UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________

SCHEDULE 14A

___________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

RumbleOn, Inc.
(Name of Registrant as Specified in its Charter)

_________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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RumbleOn, Inc.
901 W. Walnut Hill Lane, Suite 110A
Irving, Texas 75038

Dear Shareholders:

On behalf of the RumbleOn team, it is my pleasure to invite you to attend our 2025 Annual Meeting of Shareholders, which is scheduled to be held virtually on Wednesday, June 4, 2025, at 8:00 a.m. Central Time.

The accompanying Notice of Annual Meeting and Proxy Statement describes the specific matters to be voted upon at the 2025 Annual Meeting. We also will report on our business and provide an opportunity for you to ask questions of general interest.

As discussed on our 2024 year-end earnings call last month, I am focused on instilling a high performance, winning culture and building a strong foundation for growth. I believe there are immediate opportunities to enhance revenue, streamline our cost structure and further standardize our systems and processes in 2025 and beyond. Over time, I expect to accelerate our growth, both via acquisitions and organic avenues, with a continual focus on driving free cash flow per share.

Whether you own a few or many shares of RumbleOn stock and whether or not you plan to attend the 2025 Annual Meeting virtually or not, it is important that your shares be represented at the 2025 Annual Meeting. Your vote is important, and we ask that you please cast your vote as soon as possible.

In closing, I hope you will participate in the Annual Meeting and ask for your support of our directors and the other items described in the accompanying Proxy Statement. Your participation is important, so please exercise your right to vote.

Sincerely,

Michael Quartieri
Chairman and Chief Executive Officer

April 23, 2025

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RumbleOn, Inc.
901 W. Walnut Hill Lane, Suite 110A
Irving, Texas 75038

NOTICE OF THE 2025 ANNUAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of RumbleOn, Inc., a Nevada corporation (“RumbleOn,” the “Company,” “we,” “us,” or “our”) on Wednesday, June 4, 2025 at 8:00 a.m. Central Time. The Annual Meeting will be held in a virtual format only, via a live webcast on the Internet, with no physical in-person meeting. You will be able to attend, participate, vote and submit questions at the Annual Meeting online by visiting www.virtualshareholdermeeting.com/RMBL2025 during the meeting.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying Proxy Statement:

(1) To elect seven directors, serving for a term until the 2026 Annual Meeting of Shareholders, or until their successors are duly elected and qualified, which we refer to as the “Director Election Proposal”;

(2) To approve an amendment to the RumbleOn, Inc. 2017 Stock Incentive Plan (the “Plan”) to, among other things, (i) increase the number of shares of the Company’s Class B common stock (the “Class B common stock”) authorized for issuance under the Plan by 2,500,000 shares, (ii) eliminate annual grant limits that applied to certain individuals (which were previously included for tax reasons that no longer apply), (iii) add an evergreen provision pursuant to which up to 5% of the number of shares of Class B common stock outstanding may be added by the Board to the Plan each year without shareholder approval and (iv) provide that shares of Class B common stock underlying awards that are not ultimately issued, including shares withheld for taxes, may be available for future awards granted under the Plan, which we refer to as the “Stock Plan Amendment Proposal”;

(3) To obtain advisory approval of the Company’s executive compensation (“Say on Pay”), which we refer to as the “Say on Pay Proposal”;

(4) To ratify the appointment of BDO USA, P.C. (“BDO”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025, which we refer to as the “Auditor Proposal”; and

(5) To transact any other business that is properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting.

The Board of Directors of the Company recommends that you vote FOR the Director Election Proposal, FOR the Stock Plan Amendment Proposal, FOR the Say on Pay Proposal and FOR the Auditor Proposal. Please refer to the accompanying Proxy Statement for detailed information on each of the proposals and the Annual Meeting.

The close of business on Tuesday, April 8, 2025 has been fixed as the record date for the Annual Meeting (the “Record Date”). Only holders of record of RumbleOn’s Class A common stock and Class B common stock on the Record Date are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements of the Annual Meeting. This notice of Annual Meeting, Proxy Statement, proxy card and copy of the Annual Report for the year ended December 31, 2024 are being distributed to shareholders on or about April 23, 2025.

Your vote at the Annual Meeting is important. Even if you plan to attend the Annual Meeting, we ask that you please cast your vote as soon as possible. As more fully described in the accompanying Proxy Statement, you may revoke your proxy and reclaim your right to vote at any time prior to its use.

By order of the Board of Directors of the Company:

Melissa Bengtson
Executive Vice President, Chief Legal Officer and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 4, 2025

The accompanying Proxy Statement and the 2024 Annual Report are available at
www.proxyvote.com

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		Page
PROXY STATEMENT		1
QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING		2
PROPOSAL 1: DIRECTOR ELECTION PROPOSAL		6
CORPORATE GOVERNANCE		9
EXECUTIVE COMPENSATION		13
PAY VERSUS PERFORMANCE		20
EXECUTIVE OFFICERS		23
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		24
PROPOSAL 2: STOCK PLAN AMENDMENT PROPOSAL		26
PROPOSAL 3: SAY ON PAY PROPOSAL		33
REPORT OF THE AUDIT COMMITTEE		34
PROPOSAL 4: AUDITOR PROPOSAL		35
POLICY FOR APPROVAL OF AUDIT AND PERMITTED NON-AUDIT SERVICES		37
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		38
OTHER MATTERS		41
Annex A		A-1

This Proxy Statement and the accompanying proxy materials (including the letter to shareholders and notice of annual meeting) may contain “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995, which statements may be identified by words such as “expects,” “plans”, “projects,” “will,” “may,” “anticipates,” “believes,” “should,” “intends,” “estimates,” and other words of similar meaning. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on our expectations as of the date of this Proxy Statement and speak only as of such date. Shareholders are advised to consider the factors listed under the heading “Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K and other filings made with the Securities and Exchange Commission, as such statements may be updated and amended from time to time, which factors may cause actual future events to differ materially from our expectations as of the date of this Proxy Statement. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

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PROXY STATEMENT

This Proxy Statement (the “Proxy Statement”) contains information relating to the solicitation of proxies by the Board of Directors of the Company (the “Board”) of RumbleOn, Inc. (“RumbleOn,” the “Company,” “we,” “us,” or “our”) for use at our 2025 Annual Meeting of Shareholders (the “Annual Meeting”). Our Annual Meeting will be held in a virtual-only meeting format on Wednesday, June 4, 2025 at 8:00 a.m. Central Time. We believe that hosting a virtual Annual Meeting enables greater shareholder access, attendance and participation, improves meeting efficiency and provides a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at www.virtualshareholdermeeting.com/RMBL2025, where you will be able to submit questions and vote online. You will not be able to attend the meeting at a physical location.

The close of business on Tuesday, April 8, 2025 has been fixed as the record date for the Annual Meeting (the “Record Date”). Only holders of record of RumbleOn Class A common stock (the “Class A common stock”) and Class B common stock (the “Class B common stock”) on the Record Date are entitled to notice of, and to vote at the Annual Meeting or any adjournments or postponements of the Annual Meeting. As of the Record Date, there were 50,000 shares of Class A common stock and 37,809,028 shares of Class B common stock issued and outstanding and entitled to vote at the Annual Meeting. This Proxy Statement and form of proxy are first being mailed to shareholders on or about April 23, 2025.

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QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING

What is the purpose of our Annual Meeting?

