Northern Data and Rumble Forge Business Combination Agreement

Northern Data AG has entered into a business combination agreement with Rumble Inc., aligning with Rumble's intention to acquire all outstanding shares of Northern Data. Shareholders will receive 2.0281 shares of newly issued Rumble Class A common stock per Northern Data share, with potential cash payments reaching up to USD 200 million depending on the sale of Northern Data’s Corpus Christi location.

The proposal includes substantial commercial commitments, such as a USD 150 million agreement with Tether for GPU leasing and coverage for potential tax liabilities up to USD 200 million. Tether will exchange its EUR 610 million shareholder loan for Rumble shares and a new loan.

The transaction, expected to launch in Q2 2026, has backing from shareholders representing 72% of Northern Data’s shares. Regulatory approvals are pending, with completion anticipated by mid-2026.