Ridenow Group, Inc.
A seller of recreational vehicles, RideNow Group runs a large network of powersports dealerships across the US, offering motorcycles, ATVs, UTVs and personal watercraft from brands like Polaris, Honda, Kawasaki and Yamaha. It began in 1983 as a small Honda dealership in Chandler, Arizona, co-founded by Mark Tkach and William Coulter, and grew into one of the country's biggest dealer groups. In 2021 it merged with the online marketplace RumbleOn, and the combined company later took on the RideNow name — returning to its roots — and moved its headquarters back to its original hometown of Chandler.
Item 4 is hereby amended to add the following: On August 25, 2025, the Issuer issued separate unsecured subordinated promissory notes (collectively, the "Subordinated Notes") payable to each of Stone House Capital Management, LLC, Face Canyon LLC and Mark Tkach (collectively, the "Subordinated Lenders") to evidence $3,333,334 of unsecured subordinated loans made by each Subordinated Lender to the Issuer. The aggregate gross proceeds of the unsecured subordinated loans evidenced by the Subordinated Notes, or approximately $10.0 million, were used to prepay outstanding principal amounts of the loans (the "Senior Loans") owed under the Company's term loan credit agreement (the "Senior Credit Agreement"), among the Issuer, as borrower, the guarantors party thereto, the lenders party thereto and Oaktree Fund Administration, LLC, as administrative agent and collateral agent (the "Senior Agent"). The Subordinated Notes are subordinated in right of payment to the Issuer's obligations under the Senior Credit Agreement pursuant to the terms of a subordination agreement entered into by and among the Company, the Subordinated Lenders, and the Senior Agent. The Subordinated Notes bear interest at a rate of 13.0% per annum, payable semi-annually in arrears on the last business day of each February and August, beginning February 27, 2026. Interest is payable in-kind and capitalized to the principal balance. Each Subordinated Note matures on August 31, 2028, unless earlier repaid or accelerated in accordance with its terms. In the event a Subordinated Lender participates in a Specified Equity Offering (as defined in the Subordinated Notes), the Issuer is required to use the net cash proceeds received from such Subordinated Lender in such Specified Equity Offering to make a mandatory prepayment of such Subordinated Lender's Subordinated Note. Each Subordinated Note is guaranteed on a joint and several basis by the Issuer's subsidiaries that are guarantors under the Senior Credit Agreement (each, a "Subordinated Guaranty"). Subject to the terms of the corresponding Subordinated Note, each Subordinated Guaranty is irrevocable and unconditional, and will remain in effect until all obligations under such Subordinated Note are satisfied. The foregoing description of the Subordinated Notes and Subordinated Guaranties does not purport to be complete and is qualified in its entirety by reference to the full text of the Subordinated Notes, a form of which is attached hereto as Exhibit 99.28.
Item 4 is hereby amended to add the following: On August 25, 2025, the Issuer issued separate unsecured subordinated promissory notes (collectively, the "Subordinated Notes") payable to each of Stone House Capital Management, LLC, Face Canyon LLC and Mark Tkach (collectively, the "Subordinated Lenders") to evidence $3,333,334 of unsecured subordinated loans made by each Subordinated Lender to the Issuer. The aggregate gross proceeds of the unsecured subordinated loans evidenced by the Subordinated Notes, or approximately $10.0 million, were used to prepay outstanding principal amounts of the loans (the "Senior Loans") owed under the Company's term loan credit agreement (the "Senior Credit Agreement"), among the Issuer, as borrower, the guarantors party thereto, the lenders party thereto and Oaktree Fund Administration, LLC, as administrative agent and collateral agent (the "Senior Agent"). The Subordinated Notes are subordinated in right of payment to the Issuer's obligations under the Senior Credit Agreement pursuant to the terms of a subordination agreement entered into by and among the Company, the Subordinated Lenders, and the Senior Agent. The Subordinated Notes bear interest at a rate of 13.0% per annum, payable semi-annually in arrears on the last business day of each February and August, beginning February 27, 2026. Interest is payable in-kind and capitalized to the principal balance. Each Subordinated Note matures on August 31, 2028, unless earlier repaid or accelerated in accordance with its terms. In the event a Subordinated Lender participates in a Specified Equity Offering (as defined in the Subordinated Notes), the Issuer is required to use the net cash proceeds received from such Subordinated Lender in such Specified Equity Offering to make a mandatory prepayment of such Subordinated Lender's Subordinated Note. Each Subordinated Note is guaranteed on a joint and several basis by the Issuer's subsidiaries that are guarantors under the Senior Credit Agreement (each, a "Subordinated Guaranty"). Subject to the terms of the corresponding Subordinated Note, each Subordinated Guaranty is irrevocable and unconditional, and will remain in effect until all obligations under such Subordinated Note are satisfied. The foregoing description of the Subordinated Notes and Subordinated Guaranties does not purport to be complete and is qualified in its entirety by reference to the full text of the Subordinated Notes, a form of which is attached hereto as Exhibit 99.28.