Our Annual Meeting will be held for the following purposes:

(2) To approve an amendment to the RumbleOn, Inc. 2017 Stock Incentive Plan (the “Plan”) to, among other things, (i) increase the number of shares of Class B common stock authorized for issuance under the Plan by 2,500,000 shares, (ii) eliminate annual grant limits that applied to certain individuals (which were previously included for tax reasons that no longer apply), (iii) add an evergreen provision pursuant to which up to 5% of the number of shares of Class B common stock outstanding may be added by the Board to the Plan each year without shareholder approval and (iv) provide that shares of Class B common stock underlying awards that are not ultimately issued, including shares withheld for taxes, may be available for future awards granted under the Plan, which we refer to as the “Stock Plan Amendment Proposal”;

(3) To obtain advisory approval of the Company’s executive compensation (“Say on Pay”), which we refer to as the “Say on Pay Proposal”;

(4) To ratify the appointment of BDO as our independent registered public accounting firm for the fiscal year ending December 31, 2025, which we refer to as the “Auditor Proposal”; and

(5) To transact any other business that is properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting.

In addition, senior management will report on our business and respond to your questions of general interest regarding the Company.

How can I access the virtual Annual Meeting?

The live audio webcast of the Annual Meeting will begin promptly at 8:00 a.m. Central Time on June 4, 2025. To be admitted to the virtual Annual Meeting, you will need to log in at www.virtualshareholdermeeting.com/RMBL2025 using the 16-digit control number found on the proxy card previously mailed or made available to shareholders entitled to vote at the Annual Meeting. Because the Annual Meeting will be a completely virtual meeting, there will be no physical location for shareholders to attend.

Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test your device’s audio system. The virtual Annual Meeting is running the most updated version of the applicable software and plugins. You should ensure you have a strong Internet connection wherever you intend to participate in the Annual Meeting. You should also allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the Annual Meeting.

Will I be able to ask questions and have these questions answered during the virtual Annual Meeting?

If you wish to submit a question, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/RMBL2025 using the 16-digit control number found on the proxy card. Once you have logged in, you will need to type your question into the “Ask a Question” field and click “Submit.” You may submit questions prior to or during the meeting. Appropriate questions related to the proposals being voted upon will be answered during the Annual Meeting, subject to time constraints. Additional information regarding the ability of shareholders to ask questions during the Annual Meeting, as well as rules of conduct and other materials for the Annual Meeting, will be available at www.virtualshareholdermeeting.com/RMBL2025.

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What happens if there are technical difficulties during the Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting, voting at the Annual Meeting or submitting questions at the Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the log in page at www.virtualshareholdermeeting.com/RMBL2025.

What are the voting rights of RumbleOn shareholders?

For each share of Class A common stock held at the Record Date, a shareholder is entitled to ten votes per share on each of the director nominees and ten votes per share on each other matter properly presented at the Annual Meeting.

For each share of Class B common stock held at the Record Date, a shareholder is entitled to one vote per share on each of the director nominees and one vote per share on each other matter properly presented at the Annual Meeting.

What constitutes a quorum?

The presence in person or by proxy of the holders of one-third (33%) of the shares issued and outstanding and entitled to vote at the Annual Meeting constitutes a quorum with respect to all matters presented. If you submit a properly executed proxy or voting instruction card or properly cast your vote via the Internet, your shares will be considered part of the quorum even if you abstain from voting or withhold authority to vote as to a particular proposal. Pursuant to our Amended and Restated Bylaws, as amended (the “Amended and Restated Bylaws”), “broker non-votes” will be considered as present for purposes of determining whether a quorum exists.

What are “broker non-votes?”

“Broker non-votes” occur when shares held by a brokerage firm are not voted with respect to a proposal because the firm has not received voting instructions from the shareholder and the firm does not have the authority to vote the shares in its discretion. Under applicable rules, the Director Election Proposal, the Stock Plan Amendment Proposal and the Say on Pay Proposal are “non-routine” proposals and as such a broker does not have the discretion to vote on these proposals, if the broker has not received instructions from the beneficial owner of the shares. Brokers have the authority to vote on the Auditor Proposal if they have not received instructions from the beneficial owner of the shares.

Will my shares be voted if I do not provide my proxy?

If you are the “beneficial owner” of your shares, meaning that your shares are held by a brokerage firm, a bank, or through another holder of record and you do not provide the firm specific voting instructions, such firm will not have the authority to vote your shares for the Director Election Proposal, the Stock Plan Amendment Proposal or the Say on Pay Proposal, and your shares will not be voted and will be considered “broker non-votes,” with respect to these proposals. We urge you to provide voting instructions so that your shares will be voted. If you hold your shares directly in your own name, your shares will not be voted unless you provide a proxy or vote before or during the virtual Annual Meeting.

How do I vote?

RumbleOn shareholders of record on April 8, 2025 have four ways to vote:

• By Internet at www.proxyvote.com until 11:59 p.m. Eastern Time on June 3, 2025 (have your 16-digit shareholder control number, which can be found on your proxy card, in hand when you access the website);

• By toll-free telephone at 1-800-690-6903 until 11:59 p.m. Eastern Time on June 3, 2025 (have your 16-digit shareholder control number, which can be found on your proxy card, in hand when you access the website);

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• By mail, by marking, signing, and dating your proxy card and returning it in the postage-paid envelope provided to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717; or

• Online during the Annual Meeting at www.virtualshareholdermeeting.com/RMBL2025 (have your 16-digit shareholder control number, which can be found on your proxy card, in hand when you vote online during the meeting).

Whether or not you plan to attend the meeting, we encourage you to vote by proxy as soon as possible. In order to be counted, proxies submitted by Internet or telephone must be received by 11:59 p.m. Eastern Time on June 3, 2025. Proxies submitted by U.S. mail must be received before the start of the Annual Meeting.

If your shares are registered in the name of broker, bank or other nominee (typically referred to as being held in “street name”), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting will also be offered to shareholders owning shares through certain banks and brokers.

Can I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. You may change your vote via the Internet, by signing and mailing a new proxy card with a later date, or by participating in the virtual Annual Meeting and voting in person (only your latest proxy submitted prior to the Annual Meeting or our vote during the virtual Annual Meeting will be counted). However, your participation in the virtual Annual Meeting will not automatically revoke your proxy unless you vote at the virtual Annual Meeting or specifically request in writing that your prior proxy be revoked.

What vote is required to approve each proposal at the Annual Meeting?

Proposal 1 — Director Election Proposal.

In accordance with the Company’s Amended and Restated Bylaws and Nevada law, the vote required to elect each director is a plurality vote. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Proposal 2 — Stock Plan Amendment Proposal.

The vote required to approve the Stock Plan Amendment Proposal is a majority of the stock having voting power present in person or represented by proxy at the Annual Meeting. Abstentions and broker non-votes will have the same effect as a vote against this proposal.

Proposal 3 — Say on Pay Proposal.

The vote required to approve the Say on Pay Proposal is a majority of the stock having voting power present in person or represented by proxy at the Annual Meeting. Abstentions and broker non-votes will have the same effect as a vote against this proposal.

Proposal 4 — Auditor Proposal.

The vote required to approve the Auditor Proposal is a majority of the stock having voting power present in person or represented by proxy at the Annual Meeting. Abstentions and broker non-votes will have the same effect as a vote against this proposal. Brokers have the authority to vote on the Auditor Proposal even if they have not received instructions from the beneficial owner of the shares.

