Form 4: RumbleOn Director Mark Cohen Reports Significant RSU Grant and Vesting, Transfers Shares to SH Capital Partners

RumbleOn, Inc. Director Mark Cohen reported the grant of 61,728 restricted stock units and the vesting and subsequent transfer of 28,531 previously granted restricted stock units to SH Capital Partners, L.P.

Summary

• Mark Cohen, a Director and member of a 10% group at RumbleOn, Inc. (RMBL), reported recent changes in his beneficial ownership of Class B Common Stock.
• On June 4, 2025, Mr. Cohen received a grant of 61,728 restricted stock units (RSUs), calculated based on the share price at the close of trading on that date. These 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 newly granted June 2025 RSUs are held in an account by Mr. Cohen for the benefit of SH Capital Partners, L.P. ('Partners') and are intended to be transferred to Partners upon vesting.
• On June 4, 2025, 28,531 restricted stock units (August 2024 RSUs), previously granted on August 9, 2024, vested.
• On June 6, 2025, these 28,531 vested shares were transferred from Mr. Cohen to SH Capital Partners, L.P. for no consideration. This transfer is categorized as a 'bona fide gift' under SEC Rule 16b-5, exempting it from matching and short-swing liability purposes under Section 16(b) of the Securities Exchange Act of 1934.
• Following these transactions, Mr. Cohen directly holds 61,728 Class B Common Stock (representing the newly granted RSUs), while SH Capital Partners, L.P. indirectly holds 7,104,346 shares.
• The filing is a joint statement by Mark Cohen, SH Capital Partners, L.P., and Stone House Capital Management, LLC, with each disclaiming beneficial ownership except for their pecuniary interest.

Sentiment

Score: 5

Explanation: The document reports routine insider transactions related to director compensation and ownership structure, which are neutral in sentiment. There are no overtly positive or negative financial implications for the company's operations or outlook.

Positives

• The grant of 61,728 restricted stock units to Director Mark Cohen aligns his interests with long-term shareholder value, as these units vest over a future period.
• The vesting of 28,531 previously granted restricted stock units indicates a portion of executive compensation has matured, reflecting past service.

Risks

• The pro rata vesting condition for the 61,728 June 2025 RSUs if Mr. Cohen leaves the board before June 4, 2026, introduces a minor contingency related to his continued tenure.

Future Outlook

The document indicates future vesting of restricted stock units on June 4, 2026, contingent on the director's continued service.

Industry Context

This Form 4 filing details routine insider transactions related to executive compensation and ownership structure within RumbleOn, Inc., a company operating in the powersports and automotive industries. Such filings are standard disclosures for publicly traded companies and do not inherently reflect broader industry trends.

Corporate Governance

Related Party Transactions

• The transfer of 28,531 vested shares from Mark Cohen to SH Capital Partners, L.P. for no consideration is a related party transaction, as Mr. Cohen is the managing member of Stone House Capital Management, LLC, which is the general partner and investment manager of SH Capital Partners, L.P.
• The 61,728 June 2025 RSUs granted to Mark Cohen are held for the benefit of SH Capital Partners, L.P. and are intended to be transferred to Partners upon vesting, indicating a pre-arranged related party transfer.

Stakeholder Impact

• Shareholders: The grant and vesting of RSUs to a director, and their subsequent transfer to a significant shareholder group (SH Capital Partners, L.P.), impacts the overall share count and ownership structure. It aligns the director's interests with long-term company performance.

Next Steps

• The 61,728 June 2025 RSUs are expected to vest on June 4, 2026, subject to Mr. Cohen's continued service on the board.
• Upon vesting, these shares are intended to be transferred to SH Capital Partners, L.P.

Key Dates

Keywords

RumbleOn, RMBL, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU Grant, Stock Ownership, Director Compensation, SH Capital Partners, Stone House Capital Management, Beneficial Ownership, Corporate Governance