RideNow Group, Inc.

NOTE 6 –LONG-TERM DEBT

Long-term debt consisted of the following as of June 30, 2026 and December 31, 2025:

(1) Interest payments are required quarterly. Fair value was $216.5 million and $215.7 million as of June 30, 2026 and December 31, 2025, respectively.

(2) Fair value of $10.7 million and $8.7 million as of June 30, 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 June 30, 2026 was 11.7%. 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)3.25 x 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 under the Credit Agreement at June 30, 2026, and has classified obligations under the Credit Agreement as non-current liability.

Other Interest Expense

(1) Includes the amortization of debt discount and issuance costs of $1.6 million and $3.2 million for the three and six months ended June 30, 2026, respectively, and $2.4 million and $4.9 million for the three and six months ended 2025, respectively. Certain interest is paid in kind on interest payment dates.

(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

NOTE 8 – STOCK-BASED COMPENSATION

(1) Amount for thesix months ended represents the reversal of expense for stock options forfeited by our former CEO.

During the six months ended June 30, 2026, the Company granted a total of 871,774 time-vested restricted stock units (predominantly on a pro rata basis over three years) and 127,304 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 June 30, 2026 was $9.3 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 debt issuance cost, 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:

NOTE 9 –INCOME TAXES

The Company recognized income tax expense of $0.1 million for both the three and six months ended June 30, 2026, respectively, representing effective income tax rates of 1.5% and 4.3%, respectively. For the three and six months ended June 30, 2025, the Company recognized income tax expense of $0.1 million and $0.2 million. 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 –NET INCOME (LOSS) PER SHARE

The following is a reconciliation of basic weighted average common shares outstanding to diluted weighted average common shares outstanding as of June 30, 2026, and 2025:

The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted earnings per share because the effect of including such shares would have been antidilutive as of June 30, 2026, and 2025:

NOTE 11 –SUPPLEMENTAL CASH FLOW INFORMATION

The following table includes supplemental cash flow information, including non-cash investing and financing activity for the six months ended June 30, 2026, and 2025:

Of the cash paid for interest,$4.7 million and $5.2 million in thesix months ended June 30, 2026 and 2025, respectively, related to floor plan payables to finance inventory.

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

(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, 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. 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 guarantors under the Credit Agreement (each, a “Subordinated Guaranty”). Subject to the terms of the corresponding Subordinated Loan, each Subordinated Guaranty is irrevocable and unconditional and will remain in effect until all obligations under such Subordinated Note are satisfied.

The Subordinated Loans are contractually subordinated in right of payment to the loans outstanding under the Company’s Credit Agreement.

As of June 30, 2026, the balance of the Subordinated Loans was $10.7 million. Interest expense on the Subordinated Loans was $0.3 million and$0.7 million for the three and six months ended June 30, 2026, respectively.

Pre-Owned Inventory Floor Plan Line

On December 6, 2024, the Company entered into a floor plan facility agreement with related parties Coulter, Tkach and RideNow Management LLLP, an entity controlled by Coulter and Tkach that provides up to $16.0 million of revolving availability that bears interest based on SOFR plus 5.0%. The amounts owed by the Company to the related parties under this facility was$4.0 million and$6.2 million as of June 30, 2026 and December 31, 2025, respectively.

Leases

As of June 30, 2026, the Company had 26 leases of properties consisting primarily of dealerships and offices with related parties. Each related-party lease is with a wholly owned subsidiary of the Company as the tenant and an entity controlled by Coulter and/or Tkach, as the landlord. The leases generally have 20-year terms, most of which commenced on September 1, 2021, with base rent increasing 2% annually. Two of the leases were entered into in 2024, one of which includes an option to purchase. Rent expense associated with the related-party operating leases was $4.7 million and $4.8 million for the three months ended June 30, 2026 and 2025, respectively, and $9.3 million and$9.7 million for the six months ended June 30, 2026 and 2025, respectively, and is included in selling, general and administrative expenses on the Unaudited Condensed Consolidated Statements of Operations.

The following table provides the amounts for related party leases that were included on the balance sheets:

(1) Included in accounts payable and other current liabilities.

Employment of Immediate Family Members

Mr. Tkach hastwo immediate family members that were employed by the Company during the past two years: one as an executive vice president (“EVP”) and one as a commissioned sales representative in the Company’s vehicle transportation business. The EVP received aggregate gross pay, including grants of restricted stock of $0.1 million and $0.2 million for the three and six months ended June 30, 2026, respectively, and$0.2 million and$0.3 million for the three and six months ended June 30, 2025, respectively. The second family member resigned on January 2, 2026, due to the cessation of our vehicle transportation business. The commissioned sales representative received gross pay of $0.1 million and $0.2 million for the three and six months ended June 30, 2025, respectively.

