RDNW

rmbl-20260805

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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): August 5, 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 classTrading Symbol(s)Name of each exchange on which registered

Class B Common Stock, $0.001 par valueRDNWThe 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 August 11, 2026, RideNow Group, Inc. (the “Company”) issued a press release announcing its results for the second quarter ended June 30, 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 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Years

On August 5, 2026, the Board of Directors (the “Board”) of the Company approved and adopted the Third Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), effective as of August 5, 2026. The Amended and Restated Bylaws amend and restate the Company’s Second Amended and Restated Bylaws in their entirety.

Among other administrative and modernizing updates, the principal changes reflected in the Amended and Restated Bylaws include the following:

•Remote Meetings and Electronic Notice: Modernizes meeting procedures by explicitly authorizing virtual/remote stockholder meetings and permitting electronic delivery of meeting notices via email or electronic posting in compliance with Nevada Revised Statutes (“NRS”) Title 7 standards.

•Universal Proxy Rules Integration (Rule 14a-19): Updates advance notice procedures to incorporate procedural and informational requirements in connection with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”), including requiring nominating stockholders to represent that they will solicit holders of shares representing at least 67% of the voting power, submit candidate questionnaires and representations, and provide required documentary evidence prior to the meeting.

•Exclusive Forum: Designates the Eighth Judicial District Court of Clark County, Nevada as the sole and exclusive forum for internal corporate actions and claims governed by the internal affairs doctrine, and designates the federal district courts of the United States of America as the sole and exclusive forum for resolving claims arising under the Securities Act of 1933, as amended.

•Uncertificated Shares: Grants explicit authority for the issuance and electronic tracking of uncertificated shares.

The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restate

EX-99.1

2 a2025q4er-ex991.htm

EX-99.1

Document

Exhibit 99.1

RideNow Group, Inc. Reports Fourth Quarter and Full Year 2025 Financial Results

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

CHANDLER, Arizona – March 9, 2026 – RideNow Group, Inc. (NASDAQ: RDNW), ("we", "our", the "Company", or "RideNow"), today announced financial results for the fourth quarter and full year ended December 31, 2025.

Key Fourth Quarter 2025 Highlights (Compared to Fourth Quarter 2024):

•Powersports Revenue totaled $256.1 million

•On a same store sales basis, Powersports Revenue was up 6.3%, driven by a 7.7% increase in unit sales

•Powersports Gross Profit was $70.7 million, up 10.1%

•Selling, general & administrative expense was $64.1 million, or 90.4% of total Company gross profit, compared to $64.2 million, or 95.1% of total Company gross profit

•Net loss was $6.4 million, including a non-cash intangible asset impairment charge of $0.8 million related to the exit of the vehicle transportation services business, compared to a net loss of $56.4 million, which included a non-cash intangible asset impairment charge of $39.3 million

•Adjusted EBITDA(1) increased to $9.7 million from $2.2 million

Key Full Year 2025 Highlights (Compared to Full Year 2024)

•Powersports Revenue of $1,073.9 million, a 6.7% decrease

•On a same store sales basis, Powersports Revenue was down 4.6%, driven by a 1.7% decrease in unit sales

•Selling, general & administrative expense was $256.3 million compared to $275.4 million, down 6.9%

•Net loss improved 33.3% to $52.4 million compared to a net loss of $78.6 million, including non-cash intangible asset impairment charges of $34.8 million and $39.3 million, respectively

•Adjusted EBITDA(1) increased 40.4% to $46.2 million

Commenting on the quarter, Chairman, Chief Executive Officer and President Michael Quartieri said, "I am proud of our team and the substantial progress we have made on our “back to our roots” strategy, with momentum building through the fourth quarter. These performance gains are a clear indication we are on the right trajectory to deliver sustained growth and value creation for our shareholders."

Fourth Quarter 2025 Results

Fourth Quarter

($ in millions except units)20252024YOY Change

Revenue$256.9 $269.6 (4.7)%

Gross Profit$70.9 $67.5 5.0 %

SG&A$64.1 $64.2 (0.2)%

Adjusted SG&A(1) $59.9 $62.3 (3.9)%

Operating Income (Loss)$5.4 $(41.1)NM

Net Income (Loss)$(6.4)$(56.4)(88.7)%

Adjusted EBITDA(1) $9.7 $2.2 340.9 %

1

Fourth Quarter

($ in millions except units)20252024YOY Change

Unit Retail Sales:

New Powersports9,924 10,217 (2.9)%

Pre-owned Powersports4,125 3,925 5.1 %

Full Year 2025 Results

Full Year

($ in millions except units)20252024YOY Change

Revenue$1,082.5 $1,209.2 (10.5)%

Gross Profit$298.0 $314.3 (5.2)%

SG&A$256.3 $275.4 (6.9)%

Adjusted SG&A(1) $243.8 $270.0 (9.7)%

Operating Loss$(0.2)$(15.2)(98.7)%

Net Income (Loss)$(52.4)$(78.6)(33.3)%

Adjusted EBITDA(1) $46.2 $32.9 40.4 %

Unit Retail Sales:

New Powersports38,459 42,464 (9.4)%

Pre-owned Powersports18,416 18,275 0.8 %

Full Year

($ in millions)20252024YOY Change

Operating Cash Flow$15.9 $99.4 (84.0)%

Capital Expenditures$(5.6)$(2.0)180.0 %

Free Cash Flow(1) $10.3 $97.4 (89.4)%

Dec. 31,Dec. 31,

20252024YOY Change

Cash (unrestricted)$29.5 $85.3 (65.4)%

Long-term Debt, including Current Maturities$207.6 $251.1 (17.3)%

Principal of Long-Term Debt, including Current Maturities$218.8 $267.4 (18.2)%

Non-Vehicle Net Debt(1)

$189.3 $182.1 4.0 %

NM = not meaningful.

(1) Adjusted SG&A, EBITDA, 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.

2

Fourth Quarter 2025 — Segment Results

Powersports Segment

Powersports as ReportedFourth Quarter

$ in millions, except per unit20252024YOY Change

Unit Sales (#)

Retail

New(1) 9,924 10,217 (2.9)%

Pre-owned4,125 3,925 5.1 %

Total retail(1) 14,049 14,142 (0.7)%

Wholesale1,593 1,206 32.1 %

Total Powersports Unit Sales(1) 15,642 15,348 1.9 %

Revenue

New retail vehicles(1) $133.5 $138.5 (3.6)%

Pre-owned retail vehicles45.8 41.3 10.9 %

Wholesale vehicles4.2 6.6 (36.4)%

Finance & Insurance, net 24.1 22.6 6.6 %

Parts, Services, and Accessories48.5 47.2 2.8 %

Total Powersports Revenue(1) $256.1 $256.2 — %

Gross Profit

New retail vehicles$17.6 $15.0 17.3 %

Pre-owned retail vehicles6.6 5.1 29.4 %

Wholesale vehicles(0.3)(0.5)40.0 %

Finance & Insurance, net 24.1 22.6 6.6 %

Parts, Services, and Accessories22.7 22.0 3.2 %

Total Powersports Gross Profit$70.7 $64.2 10.1 %

Powersports GPU(2) $5,032 $4,543 10.8 %

(1) Includes a reduction of $7.1 million in revenue and 585 units in the fourth quarter of 2025 resulting from the correction of an immaterial error related to fleet sales that were improperly recorded in prior periods in 2025.

(2) Calcu