STOCK TITAN

RideNow Group Q3 2026 loss widens to $13.9M

The refinancing extends the term loan's maturity to September 2031; nine-month operating cash flow was a $41.7 million outflow.

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

RideNow Group, Inc. reported third-quarter 2026 revenue of $244.3 million, down 13.1% from $281.0 million a year earlier. Gross profit was $65.5 million versus $76.0 million, and the net loss was $13.9 million versus $4.1 million. Adjusted EBITDA, a non-GAAP measure, fell to $5.3 million from $12.3 million. SG&A declined to $59.6 million from $64.4 million. Same-store Powersports revenue was $241.4 million, down 7.9%; the company cited lower unit volume and store consolidation, and said the Clear Price rollout and reduced consumer discretionary spending also affected same-store sales.

RideNow refinanced its senior secured term loan with a new $220.0 million term loan maturing in September 2031 and said discussions were advanced for a new $50.0 million senior secured revolving credit facility. Total available liquidity was $149.4 million as of September 30, 2026. Operating cash flow was an outflow of $41.7 million for the first nine months, compared with an inflow of $15.5 million a year earlier. Management expects fourth-quarter Adjusted EBITDA to outpace Q3 and expects an additional $10 million of run-rate cost savings as it exits 2027. The company also completed an acquisition of a dealership in Tallahassee, Florida.

1 point · 0 major

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 4 points

How the balance works

Positive

  • Moderate pointNine-month net loss narrowed to $11.7 million from $46.0 million.

Negative

  • Moderate pointRevenue declined 13.1% to $244.3 million year over year in Q3.
  • Moderate pointQuarterly net loss widened to $13.9 million from $4.1 million.
  • Moderate pointAdjusted EBITDA fell 56.9% to $5.3 million in Q3.
  • Moderate pointNine-month operating cash flow: $41.7 million outflow, versus $15.5 million inflow.

Filing Explained

The reported net loss includes a debt-extinguishment loss alongside operating income.

For the third quarter, RideNow reported operating income and a net loss, with a separately listed loss on debt extinguishment.

For the nine months ended September 30, 2026, adjusted free cash flow was positive, while operating cash flow was an outflow of $41.7 million. The company defines adjusted free cash flow as operating cash flow adjusted for net proceeds from non-trade floor-plan facilities, less capital expenditures, and says it is not residual cash available for discretionary spending.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Revenue $244.3 million, down 13.1% Three months ended September 30, 2026; $281.0 million in 2025
Gross profit $65.5 million Three months ended September 30, 2026; $76.0 million in 2025
Net loss $13.9 million Three months ended September 30, 2026; $4.1 million in 2025
Adjusted EBITDA $5.3 million, down 56.9% Three months ended September 30, 2026; $12.3 million in 2025; non-GAAP measure
Operating cash flow $41.7 million outflow Nine months ended September 30, 2026; $15.5 million inflow in 2025
Total available liquidity $149.4 million As of September 30, 2026
New term loan $220.0 million Maturing in September 2031
Adjusted EBITDA financial
"Adjusted EBITDA decreased to $5.3 million from $12.3 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Adjusted Free Cash Flow financial
"We define Adjusted Free Cash Flow as GAAP cash flows"
Adjusted free cash flow is the amount of money a company generates from its operations after accounting for essential expenses and investments, like maintaining or upgrading equipment. It shows how much cash is truly available to grow the business, pay debts, or return to shareholders, helping investors see the company's financial health more clearly.
Non-Vehicle Net Debt financial
"We define Non-Vehicle Net Debt as total principal"
Non-vehicle net debt is a company’s total interest-bearing debt minus cash and short-term liquid assets, after excluding debt that directly funds vehicle-related activities such as customer auto loans, leases or inventory financing. For investors it isolates the underlying corporate borrowing burden from specialized, self-supporting financing programs, so you can better judge the core business’s leverage and financial flexibility—think of it as looking at household debt separate from a mortgage that is carried by a rental property.
floor plan facilities financial
"availability under floorplan credit facilities"
same store financial
"On a same store sales basis, Powersports Revenue was down 7.9%"
Same store describes sales or revenue measured only at locations or outlets that have been open for a specified prior period, excluding new openings and closed units so performance is compared on an “apples-to-apples” basis. Investors use same-store figures to see whether existing operations are growing or shrinking on their own, like checking whether a long-standing shop is selling more or fewer items this year without the distortion of added or removed stores.
Revenue $244.3 million Down 13.1% from $281.0 million
Gross profit $65.5 million Down 13.8% from $76.0 million
Net loss $13.9 million Compared with a $4.1 million net loss
Adjusted EBITDA $5.3 million Down 56.9% from $12.3 million
Guidance

