# Rumble, Inc. (RUM) 10-Q SEC filing - Q1 FY2026

- Filed: May 14, 2026, 4:10 PM EDT
- Fiscal quarter: Q1 FY2026
- Calendar quarter: Q1 2026
- Accession: 0001213900-26-056616
- OpenCapital page: https://www.opencapital.sh/filings/0001213900-26-056616
- Markdown URL: https://www.opencapital.sh/filings/0001213900-26-056616.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1830081/000121390026056616/0001213900-26-056616-index.htm

## Filing documents

- [10-Q (ea0290064-10q_rumble.htm)](https://www.sec.gov/Archives/edgar/data/1830081/000121390026056616/ea0290064-10q_rumble.htm)

---

## 10-Q

SEC source: [ea0290064-10q_rumble.htm](https://www.sec.gov/Archives/edgar/data/1830081/000121390026056616/ea0290064-10q_rumble.htm)

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-Q**

(Mark One)

☒ **QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the quarterly period ended March 31, 2026**

☐ **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from _________ to
_________**

**Commission File Number: 001-40079**

**RUMBLE INC.**

(Exact name of registrant as specified in its charter)

**Delaware** **80-0984597**

(State or other jurisdiction of    incorporation or organization) (I.R.S. Employer    Identification No.)

**444 Gulf of Mexico Dr   Longboat Key, FL 34228**

(Address of Principal Executive Offices, including zip code)

**(941) 210-0196**

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

**Title of each class** **Trading Symbol(s)** **Name of each exchange on    which registered**

Class A common stock, par value $0.0001 per share RUM The Nasdaq Global Market

Warrants to purchase one share of Class A common stock RUMBW The Nasdaq Global Market

Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes ☒ No ☐

Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer ☐ Accelerated filer

☒ Non-accelerated filer ☐ Smaller reporting company

☒ Emerging growth company

If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of May 8,
2026, the registrant had issued and outstanding (i) 216,396,992 shares of Class A
common stock, par value $0.0001 per share, (ii) 123,690,477 shares of Class C common stock,
par value $0.0001 per share, and (iii) 95,791,120 shares of Class D common stock, par value
$0.0001 per share.

**RUMBLE INC.**

**Quarterly Report on Form 10-Q**

**TABLE OF CONTENTS**

|  |  | **Page** |
| --- | --- | --- |
| [PART 1 - FINANCIAL INFORMATION](#a_001) |  | 1 |
| Item 1. | [Unaudited Condensed Consolidated Financial Statements](#a_002) | 1 |
|  | [Unaudited Condensed Consolidated Statements of Operations](#a_003) | 3 |
|  | [Unaudited Condensed Consolidated Balance Sheets](#a_004) | 4 |
|  | [Unaudited Condensed Consolidated Statements of Shareholder’s Equity](#a_005) | 5 |
|  | [Unaudited Condensed Consolidated Statements of Cash Flows](#a_006) | 6 |
|  | [Notes to Unaudited Condensed Consolidated Financial Statements](#a_007) | 7 |
| Item 2. | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#a_008) | 25 |
| Item 3. | [Quantitative and Qualitative Disclosures About Market Risk](#a_009) | 36 |
| Item 4. | [Control and Procedures](#a_010) | 36 |
| [PART II - OTHER INFORMATION](#a_011) |  | 37 |
| Item 1A. | [Risk Factors](#a_012) | 39 |
| Item 2. | [Unregistered Sales of Equity Securities and Use of Proceeds](#a_013) | 39 |
| Item 6. | [Exhibits](#a_014) | 40 |
| [SIGNATURES](#a_015) |  | 41 |

i

**CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS**

This Quarterly Report on Form
10-Q (this “Quarterly Report”) contains forward-looking statements regarding, among other things, our plans, strategies and
prospects, both business and financial. These statements are based on the beliefs and assumptions of our management. Although we believe
that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot provide
assurance that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to
risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or
assumed future actions, business strategies, events or results of operations, are forward-looking statements. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Investors should read statements that contain these words carefully because they
discuss future expectations, contain projects of future results of operations or financial condition; or state other “forward-looking”
information. Forward-looking statements are based on information available as of the date of this Quarterly Report and may involve significant
judgments and assumptions, known and unknown risks and uncertainties and other factors, many of which are outside our control. There may
be events in the future that management is not able to predict accurately or over which we have no control. We do not undertake any obligation
to update to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they
were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise,
except as may be required under applicable laws. The risk factors and cautionary language contained in this Quarterly Report provide examples
of risks, uncertainties, and events that may cause actual results to differ materially from the expectations described in such forward-looking
statements, including, among other things:

- our ability to grow and manage future growth profitably over time, maintain relationships with customers, compete within our industry and retain key employees;
- the possibility that we may be adversely impacted by economic, business, and/or competitive factors;
- 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;
- risks relating to our ability to attract new advertisers, or the potential loss of existing advertisers or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets;
- our cloud business may not achieve the intended results, which could adversely affect our financial condition and results of operations;
- negative media campaigns may adversely impact our financial performance, results of operations, and relationships with our business partners, including content creators and advertisers;
- spam activities, including inauthentic and fraudulent user activity, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators;

ii

- the operation of our non-custodial crypto wallet exposes us to significant regulatory, operational, security, and market risks that could adversely affect our business, financial condition, results of operations, and reputation;
- we collect, store, and process large amounts of user video content and personal information of our users and subscribers. If our security measures are breached, our sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing our content or using our services, our business and operating results could be harmed, and we could face governmental investigations and legal claims from users and subscribers;
- our Bitcoin treasury strategy exposes us to various risks associated with holding bitcoin;
- we may fail to comply with applicable privacy laws, subjecting us to liability and damages;
- our cloud services business operates in a highly regulated environment, subject to a complex and rapidly evolving array of domestic and international laws, regulations, and industry standards governing data privacy, cybersecurity, data localization, cross-border data transfers, and emerging technologies such as artificial intelligence;
- we are subject to cybersecurity risks and interruptions or failures in our information technology systems and as we grow and gain recognition, we will likely need to expend additional resources to enhance our protection from such risks. Notwithstanding our efforts, a cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss;
- we may be found to have infringed on the intellectual property of others, which could expose us to substantial losses or restrict our operations;
- we may face liability for hosting a variety of tortious or unlawful materials uploaded by third parties, notwithstanding the liability protections of Section 230 of the Communications Decency Act of 1996 (“Section 230”);
- user-generated content could affect the quality of our services and deter existing or potential users from using our platforms, and we may face negative publicity for removing, or declining to remove, certain content, regardless of whether such content violates any law;
- 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;
- 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. 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. 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. 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 would adversely affect our business;

iii

- we depend on third-party vendors, including internet service providers, advertising networks, and data centers, to provide core services;
- hosting and delivery costs may increase unexpectedly;
- 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;
- we may be unable to develop or maintain effective internal controls;
- potential diversion of management’s attention and consumption of resources as a result of acquisitions of other companies, including the proposed business combination (the “ND Business Combination”) with Northern Data AG, a German stock corporation (Aktiengesellschaft) incorporated under the laws of Germany (“Northern Data”) and success in integrating and otherwise achieving the benefits of recent and potential acquisitions;
- we may fail to consummate the ND Business Combination or fail to realize the anticipated strategic and financial benefits sought from the ND Business Combination;
- we may fail to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows;
- changes in tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new 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; and
- other risks and uncertainties indicated in this Quarterly Report and in other filings that we have made or will make with the Securities and Exchange Commission (the “SEC”), including the risk factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and, if the ND Business Combination is consummated, the risk factors related to Northern Data and its business and the business of the combined company as described under the caption “Risk Factors” in our Registration Statement on Form S-4 filed with the SEC on April 13, 2026 in connection with the ND Business Combination.

iv

**PART I - FINANCIAL INFORMATION**

## ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

**Rumble Inc.**

**Condensed Consolidated Interim Financial Statements**

**(Expressed in U.S. Dollars)**

**For the three months ended March 31, 2026 and 2025**

1

**Rumble Inc.**

**Condensed Consolidated Interim Financial Statements**

**(Expressed in U.S. Dollars)**

**For the three months ended March 31, 2026 and 2025**

| Condensed Consolidated Interim Financial Statements | Contents |
| --- | --- |
| Condensed Consolidated Interim Statements of Operations | 3 |
| Condensed Consolidated Interim Balance Sheets | 4 |
| Condensed Consolidated Interim Statements of Shareholders’ Equity | 5 |
| Condensed Consolidated Interim Statements of Cash Flows | 6 |
| Notes to the Condensed Consolidated Interim Financial Statements | 7-24 |

2

<br>Rumble Inc.

