Exhibit 99.2

 

 

 

 

 

Contents

 

Interim Consolidated Statement of Comprehensive Income for the Three Months Ended   2
     
Interim Consolidated Statement of Financial Position as at   3
     
Interim Consolidated Statement of Changes in Equity for the Three Months Ended   4
     
Interim Consolidated Statement of Cash Flows for the Three Months Ended   5
     
Selected Explanatory Notes to the Interim Group Financial Statements   6–20

 

1

 

 

Interim Consolidated Statement of Comprehensive

Income for the Three Months Ended

 

EUR '000 unless stated otherwise  Notes   3/31/2026   3/31/2025 
Revenue   2.1    42,519    40,189 
Other operating income        9,963    8,475 
Total income        52,482    48,664 
Cost of materials   2.2    -10,094    -5,430 
Personnel expenses   2.2    -9,019    -7,767 
Other operating expenses   2.2    -18,281    -12,796 
Total expenses        -37,394    -25,993 
Net unrealized foreign exchange losses       -90    -767 
Operating profit before depreciation and amortization – EBITDA   2.3    14,998    21,904 
Depreciation, amortization and impairment        -45,835    -48,529  
Operating result – EBIT        -30,837    -26,625 
Financial income   2.4    143    592 
Financial expenses   2.4    -9,387    -10,794 
Change in fair value of contingent consideration   2.4    -167,767     
Financial result        -177,011    -10,202 
Share of net result from investments accounted for using the equity method        -83      
Earnings before income taxes - EBT        -207,931    -36,827 
Income taxes        -6,991    -1,874  
Loss from continuing operations        -214,922    -38,701 
                
Discontinued operations               
Loss from discontinued operations   2.6        -11,843 
Loss for the quarter        -214,922    -50,544 
of which attributable to shareholders of Northern Data AG        -214,922    -50,544 
                
Other comprehensive income               
Exchange differences on translation of foreign operations        11,636    11,839 
Items that may be reclassified to profit or loss in the future        11,636    11,839 
Other comprehensive income        11,636    11,839 
                
Total comprehensive income        -203,286    -38,705 
of which attributable to shareholders of Northern Data        -203,286    -38,705 
                
Earnings per share   2.5           
Undiluted (in EUR)        -3.35    -0.79 
Diluted (in EUR)        -3.35    -0.79 

 

2

 

 

Interim Consolidated Statement of Financial Position as at

 

ASSETS in EUR ‘000  Notes   3/31/2026   12/31/2025 
Non-current assets        750,316    805,411 
Goodwill   3.1    13,376    13,376 
Other intangible assets   3.1    8,272    9,534 
Property, plant and equipment   3.2    573,302    623,352 
Right-of-use assets        116,360    117,006 
Investments accounted for using the equity method        9,531    9,614 
Other assets        16,151    16,432 
Deferred tax assets        13,324    16,097 
Current assets        337,946    455,583 
Trade receivables   2.1, 4.1    13,921    10,304 
Income tax receivables        5,100    4,246  
Contract assets   2.1    46,373    17,729 
Other assets        178,165    328,044  
Cash and cash equivalents   4.1    57,937    57,576 
Non-current assets held for sale   3.3    36,450    37,684 
Total assets        1,088,262    1,260,994 

 

EQUITY AND LIABILITIES in EUR ‘000  Notes   3/31/2026   12/31/2025 
Equity   3.4    241,341    442,213 
Subscribed capital        64,196    64,196 
Capital reserve        1,169,558    1,167,144 
Currency translation differences        -51,466    -63,102 
Retained earnings        -940,947    -726,025 
Non-current liabilities        721,705    718,892 
Borrowings   4.1    624,089    614,944 
Lease liabilities        95,608    101,060 
Provisions        5    5 
Deferred tax liabilities        198    204 
Other liabilities        1,805    2,679 
Current liabilities        125,216    99,889 
Lease liabilities        32,080    29,483 
Trade payables   4.1    12,863    12,269 
Contract liabilities   2.1    17,161     
Income tax liabilities        21,011    16,284 
Provisions        21    1,167 
Other liabilities        42,080    40,686 
Total liabilities and shareholders’ equity        1,088,262    1,260,994 

 

3

 

 

Interim Consolidated Statement of Changes in Equity for the Three Months Ended

 

EUR '000   Subscribed
capital
    Capital
reserve
    Fair value
reserve of
financial
assets at
FVOCI
    Currency
translation
differences
    Retained
earnings
    Total  
Balance on 1/1/2025     64,196       1,144,014       10,432       -19,623       -359,185       839,834  
Loss for the quarter                             -50,544       -50,544  
Currency translation                       11,839             11,839  
Other comprehensive income                       11,839             11,839  
Total comprehensive income                       11,839       -50,544       -38,705  
Share-based remuneration           3,926                         3,926  
Transactions with shareholders           3,926                         3,926  
Balance on 3/31/2025     64,196       1,147,940       10,432       -7,784       -409,729       805,055  
Balance on 1/1/2026     64,196       1,167,144             -63,102       -726,025       442,213  
Loss for the quarter                             -214,922       -214,922  
Currency translation                       11,636             11,636  
Other comprehensive income                       11,636             11,636  
Total comprehensive income                       11,636       -214,922       -203,286  
Share-based remuneration           2,414                         2,414  
Transactions with shareholders           2,414                         2,414  
Balance on 3/31/2026     64,196       1,169,558             -51,466       -940,947       241,341  

 

4

 

 

Interim Consolidated Statement of Cash Flows for the Three Months Ended

 

