RMBL Schedule 13D/A: $10M Subordinated Loans at 13% PIK; Cohen RSUs

Rhea-AI Filing Summary

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.

Positive

• Aggregate commitment of approximately $10 million in subordinated loans to prepay outstanding principal under the issuer's term loan
• Reporting persons beneficially own 7,104,346 shares (18.7% of Class B), signaling a significant ownership position
• RSU transfers to Partners (28,531 shares) were treated as a bona fide gift and exempt from short-swing liability under Section 16(b)

Negative

• Subordinated Loans bear 13.0% interest per annum payable semi‑annually in‑kind, which increases principal and future repayment obligations
• Subordinated status means these loans are contractually subordinate in right of payment to the issuer's senior loans
• Commitments are time‑limited and must be held available only until 11:59 p.m. ET on September 5, 2025

Insights

Financial Analyst

TL;DR: 18.7% Class B stake plus ~ $10M subordinated financing materially affects capital structure but terms are expensive and non‑traditional.

The reported 7.1 million Class B shares (18.7%) establish Stone House and affiliated parties as a significant holder. The commitment of ~$10 million in subordinated loans provides immediate capacity to prepay the issuer's term loan, which can relieve near‑term senior leverage pressure. However, the loans bear a 13.0% annual rate paid semi‑annually in‑kind, which compounds principal and increases future cash obligations. Because the loans are contractually subordinated to senior debt, their protective effect for creditors is limited; the structure appears designed to deliver rapid financing rather than low‑cost refinancing.

M&A / Capital Structure Specialist

TL;DR: Commitment letters supplying ~ $10M of subordinated capital are a material, actionable change to RumbleOn's financing plan and likely to influence creditor negotiations.

The three commitment parties each committing $3,333,334 (aggregate ~$10 million) to prepay term loan principal is a substantive capital structure event. Use of subordinated, 36‑month loans with 13.0% PIK interest suggests bridge-style relief intended to reduce senior loan balances now while deferring cash interest. This can be accretive to near‑term covenant compliance and reduce immediate default risk under senior documents, but it increases long‑term leverage and cash requirements when PIKed interest accrues. For investors and counterparties, the transaction is materially impactful to liquidity and debt priority considerations.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

RumbleOn, 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)

