Form 4: RumbleOn Director William Coulter Receives Significant Restricted Stock Unit Grant

RumbleOn, Inc. Director and 10% owner William Coulter was granted 61,728 restricted stock units, increasing his beneficial ownership to over 6.8 million shares.

Summary

• William Coulter, a Director and 10% owner of RumbleOn, Inc. (RMBL), received a grant of 61,728 restricted stock units (RSUs) on June 4, 2025.
• Each RSU represents a contingent right to receive one share of RMBL Class B Common Stock.
• The RSUs were granted at a price of $0, calculated based on the share price at the conclusion of trading on June 4, 2025.
• These RSUs will vest on June 4, 2026, with pro rata vesting if Mr. Coulter leaves the board before that date.
• Following this transaction, Mr. Coulter's total beneficial ownership in RumbleOn, Inc. is 6,839,711 shares of Class B Common Stock.
• This total includes 1,317,005 shares held by The WRC 2021 Irrevocable Trust and 67,410 shares held by WJC Properties, L.L.C., for which Mr. Coulter serves as Trustee and Manager, respectively.

Sentiment

Score: 7

Explanation: The grant of restricted stock units to a director and 10% owner is generally a positive sign, indicating continued commitment and alignment of interests. It's a routine compensation event, not a major strategic announcement, hence a moderately positive score.

Positives

• A significant grant of 61,728 restricted stock units to a director and 10% owner, William Coulter, indicates continued alignment of management interests with shareholder value.
• The vesting schedule ties the director's compensation to future performance and continued service to the company.
• The increase in beneficial ownership to 6,839,711 shares reinforces a strong insider stake in the company's success.

Risks

• The value of the restricted stock units is contingent on the future share price of RMBL Class B Common Stock.
• Pro rata vesting if the reporting person leaves the board before June 4, 2026, introduces a condition for full vesting.

Future Outlook

The grant of restricted stock units with a future vesting date of June 4, 2026, indicates an expectation of continued service from the director and aligns his interests with the company's long-term performance.

Industry Context

This Form 4 filing reflects a routine equity compensation event for a director and significant shareholder within the automotive and powersports retail industry, aligning executive incentives with long-term company performance, a common practice across various sectors.

Comparison to Industry Standards

• Equity grants to directors and significant shareholders, such as the restricted stock units granted to William Coulter, are a standard practice in corporate governance across industries, including the automotive and powersports retail sector.
• The specific size of the grant (61,728 RSUs) and the total beneficial ownership (6,839,711 shares) would typically be evaluated against peer companies like Carvana (CVNA), Vroom (VRM), or other large automotive retailers to assess the scale of insider alignment and compensation practices.
• The $0 grant price for RSUs is standard for compensatory grants, and the one-year vesting period is a common, though not universal, practice for director equity awards.

Stakeholder Impact

• Shareholders: The grant aligns the interests of a significant director and 10% owner with long-term shareholder value.
• Management/Employees: Reflects standard equity compensation practices for key personnel.

Next Steps

• The granted restricted stock units are scheduled to vest on June 4, 2026.

Key Dates

Keywords

RumbleOn, RMBL, SEC Form 4, Insider Trading, Restricted Stock Units, RSU Grant, Director Compensation, Beneficial Ownership, Equity Grant