How does the Board recommend I vote on the proposals?

The Board recommends that you vote:

• FOR Proposal 1: the Director Election Proposal;

• FOR Proposal 2: the Stock Plan Amendment Proposal;

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• FOR Proposal 3: the Say on Pay Proposal; and

• FOR Proposal 4: the Auditor Proposal.

How will the persons named as proxies vote?

If you complete and submit a proxy, the persons named as proxies will follow your voting instructions. If you submit and sign a proxy but do not provide instructions or if your instructions are unclear, the persons named as proxies will vote your shares in accordance with the recommendations of the Board, as set forth above.

With respect to any other proposal that properly comes before the Annual Meeting, the persons named as proxies will vote as recommended by our Board or, if no recommendation is given, in their own discretion.

Who will pay for the cost of soliciting proxies?

We will pay for the cost of soliciting proxies. RumbleOn will also reimburse brokers and other custodians, nominees and fiduciaries for their expenses in sending these materials to you and getting your voting instructions. In addition to the use of postal services or the Internet, proxies may be solicited by officers and employees of the Company (none of whom will receive any additional compensation for any assistance they may provide in the solicitation of proxies) in person or by telephone.

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PROPOSAL 1: DIRECTOR ELECTION PROPOSAL

Our Board currently consists of seven members, all of whom serve for a term expiring at the Annual Meeting. All directors elected at the Annual Meeting will serve for a one-year term, expiring at the 2026 Annual Meeting of Shareholders. Our Board is committed to sound corporate governance principles and practices and believes that shareholders should annually vote for the election of all directors.

Upon the recommendation of our Nominating and Corporate Governance Committee (“N&CG Committee”), our Board has nominated the seven persons listed below to stand for election at the Annual Meeting and serve for a term until the 2026 Annual Meeting of Shareholders, or until their successors are duly elected and qualified. Each nominee listed below is willing and able to serve as a director of RumbleOn.

Below are the names of and certain information regarding our director nominees. All director nominees were previously nominated by the Company’s N&CG Committee and the full Board.

Name	Age	Position
Mark Cohen	43	Current Director/Director Nominee
William Coulter	69	Current Director/Director Nominee
Rebecca Polak	54	Current Director/Director Nominee
Michael Quartieri	56	Current Director/Director Nominee
Rachel Richards	62	Current Director/Director Nominee
John Rickel	63	Director Nominee
Mark Tkach	68	Current Director/Director Nominee

DIRECTOR NOMINEES

Mark Cohen has served as a director of the Company since August 30, 2023. Mr. Cohen is the founder and managing partner of Stone House Capital Management, LLC (“Stone House”), a significant shareholder of the Company, and was appointed to the Board pursuant to the board nomination right granted to Stone House under the Standby Purchase Agreement, dated August 8, 2023, entered into by and among the Company, Stone House, Mark Tkach and William Coulter in connection with the rights offering completed by the Company in December 2023. Mr. Cohen founded Stone House, an SEC registered investment advisor, in 2010. Prior to founding Stone House, he was an Investment Analyst at Force Capital Management, LLC. Mr. Cohen holds a B.S. in Economics from the University of Pennsylvania’s Wharton School.

We believe that Mr. Cohen possesses attributes that qualify him to serve as a member of the Board, including his investment experience in a wide range of public companies, which provides him with valuable insights and perspectives that can assist the Board.

William Coulter has served as a director of the Company since July 14, 2023. Previously, Mr. Coulter served as an executive officer and a director of RumbleOn and Executive Vice Chairman from August 2021 until February 2022 and as a Board observer from June 14, 2023 through July 14, 2023. Mr. Coulter currently serves as the Manager of Coulter Management Group LLLP, a business Mr. Coulter founded in 2011 to manage multiple auto dealerships and investments in real estate. Prior to joining the Company, Mr. Coulter served as a co-founder of RideNow Powersports (“RideNow”) with Mr. Tkach. He has significant experience in all aspects of powersports operations, including overseeing RideNow’s financial and growth strategies from 1989 until it was acquired by the Company in August 2021. Under Mr. Coulter’s leadership, RideNow grew from a single dealership into the largest powersports group of companies in the United States. Mr. Coulter has worked for auto dealerships for over 50 years and is an owner of several award-winning, Arizona-based auto dealerships.

We believe that Mr. Coulter possesses attributes that qualify him to serve as a member of our Board, including his extensive experience in the powersports and automotive sales industries.

Rebecca Polak has served as a director of the Company since May 9, 2023 and was appointed Vice Chairman and Lead Independent Director on January 13, 2025. Since May 2024, Ms. Polak has served as the CEO of Manhattan Home Design. From October 2020 to June 2022, Ms. Polak served as the Chief Commercial Officer and General Counsel of CarLotz, Inc. (Nasdaq: LOTZ). Prior to joining CarLotz, Ms. Polak was employed at KAR Auction Services, Inc. (NYSE: KAR), now known as Openlane, Inc., and served as its Chief Legal

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Officer and President of TradeRev from October 2017 to October 2019 and Secretary of KAR from April 2007 until October 2019. Ms. Polak previously served as Executive Vice President and General Counsel for KAR from April 2007 to October 2017, the Assistant General Counsel and Assistant Secretary of ADESA, Inc. from February 2005 to April 2007 and as Vice President of ADESA from December 2006 to April 2007. Prior to joining ADESA, Ms. Polak practiced corporate and securities law with Krieg DeVault from 2000 to 2005 and with Haynes and Boone from 1995 to 1999. She served as a director of Moatable, Inc. (NYSE: MTBL) from October 2023 to May 2024. Ms. Polak received her J.D. from the Southern Methodist University Dedman School of Law, cum laude, and her B.A. in English from Indiana University Bloomington.

We believe that Ms. Polak possesses attributes that qualify her to serve as a member of our Board, including her executive experience in automotive wholesale and retail operations and her extensive legal and mergers & acquisitions experience, including within the automotive industry.

Michael Quartieri has served as Chief Executive Officer since January 13, 2025, Chairman of the Board since November 16, 2024 and as a director of the Company since April 16, 2024. He previously served as the Senior Vice President and Chief Financial Officer of Dave & Buster’s Entertainment, Inc. (Nasdaq: PLAY) from January 2022 until June 2024. Mr. Quartieri served as Executive Vice President, Chief Financial Officer and Secretary of LiveOne, Inc. (Nasdaq: LVO) from November 2020 until December 2021. He served as Executive Vice President, Chief Financial Officer, Treasurer and Secretary at Scientific Games Corporation from November 2015 until June 2020. Mr. Quartieri held various positions at Las Vegas Sands, Corp. (NYSE: LVS) from October 2006 until November 2015, including Senior Vice President, Chief Accounting Officer and Global Controller. He previously spent thirteen years in various positions at Deloitte & Touche. He has served on the board of directors of Gambling.com Group (Nasdaq: GAMB) since July 2022. Mr. Quartieri holds a B.S. Accounting and a M. Acc. from the University of Southern California and maintains a CPA certificate from the State of California.

We believe Mr. Quartieri possesses attributes that qualify him to serve as a member of our Board, including his leadership and accounting experience at numerous public companies, and his financial expertise.

