Form 4 for RUM RUM Group Inc.

Accepted 2026-06-22 14:30:17 ET · period of report 2026-06-17 · accession 0001104659-26-076299 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DI	2026-06-22 14:30	2026-06-17	RUM	Tether Global Investments Fund, S.I.C.A.F., S.A.	10%	J - Other	—	+36.70M	141.88M	+35%	—
DMI	2026-06-22 14:30	2026-06-17+	RUM	Tether Global Investments Fund, S.I.C.A.F., S.A.	10%	J - Other	$7.88	+98.26M	46.72M	New	+$774.31M
DI	2026-06-22 14:30	2026-06-17	RUM	Tether Global Investments Fund, S.I.C.A.F., S.A.	10%	P - Purchase	$7.88	+4.60M	56.14M	+9%	+$36.24M

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Class A Common Stock, par value $0.0001 per share	2026-06-17	J	A	36,703,354	—	141,877,369	I By Tether Investments, S.A. de C.V.	—	—	(F1) Pursuant to the Transaction Support Agreement, dated as of November 10, 2025 (the "TSA"), by and between Tether Investments, S.A. de C.V. ("Tether Investments") and RUM Group Inc. (f/k/a Rumble Inc.) (the "Issuer"), at the Closing (as defined in the TSA), the Issuer issued to Tether Investments 2.0281 shares of its Class A common stock, par value $0.0001 per share ("Class A Common Stock") for each no-par value bearer share of Northern Data AG sold to the Issuer by Tether Investments. The market price per share of Class A Common Stock was $7.39 per share at the close of business June 16, 2026. (F1) Pursuant to the Transaction Support Agreement, dated as of November 10, 2025 (the "TSA"), by and between Tether Investments, S.A. de C.V. ("Tether Investments") and RUM Group Inc. (f/k/a Rumble Inc.) (the "Issuer"), at the Closing (as defined in the TSA), the Issuer issued to Tether Investments 2.0281 shares of its Class A common stock, par value $0.0001 per share ("Class A Common Stock") for each no-par value bearer share of Northern Data AG sold to the Issuer by Tether Investments. The market price per share of Class A Common Stock was $7.39 per share at the close of business June 16, 2026. (F2) The shares reported herein are directly owned by Tether Investments, a wholly-owned subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. (f/k/a Tether Holdings, S.A. de C.V.). Mr. Devasini holds a greater than 50% voting interest in Tether Global Investments Fund, S.I.C.A.F., S.A. and thus indirectly holds voting and dispositive power with respect to the securities held by Tether Global Investments Fund, S.I.C.A.F., S.A., including securities held by Tether Investments, its wholly-owned subsidiary. As such, each of Tether Global Investments Fund, S.I.C.A.F., S.A. and Mr. Devasini may be deemed to have beneficial ownership of the shares directly held by the Tether Investments. Each such entity or person disclaims beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
2	Derivative	Pre-Funded Warrant	2026-06-17	J	A	51,544,399	—	51,544,399	I By Tether Investments, S.A. de C.V.	$0.0001 · 2026-06-17 to 2036-06-17	51,544,399 Class A Common Stock	(F3) Pursuant to the TSA, to the extent that the issuance of Class A Common Stock to Tether Investments as consideration under the TSA would result in Tether Investments and its affiliates owning more than 9.9% of the outstanding voting power of the capital stock of the Issuer (the "Voting Limitation"), the Issuer instead delivered to Tether Investments a pre-funded warrant (a "Pre-Funded Warrant") exercisable on a cashless basis into such number of shares of Class A Common Stock so that the shares of Class A Common Stock to be owned by Tether Investments and its affiliates following the Closing will not exceed the Voting Limitation. (F3) Pursuant to the TSA, to the extent that the issuance of Class A Common Stock to Tether Investments as consideration under the TSA would result in Tether Investments and its affiliates owning more than 9.9% of the outstanding voting power of the capital stock of the Issuer (the "Voting Limitation"), the Issuer instead delivered to Tether Investments a pre-funded warrant (a "Pre-Funded Warrant") exercisable on a cashless basis