NASDAQ: RUM

Fast forward to 2020, when
a new, and much more nuanced form of ‘preferencing’ was evolving online, including sophisticated algorithms used by the incumbents
for amplification and censorship. In contrast, Rumble never moved the goal posts on its content policies. This consistency and transparency,
along with tailwinds from the 2020 U.S. election season, led to dramatic growth in Rumble’s user base from 1.2 million monthly active
users (“MAUs”) in Q2 2020 to 21 million MAUs in Q4 2020.

Subsequently, the preferencing
and censorship enforced by the incumbent platforms continued to expand into many other content areas, including the crypto-finance community
and pop culture. As a result, more creators and their audiences found a new home on Rumble. These top creators, such as Dan Bongino, Russell
Brand, Kim Iversen, Dave Rubin, Kimberly Guilfoyle, Matt Kohrs, Barstool Sports, and Dana White, just to name a few. As a result, Rumble’s
user base has grown to 52 million MAUs (GA4) as of Q4 2025. We have also begun the initial phases of monetizing our user base, with our
Average Revenue Per User (“ARPU”) reaching $0.46 as of Q4 2025. (For further discussion of our key performance indicators,
including definitions and explanations of the ways that management uses these metrics in managing the performance of the business, please
refer to the section titled “Key Business Metrics” under “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.”)

During this period of accelerated
growth, Rumble announced a business combination with CF VI, a special purpose acquisition company, on December 1, 2021. The CF Business
Combination was successfully completed on September 16, 2022, and our Class A common stock, par value $0.0001 per share (“Class
A Common Stock,” and shares of such stock, “Class A Common Shares”) began trading on The Nasdaq Global Market (“Nasdaq”)
under the symbol RUM. The CF Business Combination and related PIPE investment provided Rumble with gross proceeds of approximately $400
million, before transaction expenses. This capital infusion has helped Rumble compete with its big tech and other incumbent competitors.
Ultimately, 99.9% of CF VI shareholders elected not to redeem their shares, which we believe was a strong expression of support for Rumble’s
mission, its growth story and its future potential.

With this capital in place,
Rumble set out to execute on a growth strategy with the following four key tenets: (i) invest in content to grow and diversify the content
library and user base; (ii) build Rumble Advertising Center, an in-house advertising marketplace and network; (iii) create the infrastructure
to support the Rumble video platform and future Rumble Cloud go-to-market needs; and (iv) hire across the organization to support domestic
and future international growth.

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In furtherance of Rumble’s
strategy, in February 2025, the Company closed a strategic investment from Tether Investments S.A. de C.V. (as successor in interest to
Tether Investments Limited) (“Tether”), the largest company in the digital assets industry and the issuer of the most widely
adopted dollar stablecoin globally. Pursuant to the transaction, Tether purchased 103,333,333 shares of Class A Common Stock at a price
per share of $7.50, totaling $775 million in gross proceeds to Rumble. The Company has and will use $250 million of the proceeds, after
transaction expenses, to support growth initiatives. As part of the closing of the transaction, the Company also completed its tender
offer, pursuant to which the Company purchased 70,000,000 shares of Class A Common Stock for $525 million, excluding fees and expenses
related to the tender offer. Rumble’s existing board of directors (“Board”) and governance structure, including Chris
Pavlovski’s super-majority voting control, remains unchanged following the transaction.

In November 2025, Rumble signed
a business combination agreement with Northern Data AG (ETR: NB2), (“Northern Data”) a leader in AI and high-performance-computing
(HPC) infrastructure. Under the agreement, Rumble will submit a voluntary public exchange offer to all shareholders of Northern Data.
The transaction is designed to bolster Rumble Cloud’s portfolio with the addition of approximately 22,400 Nvidia GPUs and a globally
distributed network of energized data center locations. Strategically, the transaction marks a transformational step in Rumble’s
vision of a Freedom-First technology platform, a new way forward for tech rooted in freedom, privacy, independence and resilience. The
business combination is expected to close in the second quarter of 2026.

Our Portfolio

Rumble consists of two business units: Rumble Services
and Rumble Cloud.