Rachel Richards has served as a director of the Company since March 17, 2025. Ms. Richards has over 38 years of experience in the automotive industry, including 20 years with Ford Motor Company (NYSE: F) and over 18 years with Sonic Automotive (NYSE: SAH). From 2014 until her retirement on January 1, 2025, Ms. Richards served as Chief Marketing Officer and Vice President of Retail Strategy of Sonic Automotive. As a long-standing member of Sonic Automotive’s executive team, she spearheaded the company’s strategic planning process. Over her tenure at Sonic Automotive, she had operational leadership over traffic management, business application development, website management, brand marketing, guest experience and loyalty, and digital and social media marketing. She played a pivotal role in launching EchoPark, Sonic Automotive’s standalone pre-owned vehicle business, and successfully guided the company through the transition from traditional to digital marketing. Additionally, she previously served as the strategic architect and operational leader of Sonic Automotive and EchoPark’s Guest Experience Center. Ms. Richards held various roles at Ford Motor Company from 1984 to 2004. Ms. Richards holds a B.S. in Business Administration from Shippensburg University.

We believe that Ms. Richards possesses attributes that qualify her to serve as a member of our Board, including her expertise in marketing, digital transformation, strategy and customer engagement in the automotive industry.

John Rickel is nominated by the Board for election at the Annual Meeting. Mr. Rickel served as Senior Vice President and Chief Financial Officer of Group 1 Automotive Inc. (NYSE: GPI) from December 2005 until his retirement in August 2020. At Group 1 Automotive, he was responsible for accounting, tax, treasury, financial reporting, budgeting, business planning, internal controls, investor relations, and IT. From 1984 until joining Group 1 Automotive, Mr. Rickel held a number of executive and managerial positions with Ford Motor Company (NYSE: F), including Chief Financial Officer of Ford Australia, Chief Financial Officer of Ford Europe, and Controller of the Americas. He served on the board of directors of U.S. Express Enterprises, Inc. (NYSE: USX) as the lead independent director, chair of the Nomination and Governance Committee, and member of the Audit Committee from June 2018 until June 2023, when the company was sold to Knight Swift. Mr. Rickel holds a B.S. in Business Administration and a M.B.A. from The Ohio State University.

We believe that Mr. Rickel possesses attributes that qualify him to serve as a member of our Board, including his financial and leadership expertise in the automotive industry and his prior experience as a public company director.

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Mark Tkach has served as a director of the Company since December 21, 2023. He served as our Interim Chief Executive Officer and on our Board from June 16, 2023 until November 1, 2023, at which time he became a Board observer. Mr. Tkach previously served as a director and as an executive officer of the Company from August 2021 until February 2022. Mr. Tkach also serves as a consultant for Coulter Management Group, LLLP, a business that manages auto dealerships and investments in real estate. Before joining the Company, Mr. Tkach served as a co-founder of RideNow and oversaw its strategic growth from 1989 until it was acquired by the Company in August of 2021. Mr. Tkach has over 40 years of experience in powersports operations.

We believe that Mr. Tkach possesses attributes that qualify him to serve as a member of our Board, including his extensive experience in the powersports and automotive sales industries.

Vote Required and Board Recommendation

In accordance with the Company’s Amended and Restated Bylaws and Nevada law, the vote required to elect each director is a plurality of the votes cast. The Board recommends that you vote “FOR” the election of all director nominees.

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CORPORATE GOVERNANCE

Corporate Governance Principles and Code of Ethics

Our Board is committed to sound corporate governance principles and practices. Our Board’s core principles of corporate governance are set forth in our Corporate Governance Principles. In order to clearly set forth our commitment to conduct our operations in accordance with our high standards of business ethics and applicable laws and regulations, our Board also adopted a Code of Business Conduct and Ethics, which is applicable to all directors, officers, and employees. A copy of the Code of Business Conduct and Ethics and the Corporate Governance Principles is available under the Investors tab of our website at www.rumbleon.com. You also may obtain without charge a printed copy of the Code of Business Conduct and Ethics and Corporate Governance Principles by sending a written request to: Investor Relations, RumbleOn, Inc., 901 W. Walnut Hill Lane, Suite 110A, Irving, Texas 75038.

Board of Directors

The business and affairs of our Company are managed by or under the direction of the Board. The Board is currently composed of seven members. Our Amended and Restated Bylaws provide that if the Chairman of the Board ceases to be an independent director, then the Vice Chairman shall exercise the powers and discharge the duties of the Chairman pursuant to the Bylaws. Michael Quartieri was elected as an independent director on April 16, 2024 and became Chairman of the Board on November 16, 2024. In connection with Michael Quartieri’s appointment as Chief Executive Officer on January 13, 2025, Rebecca Polak was appointed Vice Chairman of the Board and Lead Independent Director. We believe that the current combination of the Chairman and Chief Executive Officer with a Lead Independent Director is appropriate since both Mr. Quartieri and Ms. Polak have significant public company experience.

The Board held nineteen meetings and took eleven actions by unanimous written consent during the year ended December 31, 2024. In 2024, each person serving as a director attended at least 75% of the total number of meetings of our Board and any Board committee on which he or she served.

Our directors are expected to attend our Annual Meeting. Any director who is unable to attend our Annual Meeting is expected to notify the Chairman in advance of the Annual Meeting. All of our directors serving at the time of the 2024 Annual Meeting of Shareholders were in attendance.

Board Committees

Pursuant to our Amended and Restated Bylaws, our Board may designate one or more committees, each consisting of one or more directors, and delegate all the authority of the Board to any such committee, except with regard to certain actions described in the Amended and Restated Bylaws, including those requiring shareholder approval under Nevada law.

Our Board has established three separately designated standing committees to assist the Board in discharging its responsibilities: the Audit Committee, the Compensation Committee, and the N&CG Committee. The charters for the Audit Committee, the Compensation Committee, and the N&CG Committee set forth the scope of the responsibilities of that committee. The Board will assess the effectiveness and contribution of each committee on an annual basis. These charters are available at www.rumbleon.com, and you may obtain a printed copy of any of these charters by sending a written request to: Investor Relations, RumbleOn, Inc., 901 W. Walnut Hill Lane, Suite 110A, Irving, Texas 75038.

In addition, the Board may establish special committees. On September 12, 2024, the Board established a Special Committee in connection with the consideration and approval of the $10.0 million rights offering completed by the Company in December 2024 (the “2024 Rights Offering”) and Support and Standby Purchase Agreement, dated as of November 26, 2024 (the “Support and Standby Purchase Agreement”), among the Company, Stone House, Mark Tkach and William Coulter.

Pending the results of the election of directors at the Annual Meeting, the Board will review its committee memberships and Chair assignments. It is anticipated that following the Annual Meeting (i) Rachel Richards will succeed Steven Pully as a member of the Compensation Committee and be appointed as a member of the N&CG Committee and (ii) John Rickel will succeed Steven Pully as Chair of the Audit Committee.

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Audit Committee.

We have a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The current members of the Audit Committee are Steven Pully (chair), Mark Cohen and Rebecca Polak. Melvin Flanigan served on our Audit Committee from June 15, 2023 through April 8, 2024. Mark Cohen was appointed to the Audit Committee on April 16, 2024. Michael Quartieri served as Chair of the Audit Committee from June 4, 2024 until he was appointed Chief Executive Officer on January 13, 2025. Steven Pully replaced Michael Quartieri as Chair of the Audit Committee on January 13, 2025. The Board has determined that Steven Pully is an “audit committee financial expert,” as defined in Item 407 of Regulation S-K.

