{"url_path":"/sec/rdnw/8-k/2026-08-11/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1596961/0001628280-26-055728-index.html","accession_number":"0001628280-26-055728","cik":"0001596961","ticker":"RDNW","issuer_name":"RideNow Group, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1596961/0001628280-26-055728-index.html","primary_entity_key":"0001596961","primary_entity_name":"RideNow Group, Inc."},"word_count":3471,"has_tables":true,"body_markdown":"EX-99.1\n3\nrdnwq22026earningsrelease-.htm\nEX-99.1\n\nDocument\n\nExhibit 99.1\n\nRideNow Group, Inc. Reports Second Quarter 2026 Financial Results\n\nContinued Growth in Same Store Revenue, Gross Profit and Unit Volume in the Second Quarter\n\nCHANDLER, Arizona – August 11, 2026 – RideNow Group, Inc. (NASDAQ: RDNW), (\"we\", \"our\", the \"Company\", or \"RideNow\"), today announced financial results for the second quarter ended June 30, 2026.\n\nKey Second Quarter 2026 Highlights (Compared to Second Quarter 2025)\n\n•Total revenue decreased 1.0%, primarily due to our store consolidation effort coupled with our former transportation services which ceased operations at the end of December 2025.\n\n•On a same store sales basis, Powersports Revenue was up 3.0%, driven by a 1.7% increase in unit sales.\n\n•Total gross profit was $84.8 million, up 1.1% as compared to $83.9 million.\n\n•Selling, general & administrative expenses (\"SG&A\") were $65.0 million, or 76.7% of gross profit, compared to $66.7 million, or 79.5% of gross profit.\n\n•Net income improved to $6.5 million as compared to a net loss of $32.2 million in the prior year, which included a franchise right impairment charge of $34.0 million.\n\n•Adjusted EBITDA increased to $20.5 million from $17.2 million, up 19.2%.\n\nCommenting on the quarter, Chairman, Chief Executive Officer and President Michael Quartieri said, “I am incredibly proud of our team's execution and the substantial progress we have made on our “back to our roots” strategy. Our performance gains over the last year demonstrate that we're on the right trajectory. We remain committed to driving sustained profitable growth, and delivering long-term value for our shareholders.”\n\nSecond Quarter 2026 Results\n\nThree Months Ended June 30,\n\n($ in millions)20262025YOY Change\n\nRevenue$296.8 $299.9 (1.0)%\n\nGross Profit$84.8 $83.9 1.1 %\n\nSG&A$65.0 $66.7 (2.5)%\n\nAdjusted SG&A(1)\n$62.8 $64.9 (3.2)%\n\nOperating Income (Loss)(2)\n$17.9 $(18.8)NM\n\nNet Income (Loss)(2)\n$6.5 $(32.2)NM\n\nAdjusted EBITDA(1)\n$20.5 $17.2 19.2 %\n\nUnit Retail Sales:\n\nNew Powersports10,807 10,618 1.8 %\n\nPre-owned Powersports4,924 5,283 (6.8)%\n\n1\n\nSix Months Ended June 30,\n\n($ in millions)20262025YOY Change\n\nOperating Cash Flow$(27.7)$4.0 NM\n\nCapital Expenditures$(2.1)$(2.9)27.6 %\n\nAdjusted Free Cash Flow(1)\n$20.8 $2.9 NM\n\nJun. 30,Dec. 31,\n\n20262025Change\n\nCash (unrestricted)$46.7 $29.5 58.3 %\n\nLong-term Debt, including Current Maturities$213.1 $207.6 2.6 %\n\nPrincipal of Long-Term Debt, including Current Maturities$221.1 $218.8 1.1 %\n\nNon-Vehicle Net Debt(1)\n$174.4 $189.3 NM\n\nNM = not meaningful.\n\n(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.\n\n(2) The second quarter of 2025 includes a $34.0 million franchise rights impairment charge.