RideNow Group, Inc.
For the period ended Dec 31, 2025. Filed Mar 13, 2026.
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FY2025 · Filed Mar 13, 2026
RDNW$5.57-0.4%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)We have filed the following documents as part of this 2025 10-K:
The financial statements listed in the "Index to Financial Statements" on page F-1 are filed as part of this report.
Financial statement schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto.
Exhibits included or incorporated herein: See below.
| Exhibit Number | Description | |
| 3.1 | Articles of Incorporation filed on October 24, 2013 (incorporated by reference to Exhibit 3(i)(a) to the Company's Registration Statement on Form S-1/A filed on March 20, 2014). | |
| 3.2 | Certificate of Amendment to Articles of Incorporation, filed on February 13, 2017 (incorporated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K filed on February 14, 2017). | |
| 3.3 | Certificate of Amendment to Articles of Incorporation, filed on June 25, 2018 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on June 28, 2018). | |
| 3.4 | Certificate of Designation establishing the Series B Preferred Stock filed on October 25, 2018 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on October 31, 2018). | |
| 3.5 | Certificate of Change (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 19, 2020). | |
| 3.6 | Certificate of Amendment to Articles of Incorporation, filed on August 3, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 4, 2021). | |
| 3.7 | Certificate of Amendment to Articles of Incorporation, as amended, filed with Nevada Secretary of State on August 11, 2025, effective as of August 13, 2025 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on August 11, 2025). | |
| 3.8 | Second Amended and Restated Bylaws, effective as of August 13, 2025 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on August 11, 2025). | |
| 4.1 | Sample Stock Certificate – Class B Common Stock (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-1/A filed on September 27, 2017). | |
| 4.2 | Description of Registrant's Securities (incorporated by reference to Exhibit 4.11 to the Company's Annual Report on Form 10-K filed on May 29, 2020). | |
| 4.3 | Form of 2023 Warrant, dated August 14, 2023 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 17, 2023). | |
| 4.4 | Form of Amended and Restated Warrant, dated as of August 28, 2025, which amends and restates the warrants issued by RideNow Group, Inc. on August 14, 2023 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 28, 2025). | |
| 4.5 | Indenture, dated January 14, 2020, between Registrant and Wilmington Trust National Association (incorporated by reference to Exhibit 4.1 in the Company's Current Report on Form 8-K filed on January 16, 2020). | |
| 4.6 | First Supplemental Indenture, dated August 31, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 7, 2021). | |
| 4.7 | Form of 6.75% Convertible Senior Note due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.8) (incorporated by reference to Exhibit 4.2 in the Company's Current Report on Form 8-K filed on May 15, 2019). | |
| 4.8 | Registration Rights Agreement, dated December 19, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 19, 2024). | |
| 10.1 | # | 2017 RumbleOn, Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 9, 2017). |
| 10.2 | # | Amendment to the RumbleOn, Inc. 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 28, 2018). |
| 10.3 | # | Amendment to the RumbleOn, Inc. 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 22, 2019). |
| 10.4 | # | Amendment to the RumbleOn, Inc. 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 26, 2020). |
| 10.5 | # | Fourth Amendment to RumbleOn, Inc. 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 4, 2021). |
| 10.6 | # | Fifth Amendment to the RumbleOn, Inc. 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed on March 28, 2024). |
| 10.7 | # | Sixth Amendment to the RumbleOn, Inc. 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 6, 2025). |
| Exhibit Number | Description | |
| 10.8 | # | Executive Employment Agreement, dated August 31, 2021, between Registrant and Marshall Chesrown (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 7, 2021). |
| 10.9 | # | Executive Employment Agreement, effective November 1, 2023, between Registrant and Michael Kennedy (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 20, 2023). |
| 10.10 | # | Form of 2024 Restricted Stock Unit Award Agreement, effective March 19, 2024 (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on March 14, 2025). |
| 10.11 | # | Form of 2024 Performance Stock Unit Award Agreement, effective March 19, 2024 (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on March 14, 2025). |
| 10.12 | # | Option Award Agreement between Registrant and Michael Kennedy, effective November 1, 2023 (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on March 28, 2024). |
| 10.13 | # | Employment Agreement, effective June 24, 2024, between Registrant and Tiffany Kice (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 4, 2024). |
| 10.14 | # | Separation Agreement, effective as of January 13, 2025, by and between Registrant and Michael Kennedy (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed on January 29, 2025). |
| 10.15 | # | Employment Agreement, effective as of January 13, 2025, by and between Registrant and Michael Quartieri (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed on January 29, 2025). |
| 10.16 | # | Employment Agreement, effective as of January 13, 2025, by and between Registrant and Cameron Tkach (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K/A filed on January 29, 2025). |
| 10.17 | # | Separation Agreement, effective as of May 1, 2025, by and between Registrant and Tiffany Kice (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed on May 1, 2025). |
