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季報 季度報告 10-Q 2026-05-14

RideNow Group, Inc. (RDNW) 提交了截至 2026 年 3 月 31 日止第一季度的 10-Q 季度報告。

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AI 繁中摘要

RideNow Group, Inc. (RDNW) 提交了截至 2026 年 3 月 31 日止第一季度的 10-Q 季度報告。 📄 **業績重點** * **總收入:** 2.604 億美元,較去年同期的 2.447 億美元增長 6%。增長主要由動力運動車輛零售銷售帶動。 * **淨虧損:** 430 萬美元(每股 -0.11 美元),較去年同期的 970 萬美元(每股 -0.26 美元)大幅收窄 56%。虧損改善主要受惠於收入增長及利息開支減少。 * **毛利率:** 27.5%,與去年同期的 27.4% 大致持平。 * **同店銷售:** 同店收入增長 13%,同店毛利增長 12%,反映核心業務表現強勁。 **業務結構更新** 公司已於 2025 年底終止其輕資產車輛運輸服務業務,現時僅以一個營運及報告分部運作:動力運動經銷集團。截至 2026 年 3 月 31 日,公司在美國太陽帶地區經營 48 間零售店。 **財務狀況與債務** * **總資產:** 7.217 億美元;總負債 7.379 億美元;股東權益赤字 1,620 萬美元。 * **庫存:** 3.025 億美元,較年初增加 17.5%,以支持預期銷售增長。 * **主要債務:** * 定期貸款:2.082 億美元(到期日 2027 年 9 月,利率 SOFR + 7.75% 或基準利率 + 6.75%)。 * 次級貸款(關聯方):1,070 萬美元(利率 13%,到期日 2028 年 8 月,利息以實物支付)。 * 庫存融資票據:2.63 億美元。 * **流動性:** 公司持有現金及受限制現金共 4,640 萬美元,加上庫存融資額度可用部分,總流動性約 1.457 億美元。 **管理層展望與風險** * **再融資要求:** 根據信貸協議修訂,公司必須在 2026 年 9 月 30 日前啟動再融資程序,並於 2026 年 11 月 30 日前完成。管理層表示正積極處理,但未能保證成功。 * **宏觀環境:** 管理層指出美國關稅政策、利率波動及通脹壓力持續影響消費者信心與開支。關稅可能推高車輛成本,而
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026
or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to  

Commission file number: 001-38248  

RideNow Group, Inc.
(Exact name of registrant as specified in its charter)

Nevada46-3951329
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

2677 E Willis Road, Chandler, Arizona
85286
(Address of principal executive offices)(Zip Code)

(480) 755-5200

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class B common stock, $0.001 par valueRDNWThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 

Large accelerated fileroAccelerated filero
Non-accelerated filerxSmaller reporting companyx
Emerging growth companyo

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
The number of shares of Class B common stock, $0.001 par value, outstanding on May 8, 2026 was 38,537,176 shares. In addition, 50,000 shares of Class A common stock, $0.001 par value, were outstanding on May 8, 2026.

Table of Contents

RideNow Group, Inc.
Form 10-Q
TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION

Item 1. 
Financial Statements (Unaudited)
1

Item 2. 
Management's Discussion and Analysis of Financial Condition and Results of Operations
16

Item 3. 
Quantitative and Qualitative Disclosures About Market Risk
24

Item 4. 
Controls and Procedures
24

PART II
OTHER INFORMATION

Item 1. 
Legal Proceedings
27

Item 1A. 
Risk Factors
27

Item 5. 
Other Information
27

Item 6. 
Exhibits
28

Signatures
29

Forward-Looking and Cautionary Statements

This Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (this "Quarterly Report") contains "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995, as codified in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as "believes," "estimates," "anticipates," "expects," "intends," "plans," "seeks," or words of similar meaning, or future or conditional verbs, such as "may," "will," "should," "could," "aims," "intends," or "projects," and similar expressions, whether in the negative or the affirmative. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about our future results of operations and financial position, the sufficiency of our liquidity and capital resources, our ability to refinance or repay our indebtedness on or prior to its maturity, including our ability to meet the refinancing milestones under our Credit Agreement, our plans to remediate material weaknesses in internal control over financial reporting, the anticipated outcome and impact of pending legal proceedings, industry and business trends, general macroeconomic and market conditions, business strategy, plans, market growth, potential growth opportunities for the business, and our objectives for future operations.

