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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): March 26, 2026
Rumble
Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-40079 |
|
80-0984597 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
444 Gulf of Mexico Dr
Longboat
Key, FL 34228
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (941) 210-0196
(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 |
| Class A common stock, par value $0.0001 per share |
|
RUM |
|
The Nasdaq Global Market |
| Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
RUMBW |
|
The Nasdaq 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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
March 26, 2026, Rumble Inc. (the “Company”) announced that it has appointed Mike Masci as its new Chief Financial Officer,
effective March 31, 2026 (the “Effective Date”), to succeed Brandon Alexandroff, who is transitioning to the role of strategic
advisor to the Chief Executive Officer.
Mr. Masci, 41, is a technology executive with deep expertise in AI
and Cloud infrastructure. His most recent role was Vice President of Product Management for the Edge Computing Group at Intel Corporation
(Nasdaq: INTC) since November 2024. In this capacity, he directed full-lifecycle product management, marketing, architecture, and P&L
for a multi-billion-dollar technology growth area centered on AI at the Edge.
Mr. Masci has held a variety of executive positions, notably serving
as Group CFO of the multi-billion-dollar Datacenter Network Platforms Group at Intel from September 2012 to January 2020 and as Vice President
of Product Management for Intel’s Network & Edge Group from January 2020 to November 2024. His background encompasses leading
product and P&L for the Datacenter Network and Edge Group at Intel, alongside extensive experience in Financial Planning and Analysis
and Mergers and Acquisitions.
Throughout his career, Mr. Masci has navigated
and shaped key industry technology trends. His domain expertise spans Hyperscale Cloud, Edge and Enterprise Datacenters, Infrastructure-as-a-Service
(IaaS), and Generative AI—including both training and inference workloads, AI infrastructure buildouts, and AI networking. Mr. Masci
holds a degree in finance from Arizona State University.
In connection with Mr. Masci’s appointment,
on March 26, 2026, the Company entered into an employment agreement with Mr. Masci (the “Masci Employment Agreement”) that
will govern the terms of Mr. Masci’s employment as the Company’s Chief Financial Officer, effective as of the Effective Date.
Pursuant to the Masci Employment Agreement, Mr. Masci is entitled to an initial base salary of $500,000 per year and is eligible to earn
an annual bonus based upon the achievement of performance targets established for the applicable calendar year, with a target annual bonus
equal to 50% of his base salary and a maximum annual bonus equal to 100% of his base salary, which will be prorated for the first year
of his employment. Mr. Masci is eligible for a long-term incentive award pursuant to the Rumble Inc. 2022 Stock Incentive Plan, as amended
from time to time (the “Plan”), with an aggregate grant-date fair market value equal to $2,000,000 for the 2026 fiscal year,
which award will be granted in a combination of stock options and restricted stock units of the Company (“RSUs”). Additionally,
Mr. Masci will receive the following one-time sign-on equity grants, in each case, pursuant to the Plan: (i) RSUs with a grant-date value
equal to $1,200,000, which will vest over two years in eight substantially equal quarterly installments beginning three months after the
Effective Date (the “Signing RSU Grant”) and (ii) an option to purchase shares of the Company’s common stock with
an aggregate grant-date value equal to $3,000,000, which will vest over five years, with 25% of the option vesting on the second anniversary
of the Effective Date and the remainder of the option vesting in substantially equal annual installments thereafter on each anniversary
of the Effective Date (the ”Signing Option Grant”); in each case, subject to Mr. Masci’s continued employment with
the Company on each vesting date.
There is no arrangement or understanding between
Mr. Masci and any other person pursuant to which Mr. Masci was appointed as an officer. There are no family relationships between Mr.
Masci and any of the Company’s directors or executive officers or any person nominated or chosen to become a director or executive
officer; Mr. Masci has no direct or indirect interest in any transaction or proposed transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K; and Mr. Masci has no prior affiliations with Baker Tilly US, LLP, the Company’s independent auditors.
Pursuant to the Masci Employment Agreement, if
Mr. Masci’s employment is terminated either (x) by the Company without “cause” or (y) by Mr. Masci for “good reason”
(as such terms are defined in the Masci Employment Agreement), subject to his execution of a general release of claims in favor of the
Company and its affiliates and compliance with any restrictive covenants to which Mr. Masci is subject in favor of the Company and its
affiliates, Mr. Masci will be entitled to: (i) any unpaid annual bonus in respect of any completed fiscal year that has ended on
or before the termination date; (ii) a prorated target annual bonus for the calendar year in which such termination occurs; (iii)
subsidized premiums for continued coverage under the Company’s group health plan for up to 12 months; (iv) an amount equal to the
sum of (x) Mr. Masci’s annual base salary, plus (y) the target annual bonus for the year of termination, payable during
the 12-month period following termination in accordance with the Company’s regular payroll practices; and (v) continued vesting
during the 12-month period following termination of any time-based annual equity awards that are outstanding and unvested as of such termination.