EUR '000  Notes   3/31/2026   3/31/2025 
Consolidated net income        -214,922    -50,544 
Depreciation and amortization of non-current assets   3.2    45,835    65,513 
Change in provisions        -1,150    -2,178 
Change in other non-cash expense/income        20,285    18,640 
Change in inventories, trade receivables and other assets not attributable to investing or financing activities        -44,720    -57,448 
Change in trade payables and other liabilities not attributable to investing or financing activities        16,861    21,767 
Cryptocurrency received for providing computing services            -28,395 
Cryptocurrency sold            29,047 
Loss on disposal of non-current assets        -1,859    -5,314 
Net finance expense   2.4    177,011    10,275 
Income tax expense        6,991    2,366 
Income tax payments            -1,086 
Cash flow from operating activities        4,332    2,643 
Proceeds from disposal of financial assets        3,208     
Payment made for acquisition of financial assets            -2,000 
Proceeds from disposal of property, plant and equipment        1,859    6,141 
Payments made for investments in property, plant and equipment   3.2    -849    -35,923 
Interest received        143    596 
Cash flow from investing activities        4,361    -31,186 
Outflows from the redemption of bonds and financial loans and liabilities from lease agreements        -5,965    -5,527 
Interest paid        -2,267    -10,387 
Cash flow from financing activities        -8,232    -15,914 
Cash-effective change in cash and cash equivalents        461    -44,457 
Currency-related change in cash and cash equivalents        -100    173 
Cash and cash equivalents at the beginning of the period        57,576    120,260 
Cash and cash equivalents at the end of the period        57,937    75,976 

 

5

 

 

Selected Explanatory Notes to the Interim Group Financial Statements

 

1. Information about the Group and basics of the preparation of the Group financial statements

 

1.1 Reporting company and basic principles of the preparation

 

Northern Data AG (hereinafter also referred to as the “Company”) is a listed stock corporation with its registered office in Frankfurt/Main, Germany. The business address is: An der Welle 3, 60322 Frankfurt/Main. Northern Data AG is registered with the Local Court of Frankfurt/Main (HRB 106 465). Northern Data AG and its subsidiaries are collectively referred to as the “Group”.

 

The Company prepares its Interim Group Financial Statements in accordance with International Financial Reporting Standards (IFRS) and the interpretations of the International Financial Reporting Standards Interpretations Committee (IFRIC), as adopted by the European Union, on a voluntary basis.

 

These Interim Group Financial Statements for the three months ended March 31, 2026 (comparative period: three months ended March 31, 2025) have been prepared in accordance with IAS 34 “Interim Financial Reporting”.

 

The accompanying notes are presented in a condensed form as permitted by IAS 34. The Interim Group Financial Statements should be read in conjunction with the Group’s Financial Statements for the financial year ended December 31, 2025, as the accounting policies applied as well as discretionary decisions and estimation of uncertainties are consistent with those described therein.

 

The Interim Group Financial Statements are prepared in Euro (EUR), which is the presentation currency. Unless stated otherwise, all figures are presented in EUR thousand. The tables and figures presented can contain differences due to rounding.

 

1.2 Principles of consolidation

 

These Interim Group Financial Statements as at and for the three months ended March 31, 2026 comprise Northern Data AG and its subsidiaries. The composition of the Group has not changed materially since December 31, 2025. For further details, see Notes 1.3.1 “Scope of consolidation” and 5.10 “List of Shareholdings”, of the Annual Report 2025.

 

In November 2025, Northern Data AG completed the disposal of its Peak Mining segment. Further information is provided in Note 2.6 “Discontinued operations” of these Interim Group Financial Statements and Note 3.9 “Discontinued operations” of the Annual Report 2025.

 

1.3 Valuation premise of going concern

 

The preparation of the Interim Group Financial Statements requires an assessment of the Group’s ability to continue as a going concern. The Management Board has reviewed the Group’s liquidity position, cash flow forecasts and funding arrangements for a period of at least twelve months from the date of approval of these Interim Group Financial Statements.

 

As disclosed in the Group’s Annual Report for the year ended December 31, 2025, the Group was in breach of certain financial covenants under its shareholder loan agreement. The lender waived these covenant breaches and has not exercised any rights arising from them. In the absence of such waivers, the lender would have been entitled to demand immediate repayment of the outstanding loan balance, which the Group would not have been able to settle without obtaining alternative financing and/or implementing other mitigating actions.

 

6

 

 

In performing its assessment, the Management Board considered risks relating to customer onboarding, market price developments and competitive pressures, together with the Group’s forecast liquidity position, available mitigating actions and relevant events occurring after the reporting date, including the transaction announced with RUM Group Inc. as described in Note 4.5 “Events after the reporting period”.

 

Based on this assessment, the Management Board has concluded that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, these Interim Group Financial Statements have been prepared on a going concern basis.

 

1.4 IFRS standards applied

 

In preparing the Interim Group Financial Statements, the standards and interpretations valid as of January 1, 2026 were applied. The interim financial statements as of March 31, 2026 have been prepared using the same accounting policies as those on which the preceding Group Financial Statements as of December 31, 2025 were based. The standards and interpretations mandatory from January 1, 2026 onwards had no material effect on the Group’s net assets, financial and earnings position, and no restatements resulting from new standards were necessary.

 

2. Notes to the Interim Consolidated Statement of Comprehensive Income

 

2.1 Revenue

 

The Group primarily generates revenue from continuing operations through cloud computing services and colocation services:

 

Cloud computing services comprise revenue generated from providing customers with access to GPU-based computing hardware under both reserved-capacity and on-demand arrangements. Customers simultaneously receive and consume the benefits of the services as they are provided. Accordingly, revenue from cloud computing services is recognized over time based on the services transferred to the customer.

 

Colocation services comprise revenue generated from hosting, colocation and related engineering services. Revenue is recognized over time as the services are rendered throughout the contractual service period.