Management expects fourth-quarter Adjusted EBITDA to outpace Q3 and expects an incremental $10 million of run-rate cost savings as it exits 2027.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were RideNow's RDNW third-quarter 2026 revenue and net loss?

Revenue was $244.3 million, down 13.1% from $281.0 million in the prior-year quarter. Net loss was $13.9 million, compared with a $4.1 million net loss a year earlier.

How did RideNow's RDNW third-quarter Adjusted EBITDA compare with last year?

Adjusted EBITDA was $5.3 million, down 56.9% from $12.3 million in the third quarter of 2025. The company identifies Adjusted EBITDA as a non-GAAP financial measure.

What debt refinancing and credit facility did RideNow report?

RideNow refinanced its senior secured term loan with a new $220.0 million term loan maturing in September 2031. It also said it was in advanced discussions for a new $50.0 million senior secured asset-based revolving credit facility.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FALSE000159696100015969612026-11-102026-11-10

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT 
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 10, 2026
RideNow-Group-Inc-SEC-Black-1000x400.jpg
RideNow Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction
of incorporation)
001-38248
(Commission File Number)
46-3951329
(I.R.S. Employer Identification No.)

2677 E Willis Road, Chandler, Arizona 
85286
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code (480) 755-5200

(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
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. ¨



Item 2.02.    Results of Operations and Financial Condition.
On November 10, 2026, RideNow Group, Inc. (the “Company”) issued a press release announcing its results for the third quarter ended September 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained under Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit Description
99.1
Press Release, dated November 10, 2026.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RideNow Group, Inc.
Date: November 10, 2026
By:/s/ Joshua J. Barsetti
Joshua J. Barsetti
Executive Vice President and Chief Financial Officer


Exhibit 99.1
ridenow-groupxincxsecxblac.jpg
RideNow Group, Inc. Reports Third Quarter 2026 Financial Results
CHANDLER, ARIZONA – November 10, 2026 – RideNow Group, Inc. (NASDAQ: RDNW), ("we", "our", the "Company", or "RideNow"), today announced financial results for the third quarter ended September 30, 2026.

Key Third Quarter 2026 Highlights (Compared to Third Quarter 2025)
•Total revenue was $244.3 million, a decrease of 13.1%, primarily from lower unit volume coupled with our store consolidation efforts.
•On a same store sales basis, Powersports Revenue was down 7.9%, due to a decrease in unit sales, largely driven by a reduction in overall consumer discretionary spending and the initial market implementation of the Company's new Clear Price transparent pricing model, proactively introduced to align with recent Federal Trade Commission ("FTC") guidance and enforcement priorities regarding vehicle pricing and fee transparency.
•Successfully refinanced our senior secured term loan facility with a new $220.0 million term loan maturing in September 2031, and entered into advanced discussions for a new $50.0 million senior secured asset-based revolving credit facility (ABL Facility) to enhance overall available liquidity.
•Total gross profit was $65.5 million, down 13.8%.
•Selling, general & administrative expenses ("SG&A") were down $4.8 million to $59.6 million, from $64.4 million in the prior year.
•Net loss increased to $13.9 million as compared to a net loss of $4.1 million in the prior year.
•Adjusted EBITDA decreased to $5.3 million from $12.3 million.

