RideNow Group, Inc.

Our business, financial condition, operating results, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth in Part I, Item 1A, "Risk Factors" in the 2025 10-K. Except as set forth below, there have been no material changes to the risk factors previously disclosed in our 2025 10-K, the occurrence of any of which could have a material adverse effect on our actual results. The following risk factor updates and supplements the risk factors described in our 2025 10-K and should be read in conjunction with the risk factors disclosed in our 2025 10-K and the financial statements and related notes included in this Quarterly Report on Form 10-Q.

Our implementation of transparent 'all-in' retail pricing models, such as Clear Price, may place us at a temporary competitive disadvantage and adversely affect our sales volumes, revenue, and operating results.

In the third quarter of 2026, we proactively introduced Clear Price, our transparent, all-in customer pricing model across our dealership group, in alignment with recent FTC pricing guidance and heightened enforcement initiatives regarding fee transparency. While we believe transparent pricing enhances customer trust, streamlines the retail process, and builds long-term brand equity, our early adoption of all-in pricing has created short-term price disparities relative to competitors who continue to display lower initial base prices and add mandatory dealer fees, freight, setup, or administrative charges later in the sales process.

During the initial market implementation of Clear Price, these competitive price disparities contributed to a decline in retail customer traffic, lower unit sales volume, and reduced same-store powersports revenue. If consumers perceive our upfront advertised prices as higher than those of competing dealers who have not adopted all-in pricing practices, or if broader industry adoption of transparent pricing practices occurs more slowly than anticipated, we may continue to experience competitive pressure, market share erosion, lower unit sales, and reduced gross profit margins. In addition, any future changes in federal or state pricing disclosure regulations, FTC enforcement priorities, or industry pricing standards could impose additional compliance obligations, alter consumer buying behavior, or necessitate further adjustments to our sales and marketing practices, any of which could materially and adversely affect our business, financial condition, and results of operations.