 

The following table shows the disaggregation of revenue by revenue class. A reconciliation to the reportable segments is provided in Note 4.3 “Segment reporting”:

 

in EUR ’000  Q1 2026   Q1 2025 
Segment Taiga Cloud   42,519    40,174 
Cloud computing   42,519    40,174 
Segment Ardent Data Centers       15 
Hosting and colocation       15 
Total   42,519    40,189 

 

7

 

 

The following table presents balances arising from contracts with customers:

 

in EUR ’000  3/31/2026   12/31/2025 
Trade receivables   13,921    10,304 
Contract assets   46,373    17,729 
Contract liabilities   17,161     

 

The increase in contract assets primarily reflects revenue recognized in advance of customer billing under cloud computing contracts. Contract liabilities primarily consist of payments received in advance of satisfying performance obligations under cloud computing contracts and are recognized as revenue as the related services are provided.

 

2.2 Total expenses

 

Cost of materials increased by EUR 4,664 thousand compared to the three months ended March 31, 2025, primarily as a result of increased customer activity in the Taiga Cloud segment. This led to higher electricity costs and increased cloud support service expenses incurred in fulfilling a higher number of customer contracts.

 

Personnel expenses increased by EUR 1,252 thousand compared to the three months ended March 31, 2025, primarily because the prior-year period included the reversal of a bonus accruals relating to fiscal year 2024, which reduced personnel expenses in that period. During the three months ended March 31, 2026, the Group recognized share-based compensation expense of EUR 2,414 thousand (Q1 2025: EUR 3,926 thousand).

 

Other operating expenses increased by EUR 5,485 thousand compared to the three months ended March 31, 2025, primarily due to transaction-related advisory, legal, and consulting expenses incurred during the period.

 

2.3 Adjusted EBITDA

 

Adjusted EBITDA is a non-IFRS financial measure defined as EBITDA adjusted to exclude the effects of certain non-cash and other items that management considers not reflective of the Group’s underlying operating performance.

 

Adjusted EBITDA is one of the Group’s key performance indicators and is used by management to evaluate operating performance and support decision-making. The measure is calculated as EBITDA adjusted for share-based payment expenses, legal and transaction-related costs, and unrealized foreign exchange gains and losses. Further details regarding the calculation and use of Adjusted EBITDA are provided in the Group’s Annual Report for the year ended 31 December 2025.

 

in EUR ’000  Q1 2026   Q1 2025 
EBITDA   14,998    21,904 
Stock option plan expenses   2,414    3,926 
Legal costs   6,659    1,320 
Net unrealized loss on the foreign currencies   90    767 
Adjusted EBITDA   24,161    27,917 
Depreciation. amortization and impairment   -45,835    -48,529 
Adjusted EBIT   -21,674    -20,612 

 

8

 

 

2.4 Financial result

 

in EUR ’000  Q1 2026   Q1 2025 
Financial income, net   143    592 
thereof financial interest and similar items   143    592 
Financial expenses, net   -9,387    -10,794 
thereof financial interest and similar expenses   -9,387    -10,794 
Change in fair value of contingent consideration   -167,767     
Financial result   -177,011    -10,202 

 

In Q1 2026, the most significant financial expense related to the fair value remeasurement of the contingent consideration arising from the sale of the Peak Mining business. Further details are provided in Note 4.1 “Additional disclosures on financial instruments”.

 

2.5 Earnings per share

 

The following table shows the calculation of undiluted and diluted earnings per ordinary share attributable to shareholders of the parent company:

 

       Q1 2026   Q1 2025 
Profit attributable to shareholders of the parent company   in EUR '000   -214,922    -50,544 
Weighted average number of shares for the calculation of earnings per share              
Undiluted   Number   64,197    64,197 
Diluted   Number   64,197    64,197 
Earnings per share              
Undiluted   EUR   -3.35    -0.79 
Diluted   EUR   -3.35    -0.79 

 

In the calculation for the diluted weighted average number of shares, options issued in connection with the Stock Options Programs were excluded as they would have been antidilutive for the periods presented.

 

2.6 Discontinued operations

 

On November 3, 2025, Northern Data AG completed the disposal of its Peak Mining segment, which is presented as a discontinued operation in accordance with IFRS 5.

 

Accordingly, the results of the discontinued operation are presented separately from continuing operations in these interim statements of profit or loss and other comprehensive income for the comparative period Q1 2025. Net cash flows attributable to the discontinued operation for Q1 2025 are presented separately below.

 

9

 

 

in EUR ’000  Q1 2025 
Revenue   28,395 
Other income   817 
Expenses   -18,944 
Net unrealized foreign exchange losses   -5,052 
EBITDA   5,216 
Depreciation, amortization and impairment   -16,984 
Net financial result   -73 
Earnings before income taxes - EBT   -11,841 
Attributable income taxes   -2 
Loss from discontinued operations   -11,843 

 

in EUR ’000  Q1 2025 
Cash flow from operating activities   11,840 
Cash flow from investing activities   713 
Cash flow from financing activities   -117 
Cash-effective change in cash and cash equivalents   12,436 

 

No basic or diluted earnings per share from discontinued operations arose in Q1 2026. Basic and diluted loss per share from discontinued operations amounted to EUR 0.18 per share in Q1 2025.

 

The Group continues to hold contingent consideration arising from the disposal of the Peak Mining segment. The contingent consideration is measured at fair value through profit or loss. Further information is provided in Note 4.1 “Additional disclosures on financial instruments”.

 

3. Notes to the interim Statement of Financial Position

 

3.1 Goodwill and other intangible assets

 

Carrying value of intangible assets and goodwill are broken down as follows:

 

In EUR ’000  3/31/2026   12/31/2025 
Goodwill   13,376    13,376 
Paid acquired licenses and other rights   3,387    3,405 
Crypto currencies   4,885    6,129 
Total   21,648    22,910 

 

The Group holds certain crypto-assets that are accounted for as intangible assets and are measured using the revaluation model. Revaluation movements are recognized in other comprehensive income and accumulated in equity within the revaluation surplus, except to the extent that they reverse a revaluation decrease previously recognized in profit or loss.