Condensed Consolidated Interim Statements of Operations

(Expressed in U.S.  Dollars)

(Unaudited)

| For the three months ended March 31, | 2026 | 2025 |
| --- | --- | --- |
| Revenues | $25,459,796 | $23,706,790 |
| Expenses |  |  |
| Cost of services (content, hosting and other) | $26,997,183 | $30,036,174 |
| General and administrative | 10,396,560 | 16,633,723 |
| Research and development | 5,739,914 | 4,789,111 |
| Sales and marketing | 8,532,481 | 3,638,926 |
| Acquisition-related transaction costs | 4,847,007 | - |
| Amortization and depreciation | 3,977,870 | 3,292,709 |
| Change in fair value of digital assets | 4,065,603 | 1,699,416 |
| Total expenses | 64,556,618 | 60,090,059 |
| Loss from operations | (39,096,822) | (36,383,269) |
| Interest income | 1,885,443 | 2,184,286 |
| Other expense | (36,386) | (24,604) |
| Changes in fair value of warrant liability | 7,000,386 | 21,904,704 |
| Changes in fair value of derivative | - | 9,700,000 |
| Loss before income taxes | (30,247,379) | (2,618,883) |
| Income tax expense | (22,991) | (31,310) |
| Net loss | $(30,270,370) | $(2,650,193) |
| Loss per share – basic and diluted | $(0.12) | $(0.01) |
| Weighted-average number of common shares used in computing net loss per share - basic and diluted | 261,055,788 | 237,051,968 |
| Share-based compensation expense included in expenses: |  |  |
| Cost of services (content, hosting, and other) | $1,795,970 | $1,526,580 |
| General and administrative | 1,962,948 | 6,284,311 |
| Research and development | 917,070 | 626,435 |
| Sales and marketing | 558,129 | 247,477 |
| Total share-based compensation expense | $5,234,117 | $8,684,803 |

The accompanying notes are an integral part of
these condensed consolidated interim financial statements.

3

Rumble Inc.

Condensed Consolidated Interim Balance Sheets

(Expressed in
U.S. Dollars)

(Unaudited)

| Line item | March 31, 2026 | December 31, 2025 |
| --- | --- | --- |
| Assets |  |  |
| Current assets |  |  |
| Cash and cash equivalents | $219,042,502 | $237,919,453 |
| Accounts receivable, net | 12,533,368 | 11,859,231 |
| Prepaid expenses and other | 11,770,909 | 14,767,472 |
|  | 243,346,779 | 264,546,156 |
| Other non-current assets | 903,581 | 1,123,781 |
| Digital assets | 14,384,759 | 18,450,362 |
| Property and equipment, net | 17,314,557 | 16,178,941 |
| Right-of-use assets, net | 1,528,947 | 1,868,458 |
| Intangible assets, net | 23,076,047 | 24,023,709 |
| Goodwill | 10,655,391 | 10,655,391 |
|  | $311,210,061 | $336,846,798 |
| Liabilities and Shareholders’ Equity |  |  |
| Current liabilities |  |  |
| Accounts payable and accrued liabilities | $34,966,930 | $27,875,120 |
| Deferred revenue | 15,607,922 | 16,105,587 |
| Lease liabilities | 1,155,607 | 1,281,444 |
|  | 51,730,459 | 45,262,151 |
| Lease liabilities, net of current portion | 421,182 | 633,128 |
| Warrant liability | 8,608,941 | 15,609,327 |
| Other liability | 500,000 | 500,000 |
|  | 61,260,582 | 62,004,606 |
| Commitments and contingencies (Note 13) |  |  |
| 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, 215,750,581 and 215,736,576 shares issued and outstanding, as of March 31, 2026 and December 31, 2025, respectively; 170,000,000 Class C (and corresponding ExchangeCo Share) authorized, 123,690,470 and 123,690,470 shares issued and outstanding, as of March 31, 2026 and December 31, 2025, respectively; 110,000,000 Class D shares authorized, 95,791,120 and 95,791,120 shares issued and outstanding, as of March 31, 2026 and December 31, 2025, respectively) | 773,440 | 773,439 |
| Accumulated deficit | (595,666,674) | (565,396,304) |
| Additional paid-in capital | 844,842,713 | 839,465,057 |
|  | 249,949,479 | 274,842,192 |
|  | $311,210,061 | $336,846,798 |

The accompanying notes are an integral part of
these condensed consolidated interim financial statements.

4

**Rumble Inc.**

Condensed Consolidated Interim Statements of
Shareholders’ Equity

(Expressed in
U.S. Dollars)

(Unaudited)

_For the three months ended March 31, 2026_

| Line item | Number of Common Stock / Class A | Number of Common Stock / Class C (and corresponding Exchange Co Share) | Number of Common Stock / Class D | Class A | Class C | Class D | Additional Paid-in Capital | Accumulated Deficit | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 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 |
| Issuance of Class A Common Stock upon exercise of stock options and warrants as well as vesting of restricted stock units | 14,005 | - | - | 1 | - | - | 462 | - | 463 |
| Share-based compensation | - | - | - | - | - | - | 5,377,194 | - | 5,377,194 |
| Loss for the year | - | - | - | - | - | - | - | (30,270,370) | (30,270,370) |
| Balance March 31, 2026 | 215,750,581 | 123,690,470 | 95,791,120 | $751,492 | $12,369 | $9,579 | $844,842,713 | $(595,666,674) | $249,949,479 |

_For the three months ended March 31, 2025_

| Line item | Number of Common Stock / Class A | Number of Common Stock / Class C (and corresponding Exchange Co Share) | Number of Common Stock / 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 | 21,211,819 | - | - | 2,121 | - | - | 1,393,841 | - | 1,395,962 |
| Net share settlement on restricted stock units | - | - | - | - | - | - | (358,418) | - | (358,418) |
| Share issuance costs | - | - | - | - | - | - | (29,429,791) | - | (29,429,791) |
| Share-based compensation | - | - | - | - | - | - | 8,767,700 | - | 8,767,700 |
| Loss for the year | - | - | - | - | - | - | - | (2,650,193) | (2,650,193) |
| Balance March 31, 2025 | 214,817,160 | 123,690,470 | 95,791,120 | $751,399 | $12,369 | $9,579 | $825,052,644 | $(486,216,135) | $339,609,856 |

The accompanying notes are an integral part of
these condensed consolidated interim financial statements.

5

Rumble Inc.

Condensed Consolidated Interim Statements of
Cash Flows

(Expressed in
U.S. Dollars)

(Unaudited)

| For the three months ended March 31, | 2026 | 2025 |
| --- | --- | --- |
| Cash flows provided by (used in) |  |  |
| Operating activities |  |  |
| Net loss for the period | $(30,270,370) | $(2,650,193) |
| Adjustments to reconcile net loss to net cash used in operating activities: |  |  |
| Amortization and depreciation | 3,977,870 | 3,292,709 |
| Share-based compensation | 5,234,117 | 8,684,803 |
| Provision for credit losses | 177,429 | - |
| Non-cash lease expense | 339,511 | 240,604 |
| Net trade and barter revenue and expense | 1,000,000 | (118,873) |
| Change in fair value of warrants | (7,000,386) | (21,904,704) |
| Change in fair value of derivative | - | (9,700,000) |
| Change in fair value of digital assets | 4,065,603 | 1,699,416 |
| Changes in operating assets and liabilities: |  |  |
| Accounts receivable | (851,566) | (648,423) |
| Prepaid expenses and other | 3,216,763 | 6,804,559 |
| Accounts payable and accrued liabilities | 5,338,847 | (55,673) |
| Deferred revenue | (1,497,665) | 104,266 |
| Operating lease liabilities | (337,783) | (240,600) |
| Net cash used in operating activities | (16,607,630) | (14,492,109) |
| Investing activities |  |  |
| Purchase of property and equipment | (1,111,189) | (133,690) |
| Purchase of digital assets | - | (19,100,000) |
| Purchase of intangible assets | (1,158,595) | (612,689) |
| Net cash used in investing activities | (2,269,784) | (19,846,379) |
| Financing Activities |  |  |
| Taxes paid from net share settlement for share-based compensation | - | (358,418) |
| Proceeds from the exercise of warrants and stock options | 463 | 1,395,963 |
| Proceeds from issuance of Class A Common Stock | - | 775,000,000 |
| Repurchase of Class A Common Stock | - | (525,000,000) |
| Share issuance costs | - | (29,429,791) |
| Net cash provided by financing activities | 463 | 221,607,754 |
| (Decrease) increase in cash and cash equivalents during the period | (18,876,951) | 187,269,266 |
| Cash and cash equivalents, beginning of period | 237,919,453 | 114,018,900 |
| Cash and cash equivalents, end of period | $219,042,502 | $301,288,166 |
| Supplemental cash flow information: |  |  |
| Cash paid for lease liabilities | $331,763 | $183,987 |
| Cash paid for income taxes | 17,391 | 33,755 |
| Non-cash investing and financing activities: |  |  |
| Property and equipment in accounts payable and accrued liabilities | 1,752,965 | 85,758 |
| Share-based compensation capitalized related to intangible assets | 143,077 | 82,897 |

The accompanying notes are an integral part of
these condensed consolidated interim financial statements.

6

Rumble Inc.

Notes to the Condensed Consolidated Interim
Financial Statements

(Expressed in
U.S. Dollars)

(Unaudited)

For the three months ended March 31, 2026 and 2025

**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 unaudited condensed
consolidated interim 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.

These financial statements should
be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2025 (the “Annual
Financial Statements”). These financial statements have been prepared using the same accounting policies that were described in
Note 2 to the Annual Financial Statements.

**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: provision for credit losses; valuation of share-based compensation awards; probability of
achievement associated with performance-based awards; fair value of financial instruments including digital assets, warrant liability,
and derivative; discount rate in determining lease liabilities; valuation of long-lived assets and their associated useful lives, valuation
of goodwill; 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.

7

Rumble Inc.

Notes to the Condensed Consolidated Interim
Financial Statements

(Expressed in
U.S. Dollars)

(Unaudited)

For the three months ended March 31, 2026 and 2025

**2.** **Summary of Significant Accounting Policies**

**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 $nil and $118,873 for the three months ended March
31, 2026 and 2025, respectively. Trade and barter expenses were $1,000,000 and $nil for the three months ended March 31, 2026 and 2025,
respectively. The trade and barter expense is recorded in sales and marketing expense in the condensed consolidated interim statement
of operations.