Commenting on the quarter, Chairman, Chief Executive Officer and President Michael Quartieri said, “The contraction we saw in the third quarter was primarily driven by our proactive, company-wide rollout of the 'RideNow Clear Price' strategy, designed to fully comply with FTC pricing guidelines. While the August rollout impacted our retail volume against non-compliant competitors during the quarter, we believe it is the right move to build long-term customer trust and position us as the dealership group of choice. In fact, we are already seeing a rebound in the fourth quarter as consumer awareness grows, and we expect Q4 Adjusted EBITDA to outpace Q3, bucking our typical seasonal trend. We reduced costs by $4.6 million on an annualized basis during the quarter, and we continue to make great progress on our operational transformation and expect to yield an incremental $10 million of run-rate cost savings as we exit 2027. During the quarter, we refinanced our term debt, extending our maturities to 2031 and completed an accretive tuck-in acquisition of a dealership in Tallahassee, Florida. Ultimately, the structural changes and cost reductions we are implementing, coupled with accretive acquisitions, set us up very well to capture substantial operating leverage when the broader powersports cycle rebounds."


1


Third Quarter 2026 Results

Three Months Ended September 30,
($ in millions)20262025YOY Change
Revenue$244.3 $281.0 (13.1)%
Gross Profit$65.5 $76.0 (13.8)%
SG&A$59.6 $64.4 (7.5)%
Adjusted SG&A(1)
$57.7 $61.5 (6.2)%
Operating Income$4.2 $9.4 (55.3)%
Net Loss$(13.9)$(4.1)239.0 %
Adjusted EBITDA(1)
$5.3 $12.3 (56.9)%
Unit Retail Sales:
New Powersports8,127 9,904 (17.9)%
Pre-owned Powersports4,055 4,701 (13.7)%

Nine Months Ended September 30,
($ in millions)20262025YOY Change
Operating Cash Flow$(41.7)$15.5 (369.0)%
Capital Expenditures$(2.5)$(5.0)(50.0)%
Adjusted Free Cash Flow(1)
$14.2 $5.2 173.1 %
September 30,December 31,
20262025Change
Cash (unrestricted)$29.2 $29.5 (1.0)%
Long-term Debt, including Current Maturities$219.0 $207.6 5.5 %
Principal of Long-Term Debt, including Current Maturities$232.9 $218.8 6.4 %
Non-Vehicle Net Debt(1)
$203.7 $189.3 7.6 %
NM = not meaningful.
(1) Adjusted SG&A, Adjusted EBITDA, Adjusted Free Cash Flow, and Non-Vehicle Net Debt are non-GAAP measures. Reconciliations of most directly comparable GAAP to non-GAAP financial measures are provided in accompanying financial schedules.
Third Quarter 2026 — Operating Results

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Key Operating Metrics
Three Months Ended September 30,
Nine Months Ended September 30,
$ in millions, except per unit20262025YOY Change20262025YOY Change
Vehicle Unit Sales (#)
Retail
New8,127 9,904 (17.9)%28,26628,535(0.9)%
Pre-owned4,055 4,701 (13.7)%13,57214,291(5.0)%
Total retail 12,182 14,605 (16.6)%41,83842,826(2.3)%
Wholesale704 1,344 (47.6)%2,3783,426(30.6)%
Total Powersports Unit Sales12,886 15,949 (19.2)%44,21646,252(4.4)%
Revenue
New retail vehicles$125.6 $147.1 (14.6)%$417.2 $422.0 (1.1)%
Pre-owned retail vehicles45.5 53.5 (15.0)%154.6160.8(3.9)%
Wholesale vehicles4.4 3.7 18.9 %15.312.522.4 %
Finance & Insurance, net 21.7 24.9 (12.9)%70.573.2(3.7)%
Parts, Service, and Accessories47.1 50.8 (7.3)%143.9149.3(3.6)%
Total Powersports Revenue$244.3 $280.0 (12.8)%$801.5 $817.8 (2.0)%
Gross Profit
New retail vehicles$16.3 $18.5 (11.9)%$58.6 $55.3 6.0 %
Pre-owned retail vehicles5.7 8.6 (33.7)%24.827.5(9.8)%
Wholesale vehicles(0.5)(0.2)150.0 %(0.5)(0.1)400.0 %
Finance & Insurance, net 21.7 24.9 (12.9)%70.573.2(3.7)%
Parts, Service, and Accessories22.3 23.9 (6.7)%68.569.6(1.6)%
Total Powersports Gross Profit$65.5 $75.7 (13.5)%$221.9 $225.5 (1.6)%
Powersports GPU(1)
$5,376.8 $5,183.2 3.7 %$5,303.8 $5,265.5 0.7 %
(1) Calculated as total powersports gross profit divided by total retail units sold.
3


