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Table of Contents

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 March 31, 2026


			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


			RideNow Group, 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.)

			2677 E Willis Road, Chandler, Arizona						85286
			(Address of principal executive offices)						(Zip Code)


(480) 755-5200
(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

RDNW

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 the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	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 May 8, 2026 was 38,537,176 shares. In addition, 50,000 shares of Class A common stock, $0.001 par value, were outstanding on May 8, 2026.

Table of Contents

RideNow Group, Inc.

Form 10-Q

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27



Item 5.	Other Information	27
Item 6.	Exhibits	28
	S ignatures	29

Forward-Looking and Cautionary Statements

This Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (this "Quarterly Report") contains "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995, as codified in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as "believes," "estimates," "anticipates," "expects," "intends," "plans," "seeks," or words of similar meaning, or future or conditional verbs, such as "may," "will," "should," "could," "aims," "intends," or "projects," and similar expressions, whether in the negative or the affirmative. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about our future results of operations and financial position, 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, our plans to remediate material weaknesses in internal control over financial reporting, the anticipated outcome and impact of pending legal proceedings, industry and business trends, general macroeconomic and market conditions, business strategy, plans, market growth, potential growth opportunities for the business, and our objectives for future operations.

You should not place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report. These forward-looking statements are all based on currently available operating, financial and competitive information and are subject to various risks and uncertainties. Our actual future results and trends may differ materially depending on a variety of factors, including, but not limited to, the risks and uncertainties discussed under the sections titled "Risk Factors" and “Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 10-K"). Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results. Any or all forward-looking statements contained in this Quarterly Report may turn out to be incorrect. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

RideNow Group, Inc.

Condensed Consolidated Balance Sheets

(amounts in millions, except per share data)


	March 31, 2026		December 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, net	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, net of current maturities	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:
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 authorized; 38,622,673 issued and 38,499,584 outstanding as of March 31, 2026 and 38,325,595 issued and 38,202,506 outstanding as of December 31, 2025.	—		—
Additional paid-in capital	704.7		704.1
Accumulated deficit	(716.6)		(712.3)
Class B common stock in treasury, at cost, 123,089 shares	(4.3)		(4.3)
Total stockholders' deficit	(16.2)		(12.5)
Total liabilities and stockholders' deficit	$	721.7	$	673.6

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

Table of Contents

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 (expense) income:
Floor plan interest expense		(2.4)		(2.8)
Other interest expense		(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		38,411,689		37,789,149

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

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

Table of Contents

RideNow Group, Inc.

Unaudited Condensed Consolidated Statements of Stockholders' (Deficit) Equity

(amounts in millions)


	Common Shares		Additional Paid-in Capital		Accumulated Deficit		Treasury Shares			Total Stockholders’ Deficit
	Class A	Class B					Shares	Amount
December 31, 2025	50,000	38,202,506	$	704.1	$	(712.3)	123,089	$	(4.3)	$	(12.5)
Stock-based compensation	—	297,078	0.6		—		—	—		0.6
Net loss	—	—	—		(4.3)		—	—		(4.3)
March 31, 2026	50,000	38,499,584	$	704.7	$	(716.6)	123,089	$	(4.3)	$	(16.2)


	Common Shares		Additional Paid-in Capital		Accumulated Deficit		Treasury Shares			Total Stockholders’ Equity
	Class A	Class B					Shares	Amount
December 31, 2024	50,000	37,717,842	$	700.9	$	(659.9)	123,089	$	(4.3)	$	36.7
Stock-based compensation	—	74,250	(0.1)		—		—	—		(0.1)
Net loss	—	—	—		(9.7)		—	—		(9.7)
March 31, 2025	50,000	37,792,092	$	700.8	$	(669.6)	123,089	$	(4.3)	$	26.9

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

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 used in 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 to debt principal	1.2		0.8

Changes in operating assets and liabilities:
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
Repayments of debt	(0.1)		(38.8)
Net increase in borrowings from non-trade floor plans	31.9		6.5
Other	—		(0.8)
Net cash provided by (used in) financing activities	31.8		(33.1)
NET CHANGE IN CASH AND RESTRICTED 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

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

Table of Contents

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except per share data)

NOTE 1 – DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Effective August 13, 2025, we changed our corporate name to RideNow Group, Inc. (the “Company”) and updated the ticker symbol for our Class B common stock to RDNW on The NASDAQ Stock Market. Founded in 2013 and public since 2017, the Company has grown primarily through strategic acquisitions and, as of August 13, 2025, relocated its headquarters from Irving, Texas, to Chandler, Arizona.

