RUM Group Q3 revenue hits $96.6M; loss widens to $89.9M
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
RUM Group Inc. reported Q3 2026 revenue of $96.6 million, up 290% year over year, including $68.2 million from Quake AI in its first full quarter of combined results after the Northern Data acquisition. Rumble revenue increased $3.6 million, driven by a $5.6 million increase in advertising revenue, partly offset by a $2.0 million decline in other services revenue. Non-GAAP Adjusted EBITDA was $4,409,851, compared with a loss of $15,097,494 in Q3 2025; consolidated net loss was $89,854,446, versus $16,261,762.
As of September 30, 2026, RUM Group reported total liquidity of $142.3 million. It reported 22,000 GPUs at approximately 85% utilization and forecast Q4 2026 revenue of $88 million to $94 million. For the nine months ended September 30, operating cash used was $113,828,760, compared with $41,004,032 in the prior-year period.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointQ3 revenue reached $96.6 million, up 290% year over year.
- Moderate pointAdjusted EBITDA was $4,409,851, versus a $15,097,494 loss in Q3 2025.
Negative
- Moderate pointQuarterly consolidated net loss: $89,854,446 vs. $16,261,762.
- Moderate pointNine-month operating cash used: $113,828,760 vs. $41,004,032.
Filing Explained
RUM reports a higher Class A share count and $358,837,827 in convertible notes payable at September 30, 2026.
The Form 8-K furnishes RUM Group’s third-quarter results; at
The same balance sheet lists
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
GPU cloud computing services technical
colocation services technical
well known seasoned issuer regulatory
Earnings Snapshot
$88 million to $94 million in revenue for Q4 2026.
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Global Market | ||||
| The Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 2.02. Results of Operations and Financial Condition.
On November 11, 2026, RUM Group Inc. issued a press release announcing its financial results for the quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information included in this Item 2.02, including the accompanying exhibits, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
RUM Group Social Media
Investors and others should note that we announce material financial and operational information to our investors using our investor relations website (investors.rumble.com), press releases, SEC filings and public conference calls and webcasts. We also intend to use certain social media accounts as a means of disclosing information about us and our services and to comply with our disclosure obligations under Regulation FD: the @rumblevideo X account (x.com/rumblevideo), the @rumble TRUTH Social account (truthsocial.com/@rumble), the @chrispavlovski X account (x.com/chrispavlovski), and the @chris TRUTH Social account (truthsocial.com/@chris), which Chris Pavlovski, our founder and Chief Executive Officer, also uses as a means for personal communications and observations. The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following our press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of disclosing the information described above may be updated from time to time, as listed on our investor relations website.
The information included in this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release of RUM Group Inc. dated November 11, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
-1-
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 hereunto duly authorized.
| RUM Group Inc. | ||
| Date: November 12, 2026 | By: | /s/ Michael Masci |
| Name: | Michael Masci | |
| Title: | Chief Financial Officer | |
-2-
Exhibit 99.1
RUM Group Inc. Reports Record Third Quarter 2026 Results
~ Third Quarter Revenue of $96.6 Million, Up 290% YoY ~
~ First Profitable Quarter in the Company’s History on an Adjusted EBITDA Basis ~
~ 22,000 GPUs at Utilization of Approximately 85% ~
LONGBOAT KEY, Fla., November 11, 2026 (GLOBE NEWSWIRE) – RUM Group Inc. (Nasdaq: RUM) (“RUM Group” or the “Company”), an AI infrastructure and video company on a mission to unlock the power of human imagination, today announced financial results for the fiscal quarter ended September 30, 2026.
