RMBL: Coulter and Tkach receive RSUs and pledge subordinated loans

Rhea-AI Filing Summary

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.

Positive

• Direct insider support: Mr. Coulter and Mr. Tkach each committed $3,333,334 in subordinated loans to the issuer, intended to help prepay the term loan.
• Significant insider ownership: Reporting persons and affiliates may beneficially own 13,649,337 shares (35.9%) of Class B stock, aligning substantial voting influence with those insiders.
• Equity alignment: Each reporting person received 61,728 RSUs on June 4, 2025, vesting June 4, 2026, which links director compensation to stock performance.

Negative

• High-cost junior financing: The Subordinated Loans bear 13.0% per annum interest, payable semi-annually in-kind, which increases principal and reflects expensive capital.
• Subordination risk: The Subordinated Loans are contractually subordinated to the Credit Agreement, meaning these loans rank behind existing lenders and may offer limited recovery in a default scenario.
• Concentration of control: With insiders potentially controlling 35.9% of Class B shares, liquidity and governance may be constrained and minority shareholders may face limited influence.

Insights

Corporate Governance Expert

TL;DR: Insider ownership concentration and direct financing commitments signal strong insider support and alignment with shareholders.

The filing documents that Mr. Coulter and Mr. Tkach, together with affiliated entities and trusts, may collectively own 35.9% of Class B shares, a substantial ownership block that gives these insiders significant influence over governance and voting outcomes. The grant of 61,728 RSUs each ties director compensation to equity performance and vests one year after grant, increasing alignment of incentive timing with shareholder returns. The mutual commitment to provide $3.333M subordinated loans each to the issuer on specified terms demonstrates direct financial support from insiders; however, these loans are contractually subordinated and carry a 13.0% in-kind interest, indicating the company is relying on insider capital under strained credit terms rather than unsecured capital markets. Overall, these actions are materially supportive of the company's liquidity but also concentrate economic and voting power in insider hands.

Credit/Risk Analyst

TL;DR: Insider subordinated loans likely improve near-term liquidity but increase long-term secured creditor complexity and carry high interest.

The amendment confirms each insider committed $3,333,334 of subordinated loans intended to prepay the outstanding principal under the issuer's term loan credit agreement. The loans mature in 36 months and accrue 13.0% interest payable semi-annually in-kind, which increases principal rather than reducing cash interest burden. Because these loans are contractually subordinated to the existing Credit Agreement, they will rank behind senior lenders on repayment, which preserves senior creditor priority but also creates an elevated junior claim that will dilute recoveries for subordinated stakeholders if distress persists. The financing term and in-kind interest rate suggest constrained access to cheaper capital and a reliance on insider support to address near-term obligations. This is material to creditors and investors assessing capital structure risk and refinancing needs.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

RumbleOn, Inc.

(Name of Issuer)

Class B Common Stock, par value $0.001 per share

(Title of Class of Securities)

781386305

(CUSIP Number)

Kellie L. Bobo, Esq.
98 San Jacinto Boulevard, Suite 1500
Austin, TX, 78701
(512) 867-8411

(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

William Coulter

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)

SC, PF

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 6,777,983.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,777,983.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,777,983.00

12

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

13

Percent of class represented by amount in Row (11)

17.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) With respect to Item 7,9, and 11, note these items include 1,317,005 shares of Class B Common Stock held in The WRC 2021 Irrevocable Trust, for which Mr. Coulter serves as Trustee, and 67,410 shares of Class B Common Stock held by WJC Properties, L.L.C., for which Mr. Coulter serves as Manager, and do not include 61,728 shares of Class B Common Stock underlying unvested time-based restricted stock units as granted to Mr. Coulter under the 2017 Stock Incentive Plan. (2) With respect to Item 11, note this item excludes 6,871,354 shares of Class B Common Stock held by Mr. Tkach as to which Mr. Coulter disclaims beneficial ownership. This report shall not be construed as an admission that Mr. Coulter is the beneficial owner of such securities. (3) With respect to Item 13, note this item is based on 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 for the quarterly period ended June 30, 2025, that was filed by the Issuer with the U.S. Securities and Exchange Commission on August 11, 2025.

