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Form 8-K

sec.gov

8-K — RideNow Group, Inc.

Accession: 0001628280-26-035078

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0001596961

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — rmbl-20260514.htm (Primary)

EX-99.1 (rdnwq12026earningsrelease-.htm)

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8-K

8-K (Primary)

Filename: rmbl-20260514.htm · Sequence: 1

rmbl-20260514

FALSE000159696100015969612026-05-142026-05-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2026

RideNow Group, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction

of incorporation)

001-38248

(Commission File Number)

46-3951329

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

2677 E Willis Road, Chandler, Arizona

85286

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (480) 755-5200

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

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 RDNW The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

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. ¨

Item 2.02.    Results of Operations and Financial Condition.

On May 14, 2026, RideNow Group, Inc. (the “Company”) issued a press release announcing its results for the first quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1.

The information contained under Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit Description

99.1

Press Release, dated May 14, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RideNow Group, Inc.

Date: May 14, 2026 By: /s/ Joshua J. Barsetti

Joshua J. Barsetti

Executive Vice President and Chief Financial Officer

EX-99.1

EX-99.1

Filename: rdnwq12026earningsrelease-.htm · Sequence: 2

Document

Exhibit 99.1

RideNow Group, Inc. Reports First Quarter 2026 Financial Results

Growth in Same Store Revenue, Gross Profit and Unit Volume in the First Quarter

CHANDLER, Arizona – May 14, 2026 – RideNow Group, Inc. (NASDAQ: RDNW), ("we", "our", the "Company", or "RideNow"), today announced financial results for the first quarter ended March 31, 2026.

Key First Quarter 2026 Highlights (Compared to First Quarter 2025)

•Powersports Revenue increased 6.4%, reaching $260.4 million, which represents an increase of $15.7 million.

•On a same store sales basis, Powersports Revenue was up 13.1%, driven by a 16.3% increase in unit sales.

•Powersports Gross profit was $71.6 million, up 8.3%.

•Selling, general & administrative expense ("SG&A") was $62.1 million, or 86.7% of total Company gross profit, compared to $61.1 million, or 90.9% of gross profit.

•Net loss improved 55.7% to a loss of $4.3 million compared to a net loss of $9.7 million.

•Adjusted EBITDA increased to $9.3 million from $7.0 million.

Commenting on the quarter, Chairman, Chief Executive Officer and President Michael Quartieri said, "I am invigorated by our team's unrelenting focus on execution, as evidenced by our first quarter results. Our tactical plan combines near-term initiatives to improve financial performance with structural changes to elevate the Company's strategic direction. All of our effort is focused on driving long-term value creation for our shareholders, and our first quarter results are further evidence that we are on the right trajectory."

First Quarter 2026 Results

Three Months Ended March 31,

($ in millions except units) 2026 2025 YOY Change

Revenue $ 260.4  $ 244.7  6.4  %

Gross Profit $ 71.6  $ 67.2  6.5  %

SG&A $ 62.1  $ 61.1  1.6  %

Adjusted SG&A(1)

$ 60.4  $ 57.5  5.0  %

Operating Income $ 7.6  $ 3.8  NM

Net Loss $ (4.3) $ (9.7) 55.7  %

Adjusted EBITDA(1)

$ 9.3  $ 7.0  32.9  %

Unit Retail Sales:

New Powersports 9,322  8,013  16.3  %

Pre-owned Powersports 4,593  4,307  6.6  %

1

Three Months Ended March 31,

($ in millions) 2026 2025 YOY Change

Operating Cash Flow $ (27.6) $ (6.9) 300.0  %

Capital Expenditures $ (0.6) $ (0.5) (20.0) %

Free Cash Flow(1)

$ (28.2) $ (7.4) 281.1  %

Mar. 31, Dec. 31,

2026 2025 Change

Cash (unrestricted) $ 30.2  $ 29.5  2.4  %

Long-term Debt, including Current Maturities $ 211.3  $ 207.6  1.8  %

Principal of Long-Term Debt, including Current Maturities $ 220.9  $ 218.8  1.0  %

Non-Vehicle Net Debt(1)

$ 190.7  $ 189.3  0.7  %

NM = not meaningful.

