Rumbleon Inc SEC Filings

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).

Initial Form 3 filed for RideNow Group, Inc. (RDNW) by Dominick San Angelo III, reporting a director-level position and initial beneficial ownership. The filing shows 100 Class B shares held directly and 1,350 Class B shares held indirectly through a 401(k) plan, for a total economic interest of 1,450 Class B shares. The filer also reports a call option (obligation to sell) covering 100 Class B shares exercisable 07/03/2025 with a $5 exercise price and expiring 12/19/2025. The form is signed by an attorney-in-fact.

Form 3 filed for RideNow Group, Inc. (RDNW) by reporting person Maric Miran, who is identified as a Director. The form records the event date of 08/09/2025 and is signed by an attorney-in-fact on 08/19/2025. The filing explicitly states: no securities are beneficially owned by the reporting person and includes an Exhibit 24 power of attorney.

Amendment No. 11 to a Schedule 13D updates holdings and actions by reporting persons William Coulter and Mark Tkach with respect to RumbleOn, Inc.'s Class B common stock. The filing restates beneficial ownership on a 38,002,422 share base, showing Mr. Coulter beneficially owns 6,777,983 shares (17.8%) and Mr. Tkach beneficially owns 6,871,354 shares (18.1%). Certain affiliated entities and trusts hold additional small positions, and the reporting persons together may be deemed a group beneficially owning 13,649,337 shares (35.9%) in the aggregate.

The amendment discloses two compensation and financing actions: each of Mr. Coulter and Mr. Tkach received 61,728 restricted stock units on June 4, 2025, vesting June 4, 2026; and on August 10, 2025 each committed to make a $3,333,334 subordinated loan to the issuer. The Subordinated Loans bear interest at 13.0% per annum payable semi-annually in-kind by increasing principal, mature 36 months after funding, are contractually subordinated to the issuer's Credit Agreement, and are intended to be available to prepay outstanding principal under that Credit Agreement. The commitment letters remain available until September 5, 2025. The amendment incorporates referenced exhibits including the 2017 Stock Incentive Plan amendment, the commitment letter form, the issuer's current report, and the issuer's quarterly report for the period ended June 30, 2025.

RumbleOn reporting persons Stone House Capital Management, SH Capital Partners and Mark Cohen state joint beneficial ownership of 7,104,346 shares, equal to 18.7% of Class B common stock based on 38,002,422 shares outstanding as of August 1, 2025. The amendment discloses RSU activity: Mr. Cohen received 61,728 RSUs on June 4, 2025 (vesting June 4, 2026) and 28,531 RSUs from an August 2024 grant that vested June 4, 2025 and were transferred to Partners on June 6, 2025 as a bona fide gift.

The filing also reports commitment letters dated August 10, 2025 under which Stone House, Mark Tkach and Bill Coulter each committed $3,333,334 in subordinated loans (aggregate ~$10 million) to prepay amounts under the issuer's term loan. The Subordinated Loans carry 13.0% interest payable semi-annually in-kind (increasing principal), mature in 36 months, and are contractually subordinated to the senior loans.

RumbleOn, Inc. (RMBL) reported total revenue of $299.9 million for the quarter ended June 30, 2025, down 11% from $336.8 million a year earlier, driven by lower new vehicle retail volume. The company recorded a $34.0 million impairment of franchise rights, producing a net loss of $32.2 million for the quarter versus a $0.7 million loss in the prior-year period. Gross profit declined to $83.9 million from $89.9 million, while selling, general and administrative expenses decreased modestly to $66.7 million.

On the balance sheet, cash and restricted cash totaled $59.8 million and inventory rose to $274.9 million. Vehicle floor plan borrowings were $240.2 million and total debt was about $458.6 million, with a term loan principal of $228.5 million. Stockholders' equity was a deficit of $4.7 million. Management amended its credit agreement in August 2025 to extend maturity and reduce the interest rate, announced related-party subordinated loan commitments of approximately $10.0 million, and disclosed an ongoing SEC subpoena and related Delaware litigation.

RumbleOn, Inc. entered into three commitment letters providing approximately $10.0 million of subordinated loans (each commitment of $3,333,334) to be used to prepay outstanding principal under its term loan. The Subordinated Loans carry a 13.0% per annum interest rate payable semi-annually in-kind, mature in 36 months, and are contractually subordinated to the Company9s senior loans.

The Company and its lenders also executed Amendment No. 10 to the Term Loan Credit Agreement, which extends the senior loan maturity to September 30, 2027, requires a $20.0 million prepayment using subordinated loan proceeds and other funds, reduces the senior loan interest rate by 0.50%, adds reporting covenants and refinancing milestones (commence refinancing prior to Sept 30, 2026 and complete by Nov 30, 2026), modifies financial covenants, and adds a fully earned $2.1 million exit fee. The Board expanded from seven to nine members and appointed Dominick San Angelo and Miran Maric as independent directors, and approved a corporate name change to RideNow Group, Inc. with a ticker change to RDNW effective August 13, 2025.