Same Store Metrics(1)
Three Months Ended September 30,Nine Months Ended September 30,
$ in millions, except units and per unit20262025YOY Change20262025YOY Change
Same Store Units (#)
Retail
New vehicles8,127 9,164 (11.3)%28,177 27,044 4.2 %
Pre-owned vehicles4,055 4,504 (10.0)%13,572 13,655 (0.6)%
Total retail 12,182 13,668 (10.9)%41,749 40,699 2.6 %
Wholesale514 921 (44.2)%1,636 2,273 (28.0)%
Total Powersports Unit Sales12,696 14,589 (13.0)%43,385 42,972 1.0 %
Same Store Revenue
New retail vehicles$125.6 $138.0 (9.0)%$417.5 $403.6 3.4 %
Pre-owned retail vehicles45.5 51.0 (10.8)%154.6153.50.7 %
Total retail171.1 189.0 (9.5)%572.1557.12.7 %
Wholesale vehicles3.4 2.0 70.0 %10.4 6.6 57.6 %
Total Same Store Vehicles174.5 191.0 (8.6)%582.5563.73.3 %
Finance & Insurance, net 19.9 22.0 (9.5)%65.665.8(0.3)%
Parts, Services, and Accessories47.0 49.0 (4.1)%143.8 144.3 (0.3)%
Total Powersports Revenue$241.4 $262.0 (7.9)%$791.9 $773.8 2.3 %
Same Store Gross Profit
New retail vehicles$16.5 $19.0 (13.2)%$59.6 $57.3 4.0 %
Pre-owned retail vehicles7.0 8.0 (12.5)%26.0 26.2 (0.8)%
Total retail23.5 27.0 (13.0)%85.683.52.5 %
Wholesale vehicles(0.5)— NM(0.7)(0.2)250.0 %
Total Same Store Vehicles23.0 27.0 (14.8)%84.9$83.3 1.9 %
Finance & Insurance, net 19.9 22.0 (9.5)%65.665.8(0.3)%
Parts, Services, and Accessories22.9 23.0 (0.4)%69.968.12.6 %
Total Same Store Gross Profit$65.8 $72.0 (8.6)%$220.4 $217.2 1.5 %
Same Store Powersports GPU(2)
$5,401.4 $5,267.8 2.5 %$5,279.2 $5,336.7 (1.1)%
(1) Same store revenue and same store gross profit are calculated on the same basis but exclude fleet sales, certain shared store support and corporate overhead expenses and the effects in all periods presented of the five stores that were closed or sold in 2025.
(2) Calculated as total same store powersports gross profit divided by total same store retail units.

Balance Sheet, Liquidity and Cash Flow

The Company ended the quarter with $47.6 million in total cash, inclusive of restricted cash, and $203.7 million of non-vehicle net debt. Availability under the Company's powersports floor plan lines of credit totaled approximately $101.8 million as of September 30, 2026. Total Available Liquidity, defined as total cash plus availability under floorplan credit facilities, was $149.4 million as of September 30, 2026. Cash outflows from operating activities were $41.7 million for the nine months ended September 30, 2026, compared to inflows of $15.5 million for the same period in 2025.