**Recent Accounting Pronouncements**

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 2025-06, 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.

8

Rumble Inc.

Notes to the Condensed Consolidated Interim
Financial Statements

(Expressed in
U.S. Dollars)

(Unaudited)

For the three months ended March 31, 2026 and 2025

**2.** **Summary of Significant Accounting Policies (Continued)**

**Recent Accounting Pronouncements
(Continued)**

- 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.

**3.** **Revenue from Contracts with Customers**

The following table presents revenues
disaggregated by type:

| Line item | Three months ended March 31, 2026 | Three months ended March 31, 2025 |
| --- | --- | --- |
| Audience Monetization | $22,528,837 | $19,943,535 |
| Other Initiatives | 2,930,959 | 3,763,255 |
| Total revenues | $25,459,796 | $23,706,790 |

The Company recognizes revenue either
at a point in time or over time, depending upon the characteristics of the contract.

| Line item | Three months ended March 31, 2026 | Three months ended March 31, 2025 |
| --- | --- | --- |
| Point in time | $6,969,675 | $9,233,587 |
| Over time | 18,490,121 | 14,473,203 |
| Total revenues | $25,459,796 | $23,706,790 |

**Deferred Revenue**

Deferred revenue recorded at March
31, 2026 is expected to be fully recognized by March 31, 2027. The deferred revenue balance was $15,607,922 and $16,105,587 as of March
31, 2026 and December 31, 2025, respectively.

9

Rumble Inc.

Notes to the Condensed Consolidated Interim
Financial Statements

(Expressed in
U.S. Dollars)

(Unaudited)

For the three months ended March 31, 2026 and 2025

**4**. **Cash and Cash Equivalents**

Cash and cash equivalents consist
of the following:

| Line item | Contracted Maturity | As of March 31, 2026 | As of December 31, 2025 |
| --- | --- | --- | --- |
| Cash | Demand | $7,044,600 | $7,651,820 |
| Treasury bills, money market funds and term deposits | Demand | 211,997,902 | 230,267,633 |
|  |  | $219,042,502 | $237,919,453 |

As of March 31, 2026 and December 31,
2025, 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 Company’s day-to-day business operations.

**5.** **Digital Assets**

The Company’s digital assets
holdings consist of the following:

| Line item | Units | As of March 31, 2026 / Cost Basis | As of March 31, 2026 / Fair Value | Units | As of December 31, 2025 / Cost Basis | As of December 31, 2025 / Fair Value |
| --- | --- | --- | --- | --- | --- | --- |
| Bitcoin | 210.82 | $19,100,000 | $14,384,759 | 210.82 | $19,100,000 | $18,450,362 |
|  |  | $19,100,000 | $14,384,759 |  | $19,100,100 | $18,450,362 |

The following table presents a reconciliation
of the Company’s digital asset holdings:

| Line item | Bitcoin |
| --- | --- |
| December 31, 2025 | $18,450,362 |
| Change in fair value | (4,065,603) |
| March 31, 2026 | $14,384,759 |

10

Rumble Inc.

Notes to the Condensed Consolidated Interim
Financial Statements

(Expressed in
U.S. Dollars)

(Unaudited)

For the three months ended March 31, 2026 and 2025

**6.** **Property and Equipment**

| Line item | As of March 31, 2026 | As of December 31, 2025 |
| --- | --- | --- |
| Computer hardware | $31,825,526 | $29,008,789 |
| Furniture and fixtures | 291,341 | 261,769 |
| Leasehold improvements | 2,313,366 | 2,295,521 |
|  | 34,430,233 | 31,566,079 |
| Accumulated depreciation | (17,115,676) | (15,387,138) |
| Net carrying value | $17,314,557 | $16,178,941 |

Depreciation expense on property and
equipment for the three months ended March 31, 2026 and 2025 were $1,728,538 and $1,164,223, respectively.

**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.

| Line item | As of March 31, 2026 / Cost | As of March 31, 2026 / Accumulated / Amortization | As of December 31, 2025 / Cost | As of December 31, 2025 / Accumulated / Amortization |
| --- | --- | --- | --- | --- |
| Right-of-use assets | $5,229,708 | $(3,700,761) | $5,229,708 | $(3,361,250) |
| Net carrying value |  | $1,528,947 |  | $1,868,458 |

Operating lease costs for the
three months ended March 31, 2026 and 2025 were $339,511 and $240,604, respectively, and are included in general and administrative
expenses in the condensed consolidated interim statements of operations.

Supplemental balance sheet
information related to the operating lease liabilities is as follows:

| Line item | As of March 31, 2026 | As of December 31, 2025 |
| --- | --- | --- |
| Weighted-average remaining lease term | 1.37 years | 1.59 years |
| Weighted-average incremental borrowing rate | 11.80% | 11.51% |

11

Rumble Inc.

Notes to the Condensed Consolidated Interim
Financial Statements

(Expressed in
U.S. Dollars)

(Unaudited)

For the three months ended March 31, 2026 and 2025

**7.** **Right-of-Use Assets and Lease Liabilities (Continued)**

The following shows the future minimum
lease payments for the remaining years under the lease arrangement as of March 31, 2026:

| 2026 | 1,037,851 |
| --- | --- |
| 2027 | 630,913 |
|  | 1,668,764 |
| Less: imputed interest* | (91,975) |
|  | 1,576,789 |
| Current portion | $1,155,607 |
| Long-term portion | $421,182 |

**\*** Imputed interest represents the difference between discounted cash flows and cash flows

**8.** **Intangible Assets**

| Line item | Gross Carrying Value | As of March 31, 2026 / Accumulated Amortization | As of March 31, 2026 / Net Carrying Value |
| --- | --- | --- | --- |
| Intellectual property | $462,047 | $(264,577) | $197,470 |
| Domain name | 500,447 | (161,793) | 338,654 |
| Brand | 1,284,000 | (569,269) | 714,731 |
| Software and technology | 30,645,299 | (15,642,401) | 15,002,898 |
| Internal software development | 11,011,250 | (4,188,956) | 6,822,294 |
|  | $43,903,043 | $(20,826,996) | $23,076,047 |

| Line item | Gross Carrying Value | As of December 31, 2025 / Accumulated Amortization | As of December 31, 2025 / Net Carrying Value |
| --- | --- | --- | --- |
| Intellectual property | $462,047 | $(247,651) | $214,396 |
| Domain name | 500,447 | (153,452) | 346,995 |
| Brand | 1,284,000 | (537,169) | 746,831 |
| Software and technology | 30,325,084 | (14,126,148) | 16,198,936 |
| Internal software development | 10,029,795 | (3,513,244) | 6,516,551 |
| Assembled workforce | 726,222 | (726,222) | - |
|  | $43,327,595 | $(19,303,886) | $24,023,709 |

12

Rumble Inc.

Notes to the Condensed Consolidated Interim
Financial Statements

(Expressed in
U.S. Dollars)

(Unaudited)

For the three months ended March 31, 2026 and 2025

**8.** **Intangible Assets (Continued)**

Amortization expense related to intangible
assets for the three months ended March 31, 2026 and 2025 were $2,249,332 and $2,128,486, respectively.

For intangible assets held as of March
31, 2026, future amortization expense is as follows:

| 2026 | 6,728,003 |
| --- | --- |
| 2027 | 8,318,047 |
| 2028 | 6,366,404 |
| 2029 | 871,764 |
| 2030 | 498,092 |
| Thereafter | 293,737 |
|  | $23,076,047 |

**9.** **Accounts Payable and Accrued Liabilities**

The Company’s accounts payable
and accrued liabilities consist of the following:

| Line item | As of March 31, 2026 | As of December 31, 2025 |
| --- | --- | --- |
| Trade accounts payable | $12,451,728 | $5,946,207 |
| Accrued programming and content costs | 11,709,036 | 11,091,846 |
| Accrued compensation and benefits | 1,478,599 | 2,674,379 |
| Accrued professional fees | 7,589,400 | 6,450,045 |
| Other accrued expenses | 1,738,167 | 1,712,643 |
|  | $34,966,930 | $27,875,120 |

**10.** **Shareholders’ Equity**

The Company has 1,000,000,000 in authorized
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.

13

Rumble Inc.

Notes to the Condensed Consolidated Interim
Financial Statements

(Expressed in
U.S. Dollars)

(Unaudited)

For the three months ended March 31, 2026 and 2025

**10.** **Shareholders’ Equity (Continued)**

The Company’s indirect, wholly
owned Canadian subsidiary 1000045728 Ontario Inc. (“ExchangeCo”) has 123,690,470 exchangeable shares (“ExchangeCo
Shares”) outstanding at March 31, 2026 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.

Former holders of Legacy Rumble’s
(as defined below) 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 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 the holders.

**11.** **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).

*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.

14

Rumble Inc.

Notes to the Condensed Consolidated Interim
Financial Statements

(Expressed in
U.S. Dollars)

(Unaudited)

For the three months ended March 31, 2026 and 2025

**11.** **Share-Based Compensation Expense (Continued)**

*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.

