SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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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) |
SCHEDULE 13D
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CUSIP No. | 781386305 |
1 |
Name of reporting person
William Coulter | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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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)
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6 | Citizenship or place of organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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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)
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13 | Percent of class represented by amount in Row (11)
17.8 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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CUSIP No. | 781386305 |
1 |
Name of reporting person
Mark Tkach | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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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)
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6 | Citizenship or place of organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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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)
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13 | Percent of class represented by amount in Row (11)
18.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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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)
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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)
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6 | Citizenship or place of organization
ARIZONA
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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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)
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13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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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)
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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)
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6 | Citizenship or place of organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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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)
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13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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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)
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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)
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6 | Citizenship or place of organization
ARIZONA
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
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 |
SCHEDULE 13D
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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)
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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)
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6 | Citizenship or place of organization
ARIZONA
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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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)
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13 | Percent of class represented by amount in Row (11)
3.5 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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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.
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