v3.25.4

Share-Based Compensation Expense | 12 Months Ended
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Dec. 31, 2025
Share-Based Compensation Expense [Abstract] |
Share-Based Compensation Expense |
14. | Share-Based Compensation Expense
The Company’s stock award plans consist of: Rumble Inc. Amended and Restated Stock Option Plan The Company maintains a long-term incentive plan, the Rumble Inc. Amended and Restated Stock Option Plan (the “Stock Option Plan”). The Stock Option Plan governs the terms and conditions of the outstanding awards previously granted under the Stock Option Plan, as well as all options to purchase Legacy Rumble Class A common shares or Legacy Rumble Class B common shares which were converted into options to purchase shares of Class A Common Stock in connection with the business combination (the “Business Combination”) contemplated by that certain business combination agreement, dated December 1, 2021, by and between CF Acquisition Corp. VI, a Delaware corporation, and Rumble Inc., a corporation formed under the laws of the Province of Ontario Canada (“Legacy Rumble”). As of December 31, 2025, there were 58,165,382 shares of Class A Common Stock authorized and reserved for issuance under the Stock Option Plan. Rumble Inc. 2022 Stock Incentive Plan The Rumble Inc. 2022 Stock Incentive Plan (the “Stock Incentive Plan”) was approved by the board of directors and the stockholders of the Company, and became effective on September 16, 2022. The Company initially reserved 27,121,733 shares of Common Stock for issuance under the Stock Incentive Plan, subject to a ten-year evergreen feature. As of December 31, 2025, there were 40,360,468 shares of Class A Common Stock authorized and reserved for under the Stock Incentive Plan. Rumble Inc. 2024 Employee Stock Purchase Plan The Rumble Inc. 2024 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) was approved by the board of directors and the stockholders of the Company, and became effective on March 26, 2024. The Company initially reserved 1,500,000 shares of Common Stock for issuance under the Employee Stock Purchase Plan. As of December 31, 2025, there were 1,811,911 shares of Class A Common Stock authorized and reserved for under the Employee Stock Purchase Plan. Share-based compensation expenses are summarized as follows:
|  | Year Ended December 31, |
|  | 2025 |  |  | 2024 |
Restricted stock units |  | $ | 11,789,134 |  |  | $ | 16,902,835 |
Stock options |  |  | 11,972,109 |  |  |  | 6,076,216 |
Rights to contingent consideration |  |  | - |  |  |  | 835,712 |
Employee stock purchase plan |  |  | 75,538 |  |  |  | - |
|  | $ | 23,836,781 |  |  | $ | 23,814,763 |
Restricted Stock Units The fair value of the restricted stock units with market conditions was determined using a Monte Carlo simulation methodology that included simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model. The following table reflects the assumptions made:
|  | Year Ended December 31, |
|  | 2025 |  | 2024 |
Share price |  | N/A |  | $ | 5.95-$7.24 |
Exercise price |  | N/A |  |  | 4.08%-5.03 | %
Risk-free interest rate |  | N/A |  |  | 65 | %
Volatility |  | N/A |  |  | 1.00-2.00 years |
Expected life |  | N/A |  |  | 0.00 | %
Dividend rate |  | N/A |  | $ | 5.95-$7.24 |
The following tables reflect the continuity of unvested restricted stock units (“RSUs”) transactions:
|  | Service Conditions |
|  | Number |  |  | Weighted Average Grant Date Fair Value |
Outstanding, December 31, 2024 |  |  | 2,226,775 |  |  | $ | 8.24 |
Granted |  |  | 999,831 |  |  |  | 7.93 |
Vested |  |  | (1,253,891 | ) |  |  | 9.86 |
Forfeited/ Cancelled |  |  | (121,515 | ) |  |  | 7.12 |
Outstanding, December 31, 2025 |  |  | 1,851,200 |  |  | $ | 7.36 |
During December 31, 2025, the Company modified the terms of RSU awards by accelerating vesting of all unvested RSUs for certain officers and directors. The Company recorded an incremental share-based compensation expense of $1,053,989 and $nil for the years ended December 31, 2025 and 2024, respectively.
