RideNow Group (RDNW) director logs RSU award and bona fide share gifts
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
RideNow Group, Inc. director Mark A. Cohen reported compensation-related equity grants and non-market transfers involving Class B Common Stock linked to SH Capital Partners, L.P. On June 4, 2026, he received 12,903 restricted stock units that each represent a contingent right to one share and will vest on the earlier of the day immediately preceding the first annual meeting after the grant or June 4, 2027. These RSUs are held in an account by Mr. Cohen for the benefit of SH Capital Partners and are intended to be transferred to that entity upon vesting.
The filing also notes that 61,728 RSUs originally granted on June 4, 2025 vested on June 4, 2026, were initially held in an account by Mr. Cohen for the benefit of SH Capital Partners, and on June 8, 2026, 61,728 shares were transferred to SH Capital Partners for no consideration as a transaction characterized as a bona fide gift under Rule 16b-5. Following one of the reported transactions, indirect holdings associated with SH Capital Partners are shown as 7,166,074 shares of Class B Common Stock, while one direct line item for Mr. Cohen shows 12,903 shares after a separate gift transfer. The reporting persons state that SH Capital Partners is the record and direct beneficial owner, Stone House Capital Management, LLC may be deemed to beneficially own securities owned by SH Capital Partners, and Mr. Cohen may be deemed to beneficially own securities owned by Stone House. Each reporting person disclaims beneficial ownership of the securities covered by the statement except to the extent of their pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
123,456 shares gifted
Mixed
3 txns
Insider
Cohen Mark A., SH Capital Partners, L.P., Stone House Capital Management, LLC
Role
null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Class B Common Stock | 61,728 | $0.00 | -- |
| Gift | Class B Common Stock | 61,728 | $0.00 | -- |
| Grant/Award | Class B Common Stock | 12,903 | $0.00 | -- |
Holdings After Transaction:
Class B Common Stock — 12,903 shares (Direct, null);
Class B Common Stock — 7,166,074 shares (Indirect, See Footnotes)
Footnotes (1)
- On June 4, 2026, Mark Cohen received a grant of 12,903 restricted stock units (the "June 2026 RSUs"), which will vest and become exerciseable on the earlier of (i) the day immediately preceding the date of the first annual meeting following the date of the grant and (ii) June 4, 2027. Each June 2026 RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock. The June 2026 RSUs are held in an account by Mr. Cohen for the benefit of SH Capital Partners, L.P. ("Partners") and upon the applicable vesting date, the shares are intended to be transferred to Partners. As previously reported, on June 4, 2025, Mark Cohen received a grant of 61,728 restricted stock units (the "June 2025 RSUs") for his service on the board of directors of the issuer. Mr. Cohen serves on the board of directors of the issuer in connection with Partners' investment in the issuer. On June 4, 2026, 61,728 of the June 2025 RSUs vested and were initially held in an account by Mr. Cohen for the benefit of Partners. On June 8, 2026, the shares were transferred to Partners for no consideration. The transfer represents a "bona fide gift" under Rule 16b-5 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Act"), and as such, the transaction is exempt for matching and short-swing liability purposes under Section 16(b) of the Act. This statement is jointly filed by and on behalf of each of Mr. Cohen, Partners and Stone House Capital Management, LLC ("Stone House"). Partners is the record and direct beneficial owner of the securities. Stone House is the general partner and investment manager of, and may be deemed to beneficially own securities owned by, Partners. Mr. Cohen is the managing member of, and may be deemed to beneficially own securities owned by, Stone House. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.
Key Figures
June 2026 RSU grant: 12,903 RSUs
June 2025 RSUs vested and transferred: 61,728 shares
Total shares gifted: 123,456 shares
+2 more
5 metrics
June 2026 RSU grant
12,903 RSUs
Grant to Mark Cohen on June 4, 2026
June 2025 RSUs vested and transferred
61,728 shares
Vested June 4, 2026; bona fide gift on June 8, 2026
Total shares gifted
123,456 shares
Two bona fide gifts of Class B Common Stock
Indirect holdings after one transaction
7,166,074 shares
Class B Common Stock shown as indirect holdings
Direct holdings after gift
12,903 shares
Class B Common Stock held directly after one gift transfer
Key Terms
restricted stock units, bona fide gift, pecuniary interest, Section 16(b), +1 more
5 terms
restricted stock units financial
"Mark Cohen received a grant of 12,903 restricted stock units (the "June 2026 RSUs")"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
bona fide gift regulatory
"The transfer represents a "bona fide gift" under Rule 16b-5 promulgated by the Securities and Exchange Commission"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
pecuniary interest financial
"Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest"
Section 16(b) regulatory
"the transaction is exempt for matching and short-swing liability purposes under Section 16(b) of the Act"
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
Section 13(d) or 13(g) regulatory
"for purposes of Section 13(d) or 13(g) of the Act"
FAQ
What insider transactions did RideNow Group (RDNW) report for Mark Cohen?
RideNow Group reported that director Mark A. Cohen received 12,903 restricted stock units on June 4, 2026 and reported two bona fide gifts totaling 123,456 shares of Class B Common Stock linked to SH Capital Partners, L.P.
How many restricted stock units did Mark Cohen receive from RideNow Group (RDNW)?
Mark Cohen received a grant of 12,903 restricted stock units on June 4, 2026. Each RSU represents a contingent right to receive one share of RideNow Group’s Class B Common Stock, with vesting tied to the first annual meeting or June 4, 2027.
When do the June 2026 RSUs for RideNow Group (RDNW) vest?
The June 2026 RSUs vest on the earlier of the day immediately preceding the issuer’s first annual meeting after the grant or June 4, 2027. After vesting, the shares are intended to be transferred to SH Capital Partners, L.P.