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NASDAQ: RDNW RideNow Group, Inc. 8-K

RideNow Q2 net income swings to $6.5M; same-store powersports revenue up 3.0%

Filed August 11, 2026 · Period ending August 5, 2026 · ~1 min read

5 key changes 2 high relevance 2 sections

Key Changes

  • high

    Net income improved to $6.5M from a $32.2M loss in Q2 2025, which included a $34.0M franchise rights impairment. Adjusted EBITDA rose 19.2% to $20.5M as SG&A expenses declined 2.5% to $65.0M.

    Exhibit 99.1 view on EDGAR →
  • high

    Same-store powersports revenue grew 3.0% with unit sales up 1.7%. New unit sales rose 1.8% to 10,807 while pre-owned declined 6.8% to 4,924, shifting mix toward higher-margin new inventory.

    Exhibit 99.1 view on EDGAR →
  • medium

    Unrestricted cash increased 58.3% to $46.7M. Leverage ratios at 3.2x total and 3.0x senior secured remain well below covenant maximums of 6.25x and 6.0x, providing comfortable headroom.

    Exhibit 99.1 view on EDGAR →
  • medium

    Board adopted amended bylaws incorporating SEC universal proxy rules, requiring stockholders nominating directors to represent they will solicit at least 67% of voting power and submit candidate documentation.

    Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR →
  • medium

    Bylaws now designate Clark County, Nevada courts as exclusive forum for internal corporate disputes and federal district courts for Securities Act claims, limiting where stockholders can bring lawsuits.

    Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR →

Summary

RideNow reported a sharp turnaround in second-quarter profitability, swinging to $6.5 million net income from a $32.2 million loss in the prior year. The year-ago loss included a $34.0 million franchise rights impairment, but even adjusting for that, the current quarter shows meaningful improvement: adjusted EBITDA rose 19.2% to $20.5 million as the company controlled SG&A expenses while growing same-store powersports revenue 3.0%. The shift toward new units (up 1.8%) and away from pre-owned (down 6.8%) improved the sales mix, supporting gross profit growth despite a 1.0% decline in total revenue driven by store consolidations and the December 2025 exit from transportation services.

The balance sheet strengthened with unrestricted cash up 58.3% to $46.7 million and leverage ratios comfortably below covenant thresholds. Operating cash flow was negative $27.7 million for the six months due to inventory build, but adjusted free cash flow improved to $20.8 million from $2.9 million after normalizing for floor plan borrowings. The company also adopted amended bylaws incorporating SEC universal proxy rules and establishing exclusive forum provisions for stockholder litigation, routine governance updates that align with regulatory requirements and modern corporate practice.

Section-by-Section Diff

Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws

~400 words

Board adopted amended bylaws modernizing governance procedures, integrating universal proxy rules, and establishing exclusive forum provisions.

4 Added
Added Bylaw amendments - governance modernization medium

Added in current filing · verify on EDGAR →

On August 5, 2026, the Board of Directors (the “Board”) of the Company approved and adopted the Third Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), effective as of August 5, 2026.

The Board approved comprehensive bylaw amendments effective August 5, 2026, replacing the prior Second Amended and Restated Bylaws in their entirety. The changes modernize governance procedures and incorporate recent regulatory requirements.

Added Universal proxy rules compliance medium

Added in current filing · verify on EDGAR →

Updates advance notice procedures to incorporate procedural and informational requirements in connection with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”), including requiring nominating stockholders to represent that they will solicit holders of shares representing at least 67% of the voting power, submit candidate questionnaires and representations, and provide required documentary evidence prior to the meeting.

The bylaws now incorporate SEC Rule 14a-19 universal proxy requirements, which mandate that stockholders nominating director candidates must represent they will solicit at least 67% of voting power, submit candidate questionnaires, and provide required documentation. This implements federal proxy rule changes affecting contested director elections.

Show 2 minor / wording changes
Added Virtual meetings and electronic notice low

Added in current filing · verify on EDGAR →

Modernizes meeting procedures by explicitly authorizing virtual/remote stockholder meetings and permitting electronic delivery of meeting notices via email or electronic posting in compliance with Nevada Revised Statutes (“NRS”) Title 7 standards.

The amended bylaws now explicitly authorize virtual or remote stockholder meetings and permit electronic delivery of meeting notices via email or electronic posting, bringing the company's governance practices in line with modern standards under Nevada law.

Added Uncertificated shares authorization low

Added in current filing · verify on EDGAR →

Grants explicit authority for the issuance and electronic tracking of uncertificated shares.

The bylaws now explicitly authorize the company to issue shares in uncertificated form and track them electronically, modernizing share administration practices.

Event · Exhibit 99.1

RideNow reports Q2 2026 results: same-store powersports revenue up 3.0%, net income $6.5M vs. prior-year loss, adjusted EBITDA up 19.2%.

3 Added
Added Q2 2026 earnings high

Added in current filing · view on EDGAR →

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. •On a same store sales basis, Powersports Revenue was up 3.0%, driven by a 1.7% increase in unit sales. •Total gross profit was $84.8 million, up 1.1% as compared to $83.9 million. •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. •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. •Adjusted EBITDA increased to $20.5 million from $17.2 million, up 19.2%.

RideNow reported second quarter 2026 results showing total revenue down 1.0% year-over-year to $296.8 million, driven by store consolidations and the exit from transportation services in December 2025. On a same-store basis, powersports revenue grew 3.0% with unit sales up 1.7%. Gross profit increased 1.1% to $84.8 million while SG&A expenses declined 2.5% to $65.0 million. Net income swung to $6.5 million from a $32.2 million loss in the prior year, which included a $34.0 million franchise rights impairment charge. Adjusted EBITDA rose 19.2% to $20.5 million.

Added Liquidity and debt medium

Added in current filing · view on EDGAR →

Cash (unrestricted) $ 46.7 $ 29.5 58.3 % Long-term Debt, including Current Maturities $ 213.1 $ 207.6 2.6 % Principal of Long-Term Debt, including Current Maturities $ 221.1 $ 218.8 1.1 % Non-Vehicle Net Debt(1) $ 174.4 $ 189.3 NM

Unrestricted cash increased 58.3% to $46.7 million from $29.5 million at year-end 2025. Long-term debt principal rose modestly to $221.1 million from $218.8 million. Non-vehicle net debt improved to $174.4 million from $189.3 million, reflecting the cash build and controlled debt growth.

Added Cash flow medium

Added in current filing · view on EDGAR →

Operating Cash Flow $ (27.7) $ 4.0 NM Capital Expenditures $ (2.1) $ (2.9) 27.6 % Adjusted Free Cash Flow(1) $ 20.8 $ 2.9 NM

Operating cash flow was negative $27.7 million for the six months ended June 30, 2026, compared to positive $4.0 million in the prior year, primarily due to inventory build. Capital expenditures declined 27.6% to $2.1 million. Adjusted free cash flow, which normalizes for non-trade floor plan facility borrowings, improved significantly to $20.8 million from $2.9 million.

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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 12, 2026 · How we verify