SH Capital Partners, L.P. 4
4 · RideNow Group, Inc. · Filed Jun 8, 2026
Research Summary
AI-generated summary of this filing
RideNow (RDNW) Mark Cohen Receives RSUs and Gifts Shares
What Happened
- Mark A. Cohen (reported as a 10% owner and board member) received a grant of 12,903 restricted stock units (RSUs) on June 4, 2026 (no cash paid). Those RSUs are contingent rights to one share each and vest on the earlier of the day before the next annual meeting or June 4, 2027.
- On June 8, 2026, 61,728 previously granted RSUs (from June 4, 2025) that vested on June 4, 2026 were transferred by Mr. Cohen to SH Capital Partners, L.P. as a gift for no consideration. The transfer is described as a bona fide gift and is treated as exempt for Section 16(b) short-swing liability purposes.
Key Details
- Transaction types: A = Award/Grant (12,903 RSUs at $0.00 on 2026-06-04); G = Gift (61,728 shares transferred on 2026-06-08).
- Price/Value: RSUs were granted at $0.00 (contingent units). The gift transfers were for no consideration; no dollar sale proceeds reported.
- Shares owned after transaction: The filing does not state an aggregate post-transaction share total. The securities are held for the benefit of SH Capital Partners, L.P.; Stone House Capital Management, LLC is the general partner/manager; Mr. Cohen is the managing member.
- Notable footnotes: June 2026 RSUs vest on earlier of (i) day before first annual meeting after grant or (ii) June 4, 2027 (F1). The June 2025 RSUs vested June 4, 2026 and were transferred as a bona fide gift to Partners on June 8, 2026, exempting them from Section 16(b) matching rules (F2). The filing is a joint statement with Partners and Stone House (F3–F6).
- Filing timeliness: Form filed June 8, 2026 for transactions on June 4–8, 2026; the form does not state a late-filing flag.
Context
- RSUs are conditional rights to receive shares upon vesting; receiving an RSU grant is not a cash purchase and is typically part of compensation/board service.
- The 61,728-share transfer was a gift to an associated investment vehicle (SH Capital Partners), which is not a market sale and does not necessarily signal the insider’s view of the stock.
- As a reported 10% owner and through affiliated entities, these transfers reflect institutional/ownership structuring rather than routine open-market trades by an unrelated executive.
Insider Transaction Report
Form 4
Cohen Mark A.
DirectorOther
Transactions
- Award
Class B Common Stock
[F1][F3][F5][F6]2026-06-04+12,903→ 74,631 total - Gift
Class B Common Stock
[F2][F3][F5][F6]2026-06-08−61,728→ 12,903 total - Gift
Class B Common Stock
[F2][F3][F4][F5][F6]2026-06-08+61,728→ 7,166,074 total(indirect: See Footnotes)
Footnotes (6)
- [F1]On June 4, 2026, Mark Cohen received a grant of 12,903 restricted stock units (the "June 2026 RSUs"), which will vest and become exerciseable on the earlier of (i) the day immediately preceding the date of the first annual meeting following the date of the grant and (ii) June 4, 2027. Each June 2026 RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock. The June 2026 RSUs are held in an account by Mr. Cohen for the benefit of SH Capital Partners, L.P. ("Partners") and upon the applicable vesting date, the shares are intended to be transferred to Partners.
- [F2]As previously reported, on June 4, 2025, Mark Cohen received a grant of 61,728 restricted stock units (the "June 2025 RSUs") for his service on the board of directors of the issuer. Mr. Cohen serves on the board of directors of the issuer in connection with Partners' investment in the issuer. On June 4, 2026, 61,728 of the June 2025 RSUs vested and were initially held in an account by Mr. Cohen for the benefit of Partners. On June 8, 2026, the shares were transferred to Partners for no consideration. The transfer represents a "bona fide gift" under Rule 16b-5 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Act"), and as such, the transaction is exempt for matching and short-swing liability purposes under Section 16(b) of the Act.
- [F3]This statement is jointly filed by and on behalf of each of Mr. Cohen, Partners and Stone House Capital Management, LLC ("Stone House").
- [F4]Partners is the record and direct beneficial owner of the securities. Stone House is the general partner and investment manager of, and may be deemed to beneficially own securities owned by, Partners. Mr. Cohen is the managing member of, and may be deemed to beneficially own securities owned by, Stone House.
- [F5]Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
- [F6]Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.