Investor Conference Call
The Company's management will host a conference call to discuss these results on November 10, 2026 at 4:30 p.m. Eastern Time. To access the conference call, United States callers may dial 1-800-717-1738 (1-646-307-1865
4


for callers outside of the United States) and enter conference ID 68455. A live and archived webcast will be accessible from the Company's Investor Relations website at https://investors.ridenow.com.

About the Company
RideNow Group, Inc. (NASDAQ: RDNW) is a powersports dealership group. We believe our powersports business is the largest powersports retail group in the United States, offering a wide selection of new and pre-owned motorcycles, all-terrain vehicles, utility terrain or side-by-side vehicles, personal watercraft, snowmobiles, and other powersports products. We also offer parts, apparel, accessories, finance & insurance products and services, and aftermarket products from a wide range of manufacturers. We are one of the largest purchasers of pre-owned powersports vehicles in the United States and utilize our proprietary RideNow Cash Offer tool to acquire vehicles directly from consumers. To learn more, please visit us online at https://www.ridenow.com.

Forward-Looking Statements
This press release contains "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995, which statements may be identified by words such as "expects," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on our expectations as of the date of this press release and speak only as of the date of this press release. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Forward-looking statements contained in this press release include, but are not limited to, statements about our future results of operations and financial position, expected financial forecasts including Adjusted EBITDA, business strategy and plans, including the anticipated benefits of our strategic initiatives, including our cost reduction actions and the anticipated cost savings therefrom, our Clear Price pricing model and recent acquisitions, industry and business trends, the expected duration and impact of macroeconomic, consumer demand and regulatory conditions on our business, our positioning when such conditions improve, the sufficiency of our liquidity and capital resources, our ability to service, refinance or repay our indebtedness on or prior to its maturity, our ability to comply with the covenants under our Credit Agreement, our expectations regarding the anticipated ABL Facility, growth opportunities, same store sales trends, and our objectives for future operations. Our actual future results and trends may differ materially depending on a variety of factors, including, but not limited to, the following: our ability to grow our business both organically and through strategic acquisitions and to realize our plans and strategies; our ability to acquire sufficient powersports inventory to satisfy consumer demand or our expectations for the business; our dependence on key personnel to operate our business and our ability to retain, attract, and integrate qualified personnel; internal control matters; our reliance on third-party financing providers to finance a substantial portion of our customers' powersports vehicle purchases and to supply extended protection products; the success of our marketing and branding efforts and our ability to attract new customers; adverse conditions affecting one or more of the powersports manufacturers with which we hold franchises, or their inability to deliver a desirable mix of vehicles; our dependence on manufacturer relationships and restrictions imposed by vehicle manufacturers; product liability claims and manufacturer safety recalls; natural disasters, adverse weather, and other disruptive events; our ability to adequately protect our intellectual property; and concentration of leases with entities controlled by our directors; our significant indebtedness and its effect on business flexibility; our need to refinance our indebtedness at or prior to its maturity, and our need for additional financing or capital for acquisitions or unforeseen circumstances; our dependence on floor plan facilities for inventory financing, which may be reduced or terminated; and interest rate risk in connection with floor plan payables and other debt instruments; sensitivity of the powersports industry to unfavorable economic conditions and other demand factors; changes in trade policies, including the imposition of tariffs; operating in a highly competitive market for powersports products and services; potential reduction or discontinuation of manufacturer sales incentive, warranty, or promotional programs; and seasonality and weather trends causing fluctuations in revenue and operating results; our reliance on Internet search engines to drive website traffic; potential disruption in service on our websites; cybersecurity risks and incidents affecting our operations and third-party providers; and compliance with privacy, security, and data processing laws and regulations regarding personal information; potential repeal or weakening of state laws protecting powersports retailers; compliance with a wide range of federal, state, and local laws and regulations; and exposure to various legal proceedings, as well as the factors listed under the heading "Forward-Looking Statements" and "Risk Factors" in the Company's SEC filings, as may be updated and amended from time to time. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
5




Investor Relations Contact:
investors@ridenow.com
Non-GAAP Measures
To supplement its Unaudited Condensed Consolidated Financial Statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the Company uses the following non-GAAP financial measures: EBITDA, Adjusted EBITDA, Adjusted Free Cash Flow, Non-Vehicle Net Debt, and Adjusted SG&A (collectively the “non-GAAP financial measures”). The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The Company uses these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. The Company believes that they provide useful information about operating results, enhance the overall understanding of our operating performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. The non-GAAP measures used by the Company in this press release may be different from the measures used by other companies.