(1) Adjusted SG&A, Adjusted EBITDA, Free Cash Flow, and Non-Vehicle Net Debt are non-GAAP measures. Reconciliations of most directly comparable GAAP to non-GAAP financial measures are provided in accompanying financial schedules.

First Quarter 2026 — Operating Results

2

Key Operating Metrics

Three Months Ended March 31,

$ in millions, except per unit 2026 2025 YOY Change

Unit Sales (#)

Retail

New 9,322  8,013  16.3  %

Pre-owned 4,593  4,307  6.6  %

Total retail 13,915  12,320  12.9  %

Wholesale 779  866  (10.0) %

Total Powersports Unit Sales 14,694  13,186  11.4  %

Revenue

New retail vehicles $ 135.0  $ 120.1  12.4  %

Pre-owned retail vehicles 52.0  48.1  8.1  %

Wholesale vehicles 4.9  3.8  28.9  %

Finance & Insurance, net 21.8  21.1  3.3  %

Parts, Services, and Accessories 46.7  46.1  1.3  %

Total Powersports Revenue $ 260.4  $ 239.2  8.9  %

Gross Profit

New retail vehicles $ 19.2  $ 16.3  17.8  %

Pre-owned retail vehicles 8.8  7.8  12.8  %

Wholesale vehicles (0.2) 0.1  (300.0) %

Finance & Insurance, net 21.8  21.1  3.3  %

Parts, Services, and Accessories 22.0  20.8  5.8  %

Total Powersports Gross Profit $ 71.6  $ 66.1  8.3  %

Powersports GPU(1)

$ 5,150  $ 5,365  (4.0) %

(1) Calculated as total powersports gross profit divided by total retail units sold.

3

Same Store Metrics(1)

Three Months Ended March 31,

$ in millions, except units and per unit 2026 2025 YOY Change

Same Store Units (#)

Retail

New vehicles 9,261  7,760  19.3  %

Pre-owned vehicles 4,593  4,118  11.5  %

Total retail 13,854  11,878  16.6  %

Wholesale 595  544  9.4  %

Total Powersports Unit Sales 14,449  12,422  16.3  %

Same Store Revenue

New retail vehicles $ 135.4  $ 117.1  15.6  %

Pre-owned retail vehicles 52.0  46.1  12.8  %

Total retail 187.4  163.2  14.8  %

Wholesale vehicles 3.5  2.0  75.0  %

Total Same Store Vehicles 190.9  165.2  15.6  %

Finance & Insurance, net 21.4  19.1  12.0  %

Parts, Services, and Accessories 46.7  44.6  4.7  %

Total Powersports Revenue $ 259.0  $ 228.9  13.1  %

Same Store Gross Profit

New $ 19.5  $ 16.3  19.6  %

Pre-owned 8.7  7.7  13.0  %

Total retail 28.2  24.0  17.5  %

Wholesale vehicles (0.3) (0.1) 200.0  %

Total Same Store Vehicles 27.9  23.9  16.7  %

Finance & Insurance, net 21.4  19.1  12.0  %

Parts, Services, and Accessories 22.3  20.8  7.2  %

Total Same Store Gross Profit $ 71.6  $ 63.8  12.2  %

Same Store Powersports GPU(2)

$ 5,168  $ 5,371  (3.8) %

(1) Same store metrics in the table above exclude the impact in all periods of fleet sales and stores permanently closed as of March 31, 2026.

(2) Calculated as total same store powersports gross profit divided by total same store retail units.