Q3 2026 Key Highlights and Key Items
| ● | Record quarterly revenue of $96.6 million, up 139% QoQ and 290% YoY, and 3.8% above the top end of our guidance. |
| ● | Quake AI contributed $68.2 million, or more than 70% of total revenue, in its first full quarter. |
| ● | The first profitable quarter in the Company’s history on an Adjusted EBITDA basis. |
| ● | Quake AI continues to deliver strong performance and demand for its existing fleet of approximately 22,000 NVIDIA GPUs, with utilization of approximately 85% for the quarter. |
| ● | Acquired an additional 8.26 million shares of Northern Data AG (“Northern Data”), increasing ownership from 85.2% to approximately 98%. |
| ● | Commenced squeeze-out proceedings under the German Stock Corporation Act, expecting to reach 100% ownership of Northern Data in early 2027. |
| ● | Due to market conditions, a certain portion of our previously disclosed 250MW of unmonetized capacity targeted for 2027 may be pushed out beyond 2027. |
| ● | Announced a long-term distribution and content partnership with WWE to become the new home of the weekly premium program WWE Main Event. |
| ● | In the third quarter, began a cost reset in video, tied to a refocused strategy. Expecting to start seeing related savings through 2027. |
Management Commentary
Chris Pavlovski, CEO of RUM Group, commented, “Q3 was a defining quarter for RUM Group. We delivered record revenue, nearly four times last year’s, and achieved positive Adjusted EBITDA for the first time in our history. Quake AI is now the engine of our business. We have real assets running real AI workloads for real customers and generating real cash. Our 22,000-GPU estate is nearly sold out at 85% utilization. As capital becomes more selective, we believe it will flow to experienced operators with disciplined balance sheets. That is exactly where RUM Group stands, and we intend to use that position to build lasting value for our shareholders.”
Q3 Financial Summary (Unaudited)
| For the three months ended September 30, | 2026 | 2025 | Variance ($) | Variance (%) | ||||||||||||
| Revenues | $ | 96,577,752 | $ | 24,762,445 | $ | 71,815,307 | 290 | % | ||||||||
| Expenses | ||||||||||||||||
| Cost of services (content, hosting and other) | $ | 57,186,000 | $ | 25,219,331 | $ | 31,966,669 | 127 | % | ||||||||
| General and administrative | 25,926,872 | 10,492,008 | 15,434,864 | 147 | % | |||||||||||
| Research and development | 7,723,475 | 4,455,354 | 3,268,121 | 73 | % | |||||||||||
| Sales and marketing | 7,690,241 | 5,076,937 | 2,613,304 | 51 | % | |||||||||||
Revenues increased by $71.8 million to $96.6 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, reflecting higher Rumble revenues and the contribution of Quake AI. Rumble revenues increased by $3.6 million, driven by a $5.6 million increase in advertising revenue, partially offset by a $2.0 million decrease in other services revenue. The decrease in other services revenue reflected a $1.2 million decrease in subscription revenue and a $0.8 million decrease in licensing, platform hosting fees and other revenues. Quake AI contributed revenues of $68.2 million for the three months ended September 30, 2026 compared to $0 for the three months ended September 30, 2025, reflecting the inclusion of a first full quarter of combined results following the closing of the Northern Data acquisition on June 17, 2026. Quake AI revenues were generated from GPU cloud computing services, provided on a reserved or on-demand basis, as well as data center hosting and colocation services.
Cost of services increased by $32.0 million to $57.2 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was attributable to $30.0 million of Quake AI data center costs and $3.1 million of higher programming and content costs, partially offset by a $1.1 million decrease in other cost of services.
General and administrative expenses increased by $15.4 million to $25.9 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was driven by the acquisition of Northern Data, which contributed $11.0 million of payroll and related expenses and other administrative costs. Excluding Northern Data, the remaining variance reflects a $3.0 million increase in professional fees, a $0.8 million increase in payroll and related expenses and a $0.6 million increase in other administrative costs.
Research and development expenses increased by $3.3 million to $7.7 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was due to an increase in payroll and related expenses of $1.8 million, of which $0.8 million was attributable to Northern Data, and higher costs associated with computer software, hardware, and other expenditures used in research and development-related activities of $1.5 million.
