RideNow Group, Inc.

Item 1. Financial Statements.

Condensed Consolidated Balance Sheets

Unaudited Condensed Consolidated Statements of Operations

Unaudited Condensed Consolidated Statements of Stockholders' Deficit

(amounts in millions)

Three Months Ended September 30, 2026

Nine Months Ended September 30, 2026

Three Months Ended September 30, 2025

Nine Months Ended September 30, 2025

Unaudited Condensed Consolidated Statements of Cash Flows

(amounts in millions)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 –DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

RideNow Group, Inc. (the “Company”), headquartered in Chandler, Arizona, was founded in 2013 and public since 2017. The Company has grown primarily through strategic acquisitions.

Historically, the Company operated throughtwo segments: a powersports dealership group and a vehicle transportation services business. However, following the cessation of our asset-light vehicle transportation services business at the end of December 2025, the Company now operates as a single operating and reportable segment focused exclusively on owning and operating powersports dealerships spread throughout 12 states.

We operated 46 locations as of September 30, 2026, primarily situated in the Sunbelt region. We provide a comprehensive selection of new and pre-owned motorcycles, ATVs, side-by-sides, personal watercraft, 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 “2025 10-K” filed with the SEC on March 13, 2026. The results of operations for the three and nine months ended September 30, 2026, are not necessarily indicative of the results expected for the entire fiscal year. Intercompany account 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 condensed 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.

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 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.

NOTE 3 –ACCOUNTS RECEIVABLE, NET

Accounts receivable consisted of the following:

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

NOTE 4 –INVENTORY AND VEHICLE FLOOR PLAN NOTES PAYABLE

Inventory as of September 30, 2026 and December 31, 2025 was as follows:

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 September 30, 2026 and December 31, 2025 was as follows:

(1) Includes a related-party pre-owned inventory floor plan line. See “Note 13”.

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. 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) represent 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.

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.

Interest on vehicle floor plan payables accrues at lender-specific rates based on Prime or SOFR plus a spread, with interest free-flooring periods on new units. As of September 30, 2026, rates on interest-bearing balances ranged from 7.5% to 12.8% on substantially all vehicle inventory. The aggregate capacity to finance our inventory under the new and pre-owned vehicle floor plan facilities was $393.7 million as of September 30, 2026.

On April 15, 2026, certain of the Company subsidiaries received a conditional credit increase letter (the "Credit Increase Letter") from Polaris Acceptance ("Polaris"), and on May 15, 2026, the Company entered into an Amended and Restated Inventory Financing Agreement (the "Polaris Floorplan Credit Facility") with Polaris and the dealer subsidiaries of the Company party thereto (collectively, the "Dealers"). Pursuant to the Credit Increase Letter, the credit commitment available to the Company under the Polaris Floorplan Credit Facility was increased from approximately $74.7 million to approximately $108.0 million, subject to, among other things, the joinder of two additional dealer entities to the Polaris Floorplan Credit Facility, execution of related guaranty and intercreditor joinder amendments, and delivery of certain insurance certificates, within a specified time period. The Polaris Floorplan Credit Facility is used by the Dealers to finance the purchase inventory from approved vendors and for other purposes. Borrowings under the Polaris Floorplan Credit Facility are secured by the inventory financed thereunder. The credit increase under the Polaris Floorplan Credit Facility was entered into as part of a broader series of floor plan financing transactions undertaken by the Company to increase the aggregate capacity available under its existing floor plan credit facilities.

NOTE 5 –FRANCHISE RIGHTS AND OTHER INTANGIBLE ASSETS

During the three months ended September 30, 2026, the Company acquired the assets and business of a powersports retailer in Tallahassee, Florida for total purchase consideration of $4.1 million. The purchase price was allocated to tangible assets, net of floor plan payables assumed, of $1.6 million, and indefinite-lived franchise rights of $2.5 million. The acquisition was not material to the Company's financial condition or results of operations.

During the nine months ended September 30, 2025, an interim impairment test was performed and the carrying value of the franchise rights exceeded their fair value. An impairment charge of $34.0 million was recorded to impairment of franchise rights on the consolidated statement of operations during the second quarter of 2025. For the quarter ended September 30, 2026, management determined that there were no triggering events that would require the intangible assets be tested for impairment.

Indefinite-lived intangible assets were $129.5 million and $127.0 million as of September 30, 2026 and December 31, 2025, respectively.

NOTE 6 –LONG-TERM DEBT

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

(1) Interest payments are required at least quarterly. Fair value of the term loan approximates its outstanding principal amount due to the recency of the issuance.

(2) Repaid in full on September 25, 2026. Fair value was $215.7 million as of December 31, 2025.

(3) Fair value of $11.6 million and $8.7 million as of September 30, 2026 and December 31, 2025, respectively. See “Note 13” for a description of the Subordinated Loans, which are with related parties.

(4) Carrying value approximates fair value due to the nature of this debt.

