This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be commenced except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and/or a prospectus pursuant to the Regulation (EU) 2017/1129, as amended (the "EU Prospectus Regulation").

When the exchange offer referenced in this press release (the “Offer”) is launched in accordance with the definitive agreements for the transaction, such Offer will only be made pursuant to (i) the Registration Statement and related information statement and other relevant documents to be filed by Rumble with the Securities and Exchange Commission (“SEC”), (ii) a securities prospectus in accordance with the EU Prospectus Regulation (the "EU Prospectus") to be filed by Rumble with and to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") and (iii) a separate offer document (the "Offer Document") which will contain the terms and conditions of the Offer in detail as well as other information regarding the Offer. BaFin's approval will only confirm that the EU Prospectus meets the standards of completeness, comprehensibility and consistency required by law and shall not be considered as an endorsement of the Offer or Rumble's stock. The Offer Document will not be subject to review or registration proceedings of any securities regulator neither in nor outside the Federal Republic of Germany, and the Offer Document will not be approved or recommended by any such securities regulator, including the SEC or BaFin. Before making any voting or investment decision, investors and security holders of Northern Data are strongly advised to read (i) the Registration Statement and related information statement and all other relevant documents filed or that will be filed with the SEC, (ii) the EU Prospectus following its approval by BaFin and (iii) the Offer Document in connection with the Offer, when launched, as they become available because they will contain important information about the transaction. Holders of Northern Data shares will need to make their own decision whether to tender shares in the Offer, when launched. Investors and security holders of Northern Data will be able to obtain free copies of (i) the Registration Statement and related information statement and all other relevant documents filed or that will be filed with the SEC by Rumble through the website maintained by the SEC at www.sec.gov, (ii) the EU Prospectus and the Offer Document through the website relating to the Offer (www.rumble-offer.com).

Neither the SEC, any U.S. state securities commission nor the BaFin has passed any comment upon the adequacy, accuracy or completeness of the disclosure in this press release. Any representation to the contrary is a criminal offense in the United States.

Rumble reserves the right to acquire further Northern Data Shares in a manner other than in the context of the Offer on or off the stock exchange and/or enter into corresponding acquisition agreements during the offer period, in each case in accordance with applicable law. Any information about such purchases that is made public in Germany will also be made publicly available in the United States on a comparable basis, including by press release and/or by filing a Form 8-K with the SEC. Rumble is not obliged to adjust the offer price as a result of such acquisitions.

Certain Information Regarding Participants

Rumble and its directors, executive officers and other members of its management and employees may be deemed under SEC rules to be participants in the solicitation of proxies of Rumble’s stockholders in connection with the proposed transactions. Information concerning the interests of Rumble’s participants in any such solicitation, if applicable, which may, in some cases, be different from those of Rumble’s stockholders generally. Information regarding the directors and executive officers of Rumble is contained in Rumble’s Annual Report on Form 10-K for the year ended December 31, 2024, and its Proxy Statement on Schedule 14A, dated April 25, 2025, which are filed with the SEC and can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the information statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available.

For investor inquiries, please contact:

Shannon Devine
MZ Group, MZ North America
203-741-8811
investors@rumble.com

Source: Rumble Inc.

 
Consolidated Statements of Operations (Unaudited)
     
 Three Months Ended,
 Twelve Months Ended,
 
 December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 
         
Revenues$27,068,454  30,228,287 $100,622,320  95,488,190 
         
Expenses        
Cost of services (content, hosting and other)$25,586,021  34,522,828 $107,383,833  138,472,266 
General and administrative 9,946,460  7,197,976  48,738,522  36,646,307 
Research and development 4,673,281  4,425,610  18,743,630  18,923,319 
Sales and marketing 7,284,846  3,803,882  23,892,235  17,330,925 
Acquisition-related transaction costs 5,678,631  -  13,303,532  - 
Amortization and depreciation 3,789,174  4,495,983  14,564,535  13,614,587 
Change in fair value of digital assets 5,599,051  -  649,638  - 
Change in fair value of contingent consideration -  -  -  1,354,357 
         
Total expenses 62,557,464  54,446,279  227,275,925  226,341,761 
         
Loss from operations (35,489,010) (24,217,992) (126,653,605) (130,853,571)
Interest income 2,439,259  1,437,886  10,419,139  8,083,903 
Other expense (10,167) (133,550) (10,643) (207,431)
Change in fair value of warrant liability 402,359  (31,214,302) 24,781,975  (32,694,697)
Change in fair value of derivative -  (184,699,998) 9,700,000  (184,699,998)
         
