v3.25.4

Shareholders’ Equity (Deficit) | 12 Months Ended
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Dec. 31, 2025
Shareholders’ Equity (Deficit) [Abstract] |
Shareholders’ Equity (Deficit) |
13. | Shareholders’ Equity (Deficit)
The Company is authorized to issue 1,000,000,000 shares, consisting of:
| (i) | 700,000,000 shares of Class A Common Stock with a par value of $0.0001 per share;
| (ii) | 170,000,000 shares of Class C Common Stock with a par value of $0.0001 per share;
| (iii) | 110,000,000 shares of Class D Common Stock with a par value of $0.0001 per share; and
| (iv) | 20,000,000 shares of preferred stock with a par value of $0.0001 per share.
The following shares of common stock are issued and outstanding at:
|  | As of December 31, |
|  | 2025 |  |  | 2024 |
|  | Number |  |  | Amount |  |  | Number |  |  | Amount |
Class A Common Stock |  |  | 215,736,576 |  |  | $ | 751,491 |  |  |  | 118,808,857 |  |  | $ | 741,799 |
Class C Common Stock (and its corresponding ExchangeCo Share) |  |  | 123,690,470 |  |  |  | 12,369 |  |  |  | 165,153,621 |  |  |  | 16,515 |
Class D Common Stock |  |  | 95,791,120 |  |  |  | 9,579 |  |  |  | 105,782,403 |  |  |  | 10,578 |
|  |  |  |  |  | $ | 773,439 |  |  |  |  |  |  | $ | 768,892 |
Class A Common Stock Authorized The Company is authorized to issue 700,000,000 shares with a par value of $0.0001 per share. Issued and outstanding The holders of shares of Class A Common Stock are entitled to one vote for each share of Class A Common Stock held at any meeting of shareholders of the Company. The holders of Class A Common Stock are entitled to receive dividends and other distributions declared or paid by the Company. The holders of Class A Common Stock are entitled to receive the remaining property of the Company upon liquidation, dissolution, or winding-up, whether voluntary or involuntary, and any other distribution of assets of the Company among its shareholders for the purpose of winding-up of its affairs subject to the rights of the preferred shares.
|  | Number of Class A Common Stock |
Balance December 31, 2024 |  |  | 118,808,857 |
Issuance of Class A Common Stock in exchange for Class C Common Shares (and corresponding ExchangeCo Share) |  |  | 41,463,151 |
Issuance of Class A Common Stock in connection with Tether transaction |  |  | 33,333,333 |
Issuance of Class A Common Stock upon exercise of stock options and warrants, as well as vesting of restricted stock units, net of share settlement |  |  | 22,107,128 |
Issuance of Class A Common Stock under ESPP |  |  | 24,107 |
Balance December 31, 2025 |  |  | 215,736,576 |
|  | Number of Class A Common Stock |
Balance December 31, 2023 |  |  | 114,926,700 |
Issuance of Class A Common Stock in connection with Callin acquisition |  |  | 836,292 |
Issuance of Class A Common Stock upon exercise of stock options and warrants, as well as vesting of restricted stock units, net of share settlement |  |  | 2,845,865 |
Issuance of Class A Common Stock in exchange for Class C Common Shares (and corresponding ExchangeCo Share) |  |  | 200,000 |
Balance December 31, 2024 |  |  | 118,808,857 |
Former holders of the Legacy Rumble’s common shares are eligible to receive up to an aggregate of 105,000,000 additional shares of the Company’s Class A Common Stock, of which 76,412,604 shares are currently held in escrow and 28,587,396 shares will become issuable under options when the contingency is met. Similarly, the Sponsor’s common shares are eligible to receive up to an aggregate of 1,963,750 additional shares of the Company’s Class A Common Stock and will be issued when the contingency is met. The holders are eligible to the shares if the closing price of the Company’s 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 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 the holders. Class C Common Stock (and corresponding ExchangeCo Share) Authorized The Company is authorized to issue 170,000,000 shares with a par value of $0.0001 per share. Issued and outstanding The holders of shares of Class C Common Stock are entitled to one vote for each share of Class C Common Stock held at any meeting of shareholders of the Company. The holders of Class C Common Stock are not entitled to receive dividends and other distributions declared or paid by the Company. The holders of shares of Class C Common Stock are not entitled to receive the remaining property of Company upon liquidation, dissolution, or winding-up, whether voluntary or involuntary, and any other distribution of assets of the Company among its shareholders for the purpose of winding-up of its affairs subject to the rights of the preferred shares and Class A Common Stock. The Company’s indirect, wholly owned Canadian subsidiary 1000045728 Ontario Inc. (“ExchangeCo”) has 123,690,470 exchangeable shares (“ExchangeCo Shares”) outstanding at December 31, 2025 that are exchangeable at any time by the holder on a one-to-one basis into Class A Common Stock. The ExchangeCo Shares are entitled to any dividends that are declared on Class A Common Stock and participate in liquidation on the same basis as the holders of Class A Common Stock. Each ExchangeCo Share is issued “in tandem” with one share of Class C Common Stock. At the time an ExchangeCo Share is exchanged by the holder, the Company will issue one share of Class A Common Stock and the ExchangeCo Share and corresponding Class C Common Stock are cancelled. The ExchangeCo Share and the related share of Class C Common Stock cannot be separated. The Company views each ExchangeCo Share and its corresponding share of Class C Common Stock as one unit of account that is economically similar to a share of Class A Common Stock.
|  | Number of Class C Common Stock (and corresponding ExchangeCo Share) |
Balance December 31, 2024 |  |  | 165,153,621 |
Issuance of Class A Common Stock in exchange for Class C Common Stock (and corresponding ExchangeCo Share) |  |  | (41,463,151 | )
Balance December 31, 2025 |  |  | 123,690,470 |
|  | Number of Class C Common Stock (and corresponding ExchangeCo Share) |
Balance December 31, 2023 |  |  | 165,353,621 |
Issuance of Class A Common Stock in exchange for Class C Common Stock (and corresponding ExchangeCo Share) |  |  | (200,000 | )
Balance December 31, 2024 |  |  | 165,153,621 |
Class D Common Stock Authorized The Company is authorized to issue 110,000,000 shares with a par value of $0.0001 per share. Issued and outstanding The holders of shares of Class D Common Stock are entitled to 11.2663 votes for each share of Class D Common Stock held at any meeting of shareholders of the Company. The holders of shares of Class D Common Stock are not entitled to receive dividends and other distributions declared or paid by the Company. The holders of shares of Class D Common Stock are not entitled to receive the remaining property of Company upon liquidation, dissolution, or winding-up, whether voluntary or involuntary, and any other distribution of assets of the Company among its shareholders for the purpose of winding-up of its affairs subject to the rights of the preferred shares and Class A Common Stock.
|  | Number of Class D Common Stock |
Balance December 31, 2023 and 2024 |  |  | 105,782,403 |
Cancellation of Class D Common Stock |  |  | (9,991,283 | )
Balance December 31, 2025 |  |  | 95,791,120 |
As discussed in Note 12, in connection with a shareholder’s sale of shares of Class A Common Stock pursuant to the Company’s self-tender offer, which closed on February 7, 2025, an equivalent number of shares of Class D Common Stock held by the shareholder were cancelled.

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