| 10.18 | # | Separation Agreement, effective as of May 1, 2025, by and between Registrant and Brandy Treadway (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K/A filed on May 1, 2025). |
| 10.19 | # | Employment Agreement, effective as of October 20, 2025, between RideNow Group, Inc. and Joshua J. Barsetti (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 20, 2025). |
| 10.20 | Cooperation Agreement, dated as of June 30, 2023, by and among RumbleOn, Inc., William Coulter, and Mark Tkach (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 6, 2023). | |
| 10.21 | Purchase Agreement, dated as of August 8, 2023, by and among the Company, Mark Tkach, William Coulter, and Stone House Capital Management, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 11, 2023). | |
| 10.22 | Amendment No. 1 to the Standby Purchase Agreement, dated as of November 20, 2023, by and among RumbleOn, Inc., Mark Tkach, William Coulter and Stone House Capital Management, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 22, 2023). | |
| 10.23 | Support and Standby Purchase Agreement, dated as of November 26, 2024, by and among the Company, Mark Tkach, William Coulter and StoneHouse Capital Management LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 26, 2024). | |
| 10.24 | Real Estate Purchase and Sale Contract, dated August 22, 2023, by and between NNN REIT, LP, as buyer and RumbleOn, Inc. as seller (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 28, 2023). | |
| 10.26 | Form of Commitment Letter, dated as of August 10, 2025, by and between Registrant and each Lender party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 11, 2025). | |
| 10.27 | Form of Unsecured Promissory Note, dated as of August 25, 2025, made by RideNow Group, Inc. payable to each Subordinated Lender (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 28, 2025). | |
| 10.28 | Floor Plan Facility Agreement, effective as of December 6, 2024, by and among RumbleOn Dealers, Inc., RumbleOn, Inc., William R. Coulter, Mark A. Tkach, and RideNow Management LLLP (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed on March 13, 2025). | |
| 10.29 | First Amendment to Floor Plan Facility Agreement, effective as of August 25, 2025, by and among RumbleOn Dealers Inc., RideNow Group, Inc., William R. Coulter, Mark A. Tkach, and RideNow Management LLLP (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2025). | |
| 10.30 | Unitary Master Lease Agreement, dated September 8, 2023 (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2023). | |
| 10.31 | Credit Agreement, dated August 31, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 7, 2021). |
| Exhibit Number | Description | |
| 10.32 | Consent and Amendment No. 3 to Term Loan Agreement, dated February 18, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 22, 2022). | |
| 10.33 | Amendment No. 5 to the Term Loan Credit Agreement, dated August 9, 2023, by and among Registrant and the Subsidiary Guarantors party thereto, the lenders party thereto, and Oaktree Fund Administration, LLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q filed on August 9, 2023). | |
| 10.34 | Amendment No. 6 to the Term Loan Credit Agreement, dated October 31, 2023, by and among Registrant and the Subsidiary Guarantors party thereto, the lenders party thereto, and Oaktree Fund Administration, LLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on March 28, 2024). | |
| 10.35 | Amendment No. 7 to the Term Loan Credit Agreement, dated February 5, 2024, by and among Registrant and the Subsidiary Guarantors party thereto, the lenders party thereto, and Oaktree Fund Administration, LLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on March 28, 2024). | |
| 10.36 | Amendment No. 8 to the Term Loan Credit Agreement, dated August 6, 2024, by and among Registrant and the Subsidiary Guarantors party thereto, the lenders party thereto, and Oaktree Fund Administration, LLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2024). | |
| 10.37 | Amendment No. 9 to the Term Loan Credit Agreement, dated November 11, 2024, by and among Registrant and the Subsidiary Guarantors party thereto, the lenders party thereto, and Oaktree Fund Administration, LLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q/A filed on November 18, 2024). | |
| 10.38 | Amendment No. 10 to the Term Loan Credit Agreement, dated August 10, 2025, by and among Registrant, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Oaktree Fund Administration, LLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 11, 2025). | |
| 10.39 | # | RideNow Group, Inc. Second Amended and Restated 2017 Stock Incentive Plan* |
| 10.40 | # | Form of RideNow Group, Inc. Restricted Stock Unit Award* |
| 10.41 | # | Form of RideNow Group, Inc. Performance Restricted Stock Unit Award* |
| 10.42 | # | RideNow Group, Inc. Non-Employee Director Compensation Policy* |
| 19.1 | Registrant Insider Trading Policy (incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K filed on March 28, 2024). | |
| 21.1 | Subsidiaries of the Company* | |
| 23.1 | Consent of BDO USA, P.C.* | |
| 24.1 | Power of Attorney (included on the signature page of this report) | |
| 31.1 | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 31.2 | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 32.1 | Certifications of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | |
| 32.2 | Certifications of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | |
| 97.1 | RideNow Group, Inc. Compensation Clawback Policy* | |
| 101.INS | Inline XBRL Instance Document.* | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema.* | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase.* | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase.* | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase.* | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase.* | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)* |
| * | Filed herewith. |
|---|---|
| ** | Furnished herewith. |
| # | Management Compensatory Plan |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.