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What changed in RideNow Group, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of RideNow Group, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+274 added−246 removedSource: 10-K (2026-03-13) vs 10-K (2025-03-14)

Top changes in RideNow Group, Inc.'s 2025 10-K

274 paragraphs added · 246 removed · 159 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeITEM 1. BUSINESS. Our Company RumbleOn, Inc. operates through two operating segments: a powersports dealership group and a vehicle transportation services entity, Wholesale Express, LLC (“Express”). The Company was incorporated in 2013 and has grown primarily through acquisitions. The Company is headquartered in the Dallas Metroplex and completed its initial public offering in 2017.
Biggest changeITEM 1. BUSINESS. Our Company RideNow Group, Inc. operated through two operating segments in 2024 and 2025: a powersports dealership group and a vehicle transportation services business. In December 2025, we ceased providing vehicle transportation services to third parties and now operate solely as a powersports dealership group. The Company was incorporated in 2013 and has grown primarily through acquisitions.
We also offer parts, apparel, accessories, finance & insurance products and services, and aftermarket products from a wide range of manufacturers. Additionally, we offer a full suite of repair and maintenance services.
Additionally, we offer parts, apparel, accessories, finance & insurance products and services, and aftermarket products from a wide range of manufacturers. We also offer a full suite of repair and maintenance services.
Powersports Segment 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 (“ATV”), utility terrain or side-by-side vehicles (“SXS”), personal watercraft (“PWC”), snowmobiles, and other powersports products.
Powersports Segment 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 (“ATV”), utility terrain or side-by-side vehicles (“SXS”), personal watercraft (“PWC”), and other powersports products.
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, federal, state and local environmental laws and regulations, including the U.S.
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.
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 award of significant damages against us and our dealers in class action or other civil litigation.
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.
Our Annual Report 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 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”).
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”).
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 1 Table of Contents sales care) and quality, breadth and depth of product selection.
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.
As a result, you should be aware that 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.rumbleon.com.
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.
Market and Industry Data Some of the market and industry data contained in this 2024 Form 10-K is based on independent industry publications or other publicly available information. Although we believe that these independent sources are reliable, we have not independently verified and cannot assure you as to the accuracy or completeness of this information.
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 of December 31, 2024 , w e operated a total of 56 dealerships located in Alabama, Arizona, California, Florida, Georgia, Kansas, Massachusetts, Nevada, North Carolina, Ohio, Oklahoma, South Dakota, Texas and Washington. We source high quality pre-owned inventory online via our proprietary RideNow Cash Offer technology, which allows us to purchase pre-owned units directly from consumers.
As of December 31, 2025 , w e operated a total of 48 dealerships located in Alabama, Arizona, Florida, Georgia, Kansas, Massachusetts, Nevada, North Carolina, Ohio, Oklahoma, Texas and Washington. 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.
Environmental Protection Act, federal, state, and local wage and hour and anti-discrimination laws, and antitrust laws.
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.
As of December 31, 2024, we had 1,928 full-time and 36 part-time employees. 2 Table of Contents 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 believe the relationship with our employees is good. 2 T able of Contents 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.
Unless the context otherwise requires, all references in this section to “we,” “our,” “us,” “RumbleOn,” and the “Company” refer to RumbleOn, Inc. and its consolidated subsidiaries and any predecessor entities.
The Company is headquartered in Chandler, Arizona and completed its initial public offering in 2017. Unless the context otherwise requires, all references in this 2025 10-K to “we,” “our,” “us,” “RideNow,” “RideNow Group,” and the “Company” refer to RideNow Group, Inc. and its consolidated subsidiaries and any predecessor entities.
Our RideNow Cash Offer technology directly connects us with consumers and allows us to acquire high-quality, pre-owned powersports vehicles at scale. This proprietary technology is a fast and efficient mechanism to offer cash for pre-owned vehicles and provides us with a unique source of market data.
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.
We have also centralized certain activities and decisions with respect to our inventory mix and supply. Leverage our proprietary RideNow Cash Offer technology to accelerate growth of our pre-owned inventory An expansive selection of pre-owned inventory enhances the customer experience by ensuring our visitors can find a powersports vehicle that matches their preference.
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.
We have a portfolio of trademark registrations in the United States, including registrations for “RideNow,” the RideNow logo, “RumbleOn,” and the RumbleOn logo. We are the registered holder of a variety of domestic domain names, including “Rumbleon.com.” Seasonality The powersports industry is a seasonal business with sales strongest in the spring and summer months.
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.
In addition to these activities, we continue to focus on reducing our cost structure by identifying and eliminating expenses that do not further our strategic goals. 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 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.
Grow organically and through strategic acquisitions Our plan includes growing our powersports segment both organically by adding new customers through our online and in-store locations, by adding brands to existing locations and by acquiring new strategic retail locations. Our team has substantial experience in identifying suitable acquisition candidates, negotiating purchase terms and conditions and integrating newly acquired businesses.
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 network of convenient 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.
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.
Given this seasonality, we expect our quarterly results of operations, including our revenue, gross profit, net income (loss), and cash flow to vary accordingly.
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.
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Vehicle Transportation Services Segment Express provides asset-light transportation brokerage services facilitating automobile transportation primarily between and among dealerships and auctions. We provide services focused on pre-owned vehicles to clients across the United States through our established network of pre-qualified carriers.
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Prior to August 13, 2025, the Company was known as RumbleOn, Inc. In connection with our name change on August 13, 2025 and effective as of the same day, the ticker symbol for our Class B common stock changed to RDNW.
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Former Operations Discontinued operations represents the results of our wholesale automotive business, which was wound down as of June 30, 2023. Also, on December 29, 2023, the Company sold its consumer loans portfolio underwritten by two subsidiaries. Our Industry The powersports retail marketplace in the United States is highly fragmented.
