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Subsequent Events

• On January 10, 2025, the Company announced it had entered into a cloud services agreement with the Government of El Salvador. The deal is emblematic of the increasing migration of the world toward companies that better align with the values of freedom.

• On February 10, 2025, the Company announced that the White House has established an official channel on the platform, which can be found at rumble.com/whitehouse.

• On February 11, 2025, the Company announced that popular content creator Tim Pool is bringing his programming to Rumble, with much of it becoming available exclusively through Rumble Premium.

• On February 19, 2025, the Company announced that it had filed a lawsuit along with the Trump Media & Technology Group (TMTG—owners of TRUTH Social) against Brazilian Supreme Court Justice Alexandre de Moraes, alleging that Justice Moraes violated the free speech protections of the First Amendment when he ordered the suspension of the U.S.-based accounts of a specific well-known, politically outspoken user.

• On February 25, 2025, the Company announced a ruling by a U.S. federal court that censorship orders from Justice Moraes have no legal force in the United States.

• On March 12, 2025, the Company disclosed purchases to date of $17.1 million in Bitcoin at an average purchase price of approximately $91,000 per coin, in accordance with its previously announced Bitcoin treasury.

Management Commentary

Rumble's Chairman and CEO Chris Pavlovski commented, “While I am pleased with our topline quarterly growth of 48% year over year, I am even more impressed with the third to fourth quarter growth in U.S. and Canada MAUs of 21% to 52 million. This demonstrates how powerful our North America platform is. Rumble cemented its place in the online media eco-system by setting multiple records on the night of the U.S. election. In addition, the fourth quarter included our biggest announcement since going public: a $775 million strategic investment from Tether, the largest company in the digital asset industry and the most widely used dollar stablecoin across the world. Rooted in this investment was the extremely strong commonalities between cryptocurrency and free speech communities, both built on a passion for freedom, transparency and decentralization. As I look ahead, with the Tether transaction now closed, I could not be more excited about the possibilities and the new era we are entering for Rumble.”

Q4 Financial Summary (Unaudited)

Revenues increased by $9.8 million to $30.2 million in the three months ended December 31, 2024, compared to the three months ended December 31, 2023, of which $7.9 million was attributable to an increase in Audience Monetization revenues and $1.9 million was attributable to higher Other Initiatives revenues. The increase in Audience Monetization revenues was mainly due to higher revenue from advertising, subscriptions, tipping fees, licensing, and platform hosting. The increase in Other Initiative revenues was mostly due to more advertising inventory being monetized by our publisher network and an increase in cloud services offered.

Cost of services decreased by $5.0 million to $34.5 million in the three months ended December 31, 2024, compared to the three months ended December 31, 2023. The decrease was primarily due to a reduction in programming and content costs of $5.3 million, offset by an increase of $0.3 million in other costs of services including payment processing fees and costs paid to publishers.

General and administrative expenses decreased by $2.4 million to $7.2 million in the three months ended December 31, 2024, compared to the three months ended December 31, 2023. The decrease was mainly driven by a reduction in payroll and related expenses and other administrative expenses such as public company-related costs, including legal, insurance, and other administrative services.

Research and development expenses increased by $0.8 million to $4.4 million in the three months ended December 31, 2024, compared to the three months ended December 31, 2023. The increase was driven by a $0.6 million rise in payroll and related expenses, along with a $0.2 million increase in other research and development related expense.

Sales and marketing expenses increased by $0.6 million to $3.8 million in the three months ended December 31, 2024, compared to the three months ended December 31, 2023. The increase was attributed to a $0.4 million rise in payroll and related expenses, as well as a $0.4 million increase in marketing and public relations activities, partially offset by a $0.2 million reduction in consulting services.

Outlook

For the first quarter of 2025, we expect revenue growth of at least 25% compared to the first quarter of 2024.

The Company continues to manage the business moving materially towards Adjusted EBITDA breakeven in 2025. With the new capital raised from Tether, we now have increased optionality to further invest in initiatives that could accelerate and expand our business.

Capitalization as of December 31, 2024

The table below sets forth Rumble’s fully diluted capitalization as of December 31, 2024.