The primary function of the Audit Committee is to assist the Board in fulfilling its responsibilities by overseeing our accounting and financial processes and the audits of our financial statements. The independent auditor is ultimately accountable to the Audit Committee, as representative of the shareholders. The Audit Committee has the ultimate authority and direct responsibility for the selection, appointment, compensation, retention, and oversight of the work for which our independent auditor is engaged for the purpose of preparing and issuing an audit report or performing other audit, review or attest services for us (including the resolution of disagreements between management and the independent auditors regarding financial reporting), and the independent auditor must report directly to the Audit Committee. The Audit Committee also is responsible for the review of proposed transactions between us and related parties. A complete description of the Audit Committee’s responsibilities is included in its charter, which is available at www.rumbleon.com.

The Audit Committee held ten meetings and took five actions by unanimous written consent during the year ended December 31, 2024.

Compensation Committee.

The current members of the Compensation Committee are Rebecca Polak (chair), Mark Cohen and Steven Pully. Melvin Flanigan served on our Compensation Committee from June 15, 2023 through April 8, 2024. Steven Pully was appointed to the Compensation Committee on April 16, 2024. Michael Quartieri served on the Compensation Committee from November 19, 2024 until he was appointed Chief Executive Officer on January 13, 2025.

The Compensation Committee was established to, among other things, administer and approve all elements of compensation and awards for our executive officers. The Compensation Committee has the responsibility to review and approve the business goals and objectives relevant to each executive officer’s compensation, evaluate individual performance of each executive in light of those goals and objectives, and determine and approve each executive’s compensation based on this evaluation. A complete description of the Compensation Committee’s responsibilities is included in its charter, which is available at www.rumbleon.com.

The Compensation Committee held eight meetings and took two actions by unanimous written consent during the year ended December 31, 2024.

In December 2024, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant to assist the Compensation Committee with executive and director compensation, as well as a proposed share increase under our Plan and other matters within the scope of the Compensation Committee’s responsibilities. FW Cook does not perform any other work for the Company, does not trade in securities of the Company, has independence policies that are reviewed annually and will proactively notify the Compensation Committee chair of any potential or perceived conflicts of interests. The Compensation Committee found no conflict of interest during 2024 with respect to FW Cook.

Nominating and Corporate Governance Committee.

The current members of the N&CG Committee are Mark Cohen (Chair) and Rebecca Polak. Melvin Flanigan served on our N&CG Committee from June 15, 2023 through April 8, 2024. Mark Cohen was appointed as Chair of the N&CG Committee on April 16, 2024. Michael Quartieri served on the N&CG Committee from November 19, 2024 until he was appointed Chief Executive Officer on January 13, 2025.

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The N&CG Committee is responsible for identifying individuals qualified to become members of the Board or any committee thereof, recommending nominees for election as directors at each annual shareholder meeting, recommending candidates to fill any vacancies on the Board or any committee thereof, and overseeing the evaluation of the Board. A complete description of the N&CG Committee’s responsibilities is included in its charter, which is available at www.rumbleon.com.

The N&CG Committee held two meetings and took one action by unanimous written consent during the year ended December 31, 2024.

Special Committee.

The members of the Special Committee were Steven Pully, Rebecca Polak and Michael Quartieri. The Special Committee was formed by the Board on September 12, 2024, and was responsible to reviewing and approving capital-raising transactions with related parties. The Special Committee reviewed and approved the 2024 Rights Offering and Support and Standby Purchase Agreement.

The Special Committee held 22 meetings and took three actions by unanimous written consent during the year ended December 31, 2024.

Board Leadership

Our Amended and Restated Bylaws require that we have a Chairman of the Board to preside over all meetings of the Board of Directors and shareholders. Michael Quartieri, an independent director, served as our independent Chairman from November 16, 2024 until his appointment as Chief Executive Officer on January 13, 2025. Rebecca Polak, an independent director, was appointed Vice Chairman and Lead Independent Director on January 13, 2025.

Board Oversight of Enterprise Risk

The Board is actively involved in the oversight and management of risks that could affect the Company. This oversight and management is conducted primarily through the committees of the Board identified above, but the full Board has retained responsibility for general oversight of risks and for cybersecurity risks. Senior leadership regularly briefs our Board on our cybersecurity and information security posture and our Board is apprised of cybersecurity incidents deemed to have a moderate or higher business impact, even if immaterial to us. The Audit Committee is primarily responsible for overseeing the risk management function, specifically with respect to management’s assessment of internal controls. The other committees of the Board consider the risks within their areas of responsibility. The Board satisfies its oversight responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company.

Director Independence

Our Board has determined that John Rickel, Rachel Richards, Mark Cohen and Rebecca Polak qualify as “independent” directors in accordance with the listing requirements of Nasdaq and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The Nasdaq and SEC independence definitions include a series of objective tests regarding a director’s independence and requires that the Board make an affirmative determination that a director has no relationship with us that would interfere with such director’s exercise of independent judgment in carrying out the responsibilities of a director.

Our Executive Vice President and Chief Operating Officer, Cameron Tkach, is the son of Mark Tkach, a member of our Board. There are no other family relationships among any of our directors or executive officers.

Communications with the Company and the Board

Shareholders may communicate with the Company through its Investor Relations Department by writing to Investor Relations, RumbleOn, Inc., 901 W. Walnut Hill Lane, Suite 110A, Irving, Texas 75038.

Shareholders interested in communicating with our Board, any Board committee, any individual director, or any group of directors (such as our independent directors) should send written correspondence to RumbleOn, Inc. Board of Directors, Attn: Secretary, 901 W. Walnut Hill Lane, Suite 110A, Irving, Texas 75038.

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Shareholder Proposals for Next Year’s Annual Meeting

Any shareholder who wishes to present a proposal for action at our next Annual Meeting of Shareholders, or to nominate a director candidate for our Board, must submit such proposal or nomination in writing to our Corporate Secretary at RumbleOn, Inc., 901 W. Walnut Hill Lane, Suite 110A, Irving, Texas 75038. Shareholders interested in submitting a proposal for inclusion in our Proxy Statement for the 2026 Annual Meeting of Shareholders may do so by following the procedures prescribed in SEC Rule 14a-8. To be eligible for inclusion, shareholder proposals pursuant to SEC Rule 14a-8 must be received by our Corporate Secretary at RumbleOn, Inc., 901 W. Walnut Hill Lane, Suite 110A, Irving, Texas 75038 no later than December 25, 2025. These requirements are separate from the requirements set forth in our Amended and Restated Bylaws for proposals submitted outside of the Rule 14a-8 process. Our Amended and Restated Bylaws establish advance notice procedures with regard to director nominations and shareholder proposals that are not submitted for inclusion in our Proxy Statement, but that a shareholder instead wishes to present directly at an annual meeting. To be eligible to present a proposal or nomination at the 2026 Annual Meeting of Shareholders, such proposal or nomination must be properly submitted to us as set forth in our Amended and Restated Bylaws and not earlier than February 4, 2026 nor later than March 6, 2026.

Additionally, to comply with the SEC’s universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, including a statement that such person intends to solicit the holders of shares representing at least 67% of the voting power of the Company’s shares entitled to vote in the election of directors in support of director nominees other than the Company’s nominees, not earlier than February 4, 2026 nor later than March 6, 2026. Shareholders should review the specific procedures set forth in the Amended and Restated Bylaws and SEC Rule 14a-19 regarding the exact information required.