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Our principal suppliers are original equipment manufacturers (“OEMs”), including BRP (Can-Am/Sea-Doo), Polaris, Harley-Davidson, Yamaha, and Kawasaki, from whom we source new unit inventory under standard dealer agreements; we also obtain pre-owned inventory through consumer purchases, trade-ins, and auctions, as described below.
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Our RideNow Cash Offer technology is a point of differentiation that enables us to purchase pre-owned inventory online from customers located nationwide. Express operates in the U.S. automotive transportation services industry, which is highly fragmented with low barriers to entry. We compete against many transportation services companies, including trucking companies, freight brokers, freight forwarders, and other brokers.
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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. 1 T able of Contents Competition The powersports retail marketplace in the United States is highly fragmented.
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We believe that our dedication to quality, simple and hassle-free transportation services, and our focus on customer relationships are key aspects of our business. Our Long-Term Strategy We aim to create long-term shareholder value by operating the best performing, most profitable powersports retail group in the United States. To achieve these objectives, we are pursuing the following goals and strategies.
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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.
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We source new inventory from original equipment manufacturers (“OEMs”), and we invest our resources to align with their brand standards and performance objectives. We believe that leveraging our inventory within our large network is a competitive advantage in the highly fragmented powersports market with respect to OEMs and consumers.
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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”.
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Our RideNow Cash Offer technology 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. Our pre-owned inventory strategy utilizes a centralized set of standards for acquisitions made online, in stores and through auctions.
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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.
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We identify acquisition candidates based on a variety of factors, including authorized brands, geographic location and service offerings. Acquiring additional locations also helps us further leverage our corporate cost structure. We are continually evaluating our dealership footprint and may divest locations that are no longer accretive for our business.
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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.
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Our Team We have recently experienced significant changes to our executive team. Effective January 13, 2025, the Company and Michael Kennedy, the Chief Executive Officer (“CEO”) of the Company, entered into a separation agreement which provided that Mr. Kennedy’s employment with the Company terminated.
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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.
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On the same day, the Chairman of the Company’s Board of Directors (the “Board”), Michael Quartieri, became our CEO, and Cameron Tkach was appointed to serve as Executive Vice President and Chief Operating Officer. Tiffany Kice became the Company’s Chief Financial Officer (“CFO”) on June 24, 2024, and Brandy Treadway became the Company’s Chief Legal Officer on February 12, 2024.
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Our Team As of December 31, 2025, we had 1,884 full-time and 22 part-time employees.
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Additionally, the SEC website located at www.sec.gov contains the information we file or furnish electronically with the SEC. 3 Table of Contents
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We have a portfolio of trademark registrations in the United States, including registrations for “RideNow,” and the RideNow logo.
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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.
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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. 3 T able of Contents

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

82 edited+66 added−29 removed101 unchanged
Biggest changeIf we are unable to effectively remediate this material weakness and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, investors could lose confidence in our financial and other public reporting, which would harm our business.
Biggest changeIf our remediation of such material weaknesses is not effective, or if we experience additional material weaknesses or otherwise fail to design and maintain an effective system of internal control over financial reporting, our ability to accurately report our financial condition and results of operations in a timely manner or comply with applicable laws and regulations could be impaired, which may adversely affect investor confidence in us, subject us to litigation or significant financial or other penalties, and as a result, affect the value of our Class B common stock and our financial condition.
The regulatory bodies that regulate our business include, at the federal level: the Consumer Financial Protection Bureau, the FTC, the DOT, the Occupational Health and Safety Administration, the Department of Justice, and the Federal Communications Commission; at the state level: various state dealer licensing authorities, state consumer protection agencies including state attorney general offices, and state financial and insurance regulatory agencies; and at the municipal level our business is regulated by various municipal authorities covering licensing, zoning, occupancy, and tax obligations.
The regulatory bodies that regulate our business include, at the federal level: the Consumer Financial Protection Bureau, the FTC, the Occupational Health and Safety Administration, the Department of Justice, and the Federal Communications Commission; at the state level: various state dealer licensing authorities, state consumer protection agencies including state attorney general offices, and state financial and insurance regulatory agencies; and at the municipal level our business is regulated by various municipal authorities covering licensing, zoning, occupancy, and tax obligations.
Although we have substantial insurance, subject to certain deductibles, limitations and exclusions, we may be exposed to uninsured or under-insured losses that could have a material adverse effect on our business, financial condition, results of operations or cash flows. Failure to adequately protect our intellectual property could harm our business and operating results.
Although we have insurance, subject to certain deductibles, limitations and exclusions, we may be exposed to uninsured or under-insured losses that could have a material adverse effect on our business, financial condition, results of operations or cash flows. Failure to adequately protect our intellectual property could harm our business and operating results.
If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. We do not currently or for the foreseeable future intend to pay dividends on our common stock.
If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. We do not currently or for the foreseeable future intend to pay dividends on our Class B common stock.
Our strategic plan includes leveraging our nationwide network of dealerships, using our proprietary RideNow Cash Offer technology to grow our pre-owned inventory, reducing our cost structure, and rationalizing our retail footprint by acquiring new retail locations and closing or consolidating existing retail locations.
Our strategic plan includes leveraging our nationwide network of dealerships, using our proprietary RideNow Cash Offer tool to grow our pre-owned inventory, reducing our cost structure, and rationalizing our retail footprint by acquiring new retail locations and closing or consolidating existing retail locations.
We are currently subject to reduced reporting requirements so long as we are considered a “smaller reporting company” and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors.
We are currently subject to reduced reporting requirements so long as we are considered a “smaller reporting company” and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our Class B common stock less attractive to investors.
If we decide to raise additional capital through issuances of equity, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our common stock.
If we decide to raise additional capital through issuances of equity, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our Class B common stock.
We are currently subject to reduced reporting requirements so long as we are considered a “smaller reporting company.” We cannot predict if investors will find our common stock less attractive because we currently rely on these exemptions.
We are currently subject to reduced reporting requirements so long as we are considered a “smaller reporting company.” We cannot predict if investors will find our Class B common stock less attractive because we currently rely on these exemptions.