Term Loan Refinancing

On September 25, 2026, the Company entered into a term loan credit agreement (the “Credit Agreement”) among the Company, as borrower, affiliates of Centerbridge Partners, L.P., as lenders, and Alter Domus (US) LLC, as administrative agent and collateral agent, providing for $220.0 million of senior secured term loan maturing September 25, 2031 (the “2026 Term Loan”). The Company used the proceeds to repay in full the $208.5 million of outstanding principal, together with accrued interest and fees, under its term loan credit agreement with Oaktree Fund Administration, LLC, as administrative agent and collateral agent (the “Existing Credit Agreement” and the loans thereunder, the “Existing Term Loan”), which was extinguished.

Borrowings under the Credit Agreement bear interest at a rate per annum equal, at the Company’s option, to either (a) Term SOFR with a floor of 3.00%, plus an applicable margin of 8.375%, or (b) a fluctuating base rate in effect from time to time, plus an applicable margin of 7.375%. The interest rate on September 30, 2026 was 12.3%. Obligations under the Credit Agreement are secured by a first-priority lien on substantially all of the assets of the Company and certain of its 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.

Voluntary and certain mandatory prepayments of the 2026 Term Loan made before September 25, 2028 are subject to a make-whole premium, and those made on or after September 25, 2028 and before September 25, 2029 are subject to a premium of 2.00% of the principal prepaid. Upon the effectiveness of the Company’s anticipated senior secured asset-based revolving credit facility with Wells Fargo Bank, National Association (“Wells Fargo”) (the “ABL Facility”), the Company is required to prepay the 2026 Term Loan in an amount equal to the lesser of $20.0 million and an amount determined by reference to the borrowing base under the ABL Facility, and if the ABL Facility becomes effective on or before November 24, 2026, such prepayment made with proceeds of the ABL Facility will be made at par, without premium.

The Credit Agreement requires the Company to maintain a Consolidated First Lien Net Leverage Ratio not exceeding 4.80 to 1.00, first tested for the quarter ending December 31, 2026 and stepping down to 3.25 to 1.00 for quarters ending on or after June 30, 2029, and minimum Liquidity of $15.0 million, tested monthly. The Credit Agreement also contains customary negative covenants and events of default, including limitations on prepayments of the Subordinated Loans. The Company was in compliance with all financial and non-financial covenants under the Credit Agreement at September 30, 2026, and has classified obligations under the Credit Agreement as a non-current liability.

The 2026 Term Loan was provided by lenders that did not participate in the Existing Credit Agreement; accordingly, the repayment of the Existing Term Loan was accounted for as a debt extinguishment. The Company recognized a loss on extinguishment of debt of $5.7 million for the three and nine months ended September 30, 2026, consisting of the write-off of unamortized debt discount and issuance costs and legal fees and other costs paid at repayment. Additionally, the Company paid the amount recognized as a liability upon the execution of Amendment No. 10 to the Existing Credit Agreement related to the required exit fee of $2.1 million.

The Company incurred $13.7 million of original issue discount, lender fees and third-party costs in connection with the 2026 Term Loan, which are presented as a direct deduction from the carrying amount of the 2026 Term Loan and amortized to interest expense using the effective interest method over the term.

Subordinated Loans

On September 25, 2026, in connection with the refinancing, the Company amended and restated the Subordinated Loans to subordinate them to the 2026 Term Loans. The principal amount, interest rate, maturity and other material economic terms were not changed. See “Note 13”.

Other Interest Expense

(1) Includes interest on the Existing Term Loan through September 25, 2026 and on the 2026 Term Loan thereafter, including the amortization of debt discount and issuance costs of $1.4 million and $4.6 million for the three and nine months ended September 30, 2026, respectively, and $2.2 million and $7.1 million for the three and nine months ended September 30, 2025, respectively. Excludes the loss on extinguishment of debt. Prior to September 25, 2026, certain interest on the Existing Term Loan was 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 13”.

NOTE 7 –SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

NOTE 8 – STOCK-BASED COMPENSATION

(1) Amount for thenine months ended September 30, 2025 represents the reversal of expense for stock options forfeited by our former CEO.

During the nine months ended September 30, 2026, the Company granted a total of 881,773 time-vested restricted stock units (predominantly on a pro rata basis over three years) and 129,804 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 September 30, 2026 was $3.9 million.

Class B Common Stock Warrants

In 2023, the Company issued warrants to Oaktree and the lenders party to the Existing 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 Existing Credit Agreement (“Old Warrants”). The parties to the Existing 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 Existing Credit Agreement. These warrants were classified as equity, and the incremental fair value of the New Warrants 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 –ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

The following table summarizes accounts payable and other current liabilities as of September 30, 2026 and December 31, 2025:

NOTE 10 –INCOME TAXES

The Company recognized income tax expense of $0.2 million and $0.3 million for the three and nine months ended September 30, 2026, respectively, representing effective income tax rates of (1.5)% and (2.6)%, respectively. For the three and nine months ended September 30, 2025, the Company recognized income tax expense of $0.1 million and $0.3 million, representing effective income tax rates of (2.5)% and (0.7)%, 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 11 –NET LOSS PER SHARE

The following is a reconciliation of basic weighted average common shares outstanding to diluted weighted average common shares outstanding for the three and nine months ended September 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 September 30, 2026 and 2025:

NOTE 12 –SUPPLEMENTAL CASH FLOW INFORMATION

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

Of the cash paid for interest,$7.6 million and $8.3 million in thenine months ended September 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.