SCHEDULE 13D

CUSIP No. 781386305

1

Name of reporting person

Mark Tkach

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)

SC, PF

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 6,871,354.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,871,354.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,871,354.00

12

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

13

Percent of class represented by amount in Row (11)

18.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) With respect to Items 7,9, and 11, note these items do not include 61,728 shares of Class B Common Stock underlying unvested time-based restricted stock units as granted to Mr. Tkach under the 2017 Stock Incentive Plan. (2) With respect to Item 11, note this item excludes 6,777,983 shares of Class B Common Stock held by the other Reporting Persons hereto as to which Mr. Tkach disclaims beneficial ownership. This report shall not be construed as an admission that Mr. Tkach disclaims beneficial ownership. This report shall not be construed as an admission that Mr. Tkach is the beneficial owner of such securities. (3) With respect to Item 13, note this item is based on 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 for the quarterly period ended June 30, 2025, that was filed by the Issuer with the U.S. Securities and Exchange Commission on August 11, 2025.

SCHEDULE 13D

CUSIP No. 781386305

1

Name of reporting person

WJC Properties, L.L.C.

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

ARIZONA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 67,410.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 67,410.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

67,410.00

12

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

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) With respect to Item 11, this item excludes 13,581,927 shares of Class B Common Stock held by the other Reporting Persons hereto as to which WJC Properties, L.L.C. disclaims beneficial ownership. This report shall not be construed as an admission that WJC Properties, L.L.C. is the beneficial owner of such securities. (2) With respect to Item 13, note this item is based on 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 for the quarterly period ended June 30, 2025, that was filed by the Issuer with the U.S. Securities and Exchange Commission on August 11, 2025.

SCHEDULE 13D

CUSIP No. 781386305

1

Name of reporting person

WRC-2009, L.L.C.

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)

OO

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 67,410.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 67,410.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

67,410.00

12

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

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) With respect to Items 7, 9, and 11, these items include 67,410 shares of Class B Common Stock held by WJC Properties, L.L.C., for which WRC-2009, L.L.C. is the controlling member. The WRC-98 Trust is the sole member of WRC-2009, L.L.C. (2) With respect to Item 11, this item excludes 13,581,927 shares of Class B Common Stock held by the Reporting Persons hereto other than WJC Properties, L.L.C. and The WRC-98 Trust, as to which WRC-2009, L.L.C. disclaims beneficial ownership. This report shall not be construed as an admission that WRC-2009, L.L.C. is the beneficial owner of such securities. (3) With respect to Item 13, note this item is based on 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 for the quarterly period ended June 30, 2025, that was filed by the Issuer with the U.S. Securities and Exchange Commission on August 11, 2025.

SCHEDULE 13D

CUSIP No. 781386305

1

Name of reporting person

The WRC-98 Trust

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)

OO

5

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

6

Citizenship or place of organization

ARIZONA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 67,410.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 67,410.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

67,410.00

12

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

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) With respect to Items 7, 9, and 11, these items include 67,410 shares of Class B Common Stock held by WJC Properties, L.L.C. The WRC-98 Trust is the sole member of WRC-2009, L.L.C., which is the controlling member of WJC Properties, L.L.C. (2) With respect to Item 11, this item excludes 13,581,927 shares of Class B Common Stock held by the Reporting Persons hereto other than WJC Properties, L.L.C. and WRC-2009, L.L.C., as to which The WRC-98 Trust disclaims beneficial ownership. This report shall not be construed as an admission that The WRC-98 Trust is the beneficial owner of such securities. (3) With respect to Item 13, note this item is based on 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 for the quarterly period ended June 30, 2025, that was filed by the Issuer with the U.S. Securities and Exchange Commission on August 11, 2025.

SCHEDULE 13D

CUSIP No. 781386305

1

Name of reporting person

The WRC 2021 Irrevocable Trust

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)

OO

5

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

6

Citizenship or place of organization

ARIZONA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,317,005.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,317,005.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,317,005.00

12

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

13

Percent of class represented by amount in Row (11)

