v3.25.2
Share-Based Compensation Expense
6 Months Ended
Jun. 30, 2025
Share-Based Compensation Expense [Abstract]  
Share-Based Compensation Expense
12.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”).

 

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.

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, 2024   2,226,775   $8.24 
Granted   884,758    8.03 
Vested   (837,627)   6.60 
Forfeited   (78,584)   6.45 
Cancelled   
-
    
-
 
Outstanding, June 30, 2025   2,195,322   $9.26 

 

During the six months ended June 30, 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 $nil and $nil for the three months ended June 30, 2025 and 2024, respectively. The Company recorded an incremental share-based compensation expense of $1,053,989 and $nil for the six months ended June 30, 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, June 30, 2025   400,000   $2.74 

 

As of June 30, 2025, the Company has RSUs outstanding 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, June 30, 2025   161,551   $8.51 

As of June 30, 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 condensed consolidated interim statements of operations.

 

The following table reflects additional information related to RSUs:

 

   As of June 30, 2025 
   Service Conditions   Market Conditions   Performance Conditions 
Unrecognized compensation cost  $11,593,164   $868,977   $1,374,799 
Weighted-average service period for unrecognized compensation cost   1.95 years    0.96 years      
Grant date fair value of RSUs  $20,388,026   $1,097,541   $1,374,799 

 

Stock Options

 

The following table reflects the continuity of stock option transactions:

 

   Service Conditions 
   Number   Weighted Average Exercise Price 
Outstanding, December 31, 2024   62,285,572   $0.28 
Granted   2,462,417    4.74 
Vested   (984,313)   5.33 
Exercised   (20,906,170)   4.62 
Forfeited   (206,967)   7.30 
Cancelled   (3,480)   9.79 
Outstanding, June 30, 2025   43,631,372   $1.50 
           
Vested and exercisable   37,810,151   $0.62 

 

During the six months ended June 30, 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 $13,523 and $nil for the three months ended June 30, 2025 and 2024, respectively. The Company recorded an incremental share-based compensation expense of $2,805,952 and $nil for the six months ended June 30, 2025 and 2024, respectively.

   Performance Conditions 
   Number   Weighted Average Exercise Price 
Outstanding, December 31, 2024   580,139   $7.13 
Granted   
-
    
-
 
Vested   
-
    
-
 
Exercised   
-
    
-
 
Forfeited   
-
    
-
 
Cancelled   
-
    
-
 
Outstanding, June 30, 2025   580,139   $7.13 
           
Vested and exercisable   
-
   $
-
 

 

As of June 30, 2025, the Company has determined that it is not probable that the conditions related to the performance-based stock options will be met, and therefore, the Company has not recognized the related expense in the condensed consolidated interim 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 June 30, 2025, the aggregate intrinsic value of options outstanding was $328,121,910 and the aggregate intrinsic value of the options vested and exercisable was $317,254,860.

 

The following table reflects additional information related to options:

 

   As of June 30, 2025 
   Service Conditions   Performance Conditions 
Unrecognized compensation cost  $23,988,360   $2,453,988 
Weighted-average service period for unrecognized compensation cost   0.70 years      
Weighted-average grant date fair value of options outstanding   $ 1.06  per   share    $  4.23 per share 

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 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:

 

   For the six months ended June 30, 2025 
Share price  $12.40 
Risk-free interest rate   4.25%
Volatility   65%
Expected life   0.50 years 
Dividend rate   0.00%

 

Share-based compensation expense recognized in the condensed consolidated interim statements of operations related to the Employee Stock Purchase Plan was $21,078 and $nil for the three months ended June 30, 2025 and 2024, respectively. Share-based compensation expense recognized in the condensed consolidated interim statements of operations related to the Employee Stock Purchase Plan was $46,202 and $nil for the six months ended June 30, 2025 and 2024, respectively.

 

As of June 30, 2025, the Company’s employees purchased 15,996 shares of Class A Common Stock under the Employee Stock Purchase Plan.

 

Rights to Contingent Consideration

 

Share-based compensation expense recognized in the condensed consolidated interim statements of operations related to the rights to contingent consideration was $nil and $310,201 for the three months ended June 30, 2025 and 2024, respectively. Share-based compensation expense recognized in the condensed consolidated interim statements of operations related to the rights to contingent consideration was $nil and $2,033,781 for the six months ended June 30, 2025 and 2024, respectively.