RideNow Group, Inc.

NOTE 13 –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 Existing Credit Agreement (as defined in “Note 6”), as required by an amendment to the Existing Credit Agreement. 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.

On September 25, 2026, in connection with the refinancing of the Existing Credit Agreement described in “Note 6”, the Company amended and restated each Subordinated Loan. The amendment and restatement subordinated the Subordinated Loans to the 2026 Term Loan (as defined in “Note 6”) under a new subordination agreement and did not change the principal amount, interest rate, maturity or other material economic terms. The Subordinated Loans may be prepaid at any time without premium or penalty, subject to the restrictions in the Credit Agreement described below.

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 certain of the Company’s subsidiaries (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 2026 Term Loans outstanding under the Company’s Credit Agreement. The Credit Agreement permits prepayment of the Subordinated Loans only with the proceeds of a substantially concurrent equity contribution or issuance or, if no default exists, when the Company’s pro forma Consolidated First Lien Net Leverage Ratio is 2.80 to 1.00 or less.

As of September 30, 2026, the balance of the Subordinated Loans was $11.4 million. Interest expense on the Subordinated Loans was $0.4 million and $1.1 million for the three and nine months ended September 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 provided up to $16.0 million of revolving availability that bears interest based on SOFR plus 5.0%. During the three months ended September 30, 2026, the Company fully paid off the outstanding amounts under this facility. The amounts owed by the Company to the related parties under this facility were $6.2 million as of December 31, 2025.

Leases

As of September 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. During the three and nine months ended September 30,2026, a subsidiary of the Company entered into a lease amendment to one of its related-party leases for a dealership location in Ocala, Florida, that incorporates an adjacent expansion property into the leased premises. The amendment did not change the lease term of the existing lease and it added $1.4 million of total lease payments related to the additional leased property.

Pursuant to their terms, the related-party leases contain cross-default provisions. Under these provisions, an event of default under any single related-party lease agreement constitutes an event of default across all 26 related-party leases. In the event of an uncured default on one property, the landlord has the right to exercise remedies across the entire portfolio, including the potential acceleration of remaining lease obligations or termination of all related-party leases.

Rent expense associated with the related-party operating leases was $4.7 million and $4.8 million for the three months ended September 30, 2026 and 2025, respectively, and $14.0 million and$14.5 million for the nine months ended September 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.

During the three months ended September 30, 2025, the Company paid a $0.5 million fee that was associated with the termination of a lease for a property that was no longer being used in operations. The lease was with an entity controlled by Coulter and Tkach, as the landlord.

Employment of Immediate Family Members

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 former vehicle transportation business. The EVP received aggregate gross pay, including grants of restricted stock, of $0.1 millionand $0.3 million for the three and nine months ended September 30, 2026, respectively, and $0.1 million and $0.4 million for the three and nine months ended September 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 nine months ended September 30, 2025.

NOTE 14 -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 15 –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 September 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. Factual discovery has now concluded. On October 23, 2026, the Company 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, the Company has not decided what further actions, if any, may be taken with regard to the investigation allegations. The Company intends to defend the litigation claims vigorously; however, it can provide no assurance regarding the outcome of this matter.

Letters of Credit

The Company issues letters of credit to secure its 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 September 30, 2026 was $13.4 million.