|  | Market Conditions |
|  | Number |  |  | Weighted Average Grant Date Fair Value |
Outstanding, December 31, 2024 |  |  | 676,243 |  |  | $ | 2.48 |
Granted |  |  | - |  |  |  | - |
Vested |  |  | - |  |  |  | - |
Forfeited/ Cancelled |  |  | (276,243 | ) |  |  | 2.10 |
Outstanding, December 31, 2025 |  |  | 400,000 |  |  | $ | 2.74 |
As of December 31, 2025, the Company has outstanding RSUs that have market-based vesting conditions if the closing price of the Company’s Class A Common Stock is greater than or equal to a specified price for a period of 20 trading days during any 30 trading-day period.
|  | Performance Conditions |
|  | Number |  |  | Weighted Average Grant Date Fair Value |
Outstanding, December 31, 2024 |  |  | - |  |  | $ | - |
Granted |  |  | 161,551 |  |  |  | 8.51 |
Vested |  |  | - |  |  |  | - |
Forfeited/ Cancelled |  |  | - |  |  |  | - |
Outstanding, December 31, 2025 |  |  | 161,551 |  |  | $ | 8.51 |
As of December 31, 2025, the Company has determined that it is not probable that the conditions related to the performance-based restricted stock units will be met, and therefore, the Company has not recognized the related expense in the consolidated financial statements The following table reflects additional information related to RSUs activity:
|  | As of December 31, 2025 |
|  | Service Conditions |  |  | Market Conditions |  |  | Performance Conditions |
Unrecognized compensation cost |  | $ | 7,475,361 |  |  | $ | 311,717 |  |  | $ | 1,374,799 |
Weighted-average service period for unrecognized compensation cost |  |  | 0.98 years |  |  |  | 0.46 years |  |  |  | - |
Grant date fair value of RSUs |  | $ | 13,620,727 |  |  | $ | 1,097,541 |  |  | $ | 1,374,799 |
Stock Options The fair value of the stock options was determined using a Black-Scholes option pricing model. The following table reflects the assumptions made:
|  | Year Ended December 31, |
|  | 2025 |  |  | 2024 |
Share price |  |  | $7.15-$8.80 |  |  |  | $5.61-$7.13 |
Exercise price |  |  | $7.15-$8.80 |  |  |  | $5.61-$7.13 |
Risk-free interest rate |  |  | 3.82%-4.28 | % |  |  | 3.81%-4.35 | %
Volatility |  |  | 63%-65 | % |  |  | 62%-64 | %
Expected life |  |  | 6.00-6.25 years |  |  |  | 5.00-6.25 years |
Dividend rate |  |  | 0.00 | % |  |  | 0.00 | %
The following tables reflect the continuity of stock option transactions:
|  | Service Conditions |
|  | Number |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Term (in years) |
Outstanding, December 31, 2024 |  |  | 62,285,572 |  |  | $ | 0.80 |  |  |  |  |
Granted |  |  | 2,511,539 |  |  |  | 4.73 |  |  |  |  |
Exercised |  |  | (21,260,572 | ) |  |  | 0.14 |  |  |  |  |
Forfeited |  |  | (283,415 | ) |  |  | 7.24 |  |  |  |  |
Cancelled |  |  | (25,286 | ) |  |  | 9.25 |  |  |  |  |
Outstanding, December 31, 2025 |  |  | 43,227,838 |  |  | $ | 1.48 |  |  |  | 13.44 |
Vested and exercisable, December 31, 2025 |  |  | 37,865,399 |  |  | $ | 0.67 |  |  |  | 14.11 |
During the year ended December 31, 2025, the Company modified the terms of stock option awards of certain officers and directors who experienced changes in employment, by accelerating vesting of all unvested options and/or extending the post-termination exercise period. The Company recorded an incremental share-based compensation expense of $2,805,952 and $nil for the years ended December 31, 2025 and 2024, respectively.