Share-based compensation expenses are
summarized as follows:

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | --- | --- |
| Restricted stock units | $1,774,599 | $4,115,524 |
| Stock options | 2,470,334 | 4,545,850 |
| Employee stock purchase plan | 16,211 | 23,429 |
| Pre-funded warrants | 972,973 | - |
|  | $5,234,117 | $8,684,803 |

**Restricted
Stock Units**

The following tables reflect the continuity
of unvested restricted stock units (“RSUs”) transactions:

| Line item | Service Conditions / Number | Service Conditions / Weighted Average Grant Date Fair Value |
| --- | --- | --- |
| Outstanding, December 31, 2025 | 1,851,200 | $7.36 |
| Granted | 2,285,245 | 5.23 |
| Vested | (12,500) | 7.69 |
| Forfeited | (139,170) | 7.28 |
| Cancelled | - | - |
| Outstanding, March 31, 2026 | 3,984,775 | $6.14 |

| Line item | Market Conditions / Number | Market Conditions / Weighted Average Grant Date Fair Value |
| --- | --- | --- |
| Outstanding, December 31, 2025 | 400,000 | $2.74 |
| Granted | - | - |
| Vested | - | - |
| Forfeited | - | - |
| Cancelled | - | - |
| Outstanding, March 31, 2026 | 400,000 | $2.74 |

As of March 31, 2026, the Company has
RSUs outstanding 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.

15

Rumble Inc.

Notes to the Condensed Consolidated Interim
Financial Statements

(Expressed in
U.S. Dollars)

(Unaudited)

For the three months ended March 31, 2026 and 2025

**11.** **Share-Based Compensation Expense (Continued)**

**Restricted Stock Units
(Continued)**

| Line item | Performance Conditions / Number | Performance Conditions / Weighted Average Grant Date Fair Value |
| --- | --- | --- |
| Outstanding, December 31, 2025 | 161,551 | $8.51 |
| Granted | 52,530 | 5.71 |
| Vested | - | - |
| Forfeited | (161,551) | 8.51 |
| Cancelled | - | - |
| Outstanding, March 31, 2026 | 52,530 | $5.71 |

As of March 31, 2026, 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 condensed consolidated interim statement of operations.

The following table reflects additional
information related to RSUs:

_As of March 31, 2026_

| Line item | Service Conditions | Market Conditions | Performance Conditions |
| --- | --- | --- | --- |
| Unrecognized compensation cost | $16,763,683 | $143,726 | $299,946 |
| Weighted-average service period for unrecognized compensation cost | 3.05 years | 0.21 years | - |
| Grant date fair value of RSUs | $11,956,569 | $1,097,541 | $299,946 |

**Stock Options**

The fair value of the stock options
was determined using Black-Scholes option pricing model. The following table reflects the assumptions made:

_Three months ended March 31, 2026_

|  |  |
| --- | --- |
| Share price | $5.23-$6.37 |
| Risk-free interest rate | 3.83%-3.85% |
| Volatility | 64%-70% |
| Expected life | 6.00-6.25 years |
| Dividend rate | 0.00% |

16

Rumble Inc.

Notes to the Condensed Consolidated Interim
Financial Statements

(Expressed in
U.S. Dollars)

(Unaudited)

For the three months ended March 31, 2026 and 2025

**11.** **Share-Based Compensation Expense (Continued)**

**Stock Options (Continued)**

The following tables reflect
the continuity of stock option transactions:

| Line item | Service Conditions / Number | Service Conditions / Weighted Average Exercise Price |
| --- | --- | --- |
| Outstanding, December 31, 2025 | 43,227,838 | $1.48 |
| Granted | 5,135,696 | 5.23 |
| Exercised | (1,500) | 0.27 |
| Forfeited | (117,568) | 8.29 |
| Cancelled | (11,083) | 7.31 |
| Outstanding, March 31, 2026 | 48,233,383 | $1.86 |
| Vested and exercisable | 37,852,816 | $0.67 |

During the three months ended March
31, 2026 and 2025, the Company recorded incremental share-based compensation expense of $nil and $2,792,429, respectively, related to
the modification of stock option awards of an officer who experienced changes in employment, which accelerated the vesting of all unvested
options and extended the post-termination exercise period.

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 March 31, 2026, the aggregate intrinsic value of options outstanding was $176,633,436 and the aggregate intrinsic value of the options
vested and exercisable was $176,629,669.

The following table reflects additional
information related to options:

_As of March 31, 2026_

|  |  |  |
| --- | --- | --- |
|  | Service Conditions |  |
| Unrecognized compensation cost | $ | $33,147,238 |
| Weighted-average service period for unrecognized compensation cost |  | 0.56 years |
| Weighted-average grant date fair value of options outstanding | $ | $3.43 per share |

**Employee Stock Purchase Plan**

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 ending 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 trading day of the offering period or the last trading day of the purchase period.

17

Rumble Inc.

Notes to the Condensed Consolidated Interim
Financial Statements

(Expressed in
U.S. Dollars)

(Unaudited)

For the three months ended March 31, 2026 and 2025

**11.** **Share-Based Compensation Expense (Continued)**

**Employee Stock Purchase
Plan (Continued)**

The fair value of the Employee Stock
Purchase Plan was determined using Black-Scholes option pricing model. The following table reflects the assumptions made:

_Three months ended March 31, 2026_

|  |  |
| --- | --- |
| Share price | $6.37 |
| Risk-free interest rate | 3.58% |
| Volatility | 49.5% |
| Expected life | 0.49 years |
| Dividend rate | 0.00% |

The following table reflects additional
information related to options:

_As of March 31, 2026_

|  |  |  |
| --- | --- | --- |
|  | Service Conditions |  |
| Unrecognized compensation cost | $ | $14,083 |
| Weighted-average service period for unrecognized compensation cost |  | 0.25 years |
| Grant date fair value of ESPPs | $ | $30,294 |

**Pre-funded Warrants**

The Company issued pre-funded warrants
in connection with a service agreement. The pre-funded warrants is exercisable for shares of the Company’s Class A Common Stock at a nominal
exercise price and vests in equal quarterly installments over a three-year period, subject to continued performance of services.

| Outstanding, December 31, 2025 | Service Conditions / Number / - | Service Conditions / Weighted Average Exercise Price / - |
| --- | --- | --- |
| Granted | 1,412,873 | 6.37 |
| Exercised | - | - |
| Forfeited | - | - |
| Cancelled | - | - |
| Outstanding, March 31, 2026 | 1,412,873 | $6.37 |
| Vested | 117,739 | $6.37 |
| Exercisable | - | - |

18

Rumble Inc.

Notes to the Condensed Consolidated Interim
Financial Statements

(Expressed in
U.S. Dollars)

(Unaudited)

For the three months ended March 31, 2026 and 2025

**11.** **Share-Based Compensation Expense (Continued)**

**Pre-funded Warrants (continued)**

The following table reflects additional
information related to the pre-funded warrant:

_As of March 31, 2026_

|  |  |  |
| --- | --- | --- |
|  | Service Conditions |  |
| Unrecognized compensation cost | $ | $8,027,027 |
| Weighted-average service period for unrecognized compensation cost |  | 2.75 years |
| Grant date fair value of pre-funded warrants | $ | $9,000,000 |

**12.** **Loss per Share**

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 three months ended March 31, 2026, and 2025. Shares of Class D Common Stock do not share in earnings and are 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.

**13.** **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 (“Tether”),
an affiliate of a significant shareholder of the Company, along with shareholders affiliated with Northern Data’s co-CEO and another
shareholder, collectively owning Northern data shares representing approximately 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.

The launch of the Exchange Offer occurred
subsequent to quarter end 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 of the exchange offer, 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.

19

Rumble Inc.

Notes to the Condensed Consolidated Interim
Financial Statements

(Expressed in
U.S. Dollars)

(Unaudited)

For the three months ended March 31, 2026 and 2025

**13.** **Commitments and Contingencies (Continued)**

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 $46 million as of March 31, 2026, 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 March 31, 2026, there were no material indemnification claims that were probable or reasonably possible.

From time to time, the Company may become
involved in litigation and other legal action. The Company estimates a range of liability related to any pending litigation where the
amount and range of loss can be estimated. As of March 31, 2026, we cannot reasonably estimate the possible loss or range of loss, if
any, in respect of pending legal proceedings against the Company and accordingly no liability has been recorded.

20

Rumble Inc.

Notes to the Condensed Consolidated Interim
Financial Statements

(Expressed in
U.S. Dollars)

(Unaudited)

For the three months ended March 31, 2026 and 2025

**14.** **Fair Value Measurements**

The following table summarizes the assets
and liabilities measured at fair value on a recurring basis:

| Line item | Level 1 / Digital Assets | Level 2 / Warrant Liability |
| --- | --- | --- |
| December 31, 2025 | $18,450,362 | $15,609,327 |
| Change in fair value | (4,065,603) | (7,000,386) |
| March 31, 2026 | $14,384,759 | $8,608,941 |

*Digital
Assets*

Digital assets arose from our bitcoin
investment. Changes 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 March 31, 2026
and December 31, 2025, the number of warrants outstanding was 8,046,040 and 8,046,045, 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.

**15.** **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 three months ended March 31, 2026 and 2025, no single customer represented 10% or more of the Company’s total
revenue. As of March 31, 2026, one customer accounted for 17% of accounts receivable. See Note 16. As of December 31, 2025, no single
customer represented 10% or more of the total accounts receivable.

21

Rumble Inc.

Notes to the Condensed Consolidated Interim
Financial Statements

(Expressed in
U.S. Dollars)

(Unaudited)

For the three months ended March 31, 2026 and 2025

**16.** **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 $99,828 and $136,009 on behalf of these key management personnel during the three
months ended March 31, 2026 and 2025, respectively. These amounts are recoverable from the individuals upon their receipt of a corresponding
refund from the applicable tax authority. As of March 31, 2026 and December 31, 2025, accounts receivable from key management personnel
were $1,730,719 and $1,630,891, respectively.