Item 4 is hereby amended to add the following: On August 25, 2025, the Issuer issued separate unsecured subordinated promissory notes (collectively, the "Subordinated Notes") payable to each of Stone House Capital Management, LLC, Face Canyon LLC and Mark Tkach (collectively, the "Subordinated Lenders") to evidence $3,333,334 of unsecured subordinated loans made by each Subordinated Lender to the Issuer. The aggregate gross proceeds of the unsecured subordinated loans evidenced by the Subordinated Notes, or approximately $10.0 million, were used to prepay outstanding principal amounts of the loans (the "Senior Loans") owed under the Company's term loan credit agreement (the "Senior Credit Agreement"), among the Issuer, as borrower, the guarantors party thereto, the lenders party thereto and Oaktree Fund Administration, LLC, as administrative agent and collateral agent (the "Senior Agent"). The Subordinated Notes are subordinated in right of payment to the Issuer's obligations under the Senior Credit Agreement pursuant to the terms of a subordination agreement entered into by and among the Company, the Subordinated Lenders, and the Senior Agent. The Subordinated Notes bear interest at a rate of 13.0% per annum, payable semi-annually in arrears on the last business day of each February and August, beginning February 27, 2026. Interest is payable in-kind and capitalized to the principal balance. Each Subordinated Note matures on August 31, 2028, unless earlier repaid or accelerated in accordance with its terms. In the event a Subordinated Lender participates in a Specified Equity Offering (as defined in the Subordinated Notes), the Issuer is required to use the net cash proceeds received from such Subordinated Lender in such Specified Equity Offering to make a mandatory prepayment of such Subordinated Lender's Subordinated Note. Each Subordinated Note is guaranteed on a joint and several basis by the Issuer's subsidiaries that are guarantors under the Senior Credit Agreement (each, a "Subordinated Guaranty"). Subject to the terms of the corresponding Subordinated Note, each Subordinated Guaranty is irrevocable and unconditional, and will remain in effect until all obligations under such Subordinated Note are satisfied. The foregoing description of the Subordinated Notes and Subordinated Guaranties does not purport to be complete and is qualified in its entirety by reference to the full text of the Subordinated Notes, a form of which is attached hereto as Exhibit 99.28.
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 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 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 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 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 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.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Stone House Capital Management, LLC | 13D/AActivist | 18.7% | 7.10M | Aug 27, 2025 |
Item 4 is hereby amended to add the following: On August 25, 2025, the Issuer issued separate unsecured subordinated promissory notes (collectively, the "Subordinated Notes") payable to each of Stone House Capital Management, LLC, Face Canyon LLC and Mark Tkach (collectively, the "Subordinated Lenders") to evidence $3,333,334 of unsecured subordinated loans made by each Subordinated Lender to the Issuer. The aggregate gross proceeds of the unsecured subordinated loans evidenced by the Subordinated Notes, or approximately $10.0 million, were used to prepay outstanding principal amounts of the loans (the "Senior Loans") owed under the Company's term loan credit agreement (the "Senior Credit Agreement"), among the Issuer, as borrower, the guarantors party thereto, the lenders party thereto and Oaktree Fund Administration, LLC, as administrative agent and collateral agent (the "Senior Agent"). The Subordinated Notes are subordinated in right of payment to the Issuer's obligations under the Senior Credit Agreement pursuant to the terms of a subordination agreement entered into by and among the Company, the Subordinated Lenders, and the Senior Agent. The Subordinated Notes bear interest at a rate of 13.0% per annum, payable semi-annually in arrears on the last business day of each February and August, beginning February 27, 2026. Interest is payable in-kind and capitalized to the principal balance. Each Subordinated Note matures on August 31, 2028, unless earlier repaid or accelerated in accordance with its terms. In the event a Subordinated Lender participates in a Specified Equity Offering (as defined in the Subordinated Notes), the Issuer is required to use the net cash proceeds received from such Subordinated Lender in such Specified Equity Offering to make a mandatory prepayment of such Subordinated Lender's Subordinated Note. Each Subordinated Note is guaranteed on a joint and several basis by the Issuer's subsidiaries that are guarantors under the Senior Credit Agreement (each, a "Subordinated Guaranty"). Subject to the terms of the corresponding Subordinated Note, each Subordinated Guaranty is irrevocable and unconditional, and will remain in effect until all obligations under such Subordinated Note are satisfied. The foregoing description of the Subordinated Notes and Subordinated Guaranties does not purport to be complete and is qualified in its entirety by reference to the full text of the Subordinated Notes, a form of which is attached hereto as Exhibit 99.28. | ||||
| SH Capital Partners, L.P. | 13D/AActivist | 18.7% | 7.10M | Aug 27, 2025 |