*Table excludes non-economic, voting shares(5)

(1)  Consists of 96,044,221 shares of Class A Common Stock outstanding, plus 109,541,903 shares of Class A Common Stock issuable upon exchange of any issued and outstanding exchangeable shares in an indirect, wholly owned Canadian subsidiary of the Company (the "ExchangeCo Shares").
(2)  Pursuant to the terms of our business combination in 2022, certain shareholders are eligible to receive up to an aggregate of 78,376,354 additional shares of Class A Common Stock if the closing price of the Class A Common Stock is greater than or equal to $15.00 and $17.50, respectively (with 50% released at each target, or if the latter target is reached first, 100%) for a period of 20 trading days during any 30 trading-day period. The term will expire on September 16, 2027. If there is a change in control prior to September 16, 2027, resulting in a per-share price equal to or in excess of the $15.00 and $17.50 share price milestones not previously met, then the Company shall issue the earnout shares to these shareholders. The shares are currently being held in escrow until the contingency is met and consist of 20,800,886 shares of Class A Common Stock, ExchangeCo Shares exchangeable for 55,611,718 shares of Class A Common Stock, and 1,963,750 shares of Class A Common Stock held by the Sponsor subject to forfeiture.
(3)  Consists of 62,865,711 shares of Class A Common Stock issuable under options outstanding, plus 8,046,076 shares of Class A Common Stock issuable under warrants outstanding, plus 2,226,775 restricted stock units outstanding. Excludes 676,243 restricted stock units that have market conditions.
(4)  Consists of 28,587,396 shares of Class A Common Stock issuable under options that are subject to the same earnout conditions set forth in footnote (2) above. 
(5)  The Company has two classes of non-economic, voting shares that are issued solely for voting purposes: (i) shares of Class C Common Stock which are issued in "tandem" with each ExchangeCo Share on a one-for-one basis, 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 and (ii) shares of Class D Common Stock, with each share carrying 11.2663 votes per share but are otherwise non-economic, held by the Company's founder Chris Pavlovski.

Capitalization as of March 12, 2025

The table below sets forth Rumble’s fully diluted capitalization as of March 12, 2025, which is subsequent to the closing of the strategic investment from Tether and the related self-tender.

*Table excludes non-economic, voting shares(5)

(1)  Consists of 192,052,525 shares of Class A Common Stock outstanding, plus 68,078,752 shares of Class A Common Stock issuable upon exchange of any issued and outstanding ExchangeCo Shares.
(2)  Pursuant to the terms of our business combination in 2022, certain shareholders are eligible to receive up to an aggregate of 78,376,354 additional shares of Class A Common Stock if the closing price of the Class A Common Stock is greater than or equal to $15.00 and $17.50, respectively (with 50% released at each target, or if the latter target is reached first, 100%) for a period of 20 trading days during any 30 trading-day period. The term will expire on September 16, 2027. If there is a change in control prior to September 16, 2027, resulting in a per-share price equal to or in excess of the $15.00 and $17.50 share price milestones not previously met, then the Company shall issue the earnout shares to these shareholders. The shares are currently being held in escrow until the contingency is met and consist of 20,800,886 shares of Class A Common Stock, ExchangeCo Shares exchangeable for 55,611,718 shares of Class A Common Stock, and 1,963,750 shares of Class A Common Stock held by the Sponsor subject to forfeiture.
(3)  Consists of 42,049,887 shares of Class A Common Stock issuable under options outstanding, plus 8,046,073 shares of Class A Common Stock issuable under warrants outstanding, plus 1,763,708 restricted stock units outstanding. Excludes 676,243 restricted stock units that have market conditions.
(4)  Consists of 28,587,396 shares of Class A Common Stock issuable under options that are subject to the same earnout conditions set forth in footnote (2) above.
(5)  The Company has two classes of non-economic, voting shares that are issued solely for voting purposes: (i) shares of Class C Common Stock which are issued in "tandem" with each ExchangeCo Share on a one-for-one basis, 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 and (ii) shares of Class D Common Stock, with each share carrying 11.2663 votes per share but are otherwise non-economic, held by the Company's founder Chris Pavlovski.

Conference Call Webcast Information

Rumble will host a conference call at 11:00 a.m. Eastern Time today, Tuesday, March 25, 2025, to discuss its quarterly results. Access to the live webcast and replay of the conference call will be available here and on Rumble's Investor Relations website at investors.rumble.com under 'News & Events.’