 

The revaluation of cryptocurrencies was performed as of March 31, 2026, based on quoted market prices. The carrying amount of cryptocurrencies measured at revalued amounts was EUR 4,885 thousand (December 31, 2025: EUR 6,129 thousand). The revaluation resulted in a loss of EUR 1,343 thousand recognized in profit or loss during the period. Had the cost model been applied, the carrying amount would have been EUR 7,590 thousand (December 31, 2025: EUR 7,427 thousand).

 

10

 

 

3.2 Property, plant and equipment

 

Carrying value of property, plant and equipment are as follows:

 

In EUR ’000  3/31/2026   12/31/2025 
Plots of land and buildings   61,497    61,908 
Data centers: servers, accessories, operating equipment   450,550    477,389 
Office and other business equipment   518    560 
Advance payment made and assets under construction   60,737    83,495 
Total   573,302    623,352 

 

3.3 Non-current assets held for sale

 

At the reporting date, reclassifications include a cluster of GPU servers that is held for sale. Management is committed to a plan to sell these assets and expects the sale to complete within twelve months. The assets are available for immediate sale in their present condition, subject only to terms that are customary for such transactions.

 

Prior to classification as held for sale, the GPU servers were assessed for impairment and measured in accordance with the Group’s accounting policies, with the related impairment charge and key judgments disclosed in Note 4.2.3 “Impairment of property, plant, and equipment” of the Annual Report 2025. On classification as held for sale, the assets were measured at the lower of their carrying amount and fair value less costs to sell in accordance with IFRS 5 and depreciation ceased from the date of classification. During the three months ended March 31, 2026, an additional impairment loss of EUR 1,235 thousand was recognized to reflect the lower fair value less costs to sell of the asset group. The non-current assets held for sale are presented separately on the face of the consolidated statement of financial position.

 

Subsequent to the reporting date, management reassessed the intended disposal of the GPU servers in light of increased customer demand and the continued growth of contracted cloud computing capacity. As a result, management decided to retain and redeploy the assets within the Group’s operations rather than proceed with the anticipated sale. Accordingly, the held-for-sale classification will cease in the period ending June 30, 2026. Further information is provided in Note 4.5 “Events after the reporting period”.

 

3.4 Equity

 

No dividends were paid in either Q1 2026 or the fiscal year 2025. The key figures used to monitor capital are as follows:

 

   3/31/2026   12/31/2025 
Equity ratio (%)   22.2    35.1 

 

   Q1 2026   Q1 2025 
Return on Equity (%)1   6.2    2.7 

 

At the reporting date, the subscribed capital amounts to EUR 64,196,677 (December 31, 2025: EUR 64,196,677) and is divided into 64,196,677 (December 31, 2025: 64,196,677) ordinary shares with a nominal value of EUR 1.00 (December 31,

2025: EUR 1.00) per share.

 

 

1 Return on equity is defined as EBITDA from continuing operations divided by shareholders’ equity. The calculation is consistent with that presented in the Annual Report 2025.

 

11

 

 

4. Other disclosures

 

4.1 Additional disclosures on financial instruments

 

Generally, the principles and techniques used for fair value measurement remained unchanged year on year. For detailed disclosures of the measurement principles and techniques, reference is made to the Notes 1.8 “Accounting and valuation principles” and 5.2 “Additional disclosures on financial instruments” of the Annual Report 2025.

 

The table below shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy:

 

In EUR ’000  Measurement
category
according to
IFRS 9
  Carrying
amount as of
3/31/2026
   AC   FVOCI   FVPL   Fair value
as of
3/31/2026
   Level
within the
fair value
hierarchy
 
Financial Assets                           
Cash and cash equivalents  AC   57,937    57,937            57,937      
Trade receivables  AC   13,921    13,921            13,921      
Contingent consideration  FVPL   103,955            103,955    103,955    3 
Loan to associate  AC   10,000    10,000            7,631    3 
Deposits  AC   6,151    6,151            6,151      
Total      191,964    88,009        103,955    189,595      
Financial Liabilities                                 
Trade payables  AC   12,863    12,863            12,863      
Shareholder loan  AC   624,089    624,089            626,449    3 
Total      636,952    636,952            639,312      

 

The table below shows the positions for the fiscal year 2025:

 

In EUR ’000  Measurement
category
according to
IFRS 9
  Carrying
amount as of
12/31/2025
   AC   FVOCI   FVPL   Fair value
as of
12/31/2025
   Level
within the
fair value
hierarchy
 
Financial Assets                           
Cash and cash equivalents  AC   57,576    57,576            57,576      
Trade receivables  AC   10,304    10,304            10,304      
Contingent consideration  FVPL   271,722            271,722    271,722    3 
Loan to associate  AC   10,000    10,000            7,841    3 
Deposits  AC   6,432    6,432            6,432      
Total      356,034    84,312        271,722    353,875      
Financial Liabilities                                 
Trade payables  AC   12,269    12,269            12,269      
Shareholder loan  AC   614,944    614,944            618,515    3 
Total      627,213    627,213            630,784      

 

12

 

 

Financial assets and liabilities

 

Cash and cash equivalents, trade receivables, and other current financial assets and liabilities are predominantly short-term and with a low credit risk. Therefore, their carrying amounts at the reporting date approximate their fair values.

  

Contingent consideration

 

As of March 31, 2026, Management reassessed the fair value of the contingent consideration receivable recognized in connection with the disposal of the Peak Mining business. The receivable is classified within Level 3 of the fair value hierarchy and measured using a probability-weighted discounted cash flow model. The reassessment resulted in a decrease in fair value of EUR 167,767 thousand, recognized in profit or loss. The carrying amount of the contingent consideration receivable was EUR 103,955 thousand as of March 31, 2026 (December 31, 2025: EUR 271,722 thousand).