Clawback Policy

In accordance with SEC and Nasdaq requirements, we have adopted a compensation clawback policy regarding the mandatory recovery of certain forms of executive compensation in the case of accounting restatements resulting from a material error in our financial statements or material non-compliance with financial reporting requirements under the federal securities laws.

Insider Trading Policy

The Company has adopted an Insider Trading Policy, which governs the purchase, sale and other dispositions of the securities of the Company by the Company’s directors, executive officers and employees. We believe the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards applicable to the Company. A copy of the Insider Trading Policy has been filed as Exhibit 19 to RumbleOn’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”) filed with the SEC.

No Hedging Policy

The Company has not adopted a policy that prohibits hedging or short selling of the securities of the Company.

Delivery of Documents to Shareholders

Pursuant to the rules of the SEC, the Company and services that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same mailing address a single copy of the Proxy Statement. Upon written or oral request, the Company will deliver a separate copy of the Proxy Statement to any shareholder at a shared mailing address who wishes to receive separate copies of such documents in the future. Shareholders receiving multiple copies of such documents may likewise request that the Company deliver single copies of such documents in the future. Shareholders may notify the Company of their requests by calling or directing a written request to: Investor Relations RumbleOn, Inc., 901 W. Walnut Hill Lane, Suite 110A, Irving, Texas 75038, (214) 771-9952.

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EXECUTIVE COMPENSATION

Executive and Director Compensation

Summary Compensation Table

As a smaller reporting company, our named executive officers include all individuals who served as a principal executive officer during the year ended December 31, 2024 (“PEOs”), (ii) the two other highest paid executive officers for the year ended December 31, 2024 who were serving as executive officers at December 31, 2024, and (iii) up to two additional individuals who would have been one of the two highest paid executive officers for the year ended December 31, 2024 but for the fact that they were not serving as executive officers at December 31, 2024 (“NEOs”). The following table provides the compensation paid to our NEOs for the years ended December 31, 2024 and December 31, 2023, as applicable.

Name and Principal Position	Fiscal Year	Salary		Bonus		Stock Awards(1)		Option Awards(2)		All Other Compensation			Total
Michael Kennedy	2024	$	525,000	$	—		—	$	—	$	15,411	(3)	$	540,411
Chief Executive Officer(4)	2023	$	76,731	$	—		—	$	3,590,000	$	—		$	3,666,731
Tiffany Kice	2024	$	192,500	$	25,000	$	142,736	$	—	$	—		$	360,236
Senior Vice President and Chief Financial Officer(5)
Brandy Treadway	2024	$	314,904	$	25,000	$	216,638	$	—	$	—		$	556,542
Senior Vice President, Chief Legal Officer and Secretary(6)
Blake Lawson	2024	$	176,346	$	49,219	$	288,850	$	—	$	29,050		$	543,464
Former Chief Financial Officer(7)	2023	$	343,654	$	183,375	$	467,398	$	—	$	—		$	994,427

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(1) Stock awards reflect the grant date fair value of restricted stock units (“RSUs”) determined pursuant to FASB ASC Topic 718 granted during the calendar year. For performance-based awards, the grant date fair value was based on probable performance at the time of grant. Additional information regarding accounting for the performance-based awards granted in 2024 are included in Note 10 of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The grant date value of the 2024 performance-based awards, assuming maximum performance, would have been as follows: Ms. Kice $113,324, Ms. Treadway $212,909 and Mr. Lawson $283,878. See Executive Employment Agreements and Other Arrangements for further details on vesting.

(2) Option Awards reflect the grant date fair value of stock options determined pursuant to FASB ASC Topic 718 awarded during the calendar year based on probable performance at the time of grant. See Executive Employment Agreements and Other Arrangements for further details on vesting.

(3) Amount for Mr. Kennedy includes relocation expenses reimbursed by the Company, which included the packing and moving of household goods and reimbursement of driving mileage.

(4) Mr. Kennedy was appointed Chief Executive Officer effective November 1, 2023. Mr. Kennedy’s employment was terminated on January 13, 2025 and his option awards were accordingly forfeited.

(5) Ms. Kice was appointed Senior Vice President and Chief Financial Officer effective June 24, 2024. Ms. Kice’s employment was terminated on April 2, 2025 and as a result her unvested RSUs were forfeited.

(6) Ms. Treadway was appointed Senior Vice President, Chief Legal Officer and Secretary effective February 12, 2024. Effective July 1, 2024, her salary increased from $350,000 to $375,000. Ms. Treadway’s employment was terminated on April 2, 2025 and as a result her unvested RSUs were forfeited.

(7) Mr. Lawson resigned as Chief Financial Officer effective June 24, 2024. In connection with his resignation, his unvested RSUs were forfeited and he received $29,050 as a payout of unused PTO benefits.

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Outstanding Equity Awards at Fiscal Year End

The following table sets forth the outstanding equity awards held by our NEOs as of December 31, 2024.

	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(1)	Equity Incentive Plan Awards: Number of Unearned Shares or Other Rights that Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Other Rights that Have Not Vested (S)(1)
Michael Kennedy(2)	—	—	825,000	5.85	12/13/2038	—	—	—	—
Tiffany Kice(3)	—	—	—	—	—	25,042	135,978	32,332	175,563
Brandy Treadway(4)	—	—	—	—	—	12,429	67,489	37,287	202,468
Blake Lawson(5)	—	—	—	—	—	—	—	—	—

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(1) Determined by multiplying the closing price of the Class B common stock on December 31, 2024, $5.43, by the number of shares of Class B common stock underlying the RSUs.

(2) On December 13, 2023, Mr. Kennedy was granted 825,000 options. Subject to Mr. Kennedy’s continuous employment and the other terms of the grant, these options were eligible to vest in the following amounts when the minimum closing price of the Class B common stock remained at or above the following closing price targets for at least 30 consecutive trading days: 125,000 at $12.00; 175,000 at $17.00; 200,000 at $22.00; 225,000 at $35.00; and 100,000 at $40.00. The award was granted outside of the Plan as an inducement to Mr. Kennedy’s entry into employment and approved by the Compensation Committee of the Board, in accordance with Nasdaq Listing Rule 5635(c)(4). The options were forfeited upon the termination of Mr. Kennedy’s employment on January 13, 2025.

(3) On August 9, 2024, Ms. Kice was granted (i) 14,265 time-based RSUs that were eligible to vest on August 9, 2025, (ii) 10,777 time-based RSUs that vest ratably over three years starting on August 9, 2025 and (iii) 32,333 performance-based RSUs that were eligible to vest in equal installments when the minimum closing price of the Class B common stock remains at or above a minimum closing price for at least 30 consecutive days at the following targets prior to August 9, 2027: $12.00, $17.00 and $22.00. Ms. Kice’s unvested RSUs were forfeited in connection with her termination effective April 2, 2025.

(4) On March 19, 2024, Ms. Treadway was granted (i) 12,429 time-based RSUs that were eligible to vest ratably over three years starting on March 19, 2025 and (ii) 37,287 performance-based RSUs that were eligible to vest in equal installments when the minimum closing price of the Class B common stock remains at or above a minimum closing price for at least 30 consecutive days at the following targets prior to March 19, 2027: $12.00, $17.00 and $22.00. Ms. Treadway’s unvested RSUs were forfeited in connection with her termination effective April 2, 2025.