As discussed in Note 13, 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 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 recognized
revenue of $1,223,289 and $nil for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the Company had
accounts receivable from Tether of $2,115,483 and deferred revenue of $892,194. As of December 31, 2025, there were no accounts receivable
or deferred revenue balances related to Tether.

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 $928,368 and $736,530 during the three months ended March 31, 2026 and 2025, respectively. Accounts
payable and accrued liabilities for personnel services were $295,905 and $300,694 as of March 31, 2026 and December 31, 2025, respectively.

22

Rumble Inc.

Notes to the Condensed Consolidated Interim
Financial Statements

(Expressed in
U.S. Dollars)

(Unaudited)

For the three months ended March 31, 2026 and 2025

**17.** **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:

| Line item | Three months ended March 31 / 2026 | Three months ended March 31 / 2025 |
| --- | --- | --- |
| Revenues | $25,459,796 | $23,706,790 |
| Expenses |  |  |
| Programming and content | $22,512,155 | $24,752,654 |
| Other cost of services | 4,485,028 | 5,283,520 |
| General and administrative | 10,396,560 | 16,633,723 |
| Research and development | 5,739,914 | 4,789,111 |
| Sales and marketing | 8,532,481 | 3,638,926 |
| Acquisition-related transaction costs | 4,847,007 | - |
| Amortization and depreciation | 3,977,870 | 3,292,709 |
| Changes in fair value of digital assets | 4,065,603 | 1,699,416 |
| Total expenses | 64,556,618 | 60,090,059 |
| Loss from operations | (39,096,822) | (36,383,269) |
| Interest income | 1,885,443 | 2,184,286 |
| Other expense | (36,386) | (24,604) |
| Changes in fair value of warrant liability | 7,000,386 | 21,904,704 |
| Changes in fair value of derivative | - | 9,700,000 |
| Loss before income taxes | (30,247,379) | (2,618,883) |
| Income tax expense | (22,991) | (31,310) |
| Net loss | $(30,270,370) | $(2,650,193) |

23

Rumble Inc.

Notes to the Condensed Consolidated Interim
Financial Statements

(Expressed in
U.S. Dollars)

(Unaudited)

For the three months ended March 31, 2026 and 2025

**17.** **Segment and Geographic Information (Continued)**

The following presents revenue by geographic region:

| Line item | Three months ended March 31, 2026 | Three months ended March 31, 2025 |
| --- | --- | --- |
| United States | $22,909,999 | $22,266,375 |
| Canada | 344,966 | 418,575 |
| Other | 2,204,831 | 1,021,840 |
|  | $25,459,796 | $23,706,790 |

The Company tracks assets by physical
location. Long-lived assets consists of property and equipment, net, and right-of-use assets, net, are shown below:

| Line item | As of March 31, 2026 | As of December 31, 2025 |
| --- | --- | --- |
| United States | $17,544,499 | $16,611,488 |
| Canada | 1,299,005 | 1,435,911 |
|  | $18,843,504 | $18,047,399 |

**18.** **Subsequent Events**

On April 13, 2026, the Company launched
its previously announced exchange offer to acquire all outstanding shares of Northern Data AG.

In accordance with ASC 855, the Company’s
management reviewed all material events through May 14, 2026, and there were no material subsequent events other than those disclosed above.

24

## ITEM 2. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

*The following discussion
and analysis of our financial condition and results of operations should be read in conjunction with Rumble Inc.’s (“Rumble”
or the “Company”) unaudited condensed consolidated interim financial statements and the related notes included in Item 1 of
Part I of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and related notes included in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This discussion contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or
contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “1A.
Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report
and those discussed in our other filings with the SEC. Additionally, our historical results are not necessarily indicative of the results
that may be expected in any future period. Amounts are presented in U.S. dollars.*

**Overview**

We are a high growth video
sharing and cloud services provider platform designed to help content creators manage, distribute, and monetize their content by connecting
them with brands, publishers, and directly to their subscribers and followers. Our registered office is 444 Gulf of Mexico Drive, Longboat
Key, Florida, 34228. Our shares of Class A common stock and warrants are traded on The Nasdaq Global Market (“Nasdaq”) under
the symbols “RUM” and “RUMBW”, respectively.

**Significant Events and Transactions**

On February 7, 2025, Tether,
the largest company in the digital assets industry and the most widely used dollar stablecoin across the world, purchased 103,333,333
shares of Class A Common Stock at a price per share of $7.50, totaling $775 million in gross proceeds to Rumble. As part of the closing
of the transaction, the Company completed a tender offer to purchase 70,000,000 shares of its Class A Common Stock at a price of $7.50
per share for a total of $525 million, excluding fees and expenses related to the tender offer.

On November 10, 2025, the
Company entered into the ND Business Combination Agreement. Subject to the satisfaction or waiver of the terms and conditions of the ND
Business Combination Agreement, the Company will submit the Exchange Offer to all shareholders of Northern Data to acquire each Northern
Data Share in exchange for certain shares of Class A Common Stock. Each Northern Data Share that is validly tendered and accepted for
exchange will be exchanged for 2.0281 newly issued shares of our Class A Common Stock (with customary settlement mechanisms for fractional
shares), subject to the satisfaction or waiver of the conditions to the Exchange Offer.

Tether, along with an affiliate
of Northern Data’s current co-CEO (Aroosh Thillainathan) and another significant shareholder, collectively holding Northern Data
shares representing approximately 72% of the outstanding Northern Data Shares, have entered into the Transaction Support Agreements pursuant
to which they will exchange their Northern Data Shares at the same Exchange Ratio contemporaneously with the closing of the Exchange Offer.

On April 13, 2026, the launch
of the Exchange Offer occurred, and the ND Business Combination is expected to close in the second quarter of 2026, subject to satisfaction
of closing conditions and regulatory approvals.

Additionally, the Company
has entered into a significant agreement with Tether, which includes an initial commitment by Tether to purchase up to $150 million of
GPU services over a two-year period following the closing of the ND Business Combination.

The Company also announced
a $100 million advertising commitment from Tether, representing $50 million per year over a two-year period beginning in 2026. This commitment
is not contingent upon the completion of the ND Business Combination.

25

**Revenues**

We generate revenues from
Audience Monetization and Other Initiatives.

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; pay-per-view; and fees from tipping and platform hosting
fees. Advertising fees are generated by delivering digital video and display advertisements as well as cost-per-message-read advertisements.

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.

Refer to Note 2, Summary
of Significant Accounting Policies, to the Company’s annual consolidated financial statements for the year ended December 31, 2025
(the “Annual Financial Statements”)

**Expenses**

Expenses primarily include
cost of services, general and administrative, research and development, sales and marketing, acquisition-related transaction costs, amortization
and depreciation, and change in fair value of digital assets. The most significant components of our expenses on an ongoing basis are
programming and content, service provider costs, and staffing-related costs.

We expect to continue to invest
substantial resources to support our growth and anticipate that each of the following categories of expenses will increase in absolute
dollar amounts for the foreseeable future.

*Cost of Services (Exclusive of Amortization
and Depreciation)*

Cost of services consists
of costs related to obtaining, supporting and hosting the Company’s product offerings. These costs primarily include:

- Programming and content costs related to compensation to content providers, including share-based compensation, from whom video and other content are licensed. These costs are paid to these providers based on revenues generated or in fixed amounts. In certain circumstances, we incur additional costs related to incentivizing top content creators to promote and join our platform; and
- Other cost of services, such as third-party service provider costs, including data center and networking costs, as well as payment processing fees and costs paid to publishers.

*General and Administrative Expenses*

General and administrative
expenses consist primarily of payroll and related expenses, which include bonuses and share-based compensation for our executives and
certain other employees. General and administrative expenses also include legal and professional fees, business insurance costs, operating
lease costs and other costs. As a public company, we expect to continue to incur material costs related to compliance with applicable
laws and regulations, including audit and accounting fees, legal, insurance, investor relations and other costs.

*Research and Development Expenses*

Research and development expenses
consist primarily of payroll and related expenses, which include bonuses and share-based compensation for our employees on our engineering
and development teams. Research and development expenses also include consultant fees related to our development activities to originate,
develop and enhance our platforms.

26

*Sales and Marketing Expenses*

Sales and marketing expenses
consist primarily of payroll and related expenses, which include bonuses and share-based compensation for our employees associated with
our sales and marketing functions. Sales and marketing expenses also include consultant fees and direct marketing costs related to the
promotion of our platforms and solutions. We expect our sales and marketing expenses to increase over time as we promote our platform
and brand, increase marketing activities, and grow domestic and international operations.

*Acquisition-Related Transaction Costs*

Acquisition-related transaction
costs consist of professional fees and other expenses incurred in connection with acquisition-related initiatives.

*Amortization and Depreciation*

Amortization and depreciation
represent the recognition of costs of assets used in operations, including property and equipment and intangible assets, over their estimated
service lives.

*Change in Fair Value of Digital Assets*

Changes in fair value of digital
assets reflect gains or losses arising from the remeasurement of our bitcoin investment.

**Non-Operating Income and Other Items**

*Interest Income*

Interest income consists of
interest earned on our cash and cash equivalents. We invest in highly liquid securities such as money market funds, treasury bills and
term deposits.

*Other Income (Expense)*

Other income (expense) consists
of miscellaneous income earned and expenses incurred outside of the normal course of business as well as foreign exchange gains and losses
on transactions denominated in currencies other than the U.S. dollar.

*Change in Fair Value of Warrant Liability*

We account for our outstanding
warrants in accordance with ASC 815-40, under which the warrants issued in connection with the CF Business Combination do not meet the
criteria for equity classification, and must be recorded as liabilities. As these warrants meet the definition of a liability under ASC
815, they are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, with any subsequent
changes in fair value recognized in the consolidated statement of operations in the applicable period of change.

