Rumble Inc. (RUM) Takes On €575M Northern Data Loan in Stock-and-Debt

Rumble Inc. (RUM) Takes On €575M Northern Data Loan in Stock-and-Debt Deal

Rumble assumes a massive euro-denominated loan tied to its tender offer for Northern Data AG, settling half with new shares and half as a five-year debt obligation.

By the FiledFeed automated desk Jun 18, 2026 9:06 PM ET

This summary was generated by AI from the company's SEC filing and may contain errors — always verify against the primary source on SEC.gov.

The short version

Rumble Inc. (RUM) filed an 8-K on June 18, 2026, disclosing that it has taken over a €575 million loan originally made to Northern Data AG as part of its planned tender offer to acquire 100% of Northern Data AG's shares. Rumble is settling half the purchase price by issuing new Class A Common Stock at $7.88 per share, with the remaining half staying on as a five-year loan. The lender also holds an option, exercisable one year after June 18, 2026, to convert the outstanding loan balance into Rumble Class A shares.

Rumble Inc. (RUM) has entered into a major loan agreement tied to its bid to buy all of the shares of German data-center and computing company Northern Data AG, according to an 8-K filing dated June 18, 2026.

What Happened

The original loan — a €575 million unsecured floating-rate loan made in November 2023 to Northern Data AG by Zettahash Inc. — has been transferred to Rumble as part of the deal structure for Rumble's planned tender offer (a formal public bid to purchase all outstanding shares) for Northern Data AG.

Rumble is not paying cash for the loan. Instead, the filing says the purchase price is being settled in two equal halves:

50% in Rumble stock: Shares of Rumble's Class A Common Stock will be issued at a price of $7.88 per share (adjusted for any future stock splits or dividends, and converted from euros using the European Central Bank's exchange rate on the applicable date).
50% as a new loan: The remaining half stays outstanding as a five-year loan from the lender to Rumble, maturing on June 18, 2031 (the fifth anniversary of the agreement date).

Lender's Conversion Option

Starting around June 18, 2027 — one year after the agreement date — the lender has the right (but not the obligation) to convert the entire remaining loan balance into Rumble Class A Common Stock. The conversion price would be the higher of $7.88 per share or the average trading price over the 10 days before conversion, again using the European Central Bank euro/dollar rate.

Loan Terms and Restrictions

Interest on the loan accrues quarterly (on March 31, June 30, September 30, and December 31 each year). If Rumble misses its repayment deadline, a penalty interest rate kicks in at 400 basis points (4 percentage points) above the base interest rate.

Rumble can repay the loan early with at least seven business days' notice and no prepayment penalty, though it must still pay any accrued interest on the amount being repaid.

The agreement places meaningful restrictions on Rumble and its subsidiaries while the loan is outstanding. Among other things, the filing says Rumble generally cannot:

Make acquisitions totaling more than €40 million in a 12-month period (after certain security documents are in place).
Enter joint ventures exceeding €40 million in a 12-month period (after certain security documents are in place).
Issue new shares or equity without the lender's written consent, except for employee stock option plans.

The lender cannot force early repayment except in specific default situations, such as Rumble missing a payment, a material breach of the agreement, or insolvency proceedings.

Governing Law

The agreement is governed by English law, with disputes to be settled by a three-member arbitration panel under the London Court of International Arbitration rules.

Key facts

Rumble Inc. (RUM) filed an 8-K on June 18, 2026

Rumble assumed a €575 million unsecured floating-rate loan originally made to Northern Data AG by Zettahash Inc. in November 2023

The loan transfer is tied to Rumble's planned tender offer to acquire 100% of Northern Data AG shares

50% of the purchase price settled by issuing Rumble Class A Common Stock at $7.88 per share

Remaining 50% stays as a five-year loan maturing June 18, 2031

Lender may convert full outstanding loan balance into Rumble Class A stock at the higher of $7.88 or 10-day VWAP, exercisable starting ~June 18, 2027

Penalty interest rate of 400 basis points above base rate applies on missed repayments

Rumble restricted from acquisitions exceeding €40 million per 12-month period (after security documents in place)

Agreement governed by English law; disputes resolved under London Court of International Arbitration rules

Why it matters

This filing is significant for Rumble investors on multiple levels. Taking on what was a €575 million loan — and settling half of it with newly issued shares — means existing shareholders face dilution (their ownership percentage shrinks as new shares are created). The $7.88 per-share issuance price serves as a reference point investors can compare to the current trading price. The lender's option to convert the remaining loan balance into even more Rumble shares a year from now adds a second layer of potential dilution. Meanwhile, the restrictive covenants (the loan's rules) significantly limit Rumble's freedom to make acquisitions, issue equity, or take on additional debt while the loan is outstanding — constraining the company's financial flexibility for up to five years. All of this is directly connected to Rumble's ambition to acquire Northern Data AG, a move that would substantially expand its infrastructure footprint.

Frequently asked

Why is Rumble taking on this loan?

According to the filing, absorbing this €575 million loan is a condition of Rumble's planned tender offer — its bid to buy 100% of the shares of Northern Data AG.

How is Rumble paying for the loan it's taking over?

Rumble is not paying cash. Half of the outstanding loan balance will be settled by issuing new Rumble Class A Common Stock at $7.88 per share. The other half stays as a five-year loan Rumble owes to the lender.

Can the lender force Rumble to repay early?

The lender can only demand early repayment in specific situations listed in the agreement, such as Rumble missing a payment and not fixing it within 15 business days, a material breach of the contract, or insolvency proceedings being started.

What is the lender's conversion option?

Starting approximately one year after June 18, 2026, the lender can choose to convert the entire remaining loan balance into Rumble Class A Common Stock at a price equal to the higher of $7.88 per share or the 10-day average trading price at that time.

What the filing reported

1.01 Entry into a Material Agreement

2.03 Creation of a Material Financial Obligation

3.02 Other reported item

5.03 Amendments to Articles / Bylaws (incl. name change)

9.01 Financial Statements & Exhibits