rmbl-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-38248

RumbleOn, Inc.

(Exact name of registrant as specified in its charter)

Nevada

46-3951329

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

901 W. Walnut Hill Lane, Suite 110A

Irving, Texas

75038

(Address of principal executive offices)

(Zip Code)


(214) 771-9952
(Registrant's telephone number, including area code)



(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class B Common Stock, $0.001 par value

RMBL

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "a smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	x
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

The number of shares of Class B Common Stock, $0.001 par value, outstanding on August 1, 2025 was 38,002,422 shares. In addition, 50,000 shares of Class A Common Stock, $0.001 par value, were outstanding on August 1, 2025.

Table of Contents

RumbleOn, Inc.

QUARTERLY PERIOD ENDED JUNE 30, 2025

Table of Contents to Report on Form 10-Q


PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29



Item 5.	Other Information	29
Item 6.	Exhibits	30
SIGNATURES		31

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

RumbleOn, Inc.

Condensed Consolidated Balance Sheets

($ in millions, except per share amounts)


	June 30, 2025		December 31, 2024
ASSETS	(Unaudited)
Current assets:
Cash	$	44.7	$	85.3
Restricted cash	15.1		11.4
Accounts receivable, net	29.0		30.5
Inventory, net	274.9		240.6
Prepaid expense and other current assets	2.5		3.6
Total current assets	366.2		371.4
Property and equipment, net	61.6		63.5
Right-of-use assets	155.5		157.1
Franchise rights and other intangible assets	127.8		161.9
Other assets	1.2		1.3
Total assets	$	712.3	$	755.2
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and other current liabilities	$	76.3	$	75.4
Vehicle floor plan notes payable	240.2		209.9
Current portion of long-term debt	0.4		39.1
Total current liabilities	316.9		324.4
Long-term liabilities:
Long-term debt, net of current maturities	218.0		212.0
Operating lease liabilities	129.7		129.8
Other long-term liabilities, including finance lease obligation	52.4		52.3
Total long-term liabilities	400.1		394.1
Total liabilities	717.0		718.5
Commitments and contingencies
Stockholders' equity (deficit):
Class A common stock, $0.001 par value, 50,000 shares authorized, 50,000 shares issued and outstanding	—		—
Class B common stock, $0.001 par value, 100,000,000 shares authorized, 37,985,270 and 37,717,842 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	—		—
Additional paid-in capital	701.4		700.9
Accumulated deficit	(701.8)		(659.9)
Class B common stock in treasury, at cost, 123,089 shares	(4.3)		(4.3)
Total stockholders' equity (deficit)	(4.7)		36.7
Total liabilities and stockholders' equity (deficit)	$	712.3	$	755.2

See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

RumbleOn, Inc.

Condensed Consolidated Statements of Operations

($ in millions, except per share amounts)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue:
Powersports vehicles	$	219.0	$	235.0	$	391.0	$	449.8
Parts, service and accessories	52.4		56.9		98.5		109.8
Finance and insurance, net	27.2		29.7		48.3		55.5
Vehicle transportation services	1.3		15.2		6.8		29.5
Total revenue	299.9		336.8		544.6		644.6

Cost of revenue:
Powersports vehicles	187.4		204.1		335.2		389.2
Parts, service and accessories	27.5		30.7		52.8		60.0
Vehicle transportation services	1.1		12.1		5.5		22.9
Total cost of revenue	216.0		246.9

SEC Form 10-Q filed by RumbleOn Inc.