Sales and marketing expenses increased by $2.6 million to $7.7 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was attributable to $2.0 million of higher payroll and related expenses, including $0.7 million from Northern Data, $0.4 million in higher marketing and public relations spending, and $0.2 million in other sales and marketing-related expenditures.
As of September 30, 2026, RUM Group had total liquidity of $142.3 million, consisting of $134.4 million in cash and cash equivalents and 94.68 Bitcoin, valued at $7.9 million.
Q4 2026 Outlook
RUM Group provides revenue outlook for the fourth quarter of 2026 of $88 million to $94 million.
SEC Filings
In light of the Company’s recent qualification as a “well known seasoned issuer” under SEC rules, the Company is converting its existing “universal” shelf registration statement, and its resale registration statement for Tether, into automatic WKSI shelf registration statements and expects to file those with the SEC this week.
Conference Call Webcast Information
The Company will host a conference call at 10:00 a.m. Eastern Time today, Wednesday, November 11, 2026, to discuss its quarterly results. Access to the live webcast and replay of the conference call will be available here and on RUM Group’s Investor Relations website at investors.rumble.com under ‘News & Events.’
About RUM Group Inc.
RUM Group Inc. is an AI infrastructure and video company. Its Quake AI business delivers AI compute as a service, operating AI data centers including GPU and CPU compute, storage, and networking at scale. Rumble, RUM Group’s video business and the original tenant of Quake AI, provides creators and enterprises a full suite of video technologies, unlocking reach, scale, and monetization. RUM Group is building the rails of the agentic-first enterprise: the AI compute, cloud infrastructure, and trust layer for the agentic AI future, advancing RUM Group’s mission to maximize the power of human imagination. For more information, visit www.rum.group.
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-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-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 GAAP. We use the non-GAAP financial measure of Adjusted EBITDA, which is defined as net income (loss) excluding interest income (expense), net, other income (expense), net, provision for income taxes, depreciation and amortization, share-based compensation expense, acquisition-related transaction costs, change in fair value of warrants, change in fair value of digital assets, and change in the fair value of derivative. The Company’s management believes that it is important to consider Adjusted EBITDA, in addition to net income (loss), as it helps identify trends in our business that could otherwise be masked by the effect of the gains and losses that are included in net income (loss) but excluded from Adjusted EBITDA.
Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There are several limitations related to the use of Adjusted EBITDA rather than net income (loss), the nearest 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 GAAP.
2
Forward-Looking Statements
Certain statements in this press release and the associated conference call constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements contained in this press release that are not historical facts are forward-looking statements and include, for example, statements regarding our expectations regarding future results and certain key performance indicators, including our fourth quarter 2026 revenue outlook and views regarding 2027 targeted capacity and annual run rate opportunity, and our ability to meet working capital needs and cash requirements over the next 12 months. Certain of these forward-looking statements can be identified by using words such as “anticipates,” “believes,” “intends,” “estimates,” “targets,” “expects,” “endeavors,” “forecasts,” “could,” “will,” “may,” “future,” “likely,” “on track to deliver,” “continues to,” “looks forward to,” “is primed to,” “plans,” “projects,” “assumes,” “should” or other similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties, and our actual results could differ materially from future results expressed or implied in these forward-looking statements. The forward-looking statements included in this release are based on our current beliefs and expectations of our management as of the date of this release. These statements are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements include risks relating to the Northern Data business, including with respect to our ability to successfully integrate the operations of the Company and Northern Data and achieve the anticipated strategic and financial benefits of the transaction; our performance under our recently announced commercial agreement with an unaffiliated U.S.