NASDAQ: RDNW

We source high quality pre-owned inventory online via our proprietary RideNow Cash Offer tool, which allows sourcing of pre-owned units directly from consumers.

Vehicle Transportation Services Segment

During the years ended December 31, 2024 and 2025, we also provided asset-light transportation brokerage services facilitating automobile transportation primarily between and among dealerships and auctions. These operations were ceased at the end of December 2025.

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Competition

The powersports retail marketplace in the United States is highly fragmented. We face competition from traditional franchised dealers who sell both new and pre-owned vehicles, independent pre-owned powersports dealers, and private parties. We believe that the principal competitive factors in our industry are consumer experience (sales, delivery, service and after sales care), quality, and breadth and depth of product selection. We believe our RideNow Cash Offer tool is a key differentiator in our ability to source and purchase pre-owned inventory online direct from customers located nationwide.

Our Long-Term Strategy

We are pursuing the following goals and strategies:

Run the best performing dealerships in America

We seek to provide customers with a seamless experience, broad selection, and access to our specialized and experienced team members, including sales staff and technicians. Our network of retail locations allows us to offer services throughout the powersports vehicle life cycle. Our incentive-based compensation encourages our dealership general managers to think and behave like owners and to focus on profitable operations and great customer experiences. We source new inventory from OEMs and invest our resources to align with their brand standards and performance objectives. We believe our ability to leverage our inventory within our large network is a competitive advantage in the highly fragmented powersports market with respect to OEMs and consumers. An expansive selection of pre-owned inventory enhances the customer experience by ensuring our visitors can find a powersports vehicle that matches their preference. Our RideNow Cash Offer tool directly connects us with consumers and allows us to acquire high-quality, pre-owned powersports vehicles at scale. This proprietary tool is a point of differentiation that enables us to access a nationwide market of pre-owned vehicles and introduces us to customers outside of our physical retail footprint.

Grow through organic growth initiatives

We are focused on incremental gross margin improvement within our current retail footprint through maximizing revenue efficiency by providing consistent dealership execution and standardization of best practices. We refer to our internal efficiency process as the “RideNow Way”. The RideNow Way is focused on several initiatives that we believe will provide meaningful growth with minimal incremental investment. These initiatives include improving digital lead conversion, increasing penetration in our high-margin finance and insurance products and in accessory add-on attachment and improving pre-owned inventory acquisition and service retention by providing a more enhanced service lane experience for our customers.

Control overhead costs and eliminate legacy costs

We consistently review corporate overhead to minimize cost bloat and reduce inefficiencies accumulated through legacy acquisitions. Our near-term plan involves implementation of a centralized retail store support center, elimination of legacy facilities costs associated with closed stores and non-core operations and evaluation of purchasing spend across the organization. We believe these activities will provide a sustainable cost structure that will allow a stable foundation for future growth through acquisition.

Grow through strategic acquisitions

While our near term plan includes internal net income improvement through the RideNow way and cost control, we believe our size and brand recognition makes us a consolidator of choice within the powersports industry. By adding brands to existing locations through smaller “tuck-in” acquisitions and utilizing our brand strength to acquire into underpenetrated markets, we believe measured growth through acquisition provides meaningful value creation in the long term. Our team has substantial experience in identifying suitable acquisition candidates, negotiating purchase terms and conditions and integrating newly acquired businesses.

Our Team

As of December 31, 2025, we had 1,884 full-time and 22 part-time employees. We believe the relationship with our employees is good.

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Technology

We protect our technology and other intellectual property through a combination of trademarks, domain names, copyrights, trade secrets, and contractual provisions and restrictions on access and use of our proprietary information and technology. We have a portfolio of trademark registrations in the United States, including registrations for “RideNow,” and the RideNow logo. We are the registered holder of a variety of domestic domain names, including “ridenow.com,” “ridenowcashoffer.com,” and “ridenowparts.com.” Intellectual property laws, procedures and restrictions provide only limited protection, and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated.

Seasonality

The powersports industry is a seasonal business with sales strongest in the spring and summer months. Sales and traffic are typically slower in the winter quarter but increase moving into the spring season and coinciding with tax refunds and improved weather conditions. As a result of the above, we expect our quarterly results of operations, including our revenue, gross profit, net income (loss), and cash flow to vary accordingly.

Government Regulation

Various aspects of our business are subject to federal and state laws and regulations, including state and local dealer licensing requirements, federal and state consumer finance laws, the United States Department of Transportation motor-carrier rules and regulations, U.S. Environmental Protection Agency regulations and applicable federal, state and local environmental laws and regulations, including federal, state, and local wage and hour and anti-discrimination laws, and antitrust laws. Failure to comply with such laws or regulations may result in the suspension or termination of our ability to do business in affected jurisdictions or the imposition of significant civil and criminal penalties, including fines or the awarding of significant damages against us and our dealers in class action or other civil litigation. Compliance costs related to environmental laws and regulations were not material to our consolidated results of operations for 2025 or 2024, and we do not expect compliance to have a material effect on capital expenditures, earnings, or competitive position.

In addition to these laws and regulations that apply specifically to our business, we are also subject to laws and regulations affecting public companies, including securities laws and the listing rules of The Nasdaq Stock Market (“Nasdaq”).

The violation of any of these laws or regulations could result in administrative, civil, or criminal penalties or in a cease-and-desist order against our business operations. We have incurred and will continue to incur capital and operating expenses and other costs to comply with these laws and regulations.

The foregoing description of laws and regulations to which we are or may be subject is not exhaustive, and the regulatory framework governing our operations is subject to continuous change. The enactment of new laws and regulations or the interpretation of existing laws and regulations in an unfavorable way may affect the operation of our business, directly or indirectly, which could result in substantial regulatory compliance costs and civil or criminal penalties.

Market and Industry Data

Some of the market and industry data contained in this 2025 10-K is based on independent industry publications or other publicly available information. Although we believe these independent sources are reliable, we have not independently verified and cannot assure you as to the accuracy or completeness of this information. As a result, you should be aware the market and industry data contained herein, and our beliefs and estimates based on such data, may not be reliable.

Available Information

Our Internet website is located at www.ridenow.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act, are available, free of charge, under the Investor Relations tab of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). The information contained on, or that can be accessed through, our website is not incorporated by reference into, and is not a part of this 2025 10-K. Additionally, the SEC maintains a website located at http://www.sec.gov that contains reports, proxy and other information regarding issuers that file electronically with the SEC.

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