|  | Performance Conditions |
|  | Number |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Term (in years) |
Outstanding, December 31, 2024 |  |  | 580,139 |  |  | $ | 7.13 |  |  |  |  |
Granted |  |  | - |  |  |  | - |  |  |  |  |
Exercised |  |  | - |  |  |  | - |  |  |  |  |
Forfeited |  |  | (580,139 | ) |  |  | 7.13 |  |  |  |  |
Cancelled |  |  | - |  |  |  | - |  |  |  |  |
Outstanding, December 31, 2025 |  |  | - |  |  | $ | - |  |  |  | - |
Vested and exercisable, December 31, 2025 |  |  | - |  |  | $ | - |  |  |  | - |
During the year ended December 31, 2025, all outstanding performance-based stock options were forfeited without the performance conditions being met, and therefore, the Company has not recognized the related expense in the consolidated statement of operations. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s Class A Common Stock for those stock options that had exercise prices lower than the fair value of the Company’s Class A Common Stock. As of December 31, 2025, the aggregate intrinsic value of options outstanding was $220,190,924 and the aggregate intrinsic value of the options vested and exercisable was $219,558,483. The following table reflects additional information related to options activity:
|  | As of December 31, 2025 |
|  | Service Conditions |  |  | Performance Conditions |
Unrecognized compensation cost |  | $ | 18,715,459 |  |  | $ | - |
Weighted average service period for unrecognized compensation cost |  |  | 0.38 years |  |  |  | - |
Grant date fair value of options |  | $ | 1.05 |  |  | $ | - |
Rights to Contingent Consideration In connection with the acquisition of Callin in May 2023, the Company was required to replace unvested options, unvested series FF preferred shares, and restricted common stock held by continuing employees of Callin with a right to receive contingent consideration. If the underlying contingencies were met, the obligation would be satisfied by the issuance of shares of the Company’s Class A Common Stock. In addition, two of the contingent consideration tranches were dependent on one selling shareholder providing services to the Company. Rights to contingent consideration that were issued to non-accredited investors were settled in cash at $8.92 per share. The fair value of the rights allocated to post-combination services was $5,941,563. Certain milestones were met during the year ended December 31, 2024. As a result, 145,049 shares of Class A Common Stock were issued and $2,284,085 of cash was paid to settle the rights to contingent consideration. Additionally, retention payment 2 was not met resulting in a reversal of $1,105,393 in share-based compensation expense. Share-based compensation expense related to the rights to contingent consideration of $nil and $835,712 was recognized in the consolidated statements of operations during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, there was no unrecognized compensation cost related to rights with a service only condition. Employee Stock Purchase Plan The first offering period of the Company’s Employee Stock Purchase Plan began on January 1, 2025. The Employee Stock Purchase Plan allows eligible employees to purchase shares of the Company’s Class A Common Stock at a discount through payroll deductions of up to 15%, subject to any plan limitations. The Employee Stock Purchase Plan provides for six-month offering periods. The offering periods are scheduled to start on the first trading day on or after January 1 and July 1, and end on the last trading day on or before June 30 and December 31, respectively. Employees are able to purchase shares at 90% of the lower of the fair market value of the Company’s Class A Common Stock on the first or last trading day of the offering period. The fair value of the shares granted under the Employee Stock Purchase Plan was determined using the Black-Scholes option pricing model. The following table reflects the assumptions made:
|  | Year Ended December 31, |
|  | 2025 |  |  | 2024 |
Share price |  |  | $9.16-$12.40 |  |  |  | N/A |
Exercise price |  |  | 4.25%-4.29 | % |  |  | N/A |
Risk-free interest rate |  |  | 53%-65 | % |  |  | N/A |
Volatility |  |  | 0.50 years |  |  |  | N/A |
Expected life |  |  | 0 | % |  |  | N/A |
Dividend rate |  |  | $9.16-$12.40 |  |  |  | N/A |
As of December 31, 2025, the Company’s employees purchased 24,107 shares of Class A Common Stock under the Employee Stock Purchase Plan.

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