*Change in Fair Value of Derivative*

The forward purchase contracts
in connection with the Tether transaction do not meet the criteria for equity classification, and must be recorded as a liability in accordance
with guidance contained in ASC 815-40, Derivatives and Hedging Contracts in Entity’s Own Equity (“ASC 815-40”). Because
the derivative meets the definition of a liability under ASC 815, Derivatives and Hedging (“ASC 815”), it is measured at fair
value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement (“ASC 820”),
with any subsequent changes in fair value recognized in the consolidated statement of operations in the applicable period of change.

27

*Income Tax (Expense) Benefit*

Income tax (expense) benefit
consists of the estimated federal, state, and foreign income taxes incurred in the U.S. and other jurisdictions in which we operate.

**Key Business Metrics**

To analyze our business performance,
determine financial forecasts and help develop long-term strategic plans, we review the key business metrics described below.

*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 (“MAUs (GA4)”) in
subsequent periods.

MAUs (GA4) 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. Connected TV users were not counted within MAUs within MAUs (UA) for periods prior to July 1, 2023, and we believe
the number of such users was immaterial in those prior periods. We also believe that fewer than 1 million MAUs in the current period are
from connected TV, making them similarly immaterial. Google’s parameters for measuring “active users” appear to exclude
many, but not all, users who access content on Rumble through “embedded” videos on domains other than rumble.com, and we are
unable to determine the exact number of users who access “embedded” content within our total number of MAUs. In addition,
MAUs (GA4) may rely on statistical sampling and may be based on estimates of data that Google is missing “due to factors such as
cookie consent.”

As with our earlier MAU reporting,
there is a potential for minor overlap in the resulting data due to users who access Rumble’s content through the web, our mobile
apps, and connected TVs in a given measurement period; however, given that we believe this minor overlap to be immaterial, we do not separately
track or report “unique users” as distinct from MAUs. Our reported MAUs have not historically included users of Locals, however,
starting in mid-May 2024, Locals users began using Rumble’s single sign-on technology to access their account, which we expect will
reduce the number of Locals users not included in our Rumble MAU reporting. We also do not separately report the number of users who register
for accounts in any given period, which is different from MAUs.

Like many other major online
platforms, we rely on significant paid advertising in order to attract users to our platform; however, we cannot be certain that all or
substantially all activity that results from such advertising is genuine. Spam activity, including inauthentic and fraudulent user activity,
if undetected, may contribute to some amount of overstatement of our performance indicators, including reporting of MAUs by Google. We
continually seek to improve our ability to estimate the total number of spam-generated users, and we eliminate material activity that
is substantially likely to be spam from the calculation of our MAUs. We will not, however, succeed in identifying and removing all spam.

28

MAUs (GA4) were 56 million
on average in the first quarter of 2026, an increase of 8% from the fourth quarter of 2025. We believe that the increase is driven by
investment in Rumble Shorts and international expansion.

*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.

ARPU was $0.40 in the first
quarter of 2026, a decrease of 13% from the fourth quarter of 2025. The decrease from the fourth quarter is reflecting MAUs growing more
rapidly than revenue, partially reflecting MAU growth from Rumble Shorts, which is currently not monetized.

We regularly review, have
adjusted in the past, and may in the future adjust our processes for calculating our key business metrics to improve their accuracy, including
through the application of new data or technologies or product changes that may allow us to identify previously undetected spam activity.
As a result of such adjustments, our key business metrics may not be comparable period-over-period.

29

**Results of Operations**

The following table sets forth
our unaudited condensed consolidated interim statements of operations for the three months ended March 31, 2026 and 2025 and the
dollar and percentage change between the two periods:

| For the three months ended March 31, | 2026 | 2025 | $ Change | % Change |
| --- | --- | --- | --- | --- |
| Revenues | $25,459,796 | $23,706,790 | $1,753,006 | 7% |
| Expenses |  |  |  |  |
| Cost of services (content, hosting and other) | $26,997,183 | $30,036,174 | $(3,038,991) | (10 |
| General and administrative | 10,396,560 | 16,633,723 | (6,237,163) | (37 |
| Research and development | 5,739,914 | 4,789,111 | 950,803 | 20% |
| Sales and marketing | 8,532,481 | 3,638,926 | 4,893,555 | 134% |
| Acquisition-related transaction costs | 4,847,007 | - | 4,847,007 | *NM |
| Amortization and depreciation | 3,977,870 | 3,292,709 | 685,161 | 21% |
| Change in fair value of digital assets | 4,065,603 | 1,699,416 | 2,366,187 | 139% |
| Total expenses | 64,556,618 | 60,090,059 | 4,466,559 | 7% |
| Loss from operations | (39,096,822) | (36,383,269) | (2,713,553) | 7% |
| Interest income | 1,885,443 | 2,184,286 | (298,843) | (14 |
| Other expense | (36,386) | (24,604) | (11,782) | 48% |
| Change in fair value of warrant liability | 7,000,386 | 21,904,704 | (14,904,318) | (68 |
| Change in fair value of derivative | - | 9,700,000 | (9,700,000) | (100 |
| Loss before income taxes | (30,247,379) | (2,618,883) | (27,628,496) | 1,055% |
| Income tax expense | (22,991) | (31,310) | 8,319 | (27 |
| Net loss | $(30,270,370) | $(2,650,193) | $(27,620,177) | 1,042% |

\* NM- Percentage change not meaningful.

*Revenues*

Revenues increased by $1.8
million to $25.5 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, of which $2.6 million
was attributable to an increase in Audience Monetization revenues, offset by a $0.8 million decrease in Other Initiatives revenues. The
increase in Audience Monetization revenues was driven by $1.2 million in higher subscription revenue, $1.1 million from advertising revenue,
and $0.3 million from licensing and tipping fees. The decrease in Other Initiatives revenue was due to a $1.0 million reduction in advertising
inventory being monetized by our publisher network, offset by $0.2 million in higher cloud services offered.

*Cost of Services*

Cost of services decreased
by $3.0 million to $27.0 million in the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease
was due to a reduction in programming and content costs of $2.3 million as well as a decrease in other cost of services of $0.7 million.

30

*General and Administrative Expenses*

General and administrative
expenses decreased by $6.2 million to $10.4 million in the three months ended March 31, 2026 compared to the three months ended March
31, 2025. The decrease was primarily driven by a $6.7 million reduction in payroll and related expenses and a $0.4 million reduction in
professional fees, partially offset by a $0.9 million increase in other administrative expenses. The decrease in payroll and related expense
is attributable to the absence of prior-year one-time items, including a one-time $4.8 million increase in compensation costs related
to the departures of an executive and a director; a one-time $2.3 million increase in payroll taxes associated with stock options exercised
related to the tender offer in the first quarter of 2025 stemming from the strategic investment from Tether; offset by a $1.7 million
decrease in share-based compensation in the first quarter of 2025 related to contingent shares issued in connection with the Callin acquisition.
The remaining variance is attributable to lower other payroll and related expenses.

*Research and Development Expenses*

Research and development expenses
increased by $1.0 million to $5.7 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
The increase was due to an increase in payroll and related expenses of $0.6 million and higher costs associated with computer software,
hardware, and other expenditures used in research and development-related activities of $0.4 million.

*Sales and Marketing Expenses*

Sales and marketing expenses
increased by $4.9 million to $8.5 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
The increase was attributable to higher marketing and public relations spend of $3.8 million, increased payroll and related expenses of
$0.8 million, and higher consulting costs of $0.3 million.

*Acquisition-Related Transaction Costs*

Acquisition-related transaction
costs increased by $4.8 million to $4.8 million in the three months ended March 31, 2026 compared to the three months ended March 31,
2025. The increase was driven by professional fees and other expenses incurred in connection with acquisition-related initiatives.

*Amortization and Depreciation*

Amortization and depreciation
increased by $0.7 million to $4.0 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
The increase was due to an increase of $0.6 million from depreciation on our property and equipment as we continue to build out our infrastructure,
as well as an increase in amortization from intangible assets of $0.1 million.

*Change in Fair Value of Digital Assets*

Change in fair value of digital
assets expense increased by $2.4 million to $4.1 million for the three months ended March 31, 2026 compared to the three months ended
March 31, 2025. The change in fair value of digital assets reflects the remeasurement of our bitcoin investment to its fair value at each
reporting period.

*Interest Income*

Interest income decreased
by $0.3 million to $1.9 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease
was due to the Company’s investment in market funds, treasury bills, and term deposits.

*Other Expense*

Other expense increased
by $11.8 thousand to $36.3 thousand for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease
was driven by lower foreign currency rate fluctuation as we maintained the majority of our cash balance in U.S. dollars, which is our
functional currency, as of March 31, 2025.

31

*Change in Fair Value of Warrant Liability*

Change in fair value of warrant
liability decreased by $14.9 million, resulting in a gain of $7.0 million in the three months ended March 31, 2026. The warrant liability
arose in connection with the warrants offered as part of the CF Business Combination. As these warrants meet the classification of a financial
liability in accordance with ASC 815-40, the related warrant liability is measured at its fair value, and determined in accordance with
ASC 820, at each reporting period. The fair value of this warrant liability was measured using the fair value of the Company’s warrants
listed on the Nasdaq. The decrease in the change in fair value of warrant liability was directly attributable to changes in the trading
price of Rumble’s warrants.