\n\nSecond Quarter 2026 — Operating Results\n\n2\n\nKey Operating Metrics\n\nThree Months Ended June 30,\n\nSix Months Ended June 30,\n\n$ in millions, except per unit20262025YOY Change20262025YOY Change\n\nUnit Sales (#)\n\nRetail\n\nNew10,807 10,618 1.8 %20,13918,6318.1 %\n\nPre-owned4,924 5,283 (6.8)%9,5179,590(0.8)%\n\nTotal retail 15,731 15,901 (1.1)%29,65628,2215.1 %\n\nWholesale895 1,216 (26.4)%1,6742,082(19.6)%\n\nTotal Powersports Unit Sales16,626 17,117 (2.9)%31,33030,3033.4 %\n\nRevenue\n\nNew retail vehicles$156.6 $154.8 1.2 %$291.6 $274.9 6.1 %\n\nPre-owned retail vehicles57.1 59.2 (3.5)%109.1107.31.7 %\n\nWholesale vehicles6.0 5.0 20.0 %10.98.823.9 %\n\nFinance & Insurance, net 27.0 27.2 (0.7)%48.848.31.0 %\n\nParts, Services, and Accessories50.1 52.4 (4.4)%96.898.5(1.7)%\n\nTotal Powersports Revenue$296.8 $298.6 (0.6)%$557.2 $537.8 3.6 %\n\nGross Profit\n\nNew retail vehicles$23.1 $20.5 12.7 %$42.3 $36.8 14.9 %\n\nPre-owned retail vehicles10.3 11.1 (7.2)%19.118.91.1 %\n\nWholesale vehicles0.2 — NM0.00.1 — %\n\nFinance & Insurance, net 27.0 27.2 (0.7)%48.848.31.0 %\n\nParts, Services, and Accessories24.2 24.9 (2.8)%46.245.71.1 %\n\nTotal Powersports Gross Profit$84.8 $83.7 1.3 %$156.4 $149.8 4.4 %\n\nPowersports GPU(1)\n$5,390.6 $5,263.8 2.4 %$5,273.8 $5,308.1 (0.6)%\n\n(1) Calculated as total powersports gross profit divided by total retail units sold.\n\n3\n\nSame Store Metrics(1)\n\nThree Months Ended June 30,\n\nSix Months Ended June 30,\n\n$ in millions, except units and per unit20262025YOY Change20262025YOY Change\n\nSame Store Units (#)\n\nRetail\n\nNew vehicles10,789 10,120 6.6 %20,050 17,880 12.1 %\n\nPre-owned vehicles4,924 5,033 (2.2)%9,517 9,151 4.0 %\n\nTotal retail 15,713 15,153 3.7 %29,567 27,031 9.4 %\n\nWholesale527 808 (34.8)%1,122 1,352 (17.0)%\n\nTotal Powersports Unit Sales16,240 15,961 1.7 %30,689 28,383 8.1 %\n\nSame Store Revenue\n\nNew retail vehicles$156.5 $148.5 5.4 %$291.1 $265.6 9.6 %\n\nPre-owned retail vehicles57.1 56.4 1.2 %109.1102.56.4 %\n\nTotal retail213.6 204.9 4.2 %400.2368.18.7 %\n\nWholesale vehicles3.5 2.6 34.6 %7.0 4.6 52.2 %\n\nTotal Same Store Vehicles217.1 207.5 4.6 %407.2372.79.3 %\n\nFinance & Insurance, net 24.3 24.7 (1.6)%45.743.84.3 %\n\nParts, Services, and Accessories50.1 50.7 (1.2)%96.8 95.3 1.6 %\n\nTotal Powersports Revenue$291.5 $282.9 3.0 %$549.7 $511.8 7.4 %\n\nSame Store Gross Profit\n\nNew$23.6 $22.0 7.3 %$42.8 $38.3 11.7 %\n\nPre-owned10.3 10.5 (1.9)%19.0 18.2 4.4 %\n\nTotal retail33.9 32.5 4.3 %61.856.59.4 %\n\nWholesale vehicles$0.1 $(0.1)200 %$(0.2)$(0.2)— %\n\nTotal Same Store Vehicles34.0 32.4 4.9 %61.6$56.3 9.4 %\n\nFinance & Insurance, net 24.3 24.7 (1.6)%45.743.84.3 %\n\nParts, Services, and Accessories24.7 24.3 1.6 %46.745.13.5 %\n\nTotal Same Store Gross Profit$83.0 $81.4 2.0 %154.0145.26.1 %\n\nSame Store Powersports GPU(2)\n$5,282.3 $5,371.9 (1.7)%$5,208.5 $5,371.6 (3.0)%\n\n(1) Same store metrics in the table above exclude the impact in all periods of fleet sales and stores permanently closed as of June 30, 2026.\n\n(2) Calculated as total same store powersports gross profit divided by total same store retail units.\n\nBalance Sheet, Liquidity and Cash Flow\n\nThe Company ended the quarter with $63.1 million in total cash, inclusive of restricted cash, and $174.4 million of non-vehicle net debt. Availability under the Company's powersports floor plan lines of credit totaled approximately $95.1 million as of June 30, 2026. Total Available Liquidity, defined as total cash plus availability under floorplan credit facilities, was $158.2 million as of June 30, 2026. Cash outflows from operating activities were $27.7 million for the six months ended June 30, 2026, compared to inflows of $4.0 million for the same period in 2025.