Form 4: RumbleOn Grants Substantial Equity Awards to New Chief Legal Officer Melissa Bengtson

RumbleOn, Inc. has granted 260,000 Class B Common Stock units, comprising restricted stock units and performance units, to its newly appointed Executive Vice President, Chief Legal Officer, and Secretary, Melissa Bengtson.

Summary

• Melissa Bengtson, RumbleOn, Inc.'s EVP, CLO & Secretary, was granted a total of 260,000 shares of Class B Common Stock on June 4, 2025.
• The grant includes 160,000 time-based Restricted Stock Units (RSUs) which will vest in three substantially equal installments on the anniversary of her April 14, 2025, Commencement Date in 2026, 2027, and 2028.
• Additionally, 100,000 Performance Units (PSUs) were granted, vesting based on the achievement of specific minimum closing stock prices for 20 consecutive trading days.
• The PSU vesting schedule is 33,000 units at a target of $11, 33,000 units at $17, and 34,000 units at $23.
• Both RSU and PSU grants are subject to Ms. Bengtson's continued service with the Company through each vesting date and the terms of her CLO Employment Agreement and the Company's 2017 Stock Incentive Plan.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The grant of significant equity to a new key executive aligns her interests with shareholders and serves as a strong retention tool, indicating commitment to long-term value creation. While there's potential for dilution, it's a standard and generally accepted compensation practice.

Positives

• The equity grants align the interests of the new Chief Legal Officer, Melissa Bengtson, with those of the shareholders, incentivizing long-term performance.
• The time-based RSUs serve as a strong retention mechanism for a key executive over a three-year period.
• The performance-based PSUs directly link a significant portion of executive compensation to the achievement of specific stock price targets, indicating management's confidence in future share value growth.

Negatives

• The issuance of new shares upon vesting of RSUs and PSUs could lead to dilution for existing shareholders.
• There is no guarantee that the performance targets for the PSUs ($11, $17, $23 stock prices) will be met, meaning the full intended compensation may not be realized by the executive, and the company may not achieve these milestones.

Risks

• Failure to meet the specified stock price targets ($11, $17, $23) for 20 consecutive trading days would result in the forfeiture of the performance units.
• The vesting of both RSUs and PSUs is contingent upon Melissa Bengtson's continued service with RumbleOn, Inc., posing a risk if her employment ceases before vesting dates.

Future Outlook

The future outlook for Melissa Bengtson's equity compensation is tied to her continued service with RumbleOn, Inc. and the company's ability to achieve specific stock price targets of $11, $17, and $23 for its Class B Common Stock over 20 consecutive trading days for the performance units to vest.

Industry Context

This filing reflects a standard practice in executive compensation within publicly traded companies, where equity grants are used to attract, retain, and incentivize key leadership by aligning their financial interests with long-term shareholder value creation. The specific stock price targets for PSUs indicate management's internal expectations for future share performance relative to the broader market.

Comparison to Industry Standards

• The use of both time-based Restricted Stock Units (RSUs) and performance-based Performance Stock Units (PSUs) is a common and widely accepted practice in executive compensation across various industries, including the automotive and powersports retail sector where RumbleOn operates.
• The vesting schedule of three years for RSUs is typical for executive retention, comparable to similar grants at companies like Carvana (CVNA) or Vroom (VRM) in the online vehicle retail space, or powersports companies like Polaris (PII) or Harley-Davidson (HOG).
• Performance-based vesting tied to stock price targets, as seen with the PSUs, is a strong governance practice that directly links executive payouts to shareholder returns, a feature often lauded by institutional investors and proxy advisors when evaluating compensation plans at companies of similar market capitalization.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for future dilution upon vesting of RSUs and PSUs, but also potential for increased shareholder value if stock price targets are met due to executive incentives.
• Employees: The compensation structure for a key executive may set a precedent or reflect the company's overall approach to incentivizing its workforce.
• Management: The grants provide significant long-term incentives and retention for Melissa Bengtson, aligning her performance with the company's stock price objectives.

Next Steps

• Melissa Bengtson's RSUs are scheduled to vest in three substantially equal installments on the anniversary of April 14, 2025, in 2026, 2027, and 2028.
• The PSUs will vest upon the achievement of specific closing stock price targets ($11, $17, $23) for 20 consecutive trading days.

Key Dates

Keywords

RumbleOn, RMBL, SEC Form 4, Restricted Stock Units, Performance Units, Equity Grant, Executive Compensation, Insider Transaction, Chief Legal Officer, Stock Incentive Plan, Corporate Governance