RUM Group Inc. announced it entered into a commercial agreement with an unaffiliated U.S.-based cloud customer for the purchase of GPU services at the company's Maysville, GA site, currently under development, according to a filing with securities regulators.

The agreement, dated August 23, 2026, covers a total order value of approximately $13.7 billion spread evenly across three tranches over a six-year term. The third tranche is contingent on the customer's approval of the company's proposed delivery date before any obligations apply.

In connection with the commercial agreement, RUM Group entered into a binding term sheet to issue the customer a warrant to purchase up to 50,808,408 shares of Class A common stock at an exercise price of $0.01 per share. The warrant shares vest in tranches tied to the customer's purchases under the agreement.

The initial 50% of warrant shares vest in three equal tranches of 16.67% each, corresponding to the three purchase tranches. The remaining 50% may vest across five expansion tranches of 10% each if the parties enter into additional commercial agreements before the original agreement expires. Full vesting of all expansion tranches would require the customer to have purchased GPU services exceeding two-and-a-half times the original three-tranche total.

The warrant is exercisable for 10 years from the date of issuance by cash payment only, with no net settlement or cashless exercise permitted. Transfers of the warrant are restricted to controlled affiliates of the customer without company consent. Warrant share transfers are also restricted from going to known competitors, activist investors, or non-passive investors that would hold at least 10% of outstanding Class A common stock.

RUM Group is required to file a resale registration statement on Form S-3 within 30 days of the first warrant exercise. The warrant and warrant shares are being issued under the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.