1)Rumble Services:

●Rumble Video: a free and subscription-based video sharing platform enabled by Rumble.com and its
associated mobile and connected TV applications;

●Rumble Studio: a multi-platform livestreaming and monetization service for creators enabled by
Rumble Studio;

●Rumble Advertising Center: an in-house advertising marketplace and network enabled by Rumble Advertising
Center (“RAC”);

●Rumble Wallet: a non-custodial crypto wallet integrated directly into the Rumble platform that
supports USAT, a U.S.-regulated, dollar-backed stablecoin, Tether (USDT), Tether Gold (XAUt), and Bitcoin (BTC), enabling audiences to
tip creators natively in crypto.

2)Rumble Cloud:

●Rumble Cloud: an infrastructure as a service (IaaS) offering consisting of a portfolio of compute,
storage, security, and networking offerings. Upon closing the business combination with Northern Data, Rumble plans to augment its cloud
business with an AI infrastructure offering consisting of GPU as a service (GPUaaS) and data center services.

Rumble Services

Vision, Products and Differentiation

Rumble Services consists of
four core businesses: Rumble Video, Rumble Studio, Rumble Wallet, and RAC. The collective vision of Rumble Services is to provide creators
with the best monetization toolkit on the internet. To fulfill this vision, our product roadmap is focused on the progressive integration
of these businesses and underlying products into to a single seamlessly integrated platform, which has the potential to unlock a variety
of differentiated feature sets for users, creators, advertisers, and publishers.

Rumble Video is enabled primarily
through our flagship product, Rumble.com, a free-to-use video sharing and livestreaming platform on which users can watch, share, like,
comment, and upload videos. Users can follow channels to stay in touch with creators and access video on-demand (“VOD”) and
live content streamed by creators. In addition, Rumble Video also offers two types of subscription services: (i) Rumble Premium –
a “no ads” experience with access to certain exclusive content, and (ii) Locals.com, where users can access certain free content
and purchase subscriptions to support creators and access exclusive content in creator communities. Both platforms, Rumble.com and Locals.com,
are available via desktop and mobile web, iOS and Android mobile applications (“apps”), as well as connected TV apps including
but not limited to Roku, Apple TV, Amazon Fire TV, LG, Samsung, and Android TV. In aggregate, Rumble Video provides a platform for creators
to benefit from our growing advertising business and revenue share model.

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Rumble Studio is a new, patent-pending
application designed to enable a first-of-its-kind livestreaming and monetization service for creators. Using Rumble Studio, creators
can establish a variety of custom settings for their livestream, set up, go-live and control their livestream across multiple social platforms,
while also benefiting from a variety of custom and programmatic monetization opportunities, including host-read ads and sponsorships.
Rumble Studio is currently available via desktop and mobile web, as well as iOS and Android mobile applications.

Rumble Wallet is a non-custodial
crypto wallet integrated directly into the Rumble platform. At launch, the wallet supports USAT, a U.S.-regulated, dollar-backed stablecoin,
Tether (USDT), Tether Gold (XAUt), and Bitcoin (BTC), enabling audiences to tip creators natively in crypto. By embedding crypto payments
into the video-sharing platform, Rumble Wallet eliminates the need for intermediaries like ad networks, banks, or payment processors.
Creators can now receive direct, fast, and borderless payments from their audiences.

Rumble Advertising Center
is our proprietary advertising marketplace and network designed to facilitate transactions for advertisers seeking to access Rumble.com
traffic and also traffic from other publishers in the RAC network. Within the platform, RAC offers a unique set of advertising opportunities
for advertisers, including traditional display and pre-roll/mid-roll video advertising in addition to creator sponsorships.

The continued scale and integration
of the Rumble Video, Rumble Studio, Rumble Wallet, and RAC platforms will bring a truly differentiated offering to the market, which is
the key to fulfilling the Company’s vision of providing the best monetization toolkit for creators on the internet.

How We Generate Revenue

Our portfolio of services
enables a diversified set of revenue streams including:

●Advertising:

oBanner / Display Advertising: offered to advertisers via RAC across our network of publishers, including
Rumble.com.

oVideo Pre-Roll / Mid-Roll Advertising: offered to advertisers via RAC across our network of publishers,
including Rumble.com, and also through custom integrations into live broadcasts.

oCreator Sponsorships: offered to advertisers via RAC programmatically and through direct sales.