-based third-party cloud customer related to our Maysville, GA site will require substantial capital investment to build and develop the data center facilities, and our inability to obtain sufficient financing on acceptable terms could materially and adversely affect our business, financial condition and results of operations; our development and construction of new data center facilities (including our Maysville, GA site) involve significant risks, including increasing political and regulatory scrutiny of data centers (including at the state, local and municipal levels), increasing public and community opposition to data center development and exposure to a highly evolving regulatory landscape, which could delay, increase the cost of, or prevent the completion of our planned projects, including under our existing customer agreements, and subject us to potential legal liabilities; our substantial indebtedness following the Northern Data business combination, and additional indebtedness we expect to incur in connection with our AI infrastructure and data center business, could adversely affect our financial condition and limit our operational flexibility; 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, including with respect to our cloud and AI infrastructure business, makes it difficult to evaluate our business and prospects; operating costs, customer loss or business disruption being greater than expected following the Northern Data business combination; the effects of the business combination, including the combined company’s future financial position, operating results and strategy; risks that the growth strategy of the combined business, including our customer agreements, may require a significant amount of debt financing, which may not be available on favorable terms, if at all, and risks relating to the ability of the combined business to service such debt obligations; we may fail to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows; risks related to disruption of management time from ongoing business operations of each of the Company and Northern Data due to the business combination; unanticipated litigation, claims or assessments, as well as the outcome or impact of any current or pending litigation, claims or assessments; potential security violations to the combined company’s, the Company’s and Northern Data’s information technology systems, any of which could be enhanced or facilitated by artificial intelligence; changes in legislation or governmental regulations affecting the combined company, the Company or Northern Data, including our data center projects, and international, national or local economic, social or political conditions or other factors such as currency exchange rates, inflation rates, recessionary or expansive trends, taxes and regulations and laws that could adversely affect the combined company, the Company, Northern Data or their respective clients; with respect to our video business, we may not grow or maintain our active user base, and may not be able to achieve or maintain profitability; with respect to our video business, 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; 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; 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, any of which could be enhanced or facilitated by artificial intelligence, 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; 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 video 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 and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business; changes to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue; 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; 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; 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 those additional risks, uncertainties and factors described in more detail under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, and in our other filings with the Securities and Exchange Commission. We do not intend, and, except as required by law, we undertake no obligation, to update any of our forward-looking statements after the issuance of this release to reflect any future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
3
RUM Group Inc. on Social Media
Investors and others should note that we announce material financial and operational information to our investors using our investor relations website (investors.rumble.com), press releases, SEC filings and public conference calls and webcasts. We also intend to use certain social media accounts as a means of disclosing information about us and our services and to comply with our disclosure obligations under Regulation FD: the @rumblevideo X account (x.com/rumblevideo), the @rumble TRUTH Social account (truthsocial.com/@rumble), the @chrispavlovski X account (x.com/chrispavlovski), and the @chris TRUTH Social account (truthsocial.com/@chris), which Chris Pavlovski, our Chairman and Chief Executive Officer, also uses as a means for personal communications and observations. The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following our press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of disclosing the information described above may be updated from time to time, as listed on our investor relations website.
For investor inquiries, please contact:
Shannon Devine
MZ Group, MZ North America
203-741-8811
investors@rumble.com
Source: RUM Group Inc.