Loss before income taxes (32,657,559) (238,827,956) (81,763,134) (340,371,794)
Income tax (expense) benefit (35,918) 2,075,330  (67,228) 2,009,015 
         
Net loss$(32,693,477) (236,752,626)$(81,830,362) (338,362,779)
         
Loss per share – basic and diluted$(0.13) (1.15)$(0.32) (1.66)
Weighted-average number of common shares used in computing net loss per share-basic and diluted 260,723,829  205,411,121  254,739,238  204,100,835 
         
Share-based compensation expense included in expenses:        
Cost of services (content, hosting and other)$901,293  3,698,105 $4,435,783  9,030,594 
General and administrative 2,178,391  1,611,165  14,434,478  11,788,130 
Research and development 836,193  715,077  3,287,078  2,014,168 
Sales and marketing 473,115  312,376  1,679,442  981,871 
         
Total share-based compensation expense$4,388,992  6,336,723 $23,836,781  23,814,763 
         


Consolidated Balance Sheets
     
  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    
     
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 
       


Consolidated Statements of Cash Flows
       
For the year ended December 31,20252024
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 
Cashand 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 1,138,002  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 
       


Reconciliation of GAAP to Non-U.S. GAAP Financial Measures

Reconciliation of Adjusted EBITDA (Unaudited)
     
 Three months ended December 31,
 Twelve months ended December 31,
 
  2025  2024  2025  2024 
         
Net loss$(32,693,477) (236,752,626)$(81,830,362) (338,362,779)
Adjustments:        
Amortization and depreciation 3,789,174  4,495,983  14,564,535  13,614,587 
Share-based compensation expense 4,388,992  6,336,723  23,836,781  23,814,763 
Interest income (2,439,259) (1,437,886) (10,419,139) (8,083,903)
Other expense 10,167  133,550  10,643  207,431 
Income tax (expense) benefit 35,918  (2,075,330) 67,228  (2,009,015)
Change in fair value of warrants liability (402,359) 31,214,302  (24,781,975) 32,694,697 
Change in fair value of contingent consideration -  -  -  1,354,357 
Change in fair value of derivative -  184,699,998  (9,700,000) 184,699,998 
Change in fair value of digital assets 5,599,051  -  649,638  - 
Acquisition-related transaction costs 5,678,631  -  13,303,532  - 
Adjusted EBITDA$(16,033,162) (13,385,286)$(74,299,119) (92,069,864)
             

________________________

1 See Northern Data’s announcement dated March 5, 2026 entitled “Northern Data Provides Operational Update.”

2 Data center and GPU information included in this press release is based on information provided by Northern Data.


FAQ**

How does Rumble Inc. RUM plan to sustain its recent milestone of surpassing $100 million in annual revenue while managing operational costs effectively?

Rumble Inc. plans to sustain its recent milestone of surpassing $100 million in annual revenue by diversifying its content offerings, leveraging strategic partnerships, optimizing operational efficiencies, and enhancing monetization strategies to manage costs effectively.

What strategies is Rumble Inc. RUM implementing to maintain and grow its average monthly active users (MAUs) beyond the recent 52 million?

Rumble Inc. is focusing on enhancing user engagement through improved content discovery, expanding partnerships with creators, implementing diverse monetization strategies, and leveraging targeted marketing campaigns to attract and retain more users.

Can Rumble Inc. RUM elaborate on the timeline and expected outcomes of the transformative acquisition of Northern Data, particularly in AI infrastructure?

Rumble Inc. (RUM) plans to share details on the timeline and anticipated benefits of acquiring Northern Data, focusing on enhancing its AI infrastructure capabilities, with updates expected following regulatory approvals and strategic integration developments.

How is Rumble Inc. RUM leveraging its new Rumble Wallet to enhance creator monetization and attract users in light of its recent partnerships and ad commitments?

Rumble Inc. is leveraging its Rumble Wallet to enhance creator monetization by streamlining payments and tips through new partnerships and ad commitments, thereby attracting more users to its platform with improved financial incentives and a user-friendly experience.

**MWN-AI FAQ is based on asking OpenAI questions about Rumble Inc. (NASDAQ: RUM).

Rumble Inc.

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