Item 4 is hereby amended to add the following: On August 25, 2025, the Issuer issued separate unsecured subordinated promissory notes (collectively, the "Subordinated Notes") payable to each of Stone House Capital Management, LLC, Face Canyon LLC and Mark Tkach (collectively, the "Subordinated Lenders") to evidence $3,333,334 of unsecured subordinated loans made by each Subordinated Lender to the Issuer. The aggregate gross proceeds of the unsecured subordinated loans evidenced by the Subordinated Notes, or approximately $10.0 million, were used to prepay outstanding principal amounts of the loans (the "Senior Loans") owed under the Company's term loan credit agreement (the "Senior Credit Agreement"), among the Issuer, as borrower, the guarantors party thereto, the lenders party thereto and Oaktree Fund Administration, LLC, as administrative agent and collateral agent (the "Senior Agent"). The Subordinated Notes are subordinated in right of payment to the Issuer's obligations under the Senior Credit Agreement pursuant to the terms of a subordination agreement entered into by and among the Company, the Subordinated Lenders, and the Senior Agent. The Subordinated Notes bear interest at a rate of 13.0% per annum, payable semi-annually in arrears on the last business day of each February and August, beginning February 27, 2026. Interest is payable in-kind and capitalized to the principal balance. Each Subordinated Note matures on August 31, 2028, unless earlier repaid or accelerated in accordance with its terms. In the event a Subordinated Lender participates in a Specified Equity Offering (as defined in the Subordinated Notes), the Issuer is required to use the net cash proceeds received from such Subordinated Lender in such Specified Equity Offering to make a mandatory prepayment of such Subordinated Lender's Subordinated Note. Each Subordinated Note is guaranteed on a joint and several basis by the Issuer's subsidiaries that are guarantors under the Senior Credit Agreement (each, a "Subordinated Guaranty"). Subject to the terms of the corresponding Subordinated Note, each Subordinated Guaranty is irrevocable and unconditional, and will remain in effect until all obligations under such Subordinated Note are satisfied. The foregoing description of the Subordinated Notes and Subordinated Guaranties does not purport to be complete and is qualified in its entirety by reference to the full text of the Subordinated Notes, a form of which is attached hereto as Exhibit 99.28. | ||||
| Cohen Mark A. | 13D/AActivist | 18.7% | 7.10M | Aug 27, 2025 |
Item 4 is hereby amended to add the following: On August 25, 2025, the Issuer issued separate unsecured subordinated promissory notes (collectively, the "Subordinated Notes") payable to each of Stone House Capital Management, LLC, Face Canyon LLC and Mark Tkach (collectively, the "Subordinated Lenders") to evidence $3,333,334 of unsecured subordinated loans made by each Subordinated Lender to the Issuer. The aggregate gross proceeds of the unsecured subordinated loans evidenced by the Subordinated Notes, or approximately $10.0 million, were used to prepay outstanding principal amounts of the loans (the "Senior Loans") owed under the Company's term loan credit agreement (the "Senior Credit Agreement"), among the Issuer, as borrower, the guarantors party thereto, the lenders party thereto and Oaktree Fund Administration, LLC, as administrative agent and collateral agent (the "Senior Agent"). The Subordinated Notes are subordinated in right of payment to the Issuer's obligations under the Senior Credit Agreement pursuant to the terms of a subordination agreement entered into by and among the Company, the Subordinated Lenders, and the Senior Agent. The Subordinated Notes bear interest at a rate of 13.0% per annum, payable semi-annually in arrears on the last business day of each February and August, beginning February 27, 2026. Interest is payable in-kind and capitalized to the principal balance. Each Subordinated Note matures on August 31, 2028, unless earlier repaid or accelerated in accordance with its terms. In the event a Subordinated Lender participates in a Specified Equity Offering (as defined in the Subordinated Notes), the Issuer is required to use the net cash proceeds received from such Subordinated Lender in such Specified Equity Offering to make a mandatory prepayment of such Subordinated Lender's Subordinated Note. Each Subordinated Note is guaranteed on a joint and several basis by the Issuer's subsidiaries that are guarantors under the Senior Credit Agreement (each, a "Subordinated Guaranty"). Subject to the terms of the corresponding Subordinated Note, each Subordinated Guaranty is irrevocable and unconditional, and will remain in effect until all obligations under such Subordinated Note are satisfied. The foregoing description of the Subordinated Notes and Subordinated Guaranties does not purport to be complete and is qualified in its entirety by reference to the full text of the Subordinated Notes, a form of which is attached hereto as Exhibit 99.28. | ||||
| Mark Tkach | 13D/AActivist | 18.1% | 6.87M | Aug 12, 2025 |
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. | ||||
| William Coulter | 13D/AActivist | 17.8% | 6.78M | Aug 12, 2025 |
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. | ||||
| The WRC 2021 Irrevocable Trust | 13D/AActivist | 3.5% | 1.32M | Aug 12, 2025 |
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. | ||||
| WJC Properties, L.L.C. | 13D/AActivist | 0.2% | 67.4K | Aug 12, 2025 |
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. | ||||
| WRC-2009, L.L.C. | 13D/AActivist | 0.2% | 67.4K | Aug 12, 2025 |
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. | ||||
| The WRC-98 Trust | 13D/AActivist | 0.2% | 67.4K | Aug 12, 2025 |
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. | ||||