4
Condensed Consolidated Interim Statements of Operations (Unaudited)
| Three months ended September 30 | Nine months ended September 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | 96,577,752 | $ | 24,762,445 | $ | 162,404,284 | $ | 73,553,866 | ||||||||
| Expenses | ||||||||||||||||
| Cost of services (content, hosting and other) | $ | 57,186,000 | $ | 25,219,331 | $ | 114,790,250 | $ | 81,797,812 | ||||||||
| General and administrative | 25,926,872 | 10,492,008 | 52,650,983 | 38,792,062 | ||||||||||||
| Research and development | 7,723,475 | 4,455,354 | 20,258,664 | 14,070,349 | ||||||||||||
| Sales and marketing | 7,690,241 | 5,076,937 | 26,602,057 | 16,607,389 | ||||||||||||
| Acquisition-related transaction costs | 3,545,525 | 5,236,796 | 36,707,170 | 7,624,901 | ||||||||||||
| Amortization and depreciation | 85,184,021 | 3,880,492 | 105,451,787 | 10,775,361 | ||||||||||||
| Change in fair value of digital assets | (6,038,100 | ) | (1,456,388 | ) | 463,440 | (4,949,413 | ) | |||||||||
| Total expenses | 181,218,034 | 52,904,530 | 356,924,351 | 164,718,461 | ||||||||||||
| Loss from operations | (84,640,282 | ) | (28,142,085 | ) | (194,520,067 | ) | (91,164,595 | ) | ||||||||
| Interest income (expense), net | (3,686,718 | ) | 2,896,649 | (1,058,653 | ) | 7,979,880 | ||||||||||
| Other income (expense) | (1,543,669 | ) | 46,901 | (6,898,285 | ) | (476 | ) | |||||||||
| Changes in fair value of warrant liability | 603,453 | 8,936,773 | 1,931,381 | 24,379,616 | ||||||||||||
| Changes in fair value of derivative | (1,587,289 | ) | - | (1,303,298 | ) | 9,700,000 | ||||||||||
| Loss before income taxes | (90,854,505 | ) | (16,261,762 | ) | (201,848,922 | ) | (49,105,575 | ) | ||||||||
| Income tax expense | (1,844,628 | ) | - | (2,051,768 | ) | (31,310 | ) | |||||||||
| Deferred tax benefit | 2,844,687 | - | 2,840,689 | - | ||||||||||||
| Net loss | (89,854,446 | ) | (16,261,762 | ) | (201,060,001 | ) | (49,136,885 | ) | ||||||||
| Net loss attributable to non-controlling interest | (9,938,079 | ) | - | (11,728,558 | ) | - | ||||||||||
| Net loss attributable to RUM Group Inc. | $ | (79,916,367 | ) | $ | (16,261,762 | ) | $ | (189,331,443 | ) | $ | (49,136,885 | ) | ||||
| Loss per share – basic and diluted | $ | (0.19 | ) | $ | (0.06 | ) | $ | (0.58 | ) | $ | (0.19 | ) | ||||
| Weighted-average number of common shares used in computing net loss per share - basic and diluted | 424,787,465 | 260,529,688 | 323,852,948 | 252,722,453 | ||||||||||||
| Share-based compensation expense included in expenses: | ||||||||||||||||
| Cost of services (content, hosting, and other) | $ | 1,113,422 | $ | 971,476 | $ | 4,261,326 | $ | 3,534,489 | ||||||||
| General and administrative | 3,591,268 | 3,020,892 | 9,177,133 | 12,256,088 | ||||||||||||
| Research and development | 948,308 | 909,444 | 3,157,662 | 2,450,885 | ||||||||||||
| Sales and marketing | 705,689 | 481,879 | 2,126,899 | 1,206,326 | ||||||||||||
| Total share-based compensation expense | $ | 6,358,687 | $ | 5,383,691 | $ | 18,723,020 | $ | 19,447,788 | ||||||||
5
Condensed Consolidated Interim Balance Sheets (Unaudited)
| September 30, 2026 | December 31, 2025 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 134,428,984 | $ | 237,919,453 | ||||
| Accounts receivable and other, net | 62,157,309 | 11,859,231 | ||||||
| Contingent consideration receivable | 23,827,868 | - | ||||||
| Prepaid expenses and other | 130,750,386 | 14,767,472 | ||||||
| 351,164,547 | 264,546,156 | |||||||