3.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) With respect to Items 7, 9, and 11, these items excludes 12,332,332 shares of Class B Common Stock held by the other Reporting Persons hereto as to which The WRC 2021 Irrevocable Trust disclaims beneficial ownership. This report shall not be construed as an admission that The WRC 2021 Irrevocable Trust is the beneficial owner of such securities. (2) With respect to Item 13, note this item is based on 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 for the quarterly period ended June 30, 2025, that was filed by the Issuer with the U.S. Securities and Exchange Commission on August 11, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class B Common Stock, par value $0.001 per share
(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: The following constitutes Amendment No. 11 ("Amendment No. 11") to the Schedule 13D originally filed on March 6, 2023 (the "Schedule 13D") with the Securities and Exchange Commission by William Coulter ("Mr. Coulter") and Mark Tkach ("Mr. Tkach"), as amended by Amendment No. 1 filed on March 15, 2023, Amendment No. 2 filed on May 16, 2023, Amendment No. 3 filed on June 20, 2023, Amendment No. 4 filed on July 3, 2023, Amendment No. 5 filed on August 18, 2023, Amendment No. 6 filed on September 11, 2023, Amendment No. 7 filed on December 12, 2023, Amendment No. 8 filed on November 18, 2024, Amendment No. 9 filed on December 10, 2024, and Amendment No. 10 filed on December 16, 2024 (the Schedule 13D as so amended, the "Amended Schedule 13D"), with respect to the Class B Common Stock, par value $0.001 per share (the "Class B Common Stock"), of RumbleOn, Inc., a Nevada corporation (the "Issuer"). This Amendment No. 11 amends the Amended Schedule 13D as specifically set forth herein. Other than as set forth below, the Amended Schedule 13D is unmodified. Capitalized terms not defined herein have the meanings given to such terms in the Amended Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and supplemented as follows: On June 4, 2025, pursuant to the Issuer's non-employee director compensation program and the 2017 Stock Incentive Plan, Mr. Coulter received a grant of 61,728 restricted stock units (the "2025 Coulter RSUs") calculated based on the share price at the conclusion of trading on June 4, 2025. Each of the 2025 Coulter RSUs represents a contingent right to receive one share of Class B Common Stock. The 2025 Coulter RSUs will vest on June 4, 2026, and are subject to pro rata vesting if Mr. Coulter leaves the board of directors before that date. The grant of the 2025 Coulter RSUs is subject to the 2017 Stock Incentive Plan and the Coulter RSU Grant Agreement. On June 4, 2025, pursuant to the Issuer's non-employee director compensation program and the 2017 Stock Incentive Plan, Mr. Tkach received a grant of 61,728 restricted stock units (the "2025 Tkach RSUs") calculated based on the share price at the conclusion of trading on June 4, 2025. Each of the 2025 Tkach RSUs represents a contingent right to receive one share of Class B Common Stock. The 2025 Tkach RSUs will vest on June 4, 2026, and are subject to pro rata vesting if Mr. Tkach leaves the board of directors before that date. The grant of the 2025 Tkach RSUs is subject to the 2017 Stock Incentive Plan and the Tkach RSU Grant Agreement. The foregoing description of the 2017 Stock Incentive Plan, the Coulter RSU Grant Agreement and the Tkach RSU Grant Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2017 Stock Incentive Plan and each of Amendment 1, 2, 3, 4, 5 and 6 thereto and the Issuer's Form of 2024 Restricted Stock Unit Award Agreement, which are incorporated herein by reference to Exhibit 99.14, Exhibit 99.15, Exhibit 99.16, Exhibit 99.17, Exhibit 99.18, Exhibit 99.24, Exhibit 99.34, and Exhibit 99.25 to this Amended Schedule 13D, respectively.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: On August 10, 2025, Mr. Tkach and Mr. Coulter each entered into separate commitment letters (the "Subordinated Loans Commitment Letters") pursuant to which each of Mr. Tkach and Mr. Coulter has committed to make $3,333,334 of subordinated loans to the Issuer (collectively, the "Subordinated Loans"). Mr. Tkach and Mr. Coulter expect that the aggregate gross proceeds of the Subordinated Loans will be used by the Issuer to prepay outstanding principal amounts owed under that certain term loan credit agreement, dated as of August 31, 2021 (as amended, the "Credit Agreement"), among the Issuer, as borrower, the lenders party thereto, and Oaktree Fund Administration, LLC, as administrative agent and collateral agent. The Subordinated Loans will bear interest at a rate 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. Pursuant to the Subordinated Loans Commitment Letters, Mr. Tkach and Mr. Coulter have each agreed to hold and make the commitments available until 11:59 p.m., Eastern Time, on September 5, 2025. The foregoing descriptions of the Subordinated Loans Commitment Letters and the Credit Agreement do not purport to be complete and are qualified in their entirety by reference to the Issuer's Current Report on Form 8-K, dated August 9, 2025, the full text of the Form of Commitment Letter filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K, dated August 9, 2025, and the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, which are each incorporated herein by reference to Exhibit 99.35, Exhibit 99.36 and Exhibit 99.37 to this Amended Schedule 13D, respectively.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained in Item 5(a) of the Amended Schedule 13D is hereby amended and restated 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. The aggregate percentage of the shares of Class B Common Stock reported owned by each Reporting Person is based on 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 for the quarterly period ended June 30, 2025, that was filed by the Issuer with the U.S. Securities and Exchange Commission on August 11, 2025. Each Reporting Person may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own 13,649,337 shares of Class B Common Stock owned in the aggregate by all of the Reporting Persons, totaling 35.9% of the outstanding Class B Common Stock. Each Reporting Person disclaims beneficial ownership of such shares of Class B Common Stock except to the extent of their pecuniary interest therein.
(b)	The information contained in Item 5(b) of the Amended Schedule 13D is hereby amended and restated as follows: Number of shares as to which each Reporting Person has: (i) sole power to vote or to direct the vote: See Item 7 on the cover page(s) hereto. (ii) shared power to vote or to direct the vote: See Item 8 on the cover page(s) hereto. (iii) sole power to dispose or to direct the disposition of: See Item 9 on the cover page(s) hereto. (iv) shared power to dispose or to direct the disposition of: See Item 10 on the cover page(s) hereto.
(c)	The information contained in Item 5(c) of the Amended Schedule 13D is hereby amended and restated as follows: As of the date hereof, other than as set forth herein, the Reporting Persons have not effected any transactions in the Class B Common Stock since the filing of Amendment No. 10.
(d)	The information contained in Item 5(d) of the Amended Schedule 13D is hereby amended and restated as follows: No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of the Class B Common Stock described herein.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Amended Schedule 13D is hereby amended to add the following: The information contained in Item 4 of this Amendment No. 11 is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Amended Schedule 13D is hereby amended to add the following: Exhibit 99.34 - Sixth Amendment to the RumbleOn, Inc. 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on June 6, 2025, by the Issuer with the Securities and Exchange Commission). Exhibit 99.35 - Current Report on Form 8-K, dated August 9, 2025 (incorporated by reference to the Issuer's Current Report on Form 8-K filed on August 11, 2025, by the Issuer with the Securities and Exchange Commission). Exhibit 99.36 - Form of Commitment Letter, dated as of August 10, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 11, 2025, by the Issuer with the Securities and Exchange Commission). Exhibit 99.37 - Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (incorporated by reference to the Issuer's Quarterly Report on Form 10-Q filed on August 11, 2025, by the Issuer with the 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.