Historically, the Company operated through two segments: a powersports dealership group and a vehicle transportation services business. However, following the cessation of our asset-light transportation services at the end of December 2025, the Company now operates as a single operating and reportable segment focused exclusively on our powersports dealership group.

We operated 48 locations as of March 31, 2026, primarily situated in the Sunbelt region. We provide a comprehensive selection of new and pre-owned motorcycles, ATVs, side-by-sides (SXS), personal watercraft (PWC), and other powersports products.

Unless the context requires otherwise, references in these financial statements to “RideNow Group,” “RideNow,” the “Company,” “we,” “us,” and “our” refer to RideNow Group, Inc. and its consolidated subsidiaries.

Basis of Presentation

The accompanying Unaudited Condensed Consolidated Financial Statements of the Company and its wholly owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim information and with the instructions on Form 10-Q and Rule 8-03 of Regulation S-X pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for smaller reporting companies. In accordance with those rules and regulations, the Company has omitted certain information and notes required by GAAP for annual consolidated financial statements. In the opinion of management, these condensed consolidated financial statements contain all normal, recurring adjustments necessary for the fair presentation of the Company’s financial position and results of operations for the periods presented. Year-end balance sheet data was derived from audited financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 10-K”) filed with the SEC on March 13, 2026. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results expected for the entire fiscal year. Intercompany accounts and material intercompany transactions have been eliminated.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year's presentation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Estimates are used for items such as long-lived assets and franchise rights; fair values of acquired assets and liabilities under the acquisition method of accounting; inventory valuation; property depreciable lives; tax provisions; realization of deferred tax assets; expected credit losses; loss contingencies; lease classification; present value of right-of-use assets and lease liabilities; and the valuation of stock-based compensation and warrants. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As additional information becomes available, or actual amounts are determinable, the recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting estimates.

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Recent Pronouncements Not Yet Adopted

Disaggregation of Income Statement Expenses

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. While early adoption is permitted, we do not currently plan to adopt this standard early. This ASU will likely result in additional disclosures being included in our consolidated financial statements, once adopted. We are currently evaluating the provisions of this ASU.

NOTE 2 – REVENUE

The following tables show revenue disaggregated by major lines of goods and services and timing of transfer of goods and services.


	Three Months Ended March 31,
($ in millions)	2026		2025
Revenue
New vehicles	$	135.0	$	120.1
Pre-owned vehicles	52.0		48.1
Wholesale	4.9		3.8
Total 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

Timing of revenue recognition
Goods and services transferred at a point in time	$	240.6	$	221.1
Goods and services transferred over time	19.8		23.6
Total revenue	$	260.4	$	244.7

NOTE 3 – ACCOUNTS RECEIVABLE, NET

Accounts receivable consisted of the following:


($ in millions)	March 31, 2026		December 31, 2025
Contracts in transit(1)	$	16.6	$	13.7
Trade receivables(2)	6.3		5.9
Factory receivables(3)	8.6		9.6
	31.5		29.2
Less: allowance for doubtful accounts	0.3		0.3
	$	31.2	$	28.9

(1) Balance as of January 1, 2025 was $10.2 million.

(2) Balance as of January 1, 2025 was $13.7 million.

(3) Primarily amounts due from manufacturers for holdbacks, rebates, co-op advertising, warranty and supplies returns.

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NOTE 4 – INVENTORY AND VEHICLE FLOOR PLAN NOTES PAYABLE

Net inventory as of March 31, 2026 and December 31, 2025 were as follows:


($ in millions)	March 31, 2026		December 31, 2025
New powersports vehicles	$	228.8	$	197.3
Pre-owned powersports vehicles	50.3		38.0
Parts, accessories and other	23.4		22.1
Inventory, net	$	302.5	$	257.4

New inventory costs are generally reduced by manufacturer holdbacks, incentives, floor plan assistance, and non-reimbursement-based manufacturer advertising rebates, while the related vehicle floor plan payables shown below are reflective of the gross cost of the powersports vehicle.

Vehicle Floor Plan Notes Payable

Floor plan notes payable as of March 31, 2026 and December 31, 2025 were as follows:


($ in millions)	March 31, 2026		December 31, 2025
Floor plans notes payable (trade)	$	109.7	$	97.0
Floor plans notes payable (non-trade)(1)	153.3		121.4
Floor plan notes payable	$	263.0	$	218.4

(1) Includes a related-party pre-owned inventory floor plan line. See Note 12.