6


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

 
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Revenue:
Powersports vehicles$175.5 $204.3 $587.1 $595.3 
Parts, service and accessories47.1 50.8 143.9 149.3 
Finance and insurance, net21.7 24.9 70.5 73.2 
Vehicle transportation services— 1.0 — 7.8 
Total revenue244.3 281.0 801.5 825.6 
Cost of revenue:
Powersports vehicles154.0 177.4 504.2 512.6 
Parts, service and accessories
24.8 26.9 75.4 79.7 
Vehicle transportation services— 0.7 — 6.2 
Total cost of revenue178.8 205.0 579.6 598.5 
Gross profit
65.5 76.0 221.9 227.1 
Selling, general and administrative
59.6 64.4 186.7 192.2 
Depreciation and amortization
1.7 2.2 5.5 6.5 
Impairment of franchise rights— — — 34.0 
Operating income (loss)
4.2 9.4 29.7 (5.6)
Other income (expense):
Floor plan interest expense(3.2)(3.1)(7.9)(8.5)
Loss on debt extinguishment(5.7)— (5.7)— 
  Other interest expense, net
(9.0)(10.4)(27.4)(32.1)
Other (expense) income— 0.1 (0.1)0.5 
Total other expense(17.9)(13.4)(41.1)(40.1)
Loss before income taxes(13.7)(4.0)(11.4)(45.7)
Income tax expense
0.2 0.1 0.3 0.3 
Net loss
$(13.9)$(4.1)$(11.7)$(46.0)
Loss per share
Basic$(0.36)$(0.11)$(0.30)$(1.21)
Diluted$(0.36)$(0.11)$(0.30)$(1.21)
Weighted average number of common shares outstanding
Basic38,952,94038,052,05738,652,64237,916,526
Diluted38,952,94038,052,05738,652,64237,916,526
 

7


RideNow Group, Inc.
Condensed Consolidated Balance Sheets
 (amounts in millions)

September 30,December 31,
20262025
ASSETS(Unaudited)
Current assets:
Cash$29.2 $29.5 
Restricted cash18.4 13.4 
Accounts receivable, net26.6 28.9 
Inventory329.2 257.4 
Prepaid expense and other current assets7.5 5.5 
Total current assets410.9 334.7 
Property and equipment, net57.8 60.5 
Right-of-use assets143.8 150.4 
Franchise rights and other intangible assets, net129.5 127.0 
Other assets1.1 1.0 
Total assets$743.1 $673.6 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and other current liabilities$79.1 $77.7 
Floor plan notes payable291.9 218.4 
Current portion of debt0.7 0.4 
Total current liabilities371.7 296.5 
Long-term liabilities:
Long-term debt, net of current maturities218.3 207.2 
Long-term portion of operating lease liabilities122.3 128.0 
Other long-term liabilities, including finance lease obligation52.9 54.4 
Total long-term liabilities393.5 389.6 
Total liabilities765.2 686.1 
Commitments and contingencies
Stockholders' deficit:
Additional paid-in capital706.2 704.1 
Accumulated deficit(724.0)(712.3)
Treasury stock
(4.3)(4.3)
Total stockholders' deficit(22.1)(12.5)
Total liabilities and stockholders' deficit$743.1 $673.6 
8


