Rumble Inc. Commitments Disclosure

16.	Commitments and Contingencies

 

Commitments - Acquisition of Northern Data AG (“Northern Data”)

 

On November 10, 2025, the Company signed a business combination agreement with Northern Data, a German stock corporation (Aktiengesellschaft) incorporated under the laws of Germany. Subject to the terms and conditions of the agreement, the Company will submit a voluntary public exchange offer to all shareholders of Northern Data. Each Northern Data shareholder that tenders will receive 2.0281 shares of the Company’s newly issued Class A Common Stock in exchange for each Northern Data share (the “Exchange Ratio”) (with customary settlement mechanisms for fractional shares).

 

Tether Investments, S.A. De C.V, an affiliate of a significant shareholder of the Company, along with shareholders affiliated with Northern Data’s co-CEO and another shareholder, collectively representing 72% of the outstanding shares of Northern Data, have committed to exchange their Northern Data shares at the same Exchange Ratio that applies to the exchange offer, contemporaneously with the closing of the exchange offer.

The acceptance period is expected to commence in the second quarter of 2026, and the transaction is expected to close in the second quarter of 2026, subject to satisfaction of closing conditions and regulatory approvals.

 

In addition to the business combination, the Company has entered into a GPU agreement with Tether, subject to closing and regulatory approvals, representing an initial commitment by Tether to purchase up to $150 million of GPU services over a two-year period following the closing of our voluntary public exchange offer for Northern Data.

 

The Company also announced a $100 million advertising commitment from Tether, representing $50 million per year over a two-year period beginning February 15, 2026. This commitment is not contingent upon the completion of the business combination.

 

Commitments - Other

 

The Company has non-cancelable contractual commitments of approximately $52 million as of December 31, 2025, which are primarily related to programming and content, leases, and other service arrangements. The majority of commitments will be paid over three years commencing in 2026.

 

Legal Proceedings

 

In the normal course of business, to facilitate transactions in services and products, the Company indemnifies certain parties. The Company has agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. Several of these agreements limit the time within which an indemnification claim can be made and the amount of the claim. In addition, the Company has entered into indemnification agreements with its officers and directors, and its bylaws contain similar indemnification obligations to its agents.

 

Furthermore, many of the Company’s agreements with its customers and partners require the Company to indemnify them for certain intellectual property infringement claims against them, which would increase costs as a result of defending such claims, and may require that we pay significant damages if there were an adverse ruling in any such claims. Customers and partners may discontinue the use of the Company’s services and technologies as a result of injunctions or otherwise, which could result in loss of revenues and adversely impact the business.

 

It is not possible to make a reasonable estimate of the maximum potential amount under these indemnification agreements due to the unique facts and circumstances involved in each particular agreement. As of December 31, 2025 and 2024, there were no material indemnification claims that were probable or reasonably possible.

 

As of December 31, 2025, Rumble was defending a lawsuit against the Company and one of its shareholders seeking a variety of relief including rescission of a share redemption sale agreement with the Company or damages alleged to be worth $419.0 million.

 

The Company is defending the claims and considers that the likelihood that it will be required to make a payment to plaintiffs to be remote.