 

The reduction primarily reflects developments occurring during the three months ended March 31, 2026, comprising revised assumptions regarding the potential proceeds from a future sale of the Corpus Christi sites, changes in expected future cash flows under the contingent consideration arrangements driven by developments in Bitcoin market prices and related mining economics, and the expiry on January 16, 2026, of the call option granted to Northern Data in connection with the disposal of the Peak Mining business. Following the expiry of the call option, Northern Data no longer has the right to reacquire the Corpus Christi sites for an onward sale to a third party. As a result, the realization of value attributable to a potential disposal of the sites is dependent on actions taken by the buyer, which has been reflected in Management’s reduced assessment of the expected future cash flows from the contingent consideration arrangement.

 

The remaining contingent consideration arrangements, including the profit-sharing mechanism linked to mining operations and the entitlement to a share of net proceeds from a future sale of the Corpus Christi sites, remain in effect throughout the earn-out period ending November 3, 2030. Further information is provided in Note 4.5 “Events after the reporting period”.

 

A ±5 percentage point change in the discount rate applied in the valuation model would change the fair value of the contingent consideration receivable by approximately EUR 734 thousand, with other inputs held constant. A ±5% change in the projected Bitcoin price and related mining margin assumptions would change the fair value by approximately EUR 438 thousand, with other inputs held constant.

 

4.2 Business transactions with related parties

 

4.2.1 Ultimate controlling party

 

As of March 31, 2026, and unchanged from December 31, 2025, Tether Holdings, S.A. de C.V. (“Tether”), through its wholly owned subsidiary Tether Investments, S.A. de C.V. (formerly Tether Investments Limited), indirectly held more than 50% of the Company’s share capital and voting rights. Accordingly, Tether controlled Northern Data AG within the meaning of IFRS 10 Consolidated Financial Statements and was the ultimate controlling party of the Group in accordance with IAS 24 Related Party Disclosures.

 

Subsequent to the reporting date, the Group completed a strategic business combination with the RUM Group Inc. (formerly Rumble Inc.), resulting in a change in the Group’s ownership structure and control environment. Further information is provided in Note 4.5 “Events after the reporting period”.

 

4.2.2 Related party transactions

 

In November 2023, Northern Data entered into a shareholder loan agreement with a company within the Tether group providing a term loan facility of EUR 575,000 thousand on market terms, bearing interest at EURIBOR plus 300 basis points. The loan was subsequently transferred to Tether Investments, S.A. de C.V., a subsidiary of Tether Holdings, S.A. de C.V.

 

As of March 31, 2026, the outstanding balance under the facility amounted to EUR 624,089 thousand (December 31, 2025: EUR 614,944 thousand). Further details are provided in Note 4.9 “Financial liabilities” of the Annual Report 2025.

 

During the reporting period, certain financial covenants associated with the shareholder loan facility were not met. Tether Investments, S.A. de C.V. provided a waiver in respect of these covenant requirements. Accordingly, the loan continues to be classified in accordance with its contractual maturity profile.

 

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Subsequent to the reporting date, the shareholder loan was transferred from Tether Investments, S.A. de C.V. to an entity within the Rumble group as part of the strategic business combination described in Note 4.5 “Events after the reporting period”. As a result, the related-party lender changed from the Tether group to the RUM Group.

 

The Group enters into transactions with entities within the Tether group, which are considered related parties as entities under common control of the Group’s ultimate controlling shareholder. These transactions are conducted in the ordinary course of business and on arm’s length terms.

 

During the three months ended March 31, 2026, the Group provided computing power and colocation services to entities within the Tether group amounting to EUR 1,157 thousand (Q1 2025: EUR 120 thousand).

 

On November 3, 2025, Northern Data completed the disposal of its Peak Mining business to Highland Group Mining Inc., resulting in the loss of control of the Peak entities. The total consideration comprised (i) cash consideration of USD 50,000 thousand (EUR 43,585 thousand) received at closing and (ii) contingent consideration related to the Corpus Christi sites.

 

As of March 31, 2026, the carrying amount of the contingent consideration receivable arising from the disposal of the Peak Mining business amounted to EUR 103,955 thousand (December 31, 2025: EUR 271,722 thousand). Further details are provided in Note 4.1 Additional disclosures on financial instruments and Note 4.5 “Events after the reporting period”.

 

Additionally, in connection with the disposal of the Peak segment, the Group provided transition services to Highland Group Mining Inc. amounting to EUR 817 thousand (Q4 2025: EUR 755 thousand).

 

As of March 31, 2026, the Group had an irrevocable loan commitment of EUR 5,000 thousand towards G Core Holding S.A., an investment accounted for using the equity method. As the commitment had not been funded as of that date, no loan receivable was recognized in the Group’s financial statements as of March 31, 2026. Subsequent to the reporting date, the commitment was fully funded in May 2026.

 

Outstanding balances with related parties at the reporting date are unsecured and settled by cash payment or netting of receivables and payables. No guarantees have been provided for receivables or received from or payables to related parties, and no impairment losses have been recognized on receivables from related parties.

 

Intercompany transactions and balances are eliminated on consolidation and therefore are not disclosed.

 

4.3 Segment reporting

 

In accordance with IFRS 8, operating segments are defined on the basis of the Group’s internal management and reporting. The organizational and reporting structure of Northern Data Group is based on management by business unit. Based on the reporting system it has established, the Management Board, as the chief operating decision maker, assesses the performance of the various segments and the allocation of resources. The segmentation is as follows:

 

4.3.1 Taiga Cloud

 

The Taiga Cloud business segment comprises the provision of GPU compute power to customers.

 

4.3.2 Ardent Data Centers

 

The Ardent Data Centers business segment operates as a colocation service provider and manages the Group’s data centers, including their acquisition or planning, construction or conversion, and operation.