 You should not place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report. These forward-looking statements are all based on currently available operating, financial and competitive information and are subject to various risks and uncertainties. Our actual future results and trends may differ materially depending on a variety of factors, including, but not limited to, the risks and uncertainties discussed under the sections titled "Risk Factors" and “Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 10-K"). Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results. Any or all forward-looking statements contained in this Quarterly Report may turn out to be incorrect. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

RideNow Group, Inc.
Condensed Consolidated Balance Sheets
(amounts in millions, except per share data)

March 31, 2026December 31, 2025
ASSETS(Unaudited)
Current assets:
Cash$30.2 $29.5  
Restricted cash16.2 13.4  
Accounts receivable, net31.2 28.9  
Inventory, net302.5 257.4  
Prepaid expense and other current assets4.7 5.5  
Total current assets384.8 334.7  
Property and equipment, net60.2 60.5  
Right-of-use assets148.7 150.4  
Franchise rights127.0 127.0  
Other assets1.0  1.0  
Total assets$721.7  $673.6  
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and other current liabilities$82.3  $77.7  
Vehicle floor plan notes payable263.0  218.4  
Current portion of long-term debt 0.9  0.4  
Total current liabilities346.2  296.5  
Long-term liabilities:
Long-term debt, net of current maturities210.4  207.2  
Operating lease liabilities126.4  128.0  
Other long-term liabilities, including finance lease obligation54.9  54.4  
Total long-term liabilities391.7  389.6  
Total liabilities737.9  686.1  
Commitments and contingencies
Stockholders' deficit:
Class A common stock, $0.001 par value, 50,000 shares authorized, 50,000 shares issued and outstanding
—  —  
Class B common stock, $0.001 par value, 100,000,000 authorized; 38,622,673 issued and 38,499,584 outstanding as of March 31, 2026 and 38,325,595 issued and 38,202,506 outstanding as of December 31, 2025.
—  —  
Additional paid-in capital704.7  704.1  
Accumulated deficit(716.6) (712.3) 
Class B common stock in treasury, at cost, 123,089 shares
(4.3)(4.3)
Total stockholders' deficit(16.2) (12.5) 
Total liabilities and stockholders' deficit$721.7  $673.6  

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.
1

Table of Contents

RideNow Group, Inc.
Unaudited Condensed Consolidated Statements of Operations
(amounts in millions, except per share data)

Three Months Ended March 31,
20262025
Revenue:
Powersports vehicles$191.9 $172.0 
Parts, service and accessories46.7 46.1 
Finance and insurance, net21.8 21.1 
Vehicle transportation services— 5.5 
Total revenue260.4 244.7 

Cost of revenue:
Powersports vehicles164.1 147.8 
Parts, service and accessories24.7 25.3 
Vehicle transportation services— 4.4 
Total cost of revenue188.8 177.5 

Gross profit 71.6 67.2 

Selling, general and administrative62.1 61.1 
Depreciation and amortization1.9 2.3 

Operating income7.6 3.8 

Other (expense) income:
Floor plan interest expense(2.4)(2.8)
Other interest expense(9.3)(10.8)
Other (expense) income(0.1)0.2 
Total other expense(11.8)(13.4)

Loss before income taxes(4.2)(9.6)
Income tax expense0.1 0.1 
Net loss$(4.3)$(9.7)

Weighted average shares - basic and diluted38,411,689 37,789,149 

Net loss per share - basic and diluted$(0.11)$(0.26)

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.
2

Table of Contents

RideNow Group, Inc.
Unaudited Condensed Consolidated Statements of Stockholders' (Deficit) Equity
(amounts in millions)

Common SharesAdditional Paid-in CapitalAccumulated DeficitTreasury SharesTotal Stockholders’ Deficit
Class AClass BSharesAmount
December 31, 202550,000 38,202,506 $704.1 $(712.3)123,089 $(4.3)$(12.5)
Stock-based compensation— 297,078 0.6 — — — 0.6 
Net loss— — — (4.3)— — (4.3)
March 31, 202650,000 38,499,584 $704.7 $(716.6)123,089 $(4.3)$(16.2)