We have never declared or paid any cash dividends on our common stock. We currently do not intend to pay cash dividends in the foreseeable future on the shares of common stock. We intend to reinvest any earnings in the development and expansion of our business.
We have never declared or paid any cash dividends on our Class B common stock. We currently do not intend to pay cash dividends in the foreseeable future on the shares of Class B common stock. We intend to reinvest any earnings in the development and expansion of our business.
We rely on a combination of trademark, trade secret, and copyright law as well as on contractual restrictions with employees and third parties to protect our intellectual property, including our proprietary RideNow Cash Offer technology.
We rely on a combination of trademark, trade secret, and copyright law as well as on contractual restrictions with employees and third parties to protect our intellectual property, including our proprietary RideNow Cash Offer tool.
There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT Systems.
There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and Confidential Information.
The success of our business relies heavily on our marketing and branding efforts and our ability to attract new customers, and these efforts may not be successful. We operate dealership locations and our Cash Offer technology under our RideNow brand. In addition, we operate certain dealership locations under OEM brands, such as Harley-Davidson, BMW and Indian.
The success of our business relies heavily on our marketing and branding efforts and our ability to attract new customers, and these efforts may not be successful. We operate dealership locations and our Cash Offer tool under our RideNow brand. In addition, we operate certain dealership locations under OEM brands, such as Harley-Davidson and Indian.
If the FTC takes the position in the future that any aspect of our business constitutes an unfair or deceptive advertising practice, responding to such allegations could require us to pay significant damages, settlements, and civil penalties, or could require us to make adjustments to our products and services, any or all of which could result in substantial adverse publicity, loss of participating dealers, lost revenue, increased expenses, and decreased profitability.
If the FTC takes the position in the future that any aspect of our business constitutes an unfair or deceptive advertising practice, responding to such allegations could require us to pay significant damages, settlements, and civil penalties, or could require us to make adjustments 15 T able of Contents to our products and services, any or all of which could result in substantial adverse publicity, loss of participating dealers, lost revenue, increased expenses, and decreased profitability.
A breach of any of these covenants or our inability to comply with the required financial ratios or financial condition test could result in a default under our debt agreements that, if not cured or waived, could result in the acceleration of all indebtedness outstanding thereunder and cross-default rights under our other debt.
A breach of any of these restrictive covenants or our inability to comply with the required financial ratios or financial condition tests could result in a default under our debt agreements that, if not cured or waived, could result in the acceleration of all indebtedness outstanding thereunder and cross-default rights under our other debt.
Our efforts to maintain the trust of and deliver value to our users depend on our ability to develop and maintain our RideNow brand and on the reputation of brands we represent in our dealership locations.
Our efforts to maintain the trust of and deliver value to our customers depend on our ability to develop and maintain our RideNow brand and on the reputation of brands we represent in our dealership locations.
As a result, any return on your investment in our common stock will be limited to the appreciation in the price of our common stock, if any.
As a result, any return on your investment in our Class B common stock will be limited to the appreciation in the price of our Class B common stock, if any.
Pre-owned inventory is acquired directly from consumers via our proprietary RideNow Cash Offer technology or consumer trade-in transactions or auctions.
Pre-owned inventory is acquired directly from consumers via our proprietary RideNow Cash Offer tool or consumer trade-in transactions or from auctions.
Such continued disruptions or increased tariffs could have a material adverse effect on our business, results of operations, financial condition, and cash flows. We are dependent on our relationships with the manufacturers of powersports vehicles we sell and are subject to restrictions imposed by these vehicle manufacturers.
Such continued disruptions or increased tariffs could have a material adverse effect on our business, results of operations, financial condition, and cash flows. 6 T able of Contents We are dependent on our relationships with the manufacturers of powersports vehicles we sell and are subject to restrictions imposed by these vehicle manufacturers.
In addition, our net new inventory carrying cost (new vehicle floorplan interest expense net of floorplan assistance that we receive from powersports manufacturers) may increase due to changes in interest rates, inventory levels, and manufacturer assistance.
In addition, our net new inventory carrying cost (new vehicle floor plan interest expense net of floor plan assistance that we receive from powersports manufacturers) may increase due to changes in interest rates, inventory levels, and manufacturer assistance.
Our agreements with certain manufacturers contain provisions that, among other things, attempt to limit the protections available to dealers under these laws, and, though unsuccessful to date, manufacturers’ ongoing lobbying efforts may lead to the repeal or revision of these laws.
Our agreements with certain 14 T able of Contents manufacturers contain provisions that, among other things, attempt to limit the protections available to dealers under these laws, and, though unsuccessful to date, manufacturers’ ongoing lobbying efforts may lead to the repeal or revision of these laws.
A significant increase in interest rates or decrease in manufacturer floorplan assistance could have a material adverse effect on our business, financial condition, results of operations, or cash flows.
A significant increase in interest rates or decrease in manufacturer floor plan assistance could have a material adverse effect on our business, financial condition, results of operations, or cash flows.
A decrease in the availability of this type of financing, or an increase in the cost of such financing, could prevent us from carrying adequate levels of inventory, which may limit product offerings and could lead to reduced revenues.
A decrease in the availability of this type of financing, or an increase in the cost of such financing, could prevent us from carrying 9 T able of Contents adequate levels of inventory, which may limit product offerings and could lead to reduced revenues.
Most states regulate retail installment sales, including setting a maximum interest rate, caps on certain fees, or maximum amounts financed. In addition, certain states require that finance companies file a notice of intent or have a sales finance license or an installment sellers license in order to solicit or originate installment sales in that state. Logistics and Transportation.
Most states regulate retail installment sales, including setting a maximum interest rate, caps on certain fees, or maximum amounts financed. In addition, certain states require that finance companies file a notice of intent or have a sales finance license or an installment sellers license in order to solicit or originate installment sales in that state. Environmental Laws and Regulations.
If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. 15 Table of Contents Anti-takeover provisions may limit the ability of another party to acquire us, which could adversely impact our stock price.