 

4.3.3 Reportable Segments

 

The accounting policies of the segments are the same as those applied for external financial reporting. For details, please refer to Note 1.8 “Accounting and valuation principles” of the Annual Report 2025.

 

Peak Mining segment was sold with effect from November 3, 2025. Information about this discontinued segment is provided in Note 2.6 “Discontinued operations”.

 

The most important financial targets and performance indicators for Northern Data Group are revenue and EBITDA. Transactions between the segments take place to an insignificant extent.

 

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Information regarding the results of each reportable segment is presented below:

 

Q1 2026  Reportable Segments             
in EUR ’000  Taiga
Cloud
   Ardent
Data
Centers
   Total   Other companies
and Group
functions
   Consolidation   Group after
consolidation
 
Revenues   116,168    4,285    120,453    27,726    -105,660    42,519 
thereof external sales   42,519    -    42,519    -    -    42,519 
thereof intercompany sales   73,649    4,285    77,934    27,726    -105,660    - 
EBITDA   12,413    -633    11,780    14,321    -11,103    14,998 
Depreciation, amortization and impairment   -42,696    -1,607    -44,303    -1,773    241    -45,835 
thereof impairments   -1,234    -    -1,234    -    -    -1,234 
EBIT   -30,283    -2,240    -32,523    12,548    -10,862    -30,837 

 

The eliminated sales of the segments generated with other segments that are also consolidated can be seen in the reconciliation column to sales.

 

Comparative segment information reflects the classification of Peak Mining as discontinued operations in 2025.

 

Q1 2025  Reportable Segments             
in EUR ’000  Taiga
Cloud
   Ardent
Data
Centers
   Total   Other companies
and Group
functions
   Consolidation   Group after
consolidation
 
Revenues   102,625    3,489    106,114    18,480    -84,405    40,189 
thereof external sales   40,174    15    40,189    -    -    40,189 
thereof intercompany sales   62,451    3,474    65,925    18,480    -84,405    - 
EBITDA   12,193    495    12,688    9,545    -329    21,904 
Depreciation, amortization and impairment   -45,505    -587    -46,092    -1,653    -784    -48,529 
thereof impairments   -    -    -    -    -    - 
EBIT   -33,312    -92    -33,404    7,892    -1,113    -26,625 

 

In the following tables, information is provided at company level in accordance with IFRS 8.31 et seq.

 

Northern Data Group’s external sales break down by geographical region (location of the companies included) as follows:

 

In EUR’000  Q1 2026   Q1 2025 
Abroad   42,519    40,189 
thereof US   -    15 
Total   42,519    40,189 

 

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The carrying amounts of non-current assets break down as follows:

 

In EUR’000  3/31/2026   12/31/2025 
Domestic   8,601    9,244 
Abroad   689,333    740,648 
thereof Netherlands   32,948    30,813 
thereof Norway   172,990    176,465 
thereof Sweden   180,754    155,060 
thereof UK   132,631    138,880 
thereof Ireland   119    23,149 
thereof US   49,320    86,242 
thereof Portugal   115,686    123,910 
thereof Gibraltar   4,885    6,129 
Total   697,934    749,892 

 

For the presentation of geographical segment information, sales and non-current assets are reported based on the location of the respective Northern Data Group companies. Non-current assets by region include all non-current assets except deferred tax assets, investments in other companies, and other financial assets. Due to intra-group service arrangements, sales may, in certain cases, be recognized in geographical regions that differ from the locations where the corresponding non-current assets are held.

 

4.4 Other significant events and transactions

 

Swedish VAT assessment and related investigations

 

The Group is subject to challenges by the Swedish Tax Agency (“STA”) regarding the deduction of input VAT claimed by certain Group subsidiaries in respect of activities undertaken at the Group’s data center operations in Boden, Sweden. The STA’s position is that the relevant activities constituted cryptocurrency mining activities which it considers to be outside the scope of VAT. The Group disputes that position and maintains that the relevant entities supplied computing capacity and related infrastructure services for consideration to identifiable counterparties and therefore carried out taxable economic activities giving rise to a right to deduct input VAT.

 

In September 2025, Decentric Europe B.V., a wholly-owned subsidiary of Northern Data AG, received a proposed decision (“Förslag till beslut”) relating to the period January 2021 to June 2024. The Group formally disputed the proposed decision and submitted a comprehensive response supported by external tax, accounting and legal advisors. In March 2026, Hydro66 Svenska AB, a wholly-owned indirect subsidiary, received a separate proposed decision relating to the period January 2021 to September 2024, on a materially similar basis.

 

On March 30, 2026, the STA issued a final decision in respect of Decentric Europe B.V., which was received by the Group on April 13, 2026. The final decision assessed VAT of SEK 250.3 million, tax surcharges of SEK 50.1 million and accrued interest of SEK 35.2 million, for a total assessment of SEK 335.6 million (approximately EUR 30 million). In respect of Hydro66 Svenska AB, the proposed assessment amounted to approximately SEK 218 million (approximately EUR 19.7 million), excluding interest. The aggregate amount of the Decentric Europe B.V. assessment and the Hydro66 Svenska AB proposed assessment was approximately SEK 554 million (approximately EUR 50 million). Interest continues to accrue until settlement.

 

The Group does not accept the assessment or the proposed assessment and is contesting them. In forming its assessment, Management has considered, among other matters, an advance ruling issued by the Swedish Board of Advance Tax Rulings (Skatterättsnämnden) published in January 2026, documentary evidence supporting the contractual arrangements, invoicing and settlement between the relevant entities and their counterparties, and professional advice obtained both at the time the arrangements were entered into and in connection with the current proceedings. Management also considers that certain conclusions reflected in the STA’s decisions have been drawn from incomplete operational data and assumptions that do not fully reflect the underlying commercial arrangements.