Common SharesAdditional Paid-in CapitalAccumulated DeficitTreasury SharesTotal Stockholders’ Equity
Class AClass BSharesAmount
December 31, 202450,000 37,717,842 $700.9 $(659.9)123,089 $(4.3)$36.7 
Stock-based compensation— 74,250 (0.1)— — — (0.1)
Net loss— — — (9.7)— — (9.7)
March 31, 202550,000 37,792,092 $700.8 $(669.6)123,089 $(4.3)$26.9 

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.
3

RideNow Group, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
(amounts in millions) 

Three Months Ended March 31,
20262025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss$(4.3)$(9.7)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization1.9 2.3 
Amortization of debt discount and issuance costs1.6 2.5 
Stock-based compensation0.6 (0.1)

Interest paid-in-kind capitalized to debt principal1.2 0.8 

Changes in operating assets and liabilities:

Accounts receivable(2.3)3.7 
Inventory(45.1)(32.0)
Prepaid expenses and other assets0.8 0.9 
Other liabilities0.7 0.3 
Accounts payable and accrued liabilities4.6 (0.1)
Floor plan trade note borrowings, net12.7 24.5 
Net cash used in operating activities(27.6)(6.9)
CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment(0.6)(0.5)
Technology development(0.1)— 
Net cash used in investing activities(0.7)(0.5)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of debt(0.1)(38.8)
Net increase in borrowings from non-trade floor plans31.9 6.5 
Other — (0.8)
Net cash provided by (used in) financing activities31.8 (33.1)
NET CHANGE IN CASH AND RESTRICTED CASH3.5 (40.5)
Cash and restricted cash at beginning of period42.9 96.7 
Cash and restricted cash at end of period$46.4 $56.2 

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in millions, except per share data)

NOTE 1 – DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Description of Business
Effective August 13, 2025, we changed our corporate name to RideNow Group, Inc. (the “Company”) and updated the ticker symbol for our Class B common stock to RDNW on The NASDAQ Stock Market. Founded in 2013 and public since 2017, the Company has grown primarily through strategic acquisitions and, as of August 13, 2025, relocated its headquarters from Irving, Texas, to Chandler, Arizona.
Historically, the Company operated through two segments: a powersports dealership group and a vehicle transportation services business. However, following the cessation of our asset-light transportation services at the end of December 2025, the Company now operates as a single operating and reportable segment focused exclusively on our powersports dealership group.
We operated 48 locations as of March 31, 2026, primarily situated in the Sunbelt region. We provide a comprehensive selection of new and pre-owned motorcycles, ATVs, side-by-sides (SXS), personal watercraft (PWC), 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 10-K”) filed with the SEC on March 13, 2026. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results expected for the entire fiscal year. Intercompany accounts and material intercompany 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 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.
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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 currently 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. 

Three Months Ended March 31,
($ in millions)20262025
Revenue
New vehicles$135.0 $120.1 
Pre-owned vehicles52.0 48.1 
Wholesale 4.9 3.8 
Total powersports vehicles191.9 172.0 

Parts, service and accessories46.7 46.1 
Finance and insurance, net21.8 21.1 
Vehicle transportation services— 5.5 
Total revenue$260.4 $244.7 

Timing of revenue recognition
Goods and services transferred at a point in time$240.6 $221.1 
Goods and services transferred over time19.8 23.6 
Total revenue$260.4 $244.7 

NOTE 3 – ACCOUNTS RECEIVABLE, NET
Accounts receivable consisted of the following:

($ in millions)March 31, 2026December 31, 2025
Contracts in transit(1)
$16.6 $13.7 
Trade receivables(2)
6.3 5.9 
Factory receivables(3)
8.6 9.6 
31.5 29.2 
Less: allowance for doubtful accounts0.3 0.3 
$31.2 $28.9 

(1) Balance as of January 1, 2025 was $10.2 million.
(2) Balance as of January 1, 2025 was $13.7 million.
(3) Primarily amounts due from manufacturers for holdbacks, rebates, co-op advertising, warranty and supplies returns.