Balance Sheet, Liquidity and Cash Flow

The Company ended the quarter with $46.4 million in total cash, inclusive of restricted cash, and $190.7 million of non-vehicle net debt. Availability under the Company's powersports floor plan lines of credit totaled approximately $99.3 million as of March 31, 2026. Total Available Liquidity, defined as total cash plus availability under floorplan credit facilities, was $145.7 million as of March 31, 2026. Cash outflows from operating activities were $27.6 million for the first three months of 2026, compared to outflows of $6.9 million for the same period in 2025.

Investor Conference Call

The Company's management will host a conference call to discuss these results on May 14, 2026 at 4:30 p.m. Eastern Time. To access the conference call, United States callers may dial 1-800-717-1738 (1-646-307-1865 for callers outside of the United States) and enter conference ID 60701. A live and archived webcast will be accessible from the Company's Investor Relations website at https://investors.ridenow.com.

4

About the Company

RideNow Group, Inc. (NASDAQ: RDNW) is a powersports dealership group. We believe our powersports business is the largest powersports retail group in the United States, offering a wide selection of new and pre-owned motorcycles, all-terrain vehicles, utility terrain or side-by-side vehicles, personal watercraft, snowmobiles, and other powersports products. We also offer parts, apparel, accessories, finance & insurance products and services, and aftermarket products from a wide range of manufacturers. We are one of the largest purchasers of pre-owned powersports vehicles in the United States and utilize our proprietary RideNow Cash Offer tool to acquire vehicles directly from consumers. To learn more, please visit us online at https://www.ridenow.com.

Forward-Looking Statements

This press release contains "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," "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 press release and speak only as of the date of this press release. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Forward-looking statements contained in this press release include, but are not limited to, statements about our future results of operations and financial position, our ability to deliver continued growth and long-term shareholder value, business strategy and plans, including the anticipated benefits of our strategic initiatives, industry and business trends, the sufficiency of our liquidity and capital resources, our ability to refinance or repay our indebtedness on or prior to its maturity, including our ability to meet the refinancing milestones under our Credit Agreement, general macroeconomic and market conditions, growth opportunities, same store sales trends and momentum, and our objectives for future operations. Our actual future results and trends may differ materially depending on a variety of factors, including, but not limited to, the following: our ability to grow our business both organically and through strategic acquisitions and to realize our plans and strategies; our ability to acquire sufficient powersports inventory to satisfy consumer demand or our expectations for the business; our dependence on key personnel to operate our business and our ability to retain, attract, and integrate qualified personnel; internal control matters; our reliance on third-party financing providers to finance a substantial portion of our customers' powersports vehicle purchases and to supply extended protection products; the success of our marketing and branding efforts and our ability to attract new customers; adverse conditions affecting one or more of the powersports manufacturers with which we hold franchises, or their inability to deliver a desirable mix of vehicles; our dependence on manufacturer relationships and restrictions imposed by vehicle manufacturers; product liability claims and manufacturer safety recalls; natural disasters, adverse weather, and other disruptive events; our ability to adequately protect our intellectual property; and concentration of leases with entities controlled by our directors; our significant indebtedness and its effect on business flexibility; our need to refinance our indebtedness at or prior to its maturity, and our need for additional financing or capital for acquisitions or unforeseen circumstances; our dependence on floor plan facilities for inventory financing, which may be reduced or terminated; and interest rate risk in connection with floor plan payables and other debt instruments; sensitivity of the powersports industry to unfavorable economic conditions and other demand factors; changes in trade policies, including the imposition of tariffs; operating in a highly competitive market for powersports products and services; potential reduction or discontinuation of manufacturer sales incentive, warranty, or promotional programs; and seasonality and weather trends causing fluctuations in revenue and operating results; our reliance on Internet search engines to drive website traffic; potential disruption in service on our websites; cybersecurity risks and incidents affecting our operations and third-party providers; and compliance with privacy, security, and data processing laws and regulations regarding personal information; potential repeal or weakening of state laws protecting powersports retailers; compliance with a wide range of federal, state, and local laws and regulations; and exposure to various legal proceedings, as well as the factors listed under the heading "Forward-Looking Statements" and "Risk Factors" in the Company's SEC filings, as may be updated and amended from time to time. 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.

