RUM Group: Ryan Milnes reports 5.8% ownership

Available on EDGAR 11/13/2026 - 05:02 PM EST Accepted by SEC EDGAR 11/13/2026 - 05:02 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

RUM Group Inc. reports that Ryan Milnes, an entrepreneur and investor, beneficially owns 23,126,741 shares of Class A common stock, representing 5.8% of the class. The amendment reports a greater-than-1% change in his ownership percentage solely because the aggregate number of Class A shares issued and outstanding increased; it reports no dispositions.

The position comprises 50,549 shares Milnes owns and 23,076,192 shares issuable upon exchange of exchangeable shares in an indirect, wholly owned subsidiary. A portion of the exchangeable shares is in escrow and subject to vesting and forfeiture conditions. The ownership percentage is based on 276,490,561 Class A shares issued and outstanding and 123,690,477 shares issuable upon exchange, both as of November 6, 2026. No transactions in RUM Group securities were effected by Milnes during the prior 60 days.

Filing Explained

The amendment ties Milnes's greater-than-1% ownership-percentage change to RUM's increased Class A share count, primarily shares issued to Northern Data security holders in the acquisition; that issuance increases the share base and reduces existing holders' percentage ownership.

Key Figures

Beneficially owned Class A common stock: 23,126,741 shares Class A ownership percentage: 5.8% Class A shares owned: 50,549 shares +3 more

6 metrics

Beneficially owned Class A common stock 23,126,741 shares Ryan Milnes's reported beneficial ownership

Class A ownership percentage 5.8% Based on figures as of November 6, 2026

Class A shares owned 50,549 shares Component of Milnes's reported beneficial ownership

Class A shares issuable upon exchange 23,076,192 shares Component of Milnes's reported beneficial ownership

Class A shares issued and outstanding 276,490,561 shares As of November 6, 2026; used in the ownership percentage calculation

Class A shares issuable upon exchange 123,690,477 shares As of November 6, 2026; used in the ownership percentage calculation

Key Terms

beneficial ownership, ExchangeCo Shares, sole dispositive power, Class C Common Stock

4 terms

beneficial ownership regulatory

"beneficially owns 23,126,741 shares of Class A Common Stock"

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.

ExchangeCo Shares technical

"shares issuable upon the exchange of exchangeable shares"

sole dispositive power regulatory

"The Reporting Person has sole power to dispose of 23,126,741 shares"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Class C Common Stock technical

"Excludes 23,076,192 shares of Class C Common Stock"

A class C common stock is a type of company share that usually represents ownership but often carries limited or no voting power compared with other share classes. For investors, that matters because it can affect influence over company decisions and sometimes the stock’s price or dividend priority — think of it as owning a ticket to the same event but in a section with less say in how the event is run.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many RUM shares does Ryan Milnes beneficially own?

Ryan Milnes beneficially owns 23,126,741 shares of Class A common stock, or 5.8% of the class.

Why did Ryan Milnes' reported RUM ownership percentage change?

The amendment attributes the greater-than-1% change solely to an increase in the aggregate number of Class A shares issued and outstanding, primarily from new shares issued to holders of Northern Data AG securities in connection with RUM Group's acquisition of Northern Data AG.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

RUM Group Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

78137L105

(CUSIP Number)

Ryan Milnes
c/o 2286404 Ontario Inc., PO Box 20112 Bayfield North
Barrie, A6, L4M6E9
9412100196

Russell L. Leaf
787 Seventh Avenue,
New York, NY, 10019-6099
2127288000

Sean M. Ewen
787 Seventh Avenue,
New York, NY, 10019-6099
2127288000

Willkie Farr & Gallagher LLP
787 Seventh Avenue,
New York, NY, 10019-6099
2127288000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/12/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 78137L105

1

Name of reporting person

Ryan Milnes

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 23,126,741.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 23,126,741.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