If some investors find our Class B common stock less attractive as a result, there may be a less active trading market for our Class B common stock and our stock price may be more volatile. Anti-takeover provisions may limit the ability of another party to acquire us, which could adversely impact our stock price.
Consumers are increasingly shopping for new and pre-owned powersports vehicles, vehicle repair and maintenance services, and other vehicle products and services online and through mobile applications, including through third-party online 5 Table of Contents and mobile sales platforms, with which we compete.
Consumers are increasingly shopping for new and pre-owned powersports vehicles, vehicle repair and maintenance services, and other vehicle products and services online and through mobile applications, including through third-party online and mobile sales platforms, with which we compete.
The fluctuations in the market price of our Class B common stock are in response to numerous factors, including factors that have little or nothing to do with us or our performance, and these fluctuations could materially reduce the price of our Class B common stock.
Our Class B common stock has experienced extreme volatility in recent periods. The fluctuations in the market price of our Class B common stock are in response to numerous factors, including factors that have little or nothing to do with us or our performance, and these fluctuations could materially reduce the price of our Class B common stock.
Any failure or perceived failure by us to comply with our privacy policies, our privacy-related obligations to consumers or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of sensitive information, which may include personally identifiable information or other user data, may result in governmental enforcement actions, litigation or public statements against us by consumer advocacy groups or others and could cause consumers and our OEM partners to lose trust in us, which could have an adverse effect on our business.
Any failure or perceived failure by us to comply with data privacy laws, rules, regulations, industry standards, our privacy policies, our privacy-related obligations to consumers or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of sensitive information, which may include Personal Information or other user data, may result in proceedings or actions against us by individuals or government agencies, governmental enforcement actions, litigation or public statements against us by consumer advocacy groups or others and could cause consumers and our OEM partners to lose trust in us, which could have an adverse effect on our business.
The failure to meet financial covenants under the Credit Agreement, or to obtain a waiver, would have a material adverse effect on our business, financial condition, and results of operations.
The failure to meet covenants, including financial covenants, or to obtain a waiver or amendment, would have a material adverse effect on our business, financial condition, and results of operations.
We use IT Systems for external and internal functions, such as to support product sales, track inventory information at our store locations, and to aggregate daily sales, margin and promotional information. We also use IT Systems to report and audit our operational results. We and our third-party providers may experience cyberattacks and security incidents.
For example, we use IT Systems for external and internal functions, such as to support product sales, track inventory information at our store locations, and to aggregate daily sales, margin and promotional information. We also use IT Systems to report and audit our operational results.
Our competition includes: (i) franchised powersports dealerships in our markets that sell the same or similar new and pre-owned vehicles; (ii) privately negotiated “peer-to-peer” sales of pre-owned powersports vehicles; (iii) other pre-owned powersports vehicle retailers; (iv) internet-based pre-owned powersports vehicle brokers that sell pre-owned vehicles to consumers; (v) service center and parts supply chain stores; and (vi) independent service and repair shops. 9 Table of Contents We do not have a material cost advantage over other retailers in purchasing new powersports vehicles from manufacturers.
Our competition includes: (i) franchised powersports dealerships in our markets that sell the same or similar new and pre-owned vehicles; (ii) privately negotiated “peer-to-peer” sales of pre-owned powersports vehicles; (iii) other pre-owned powersports vehicle retailers; (iv) internet-based pre-owned powersports vehicle brokers that sell pre-owned vehicles to consumers; (v) service center and parts supply chain stores; and (vi) independent service and repair shops.
We may not be able to acquire sufficient powersports inventory to satisfy consumer demand or our expectations for the business. A material part of our strategic plan is predicated on being able to have sufficient inventory of powersports vehicles, both new and pre-owned, to satisfy customer demand or meet our financial objectives.
A material part of our strategic plan is predicated on being able to have sufficient inventory of powersports vehicles, both new and pre-owned, to satisfy customer demand or meet our financial objectives.
ITEM 1A. RISK FACTORS. Various risks and uncertainties could affect our business. In addition to the information contained elsewhere in this report and other filings that we make with the SEC, the risk factors described below could have a material impact on our business, financial condition, results of operations, cash flows or the trading price of our common stock.
In addition to the information contained elsewhere in this report and other filings that we make with the SEC, the risk factors described below could have a material impact on our business, financial condition, results of operations, cash flows or the trading price of our Class B common stock. It is not possible to identify all risk factors.
In addition, the loss of any senior management or other key employees could materially adversely affect our ability to execute our business plan and strategy, and we may not be able to find adequate replacements on a timely basis, or at all. We have experienced a high level of turnover in our senior management team.
We believe our success will depend on the efforts and talents of our executives and employees. In addition, the loss of any senior management or other key employees could materially adversely affect our ability to execute our business plan and strategy, and we may not be able to find adequate replacements on a timely basis, or at all.
We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees or that we can prevent former employees from attempting to compete with us.
A limited number of our employees are subject to employment agreements that include restrictive covenants. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees or that we can prevent former employees from attempting to compete with us.
In addition, these provisions could limit the price investors would be willing to pay in the future for shares of our common stock. ITEM 1B. UNRESOLVED STAFF COMMENTS. None.
In addition, these provisions could limit the price investors would be willing to pay in the future for shares of our Class B common stock.
The restrictions contained in the covenants could: (i) limit our ability to plan for or react to market conditions, to meet capital needs, or otherwise to restrict our activities or business strategy; and (ii) adversely affect our ability to finance our operations, enter into acquisitions or divestitures or engage in other business activities that would be in our interest. 7 Table of Contents We have incurred and expect to incur a substantial amount of interest expense.
The covenants could: (i) limit our ability to plan for or react to market conditions, to meet capital needs, or otherwise to restrict our activities or business strategy; and (ii) adversely affect our ability to finance our operations, enter into acquisitions or divestitures or engage in other business activities that would be in our interest.