08/10/2025

(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: RumbleOn, Inc.
(c)	Address of Issuer's Principal Executive Offices: 901 W. WALNUT HILL LANE, SUITE 110A, IRVING, TEXAS , 75038.
Item 1 Comment: This Amendment No. 5 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 RumbleOn, 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, and as amended and/or supplemented by Amendment No. 4 to the Schedule 13D filed on December 23, 2024 (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 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended to add the following: On June 4, 2025, Mr. Cohen received a grant of 61,728 restricted stock units (the "June 2025 RSUs") calculated based on the share price at the close of trading on June 4, 2025. Each June 2025 RSU represents a contingent right to receive one share of Common Stock. The June 2025 RSUs will vest on June 4, 2026, and are subject to pro rata vesting if Mr. Cohen leaves the board of directors before that date. The June 2025 RSUs are held in an account by Mr. Cohen for the benefit of Partners and upon the applicable vesting date, the shares are intended to be transferred to Partners. As previously reported, on August 9, 2024, Mr. Cohen received a grant of 28,531 August 2024 RSUs for his service on the board of directors of the issuer. On June 4, 2025, 28,531 of the August 2024 RSUs vested and were initially held in an account by Mr. Cohen for the benefit of Partners. On June 6, 2025, the shares were transferred to Partners for no consideration. The transfer represents a "bona fide gift" under Rule 16b-5 promulgated by the SEC 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 purpose sunder Section 16(b) of the Act.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On August 10, 2025, the Issuer entered into separate commitment letters (collectively, the "Commitment Letters") with each of Stone House Capital Management, LLC, Mark Tkach and Bill Coulter (collectively, the "Commitment Parties"), pursuant to which each Commitment Party has committed to make $3,333,334 of subordinated loans to the Issuer (collectively, the "Subordinated Loans"). The aggregate gross proceeds of the Subordinated Loans, or approximately $10 million, will be used by the Issuer to prepay outstanding principal amounts owed under the Issuer's term loan credit agreement (the "Credit Agreement"). The Subordinated Loans will bear interest at a rate per annum of 13.0% per annum, payable semi-annually in-kind by increasing the principal amount of the Subordinated Loans. The Subordinated Loans will mature thirty-six months after the date of funding. The Subordinated Loans will be contractually subordinated in right of payment to the loans outstanding under the Credit Agreement (the "Senior Loans"). Each of the Commitment Parties has agreed to hold and make the commitments available until 11:59 p.m., Eastern Time, on September 5, 2025. The foregoing description of the Commitment Letters and the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Issuer's current report on Form 8-K, dated August 11, 2025, the Issuer's press release, dated August 11, 2025, and the Form of Commitment Letter, dated as of August 10, 2025, which are each incorporated herein by reference to Exhibit 99.25, Exhibit 99.26, and Exhibit 99.27 to this Schedule 13D, respectively.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated in its entirety as follows: The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto. Item 13 on each cover page hereto is based upon 38,002,422 shares of Class B Common Stock, outstanding as of August 1, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q, filed on August 11, 2025, by the Issuer with the U.S. Securities and Exchange Commission. Each Reporting Person declares that neither the filing of this Schedule 13D 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, the beneficial owner of any securities covered by this Schedule 13D. Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D 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, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following: 99.25 - Current Report on Form 8-K, dated August 11, 2025 (incorporated by reference to the Issuer's Current Report on Form 8-K filed on August 11, 2025 by the Issuer with the U.S. Securities and Exchange Commission). 99.26 - Press Release, dated August 11, 2025 (incorporated by reference to Exhibit 99.1 to the Issuer's Current Report on Form 8-K filed on August 11, 2025 by the Issuer with the U.S. Securities and Exchange Commission). 99.27 - Form of Commitment Letter, dated as of August 10, 2025, by and between RumbleOn, Inc. and each Lender party thereto (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on August 11, 2025 by the Issuer with the U.S. Securities and Exchange Commission).

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:	08/12/2025

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:	08/12/2025

Cohen Mark A.

Signature:	/s/ Mark Cohen
Name/Title:	Mark Cohen
Date:	08/12/2025

FAQ

How many Class B shares do Stone House and affiliated reporting persons beneficially own in RumbleOn (RMBL)?

The reporting persons beneficially own 7,104,346 shares, representing 18.7% of Class B common stock based on 38,002,422 shares outstanding as of August 1, 2025.

What are the terms of the subordinated loans disclosed in the Schedule 13D/A for RMBL?

Each Commitment Party committed $3,333,334 (aggregate ~$10 million) in subordinated loans to prepay the term loan. The loans bear 13.0% interest per annum payable semi‑annually in‑kind, mature in 36 months, and are contractually subordinated to the senior loans.

What will the subordinated loan proceeds be used for at RumbleOn (RMBL)?

The aggregate gross proceeds of the Subordinated Loans (approximately $10 million) will be used by the issuer to prepay outstanding principal amounts owed under the issuer's term loan credit agreement.

What RSU activity involving Mark Cohen is disclosed in this amendment?

On June 4, 2025, Mr. Cohen received 61,728 restricted stock units (vesting June 4, 2026). Additionally, 28,531 RSUs granted in August 2024 vested on June 4, 2025 and were transferred to Partners on June 6, 2025 as a bona fide gift.

Where can investors find supporting exhibits referenced in this Schedule 13D/A for RMBL?

The amendment incorporates by reference: Exhibit 99.25 (Issuer Current Report dated August 11, 2025), Exhibit 99.26 (Press Release dated August 11, 2025), and Exhibit 99.27 (Form of Commitment Letter dated August 10, 2025).