 

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Management has assessed these matters in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Based on the information available at March 31, 2026, including external professional advice and the procedural stage of the matters, Management has concluded that it is not probable that an outflow of economic resources will be required to settle them. Accordingly, no provision has been recognized in these Interim Group Financial Statements.

 

The possibility of an outflow is not remote and the matters have therefore been disclosed as contingent liabilities. Management has also considered whether a reliable estimate of any obligation could be made. While the STA has quantified specific assessed amounts, the amount, if any, that may ultimately be payable remains subject to a wide range of realistically possible outcomes, ranging from no liability, if the Group’s challenges succeed in full, to the full assessed amounts plus accruing interest, if they are wholly unsuccessful, with no single outcome currently more likely than any other. This range arises from the same underlying legal and factual uncertainties that inform management’s probability assessment and reinforces management’s view that recognition of a provision would not appropriately reflect the Group’s position at this stage. Were the Group’s challenges to be unsuccessful, in whole or in part, up to the full assessed amounts, together with interest accruing to the date of settlement, would become payable.

 

Under Swedish administrative procedure, an assessed amount is generally payable notwithstanding a pending challenge unless payment respite (“anstånd”) is granted. The assessed amount relating to Decentric Europe B.V. had not fallen due for payment at March 31, 2026, and no payment had been made as of that date. Subsequent developments are described in Note 4.5 “Events after the reporting period”. 

 

The Group has not received any assessment or proposed decision from the STA in relation to Hydro66 Services AB. Separately, the European Public Prosecutor’s Office (“EPPO”) has initiated an investigation relating to the accounting records and alleged actions of certain individuals associated with Decentric Europe B.V., Hydro66 Svenska AB and Hydro66 Services AB. Publicly available information associated with the investigation refers to potential VAT exposure across these entities of up to approximately EUR 110 million. In respect of Hydro66 Services AB, it is not practicable to estimate the financial effect, if any, and accordingly no estimate is disclosed. 

 

4.5 Events after the reporting period 

 

Business combination agreement with RUM Group Inc. 

 

On April 13, 2026, Northern Data AG entered into a business combination agreement with Rumble Deutschland AG, a whollyowned indirect subsidiary of RUM Group Inc.. Pursuant to the agreement, Rumble Deutschland AG launched a voluntary public takeover offer to acquire all outstanding shares of Northern Data AG by way of a share-for-share exchange. Under the terms of the offer, shareholders of Northern Data AG were offered 2.0281 newly issued Rumble Class A Common Shares for each Northern Data share tendered.

 

On June 17, 2026, the transaction was completed. Following the completion of the exchange offer and the acquisition of shares committed under transaction support agreements, RUM Group Inc. acquired approximately 85.2% of the outstanding share capital of Northern Data AG and obtained control over the Company. As a result, Northern Data AG became a majority-owned subsidiary of RUM Group Inc.

 

In connection with the transaction, Northern Data AG applied for the delisting of its shares from both, the m:access segment and the Regulated Unofficial Market (Freiverkehr) of the Munich Stock Exchange. The inclusion and listing of Northern Data AG shares in the m:access segment will end at the close of business on July 31, 2026. Following the cessation of trading in m:access, the shares will continue to trade in the Regulated Unofficial Market (Freiverkehr) until the close of business on December 30, 2026, when the delisting will become effective.

 

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Change in shareholder loan

 

In connection with the completion of the Exchange Offer on June 17, 2026, RUM Group Inc., Northern Data AG and Tether Investments S.A. de C.V. entered into a sale and transfer, and amendment and restatement agreement relating to Northern Data AG’s unsecured floating-rate shareholder loan. 

 

Pursuant to the agreement, the shareholder loan was amended and restated, including the removal of the financial covenants and other lender protection provisions contained in the previous loan agreement. In addition, the receivable under the shareholder loan previously held by Tether Investments S.A. de C.V. was transferred to Rumble Freedom First Holding Limited, an indirect subsidiary of Rumble Inc.

 

As a result of the transaction, Rumble Freedom First Holding Limited became the lender under the shareholder loan arrangement with Northern Data AG.

 

Changes to the Management and Supervisory Boards

 

On June 17, 2026, Aroosh Thillainathan stepped down from the Management Board of Northern Data AG and entered into an agreement for the termination of his executive service agreement by mutual consent. The termination resulted in the settlement and forfeiture of certain long-term incentive arrangements.

 

Effective July 17, 2026, the Supervisory Board appointed Rudolf Haas, Chief Legal Officer of Northern Data AG, as a member of the Management Board.

 

On the same date, Bertram Pachaly and Dr. Bernd Hartmann resigned from the Supervisory Board. The Company subsequently applied to the Frankfurt am Main District Court for the appointment of Dr. Tyler Hughes and Stephen Noonan as members of the Supervisory Board with effect from July 18, 2026 until the conclusion of the Annual General Meeting on August 25, 2026. Both nominees are employees of RUM Group Inc., the indirect majority shareholder of Northern Data AG, and will stand for reelection at the upcoming Annual General Meeting.

 

Assets held for sale

 

In May 2026, Management decided to retain and redeploy certain GPU assets that had previously been classified as held for sale as of March 31, 2026. The decision was driven by the Group’s strategic and operational requirements and reflects Management’s revised intention to utilize the assets within the Group’s operations rather than dispose of them.

 

As a result of this decision, the criteria for classification as held for sale are no longer met. Accordingly, the Group expects to discontinue the held-for-sale classification of the affected assets in future financial reporting periods and account for the assets in accordance with the applicable IFRS requirements.

 

Change in the classification of the investment in G Core Holding S.A.

 

In July 2026, the Group entered into amended arrangements relating to its investment in G Core Holding S.A.. As a result of changes to the governance and decision-making rights established under the amended agreements, Management concluded that the Group no longer has significant influence over G Core Holding S.A..