Notes on KPIs

Monthly Active Users ("MAUs").

We use MAUs as a measure of audience engagement to help us understand the volume of users engaged with our content on a monthly basis. MAUs represent the total web, mobile app, and connected TV users of Rumble for each month, which allows us to measure our total user base calculated from data provided by Google, a third-party analytics provider. Google defines “active users” as the “[n]umber of distinct users who visited your website or application.” We have used the Google analytics systems since we first began publicly reporting MAU statistics, and the resulting data have not been independently verified.

As of July 1, 2023, Universal Analytics (“UA”), Google’s analytics platform on which we historically relied for calculating MAUs using company-set parameters, was phased out by Google and ceased processing data. At that time, Google Analytics 4 (“GA4”) succeeded UA as Google’s next-generation analytics platform, which has been used to determine MAUs since the third quarter of 2023 and which we expect to continue to use to determine MAUs in future periods. Although Google has disclosed certain information regarding the transition to GA4, Google does not currently make available sufficient information relating to its new GA4 algorithm for us to determine the full effect of the switch from UA to GA4 on our reported MAUs. Because Google has publicly stated that metrics in UA “may be more or less similar” to metrics in GA4, and that “[i]t is not unusual for there to be apparent discrepancies” between the two systems, we are unable to determine whether the transition from UA to GA4 has had a positive or negative effect, or the magnitude of such effect, if any, on our reported MAUs. It is therefore possible that MAUs that we reported based on the UA methodology for periods prior to July 1, 2023, cannot be meaningfully compared to MAUs based on the GA4 methodology in subsequent periods.

Average Revenue Per User (“ARPU”)

We use ARPU as a measure of our ability to monetize our user base. Quarterly ARPU is calculated as quarterly Audience Monetization revenue divided by MAUs for the relevant quarter (the latter as reported by Google Analytics). ARPU does not include Other Initiatives revenue.

About Rumble

Rumble is a high-growth video platform and cloud services provider that is creating an independent infrastructure. Rumble's mission is to restore the internet to its roots by making it free and open once again. For more information, visit corp.rumble.com.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. We use the non-GAAP financial measure of Adjusted EBITDA, which is defined as net income (loss) excluding interest income (expense), net, other income (expense), net, provision for income taxes, depreciation and amortization, share-based compensation expense, acquisition-related expense, change in fair value of warrants, change in fair value of contingent consideration, and change in the fair value of derivative. The Company’s management believes that it is important to consider Adjusted EBITDA, in addition to net income (loss), as it helps identify trends in our business that could otherwise be masked by the effect of the gains and losses that are included in net income (loss) but excluded from Adjusted EBITDA.

Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), the nearest GAAP equivalent. As a result of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income (loss) and our other financial results presented in accordance with GAAP.