| Investment | 6,654,186 | - | ||||||
| Other non-current assets | 21,643,306 | 1,123,781 | ||||||
| Digital assets | 11,091,139 | 18,450,362 | ||||||
| Property and equipment, net | 899,704,119 | 16,178,941 | ||||||
| Right-of-use assets, net | 134,730,196 | 1,868,458 | ||||||
| Intangible assets, net | 161,384,758 | 24,023,709 | ||||||
| Goodwill | 413,780,068 | 10,655,391 | ||||||
| $ | 2,000,152,319 | $ | 336,846,798 | |||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 105,949,995 | $ | 27,875,120 | ||||
| Deferred revenue | 23,493,004 | 16,105,587 | ||||||
| Lease liabilities | 41,556,992 | 1,281,444 | ||||||
| 170,999,991 | 45,262,151 | |||||||
| Convertible notes payable | 358,837,827 | - | ||||||
| Lease liabilities, net of current portion | 93,100,051 | 633,128 | ||||||
| Deferred tax liability | 20,507,340 | - | ||||||
| Warrant liability | 13,677,946 | 15,609,327 | ||||||
| Other liability | 508,171 | 500,000 | ||||||
| 657,631,326 | 62,004,606 | |||||||
| Commitments and contingencies | ||||||||
| Shareholders’ equity | ||||||||
| 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, 1,400,000,000 Class A shares authorized, 276,483,827 and 215,736,576 shares issued and outstanding, as of September 30, 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 September 30, 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 September 30, 2026 and December 31, 2025, respectively) | 779,514 | 773,439 | ||||||
| Accumulated deficit | (754,727,747 | ) | (565,396,304 | ) | ||||
| Additional paid-in capital | 2,105,659,933 | 839,465,057 | ||||||
| Accumulated other comprehensive loss | (19,675,113 | ) | - | |||||
| Non-controlling interest | 10,484,406 | - | ||||||
| 1,342,520,993 | 274,842,192 | |||||||
| $ | 2,000,152,319 | $ | 336,846,798 | |||||
6
Condensed Consolidated Interim Statements of Cash Flows (Unaudited)
| For the nine months ended September 30, | 2026 | 2025 | ||||||
| Cash flows provided by (used in) | ||||||||
| Operating activities | ||||||||
| Net loss for the period | $ | (201,060,001 | ) | $ | (49,136,885 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization and depreciation | 105,451,787 | 10,775,361 | ||||||
| Share-based compensation | 18,723,020 | 19,447,788 | ||||||
| Provision for credit losses | 1,335,730 | - | ||||||
| Net trade and barter revenue and expense | (4,722,263 | ) | 1,310,795 | |||||
| Non-cash lease expense | 14,401,555 | 864,361 | ||||||
| Change in fair value of warrants | (1,931,381 | ) | (24,379,616 | ) | ||||
| Change in fair value of digital assets | 463,440 | (4,949,413 | ) | |||||
| Change in fair value of derivative | 1,303,298 | (9,700,000 | ) | |||||
| Unrealized foreign exchange gain | (5,069,741 | ) | - | |||||
| Other | 264,984 | 7,552 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (13,213,688 | ) | (2,797,197 | ) | ||||
| Prepaid expenses and other | (795,201 | ) | 6,642,470 | |||||
| Accounts payable and accrued liabilities | (6,890,592 | ) | 10,208,952 | |||||
| Deferred revenue | 1,532,504 | 1,517,588 | ||||||
| Income tax receivable | (10,516,566 | ) | - | |||||
| Deferred tax liability | (4,282,724 | ) | - | |||||
| Operating lease liabilities | (8,822,921 | ) | (815,788 | ) | ||||
| Net cash used in operating activities | (113,828,760 | ) | (41,004,032 | ) | ||||
| Investing activities | ||||||||
| Purchase of property and equipment | (75,545,353 | ) | (1,774,932 | ) | ||||
| Purchase of intangible assets | (4,211,621 | ) | (2,019,595 | ) | ||||