Additionally, a shift in consumer’s vehicle preferences driven by pricing, fuel costs or other factors may have a material adverse effect on our revenue, margins, and results of operations. Changes in trade policies, including the imposition of tariffs, may have a material adverse impact on the Company’s business, results of operations and profitability.
Additionally, a shift in consumer’s vehicle preferences driven by pricing, fuel costs or other factors may have a material adverse effect on our revenue, margins, and results of operations.
At March 1, 2025, three of our stockholders beneficially owned approximately 54.8% of the Company’s voting power and are either members of our Board or have the right to appoint a member to our Board.
As of March 2, 2026, three of our stockholders beneficially owned approximately 53.4% of the Company’s voting power and are either members of our Board or have the right to appoint a member to our Board.
Also, in the future, these three stockholders may acquire or dispose of shares of our Class B common stock and thereby increase or decrease their ownership stake in us. Significant fluctuations in the levels of ownership of our largest stockholders could impact the volume of trading, liquidity, and market price of our Class B common stock.
Also, in the future, these three stockholders may acquire or dispose of shares of our Class B common stock and thereby increase or decrease their ownership stake in us.
The establishment or relocation of franchises in our current markets could have a material adverse effect on the business, financial condition, and results of operations of our retail locations in the market in which the action is taken.
Manufacturers can also establish new franchises or relocate existing franchises, subject to applicable state franchise laws. The establishment or relocation of franchises in our current markets could have a material adverse effect on the business, financial condition, and results of operations of our retail locations in the market in which the action is taken.
In addition, in the event of default under our Credit Agreement, the affected lenders could foreclose on the collateral securing such credit facility and require repayment of all borrowings outstanding thereunder.
In the event of default under our Credit Agreement and any other indebtedness we may incur from time to time, the affected lenders could foreclose on the collateral securing such indebtedness and require repayment of all borrowings outstanding thereunder.
Accordingly, our revenue and results of operations are partially dependent on the actions of these third parties. Financing and EPP are provided to qualified customers through several third-party financing providers.
We rely on third-party financing providers to finance a substantial portion of our customers' powersports vehicle purchases and to supply EPP products to our customers. Accordingly, our revenue and results of operations are partially dependent on the actions of these third parties. Financing and EPP are provided to qualified customers through several third-party financing providers.
Instability or disruptions of the capital markets, including credit markets, or the deterioration of our financial condition due to internal or external factors, could restrict or prohibit our access to capital markets and increase our financing costs.
Accordingly, our interest expense will fluctuate with changing market conditions and will increase if interest rates rise. Instability or disruptions of the capital markets, including credit markets, or the deterioration of our financial condition due to internal or external factors, could restrict or prohibit our access to capital markets and increase our financing costs.
Our future success depends on our continuing ability to attract, develop, motivate, and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant costs to attract and retain them. A limited number of our employees are subject to employment agreements that include restrictive covenants.
We have experienced a high level of turnover in our senior management team. Our future success depends on our continuing ability to attract, develop, motivate, and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant costs to attract and retain them.
An increase in the costs of the goods that we sell could make them less affordable for customers, which would negatively impact customer demand and have a material adverse impact on our business and results of operations. It is uncertain whether OEMs will pass through increased costs to us, which would result in a negative impact on our profitability.
An increase in the costs of the goods that we sell could make them less affordable for customers, which would negatively impact customer demand and have a material adverse impact on our business 10 T able of Contents and results of operations.
The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to successfully complete identified acquisition opportunities. The closing or consolidation of existing retail locations may not result in immediate cost savings. These activities can divert management time and focus from operating our business.
The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to successfully complete identified acquisition opportunities. The closing or consolidation of existing retail locations may not result in immediate cost savings. In addition, certain of our dealerships have operated at a loss or generated insufficient returns.
If we fail to attract well-qualified employees or retain and motivate existing employees, our business could be materially and adversely affected. 4 Table of Contents In recent periods, we have identified material weaknesses in our internal control over financial reporting. Most recently, we have identified a material weakness, as disclosed in this 2024 Form 10-K.
If we fail to attract well-qualified employees or retain and motivate existing employees, our business could be materially and adversely affected. We have identified material weaknesses in our internal control over financial reporting.
The market price of our Class B common stock has been, and may continue to be, highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. Our Class B common stock has experienced extreme volatility in recent periods.
Significant fluctuations in the levels of ownership of our largest stockholders could impact the volume of trading, liquidity, and market price of our Class B common stock. 16 T able of Contents The market price of our Class B common stock has been, and may continue to be, highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control.
A material weakness is a deficiency, or a combination of deficiencies, in our ICOFR, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We have identified and disclosed material weaknesses in our ICOFR in recent periods.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis.
If we reach any of these limits, we may be prevented from making further acquisitions, or we may be required to dispose of certain dealerships, which could adversely affect our future growth.
If we reach any of these limits, we may be prevented from making further acquisitions, or we may be required to dispose of certain dealerships, which could adversely affect our future growth. We cannot provide assurance that manufacturers will approve future acquisitions, dispositions or relocations timely, if at all, which could significantly impair the execution of our strategy.
Some of our systems are not fully redundant, and our disaster recovery planning cannot account for all eventualities or incidents to avoid a material adverse impact to our IT Systems or business.
While to date no incidents have had a material impact on our operations or financial results, we cannot guarantee that material incidents will not occur in the future. Some of our systems are not fully redundant, and our disaster recovery planning cannot account for all eventualities or incidents to avoid a material adverse impact to our IT Systems or business.
Additionally, if vendors, developers, or other third parties that we work with violate applicable laws or our policies, such violations may also put consumer or dealer information at risk and could in turn harm our reputation, business, and operating results. 12 Table of Contents Regulatory and Government Risks If state laws that protect powersports retailers are repealed, or weakened, our retail locations may be more susceptible to termination, non-renewal, or renegotiation of their dealer agreements, which could have a material adverse effect on our business, results of operations, and financial condition.