5

Investor Relations Contact:

investors@ridenow.com

Non-GAAP Measures

To supplement its Unaudited Condensed Consolidated Financial Statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the Company uses the following non-GAAP financial measures: EBITDA, Adjusted EBITDA, Free Cash Flow, Non-Vehicle Net Debt, and Adjusted SG&A (collectively the “non-GAAP financial measures”). The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The Company uses these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. The Company believes that they provide useful information about operating results, enhance the overall understanding of our operating performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. The non-GAAP measures used by the Company in this press release may be different from the measures used by other companies.

6

RideNow Group, Inc.

Unaudited Condensed Consolidated Statements of Operations

(amounts in millions, except per share data)

Three Months Ended March 31,

2026 2025

Revenue:

Powersports vehicles $ 191.9  $ 172.0

Parts, service and accessories 46.7  46.1

Finance and insurance, net 21.8  21.1

Vehicle transportation services —  5.5

Total revenue 260.4  244.7

Cost of revenue:

Powersports vehicles 164.1  147.8

Parts, service and accessories

24.7  25.3

Vehicle transportation services —  4.4

Total cost of revenue 188.8  177.5

Gross profit

71.6  67.2

Selling, general and administrative

62.1  61.1

Depreciation and amortization

1.9  2.3

Operating income

7.6  3.8

Other income (expense):

Floor plan interest expense (2.4) (2.8)

Other interest expense, net

(9.3) (10.8)

Other (expense) income (0.1) 0.2

Total other expense (11.8) (13.4)

Loss before income taxes (4.2) (9.6)

Income tax expense

0.1  0.1

Net loss

$ (4.3) $ (9.7)

Weighted average shares-basic and diluted

38.4 37.8

Net loss per share - basic and diluted $ (0.11) $ (0.26)

Common shares outstanding, at period end 38.7 37.8

7

RideNow Group, Inc.

Condensed Consolidated Balance Sheets

(amounts in millions, except per share data)

Mar. 31, 2026 Dec. 31, 2025

ASSETS (Unaudited)

Current assets:

Cash

$ 30.2  $ 29.5

Restricted cash

16.2  13.4

Accounts receivable, net

31.2  28.9

Inventory

302.5  257.4

Prepaid expense and other current assets

4.7  5.5

Total current assets

384.8  334.7

Property and equipment, net

60.2  60.5

Right-of-use assets

148.7  150.4

Franchise rights

127.0  127.0

Other assets

1.0  1.0

Total assets

$ 721.7  $ 673.6

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable and other current liabilities

$ 82.3  $ 77.7

Vehicle floor plan notes payable

263.0  218.4

Current portion of long-term debt

0.9  0.4

Total current liabilities

346.2  296.5

Long-term liabilities:

Long-term debt

210.4  207.2

Operating lease liabilities

126.4  128.0

Other long-term liabilities, including finance lease obligation

54.9  54.4

Total long-term liabilities

391.7  389.6

Total liabilities

737.9  686.1

Commitments and contingencies

Stockholders’ Deficit:

Additional paid-in capital

704.7  704.1

Accumulated deficit

(716.6) (712.3)

Treasury stock

(4.3) (4.3)

Total stockholders’ deficit

(16.2) (12.5)

Total liabilities and stockholders’ deficit

$ 721.7  $ 673.6

8

RideNow Group, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(amounts in millions)

Three Months Ended March 31,

2026 2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$ (4.3) $ (9.7)

Adjustments to reconcile net loss to net cash from operating activities:

Depreciation and amortization

1.9  2.3

Amortization of debt discount and issuance costs

1.6  2.5

Stock-based compensation

0.6  (0.1)