The foregoing descriptions of the Masci Employment
Agreement, the Signing RSU Grant and the Signing Option Grant do not purport to be complete and are qualified in their entirety by reference
to the full text of the Masci Employment Agreement, the award agreement evidencing the Signing RSU Grant and the award agreement evidencing
the Signing Option Grant, copies of which are attached as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 hereto, respectively, and are incorporated
by reference herein.
On the Effective Date, Brandon Alexandroff, current
Chief Financial Officer, will transition and assume the role of strategic advisor to the Chief Executive Officer of the Company. In connection
with such change in role, Mr. Alexandroff’s previously disclosed employment agreement with the Company, as Chief Financial Officer,
will be terminated as of the Effective Date, and the Company’s standard employment agreement with employees in Canada will govern
the terms of Mr. Alexandroff’s employment from and after the Effective Date. Mr. Alexandroff’s transition is not the result
of any disagreement with the Company on any matter related to the Company’s operations, policies, or practices.
Item 7.01 Regulation FD Disclosure.
On March 26, 2026, the Company issued a press
release (the “Press Release”) announcing the appointment of Mr. Masci as the Company’s Chief Financial Officer.
A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report
on Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
| 10.1 |
|
Employment Agreement, dated March 26, 2026, by and between Rumble Inc. and Mike Masci. |
| 10.2 |
|
Restricted Stock Unit Award Agreement in respect of the Rumble Inc. 2022 Stock Incentive Plan. |
| 10.3 |
|
Option Award Agreement in respect of the Rumble Inc. 2022 Stock Incentive Plan. |
| 99.1 |
|
Press Release of Rumble Inc. dated March 26, 2026. |
| 104 |
|
Cover Page Interactive Data File – the cover
page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
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.
| |
|
Rumble Inc. |
| |
|
|
| Date: March 26, 2026 |
By: |
/s/ Maurice F. Edelson |
| |
Name: |
Maurice F. Edelson |
| |
Title: |
General Counsel and Corporate Secretary |
Exhibit 99.1
Rumble Announces Chief Financial Officer Transition
~ Mike Masci Named CFO; Brandon Alexandroff
to Continue with Company as Strategic Advisor to CEO ~
~ Newly Appointed CFO Brings Both Data Center
Industry and Prior CFO Experience ~
LONGBOAT KEY, Fla., March 26, 2026 (GLOBE
NEWSWIRE) -- (Nasdaq: RUM), (“Rumble” or the “Company”), the Freedom-First technology platform, today
announced that, effective March 31, 2026, Mike Masci will join the Company as its new CFO, succeeding Brandon Alexandroff who will
transition to a new role of a strategic advisor to the CEO.
Mr. Masci is a seasoned technology executive with
deep expertise in AI and cloud infrastructure. Most recently serving as Vice President of Product Management for the Edge Computing Group
at Intel Corporation, he directed full-lifecycle product management, marketing, architecture, and P&L responsibility for a multi-billion-dollar
business focused on AI at the Edge. His tenure at Intel also included serving as Group CFO of the Datacenter Network Platforms Group,
where he consistently led large-scale, high-growth technology businesses at the forefront of enterprise and hyperscale innovation, as
well as Vice President of Product Management for the Network and Edge Group.
Mr. Masci brings a rare combination of deep technical
fluency and financial discipline to his role. His domain expertise encompasses Hyperscale Cloud, Edge and Enterprise Datacenters, Infrastructure-as-a-Service,
and Generative AI, including training and inference workloads, AI infrastructure buildouts, and AI networking. He has also built substantial
experience in FP&A and M&A. Masci holds a degree in Finance from Arizona State University.
Chris Pavlovski, Chairman and CEO of Rumble, commented,
“We are very excited to welcome Mike to the team. The combination of Mike’s deep financial and AI industry experience at Intel
makes him exceptionally well-suited to support Rumble’s next phase of growth as we continue to scale our platform and cloud services and
look forward to the AI infrastructure opportunities presented by our pending acquisition of Northern Data. Brandon has been an integral
part of our growth and we are grateful for the financial discipline and leadership he brought to the Company during a pivotal chapter,
and more importantly, that he will continue to play an essential role here at Rumble.”