●Subscriptions, Pay-Per-View and Tipping:

oRumble Premium subscriptions from users seeking a “no ads” experience and/or premium Rumble
content.

oLocals.com revenue generated from users who subscribe to content creators on Locals.com.

oBadge Subscriptions: revenue generated from badge subscriptions purchased by users on Rumble.com.

oPay-Per-View and Tipping: revenue generated from pay-per-view videos offered by creators and tips given
by users to creators during livestreams.

We share revenue generated
from advertising, subscriptions, pay-per-view and tipping with creators in a revenue-share model.

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Sales & Marketing

A vast majority of the substantial
user growth experienced by Rumble.com between 2020 and 2022 was organic, driven largely through user and creator advocacy. As a result,
very minimal marketing spend was deployed during that time. Throughout 2023 and 2024, while the organic growth continued, the Company
made several investments to bring in new content creators consistent with our goals during the de-SPAC, which in turn attracted new audiences
to the platform. Going forward, we will look to build our brand across multiple audiences, driving user growth and video consumption through
(ii) selective content creator partnerships and advocacy, (i) continued strategies to earn unpaid media coverage and recognition, and
(iii) increased marketing spend, primarily through digital paid media channels, , as we test international expansion strategies, particularly
as advertising revenues increase.

Our advertising platform,
RAC, is designed as a self-serve platform where advertisers can sign up, build a campaign and bid on traffic leveraging various targeting
tactics. As a result, paid marketing strategies will be employed as inventory is released into the network in an effort to attract new
advertisers into the system. In parallel to this and other growth strategies, we will continue to invest into direct sales, account management
and creator success teams to drive incremental business across display and video advertising, as well as sponsorships.

The Company made several direct
investments into large creators from 2023 to 2025. These investments helped attract high-profile creators to the platform as we matured
and grew our monetization channels. With the Company now focused more on growing the advertising business and driving revenue, creators
are now better-positioned to earn money on Rumble, which we believe will bring more content and creators to the platform, thereby generating
more engagement and ultimately driving more advertising revenue.

Competition

We
operate in a challenging and rapidly evolving environment. We compete with other online video distribution platforms, including
YouTube, and confront conduct by YouTube and Google that we believe are highly anti-competitive (see Part I, Item 2, “Legal Proceedings”
for further information). We also face significant challenges in obtaining advertising revenue because advertisers have numerous
options for allocating their advertising budgets. Rumble Video seeks to compete with other platforms by establishing and maintaining
trust with our users, creating an enjoyable viewing experience that welcomes a variety of video content. We seek to operate a neutral
video platform in order to meet the challenges presented by Big Tech.

Rumble Cloud

Origin, Vision, Products
and Differentiation

Rumble Cloud was launched
in early 2024, and is an Infrastructure as a Service (IaaS) offering designed to service a wide variety of businesses from startups to
small and medium sized businesses (SMBs) to governments to enterprise clients.

Rumble Cloud was built based
on the following key premises: (i) it was existential for us to invest in and build the infrastructure to support Rumble Video and insulate
ourselves from arbitrarily enforced terms and conditions and unfavorable economics offered by the incumbent cloud providers, and (ii)
given the significant amount of compute, storage and bandwidth requirements of Rumble Video, it was a natural extension of the business
to offer excess infrastructure capacity to the cloud market. Moreover, we saw an opportunity to capitalize on a product-market fit by
specifically addressing the chronic customer pain points in the cloud market, including censorship, trust with data, vendor lock-in strategies,
as well as unfair and unpredictable pricing.

Backed by our mission to protect
a free and open internet, the vision of Rumble Cloud is to empower businesses and allow them to take control of their IT budgets by providing
the most predictable and fair pricing model in the cloud market.

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Rumble Cloud launched and
currently operates with the infrastructure and essential computing and storage necessary to run a wide array of workloads and applications,
including:

●Cloud compute;

●Load balancers;

●Object storage;

●Kubernetes orchestration;

●Block storage; and

●Virtual private cloud.

With Rumble Video as the first
anchor tenant of Rumble Cloud, we built our infrastructure from the ground up to run on the latest generation equipment, including 4th
generation AMD EPYC processors. In addition to NVMe SSDs, Rumble Cloud virtual machines run atop fully dedicated vCPUs, ensuring fast
and consistent performance.

