RideNow Group, Inc.

We are not a party to any material legal proceedings as set forth in Item 103 of Regulation S-K, other than ordinary routine litigation incidental to our business and as set forth below.

SEC Investigation

On June 28, 2024, we 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, our previously disclosed internal investigation into the use of Company resources by our former Chairman and CEO Marshall Chesrown; our 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 us that, based on information provided to date, it concluded the investigation and does not intend to recommend enforcement action.

Delaware Litigation

As previously disclosed, we began an investigation of certain allegations surrounding Marshall Chesrown’s use of Company resources in 2023. On June 11, 2023, Mr. Chesrown delivered the CEO Resignation Letter and on July 7, 2023, Mr. Chesrown delivered the Board Resignation Letter. 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. We disagree with the characterization of the allegations and assertions described in the Resignation Letters. We 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. Factual discovery has now concluded. On October 23, 2026, we filed a motion for summary judgment seeking judgment in the Company’s favor on all claims with prejudice. Briefing on the motion is expected to conclude in late 2026, to be followed by oral argument before the Delaware Superior Court.

The subject matter of the litigation overlaps with the investigation begun by the Company in 2023. As of the date of this filing, we have 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.