Interest paid-in-kind capitalized in debt principal 1.2  0.8

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

(2.3) 3.7

Inventory

(45.1) (32.0)

Prepaid expenses and other assets 0.8  0.9

Other liabilities

0.7  0.3

Accounts payable and accrued liabilities 4.6  (0.1)

Floor plan trade note borrowings, net

12.7  24.5

Net cash used in operating activities

(27.6) (6.9)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment

(0.6) (0.5)

Technology development (0.1) —

Net cash used in investing activities

(0.7) (0.5)

CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of debt (0.1) (38.8)

Increase in borrowings from non-trade floor plans 31.9  6.5

Other financing —  (0.8)

Net cash provided by (used in) financing activities

31.8  (33.1)

NET CHANGE IN CASH

3.5  (40.5)

Cash and restricted cash at beginning of period 42.9  96.7

Cash and restricted cash at end of period $ 46.4  $ 56.2

9

RideNow Group, Inc.

Non-GAAP Measures

(Unaudited)

(amounts in millions)

EBITDA and Adjusted EBITDA

We define EBITDA as net loss adjusted to add back interest expense, the impact of income taxes, depreciation and amortization. Adjusted EBITDA further adds back non-cash stock-based compensation, management transition costs, certain litigation expenses not associated with ongoing operations, and certain other costs and credits, as these recoveries, charges and expenses are not considered a part of our core business operations and are not necessarily an indicator of ongoing, future company performance. Adjusted EBITDA is reduced by floor plan interest expense. Our industry typically treats interest expense on vehicle floor plan debt as operating expense, as vehicle floor plan debt is integral to our operations and is collateralized by our powersports vehicles.

Adjusted EBITDA is one of the primary metrics we use to evaluate the financial performance of our business. We present Adjusted EBITDA because we believe it is helpful in highlighting trends in our operating results and it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry.

A reconciliation of net loss to EBITDA and Adjusted EBITDA is provided below:

Three Months Ended March 31,

2026 2025

Net loss (GAAP)

$ (4.3) $ (9.7)

Add back:

Floor plan interest expense 2.4  2.8

Other interest expense

9.3  10.8

Depreciation and amortization

1.9  2.3

Income tax expense (benefit) 0.1  0.1

EBITDA (non-GAAP)

9.4  6.3

Adjustments:

Floor plan interest expense (2.4) (2.8)

Stock-based compensation 0.6  (0.1)

Lease expense associated with favorable related party leases in excess of contractual lease payments 0.2  0.3

Other costs(1)

1.5  2.2

Management transition costs —  1.1

Adjusted EBITDA (non-GAAP)

$ 9.3  $ 7.0

(1) Other costs, such as costs incurred for litigation not part of our normal, ongoing operations.

10

RideNow Group, Inc.

Non-GAAP Measures

(Unaudited)

(amounts in millions)

Free Cash Flow

We define Free Cash Flow as cash flows from operating activities less capital expenditures of property and equipment (not including acquisitions). We utilize Free Cash Flow when assessing the Company's sources of liquidity and capital resources. We believe that Free Cash Flow is helpful in understanding the Company's capital requirements and provides an additional means to reflect the cash flow trends in the Company's business. We believe Free Cash Flow is useful to investors because it represents the cash that our operating businesses generate, before taking into account non-operational cash movements. Free Cash Flow has certain limitations in that it does not represent the total increase or decrease in the cash balance for the period, nor does it represent the residual cash flow for discretionary expenditures. Therefore, we think it is important to evaluate Free Cash Flow along with our consolidated statement of cash flows.