Regulatory and Government Risks If state laws that protect powersports retailers are repealed, or weakened, our retail locations may be more susceptible to termination, non-renewal, or renegotiation of their dealer agreements, which could have a material adverse effect on our business, results of operations, and financial condition.
Our level of indebtedness, including the applicable interest payments, could also reduce funds available for working capital, capital expenditures, and other general corporate purposes, and may create competitive disadvantages for us relative to competitors with lower debt levels. If our financial performance does not meet our current expectations, then our ability to service the indebtedness may be adversely impacted.
We have incurred and expect to incur a substantial amount of interest expense. Our level of indebtedness, including the applicable interest payments, could also reduce funds available for working capital, capital expenditures, and other general corporate purposes, and may create competitive disadvantages for us relative to competitors with lower debt levels.
Any adverse impact to the availability, integrity or successful functioning of our IT Systems could result in interruptions in our services, noncompliance with certain laws and regulations, negative publicity, damage to our customer and supplier relationships, exposure to litigation, regulatory investigations, and lost sales, fines, penalties, lawsuits and remediation costs, any or all of which could have a material adverse effect on our business, financial condition and results of operations.
Any adverse impact to the confidentiality, availability, or integrity of our IT Systems or Confidential Information could result in interruptions in our services, noncompliance with certain laws and regulations, negative publicity, damage to our customer and supplier relationships, exposure to litigation (such as class actions), regulatory investigations and enforcement action, and lost sales, fines, penalties, lawsuits and system restoration or remediation costs, and future compliance costs.
Despite our efforts to protect our proprietary rights, unauthorized parties including former employees may attempt to copy aspects of our website features, software, and functionality or obtain and use information that we consider proprietary. Competitors may adopt service names similar to ours, thereby harming our ability to build brand identity and possibly leading to user confusion.
Despite our efforts to protect our proprietary rights, unauthorized parties 7 T able of Contents including former employees may attempt to copy aspects of our website features, software, and functionality or obtain and use information that we consider proprietary.
It is impossible to predict with any certainty the effects that any new tariffs may ultimately have on our industry or our financial condition. We participate in a highly competitive market for powersports products and services, and pressure from existing and new companies may adversely affect our business and operating results.
We participate in a highly competitive market for powersports products and services, and pressure from existing and new companies may adversely affect our business and operating results. The powersports retail and service industry is highly competitive with respect to price, service, location, and selection.
Further, our vehicle manufacturers may decide to award additional franchises in our markets in ways that negatively impact our sales. We believe that our proprietary RideNow Cash Offer technology provides us with a competitive advantage in purchasing pre-owned powersports vehicles directly from customers.
We believe that our proprietary RideNow Cash Offer tool provides us with a competitive advantage in purchasing pre-owned powersports vehicles directly from customers.
If the amounts outstanding under the credit facilities or any of our other indebtedness were to be accelerated, our assets may not be sufficient to repay in full the amounts owed to the lenders or to our other debt holders We may require additional financing or capital to pursue acquisitions or because of unforeseen circumstances.
If the amounts outstanding under our Credit Agreement or any of our other indebtedness were to be accelerated, our assets may not be sufficient to repay in full the amounts owed to the lenders or to our other debt holders. Our ability to refinance or repay our debt at or before maturity is not assured.
There is no assurance that the Company will be able to comply with these covenants, or if we fail to remain in compliance, will be able to obtain relief from such financial covenants in the future.
Although we were in compliance with its covenants at December 31, 2025, we previously required amendments and waivers. There is no assurance that the Company will be able to comply with these covenants, or if we fail to remain in compliance, will be able to obtain additional waivers or amendments in the future.
If we are unable to obtain adequate financing or financing on terms satisfactory to us, our ability to sell certain powersports vehicles may be reduced, which could adversely affect our business, operating results and financial condition. 8 Table of Contents We are subject to interest rate risk in connection with our floorplan payables and our other debt instruments that could have a material adverse effect on our profitability.
If we are unable to obtain adequate financing or financing on terms satisfactory to us, our ability to sell certain powersports vehicles may be reduced, which could adversely affect our business, operating results and financial condition.
We rely on the integrity, security and successful functioning of our computer systems, hardware, software, technology infrastructure, and online sites and networks (collectively, “IT Systems”) across our operations. While we own and operate certain parts of our IT Systems, we also rely on critical third-party service providers for an array of IT Systems and related products and services.
While we own and operate certain parts of our IT Systems, we also rely on critical third-party service providers for an array of IT Systems and related products and services.
They also impose certain financial test ratios and financial condition tests that we must satisfy in future periods to remain in compliance with the terms applicable to our debt. We may be prevented from taking advantage of business opportunities that arise because of the limitations imposed on us by the restrictive or financial covenants under our debt agreements.
We may be prevented from taking advantage of business opportunities that arise because of the limitations imposed on us by the restrictive or financial covenants under our debt agreements.
We may also be liable for employee misconduct and violations of laws or regulations to which we are subject. Federal Advertising Regulations. The FTC has authority to take actions to remedy or prevent advertising practices that it considers to be unfair or deceptive and that affect commerce in the United States.
We are also subject to federal and numerous state consumer protection and unfair trade practice laws and regulations relating to the sale, transportation and marketing of motor vehicles, including so-called “lemon laws.” The FTC has authority to take actions to remedy or prevent advertising practices that it considers to be unfair or deceptive and that affect commerce in the United States.
These actions could expose us to adverse publicity and to substantial monetary damages and legal defense costs, injunctive relief and criminal and civil fines and penalties including, but not limited to, suspension or revocation of licenses to conduct business. 14 Table of Contents Risks Related to Ownership of our Class B Common Stock Our largest stockholders may have the ability to exert substantial influence over actions to be taken or approved by our stockholders.
These actions could expose us to adverse publicity and to substantial monetary damages and legal defense costs, injunctive relief and criminal and civil fines and penalties including, but not limited to, suspension or revocation of licenses to conduct business.
