[SCHEDULE 13D/A] RumbleOn, Inc. SEC Filing

Rhea-AI Filing Summary

Amendment No. 6 to a Schedule 13D discloses that on August 25, 2025 RideNow Group, Inc. issued unsecured subordinated promissory notes totaling approximately $10.0 million to three lenders (each for $3,333,334) to prepay outstanding principal under its senior term loan. The Subordinated Notes carry a 13.0% annual interest rate payable semi-annually in arrears, with interest payable in-kind and capitalized to principal, and mature on August 31, 2028. The Subordinated Notes are subordinated in right of payment to the Senior Credit Agreement and are guaranteed by the issuer's subsidiaries that guarantee the senior debt. The filing also shows Stone House Capital Management, SH Capital Partners and Mark A. Cohen collectively report beneficial ownership of 7,104,346 shares (18.7% of Class B).

Positive

• Approximately $10.0 million of subordinated financing was arranged to prepay senior loan principal, which may relieve near-term senior loan pressure
• Subordinated Notes are guaranteed by subsidiaries that guarantee the senior credit agreement, providing additional contractual backing

Negative

• High interest rate of 13.0% per annum with interest payable in-kind and capitalized, increasing effective financing cost and principal over time
• Subordination to the Senior Credit Agreement reduces recovery priority for these lenders and may indicate constrained financing options
• Related-party involvement: Reporting persons who beneficially own 18.7% participated in the financing, which can create potential conflicts of interest

Insights

Credit/Risk Analyst

TL;DR: The company replaced senior debt with higher-cost subordinated debt, improving near-term senior loan paydown but increasing funding cost and subordination risk.

Issuing ~$10.0M of subordinated notes to prepay the Senior Loans reduces immediate senior secured leverage but replaces that exposure with subordinated obligations bearing a high 13.0% coupon, capitalized in-kind, which will materially increase effective financing cost and compound principal through capitalization of interest. Subordination reduces recoverability for these lenders in a distressed scenario. The mandatory prepayment feature tied to any Specified Equity Offering aligns incentives but may limit future liquidity flexibility. Overall this is a tactical refinancing that eases senior covenant/repayment pressure now at the expense of longer-term cost and structural subordination.

Corporate Governance / Activist Investor Analyst

TL;DR: Significant insider group holds 18.7% and provided subordinated financing, increasing their economic exposure and influence.

The disclosure shows the reporting persons — Stone House Capital Management, SH Capital Partners and Mark A. Cohen — jointly beneficially own 7,104,346 shares (18.7%). Those same or related parties participated in the subordinated financing, which can be viewed as aligned with the company to support senior debt reduction. However, related-party financing on subordinated terms raises governance flags on arm's-length pricing and potential conflicts, especially given in-kind interest capitalization that increases the lenders' economic stake over time. Investors should note the dual role of these parties as owners and lenders when assessing incentives and future corporate actions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

RideNow Group, Inc.

(Name of Issuer)

Class B Common Stock, $0.001 par value

(Title of Class of Securities)

781386305

(CUSIP Number)

Mitchell Raab, Esq.
Olshan Frome Wolosky LLP, 1325 Avenue of the Americas
New York, NY, 10019
(212) 451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/26/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 781386305

1

Name of reporting person

Stone House Capital Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,104,346.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,104,346.00

11

Aggregate amount beneficially owned by each reporting person

7,104,346.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.7 %

14

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13D

CUSIP No. 781386305

1

Name of reporting person

SH Capital Partners, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,104,346.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,104,346.00

11

Aggregate amount beneficially owned by each reporting person

7,104,346.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 781386305

1

Name of reporting person

Cohen Mark A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,104,346.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,104,346.00