William Coulter

Signature:	/s/ William Coulter
Name/Title:	William Coulter
Date:	08/12/2025

Mark Tkach

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

WJC Properties, L.L.C.

Signature:	/s/ William Coulter
Name/Title:	Manager
Date:	08/12/2025

WRC-2009, L.L.C.

Signature:	/s/ William Coulter
Name/Title:	Manager
Date:	08/12/2025

The WRC-98 Trust

Signature:	/s/ William Coulter
Name/Title:	Trustee
Date:	08/12/2025

The WRC 2021 Irrevocable Trust

Signature:	/s/ William Coulter
Name/Title:	Trustee
Date:	08/12/2025

FAQ

What ownership stakes do Coulter and Tkach report in RumbleOn (RMBL)?

Mr. Coulter reports beneficial ownership of 6,777,983 shares (17.8%) and Mr. Tkach reports beneficial ownership of 6,871,354 shares (18.1%), based on 38,002,422 Class B shares outstanding.

What subordinated loan commitments did insiders make on August 10, 2025?

Each of Mr. Coulter and Mr. Tkach committed to make a $3,333,334 subordinated loan to the issuer; the loans bear 13.0% interest per annum, payable semi-annually in-kind, and mature 36 months after funding.

How will the subordinated loans be used by RumbleOn?

The filing states the aggregate gross proceeds of the Subordinated Loans are expected to be used to prepay outstanding principal under RumbleOn's term loan Credit Agreement dated August 31, 2021.

What equity compensation did the reporting persons receive in 2025?

On June 4, 2025 each received 61,728 restricted stock units calculated at the closing share price that day; each award vests on June 4, 2026 and is subject to the 2017 Stock Incentive Plan and grant agreements.

What percentage of Class B shares could the reporting persons be deemed to own as a group?

The reporting persons state they may be deemed a group that beneficially owns 13,649,337 shares, or 35.9% of the outstanding Class B Common Stock, based on the disclosed outstanding share count.