*Change in Fair Value of Derivative*

Change in fair value of derivative
decreased by $9.7 million to $nil in the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The derivative
arose in connection with the forward purchase contracts related to the Tether transaction. As the forward purchase contracts meet the
classification of a financial liability in accordance with ASC 815-40, the related derivative is measured at its fair value, determined
in accordance with ASC 820, at each reporting period. The fair value of this forward purchase contract was measured using a Monte Carlo
simulation methodology that includes simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model. The
decrease relates to the revaluation of the forward purchase contracts in connection with the Tether transaction.

*Income Tax Expense*

Income tax expense decreased
by $8.3 thousand to $23.0 thousand in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

**Liquidity and Capital Resources**

Our principal sources of liquidity
are cash generated from operating activities and funds previously raised. The primary short-term requirements for liquidity and capital
are to fund general working capital and capital expenditures.

As of March 31, 2026, our
cash and cash equivalents balance was $219.0 million. Cash and cash equivalents consist of cash on deposit with banks and amounts held
in money market funds, treasury bills, and term deposits.

As of March 31, 2026, our
digital asset holdings were valued at $14.4 million and consisted of 210.82 bitcoin. Our corporate treasury diversification strategy of
allocating a portion of the Company’s excess cash reserves to bitcoin emphasizes our belief in bitcoin as a valuable tool for strategic
planning and is designed to accelerate the Company’s expansion into cryptocurrency.

As we have consistently stated,
we are using a substantial portion of funds to acquire content by providing economic incentives to a small number of content creators,
including sports leagues. As of March 31, 2026, we had entered into programming and content agreements with a minimum contractual cash
commitment of $40.2 million. A significant amount of these minimum contractual cash commitments will be paid over 12 to 36 months, commencing
in 2026.

32

The following table presents
a summary of the condensed consolidated interim statement of cash flows for the three months ended March 31, 2026 and 2025:

| Net cash provided by (used in): | Three months ended March 31, 2026 | Three months ended March 31, 2025 | $ Change |
| --- | --- | --- | --- |
| Operating activities | $(16,607,630) | $(14,492,109) | $(2,115,521) |
| Investing activities | (2,269,784) | (19,846,379) | 17,576,595 |
| Financing activities | 463 | 221,607,754 | (221,607,291) |

*Operating Activities*

Net cash used in operating
activities for the three months ended March 31, 2026 consisted of net loss adjusted for certain non-cash items, including $7.0 million
gain on the changes in fair value of warrants, partially offset by $5.2 million in changes in share-based compensation, $4.0 million in
changes in amortization and depreciation, $4.1 million loss in the changes in fair value of digital assets, and $1.0 million in changes
in net trade and barter revenue and expense, as well as changes in operating assets and liabilities. The decrease in net cash used in
operating activities during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was due to changes
in net loss adjusted for certain non-cash items, offset in part by changes in operating assets and liabilities.

*Investing Activities*

Net cash used in investing
activities for the three months ended March 31, 2026 consisted of $2.3 million in purchases of property, equipment and intellectual property.
The decrease in net cash used in investing activities during the three months ended March 31, 2026 compared to the three months ended
March 31, 2025 was due to a reduction in the purchase of digital assets, offset by an increase in purchases of property, equipment, and
intangible assets.

*Financing Activities*

Net cash provided by financing
activities for the three months ended March 31, 2026 consisted of proceeds related to the warrants and stock options exercised. The decrease
in net cash used in financing activities during the three months ended March 31, 2026 compared to the three months ended March 31, 2025
was due to the absence of significant prior-year financing transactions, including the issuance of $775 million in shares of Class A Common
Stock and the corresponding $525 million share repurchase completed in connection with the tender offer related to the strategic investment
from Tether, as well as $1.0 million of net proceeds from stock options exercised.

**Summary of Quarterly Results**

Information for the most recent quarters presented
are as follows:

| Line item | Mar 31, 2026 | Dec 31, 2025 | Sep 30, 2025 | Jun 30, 2025 |
| --- | --- | --- | --- | --- |
| Total revenue | $25,459,796 | $27,068,454 | $24,762,445 | $25,084,631 |
| Net loss | $(30,270,370) | $(32,693,477) | $(16,261,762) | $(30,224,930) |

| Line item | Mar 31, 2025 | Dec 31, 2024 | Sep 30, 2024 | Jun 30, 2024 |
| --- | --- | --- | --- | --- |
| Total revenue | $23,706,790 | $30,228,287 | $25,056,904 | $22,469,543 |
| Net loss | $(2,650,193) | $(236,752,626) | $(31,539,413) | $(26,780,700) |

**Non-U.S. GAAP Financial Measures**

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

33

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. The following table presents a reconciliation of net income (loss), the most
directly comparable financial measure calculated and presented in accordance with U.S. GAAP, to Adjusted EBITDA:

**Reconciliation of Adjusted EBITDA**

| For the three months ended March 31, | 2026 | 2025 |
| --- | --- | --- |
| Net loss | $(30,270,370) | $(2,650,193) |
| Adjustments: |  |  |
| Amortization and depreciation | 3,977,870 | 3,292,709 |
| Share-based compensation expense | 5,234,117 | 8,684,803 |
| Interest income | (1,885,443) | (2,184,286) |
| Other expense | 36,386 | 24,604 |
| Income tax expense (benefit) | 22,991 | 31,310 |
| Change in fair value of warrants liability | (7,000,386) | (21,904,704) |
| Change in fair value of derivative | - | (9,700,000) |
| Change in fair value of digital assets | 4,065,603 | 1,699,416 |
| Acquisition-related transaction costs | 4,847,007 | - |
| Adjusted EBITDA | $(20,972,225) | $(22,706,341) |

**Critical Accounting Policies and Estimates**

We prepare our unaudited condensed
consolidated interim financial statements in accordance with accounting principles generally accepted in the United States of America.
The preparation of the unaudited condensed consolidated interim financial statements also requires us to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We evaluate our estimates
on a continuous basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable
under the circumstances. Actual results could differ significantly from the estimates made by our management. To the extent that there
are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of
operations and cash flows will be affected.

We believe that the following
key accounting policies require significant judgments and estimates used in the preparation of our unaudited condensed consolidated interim
financial statements. Critical accounting policies and estimates are those that we consider the most important to the portrayal of our
financial condition and results of operations because they require our most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effects of matters that are inherently uncertain. Accordingly, we believe that these are the most
critical to aid in fully understanding and evaluating our financial condition and results of operations.

For further information on
the summary of significant accounting policies and the effect on our unaudited condensed consolidated interim financial statements, see
Note 2, Summary of Significant Accounting Policies, to the Annual Financial Statements.

34

***Share-based Compensation***

The Company issues equity
awards such as stock options and restricted stock units to certain of its employees, directors, officers and consultants. We account for
equity awards by recognizing the fair value of share-based compensation expense on a straight-line basis over the service period of the
award.

For equity awards with a service
condition, the fair value is estimated on the grant date using the Black-Scholes option pricing model, which takes into account the following
inputs: stock price, expected term, volatility, and risk-free interest rate.

For equity awards with a market
condition, the fair value is estimated on the grant date using a Monte Carlo simulation methodology that includes simulating the stock
price using a risk-neutral Geometric Brownian Motion-based pricing model. Changes in the estimated inputs or using other option valuation
methods may result in materially different option values and share-based compensation expense.

For equity awards with a
performance condition, the Company assesses the likelihood of the performance condition underlying an award being met and recognizes a
share-based compensation expense associated with that award only if it is probable the performance condition will be met. Where the performance
condition underlying an award is a change in control, the Company considers the performance condition to be probable only when it occurs.

***Income Taxes***

The Company is subject to
income taxes in the United States and other foreign jurisdictions. Significant judgment is required in determining our provision for income
taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex
tax laws.

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 income tax positions. 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.

***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. The trade and barter expense is recorded in sales and marketing
expense in the consolidated statement of operations.  

**New Accounting Pronouncements**

See Note 2, Summary of
Significant Accounting Policies, to our Annual Financial Statements for the years ended December 31, 2025 and 2024.

35

**JOBS Act Accounting Election**

We are an emerging growth
company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards
until such time as those standards apply to private companies. We intend to elect to adopt new or revised accounting standards under private
company adoption timelines. Accordingly, the timing of our adoption of new or revised accounting standards will not be the same as other
public companies that are not emerging growth companies or that have opted out of using such extended transition period and our financial
statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

## ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK**

We are exposed to certain
market risks as part of our ongoing business operations.

*Credit and Concentration Risk*

We are exposed to credit
risk on our cash, cash equivalents, and accounts receivable. We place cash and cash equivalents with financial institutions with high
credit standing, and we place excess cash in money market funds, treasury bills, and term deposits. We are exposed to credit risk on our
accounts receivable in the event of default by a customer. We bill our customers under customary payment terms and review customers for
their creditworthiness. The term between invoicing and payment due date is not significant. No single customer represented 10% or more
of the total revenue for the three months ended March 31, 2026 and 2025. As of March 31, 2026, one customer accounted for 17% of accounts
receivable. As of December 31, 2025, no single customer represented 10% or more of the total accounts receivable.

*Interest Rate Risk*

We are exposed to interest
rate risk on our cash and cash equivalents. As of March 31, 2026, we had cash and cash equivalents of $219.0 million, consisting of investments
in money market funds, treasury bills, and term deposits for which the fair market value would be affected by changes in the general level
of interest rates. However, due to the short-term maturities and the low-risk profile of our investments, an immediate 10% change in interest
rates would not have a material effect on the fair market value of our cash, cash equivalents and marketable securities.