The Company relies on its floor plan vehicle financing credit lines (“Floor Plan Lines”) to finance new and pre-owned powersports vehicle inventory at its retail locations. Inventory serves as collateral under floor plan notes payable borrowings. The inventory balance in its entirety also serves as collateral under the Credit Agreement (as defined in Note 6). Floor plan notes payable (trade) reflects amounts borrowed to finance the purchase of specific new and, to a lesser extent, pre-owned powersports vehicle inventory with corresponding manufacturers' captive finance subsidiaries (“trade lenders”). Floor plan notes payable (non-trade) represents amounts borrowed to finance the purchase of specific new and pre-owned powersports vehicle inventories with non-trade lenders. Changes in vehicle floor plan notes payable (trade) are reported as operating cash flows, and changes in floor plan notes payable (non-trade) are reported as financing cash flows in the accompanying Unaudited Condensed Consolidated Statements of Cash Flows.

The vehicle floor plan payables may also be higher than the inventory cost due to the timing of the sale of a vehicle and payment of the related liability. Vehicle floor plan facilities are due on demand, but in the case of new vehicle inventories, are generally paid within a few business days after the related vehicles are sold.

New vehicle floor plan facilities generally utilize Secured Overnight Financing Rate (“SOFR”) or Average Daily Balance (“ADB”) based interest rates, which generally ranged between 6.5% and 16.0% as of March 31, 2026. Pre-owned vehicle floor plan facilities are based on prime or SOFR and range between 7.0% and 8.3% as of March 31, 2026. The aggregate capacity to finance our inventory under the new and pre-owned vehicle floor plan facilities was $362.3 million as of March 31, 2026.

NOTE 5 – FRANCHISE RIGHTS

Franchise rights as of March 31 were comprised of the following:


($ in millions)	March 31, 2026		December 31, 2025
Indefinite-lived intangible assets:
Franchise rights(1)	$	127.0	$	127.0
Goodwill(2)	—		—




Total franchise rights	$	127.0	$	127.0

(1) Attributed to the Company's powersports reporting unit.

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(2) As a result of the Company’s decision to cease operating the vehicle transportation services business, the Company determined the goodwill associated with the vehicle transportation services business had been impaired. Accordingly, in December 2025, the Company recorded an impairment charge of $0.8 million, which represents the entire balance of goodwill.

NOTE 6 – LONG-TERM DEBT

Long-term debt consisted of the following as of March 31, 2026 and December 31, 2025:


($ in millions)	March 31, 2026		December 31, 2025
Term loan credit agreement due September 2027(1)	$	208.2	$	207.7
Subordinated Loans due August 2028(2)	10.7		10.0
Notes payable for fleet vehicles and other(3)	2.0		1.1
Total principal amount	220.9		218.8
Less: Unamortized debt discount and issuance costs	(9.6)		(11.2)
Total debt	211.3		207.6
Less: current portion of long-term debt	(0.9)		(0.4)
Long-term debt	$	210.4	$	207.2

(1) Interest payments are required quarterly. Fair value was $216.9 million and $215.7 million as of March 31, 2026 and December 31, 2025, respectively.

(2) Fair value of $10.8 million and $8.7 million as of March 31, 2026 and December 31, 2025, respectively. See Note 12 for a description of the Subordinated Loans, which are with related parties.

(3) Carrying value approximate fair value due to the nature of this debt.

Term Loan Credit Agreement

The Company has a term loan credit agreement (as amended, the “Credit Agreement”) among the Company, as borrower, the lenders party thereto, and Oaktree Fund Administration, LLC (“Oaktree”), as administrative agent and collateral agent. Borrowings under the Credit Agreement bear interest at a rate per annum equal, at the Company’s option, to either (a) SOFR with a floor of 3.00%, plus an applicable margin of 7.75%, or (b) a fluctuating adjusted base rate in effect from time to time, plus an applicable margin of 6.75%. At the Company’s option, up to 1.0% of interest may be paid in kind. The interest rate on March 31, 2026 was 10.7%. Obligations under the Credit Agreement are secured by a first-priority lien on substantially all of the assets of the Company and its wholly owned subsidiaries (the “Subsidiary Guarantors”), although certain assets of the Company and Subsidiary Guarantors are subject to a first-priority lien in favor of floor plan lenders, and such liens and priority are subject to certain other exceptions. The Subsidiary Guarantors also guarantee the obligations of the Company under the Credit Agreement.