\n\nInvestor Conference Call\n\nThe Company's management will host a conference call to discuss these results on August 11, 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 for callers outside of the United States) and enter conference ID 21498. A live and archived webcast will be accessible from the Company's Investor Relations website at https://investors.ridenow.com.\n\n4\n\nAbout the Company\n\nRideNow 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.\n\nForward-Looking Statements\n\nThis 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, our ability to deliver continued growth and long-term shareholder value, business strategy and plans, including the anticipated benefits of our strategic initiatives, industry and business trends, 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, general macroeconomic and market conditions, growth opportunities, same store sales trends and momentum, 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.\n\n5\n\nInvestor Relations Contact:\n\ninvestors@ridenow.com\n\nNon-GAAP Measures\n\nTo 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.\n\n6\n\nRideNow Group, Inc.\nUnaudited Condensed Consolidated Statements of Operations\n\n(amounts in millions, except share and per share data)\n\n \n\nThree Months Ended June 30,Six Months Ended June 30,\n\n2026202520262025\n\nRevenue:\n\nPowersports vehicles$219.7 $219.0 $411.6 $391.0 \n\nParts, service and accessories50.1 52.4 96.8 98.5 \n\nFinance and insurance, net27.0 27.2 48.8 48.3 \n\nVehicle transportation services— 1.3 — 6.8 \n\nTotal revenue296.8 299.9 557.2 544.6 \n\nCost of revenue:\n\nPowersports vehicles186.1 187.4 350.2 335.2 \n\nParts, service and accessories\n25.9 27.5 50.6 52.8 \n\nVehicle transportation services— 1.1 — 5.5 \n\nTotal cost of revenue212.0 216.0 400.8 393.5 \n\nGross profit\n84.8 83.9 156.4 151.1 \n\nSelling, general and administrative\n65.0 66.7 127.1 127.8 \n\nImpairment of franchise rights— 34.0 — 34.0 \n\nDepreciation and amortization\n1.9 2.0 3.8 4.3 \n\nOperating income\n17.9 (18.8)25.5 (15.0)\n\nOther income (expense):\n\nFloor plan interest expense(2.3)(2.6)(4.7)(5.4)\n\n  Other interest expense, net\n(9.0)(10.9)(18.4)(21.7)\n\nOther income (expense)— 0.2 (0.1)0.4 \n\nTotal other expense(11.3)(13.3)(23.2)(26.7)\n\nIncome (loss) before income taxes6.6 (32.1)2.3 (41.7)\n\nIncome tax expense\n0.1 0.1 0.1 0.2 \n\nNet income (loss)\n$6.5 $(32.2)$2.2 $(41.9)\n\nEarnings (loss) per share\n\nBasic$0.17 $(0.85)$0.06 $(1.11)\n\nDiluted$0.16 $(0.85)$0.06 $(1.11)\n\nWeighted average number of common shares outstanding\n\nBasic38,636,79937,905,48438,288,26037,847,638\n\nDiluted38,955,98937,905,48438,658,08137,847,638\n\n \n\n7\n\nRideNow Group, Inc.\nCondensed Consolidated Balance Sheets\n\n (amounts in millions)\n\nJun. 30, 2026Dec. 31, 2025\n\nASSETS(Unaudited)\n\nCurrent assets:\n\nCash$46.7 $29.5 \n\nRestricted cash16.4 13.4 \n\nAccounts receivable, net27.9 28.9 \n\nInventory308.3 257.4 \n\nPrepaid expense and other current assets4.5 5.5 \n\nTotal current assets403.8 334.7 \n\nProperty and equipment, net58.8 60.5 \n\nRight-of-use assets145.7 150.4 \n\nFranchise rights127.0 127.0 \n\nOther assets1.0 1.0 \n\nTotal assets$736.3 $673.6 \n\nLIABILITIES AND STOCKHOLDERS’ DEFICIT\n\nCurrent liabilities:\n\nAccounts payable and other current liabilities$79.5 $77.7 \n\nFloor plan notes payable273.9 218.4 \n\nCurrent portion of debt0.7 0.4 \n\nTotal current liabilities354.1 296.5 \n\nLong-term liabilities:\n\nLong-term debt, net of current maturities212.4 207.2 \n\nLong-term portion of operating lease liabilities123.9 128.0 \n\nOther long-term liabilities, including finance lease obligation54.8 54.4 \n\nTotal long-term liabilities391.1 389.6 \n\nTotal liabilities745.2 686.1 \n\nCommitments and contingencies\n\nStockholders' deficit:\n\nAdditional paid-in capital705.5 704.1 \n\nAccumulated deficit(710.1)(712.3)\n\nTreasury stock\n(4.3)(4.3)\n\nTotal stockholders' deficit(8.9)(12.5)\n\nTotal liabilities and stockholders' deficit$736.3 $673.6 \n\n8\n\nRideNow Group, Inc.\nUnaudited Condensed Consolidated Statements of Cash Flows\n\n(amounts in millions)\n\nSix Months Ended June 30,\n\n20262025\n\nCASH FLOWS FROM OPERATING ACTIVITIES\n\nNet income (loss)\n$2.2 $(41.9)\n\nAdjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:\n\nDepreciation and amortization3.8 4.3 \n\nAmortization of debt discount and issuance costs3.2 5.0 \n\nStock-based compensation1.4 0.5 \n\nImpairment of franchise rights— 34.0 \n\nInterest paid-in-kind capitalized in debt principal1.7 1.3 \n\nChanges in operating assets and liabilities, net of acquisitions:\n\n  Accounts receivable\n1.0 1.5 \n\n  Inventory\n(50.9)(34.3)\n\n  Prepaid expenses and other assets1.1 1.1 \n\n  Other liabilities\n1.0 1.7 \n\n  Accounts payable and accrued liabilities2.9 2.3 \n\n  Floor plan trade note borrowings, net\n4.9 28.5 \n\nNet cash (used in) provided by operating activities(27.7)4.0 \n\nCASH FLOWS FROM INVESTING ACTIVITIES\n\nPurchase of property and equipment(2.1)(2.9)\n\nCapitalization of internal-use software costs(0.3)— \n\nNet cash used in investing activities(2.4)(2.9)\n\nCASH FLOWS FROM FINANCING ACTIVITIES\n\nRepayments of debt(0.2)(39.0)\n\nNet proceeds on non-trade floor plan facilities50.6 1.8 \n\nShares redeemed for employee tax obligations(0.1)— \n\nOther financing— (0.8)\n\nNet cash provided by (used in) financing activities50.3 (38.0)\n\nNET CHANGE IN CASH\n20.2 (36.9)\n\nCash and restricted cash at beginning of period42.9 96.7 \n\nCash and restricted cash at end of period$63.1 $59.8 \n\n9\n\nRideNow Group, Inc.\n\nNon-GAAP Measures\n\n(Unaudited)\n\n(amounts in millions)\n\nEBITDA and Adjusted EBITDA\n\nWe 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.\n\nEBITDA 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.\n\nAdjusted 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.\n\nA reconciliation of net income (loss) to EBITDA and Adjusted EBITDA is provided below:\n\n \n\nThree Months Ended June 30,Six Months Ended June 30,\n\n2026202520262025\n\nNet income (loss) (GAAP)\n$6.5 $(32.2)$2.2 $(41.9)\n\nAdd back:\n\nNon-floor plan interest expense\n9.0 10.9 18.4 21.7 \n\nDepreciation and amortization\n1.9 2.0 3.8 4.3 \n\nIncome tax expense0.1 0.1 0.1 0.2 \n\nEBITDA (non-GAAP)\n17.5 (19.2)24.5 (15.7)\n\nAdjustments:\n\nNon-cash stock-based compensation0.8 0.6 1.4 0.5 \n\nLease expense associated with favorable related party leases in excess of contractual lease payments0.2 0.2 0.4 0.5 \n\nOther costs(1)\n2.0 1.6 3.5 3.8 \n\nManagement transition costs— — — 1.1 \n\nImpairment of franchise rights— 34.0— 34.0 \n\nAdjusted EBITDA (non-GAAP)\n$20.5 $17.2 $29.8 $24.2 \n\n(1) Other costs, such as costs incurred for litigation not part of our normal, ongoing operations.\n\n10\n\nRideNow Group, Inc.