Share-Based Compensation Expense

6 Months Ended

Jun. 30, 2026

Share-Based Compensation Expense [Abstract]

Share-Based Compensation Expense

17. 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 the Company’s 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”).

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.

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.

Share-based compensation expenses are summarized as follows:

		Three months ended June 30,								Six months ended June 30,
		2026				2025				2026				2025
Restricted stock units		$	2,464,905			$	2,848,751			$	4,239,504			$	6,964,276
Stock options			3,602,747				2,511,511				6,073,080				7,057,360
Employee stock purchase plan			10,810				19,032				27,021				42,461
Pre-funded warrants			729,730				-				1,702,703				-
Stock options in NCI			322,025				-				322,025				-
		$	7,130,217			$	5,379,294			$	12,364,333			$	14,064,097

Restricted Stock Units

The following table reflects the continuity of unvested restricted stock units (“RSUs”) transactions:

		Service Conditions
		Number				Weighted Average Grant Date Fair Value
Outstanding, December 31, 2025			1,851,200			$	7.36
Granted			3,076,862				5.31
Vested			(1,024,610	)			7.08
Forfeited			(216,193	)			6.68
Outstanding, June 30, 2026			3,687,259			$	5.76

		Market Conditions
		Number				Weighted Average Grant Date Fair Value
Outstanding, December 31, 2025			400,000			$	2.74
Granted			-				-
Vested			-				-
Forfeited			(400,000	)			2.74
Outstanding, June 30, 2026			-			$	-

		Performance Conditions
		Number				Weighted Average Grant Date Fair Value
Outstanding, December 31, 2025			161,551			$	8.51
Granted			52,530				5.71
Vested			-				-
Forfeited			(161,551	)			8.51
Outstanding, June 30, 2026			52,530			$	5.71

As of June 30, 2026, 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 condensed consolidated interim financial statements.

The following table reflects additional information related to RSUs activity:

		As of June 30, 2026
		Service Conditions				Market Conditions				Performance Conditions
Unrecognized compensation cost		$	18,336,772			$	-			$	299,946
Weighted-average service period for unrecognized compensation cost			2.71				-				-
Grant date fair value of RSUs		$	16,331,320			$	-			$	299,946

Stock Options

The fair value of the stock options was determined using either a Black-Scholes option pricing model or 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:

		Six Months Ended June 30, 2026
Share price		$	5.01-$6.37
Exercise price		$	5.01-$6.37
Risk-free interest rate			3.83%-4.15	%
Volatility			63%-69	%
Expected life			6.00-6.75 years
Dividend rate			0.00	%

The following table reflects the continuity of stock option transactions:

		Service Conditions
		Number				Weighted Average Exercise Price
Outstanding, December 31, 2025			43,227,838			$	1.48
Granted			6,766,020				5.18
Exercised			(464,247	)			5.96
Forfeited			(216,538	)			7.51
Cancelled			(22,944	)			8.20
Outstanding, June 30, 2026			49,290,129			$	1.92

Vested and exercisable, June 30, 2026			38,961,151			$	0.88

During the six months ended June 30, 2026 and 2025, the Company recorded incremental share-based compensation expense of $nil and $2,805,952, respectively, related to the modification of stock option awards of an officer who experienced changes in employment, which accelerated the vesting of all unvested options and extended the post-termination exercise period.

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 June 30, 2026, the aggregate intrinsic value of options outstanding was $228,373,932 and the aggregate intrinsic value of the options vested and exercisable was $219,925,054.

The following table reflects additional information related to options activity:

		As of June 30, 2026
		Service Conditions
Unrecognized compensation cost		$	34,559,671
Weighted-average service period for unrecognized compensation cost			0.79
Weighted-average grant date fair value of options outstanding		$	3.41

Employee Stock Purchase Plan

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 ending 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 trading day of the offering period or the last trading day of the purchase period.

The fair value of the Employee Stock Purchase Plan was determined using Black-Scholes option pricing model. The following table reflects the assumptions made:

		Six Months Ended June 30, 2026
Share price		$	6.37
Risk-free interest rate			3.58	%
Volatility			49.5	%
Expected life			0.49 years
Dividend rate			0.00	%

The following table reflects additional information related to options:

		As of June 30, 2026 Service Conditions
Unrecognized compensation cost		$	-
Weighted-average service period for unrecognized compensation cost			0.00 years
Grant date fair value of ESPPs		$	$30,294

Pre-Funded Warrants Issued in Connection with Service Agreement

The Company issued pre-funded warrants in connection with a service agreement. The pre-funded warrants are exercisable for shares of the Company’s Class A Common Stock at a nominal exercise price and vests in equal quarterly installments over a three-year period, subject to continued performance of services.

			Service Conditions
			Number				Weighted Average Exercise Price
Outstanding, December 31, 2025			-			$	-
Granted			1,412,873				6.37
Vested			(235,479	)			6.37
Forfeited			-				-
Outstanding, June 30, 2026			1,177,394			$	6.37

The following table reflects additional information related to the pre-funded warrants:

		As of June 30, 2026
		Service Conditions
Unrecognized compensation cost		$	7,297,297
Weighted-average service period for unrecognized compensation cost			2.50
Grant date fair value of pre-funded warrants		$	9,000,000