Through the proposed business
combination with Northern Data, Rumble plans to augment its cloud business with an AI infrastructure offering consisting of GPU as a service
(GPUaaS) and data center services. Specifically, the combination is expected to bring:

Immediate Scale in the Cloud
& Data Center Business with:

●One of the largest GPU fleets, with 22,400 NVIDIA GPUs, including 20,400 Nvidia H100s and 2,000 Nvidia
H200s.

●Access to a globally distributed network of data center locations and several strategically co-located
sites.

●Four owned data center locations anchored by Northern Data’s site in Maysville, Georgia which, upon
completion, is anticipated to deliver up to 180MW of capacity.

Expanded International Footprint
with:

Northern Data’s prominent
presence in Europe, with locations extending across Germany, Sweden, Norway, Portugal, the Netherlands, and the United Kingdom, in addition
to a growing footprint in the United States.

How We Generate Revenue

Rumble Cloud launched and
currently operates on a subscription model. Relative to the unpredictable and volatile consumption-based pricing models that can cripple
a business due to rampant hidden and unexpected costs, Rumble Cloud introduced the concept of a flexible Resource Tier pricing model,
which is designed to provide a transparent and predictable pricing model to its customers and offers unlimited usage within a given pool
of hardware resources for a fixed monthly price. With this model, customers will enjoy the freedom to grow and scale at a pace that works
best for their needs, without surprises on their monthly bill.

Sales & Marketing

We drive demand for Rumble
Cloud using an account executive, account management and channel partner approach. Our direct sales team focuses on identifying and closing
business for the mid-market and enterprise sized clients within defined early adopter segments. Channel partners include referral, reseller
and managed service partners, who are well positioned to complement our sales efforts by expanding the mid-market and enterprise opportunities.

The front end of Rumble Cloud,
rumble.cloud, is designed to support a self-serve customer acquisition model. Marketing efforts will be focused on attracting
leads and converting them through the marketing funnel via traditional paid, earned and owned media strategies.

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Competition

We operate in a challenging
environment, with a majority of the cloud services market owned by the major cloud hyperscalers, Google Cloud, Microsoft Azure and Amazon
Web Services. These companies have significantly greater resources than us and significant existing customer bases that may be difficult
for us to penetrate, especially given the potential for high switching costs in the cloud services market. Given the market trends of
rising multi-cloud strategies and continued complexity and unpredictability in cloud pricing, Rumble Cloud arrives at an opportune time
to enter the market and present a new way for businesses to save money and regain control of their IT budgets.

Human Capital

We believe that our employees
are our most significant resource. As of December 31, 2025, we had 156 full-time employees, of whom 48 were based in Canada and 108 were
based in the United States. None of our employees are covered by collective bargaining agreements. We believe we have good relationships
with our employees. Our human capital resources objectives include identifying, recruiting, retaining, incentivizing, and integrating
our existing and additional employees. The principal purposes of our equity incentive programs are to attract, retain, and motivate key
employees and directors through the granting of share-based compensation awards.

Government Regulation

We are subject to domestic
and foreign laws that affect companies conducting business on the internet generally, including laws relating to the liability of providers
of online services for their operations and the activities of their users.

Because we host user-uploaded
content, we may be subject to laws concerning such content. In the U.S., we rely, to a significant degree, on laws that limit the liability
of online providers for user-uploaded content, including the Digital Millennium Copyright Act of 1998 and Section 230 (47 U.S.C. §
230). Countries outside the U.S. generally do not provide as robust protections for online providers and may instead regulate such entities
to a higher degree. For example, in certain countries, online providers may be liable for hosting certain types of content or may be required
to remove such content within a short period of time upon notice. As we expand internationally, we or our customers may also be subject
to additional laws that regulate streaming services or online platforms.

Because we receive, store
and use a substantial amount of information received from or generated by our users, we are also impacted by laws and regulations governing
privacy and data security in the U.S. and worldwide. Examples of such regimes include Section 5 of the Federal Trade Commission Act (15
U.S.C. §§ 41 et. seq.) (the “FTCA”), the EU’s General Data Protection Regulation (the “EU GDPR”),
and the California Consumer Privacy Act (California Civil Code § 1798.100) (the “CCPA”). These laws generally regulate
the collection, storage, transfer and use of personal information.

Because our platform facilitates
online payments, including subscription fees and tipping, we are subject to a variety of laws governing online transactions, payment card
transactions and the automatic renewal of online agreements. In the U.S., these matters are regulated by, among other things, the federal
Restore Online Shoppers Confidence Act and various state laws.