11

Aggregate amount beneficially owned by each reporting person

7,104,346.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.7 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class B Common Stock, $0.001 par value
(b)	Name of Issuer: RideNow Group, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2677 E WILLIS ROAD, CHANDLER, ARIZONA , 85286.
Item 1 Comment: This Amendment No. 6 to Schedule 13D is jointly filed by and on behalf of each of the Reporting Persons to amend the Schedule 13D related to the shares of Class B Common Stock, $0.001 par value (the "Common Stock") of RideNow Group, Inc., a Nevada corporation (the "Issuer"), initially filed with the U.S. Securities and Exchange Commission on August 11, 2023, as amended and/or supplemented by Amendment No. 1 to the Schedule 13D filed on September 5, 2023, as amended and/or supplemented by Amendment No. 2 to the Schedule 13D filed on December 11, 2023, as amended and/or supplemented by Amendment No. 3 to the Schedule 13D filed on November 18, 2024, as amended and/or supplemented by Amendment No. 4 to the Schedule 13D filed on December 23, 2024 and as amended and/or supplemented by Amendment No. 5 to the Schedule 13D filed on August 13, 2025 (as amended, the "Schedule 13D"). Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On August 25, 2025, the Issuer issued separate unsecured subordinated promissory notes (collectively, the "Subordinated Notes") payable to each of Stone House Capital Management, LLC, Face Canyon LLC and Mark Tkach (collectively, the "Subordinated Lenders") to evidence $3,333,334 of unsecured subordinated loans made by each Subordinated Lender to the Issuer. The aggregate gross proceeds of the unsecured subordinated loans evidenced by the Subordinated Notes, or approximately $10.0 million, were used to prepay outstanding principal amounts of the loans (the "Senior Loans") owed under the Company's term loan credit agreement (the "Senior Credit Agreement"), among the Issuer, as borrower, the guarantors party thereto, the lenders party thereto and Oaktree Fund Administration, LLC, as administrative agent and collateral agent (the "Senior Agent"). The Subordinated Notes are subordinated in right of payment to the Issuer's obligations under the Senior Credit Agreement pursuant to the terms of a subordination agreement entered into by and among the Company, the Subordinated Lenders, and the Senior Agent. The Subordinated Notes bear interest at a rate of 13.0% per annum, payable semi-annually in arrears on the last business day of each February and August, beginning February 27, 2026. Interest is payable in-kind and capitalized to the principal balance. Each Subordinated Note matures on August 31, 2028, unless earlier repaid or accelerated in accordance with its terms. In the event a Subordinated Lender participates in a Specified Equity Offering (as defined in the Subordinated Notes), the Issuer is required to use the net cash proceeds received from such Subordinated Lender in such Specified Equity Offering to make a mandatory prepayment of such Subordinated Lender's Subordinated Note. Each Subordinated Note is guaranteed on a joint and several basis by the Issuer's subsidiaries that are guarantors under the Senior Credit Agreement (each, a "Subordinated Guaranty"). Subject to the terms of the corresponding Subordinated Note, each Subordinated Guaranty is irrevocable and unconditional, and will remain in effect until all obligations under such Subordinated Note are satisfied. The foregoing description of the Subordinated Notes and Subordinated Guaranties does not purport to be complete and is qualified in its entirety by reference to the full text of the Subordinated Notes, a form of which is attached hereto as Exhibit 99.28.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following: 99.28 - Form of Unsecured Promissory Note, dated as of August 25, 2025, made by RideNow Group, Inc. payable to each Subordinated Lender.

SIGNATURE

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.

Stone House Capital Management, LLC

Signature:	/s/ Mark Cohen
Name/Title:	Mark Cohen, Managing Member
Date:	08/27/2025

SH Capital Partners, L.P.

Signature:	/s/ Mark Cohen
Name/Title:	Mark Cohen, Managing Member of Stone House Capital Management, LLC, its General Partner
Date:	08/27/2025

Cohen Mark A.

Signature:	/s/ Mark Cohen
Name/Title:	Mark Cohen
Date:	08/27/2025

FAQ

What did the Schedule 13D/A for RMBL disclose about new financing?

The filing states RideNow issued unsecured subordinated promissory notes totaling approximately $10.0 million on August 25, 2025 to prepay senior loan principal.

What are the key terms of the subordinated notes in the filing?

Each Subordinated Note bears 13.0% annual interest payable semi-annually in arrears, interest is payable in-kind and capitalized to principal, and notes mature on August 31, 2028.

How are the subordinated notes ranked versus the senior debt?

The Subordinated Notes are expressly subordinated in right of payment to obligations under the Senior Credit Agreement per a subordination agreement.

Who guaranteed the Subordinated Notes?

Each Subordinated Note is guaranteed on a joint and several basis by the issuer's subsidiaries that are guarantors under the Senior Credit Agreement.

What ownership stake do the reporting persons hold according to the filing?

Stone House Capital Management, SH Capital Partners and Mark A. Cohen report beneficial ownership of 7,104,346 shares, representing 18.7% of Class B common stock.