Tkach Amends RumbleOn Stake Filing

TL;DR

Tkach filed an amendment for RumbleOn (RMBL) - ownership update.

AI Summary

Mark Tkach filed an amendment (No. 8) to Schedule 13D on November 18, 2024, regarding RumbleOn, Inc. The filing indicates a change in beneficial ownership of Class B Common Stock. Tkach, along with associated entities like WJC PROPERTIES, L.L.C. and WRC 2021 IRREVOCABLE TRUST, holds a significant stake in the company.

Why It Matters

This filing updates the market on significant changes in beneficial ownership for RumbleOn, Inc., potentially impacting stock price and investor sentiment.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can signal shifts in control or strategy, which may introduce volatility.

Key Players & Entities

• Mark Tkach (person) — Filing party and beneficial owner
• RumbleOn, Inc. (company) — Subject company
• WJC PROPERTIES, L.L.C. (company) — Group member associated with filing party
• WRC 2021 IRREVOCABLE TRUST (company) — Group member associated with filing party
• Class B Common Stock (security) — Securities subject to the filing

FAQ

Key Financial Figures

• $0.001 — suer) Class B Common Stock, par value $0.001 per share (Title of Class of Securiti
• $10.0 million — offered in the 2024 Rights Offering is $10.0 million with each share of Class B Common Stock

Filing Documents

• tm2428693d1_sc13da.htm (SC 13D/A) — 118KB
• 0001104659-24-120286.txt ( ) — 120KB

Source and Amount of Funds or other

Item 3. Source and Amount of Funds or other Consideration

is hereby amended and supplemented as follows

Item 3 is hereby amended and supplemented as follows: On August 9, 2024, pursuant to the Issuer’s non-employee director compensation program and the 2017 Stock Incentive Plan, Mr. Coulter received a grant of 28,531 restricted stock units (the “ 2024 Coulter RSUs ”) calculated based on the share price of Class B Common Stock at the conclusion of the second trading day following the release of Q2 2024 earnings. Each of the 2024 Coulter RSUs represents a contingent right to receive one share of Class B Common Stock. The 2024 Coulter RSUs will vest on June 4, 2025, and are subject to pro rata vesting if Mr. Coulter leaves the board of directors before that date. The grant of the 2024 Coulter RSUs is subject to the 2017 Stock Incentive Plan and the Issuer’s standard restricted stock unit agreement (the “ Coulter RSU Grant Agreement ”) between the Issuer and Mr. Coulter. On March 25, 2024 , pursuant to the Issuer’s non-employee director compensation program and the 2017 Stock Incentive Plan, Mr. Tkach received a grant of 6,374 restricted stock units (the “ March 2024 Tkach RSUs ”), calculated based upon the share price of Class B Common Stock at the close of trading on December 26, 2024, the second trading day following the date on which Mr. Tkach joined the board of directors of the Issuer. Each of the March 2024 Tkach RSUs represented a contingent right to receive one share of Class B Common Stock. The March 2024 Tkach RSUs vested in two equal installments on April 1, 2024 and July 1, 2024. On August 9, 2024, pursuant to the Issuer’s non-employee director compensation program and the 2017 Stock Incentive Plan, Mr. Tkach received a grant of 28,531 restricted stock units (the “ August 2024 Tkach RSUs ”) calculated based on the share price of Class B Common Stock at the conclusion of the second trading day following the release of Q2 2024 earnings. Each of the August 2024 Tkach RSUs represents a cont