(5) Mr. Lawson’s unvested RSUs were forfeited in connection with his resignation effective June 24, 2024.

Option Grant Practices

The Company does not grant stock options in anticipation of the release of material nonpublic information, and the Company does not time the release of material nonpublic information based on option grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such stock option grants with the intent to benefit an award recipient. The Company approved an equity granting policy in July 2024 that applies to grants made pursuant to the Plan. The equity granting policy provides that equity grants to non-employee directors shall generally be the date of the annual shareholders meeting and that the grant date of awards to officers and employees shall generally be the second trading day after the next public announcement of quarterly or financial results following the Compensation Committee’s approval of such awards. Annual equity grants are generally to be approved at the Compensation Committee meeting held in March and new hire, promotion or retention grants are to be granted on a quarterly basis.

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Executive Employment Agreements and Other Arrangements

Principal Executive Officer

Michael Kennedy

The Company entered into an employment agreement with Mr. Kennedy in connection with his appointment as Chief Executive Officer of the Company (the “Kennedy Employment Agreement”) effective as of November 1, 2023. The Kennedy Employment Agreement was in effect as of December 31, 2024. Pursuant to the Kennedy Employment Agreement, Mr. Kennedy was entitled to (i) an annual base salary of $525,000, (ii) discretionary annual performance-based bonus compensation with a target of up to 100% of his annual base salary, (iii) discretionary, performance-based bonus compensation for the fourth quarter of 2023 based on performance targets for the Chief Financial Officer, pro-rated for service performed during the fourth quarter of 2023, and (iv) a one-time grant of performance-based stock options to purchase 825,000 shares of the Class B common stock (the “Performance Option Award”) at an exercise price equal to the closing price of the Class B common stock on the day before the date of the grant. The Company and Mr. Kennedy entered into an Option Award Agreement on December 13, 2023 reflecting the exercise price of $5.85 per share for the Performance Option Award. Subject to Mr. Kennedy’s continuous employment and the other terms of the grant, the options were eligible to vest in the following amounts when the minimum closing price of the Class B common stock remained at or above the following closing price targets for at least 30 consecutive trading days: 125,000 at $12.00; 175,000 at $17.00; 200,000 at $22.00; 225,000 at $35.00; and 100,000 at $40.00. The options were eligible to vest no later than the fifth anniversary of the grant date and vested options were required to be exercised within ten years of the grant date. The Performance Option Award did not vest prior to Mr. Kennedy’s termination of employment, and it was forfeited in connection with Mr. Kennedy’s termination of employment, as described below.

Pursuant to the terms of the Kennedy Employment Agreement, in the event Mr. Kennedy’s employment was terminated by the Company without “Cause” or if Mr. Kennedy resigned for “Good Reason”, as such terms were defined in the Kennedy Employment Agreement, subject to certain conditions, Mr. Kennedy would have been entitled to receive cash severance benefits of twelve months of continued base salary and twelve months of Company paid COBRA continuation coverage. In the event Mr. Kennedy’s employment was terminated by the Company with “Cause,” Mr. Kennedy resigned without “Good Reason”, or due to Mr. Kennedy’s death or disability, Mr. Kennedy would have been entitled to receive “Accrued Obligations”, as such term was defined in the Kennedy Employment Agreement.

The Kennedy Employment Agreement also included certain restrictive covenants, including non-competition, non-solicitation, and confidentiality, which continue to apply even following Mr. Kennedy’s termination of employment, as described below.

Mr. Kennedy’s employment with the Company terminated without “Cause” on January 13, 2025 (the “Kennedy Separation Date”). On January 24, 2025, the Company entered into a separation agreement with Mr. Kennedy (the “Kennedy Separation Agreement”). Pursuant to the Kennedy Separation Agreement and in accordance with the Kennedy Employment Agreement, Mr. Kennedy will receive benefits, consisting of (i) continued payment of base salary for 12 months following the Kennedy Separation Date, in an amount equal to $525,000 and (ii) continued payment of Mr. Kennedy’s (and his eligible dependents) monthly COBRA payment for 12 months following the Kennedy Separation Date. Additionally, under the Kennedy Separation Agreement, (i) Mr. Kennedy is entitled to any accrued and unpaid base salary through the Kennedy Separation Date, unreimbursed expenses, and accrued but unused vacation pay, (ii) Mr. Kennedy is not entitled to any bonus with respect to 2024 or any other year, and (iii) given none of the options under the Performance Option Award have vested, such options automatically terminated and were forfeited without consideration as of the Kennedy Separation Date and Mr. Kennedy’s right to vest in such options terminated as of the Kennedy Separation Date. Pursuant to the Kennedy Separation Agreement, Mr. Kennedy agreed to a general release of all claims against the Company and its affiliates and confirmed that certain provisions contained in the Kennedy Employment Agreement, including certain restrictions relating to the disclosure of proprietary information, non-solicitation and non-competition, defense of claims, ownership of intellectual property, withholdings and deductions, remain in full force and effect. The Kennedy Separation Agreement also contains customary terms applicable to the departure of an executive of the Company, including confidentiality and non-disparagement obligations.

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Other Named Executive Officers

Tiffany Kice

The Company entered into an employment agreement with Ms. Kice in connection with her appointment as Senior Vice President and Chief Financial Officer of the Company (the “Kice Employment Agreement”) effective as of June 24, 2024. Pursuant to the Kice Employment Agreement, Ms. Kice was entitled to (i) an annual base salary of $385,000, (ii) an annual performance-based target bonus of 75% of her annual base salary, (iii) a partial performance-based target bonus of 75% of her annual base salary, pro-rated for the 2024 fiscal year from June 24, 2024, (iv) a signing bonus of $25,000, payable within thirty days after June 24, 2024, (v) a one-time grant of time-based restricted stock units equal to $50,000 on the date of grant (the “Kice Signing Grant”) and (vi) a one-time grant of time-based and performance-based restricted stock units equal to 75% of her annual base salary, pro-rated for the 2024 fiscal year from June 24, 2024 (the “2024 Kice Annual Grant”). On August 9, 2024, subject to Ms. Kice’s continuous employment and the other terms of the grant, (i) the Kice Signing Grant was made in the amount of 14,265 RSUs, which were eligible to vest on August 9, 2025 and (ii) the 2024 Kice Annual Grant was made in the amount of (a) 10,777 time-based RSUs, which were eligible to vest in equal annual installments over three years and (b) 32,332 performance-based RSUs, which were eligible to vest in equal installments when the minimum closing price of the Class B common stock remains at or above the following closing price targets for at least 30 consecutive trading days prior to August 9, 2027: $12.00, $17.00 and $22.00.

Pursuant to the terms of the Kice Employment Agreement, in the event Ms. Kice’s employment was terminated by the Company without “Cause” or if Ms. Kice resigned for “Good Reason” and not in connection with a “Change of Control” (as described below), as such terms were defined in the Kice Employment Agreement, subject to certain conditions, Ms. Kice would have been entitled to receive cash severance benefits that consist of six months of continued base salary and six months of Company paid COBRA continuation coverage. In the event Ms. Kice’s employment was terminated under such circumstances on or within 89 days following a Change of Control, she would have been entitled to receive cash severance benefits that consist of twelve months of continued base salary and twelve month of Company paid COBRA continuation coverage. In the event Ms. Kice’s employment was terminated by the Company with “Cause,” Ms. Kice resigned without “Good Reason”, or due to Ms. Kice’s death or disability, Ms. Kice would have been entitled to receive “Accrued Obligations”, as such term was defined in the Kice Employment Agreement.

