Tkach Amends RumbleOn Stake Filing

TL;DR

Tkach filed an update on his RumbleOn stake. Ownership details changed.

AI Summary

Mark Tkach filed an amendment (No. 9) to Schedule 13D on December 10, 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 ownership changes for RumbleOn, Inc., potentially impacting its stock price and corporate governance.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can signal shifts in control or strategy, which may affect the company's stock performance.

Key Players & Entities

• Mark Tkach (person) — Filing party and beneficial owner
• RumbleOn, Inc. (company) — Subject company
• WJC PROPERTIES, L.L.C. (company) — Associated entity with beneficial ownership
• WRC 2021 IRREVOCABLE TRUST (company) — Associated entity with beneficial ownership
• 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 Securitie
• $4.18 — f the Issuer at a Subscription Price of $4.18 per share; and (ii) the Supporting Inve
• $16.0 million — lan financing facility of not less than $16.0 million of total committed availability to fina
• $4.0 million — roperty located in Daytona, Florida for $4.0 million and a subsequent triple-net lease back
• $25,666 — back from the buyer at a lease rate of $25,666 per month of base rent plus a pass-thro

Filing Documents

• tm2430607d1_sc13da.htm (SC 13D/A) — 137KB
• 0001104659-24-127389.txt ( ) — 138KB

Purpose of Transaction

Item 4. Purpose of Transaction

is hereby amended and supplemented as

Item 4 is hereby amended and supplemented as follows: Pursuant to the previously disclosed Rights Offering Term Sheet in connection with the previously disclosed 2024 Rights Offering, on November 26, 2024, the Issuer entered into a Support and Standby Purchase Agreement (the “ 2024 Support and Standby Purchase Agreement ”) with the Backstop Investor and the Supporting Investors. The 2024 Support and Standby Purchase Agreement provides that, among other things: (i) in connection with the 2024 Rights Offering, as of the close of business on November 25, 2024 (the “ 2024 Rights Offering Record Date ”), the Issuer will distribute the 2024 Subscription Rights at no charge to Eligible Securityholders to subscribe for and purchase shares of Class B Common Stock of the Issuer at a Subscription Price of $4.18 per share; and (ii) the Supporting Investors will exercise all of their respective 2024 Subscription Rights in full prior to the expiration of the 2024 Rights Offering. The 2024 Support and Standby Purchase Agreement allocates the several obligations for each Supporting Investor to exercise his respective 2024 Subscription Rights in full prior to the expiration of the 2024 Rights Offering as follows: (i) Mr. Tkach: 18.145%; and (ii) Mr. Coulter: 17.897%. Mr. Tkach and Mr. Coulter are not entitled to receive a fee for the commitment made by each of them under the 2024 Support and Standby Purchase Agreement. Mr. Tkach and Mr. Coulter are, however, entitled to receive reimbursement of reasonable expenses related to the 2024 Support and Standby Purchase Agreement and the 2024 Rights Offering. The 2024 Support and Standby Purchase Agreement also requires the Issuer to execute a registration rights agreement that provides registration rights to each Supporting Investor in respect of the Backstop Securities that were previously sold to them on December 8, 2023, under the Standby Purchase Agreement, originally dated August 8, 2023 and amended on Novemb

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

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

of the Amended Schedule 13D is hereby

Item 6 of the Amended Schedule 13D is hereby amended to add the following: The information contained in Item 4 of this Amendment No. 9 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

Item 7 of the Amended Schedule 13D is hereby amended to add the following: Exhibit 99.28 – Current Report on Form 8-K, dated November 26, 2024 (incorporated by reference to the Issuer’s Current Report on Form 8-K filed on November 26, 2024, by the Issuer with the U.S. Securities and Exchange Commission). Exhibit 99.29 – Support and Standby Purchase Agreement, dated as of November 26, 2024 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on November 26, 2024, by the Issuer with the U.S. Securities and Exchange Commission). Exhibit 99.30 – Press Release, dated November 26, 2024 ( incorporated by reference to Exhibit 99.7 to the Issuer’s Current Report on Form 8-K filed on November 26, 2024, by the Issuer with the U.S. Securities and Exchange Commission). Exhibit 99.31 – Current Report on Form 8-K, dated December 6, 2024 (incorporated by reference to the Issuer’s Current Report on Form 8-K filed on December 6, 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: December 10, 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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