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NOTE 4 – INVENTORY AND VEHICLE FLOOR PLAN NOTES PAYABLE
Net inventory as of March 31, 2026 and December 31, 2025 were as follows:

($ in millions)March 31,
2026December 31,
2025
New powersports vehicles$228.8 $197.3 
Pre-owned powersports vehicles50.3 38.0 
Parts, accessories and other23.4 22.1 
Inventory, net$302.5 $257.4 

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 March 31, 2026 and December 31, 2025 were as follows:

($ in millions)March 31,
2026December 31,
2025
Floor plans notes payable (trade)$109.7 $97.0 
Floor plans notes payable (non-trade)(1)
153.3 121.4 
Floor plan notes payable$263.0 $218.4 

(1) Includes a related-party pre-owned inventory floor plan line. See Note 12.
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. The inventory balance in its entirety also serves as collateral under the Credit Agreement (as defined in Note 6). 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) represents 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.
The 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.
New vehicle floor plan facilities generally utilize Secured Overnight Financing Rate (“SOFR”) or Average Daily Balance (“ADB”) based interest rates, which generally ranged between 6.5% and 16.0% as of March 31, 2026. Pre-owned vehicle floor plan facilities are based on prime or SOFR and range between 7.0% and 8.3% as of March 31, 2026. The aggregate capacity to finance our inventory under the new and pre-owned vehicle floor plan facilities was $362.3 million as of March 31, 2026.

NOTE 5 – FRANCHISE RIGHTS
Franchise rights as of March 31 were comprised of the following:

($ in millions)March 31, 2026December 31, 2025
Indefinite-lived intangible assets:
Franchise rights(1)
$127.0 $127.0 
Goodwill(2)
— — 

Total franchise rights$127.0 $127.0 

(1) Attributed to the Company's powersports reporting unit.
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(2) As a result of the Company’s decision to cease operating the vehicle transportation services business, the Company determined the goodwill associated with the vehicle transportation services business had been impaired. Accordingly, in December 2025, the Company recorded an impairment charge of $0.8 million, which represents the entire balance of goodwill. 

NOTE 6 – LONG-TERM DEBT 
Long-term debt consisted of the following as of March 31, 2026 and December 31, 2025:

($ in millions)March 31, 2026December 31, 2025
Term loan credit agreement due September 2027(1)
$208.2 $207.7 
Subordinated Loans due August 2028(2)
10.7 10.0 
Notes payable for fleet vehicles and other(3)
2.0 1.1 
Total principal amount220.9 218.8 
Less: Unamortized debt discount and issuance costs(9.6)(11.2)
Total debt211.3 207.6 
Less: current portion of long-term debt (0.9)(0.4)
Long-term debt$210.4 $207.2 

(1) Interest payments are required quarterly. Fair value was $216.9 million and $215.7 million as of March 31, 2026 and December 31, 2025, respectively.
(2) Fair value of $10.8 million and $8.7 million as of March 31, 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 March 31, 2026 was 10.7%. 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) 3.25x 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. 
8

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 with the Credit Agreement at March 31, 2026, and has classified obligations under the Credit Agreement as non-current liability. 
Other Interest Expense

Three Months Ended March 31,
($ in millions)20262025
Interest expense on:
Term loan(1)
$7.7 $9.8 
Finance lease obligation(2)
1.2 1.1 
Subordinated Loans(3)
0.3 — 
Other, net0.1 (0.1)
  Total $9.3 $10.8 

(1) Includes the amortization of debt discount and issuance costs of $1.6 million and $2.5 million for the three months ended March 31, 2026 and 2025, respectively.
(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

Three Months Ended March 31,
($ in millions)20262025
Compensation and related costs$37.1 $34.0 
Facilities10.2 11.2 
General and administrative6.8 7.1 
Professional fees3.4 4.7 
Advertising, marketing and selling3.8 3.8 
Stock-based compensation0.6 (0.1)
Technology development and software0.2 0.4 
Total $62.1 $61.1 

NOTE 8 – STOCK-BASED COMPENSATION

Three Months Ended March 31,
($ in millions)20262025
Restricted Stock Units$0.6 $0.6 
Stock Options(1)
— (0.7)
Total $0.6 $(0.1)

(1) Amount for the three months ended March 31, 2025 represents the reversal of expense for stock options forfeited by our former CEO.
During the three months ended March 31, 2026, the Company granted a total of 227,688 time-vested restricted stock units (predominantly on a pro rata basis over three years) and 56,925 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 March 31, 2026 was $4.7 million.
9

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 additional paid-in capital, 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:

New WarrantsOld Warrants
Strike pricesee note(1)
$11.09 
Stock price on valuation date$2.00$2.00
Volatility90.0%90.0%
Expected term (years)53
Risk-free interest rate3.9%3.7%
Annual variance81.0%81.0%
Dividend yield——

(1) The strike price for the new warrants was estimated using a Monte Carlo simulation, as the actual exercise price was not yet known as of the valuation date (i.e., the lesser of $11.09 or a 25% premium to the volume-weighted average price of the Company’s Class B common stock over trading days that extended beyond the valuation date).