Any errors, defects, disruptions, or other performance or reliability problems with our network operations could cause interruptions in access to our products, as well as delays and additional expense in arranging new facilities and services, and could harm our reputation, business, operating results, and financial condition. 11 Table of Contents Disruptions or breaches involving our or our third-party providers’ IT systems could interrupt our operations, compromise our reputation, expose us to litigation, government enforcement actions and costly response measures and could have a material adverse effect on our business, financial condition and results of operations.
Any errors, defects, disruptions, or other performance or reliability problems with our network operations could cause interruptions in access to our products, as well as delays and additional expense in arranging new facilities and services, and could harm our reputation, business, operating results, and financial condition.
We typically rely on our advertising, merchandising, sales expertise, service reputation, strong local branding, and location to sell our products and services. Because our dealer agreements grant only a non-exclusive right to sell a manufacturer’s product within a specified market area, our revenue, gross profit, and overall profitability may be materially adversely affected if competing dealerships expand their market share.
Because our dealer agreements grant only a non-exclusive right to sell a manufacturer’s product within a specified market area, our revenue, gross profit, and overall profitability may be materially adversely affected if competing dealerships expand their market share. Further, our vehicle manufacturers may decide to award additional franchises in our markets in ways that negatively impact our sales.
We rely on third-party financing providers to finance a substantial portion of our customers' powersports vehicle purchases and to supply extended protection products (“EPP”) to our customers. We rely on third-party financing providers to finance a substantial portion of our customers' powersports vehicle purchases and to supply EPP products to our customers.
In any of these cases, there could be an adverse effect on our business, financial condition and results of operations. 5 T able of Contents We rely on third-party financing providers to finance a substantial portion of our customers' powersports vehicle purchases and to supply extended protection products (“EPP”) to our customers.
It is not possible to identify all risk factors. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations.
Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations. Business and Operational Risks We may not be able to acquire sufficient powersports inventory to satisfy consumer demand or our expectations for the business.
In addition, we may need to refinance all or a portion of our existing debt.
If we decide to raise additional debt, our existing stockholders may be subject to the risks associated with higher leverage. In addition, we may need to refinance all or a portion of our existing debt.
In some cases, manufacturers have chosen to supply new vehicles to the market in excess of demand at reduced prices, which can reduce demand for pre-owned vehicles.
In some cases, manufacturers have chosen to supply new vehicles to the market in excess of demand at reduced prices, which can reduce demand for pre-owned vehicles. A significant portion of our new powersports vehicle revenue is concentrated among a small number of OEMs, including BRP, Polaris, Harley-Davidson, Yamaha and Kawasaki.
We collect, process, store, share, disclose and use personal information and other data, and our actual or perceived failure to protect such information and data could damage our reputation and brand and harm our business and operating results. We collect, process, store, share, disclose, and use personal information and other data provided by consumers, dealers and auctions.
We collect, process, store, share, disclose and use Personal Information, and any actual or perceived failure to comply with new or existing laws, regulations and other requirements relating to the privacy, security, and processing of Personal Information could damage our reputation and brand and harm our business and operating results.
In 2023, our three largest stockholders backstopped our $100.0 million rights offering, and in 2024 they provided $30.0 million in incremental capital commitments, which included a $10.0 million backstopped rights offering. If we decide to raise additional debt, our existing stockholders may be subject to the risks associated with higher leverage.
In 2023, our three largest stockholders backstopped our $100.0 million rights offering, in 2024 they provided $30.0 million in incremental capital commitments, which included a $10.0 million backstopped rights offering, and in 2025, they loaned the Company an additional $10.0 million through the issuance of subordinated promissory notes.
We have incurred, and expect to continue to incur, a number of non-recurring costs associated with our acquisitions and the closing of retail locations. Our failure to identify successfully rationalize our dealership footprint could adversely affect our business, financial condition, and results of operations.
Our failure to identify and successfully rationalize our dealership footprint could adversely affect our business, financial condition, and results of operations.
For example, as discussed herein, we have identified a material weakness in our ICOFR for the year ended December 31, 2024. This material weakness relates to user access and segregation of duties related to certain information technology systems that support the Company’s financial reporting processes.
In connection with the preparation of our consolidated financial statements for the year ended December 31, 2023, we identified a material weakness in our internal control over financial reporting in the areas of user access and segregation of duties related to certain information technology systems that support the Company’s financial reporting processes, including revenue, inventory, purchasing and related expenditures, resulting in ineffective journal entry and other manual controls.
The failure to protect our intellectual property, including from unauthorized uses, could erode consumer trust and our brand and have a material adverse effect on our business. Financial Risks We have incurred significant indebtedness, which could adversely affect us, including our business flexibility.
Competitors may adopt service names similar to ours, thereby harming our ability to build brand identity and possibly leading to user confusion. The failure to protect our intellectual property, including from unauthorized uses, could erode consumer trust and our brand and have a material adverse effect on our business.
We may encounter unforeseen expenses, difficulties, complications, and delays relating to the development and operation of our business and the execution of our business plan, including our organic and acquisition growth strategies. Achieving the anticipated benefits of acquisitions depends in significant part upon our integrating any acquired entity’s businesses, operations, processes, and systems in an efficient and effective manner.
Achieving the anticipated benefits of acquisitions depends in significant part upon our integrating any acquired entity’s businesses, operations, processes, and systems in an efficient and effective manner. We have incurred, and expect to continue to incur, a number of non-recurring costs associated with our acquisitions and the closing of retail locations.
Business and Operational Risks Our success depends in part on our ability to grow our business both organically and through strategic acquisitions, and our plans and strategies may not be realized.
Any failure to acquire sufficient pre-owned inventory through our Cash Offer program could require us to source vehicles through more costly channels, which could adversely affect our margins and results of operations. Our success depends in part on our ability to grow our business both organically and through strategic acquisitions, and our plans and strategies may not be realized.
As such, supply chain disruptions may affect the flow of vehicle and parts inventories to an OEM’s manufacturing partners or to us. Vehicles manufactured overseas may also be subject to tariffs, which OEMs may pass on to us.