On August 10, 2025, the parties to the Credit Agreement executed Amendment No. 10 to the Credit Agreement (“Amendment No. 10”), which, among other things: (i) extended the maturity date of the Credit Agreement from August 31, 2026 to September 30, 2027; (ii) required the Company to prepay $20.0 million of the borrowings under the Credit Agreement (“Senior Loans”) using the proceeds of the Subordinated Loans, as defined in Note 12, and other funds; (iii) reduced the interest rate applicable to the Senior Loans by 0.5% per annum, which is reflected in the interest rates described above; (iv) added certain reporting covenants; (v) added milestones requiring the Company to commence a refinancing process prior to September 30, 2026 and complete the refinancing on or prior to November 30, 2026, and provided that failure to achieve such milestones will be an event of default under the Credit Agreement unless, prior to such milestone dates the Company (a) reduces the outstanding principal amount of the Senior Loans to the lesser of (1) $150 million and (2) 3.25x Consolidated EBITDA or (b) both (1) forms a special committee of the Company’s board of directors (the “Board”) to negotiate and recommend to the Board for approval any strategic alternatives, including any recapitalization, refinancing, any transaction resulting in a change of control or a sale of all or substantially all assets of the Company and its subsidiaries and (2) engages an investment banker or financial advisor acceptable to the Administrative Agent to evaluate and execute the strategic alternatives of the Company, and (vi) modified the financial maintenance covenants in the Credit Agreement. In connection with Amendment No. 10, the Company will pay a customary exit fee equal to $2.1 million, representing 1.0% of the aggregate outstanding principal amount due under the Credit Agreement at the time of the execution of the amendment after giving effect to the aforementioned prepayment of borrowings, that is due at the maturity of the Credit Agreement. Due to the extension of the maturity date and the reduced rate described above, the new effective interest rate for borrowings under the Credit Agreement is lower than it was prior to the debt modification.

Pursuant to Amendment No. 10, on August 28, 2025, the Company amended and restated warrants, dated August 14, 2023, between the Company and each applicable Lender to (i) reset the strike price at a 25% premium to the 30-day post-announcement volume weighted average trading price of the Company Class B common stock and (ii) extended the term of such warrants to August 10, 2030. See Note 12.

The Company was in compliance with all financial and non-financial covenants with the Credit Agreement at March 31, 2026, and has classified obligations under the Credit Agreement as non-current liability.

Other Interest Expense


	Three Months Ended March 31,
($ in millions)	2026		2025
Interest expense on:
Term loan(1)	$	7.7	$	9.8
Finance lease obligation(2)	1.2		1.1
Subordinated Loans(3)	0.3		—
Other, net	0.1		(0.1)
Total	$	9.3	$	10.8

(1) Includes the amortization of debt discount and issuance costs of $1.6 million and $2.5 million for the three months ended March 31, 2026 and 2025, respectively.

(2) Finance lease obligation is reported in other long-term liabilities on the condensed consolidated balance sheets.

(3) Interest is paid in kind on interest payment dates. See Note 12.

NOTE 7 – SELLING, GENERAL AND ADMINISTRATIVE EXPENSES


	Three Months Ended March 31,
($ in millions)		2026		2025
Compensation and related costs		$	37.1	$	34.0
Facilities		10.2		11.2
General and administrative		6.8		7.1
Professional fees		3.4		4.7
Advertising, marketing and selling		3.8		3.8
Stock-based compensation		0.6		(0.1)
Technology development and software		0.2		0.4
Total		$	62.1	$	61.1

NOTE 8 – STOCK-BASED COMPENSATION


	Three Months Ended March 31,
($ in millions)	2026		2025
Restricted Stock Units	$	0.6	$	0.6
Stock Options(1)	—		(0.7)
Total	$	0.6	$	(0.1)

(1) Amount for the three months ended March 31, 2025 represents the reversal of expense for stock options forfeited by our former CEO.

During the three months ended March 31, 2026, the Company granted a total of 227,688 time-vested restricted stock units (predominantly on a pro rata basis over three years) and 56,925 performance-based restricted stock units that vest if and when the Company’s Class B common stock price reaches and sustains a target price of $11.98 for a 20-day trading period within three years. The fair value of the performance-based restricted stock units was estimated using a Monte Carlo model. Unamortized stock compensation expense for all outstanding awards as of March 31, 2026 was $4.7 million.

