Michael Quartieri - Mar 12, 2025 Form 4 Insider Report for RumbleOn, Inc. (RMBL)

Role: Chairman and CEO, Director
Signature: /s/Brandy L. Treadway, attorney-in-fact for Michael Quartieri
Stock symbol: RMBL
Transactions as of: Mar 12, 2025
Transactions value $: $0
Form type: 4
Date filed: 3/12/2025, 05:50 PM
Previous filing: Dec 16, 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RMBL	Class B Common Stock	Award		+400K	+1244.79%		432K	Mar 12, 2025	Direct	F1
transaction	RMBL	Class B Common Stock	Award		+450K	+104.13%		882K	Mar 12, 2025	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to the Reporting Person's appointment as CEO effective as of January 13, 2025 ("Commencement Date"), he was granted a one-time award of 400,000 time-based restricted stock units (the "RSUs)" that will vest in three substantially equal installments on the anniversary of the Commencement Date in 2026, 2027 and 2028, subject to his continued service with the Company through each such vesting date and any other terms of the employment agreement he entered into with the Company on January 28, 2025 (the "CEO Employment Agreement"). Each RSU represents a right to receive a share of the Company's Class B Common Stock.
F2	Pursuant to the CEO Employment Agreement and subject to and conditioned on the shareholder approval increasing the share reserve under the Company's 2017 Stock Incentive Plan, as amended (the "Plan"), the Reporting Person will receive a one-time grant of 450,000 performance units (the "PSUs") under the Plan. A PSU represents a right to receive a share of the Company's Class B Common Stock. The PSUs will vest based on the achievement of minimum closing stock prices for 20 consecutive trading days ("Target"), with 150,000 PSUs vesting at each Target of $11, $17, and $23, subject to his continued service with the Company through each such vesting date and any other terms of the CEO Employment Agreement.

Content

Pursuant to the Reporting Person's appointment as CEO effective as of January 13, 2025 ("Commencement Date"), he was granted a one-time award of 400,000 time-based restricted stock units (the "RSUs)" that will vest in three substantially equal installments on the anniversary of the Commencement Date in 2026, 2027 and 2028, subject to his continued service with the Company through each such vesting date and any other terms of the employment agreement he entered into with the Company on January 28, 2025 (the "CEO Employment Agreement"). Each RSU represents a right to receive a share of the Company's Class B Common Stock.

Pursuant to the CEO Employment Agreement and subject to and conditioned on the shareholder approval increasing the share reserve under the Company's 2017 Stock Incentive Plan, as amended (the "Plan"), the Reporting Person will receive a one-time grant of 450,000 performance units (the "PSUs") under the Plan. A PSU represents a right to receive a share of the Company's Class B Common Stock. The PSUs will vest based on the achievement of minimum closing stock prices for 20 consecutive trading days ("Target"), with 150,000 PSUs vesting at each Target of $11, $17, and $23, subject to his continued service with the Company through each such vesting date and any other terms of the CEO Employment Agreement.