Purpose of Transaction

Item 4. Purpose of Transaction

is hereby amended and supplemented as follows

Item 4 is hereby amended and supplemented as follows: On November 11, 2024, the Issuer entered into a binding term sheet for a fully backstopped rights offering (the “ Rights Offering Term Sheet ”) with Stone House Capital Management, LLC (the “ Backstop Investor ”) and Mr. Tkach and Mr. Coulter (each, a “ Supporting Investor ”). Pursuant to the Rights Offering Term Sheet, the Issuer proposes to conduct a rights offering (the “ 2024 Rights Offering ”) in which it will distribute to each holder of outstanding shares of Class B Common Stock of the Issuer (in addition to each holder of record of its outstanding shares of Class A common stock of the Issuer, par value $0.001 per share) (collectively, the “ Eligible Securityholders ”) its pro rata share of non-transferable rights (the “ 2024 Subscription Rights ”) to subscribe for and purchase shares of Class B Common Stock of the Issuer. The aggregate subscription price of all shares of Class B Common Stock of the Issuer to be offered in the 2024 Rights Offering is $10.0 million with each share of Class B Common Stock to be priced at the lower of (i) 20% discount to the 30-day volume-weighted average price (“ VWAP ”) per share of Class B Common Stock immediately prior to the date of the Rights Offering Term Sheet and (ii) 20% discount to the 10-day VWAP per share of the Class B Common Stock immediately prior to the date of execution of the 2024 Backstop Agreement (as defined below) (the “ Subscription Price ”). As disclosed in the Issuer’s press release, dated November 15, 2024 (the “ 2024 Rights Offering Date Press Release ”), the close of business (4:00 p.m. Central Time) on November 25, 2024 has been fixed as the record date of the 2024 Rights Offering. Pursuant to the Rights Offering Term Sheet, the Backstop Investor has agreed to enter into a standby purchase agreement with the Issuer (the “ 2024

Interest in Securities of Issuer

Item 5. Interest in Securities of Issuer. The information contained in Item 5 of the Amended Schedule 13D is hereby amended and restated as follows: The aggregate percentage of the shares of Class B Common Stock reported owned by each Reporting Person is based on 35,320,954 shares of Class B Common Stock, $0.001 par value, outstanding as of November 1, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2024, that was filed by the Issuer with the U.S. Securities and Exchange Commission on November 18, 2024. A. Mr. Coulter (a) As of the date hereof, Mr. Coulter beneficially owned 6,321,489 shares of Class B Common Stock. Mr. Coulter’s beneficial ownership includes 1,233,498 shares of Class B Common Stock held in 2021 Trust, for which Mr. Coulter serves as Trustee, and 63,136 shares of Class B Common Stock held by WJC Properties, for which he serves as Manager. Mr. Coulter is the Trustee of 98 Trust, which is the sole member of WRC LLC, which is the controlling member of WJC Properties. Percentage: 17.9% (b) 1. Sole power to vote or direct vote: 6,321,489 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct disposition: 6,321,489 4. Shared power to dispose or direct disposition: 0 B. Mr. Tkach (a) As of the date hereof, Mr. Tkach beneficially owned 6,408,940 shares of Class B Common Stock. Percentage: 18.1% (b) 1. Sole power to vote or direct vote: 6,408,940 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct disposition: 6,408,940 4. Shared power to dispose or direct disposition: 0 C. WJC Properties (a) As of the date hereof, WJC Properties beneficially owned 63,136 shares of Class B Common Stock. Percentage 0.2% (b) 1. Sole power to vote or direct vote: 63,136 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct disposition: 63,136 4. Shared power to dispose or direct disposit

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

of the Amended Schedule 13D is hereby amended

Item 6 of the Amended Schedule 13D is hereby amended to add the following: The information contained in Item 3 and Item 4 of this Amendment No. 8 is incorporated herein by reference.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits.

of the Amended Schedule 13D is hereby amended

Item 7 of the Amended Schedule 13D is hereby amended to add the following: Exhibit 99.24 – Fifth Amendment to RumbleOn, Inc. 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 28, 2024, by the Issuer with the U.S. Securities and Exchange Commission). Exhibit 99.25 – Form of 2024 Restricted Stock Unit Award Agreement, effective March 19, 2024 (incorporated by reference to Exhibit 10.1 to the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed on May 8, 2024, by the Issuer with the U.S. Securities and Exchange Commission). Exhibit 99.26 – Current Report on Form 8-K, dated November 11, 2024 (incorporated by reference to the Issuer’s Current Report on Form 8-K filed on November 12, 2024, by the Issuer with the U.S. Securities and Exchange Commission). Exhibit 99.27 – Press Release, dated November 15, 2024 (incorporated by reference to Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed on November 15, 2024, by the Issuer with the U.S. Securities and Exchange Commission).

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 18, 2024 /s/ William Coulter William Coulter /s/ Mark Tkach Mark Tkach WJC PROPERTIES, L.L.C. /s/ William Coulter By: William Coulter Title: Manager WRC-2009, L.L.C. /s/ William Coulter By: William Coulter Title: Manager The WRC-98 Trust /s/ William Coulter By: William Coulter Title: Trustee THE WRC 2021 Irrevocable Trust /s/ William Coulter By: William Coulter Title: Trustee

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