23,126,741.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) With respect to Boxes 7, 9 and 11: 2286404 Ontario Inc. is the record holder of the shares. 2286404 Ontario Inc. is wholly owned by Ryan Milnes and therefore, Mr. Milnes has voting and dispositive power over such shares and may be deemed to beneficially own such shares. The business address of 2286404 Ontario Inc. is PO Box 20112 Bayfield North, Barrie, Ontario, L4M6E9, Canada. Consists of (i) 50,549 shares of Class A Common Stock (as defined below) owned by the Reporting Person; and (ii) 23,076,192 shares of Class A Common Stock issuable upon the exchange of exchangeable shares in 1000045728 Ontario Inc., a corporation formed under the laws of the Province of Ontario, Canada, and an indirect, wholly owned subsidiary of the Issuer (such shares, the "ExchangeCo Shares"), a portion of which have been placed in escrow pursuant to the terms of the Business Combination Agreement, dated December 1, 2021 (the "Business Combination Agreement"), by and between CF Acquisition Corp. VI (n/k/a RUM Group Inc.) and Rumble Inc. (n/k/a Rumble Canada Inc.), and are subject to vesting conditions and forfeiture pursuant to the terms of the Business Combination Agreement. Excludes 23,076,192 shares of Class C Common Stock, par value $0.0001 per share, of the Issuer (the "Class C Common Stock"), which are issued in tandem with each ExchangeCo Share, with each such share of Class C Common Stock intended to give the holder thereof the same voting rights as one share of Class A Common Stock, but are otherwise non-economic. (2) With respect to Box 13: Percentage based on (i) 276,490,561 shares of Class A Common Stock issued and outstanding and (ii) 123,690,477 shares of Class A Common Stock issuable upon exchange of the ExchangeCo Shares, in each case as of November 6, 2026 and inclusive of all shares of Class A Common Stock and ExchangeCo Shares held in escrow pursuant to the terms of the Business Combination Agreement, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, filed with the Securities and Exchange Commission on November 12, 2026 (the "Form 10-Q").

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: RUM Group Inc.
(c)	Address of Issuer's Principal Executive Offices: 444 Gulf of Mexico Drive, Longboat Key, FLORIDA , 34228.
Item 1 Comment: This Amendment No. 5 to Schedule 13D (this "Amendment No. 5") is being filed to report a greater than 1% change in the Reporting Person's beneficial ownership of Class A Common Stock solely due to an increase in the aggregate number of shares of Class A Common Stock issued and outstanding as of November 6, 2026, as reported in the Form 10-Q, primarily as a result of new shares of Class A Common Stock issued by the Issuer to holders of Northern Data AG securities in connection with the Issuer's acquisition of Northern Data AG. Only those items that are hereby reported are amended, and all other items reported in the Schedule 13D remain unchanged. No dispositions of Issuer securities are reported hereby. This Amendment No. 5 amends the Schedule 13D filed by the Reporting Person on September 26, 2022 (the "Original Schedule 13D" and together with Amendment No. 1 thereto filed on November 22, 2024, Amendment No. 2 thereto filed on December 27, 2024, Amendment No. 3 thereto filed on February 11, 2025, Amendment No. 4 thereto filed on March 4, 2025 and this Amendment No. 5, the "Schedule 13D"). The principal executive offices of the Issuer are located at 444 Gulf of Mexico Drive, Longboat Key, Florida 34228. Capitalized terms used and not defined in this Amendment No. 5 have the meanings set forth in the Original Schedule 13D.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Ryan Milnes (the "Reporting Person").
(b)	The principal business address of the Reporting Person is c/o 2286404 Ontario Inc., PO Box 20112 Bayfield North, Barrie, Ontario, L4M6E9, Canada.
(c)	The Reporting Person's principal occupation or employment is entrepreneur and investor.
(d)	During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of Canada.
Item 3.	Source and Amount of Funds or Other Consideration
	Not applicable.
Item 4.	Purpose of Transaction
	Not applicable.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person beneficially owns 23,126,741 shares of Class A Common Stock (as determined and described in note (1) above), which represent 5.8% of the outstanding shares of Class A Common Stock (as determined and described in note (2) above).
(b)	The Reporting Person has sole power to vote and sole power to dispose of 23,126,741 shares of Class A Common Stock.
(c)	No transactions in the Issuer's capital stock were effected during the past 60 days by the Reporting Person.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	See Item 4.
Item 7.	Material to be Filed as Exhibits.
	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ryan Milnes

Signature:	/s/ Sergey Milyukov, as attorney-in-fact
Name/Title:	Sergey Milyukov, attorney-in-fact
Date:	11/13/2026