into such number of shares of Class A Common Stock so that the shares of Class A Common Stock to be owned by Tether Investments and its affiliates following the Closing will not exceed the Voting Limitation. (F2) The shares reported herein are directly owned by Tether Investments, a wholly-owned subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. (f/k/a Tether Holdings, S.A. de C.V.). Mr. Devasini holds a greater than 50% voting interest in Tether Global Investments Fund, S.I.C.A.F., S.A. and thus indirectly holds voting and dispositive power with respect to the securities held by Tether Global Investments Fund, S.I.C.A.F., S.A., including securities held by Tether Investments, its wholly-owned subsidiary. As such, each of Tether Global Investments Fund, S.I.C.A.F., S.A. and Mr. Devasini may be deemed to have beneficial ownership of the shares directly held by the Tether Investments. Each such entity or person disclaims beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
3	Derivative	Pre-Funded Warrant	2026-06-17	P	A	4,599,365	$7.88	56,143,764	I By Tether Investments, S.A. de C.V.	$0.0001 · 2026-06-17 to 2036-06-17	4,599,365 Class A Common Stock	(F4) Pursuant to the Equity Commitment Agreement, dated as of November 10, 2025 (the "ECA") by and between Tether Investments and the Issuer, at the Closing (as defined in the TSA), the Issuer drew down approximately $36.2 million in exchange for Pre-Funded Warrants, which were issued in lieu of delivering shares of Class A Common Stock due to the Voting Limitation contained in the ECA. (F2) The shares reported herein are directly owned by Tether Investments, a wholly-owned subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. (f/k/a Tether Holdings, S.A. de C.V.). Mr. Devasini holds a greater than 50% voting interest in Tether Global Investments Fund, S.I.C.A.F., S.A. and thus indirectly holds voting and dispositive power with respect to the securities held by Tether Global Investments Fund, S.I.C.A.F., S.A., including securities held by Tether Investments, its wholly-owned subsidiary. As such, each of Tether Global Investments Fund, S.I.C.A.F., S.A. and Mr. Devasini may be deemed to have beneficial ownership of the shares directly held by the Tether Investments. Each such entity or person disclaims beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
4	Derivative	Pre-Funded Warrant	2026-06-18	J	A	46,719,910	$7.88	46,719,910	I By Tether Investments, S.A. de C.V.	$0.0001 · 2026-06-18 to 2036-06-18	46,719,910 Class A Common Stock	(F5) Pursuant to the Sale and Transfer and Amendment and Restatement Agreement, dated as of November 10, 2025 (the "Sale and Transfer Agreement") by and among Tether Investments, Northern Data AG and the Issuer, Tether Investments sold to a subsidiary of the Issuer the receivable under Northern Data's loan agreement, with Tether Investments as lender, in exchange for (i) Pre-Funded Warrants exercisable on a cashless basis into such number of shares of Class A Common Stock equal to 50% of the value of such receivable divided by $7.8799 and (ii) a new loan agreement with Tether Investments as lender and principal balance equal in value to the remaining 50% of the receivable. (F2) The shares reported herein are directly owned by Tether Investments, a wholly-owned subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. (f/k/a Tether Holdings, S.A. de C.V.). Mr. Devasini holds a greater than 50% voting interest in Tether Global Investments Fund, S.I.C.A.F., S.A. and thus indirectly holds voting and dispositive power with respect to the securities held by Tether Global Investments Fund, S.I.C.A.F., S.A., including securities held by Tether Investments, its wholly-owned subsidiary. As such, each of Tether Global Investments Fund, S.I.C.A.F., S.A. and Mr. Devasini may be deemed to have beneficial ownership of the shares directly held by the Tether Investments. Each such entity or person disclaims beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.