| Sale (purchase) of digital assets | 15,284,386 | (19,100,000 | ) | |||||
| Acquisition of Northern Data AG, net of cash acquired | 51,036,335 | - | ||||||
| Net cash used in investing activities | (13,436,253 | ) | (22,894,527 | ) | ||||
| Financing activities | ||||||||
| Proceeds from the issuance of pre-funded warrants in connection with equity commitment agreement | 36,242,537 | - | ||||||
| Taxes paid from net share settlement for share-based compensation | (1,628,105 | ) | (3,260,193 | ) | ||||
| Proceeds from exercise of warrants and stock options | 3,734,490 | 2,197,419 | ||||||
| Proceeds from issuance of Class A Common Stock under ESPP | 81,064 | 129,374 | ||||||
| Proceeds from issuance of Class A Common Stock | - | 775,000,000 | ||||||
| Repurchase of Class A Common Stock | - | (525,000,000 | ) | |||||
| Share issuance costs | (11,504,125 | ) | (29,429,791 | ) | ||||
| Net cash provided by financing activities | 26,925,861 | 219,636,809 | ||||||
| Effect of exchange rates on cash and cash equivalents | (3,151,317 | ) | - | |||||
| (Decrease) increase in cash and cash equivalents during the period | (103,490,469 | ) | 155,738,250 | |||||
| Cash and cash equivalents, beginning of period | 237,919,453 | 114,018,900 | ||||||
| Cash and cash equivalents, end of period | $ | 134,428,984 | $ | 269,757,150 | ||||
| Supplemental cash flow information: | ||||||||
| Cash paid for income taxes | $ | 3,436,388 | $ | 33,755 | ||||
| Cash paid for interest | 5,636,828 | - | ||||||
| Cash paid for lease liabilities | 12,877,408 | 805,308 | ||||||
| Non-cash investing and financing activities: | ||||||||
| Non-cash consideration related to the acquisition of Northern Data AG | 1,515,556,856 | - | ||||||
| Property and equipment in accounts payable and accrued liabilities | 1,273,629 | 2,112,958 | ||||||
| Recognition of operating right-of-use assets in exchange of operating lease liabilities, net of derecognition of terminated leases | 776,340 | 1,119,786 | ||||||
| Share-based compensation capitalized related to intangible assets | 373,343 | 398,323 | ||||||
7
Reconciliation of GAAP to Non-GAAP Financial Measures
Reconciliation of Adjusted EBITDA (Unaudited)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net loss | $ | (89,854,446 | ) | $ | (16,261,762 | ) | $ | (201,060,001 | ) | $ | (49,136,885 | ) | ||||
| Adjustments: | ||||||||||||||||
| Amortization and depreciation | 85,184,021 | 3,880,492 | 105,451,787 | 10,775,361 | ||||||||||||
| Share-based compensation expense | 6,358,687 | 5,383,691 | 18,723,020 | 19,447,788 | ||||||||||||
| Interest (income) expense, net | 3,686,718 | (2,896,649 | ) | 1,058,653 | (7,979,880 | ) | ||||||||||
| Other (income) expense | 1,543,669 | (46,901 | ) | 6,898,285 | 476 | |||||||||||
| Income tax expense | 1,844,628 | - | 2,051,768 | 31,310 | ||||||||||||
| Deferred tax benefit | (2,844,687 | ) | - | (2,840,689 | ) | - | ||||||||||
| Change in fair value of warrants liability | (603,453 | ) | (8,936,773 | ) | (1,931,381 | ) | (24,379,616 | ) | ||||||||
| Change in fair value of digital assets | (6,038,100 | ) | (1,456,388 | ) | 463,440 | (4,949,413 | ) | |||||||||
| Change in fair value of derivative | 1,587,289 | - | 1,303,298 | (9,700,000 | ) | |||||||||||
| Acquisition-related transaction costs | 3,545,525 | 5,236,796 | 36,707,170 | 7,624,901 | ||||||||||||
| Adjusted EBITDA | $ | 4,409,851 | $ | (15,097,494 | ) | $ | (33,174,650 | ) | $ | (58,265,958 | ) | |||||
8