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

Nine Months Ended September 30,
20262025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss$(11.7)$(46.0)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization5.5 6.5 
Stock-based compensation2.1 1.3 
Amortization of debt discount and issuance costs4.7 7.2 
Interest paid-in-kind capitalized in debt principal3.1 1.9 
Impairment of franchise rights— 34.0 
Loss on debt extinguishment 5.7 — 
Provision for credit losses0.4 — 
Loss on fixed asset disposals0.2 — 
Gain on lease termination— (0.4)
Changes in operating assets and liabilities:
  Accounts receivable
1.9 (3.2)
  Inventory
(67.1)(25.4)
  Prepaid expenses and other assets(1.2)(3.0)
Accounts payable and other current liabilities0.7 9.4 
Other liabilities2.1 2.5 
  Floor plan trade note borrowings, net
11.9 30.7 
Net cash (used in) provided by operating activities(41.7)15.5 
CASH FLOWS FROM INVESTING ACTIVITIES
Cash used for acquisition(4.1)— 
Purchase of property and equipment(2.5)(5.0)
Capitalization of internal-use software costs(0.5)(0.1)
Net cash used in investing activities(7.1)(5.1)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of debt, net of debt discount213.4 10.0 
Payments of debt issuance costs(7.1)— 
Repayments of debt(209.0)(59.1)
Net proceeds on non-trade floor plan facilities58.4 (5.3)
Payment of existing credit agreement exit fee(2.1)— 
Shares redeemed for employee tax obligations(0.1)— 
Other — (0.9)
Net cash provided by (used in) financing activities53.5 (55.3)
NET CHANGE IN CASH AND RESTRICTED CASH
4.7 (44.9)
Cash and restricted cash at beginning of period42.9 96.7 
Cash and restricted cash at end of period$47.6 $51.8 


9


RideNow Group, Inc.
Non-GAAP Measures
(Unaudited)
(amounts in millions)

EBITDA and Adjusted EBITDA

We define EBITDA as net income (loss) adjusted to add back non-floor plan interest expense, the impact of income taxes, depreciation and amortization. Adjusted EBITDA further adds back non-cash stock-based compensation, management transition costs, certain litigation expenses not associated with ongoing operations, lease expense associated with favorable related party leases in excess of contractual lease payments, impairment of franchise rights, and certain other costs and credits, as these recoveries, charges and expenses are not considered a part of our core business operations and are not necessarily an indicator of ongoing, future company performance.

EBITDA and Adjusted EBITDA are adjusted to reflect an addback for floor plan interest expense. Our industry typically treats interest expense on vehicle floor plan debt as an operating expense, as vehicle floor plan debt is integral to our operations and is collateralized by our powersports vehicles.

Adjusted EBITDA is one of the primary metrics we use to evaluate the financial performance of our business. We present Adjusted EBITDA because we believe it is helpful in highlighting trends in our operating results and it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry.

A reconciliation of net loss to EBITDA and Adjusted EBITDA is provided below:
 
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Net loss (GAAP)$(13.9)$(4.1)$(11.7)$(46.0)
Add back:
Non-floor plan interest expense
9.0 10.4 27.4 32.1 
Depreciation and amortization
1.7 2.2 5.5 6.5 
Income tax expense0.2 0.1 0.3 0.3 
EBITDA (non-GAAP)
(3.0)8.6 21.5 (7.1)
Adjustments:
Non-cash stock-based compensation0.7 0.8 2.1 1.3 
Lease expense associated with favorable related party leases in excess of contractual lease payments0.2 0.3 0.6 0.8 
Other costs(1)
1.6 2.6 5.1 6.4 
Transaction costs(2)
5.8 — 5.8 — 
Management transition costs— —— 1.1 
Impairment of franchise rights— —— 34.0 
Adjusted EBITDA (non-GAAP)
$5.3 $12.3 $35.1 $36.5 
(1) Other costs, such as costs incurred for litigation not part of our normal, ongoing operations.
(2) Represents costs expensed for the debt refinancing in the third quarter of 2026.