About Rumble Inc.
Rumble is a high-growth neutral video platform
and cloud services provider. The Company’s platform products include Rumble Video, a free and subscription-based video sharing and livestreaming
platform; Rumble Studio, a multi-platform livestreaming and monetization service for creators; Rumble Advertising Center (RAC), an in-house
advertising marketplace; Rumble Wallet, a non-custodial crypto wallet integrated into the platform; and Rumble Cloud, an infrastructure-as-a-service
offering comprising compute, storage, security, and networking solutions. Rumble was founded in 2013 and is headquartered in Longboat
Key, Florida.
Forward-Looking Statements
Certain statements in this press release and the associated conference
call constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Statements contained in this press release that are not historical facts are forward-looking statements and include, for example, results
of operations, financial condition and cash flows (including revenues, operating expenses, and net income (loss)); our ability to meet
working capital needs and cash requirements over the next 12 months; and our expectations regarding future results and certain key performance
indicators. Certain of these forward-looking statements can be identified by using words such as “anticipates,” “believes,”
“intends,” “estimates,” “targets,” “expects,” “endeavors,” “forecasts,”
“could,” “will,” “may,” “future,” “likely,” “on track to deliver,”
“continues to,” “looks forward to,” “is primed to,” “plans,” “projects,” “assumes,”
“should” or other similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties,
and our actual results could differ materially from future results expressed or implied in these forward-looking statements. The forward-looking
statements included in this release are based on our current beliefs and expectations of our management as of the date of this release.
These statements are not guarantees or indicative of future performance. Important assumptions and other important factors that could
cause actual results to differ materially from those forward-looking statements include risks related to the pending Northern Data business
combination, including our ability to successfully complete the proposed transaction, and, if completed, the success of the business following
the proposed transaction; our ability to grow and manage future growth profitably over time, maintain relationships with customers, compete
within our industry and retain key employees; weakened global economic conditions may affect our business and operating results; our limited
operating history makes it difficult to evaluate our business and prospects; we may not grow or maintain our active user base, and may
not be able to achieve or maintain profitability; we may fail to maintain adequate operational and financial resources; we may be unsuccessful
in attracting new users to our mobile and connected TV offerings; our traffic growth, engagement, and monetization depend upon effective
operation within and compatibility with operating systems, networks, devices, web browsers and standards, including mobile operating systems,
networks, and standards that we do not control; our business depends on continued and unimpeded access to our content and services on
the internet and if we or those who engage with our content experience disruptions in internet service, or if internet service providers
are able to block, degrade or charge for access to our content and services, we could incur additional expenses and the loss of traffic
and advertisers; we face significant market competition, and if we are unable to compete effectively with our competitors for traffic
and advertising spend, our business and operating results could be harmed; we rely on data from third parties to calculate certain of
our performance metrics and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business;
changes to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue; we derive the
majority of our revenue from advertising and the failure to attract new advertisers, the loss of existing advertisers, or the reduction
of or failure by existing advertisers to maintain or increase their advertising budgets may adversely affect our business and operating
results; we depend on third-party vendors, including internet service providers, advertising networks, and data centers, to provide core
services; new technologies have been developed that are able to block certain online advertisements or impair our ability to deliver advertising,
which could harm our operating results; we have offered and intend to continue to offer incentives, including economic incentives, to
content creators to join our platform, and these arrangements may involve fixed payment obligations that are not contingent on actual
revenue or performance metrics generated by the applicable content creator but rather are based on our modeled financial projections for
that creator, which if not satisfied may adversely impact our financial performance, results of operations and liquidity; changes in tax
rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new U.S. or international tax legislation, or exposure
to additional tax liabilities may adversely impact our financial results; compliance obligations imposed by new privacy laws, laws regulating
online video sharing platforms, other online platforms and online speech in certain jurisdictions in which we operate, or industry practices
may adversely affect our business, financial performance, and operating results; we may become subject to newly enacted laws and regulations
that restrict or moderate content on the internet; we are exposed to significant regulatory, operational, compliance, privacy, and legal
risks related to age restriction or verification requirements and children’s online safety laws contemplated or enacted in various
U.S. states and foreign jurisdictions; paid endorsements by our content creators may expose us to regulatory risk, liability, and compliance
costs, and, as a result, may adversely affect our business, financial condition and results of operations; we have incurred and will incur
significantly increased expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial
condition, and results of operations; 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.
For investor inquiries, please contact:
Shannon Devine
MZ Group, MZ North America
203-741-8811
investors@rumble.com
Source: Rumble Inc.
