Form 4: RumbleOn Director Mark Tkach Receives Significant Restricted Stock Unit Grant

RumbleOn, Inc. Director and 10% Owner Mark Tkach was granted 61,728 restricted stock units, aligning his interests with long-term shareholder value.

Summary

• Mark Tkach, a Director and 10% Owner of RumbleOn, Inc. (RMBL), received a grant of 61,728 restricted stock units (RSUs).
• Each RSU represents a contingent right to receive one share of RMBL Class B Common Stock.
• The RSUs were granted on June 4, 2025, with a reported acquisition price of $0, as it is a grant.
• Following this transaction, Mr. Tkach beneficially owns 6,933,082 shares of Class B Common Stock.
• The RSUs are scheduled to vest on June 4, 2026, and are subject to pro rata vesting if Mr. Tkach leaves the board before that date.

Sentiment

Score: 7

Explanation: The grant of restricted stock units to a director and significant shareholder is generally a positive sign as it aligns insider interests with long-term shareholder value. It incentivizes continued commitment and performance. However, it's a routine compensation event and doesn't reflect immediate operational or financial improvements.

Positives

• The grant of 61,728 restricted stock units to Director and 10% Owner Mark Tkach aligns his interests with the long-term performance and shareholder value of RumbleOn, Inc.
• The vesting schedule encourages continued service and commitment from a key insider.

Negatives

• The grant of RSUs, upon vesting, will result in dilution for existing shareholders, as new shares will be issued or existing shares will be transferred.
• While the acquisition price is $0 for the grant, the company incurs a compensation expense related to the fair value of these RSUs.

Risks

• The RSUs are subject to forfeiture if the vesting conditions are not met, specifically if the reporting person leaves the board of directors before June 4, 2026, without pro rata vesting.
• Future share price fluctuations could impact the ultimate value of the RSU grant to the recipient.

Future Outlook

The RSUs are set to vest on June 4, 2026, contingent on continued service, which indicates a future increase in the reporting person's direct share ownership.

Management Comments

• "On June 4, 2025, the reporting person received a grant of 61,728 restricted stock units ('RSUs') calculated based on the share price at the conclusion of trading on June 4, 2025."
• "Each RSU represents a contingent right to receive one share of RMBL Class B Common Stock."
• "The RSUs will vest on June 4, 2026, and are subject to pro rata vesting if the reporting person leaves the board of directors before that date."

Industry Context

The grant of restricted stock units is a common form of equity compensation for directors and executives across various industries, including the automotive and powersports retail sector where RumbleOn operates. It serves to align the interests of management with shareholders by tying compensation to the company's stock performance.

Related Party Transactions

• The grant of 61,728 restricted stock units to Mark Tkach, a Director and 10% Owner, constitutes a transaction with a related party, specifically as part of his compensation for board service.

Stakeholder Impact

• Shareholders: Potential for future dilution upon vesting of RSUs, but also increased alignment of a significant insider's interests with long-term shareholder value.

Next Steps

• Vesting of the 61,728 restricted stock units on June 4, 2026, subject to continued service.

Key Dates

Keywords

RumbleOn, RMBL, Mark Tkach, Form 4, SEC filing, insider transaction, restricted stock units, RSU grant, director compensation, beneficial ownership, equity compensation