RUM Group Inc. SEC Filings

Rumble Inc. has called its 2026 annual stockholders meeting for June 11, 2026, to be held virtually. Investors are being asked to elect six directors for one-year terms and ratify Baker Tilly US, LLP as independent auditor for the year ending December 31, 2026.

The company has a multi-class voting structure. As of April 16, 2026, there were 435,230,606 shares outstanding, with Class A and Class C shares carrying one vote each and Class D shares 11.2663 votes each. Founder and CEO Chris Pavlovski controls about 83% of voting power, making Rumble a Nasdaq “controlled company.” The proxy also details board independence, committee composition, auditor fees, and 2025 executive pay.

Rumble Inc. is making a voluntary public exchange offer through its German bidder Rumble Deutschland AG to acquire all Northern Data AG shares not already held by the bidder in exchange for 2.0281 newly issued Rumble Class A common shares per 1 ND Share. The Acceptance Period runs from April 13, 2026 to May 9, 2026, with an Additional Acceptance Period expected from May 15, 2026 to June 1, 2026.

The offer is conditioned on customary closing items, including merger control clearance in the UAE by the End Date of December 31, 2026, no Target Insolvency or Material Compliance Violation, certain support and closing of related support agreements (Tether, ART, Apeiron), BaFin approval of the prospectus, SEC/Registration Statement mechanics and Nasdaq listing authorization of the Offer Shares. The exchange consideration will be delivered via a multi-step intra-group contribution of newly issued Rumble Class A shares; a Prospectus registering 130,197,281 Offer Shares was published on April 13, 2026.

Rumble Inc. is offering 130,197,281 newly issued Class A shares (par value USD 0.0001) as consideration in an Exchange Offer to acquire all outstanding Northern Data AG shares at an Offer Exchange Ratio of 2.0281 Rumble Class A shares per ND Share. The Offer Shares are expected to be issued on or around June 10, 2026, with the Acceptance Period currently expected to end on May 9, 2026.

The Exchange Offer is conditioned on specified offer conditions and regulatory approvals and contemplates that, assuming 100% acceptance and related sales, former ND shareholders would hold approximately 33.3% of Rumble Class A shares after consummation. Rumble will receive no cash proceeds from the Exchange Offer.

Rumble Inc. is pursuing a business combination with Northern Data by launching a voluntary public exchange offer to acquire each Northern Data Share for 2.0281 Rumble Class A Common Shares (the "Offer Exchange Ratio"). The Takeover Offer expires May 9, 2026, 6:01 CEST, unless extended.

The transaction is supported by binding Transaction Support Agreements covering ~72% of Northern Data share capital, includes a commitment by Tether to sell its 43,512,526 Northern Data Shares, and contemplates issuing up to an aggregate number of Rumble Class A Common Shares that will require increasing Rumble's authorized Class A shares via a Charter Amendment.

Rumble Inc. is seeking to combine with Northern Data AG via a voluntary public exchange offer that will deliver 2.0281 Rumble Class A Common Shares for each Northern Data Share. The offer expires on May 9, 2026, 6:01 CEST unless extended. Tether, ART Sellers and Apeiron collectively held ~72% of Northern Data as of April 6, 2026, and Tether has committed to sell 43,512,526 Northern Data Shares to Rumble. Assuming 64,196,677 Northern Data Shares tender and 130,197,281 Rumble Class A Common Shares are issued, former Northern Data Shareholders would own approximately 33.3% of Rumble on a pro forma basis based on 261,063,132 Rumble Class A Common Shares outstanding as of March 30, 2026. The transaction is subject to customary conditions, including certain regulatory clearances (UAE MoE approval remains outstanding), SEC effectiveness of the Form S-4 and Nasdaq listing authorization for the Offer Shares.

Rumble Inc. filed a Form S-4 registering the issuance of Rumble Class A common shares in connection with a proposed business combination with Northern Data AG. Under the agreed terms, each Northern Data Share tendered in the voluntary Takeover Offer will be exchanged for 2.0281 Rumble Class A Common Shares.

The Takeover Offer is scheduled to expire on May 9, 2026, 6:01 CEST and settlement is subject to customary conditions, including certain regulatory clearances (only UAE MoE approval remained pending as of the filing), BaFin approval of the German prospectus, effectiveness of this Form S-4 and Nasdaq listing authorization for the Offer Shares. The Transaction Support Agreements (including a Tether agreement) cover major existing holders representing ~72% of Northern Data share capital; if all contemplated exchanges occur, former Northern Data shareholders would own approximately 33.3% of Rumble on a pro forma basis.

Rumble Inc. Chief Financial Officer Michael Masci received new equity awards in the form of restricted stock units and stock options. He was granted 228,591 shares of Class A common stock that vest in four substantially equal annual installments starting on the first anniversary of the grant date, and an additional 99,800 shares that vest in eight substantially equal quarterly installments beginning on June 30, 2026. Masci also received a stock option for 452,866 shares of Class A common stock at an exercise price of $5.01 per share, vesting in four substantially equal annual installments beginning on the first anniversary of the grant date, and another option for 878,596 shares at the same $5.01 exercise price that vests over five years, with 25% vesting on March 31, 2028 and the remainder vesting in three substantially equal annual installments on March 31, 2029, March 31, 2030, and March 31, 2031. Following the grants, his direct holdings of Class A common stock reported in this filing total 328,391 shares, and his newly granted options cover a combined 1,331,462 underlying shares.