v3.25.4
Shareholders’ Equity (Deficit)
 12 Months Ended
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.