RUM Group: Tether adds warrant for 16.7M shares
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Form Type
4
Rhea-AI Filing Summary
RUM Group Inc. reported that entities associated with Tether Investments, S.A. de C.V., a ten percent owner, acquired a new Pre-Funded Warrant on September 2, 2026, exercisable into 16,744,307 shares of Class A Common Stock at an exercise price of $0.0001 per share, subject to a 9.9% voting power limitation under a Transaction Support Agreement.
Insider Trade Summary
Other: 16,744,307 shares
Other
4 txns
Insider
Tether Global Investments Fund, S.I.C.A.F., S.A., Tether Investments, S.A. de C.V., Devasini Giancarlo
Role
10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Pre-Funded Warrant F2, F3, F1 | 16,744,307 | -- | -- |
| holding | Pre-Funded Warrant F1 | -- | -- | -- |
| holding | Pre-Funded Warrant F1 | -- | -- | -- |
| holding | Class A Common Stock, par value $0.0001 per share F1 | -- | -- | -- |
Holdings After Transaction:
Pre-Funded Warrant — 119,607,981 contracts for 102,863,674 underlying shares (Indirect, By Tether Investments, S.A. de C.V.);
Class A Common Stock, par value $0.0001 per share — 141,877,369 shares (Indirect, By Tether Investments, S.A. de C.V.)
Footnotes (3)
- F1. The shares reported herein are directly owned by Tether Investments, S.A. de C.V. ("Tether Investments"), a wholly-owned subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. (f/k/a Tether Holdings, S.A. de C.V.). Mr. Devasini indirectly holds voting and dispositive power with respect to the securities held by Tether Global Investments Fund, S.I.C.A.F., S.A., including securities held by Tether Investments, its wholly-owned subsidiary. As such, each of Tether Global Investments Fund, S.I.C.A.F., S.A. and Mr. Devasini may be deemed to have beneficial ownership of the shares directly held by the Tether Investments. Each such entity or person disclaims beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
- F2. Pursuant to the Transaction Support Agreement, dated as of November 10, 2025 (the "TSA"), by and between Tether Investments and RUM Group Inc. (f/k/a Rumble Inc.) (the "Issuer"), up to one year following the Closing (as defined in the TSA), the Issuer is obligated to issue to Tether Investments 2.0281 shares of its Class A common stock, par value $0.0001 per share ("Class A Common Stock") for each no-par value bearer share of Northern Data AG sold to the Issuer by Tether Investments. The market price per share of Class A Common Stock was $8.80 per share at the close of business September 2, 2026.
- F3. Pursuant to the TSA, to the extent that the issuance of Class A Common Stock to Tether Investments as consideration under the TSA would result in Tether Investments and its affiliates owning more than 9.9% of the outstanding voting power of the capital stock of the Issuer (the "Voting Limitation"), the Issuer instead delivered to Tether Investments a pre-funded warrant (a "Pre-Funded Warrant") exercisable on a cashless basis into such number of shares of Class A Common Stock so that the shares of Class A Common Stock to be owned by Tether Investments and its affiliates following the Closing will not exceed the Voting Limitation.
Key Figures
New Pre-Funded Warrant underlying shares: 16,744,307 shares
Exercise price of Pre-Funded Warrants: $0.0001 per share
Existing Pre-Funded Warrant underlying shares (June 17, 2036): 56,143,764 shares
+5 more
8 metrics
New Pre-Funded Warrant underlying shares
16,744,307 shares
Underlying Class A Common Stock for the warrant acquired September 2, 2026
Exercise price of Pre-Funded Warrants
$0.0001 per share
Exercise price for all reported Pre-Funded Warrants held indirectly by Tether Investments
Existing Pre-Funded Warrant underlying shares (June 17, 2036)
56,143,764 shares
Underlying Class A Common Stock for warrant expiring June 17, 2036
Existing Pre-Funded Warrant underlying shares (June 18, 2036)
46,719,910 shares
Underlying Class A Common Stock for warrant expiring June 18, 2036
Indirectly held Class A Common Stock
141,877,369 shares
Class A Common Stock indirectly owned by Tether Investments, S.A. de C.V.
Market price of Class A Common Stock
$8.80 per share
Closing price on September 2, 2026, referenced in the Transaction Support Agreement footnote
New Pre-Funded Warrant expiration date
September 30, 2036
Expiration for the newly acquired Pre-Funded Warrant
Voting Limitation threshold
9.9% of outstanding voting power
Maximum voting power permitted for Tether Investments and its affiliates under the TSA
Key Terms
Pre-Funded Warrant, Transaction Support Agreement, Class A Common Stock, Voting Limitation, +1 more
5 terms
Pre-Funded Warrant financial
"the Issuer instead delivered to Tether Investments a pre-funded warrant"
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
Transaction Support Agreement financial
"Pursuant to the Transaction Support Agreement, dated as of November 10, 2025"
A transaction support agreement is a contract among the parties involved in a pending deal that spells out who must do what, who bears which risks, and how any problems discovered before or after closing will be handled. Think of it as a moving checklist and shared rulebook that helps the deal finish smoothly. Investors care because its terms affect the likelihood and timing of closing, potential costs or liabilities after the deal, and the value or dilution of their holdings.
Class A Common Stock financial
"shares of its Class A common stock, par value $0.0001 per share"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Voting Limitation financial
"will not exceed the Voting Limitation"
beneficial ownership financial
"may be deemed to have beneficial ownership of the shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did RUM Group Inc. (RUM) report involving Tether entities?
RUM Group Inc. reported that Tether Investments, S.A. de C.V., a ten percent owner, acquired a Pre-Funded Warrant on September 2, 2026, that is exercisable into 16,744,307 shares of Class A Common Stock at an exercise price of $0.0001 per share.
How does the Transaction Support Agreement affect Tether’s ownership in RUM (RUM)?
Under the Transaction Support Agreement, RUM issues Class A shares or Pre-Funded Warrants to Tether Investments as consideration, but a 9.9% Voting Limitation caps Tether’s voting power; when that limit would be exceeded, RUM delivers pre-funded warrants instead of additional common shares.
What other Pre-Funded Warrants tied to RUM stock are reported for Tether Investments?
In addition to the new warrant, Tether Investments is reported as holding Pre-Funded Warrants exercisable into 56,143,764 underlying shares (expiring June 17, 2036) and 46,719,910 underlying shares (expiring June 18, 2036), all at an exercise price of $0.0001 per share.
Was the RUM (RUM) Form 4 transaction under a Rule 10b5-1 trading plan?
No. The filing indicates that the Rule 10b5-1 checkbox was not affirmatively marked, and there is no footnote stating that the reported Pre-Funded Warrant acquisition occurred under a Rule 10b5-1 or other pre-arranged trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