As a U.S.-based company with
Canadian operations, we are subject to a variety of Canadian laws governing our foreign operations, as well as Canadian and U.S. laws
that restrict trade and certain practices.

Intellectual Property

Our intellectual property
includes trademarks, such as the trademark RUMBLE (registered in the United States, Canada, the European Union and the United Kingdom),
RUMBLE CLOUD, RUMBLE PREMIUM, RUMBLE STUDIO, RUMBLE SUBSCRIPTION, and RAC (all registered in the United States), other pending
international applications to register the trademark RUMBLE, and several pending U.S. trademark registration applications, including
applications to federally register the trademarks RUMBLE ADVERTISING CENTER, RUMBLE SPORTS, RUMBLE POLITICS, RUMBLE NEWS, RUMBLE WALLET,
RUMBLE REELS, RUMBLE SHORTS, FREEDOM-FIRST, FREEDOM-FIRST TECHNOLOGY PLATFORM, YOUR CLOUD YOUR WAY, the RUMBLE logos, LOCALS,
and the LOCALS logos; the domain names rumble.com, rumble.cloud, studio.rumble.com, and locals.com; copyrights
in our source code, website, apps and creative assets; a pending utility patent application for technology related to Rumble Studio; and
trade secrets. In addition, our platforms are powered by a proprietary technology.

We rely on, and expect to
continue to rely on, a combination of our terms of service, our access control mechanisms, our work-for-hire, assignment, and confidentiality
agreements with our employees, consultants, and third parties with whom we have relationships, as well as federal and state statutory
and common law regarding trademark, trade dress, domain name, copyright, and trade secrets to protect our assets, brands, proprietary
technology, and other intellectual property rights. We intend to continue to file additional applications to register or otherwise protect
our intellectual property rights.

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Acquisitions

In October 2021, we bolstered
our value proposition for content creators by acquiring Locals, a solution for (1) creators looking to monetize their content through
subscription, and (2) for users to gain access to premium content from their favorite content creators. The acquisition was designed to
accelerate our subscription revenue model and brought approximately 86,000 subscribers to our platform. Prior to our acquisition of Locals,
we did not offer a consumer-facing subscription service.

In May 2023, we acquired Callin,
a San Francisco-based podcasting and live-streaming platform founded by technology entrepreneur and investor David Sacks. Callin’s
technology laid the foundation for Rumble Studio, which was launched in Q1 2024.

In October 2023, we acquired
North River Project Inc., an entity created to develop what became RAC, an advertising technology solution, specifically for Rumble. RAC
includes an advertising marketplace and network between advertisers bidding and publishers selling display and video advertisement as
well as advertisers bidding on creator sponsorships. RAC continues to be enhanced and represents a significant milestone in Rumble’s
monetization efforts.

On November 10, 2025, we entered
into a business combination agreement with Northern Data (the “ND Business Combination Agreement”). Please refer to “Significant
Events and Transactions” under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”
in this Annual Report for more information.

Terms of Service

Our content policies, which
are available at rumble.com/s/terms, contain politically neutral terms that ensure a safe and respectful exchange of views
on the Rumble platform. Among other things, they prohibit content that infringes on the rights of third parties, violates any law, is
pornographic or obscene in nature, promotes or supports violence or unlawful acts (including content that promotes or supports Antifa,
the KKK, white supremacist groups, and entities designated by the U.S. or Canadian government as terrorist organizations), or exploits
minor children (including disclosing personally identifiable information about minor children).

Our website address is included
in this report for informational purposes only. Our website and the information contained therein or connected thereto are not deemed
to be incorporated by reference in, and are not considered part of, this Annual Report on Form 10-K.

Available Information

All periodic and current
reports and other filings that we are required to file with the SEC, including our annual report on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant Section 15(d) of the Securities Exchange
Act of 1934 (the “Exchange Act”), as amended, are available free of charge from the SEC’s website (www.sec.gov).
Such documents are available as soon as reasonably practicable after electronic filing of the material with the SEC. Copies of these reports
(excluding exhibits) may also be obtained free of charge, upon written request to: Rumble Inc., 444 Gulf of Mexico Dr, Longboat Key, Florida
34228.

We also post our Code of Ethics on our website.
See Part III, Item 10 for more information regarding our Code of Ethics.

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