\n\nNon-GAAP Measures\n\n(Unaudited)\n\n(amounts in millions)\n\nAdjusted Free Cash Flow\n\nBeginning with the period ended June 30, 2026, we now present our non-GAAP cash flow measures as Adjusted Free Cash Flow. We believe this revised metric provides investors with a more representative view of the cash generated by our core operations by incorporating borrowings from non-trade floor plan facilities into operating cash flows to align non-trade inventory financing cash flows with the underlying operational capital structure, as well as normalizing for period-over-period variations. We believe this metric is useful to investors because it provides an additional means to evaluate cash flow trends in the business before considering non-operational or unique working capital financing adjustments.\n\nWe define Adjusted Free Cash Flow as GAAP cash flows (used in) or provided by operating activities, adjusted for the net proceeds from (payments on) non-trade floor plan facilities, and cash flows associated with business acquisitions and dispositions, less purchases of property and equipment.\n\nAdjusted Free Cash Flow has limitations in that it does not represent the total increase or decrease in the cash balance for the period, nor does it represent residual cash flow available for discretionary expenditures. Therefore, Adjusted Free Cash Flow should be evaluated alongside our Unaudited Condensed Consolidated Statement of Cash Flows prepared in accordance with GAAP.\n\nA reconciliation of cash flows from operating activities to Adjusted Free Cash Flow is provided below:\n\nSix Months Ended June 30\n\n20262025\n\nCash flows (used in) provided by operating activities (GAAP)\n$(27.7)$4.0 \n\nNet proceeds on non-trade floor plan facilities50.6 1.8 \n\nPurchase of property and equipment(2.1)(2.9)\n\nAdjusted Free Cash Flow (non-GAAP)\n$20.8 $2.9 \n\nNon-Vehicle Net Debt\n\nWe 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.\n\nA reconciliation of total long-term debt, including current maturities to Non-Vehicle Net Debt is provided below:\n\nAs of\n\nJun. 30, 2026\nAs of\nDec. 31, 2025\n\nLong-term debt, including current maturities (GAAP)$213.1 $207.6 \n\nAdd back: unamortized debt discount and issuance costs8.0 11.2 \n\nPrincipal of long-term debt, including current maturities221.1 218.8 \n\nLess: unrestricted cash(46.7)(29.5)\n\nNon-Vehicle Net Debt (non-GAAP)$174.4 $189.3 \n\n11\n\nRideNow Group, Inc.\n\nNon-GAAP Measures\n\n(Unaudited)\n\n(amounts in millions)\n\nAdjusted SG&A\n\nWe 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.\n\nA reconciliation of SG&A to Adjusted SG&A is below:\n\nThree Months Ended June 30,Six Months Ended June 30,\n\n2026202520262025\n\nSG&A (GAAP)\n$65.0 $66.7 $127.1 $127.8 \n\n% of Gross Profit76.7 %79.5 %81.3 %84.6 %\n\nAdjustments:\n\nLease expense associated with favorable related party leases in excess of contractual lease payments(0.2)(0.2)(0.4)(0.5)\n\nOther costs(1)\n(2.0)(1.6)(3.5)(3.8)\n\nManagement transition costs(2)\n— — — (1.1)\n\nAdjusted SG&A (non-GAAP)\n$62.8 $64.9 $123.2 $122.4 \n\n% of Gross Profit(2)\n74.1 %77.4 %78.8 %81.0 %\n\n(1) Other costs, such as costs incurred for litigation not part of our normal, ongoing operations.\n\n(2) Ratio of Adjusted SG&A to Gross Profit.\n\n12\n\nRideNow Group, Inc.\n\nSupplementary Data\n\n(Unaudited)\n\nKey Term Loan Credit Agreement Covenant Compliance Calculations as of June 30, 2026(1)\n\nConsolidated Total Net Leverage Ratio3.2x\n\nCovenantMaximum Allowed6.25x\n\nConsolidated Senior Secured Net Leverage Ratio3.0x\n\nCovenantMaximum Allowed6.0x\n\n(1) Calculated in accordance with our credit agreement.\n\n13"}