The Kice Employment Agreement also included certain restrictive covenants, including non-competition, non-solicitation, and confidentiality.

Ms. Kice’s employment with the Company terminated without “Cause” on April 2, 2025. The Company expects to enter into a separation agreement with Ms. Kice.

Brandy Treadway

The Company entered into an employment agreement with Ms. Treadway, in connection with her appointment as Senior Vice President, Chief Legal Officer and Secretary of the Company (the “Treadway Employment Agreement”) effective as of February 12, 2024. Pursuant to the Treadway Employment Agreement, Ms. Treadway was entitled to (i) an annual base salary of $350,000, which was subsequently increased to $375,000, (ii) an annual performance-based target bonus of 75% of her annual base salary, (iii) a partial performance-based target bonus of 75% of her annual base salary, pro-rated for the 2024 fiscal year from February 12, 2024, (iv) a signing bonus of $25,000, payable within thirty days after February 12, 2024 and (v) an annual grant equal to 75% of her annual base salary (the “2024 Treadway Annual Grant”). On March 19, 2024, subject to Ms. Treadway’s continuous employment and the other terms of the grant, the 2024 Treadway Annual Grant was made in the amount of (i) 12,429 time-based RSUs, which were eligible to vest in equal annual installments over three years and (ii) 37,287 performance-based RSUs, which were eligible to vest in equal installments when the minimum closing price of the Class B common stock remains at or above the following closing price targets for at least 30 consecutive trading days prior to March 19, 2027: $12.00, $17.00 and $22.00.

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Pursuant to the terms of the Treadway Employment Agreement, in the event Ms. Treadway’s employment was terminated by the Company without “Cause” or if Ms. Treadway resigns for “Good Reason” and not in connection with a “Change of Control” (as described below), as such terms were defined in the Treadway Employment Agreement, subject to certain conditions, Ms. Treadway would have been entitled to receive cash severance benefits that consist of six months of continued base salary and six months of Company paid COBRA continuation coverage. In the event Ms. Treadway’s employment was terminated under such circumstances on or within 89 days following a Change of Control, she would have been entitled to receive cash severance benefits that consist of twelve months of continued base salary and twelve month of Company paid COBRA continuation coverage. In the event Ms. Treadway’s employment was terminated by the Company with “Cause,” Ms. Treadway resigned without “Good Reason”, or due to Ms. Treadway’s death or disability, Ms. Treadway would have been entitled to receive “Accrued Obligations”, as such term was defined in the Treadway Employment Agreement.

The Treadway Employment Agreement also included certain restrictive covenants, including non-competition, non-solicitation, and confidentiality.

Ms. Treadway’s employment with the Company terminated without “Cause” on April 2, 2025. The Company expects to enter into a separation agreement with Ms. Treadway.

Blake Lawson

On January 19, 2023, the Company entered into an employment agreement with Mr. Lawson in connection with his promotion to Chief Financial Officer (the “Lawson Employment Agreement”). The Lawson Employment Agreement had an initial term of two years. Pursuant to the Lawson Employment Agreement, Mr. Lawson was entitled to receive an annual salary of $350,000 and was eligible to receive an annual cash bonus of up to 100% of his base salary, subject to the achievement of the performance metrics adopted by the Board or the Compensation Committee. Pursuant to the Lawson Employment Agreement, all outstanding RSUs held by Mr. Lawson prior to his promotion to Chief Financial Officer immediately vested on January 19, 2023 and Mr. Lawson received a signing bonus of 20,000 RSUs (the “Lawson Signing Grant”). The Lawson Signing Grant was made on March 23, 2023 and vested in equal quarterly installments beginning on April 1, 2023 over one year.

Mr. Lawson was eligible to receive an annual grant of RSUs having a value equal to one time his annual base salary (“2024 Lawson Annual Grant”). On March 19, 2024, subject to Mr. Lawson’s continuous employment and the other terms of the grant, the 2024 Lawson Annual Grant was made in the amount of (i) 16,572 time-based RSUs, which vested in equal annual installments over three years and (ii) 49,716 performance-based RSUs, which were eligible to vest in equal installments when the minimum closing price of the Class B common stock remained at or above the following closing price targets for at least 30 consecutive trading days prior to March 19, 2027: $12.00, $17.00 and $22.00.

Pursuant to the terms of the Lawson Employment Agreement, in the event Mr. Lawson’s employment was terminated by the Company without “Cause” or if Mr. Lawson resigned for “Good Reason”, Mr. Lawson would have been, subject to certain conditions, entitled to receive “Termination Compensation” and “Accrued Obligations”, as such terms are defined in the Lawson Employment Agreement. Upon termination of the Lawson Employment Agreement due to Mr. Lawson’s death or disability, the Company would have paid, in the case of death, to Mr. Lawson’s estate, all “Accrued Obligations” and “Termination Compensation,” as such terms are defined in the Lawson Employment Agreement, as if Mr. Lawson had been terminated by the Company without Cause, and in the case of disability, to Mr. Lawson, all Accrued Obligations and Termination Compensation as if he had been terminated by the Company without Cause, subject to reduction by the amount of any disability insurance proceeds paid to or on behalf of employee. In the event Mr. Lawson’s employment was terminated by the Company with “Cause” or Mr. Lawson resigned without “Good Reason,” Mr. Lawson would have only been entitled to receive Accrued Obligations.

Pursuant to the Lawson Employment Agreement or individual equity award agreements, all equity benefits granted to Mr. Lawson would have vested immediately upon: (i) a “Change of Control,” as such term is defined in the Lawson Employment Agreement, (ii) a termination of Mr. Lawson’s employment by the Company without Cause, (iii) a termination of employment by Mr. Lawson for Good Reason or (iv) Mr. Lawson’s death or disability.

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The Lawson Employment Agreement also included certain restrictive covenants, including non-competition, non-solicitation, and confidentiality, which continue to apply even following Mr. Lawson’s resignation.

Mr. Lawson resigned without “Good Reason” as Chief Financial Officer effective June 24, 2024. In connection with his resignation, Mr. Lawson received Accrued Obligations under the Lawson Employment Agreement and his outstanding equity awards, including the 2024 Lawson Annual Grant, were forfeited.

Director Compensation

Non-employee directors receive an annual cash retainer of $65,000 and an annual award of $100,000 in RSUs priced at the grant date fair value. Committee chairs and members receive additional cash retainers as follows.

Committee	Chair		Member
Audit Committee	$	20,000	$	10,000
Compensation Committee	$	15,000	$	7,500
N&CG Committee	$	10,000	$	5,000

In addition, each member of the Special Committee received an additional cash retainer of $10,000 in 2024.

The following table summarizes the compensation paid to our directors in the year ended December 31, 2024. Each of the non-employee directors elected at the 2024 Annual Meeting received their annual equity grant in August 2024.

Name	Fees Earned in Cash		Stock Awards(1)		All Other Compensation		Total
Mark Cohen(2)	$	86,676	$	173,839	$	—	$	186,676
William Coulter(3)	$	65,000	$	100,000	$	—	$	165,000
Melvin Flanigan(4)	$	26,541	$	—

SEC Form DEF 14A filed by RumbleOn Inc.