## Item 4. Control and Procedures

**ITEM 4. CONTROLS AND PROCEDURES**

*Evaluation of Disclosure Controls and Procedures*

Our management, with the
participation of our principal executive officer and principal financial officer, have reviewed and evaluated the effectiveness of our
disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report. Based on this review and evaluation,
our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures
were effective to ensure that information required by us in reports that we file or submit under the Exchange Act is (i) recorded, processed,
summarized, and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to management,
including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required
disclosure.

*Changes in Internal Controls over Financial
Reporting*

There were no changes in our internal control over financial reporting
during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting

36

**PART II - OTHER INFORMATION**

## ITEM 1. LEGAL PROCEEDINGS.

We are, and from time to
time may become, involved in various legal proceedings arising in the normal course of our business activities, such as copyright infringement
and tort claims arising from user-uploaded content, patent infringement claims, breach of contract claims, government demands, putative
class actions based upon consumer protection or privacy laws and other matters. The amounts that may be recovered in such matters may
be subject to insurance coverage.

*Proceedings as Plaintiff*

In January 2021, we filed
an antitrust lawsuit against Google in the U.S. District Court for the Northern District of California, alleging that Google unlawfully
gives an advantage to its YouTube platform over Rumble in search engine results and in the mobile phone market. The lawsuit seeks compensatory
damages and injunctive relief. In June 2021, Google filed a partial motion to dismiss the lawsuit and a motion to strike; in July 2022,
the court denied Google’s motion. Discovery has concluded, and the court heard argument on Google’s motion for summary judgment
in February 2025. The trial was scheduled for July 7, 2025. On May 21, 2025, the court granted Google’s motion for summary judgment
on statute of limitations grounds and dismissed the case. The Company filed a notice of appeal to the U.S. Court of Appeals for the Ninth
Circuit. In addition, the Company filed a notice of motion for an indicative ruling on a request for recusal and reassignment on the
grounds that the District Court’s impartiality might reasonably be questioned in light of newly discovered facts. The District
Court deferred to rule on that motion, leaving it to the Ninth Circuit Court of Appeals to render its determination. A determination
has not yet been rendered.

In May 2024, we filed a second
antitrust lawsuit against Google in the U.S. District Court for the Northern District of California related to Google’s monopolization
of the online advertising market. This lawsuit is separate and distinct from the self-preferencing lawsuit filed in January 2021. The
lawsuit seeks compensatory damages and injunctive relief. In August 2024, we filed an amended complaint, and in September 2024, Google
filed a motion to dismiss. In December 2024, the U.S. Judicial Panel on Multidistrict Litigation (JPML) transferred the case to the existing
proceeding, In re: Google Digital Advertising Antitrust Litigation (JPML No. 3010). After common questions of fact are resolved in the
Multidistrict Litigation proceeding, this case would be transferred back to the Northern District of California for trial. A second amended
complaint was filed in April 2025. Google sought leave to file a motion to dismiss, which motion was filed on August 1, 2025. The Company’s
response to such motion to dismiss was filed on October 3, 2025. In January 2026, the Court granted in part and denied in part Google’s
motion. The Company’s third amended complaint was filed on March 3, 2026. The case is ongoing.

Along with co-plaintiff Eugene
Volokh, in December 2022, we filed a lawsuit in the U.S. District Court for the Southern District of New York to block the enforcement
of New York State’s Social Media Law. In February 2023, the court granted our motion for a preliminary injunction, halting enforcement
of the law. The New York Attorney General appealed that decision to the U.S. Court of Appeals for the Second Circuit. In its decision,
the court certified certain questions regarding the interpretation of the law to the New York Court of Appeals. The Company’s brief
was filed with the State of New York Court of Appeals on February 4, 2026. The case is ongoing and the injunction remains in place while
the state court reviews.

In November 2024, we filed
a lawsuit against the California Attorney General and Secretary of State in the U.S. District Court for the Eastern District of California
to enjoin the enforcement of AB 2655, a recently enacted state law regulating online platforms. The law would require online platforms
to receive reports about posts related to elections, public officials, and candidates for office that are deemed “materially deceptive,”
then remove or label the content. Our lawsuit was consolidated with similar lawsuits filed by other affected online platforms and content
creators, and the state of California has agreed to enjoin the enforcement of the law during the initial phases of the litigation. The
plaintiffs’ summary judgment motions were filed on March 7, 2025. A further stay of enforcement was issued by the court through
October 25, 2025. The summary judgment hearing took place on August 5, 2025. The judge granted our summary judgment motion from the bench.
He ruled that Section 230 preempted all of AB 2655 and subsequently issued a permanent injunction against the enforcement of AB2655.
The state of California filed its appeal brief on January 12, 2026, to which the Company filed its response on March 11, 2026. The case
is ongoing.

37

In February 2025, Rumble
filed a complaint and a request for a Temporary Restraining Order (“TRO”) in the U.S. District Court for the Middle District
of Florida against Brazilian Supreme Court Justice Alexandre de Moraes related to content blocking orders issued by him against Rumble.
The court denied, without prejudice, Rumble’s motion for a TRO on the grounds that the matter was not ripe for judicial review.
The court noted that Justice Moraes’s pronouncements and directives had not been properly served on Rumble, that Rumble was not
obligated to comply with such pronouncements and directives, and that no U.S. entity was required to enforce them. We filed an amended
complaint on June 6, 2025 and a motion for alternative service on February 2, 2026. The case is ongoing.

In April 2025, along with
Rebel News, we filed a lawsuit in the Ontario Superior Court of Justice against Canada, Canada Lands Company, and others alleging that
the defendants tried to block two lawful and peaceful public gatherings celebrating free speech in the Toronto area in 2024. Certain
parties have been removed from the action. The case is ongoing.

*Proceedings as Defendant*

In January 2022, we received
notification of a lawsuit filed by Kosmayer Investment Inc. (“KII”) against Rumble and Mr. Pavlovski in the Ontario Superior
Court of Justice, alleging fraudulent misrepresentation in connection with KII’s decision to redeem its shares of Rumble in August
2020. KII is seeking rescission of such redemption such that, following such rescission, KII would own 20% of the issued and outstanding
shares of Rumble or, in the alternative, damages for the lost value of the redeemed shares, which KII has alleged to be worth $419.0
million (based on the value ascribed to the shares of Rumble in the Business Combination), together with other damages including punitive
damages and costs. The case is currently in discovery. A mediation session was held in April 2025. No settlement was reached. The case
is ongoing.

In October 2024, plaintiff
David Stebbins filed a lawsuit in the U.S. District Court for the District of Delaware naming Rumble Inc. and an unaffiliated entity
doing business as “The Specter Report” as defendants. Mr. Stebbins, who is not represented by counsel, alleges six counts
of copyright infringement and one count of slander and seeks injunctive relief and $900,000 in damages from Rumble. We were never formally
served with the lawsuit. The court dismissed the case against the Company in May 2025. The plaintiff has since petitioned the court to
reopen the case against the Company.

In June 2025, we were served
with a lawsuit from an individual named Michael Goldstein, alleging that the Company violated the California Invasion of Privacy Act
by improperly disclosing personally identifiable information by way of the Facebook Pixel. The case was brought in a California state
court. The case was removed to federal court in the U.S. District Court for the Central District of California. The Company filed a motion
to dismiss on August 18, 2025, which the Court granted, with leave to amend. On December 5, 2025, the Plaintiff filed his amended complaint
and the Company filed its Motion to Dismiss on January 26, 2026. A hearing took place on April 20, 2026, pursuant to which the motion
was denied. The Company’s answer is due May 22, 2026.

As to each of the above lawsuits,
the Company believes it has meritorious defenses to the claims asserted and intends to defend itself vigorously. However, litigation
is inherently unpredictable, and we cannot predict the outcome of these matters. At this time, we cannot reasonably estimate the possible
loss or range of loss, if any, and accordingly no liability has been recorded.

38

## ITEM 1A. RISK FACTORS.

There have been no material
changes to the risk factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2025. You should carefully consider the risks, uncertainties and cautionary statements described therein, together with
the other disclosures in this Quarterly Report on Form 10-Q and in our other public filings with the SEC. Any such risks and uncertainties,
as well as risks and uncertainties not currently known to us or that we currently deem to be immaterial, may materially adversely affect
our business, financial condition and operating results.

## ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS.**

None.

## Item 3.
Defaults Upon Senior Securities.**

Not applicable.

## Item 4.
Mine Safety DisclosureS.**

Not applicable.

## Item 5.
Other Information.**

During the quarter ended
March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule-10b5-1
trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation
S-K).

39

## ITEM 6. EXHIBITS.

The following exhibits are
filed as part of, or incorporated by reference into, this Quarterly Report.

| Exhibit No. | Description |
| --- | --- |
| 10.1 | Employment Agreement, dated March 26, 2026, by and between Rumble Inc. and Mike Masci (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 26, 2026). |
| 10.2 | Restricted Stock Unit Award Agreement in respect of the Rumble Inc. 2022 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 26, 2026). |
| 10.3 | Option Award Agreement in respect of the Rumble Inc. 2022 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 26, 2026). |
| 10.4* | Employment Agreement, dated January 26, 2026, by and between Rumble Inc. and Maurice Edelson. |
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. |
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. |
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS | Inline XBRL Instance Document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |

\* Filed herewith

40

**SIGNATURES**

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

**RUMBLE INC.**

Date: May 14, 2026 /s/ Chris Pavlovski

Name: Chris Pavlovski

Title: Chief Executive Officer and Chairman

Date: May 14, 2026 /s/ Michael Masci

Name: Michael Masci

Title: Chief Financial Officer

41