10


RideNow Group, Inc.
Non-GAAP Measures
(Unaudited)
(amounts in millions)


Adjusted Free Cash Flow

Beginning with the period ended June 30, 2026, we present our non-GAAP cash flow measures as Adjusted Free Cash Flow. We believe this revised metric provides investors with a more representative view of the cash generated by our core operations by incorporating borrowings from non-trade floor plan facilities into operating cash flows to align non-trade inventory financing cash flows with the underlying operational capital structure, as well as normalizing for period-over-period variations. We believe this metric is useful to investors because it provides an additional means to evaluate cash flow trends in the business before considering non-operational or unique working capital financing adjustments.

We define Adjusted Free Cash Flow as GAAP cash flows (used in) or provided by operating activities, adjusted for the net proceeds from (payments on) non-trade floor plan facilities, less purchases of property and equipment.

Adjusted Free Cash Flow has limitations in that it does not represent the total increase or decrease in the cash balance for the period, nor does it represent residual cash flow available for discretionary expenditures. Therefore, Adjusted Free Cash Flow should be evaluated alongside our Unaudited Condensed Consolidated Statement of Cash Flows prepared in accordance with GAAP.

A reconciliation of cash flows from operating activities to Adjusted Free Cash Flow is provided below:

Nine Months Ended September 30,
20262025
Cash flows (used in) provided by operating activities (GAAP)
$(41.7)$15.5 
Net proceeds on non-trade floor plan facilities58.4 (5.3)
Purchase of property and equipment(2.5)(5.0)
Adjusted Free Cash Flow (non-GAAP)
$14.2 $5.2 


Non-Vehicle Net Debt

We define Non-Vehicle Net Debt as total principal of long-term debt, including current maturities, less unrestricted cash. Our restricted cash is principally related to vehicle floor plan debt and is therefore not part of this calculation. Vehicle floor plan debt and finance lease obligations are not included in this measure. We believe that Non-Vehicle Net Debt is useful to investors and analysts as a measure of our financial position. We use Non-Vehicle Net Debt to monitor and compare our financial position from period to period.

A reconciliation of total long-term debt, including current maturities to Non-Vehicle Net Debt is provided below:


As of
September 30, 2026
As of
December 31, 2025
Long-term debt, including current maturities (GAAP)$219.0 $207.6 
Add back: unamortized debt discount and issuance costs13.9 11.2 
Principal of long-term debt, including current maturities232.9 218.8 
Less: unrestricted cash(29.2)(29.5)
Non-Vehicle Net Debt (non-GAAP)$203.7 $189.3 
11


RideNow Group, Inc.
Non-GAAP Measures
(Unaudited)
(amounts in millions)


Adjusted SG&A

We define Adjusted SG&A as SG&A adjusted to deduct transaction costs, certain litigation expenses not associated with our ongoing operations, management transition costs and certain other costs, as these charges and expenses are not considered a part of our core business operations and are not necessarily an indicator of the ongoing run rate of our SG&A. We use Adjusted SG&A to measure our progress toward achieving our goals. Adjusted SG&A is a non-GAAP financial measure and should not be used as a replacement for SG&A reported in compliance with GAAP. Adjusted SG&A has certain limitations in that it does not represent the total SG&A for the period. Therefore, we believe it is important to evaluate Adjusted SG&A along with SG&A and our consolidated statements of operations.

A reconciliation of SG&A to Adjusted SG&A is below:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
SG&A (GAAP)
$59.6 $64.4 $186.7 $192.2 
% of Gross Profit91.0 %84.7 %84.1 %84.6 %
Adjustments:
Lease expense associated with favorable related party leases in excess of contractual lease payments(0.2)(0.3)(0.6)(0.8)
Other costs(1)
(1.6)(2.6)(5.1)(6.4)
Transaction costs(2)
(0.1)— (0.1)— 
Management transition costs— — — (1.1)
Adjusted SG&A (non-GAAP)
$57.7 $61.5 $180.9 $183.9 
% of Gross Profit(3)
88.1 %80.9 %81.5 %81.0 %
(1) Other costs, such as costs incurred for litigation not part of our normal, ongoing operations.
(2) Represents costs recognized within SG&A for the debt refinancing in the third quarter of 2026.
(3) Ratio of Adjusted SG&A to Gross Profit.


12

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