SCHEDULE 13D/A: Rumble Inc. Insider Sells Over 23 Million Shares in Self-Tender Offer

Ryan Milnes, a significant shareholder in Rumble Inc., has sold 23,076,191 Class A Common Stock shares to the company at $7.50 per share as part of a self-tender offer.

Summary

• Ryan Milnes, the Reporting Person, exchanged 23,076,191 ExchangeCo Shares for Class A Common Stock of Rumble Inc. on a 1-for-1 basis.
• Immediately following the exchange, Mr. Milnes sold all 23,076,191 shares of Class A Common Stock to Rumble Inc. at a price of $7.50 per share through the Issuer's self-tender offer, which closed on February 7, 2025.
• The total proceeds from this sale amounted to approximately $173,071,432.50.
• In connection with the exchange, an equivalent number of voting, non-economic Class C Common Stock shares held by Mr. Milnes were cancelled by Rumble Inc.
• Following this transaction, Ryan Milnes beneficially owns 23,097,894 shares of Class A Common Stock, representing 6.8% of the outstanding Class A Common Stock of Rumble Inc. as of February 11, 2025.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While a large shareholder selling shares can sometimes be perceived negatively, this transaction occurred as part of a pre-announced self-tender offer by the company, providing a planned liquidity event for the shareholder and a capital deployment strategy for the company.

Positives

• The Reporting Person successfully monetized a significant portion of their holdings, 23,076,191 shares, at a fixed price of $7.50 per share through Rumble Inc.'s self-tender offer, providing a clear liquidity event.
• For remaining shareholders, the Issuer's self-tender offer reduces the number of outstanding shares, which can be accretive to earnings per share.

Negatives

• A significant shareholder, Ryan Milnes, has reduced their direct stake in Rumble Inc. by selling 23,076,191 shares, which could be interpreted as a reduction in confidence or a strategic portfolio rebalancing.

Future Outlook

The document does not provide any forward-looking statements or guidance from Rumble Inc. regarding its future operations or financial performance.

Industry Context

This filing details a specific shareholder's transaction within Rumble Inc.'s self-tender offer, rather than broader industry trends. It reflects a liquidity event for a significant shareholder and a capital deployment strategy by the company.

Corporate Governance

Related Party Transactions

• The sale of 23,076,191 shares by Ryan Milnes, a significant shareholder, to Rumble Inc. as part of the Issuer's self-tender offer can be considered a related party transaction.

Stakeholder Impact

• **Shareholders (participating in tender offer)**: Received cash proceeds from the sale of their shares, providing liquidity.
• **Shareholders (non-participating in tender offer)**: May potentially benefit from a slight increase in earnings per share due to a reduced share count, but also face the perception of a significant shareholder reducing their stake.
• **Company (Rumble Inc.)**: Reduced its outstanding share count through the tender offer, deploying capital for shareholder return.

Key Dates

Keywords

Rumble Inc., Ryan Milnes, SEC filing, Schedule 13D, self-tender offer, share sale, beneficial ownership, Class A Common Stock, ExchangeCo Shares, Class C Common Stock, corporate governance