Rumble Inc SEC Filings

Rumble Inc. (RUM) reported a routine insider transaction by its Chief Financial Officer following the vesting of restricted stock units. On November 14, 2025, the company withheld 917 shares of Class A common stock at $5.64 per share to cover the CFO’s tax liability from the third vesting installment of a four-year RSU grant. After this tax withholding, the CFO beneficially owns 85,099 shares directly. The filing notes that no shares were sold as part of this transaction.

Rumble Inc. (RUM) reported an insider equity transaction by its Chief Technology Officer on a Form 4. On November 14, 2025, 917 shares of Class A common stock were withheld by the company at a price of $5.64 per share to cover taxes triggered by the vesting of restricted stock units. This was a tax withholding event, not an open-market sale, and the officer continued to beneficially own 85,009 shares after the transaction.

Rumble Inc. insider Chris Pavlovski, the company’s Chief Executive Officer, director, and 10% owner, reported a routine share withholding related to equity compensation. On November 14, 2025, the issuer withheld 3,667 shares of Class A common stock at $5.64 per share to cover tax liabilities from the vesting of restricted stock units. These units vest in four substantially equal annual installments, with the third vesting date on that day. After this tax withholding, Pavlovski directly owned 382,284 shares of Rumble Inc. common stock, and he did not sell any shares as part of this transaction.

Rumble Inc. reported an insider equity transaction involving its Chief Operating Officer. On 11/14/2025, the company withheld 917 shares of Class A common stock at a price of $5.64 per share to cover tax liabilities tied to the vesting of restricted stock units. After this tax withholding, the officer beneficially owned 85,099 shares directly. The company clarified that Mr. Hughes did not sell any shares as part of this transaction; it was solely a share withholding related to RSU vesting.

Rumble Inc. filed a Rule 425 communication outlining Tether’s agreement to lease a significant share of a 20,000+ GPU network associated with the proposed Rumble–Northern Data alliance to power AI research, creator tools, and Tether’s QVAC platform. The GPU agreement will only become effective if and when Rumble’s exchange offer for Northern Data closes.

The communication positions the combination as an “open, freedom‑first” alternative across cloud, AI, and content, pairing Rumble’s cloud platform with Northern Data’s GPU infrastructure. It also states that Tether is not a party to the Offer.

If launched, the exchange offer will be made pursuant to a Registration Statement on Form S‑4 and related information statement to be filed by Rumble with the SEC, with documents available at sec.gov. The filing includes extensive forward‑looking statement cautions and notes conditions and risks to completion, including regulatory approvals and an independent investigation by Northern Data into certain VAT tax‑related allegations.

Rumble Inc. filed an Amendment No. 1 to its Form 8-K to attach copies of agreements previously referenced. The exhibits include a Business Combination Agreement with Northern Data AG and multiple agreements with Tether Investments, S.A. de C.V., such as Transaction Support Agreements, an A&R Registration Rights Agreement, Equity Commitment Agreements, a Tether Customer Agreement, a Tether Marketing Agreement, and a Sale and Transfer and Amendment and Restatement Agreement. The company stated the original 8-K otherwise remains unchanged.

Rumble Inc. filed an 8‑K/A to provide copies of agreements referenced in its November 10, 2025 report. The amendment attaches exhibits for a Business Combination Agreement with Northern Data AG and several related agreements with Tether Investments, S.A. de C.V., ART Holding GmbH, Aroosh Thillainathan, and Apeiron Investment Group, including transaction support, equity commitment, registration rights, marketing, and sale/transfer agreements. Other than these exhibits, the original 8‑K remains unchanged.

Rumble Inc. outlined a transformative plan anchored by an exchange offer for Northern Data AG, positioning the company as an AI infrastructure player with hard assets. Management said the combination adds over 22,000 GPUs and nine data centers (four owned), expanding reach across Europe and the U.S.

Rumble also announced two commercial agreements with Tether: a $150 million GPU purchase agreement at $75 million per year for two years following closing, and a $100 million advertising commitment at $50 million per year for two years tied to the Rumble Wallet. Management indicated closing is anticipated in the first half of 2026, after which the GPU agreement would commence.

On platform developments, Rumble plans to expand the non-custodial Rumble Wallet to a larger cohort in the coming weeks and open it to the entire user base by mid-December, initially focused on tipping. As context, Rumble cited 47 million monthly active users and an advertising stack handling over a billion ad requests per day.

Rumble Inc. announced a business combination agreement with Northern Data AG, centered on a voluntary public exchange offer. Each Northern Data share tendered would be exchanged for 2.0281 Rumble Class A shares, subject to customary conditions and approvals. The offer also includes a potential cash component of up to $200 million, payable only if a specified asset sale/commercialization milestone related to Northern Data’s Corpus Christi location is achieved.

Closing conditions include BaFin’s approved prospectus remaining effective, required regulatory clearances, SEC effectiveness of a Form S‑4, NASDAQ listing of the offer shares, and no blocking orders, with a Drop Dead Date of December 31, 2026. Concurrently, Rumble signed support agreements to buy 41,887,776 Northern Data shares from Tether at the same exchange ratio, with a 9.9% voting cap managed via pre‑funded warrants and a six‑month lock‑up. Related commercial agreements contemplate up to $75 million per year in GPU services over two years and up to $50 million per year in advertising over two years. The parties also addressed Northern Data tax exposures via equity commitments of up to $200 million pre‑closing and up to $200 million for 18 months post‑closing.