NOTE 9 – INCOME TAXES 
The Company recognized income tax expense of $0.1 million and $0.1 million for the three months ended March 31, 2026 and 2025, respectively, representing effective income tax rates of (2.4)% and (1.0)%, 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 10 – LOSS PER SHARE
The following common stock equivalents were outstanding as of March 31, 2026 and 2025 and were excluded from the calculations of loss per share because they were either anti-dilutive or their market condition had not been met:

(Shares in millions)20262025
Unvested restricted stock units2.4 1.0 
Warrants to purchase Class B common stock1.2 1.2 

NOTE 11 – SUPPLEMENTAL CASH FLOW INFORMATION
The following table includes supplemental cash flow information, including non-cash investing and financing activity for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,
($ in millions)20262025
Cash paid for interest$10.4 $12.5 
Refunds from taxes, net(0.1)— 
Cash payments for operating leases7.1 7.7 

Right-of-use assets obtained in exchange for operating lease liabilities0.9 3.2 
Capital expenditures included in debt0.8 — 

10

Of the cash paid for interest, $2.4 million and $2.4 million in the three months ended March 31, 2026 and 2025, respectively, related to floor plan payables to finance inventory.
The following shows cash and restricted cash for the Condensed Consolidated Statements of Cash Flows:

($ in millions)March 31, 2026December 31, 2025March 31, 2025
Cash $30.2 $29.5 $41.1 
Restricted cash(1)
16.2 13.4 15.1 
   Total cash and restricted cash46.4 42.9 56.2 

(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, or $10.0 million, 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, beginning February 27, 2026. 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 March 31, 2026, the balance of the Subordinated Loans was $10.7 million. Interest expense on the Subordinated Loans was $0.3 million for the three months ended March 31, 2026.
Leases
As of March 31, 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 March 31, 2026 and 2025, respectively, and is included in selling, general and administrative expenses on the Unaudited Condensed Consolidated Statements Of Operations. 
11

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

($ in millions)March 31, 2026December 31, 2025
Right-of-use assets$100.0 $100.6 
Current portion of operating lease liabilities(1)
14.4 14.4 
Long-term portion of operating lease liabilities97.7 97.8 

(1) Included in accounts payable and other current liabilities.
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 $7.4 million and $6.2 million as of March 31, 2026 and December 31, 2025, respectively. 
Employment of Immediate Family Members
Mr. Tkach has two 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 months ended March 31, 2026 and 2025, respectively, including the income from vested RSUs under the Plan. The second family member resigned on January 2, 2026, due to the cessation of our vehicle transportation business. 

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 into two reportable segments: (1) a powersports dealership group and (2) vehicle transportation services. The Company ceased its vehicle transportation operations at the end of 2025. 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 (loss) income as reported on the unaudited condensed consolidated statements of operations. Accordingly, the CODM uses consolidated net (loss) income in the annual budget and forecasting process and considers budget-to-actual variances on a periodic basis.
12

($ in millions)Powersports Dealership GroupAll OtherTotal
Three Months Ended March 31, 2026
Revenue:
Powersports vehicles$191.9 $— $191.9 
Parts, service and accessories46.7 — 46.7 
Finance and insurance, net21.8 — 21.8 
Vehicle transportation services— — — 
Total revenue260.4 — 260.4 
Cost of revenue:
Powersports vehicles164.1 — 164.1 
Parts, service and accessories24.7 — 24.7 
Vehicle transportation services— — — 
Total cost of revenue188.8 — 188.8 
Gross profit71.6 — 71.6 
Compensation and related costs37.1 — 37.1 
Facilities10.2 — 10.2 
Other operating expenses(1)
14.8 — 14.8 

Depreciation and amortization1.9 — 1.9 

Operating income7.6 — 7.6 
Floor plan interest expense(2.4)— (2.4)
Other interest expense(9.3)— (9.3)
Other expense(0.1)— (0.1)
Loss before income taxes$(4.2)

(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 primarily attributable to the Powersports Dealership Group.
13

($ in millions)Powersports Deale