A reconciliation of cash flows from operating activities to Free Cash Flow is provided below:

Three Months Ended March 31,

2026 2025

Cash flows from operating activities (GAAP)

$ (27.6) $ (6.9)

Less:

Capital expenditures (0.6) (0.5)

Free Cash Flow (non-GAAP)

$ (28.2) $ (7.4)

Non-Vehicle Net Debt

We define Non-Vehicle Net Debt as total principal of long-term debt, including current maturities, less unrestricted cash. Our restricted cash is principally related to vehicle floor plan debt and is therefore not part of this calculation. Vehicle floor plan debt and finance lease obligations are not included in this measure. We believe that Non-Vehicle Net Debt is useful to investors and analysts as a measure of our financial position. We use Non-Vehicle Net Debt to monitor and compare our financial position from period to period.

A reconciliation of total long-term debt, including current maturities to Non-Vehicle Net Debt is provided below:

As of

Mar. 31, 2026

As of

Dec. 31, 2025

Long-term debt, including current maturities (GAAP) $ 211.3  $ 207.6

Add back: unamortized debt discount and issuance costs 9.6  11.2

Principal of long-term debt, including current maturities 220.9  218.8

Less: unrestricted cash (30.2) (29.5)

Non-Vehicle Net Debt (non-GAAP) $ 190.7  $ 189.3

11

RideNow Group, Inc.

Non-GAAP Measures

(Unaudited)

(amounts in millions)

Adjusted SG&A

We define Adjusted SG&A as SG&A adjusted to deduct transaction costs, certain litigation expenses not associated with our ongoing operations, management transition costs and certain other costs, as these charges and expenses are not considered a part of our core business operations and are not necessarily an indicator of the ongoing run rate of our SG&A. We use Adjusted SG&A to measure our progress toward achieving our goals. Adjusted SG&A is a non-GAAP financial measure and should not be used as a replacement for SG&A reported in compliance with GAAP. Adjusted SG&A has certain limitations in that it does not represent the total SG&A for the period. Therefore, we believe it is important to evaluate Adjusted SG&A along with SG&A and our consolidated statements of operations.

A reconciliation of SG&A to Adjusted SG&A is below:

Three Months Ended March 31,

2026 2025

SG&A (GAAP)

$ 62.1  $ 61.1

% of Gross Profit 86.7  % 90.9  %

Adjustments:

Lease expense associated with favorable related party leases in excess of contractual lease payments (0.2) (0.3)

Other costs(1)

(1.5) (2.2)

Management transition costs(2)

—  (1.1)

Adjusted SG&A (non-GAAP)

$ 60.4  $ 57.5

% of Gross Profit(3)

84.3  % 85.6  %

(1) Other costs, such as costs incurred for litigation not part of our normal, ongoing operations.

(2) Severance and other charges associated with the separation of former executives.

(3) Ratio of Adjusted SG&A to Gross Profit.

12

RideNow Group, Inc.

Supplementary Data

(Unaudited)

Key Term Loan Credit Agreement Covenant Compliance Calculations as of March 31, 2026(1)

Consolidated Total Net Leverage Ratio 3.5x

Covenant Maximum Allowed 6.5x

Consolidated Senior Secured Net Leverage Ratio 3.3x

Covenant Maximum Allowed 6.25x

(1) Calculated in accordance with our credit agreement.

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v3.26.1

Cover

May 14, 2026

Document Information [Line Items]

Document Type

8-K

Document Period End Date

May 14, 2026

Entity Registrant Name

RideNow Group, Inc.

Entity Incorporation, State or Country Code

NV

Entity File Number

001-38248

Entity Tax Identification Number

46-3951329

Entity Address, Address Line One

2677 E Willis Road,

Entity Address, City or Town

Chandler,

Entity Address, State or Province

AZ

Entity Address, Postal Zip Code

85286

City Area Code

480

Local Phone Number

755-5200

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Class B Common Stock, $0.001 par value

Trading Symbol

RDNW

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

Amendment Flag

false

Entity Central Index Key

0001596961

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Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

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Area code of city

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- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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-Subsection b-2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

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Local phone number for entity.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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-Publisher SEC

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-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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-Publisher SEC

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-Section 425

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