 

Accordingly, G Core Holding S.A. ceased to be an associate of the Group from July 2026 and will no longer be accounted for using the equity method in future reporting periods. The accounting implications of the loss of significant influence are being assessed and will be reflected in the Group’s financial statements for the period in which the change occurred.

 

Investment in Wildcat One AG

 

In May 2026, the Group invested EUR 1.2 million in Wildcat One AG and acquired a 30.6% ownership interest. In addition, under the terms of the investment agreement, the Group committed to provide up to a further EUR 2.7 million of funding, subject to the achievement of specified milestones by the investee.

 

The investment was completed after the reporting date and therefore was not recognized in the Interim Group Financial Statements as of March 31, 2026.

 

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Fair value of the contingent consideration after the reporting date

 

In June 2026, Management obtained confirmation from the acquirer of the Peak Mining business that it intends to retain and utilize the Corpus Christi sites in its operations rather than pursue a near-term sale. Based on this information, Management no longer considers an imminent sale of the sites to be probable and has updated the key assumptions used in estimating the fair value of the related contingent consideration receivable.

 

Following valuation analyses performed during June 2026, Management estimated that the fair value of the contingent consideration receivable could decrease by approximately EUR 83.8 million compared to the carrying amount recognized as of March 31, 2026. Following this reassessment, the fair value of the contingent consideration receivable is estimated at approximately EUR 20.1 million.

 

The reassessment primarily relates to the expected timing and probability of future proceeds associated with the Corpus Christi sites, the present value of expected future cash flows and assumptions regarding future Bitcoin prices, which remain a significant driver of the estimated fair value of certain components of the contingent consideration arrangement.

 

The reduction in estimated fair value primarily reflects Management’s updated assumptions regarding the likelihood and timing of a future sale of the Corpus Christi sites. While the contractual entitlement to participate in future sale proceeds remains in place, the revised valuation reflects the purchaser’s stated intention to retain and utilize the sites in its operations rather than pursue a near-term sale.

 

Swedish VAT assessment and related investigations

 

On April 13, 2026, the Group received the Swedish Tax Agency’s final decision in respect of Decentric Europe B.V., dated March 30, 2026, assessing VAT of SEK 250.3 million, tax surcharges of SEK 50.1 million and accrued interest of SEK 35.2 million, for a total assessment of SEK 335.6 million (approximately EUR 30 million).

 

On May 13, 2026, Decentric Europe B.V. paid the assessed amount. Subsequently, payment respite (“anstånd”) was granted by the Swedish Tax Agency and the amount was refunded to the Group. As at the date of authorization of these Interim Group Financial Statements, the refunded amount had not yet been received in the Group’s bank accounts.

 

On July 31, 2026, Decentric Europe B.V. filed its grounds of appeal against the decision of March 30, 2026, with the Administrative Court (Förvaltningsrätten).

 

On June 30, 2026, the Swedish Tax Agency issued its final decision in respect of Hydro66 Svenska AB, assessing VAT of SEK 164.6 million, tax surcharges of SEK 24.7 million and accrued interest of SEK 19.5 million, for a total assessment of SEK 208.8 million (approximately EUR 18.8 million). The Group disputes the assessment and is pursuing available administrative and legal remedies. The Group applied for payment respite (“anstånd”), and on July 29, 2026 the Swedish Tax Agency granted anstånd in respect of the full assessed amount.

 

Further details regarding these matters, including Management’s assessment under IAS 37 and the related contingent liability disclosures, are provided in Note 4.4 “Other significant events and transactions”. These developments do not result in any adjustment to the amounts recognized as of March 31, 2026.

 

Power generators

 

On June 21, 2026, the Group exercised an option to acquire certain power generators and thereby entered into a binding commitment to purchase them for approximately USD 26 million (approximately EUR 23 million), excluding transactionrelated costs. The acquisition was completed on July 23, 2026, when legal title to the generators transferred to the Group. As the transaction occurred after the reporting date of March 31, 2026, no adjustment has been made to the carrying amounts recognized in these Interim Group Financial Statements.The acquisition was completed on July 23, 2026, and the legal title to the equipment was transferred to the Group. As the transaction occurred after the reporting date of March 31, 2026, no adjustment has been made to the carrying amounts recognized in these Interim Group Financial

 

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Directors’ dealings

 

The following table presents transactions by persons discharging managerial responsibilities and persons closely associated with them that occurred after the reporting date of March 31, 2026:

 

Notifiable Communication from   Date of
transaction
  Type of transaction   Price in EUR
(aggregated)
  Volume in
EUR
thousand
(aggregated)
ART Holding GmbH 6/22/2026   6/17/2026   Exchange of a total of 744,150 shares in Northern Data AG for a total of 772,264 newly issued Class A common shares of Rumble Inc. (ISIN US78137L1052) in connection with the closing of the voluntary public exchange offer of Rumble Deutschland AG to the shareholders of Northern Data AG   not numerable   not numerable
                   
Liebling Kronberg Capital GmbH 6/30/2026   6/19/2026   Exchange of a total of 63,363 Shares in Northern Data AG for a total of 128,506.50 newly issued Class A common shares of Rumble Inc. (ISIN US78137L1052) in connection with the closing of the voluntary public exchange offer of Rumble Deutschland AG to the shareholders of Northern Data AG at the offered exchange ratio of 1 to 2.0281    not numerable    not numerable
                   
Dr. Tom Oliver Schorling 6/30/2026   6/29/2026   Exchange of a total of 20,770 Shares in Northern Data AG for a total of 42,123.637 newly issued Class A common shares of Rumble Inc. (ISIN US78137L1052) in connection with the closing of the voluntary public exchange offer of Rumble Deutschland AG to the shareholders of Northern Data AG at the offered exchange ratio of 1 to 2.0281    not numerable    not numerable

 

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