NOTE 13 -SEGMENT INFORMATION

Business segments are components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) to assess operating performance and allocate resources. The Company’s CODM is its Chairman, Chief Executive Officer and President.

Through December 31, 2025, the Company’s operations were organized intotwo reportable segments: (1) a powersports dealership group and (2) vehicle transportation services. The Company ceased its vehicle transportation operations at the end of 2025, which was not considered a discontinued operation. As a result, effective January 1, 2026, the Company began operating as a single operating and reportable segment.

The CODM manages the powersports segment on a consolidated basis and evaluates performance and allocates resources based on consolidated net income (loss) as reported on the Unaudited Condensed Consolidated Statements of Operations. Accordingly, the CODM uses consolidated net income (loss) in the annual budget and forecasting process and considers budget-to-actual variances on a periodic basis.

(1) Other operating expenses represent general and administrative expenses, advertising, professional fees and stock-based compensation expenses. The detail for these expenses on a consolidated basis is in Note 7 and is attributable to the Powersports Dealership Group.

(1) Other operating expenses represent general and administrative expenses, advertising, professional fees and stock-based compensation expenses. The detail for these expenses on a consolidated basis is in Note 7 and is attributable to the Powersports Dealership Group.

(1) Other operating expenses represent general and administrative expenses, advertising, professional fees and stock-based compensation expenses. The detail for these expenses on a consolidated basis is in Note 7 and is attributable to the Powersports Dealership Group.

(1) Other operating expenses represent general and administrative expenses, advertising, professional fees and stock-based compensation expenses. The detail for these expenses on a consolidated basis is in Note 7 and is attributable to the Powersports Dealership Group.

NOTE 14 –COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, the Company is involved in various claims and legal actions that arise in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, as of June 30, 2026, the Company does not believe that the ultimate resolution of any legal actions, either individually or in the aggregate, will have a material adverse effect on its financial position, results of operations, liquidity, and capital resources.

Future litigation may be necessary to defend the Company by determining the scope, enforceability and validity of third-party proprietary rights or to establish its own proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors.

SEC Investigation

On June 28, 2024, the Company received a subpoena from the SEC requesting documents created during or relating to the period from January 1, 2021, through the date of the subpoena. The subpoena covered documents relating to, among other matters, the Company’s previously disclosed internal investigation into the use of Company resources by the Company’s former Chairman and CEO Marshall Chesrown; the Company’s review, consideration and approval, and the underlying terms of, related party transactions; employment, compensation, reimbursement and severance arrangements; and disclosures and communications to customers and investors regarding the

Company’s RideNow Cash Offer tool. On April 14, 2026, the SEC informed the Company that, based on information provided to date, it concluded the investigation and does not intend to recommend enforcement action.

Delaware Litigation

As previously disclosed, the Company began an investigation of certain allegations surrounding Marshall Chesrown’s use of Company resources in 2023. On June 11, 2023, Mr. Chesrown delivered a resignation letter to the Board in his capacity as CEO (the “CEO Resignation Letter”) and on July 7, 2023, Mr. Chesrown delivered a resignation letter to the Board in his capacity as a member of the Board of Directors (the “Board Resignation Letter” and together with the CEO Resignation Letter, the “Resignation Letters”). In the CEO Resignation Letter, Mr. Chesrown indicated that he was resigning for “good reason” under his employment agreement and described his disagreement with several recent corporate governance, disclosure and other actions taken by the Company, the Board and certain of its members. In the Board Resignation Letter, Mr. Chesrown further detailed his disagreement with actions taken by the Company, the Board and certain of its members and indicated his intent to pursue legal claims. The Company disagrees with the characterization of the allegations and assertions described in the Resignation Letters. The Company and Mr. Chesrown conducted a pre-suit mediation in October 2023, as required in his employment agreement, but did not resolve the matter. On March 13, 2024, Mr. Chesrown filed suit against the Company in Delaware Superior Court for the claims asserted in his Resignation Letters. Mr. Chesrown is seeking a declaratory judgment that he resigned with good reason, termination compensation damages in the amount of $7.5 million, general and reputational damages in the amount of $50.0 million, punitive damages, attorney's fees and litigation costs. The parties are now engaged in discovery. The subject matter of the litigation overlaps with the investigation begun by the Company in 2023. As of the date of this filing, the Company has not decided what further actions, if any, may be taken with regard to the investigation allegations. We intend to defend the litigation claims vigorously; however, we can provide no assurance regarding the outcome of this matter.

Letters of Credit

We issue letters of credit to secure the Company’s various financial obligations, including floor plan financing arrangements and insurance policy deductibles and other claims. The total amount of outstanding letters of credit as of June 30, 2026 was$11.7 million.