Forward-Looking Statements

Certain statements in this press release and the associated conference call constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements contained in this press release that are not historical facts are forward-looking statements and include, for example, results of operations, financial condition and cash flows (including revenues, operating expenses, and net income (loss)); our ability to meet working capital needs and cash requirements over the next 12 months; and our expectations regarding future results and certain key performance indicators. Certain of these forward-looking statements can be identified by using words such as “anticipates,” “believes,” “intends,” “estimates,” “targets,” “expects,” “endeavors,” “forecasts,” “could,” “will,” “may,” “future,” “likely,” “on track to deliver,” “on a trajectory,” “continues to,” “looks forward to,” “is primed to,” “plans,” “projects,” “assumes,” “should” or other similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties, and our actual results could differ materially from future results expressed or implied in these forward-looking statements. The forward-looking statements included in this release are based on our current beliefs and expectations of our management as of the date of this release. These statements are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements include our ability to grow and manage future growth profitably over time, maintain relationships with customers, compete within our industry and retain key employees; the possibility that we may be adversely impacted by economic, business, and/or competitive factors; our limited operating history makes it difficult to evaluate our business and prospects; our recent and rapid growth may not be indicative of future performance; we may not continue to grow or maintain our active user base, and may not be able to achieve or maintain profitability; risks relating to our ability to attract new advertisers, or the potential loss of existing advertisers or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets; our cloud business may not achieve success, and, as a result, our business, financial condition and results of operations could be adversely affected; negative media campaigns may adversely impact our financial performance, results of operations, and relationships with our business partners, including content creators and advertisers; spam activity, including inauthentic and fraudulent user activity, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators; we collect, store, and process large amounts of user video content and personal information of our users and subscribers and, if our security measures are breached, our sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing our content or using our services, our business and operating results could be harmed, and we could face governmental investigations and legal claims from users and subscribers; our recently implemented Bitcoin treasury strategy exposes us to various risks associated with holding Bitcoin; we may fail to comply with applicable privacy laws, subjecting us to liability and damages; our cloud services business operates in a highly regulated environment, subject to a complex and rapidly evolving array of domestic and international laws, regulations, and industry standards governing data privacy, cybersecurity, data localization, and cross-border data transfers; we are subject to cybersecurity risks and interruptions or failures in our information technology systems and as we grow and gain recognition, we will likely need to expend additional resources to enhance our protection from such risks, although notwithstanding our efforts, a cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss; we may be found to have infringed on the intellectual property of others, which could expose us to substantial losses or restrict our operations; we may face liability for hosting a variety of tortious or unlawful materials uploaded by third parties, notwithstanding the liability protections of Section 230 of the Communications Decency Act of 1996; we may face negative publicity for removing, or declining to remove, certain content, regardless of whether such content violated any law; paid endorsements by our content creators may expose us to regulatory risk, liability, and compliance costs, and, as a result, may adversely affect our business, financial condition and results of operations; our traffic growth, engagement, and monetization depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers and standards, including mobile operating systems, networks, and standards that we do not control; our business depends on continued and unimpeded access to our content and services on the internet and, if we or those who engage with our content experience disruptions in internet service, or if internet service providers are able to block, degrade or charge for access to our content and services, we could incur additional expenses and the loss of traffic and advertisers; we face significant market competition, and if we are unable to compete effectively with our competitors for traffic and advertising spend, our business and operating results could be harmed; we rely on data from third parties to calculate certain of our performance metrics and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business; changes to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue; we derive the majority of our revenue from advertising and the failure to attract new advertisers, the loss of existing advertisers, or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets would adversely affect our business; we depend on third-party vendors, including internet service providers, advertising networks, and data centers, to provide core services; hosting and delivery costs may increase unexpectedly; we have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, and these arrangements may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by the applicable content creator but rather are based on our modeled financial projections for that creator, which if not satisfied may adversely impact our financial performance, results of operations and liquidity; we may be unable to develop or maintain effective internal controls; we have identified a material weakness in our internal control over financial reporting as of December 31, 2024, and if we are unable to remediate this material weakness, we may not be able to accurately or timely report our financial condition or results of operations; potential diversion of management’s attention and consumption of resources as a result of acquisitions of other companies and success in integrating and otherwise achieving the benefits of recent and potential acquisitions; we may fail to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows; changes in tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new tax legislation, or exposure to additional tax liabilities may adversely impact our financial results; compliance obligations imposed by new privacy laws, laws regulating online video sharing platforms, other online platforms, and online speech in certain jurisdictions in which we operate, or industry practices may adversely affect our business; and those additional risks, uncertainties and factors described in more detail under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, and in our other filings with the Securities and Exchange Commission. We do not intend, and, except as required by law, we undertake no obligation, to update any of our forward-looking statements after the issuance of this release to reflect any future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Rumble on Social Media

Investors and others should note that we announce material financial and operational information to our investors using our investor relations website (investors.rumble.com), press releases, SEC filings and public conference calls and webcasts. We also intend to use certain social media accounts as a means of disclosing information about us and our services and to comply with our disclosure obligations under Regulation FD: the @rumblevideo X (formerly Twitter) account (x.com/rumblevideo), the @rumble TRUTH Social account (truthsocial.com/@rumble), the @chrispavlovski X (formerly Twitter) account (x.com/chrispavlovski), and the @chris TRUTH Social account (truthsocial.com/@chris), which Chris Pavlovski, our Chairman and Chief Executive Officer, also uses as a means for personal communications and observations. The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following our press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of disclosing the information described above may be updated from time to time as listed on our investor relations website.

For investor inquiries, please contact:

Shannon Devine
MZ Group, MZ North America
203-741-8811
investors@rumble.com

Source: Rumble Inc.