RumbleOn Inc

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. )

Check the appropriate box:

(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):

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

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 visitingwww.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 FORthe 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