Class B Common Stock Warrants

In 2023, the Company issued warrants to Oaktree and the lenders party to the Credit Agreement to purchase up to 1.2 million shares of Class B common stock at an exercise price that was subject to adjustment based on the terms of the Credit Agreement (“Old Warrants”). The parties to the Credit Agreement executed Amendment No. 10 on August 10, 2025. As required by Amendment No. 10, the Company amended these warrants and extended their term to August 10, 2030 (“New Warrants”). The strike price of the New Warrants was set at $4.02 following the measurement period and is subject to certain adjustments as defined in the Credit Agreement. These warrants were classified as equity, and the incremental fair value of the New Warrants, which was recorded as additional paid-in capital, was determined to be $1.1 million higher than the Old Warrants using the Black-Scholes option pricing model with the following assumptions as of the valuation date:


	New Warrants		Old Warrants
Strike price	see note(1)		$	11.09
Stock price on valuation date	$	2.00	$	2.00
Volatility	90.0%		90.0%
Expected term (years)	5		3
Risk-free interest rate	3.9%		3.7%
Annual variance	81.0%		81.0%
Dividend yield	—		—

(1) The strike price for the new warrants was estimated using a Monte Carlo simulation, as the actual exercise price was not yet known as of the valuation date (i.e., the lesser of $11.09 or a 25% premium to the volume-weighted average price of the Company’s Class B common stock over trading days that extended beyond the valuation date).

NOTE 9 – INCOME TAXES

The Company recognized income tax expense of $0.1 million and $0.1 million for the three months ended March 31, 2026 and 2025, respectively, representing effective income tax rates of (2.4)% and (1.0)%, respectively. The difference between the U.S. federal income tax rate of 21.0% and the Company's overall income tax rate in both periods presented was primarily due to state income tax and a change in the valuation allowance for federal and state tax purposes.

NOTE 10 – LOSS PER SHARE

The following common stock equivalents were outstanding as of March 31, 2026 and 2025 and were excluded from the calculations of loss per share because they were either anti-dilutive or their market condition had not been met:


(Shares in millions)	2026	2025
Unvested restricted stock units	2.4	1.0
Warrants to purchase Class B common stock	1.2	1.2

NOTE 11 – SUPPLEMENTAL CASH FLOW INFORMATION

The following table includes supplemental cash flow information, including non-cash investing and financing activity for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
($ in millions)	2026		2025
Cash paid for interest	$	10.4	$	12.5
Refunds from taxes, net	(0.1)		—
Cash payments for operating leases	7.1		7.7

Right-of-use assets obtained in exchange for operating lease liabilities	0.9		3.2
Capital expenditures included in debt	0.8		—

Of the cash paid for interest, $2.4 million and $2.4 million in the three months ended March 31, 2026 and 2025, respectively, related to floor plan payables to finance inventory.

The following shows cash and restricted cash for the Condensed Consolidated Statements of Cash Flows:


($ in millions)	March 31, 2026		December 31, 2025		March 31, 2025
Cash	$	30.2	$	29.5	$	41.1
Restricted cash(1)	16.2		13.4		15.1
Total cash and restricted cash	46.4		42.9		56.2

(1) Amounts included in restricted cash are primarily comprised of the deposits required under the Company's various floor plan lines of credit.

NOTE 12 – RELATED-PARTY TRANSACTIONS

Subordinated Loans with Related Parties

On August 25, 2025, the Company issued separate unsecured subordinated promissory notes (collectively, the “Subordinated Loans”) payable to each of SH Capital Partners, L.P. (an entity controlled by Mark Cohen who is a holder of the Company’s Class B common stock and a member of the Board), Face Canyon LLC (an entity controlled by William Coulter), and Mark Tkach (collectively, the “Lenders”) to evidence the $3.3 million of unsecured subordinated loans made by each Lender to the Company. William Coulter (“Coulter”) and Mark Tkach (“Tkach”) are both directors and former executive officers of the Company and holders of the Company’s Class B common stock. The Company used the aggregate gross proceeds of the Subordinated Loans, or $10.0 million, to prepay outstanding principal amounts owed under the Credit Agreement (as defined in Note 6) which was a requirement set forth in Amendment No. 10 (also defined in Note 6). The Subordinated Loans 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 in-kind and capitalized to the principal balance of the Subordinated Loans. Each Subordinated Loan matures on August 31, 2028, unless earlier repaid or accelerated in accordance with its terms.

In the event a Lender participates in a Specified Equity Offering (as defined in the Subordinated Loan), the Company is required to use the net cash proceeds received from such Lender in such Specified Equity Offering to make a mandatory prepayment of such Lender’s Subordinated Loan.

Each Subordinated Loan is guaranteed on a joint and several basis by the Company’s subsidiaries that are

SEC Form 10-Q filed by RideNow Group Inc.