Vehicles manufactured overseas may also be subject to tariffs, which OEMs may pass on to us.
We depend on key personnel to operate our business, and if we are unable to retain, attract, and integrate qualified personnel, our ability to develop and successfully grow our business could be harmed. We believe our success will depend on the efforts and talents of our executives and employees.
In connection with the execution of our strategic plan, we discontinued our transportation brokerage services in December 2025, which eliminated revenue and profit contribution from that business and may result in shut-down and transition costs and residual liabilities. 4 T able of Contents We depend on key personnel to operate our business, and if we are unable to retain, attract, and integrate qualified personnel, our ability to develop and successfully grow our business could be harmed.
Part II, Item 9A of this 2024 Form 10-K describes the remediation plan for the material weakness affecting our ICOFR as of December 31, 2024. We cannot assure that the measures we are taking to remediate this material weakness will be sufficient or that such measures will prevent future material weaknesses.
As described in Part II, Item 9A “Controls and Procedures”, management is taking steps to remediate the material weaknesses in our internal controls, but we cannot assure you that the measures we have taken to date, and that we are continuing to implement, will be sufficient to remediate the material weaknesses we have identified or to avoid the identification of additional material weaknesses in the future.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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ITEM 1C. CYBERSECURITY. We believe cybersecurity is a critical part of our overall risk management and key to enabling our digital operations.
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ITEM 1C. CYBERSECURITY. Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. As part of our risk management program, we reference various security industry frameworks and other guidance to help us assess, identify and manage cybersecurity risks.
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As a company that heavily relies on our website to buy and market powersports, we face a multitude of cybersecurity threats common to most industries, such as phishing/malware, ransomware and denial-of-service, as well as threats common to retailers, such as theft of customer and employee data.
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Our cybersecurity risk management program is integrated into our overall risk management program, and shares common methodologies, reporting channels and governance processes that apply across the risk management program to other legal, compliance, strategic, operational, and financial risk areas.
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Our customers, suppliers, and subcontractors face similar cybersecurity threats, and a cybersecurity incident impacting us or any of these entities could materially adversely affect our operations, performance and results of operations. These cybersecurity threats necessitate an appropriate focus on cybersecurity.
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Key elements of our cybersecurity risk management program include but are not limited to the following: • risk assessments designed to help identify material risks from cybersecurity threats to our critical systems and information; • a security team principally responsible for managing our (1) cybersecurity risk assessment processes, (2) security controls, and (3) response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes; • cybersecurity awareness training of our employees, including incident response personnel and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for key service providers based on our assessment of their criticality to our operations and respective risk profile.
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The Board oversees management’s processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Senior leadership regularly briefs the Board on our cybersecurity and information security posture and the Board is apprised of cybersecurity incidents deemed to have a moderate or higher business impact, even if immaterial to us.
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We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition.
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The full Board retains oversight of cybersecurity because of its importance to RumbleOn. Our corporate information security team is responsible for our overall information security strategy, policy, security engineering, operations and cyber threat detection and response.
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We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
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The corporate information security organization manages an enterprise security structure with the ultimate goal of preventing cybersecurity incidents to the extent feasible, while simultaneously increasing our system resilience in an effort to minimize the business impact should an incident occur. Central to this effort is our technical solution that provides monitoring of our data and enterprise computing networks.
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See “ We and our third-party providers are exposed to cybersecurity risks and incidents which may interrupt our operations, compromise our reputation, expose us to litigation, government enforcement actions and costly response measures and could have a material adverse effect on our business, financial condition and results of operations. ” Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function, including oversight of management’s implementation of our cybersecurity risk management program.
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Employees outside of our corporate information security organization also have a role in our cybersecurity defenses and they are immersed in a corporate culture supportive of security, which we believe improves our cybersecurity. Assessing, identifying, monitoring, and managing cybersecurity-related risks are included in our overall risk management processes.
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The Board receives periodic reports from management on our cybersecurity risks and cybersecurity risk management program. In addition, management updates the Board, where it deems appropriate, regarding cybersecurity incidents it considers to be significant.
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Cybersecurity-related risks are included in the population of risks that are evaluated to assess top risks to the Company on an annual basis. To the extent a heightened cybersecurity related risk is identified, risk owners will be assigned to develop risk mitigation plans, which are then tracked to completion. An annual risk assessment is presented to the Board.
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Board members also receive presentations on cybersecurity topics from our Chief Information Officer (“CIO”), as part of the Board’s continuing education on topics that impact public companies. Our management team, including our CIO, is primarily responsible for assessing and managing our material risks from cybersecurity threats.
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We rely heavily on third parties to deliver our products and services to our customers, and a cybersecurity incident at a key supplier or subcontractor could materially adversely impact us. We include security and privacy addenda to our contracts where applicable.
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The CIO, who reports to our Chief Executive Officer, has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our CIO’s experience includes 20 years of IT leadership including security oversight, with a strong focus on the unique security needs of retail multi-unit businesses.
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In addition, any subcontractors connecting to our network are instructed to report cybersecurity incidents to us so that we can assess the impact of the incident on us. Notwithstanding the approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.
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Our CIO takes steps to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include: briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in our IT environment. 18 T able of Contents
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While RumbleOn maintains cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured. 16 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAt December 31, 2024, we operated 56 powersports dealerships from leased facilities as follows: State # of Dealerships Alabama 1 Arizona 14 California 2 Florida 8 Georgia (1) 2 Kansas 1 Massachusetts 1 Nevada 3 North Carolina 1 Ohio 2 Oklahoma 1 South Dakota 1 Texas (2) 17 Washington 2 Total 56 (1) One of these dealership locations was included in the 2023 sale-leaseback transaction that is being accounted for as a finance lease.
Biggest changeIn addition, at December 31, 2025, we operated 48 powersports dealership locations from leased facilities as follows: State # of Dealerships Alabama 1 Arizona 12 Florida 8 Georgia (1) 2 Kansas 1 Massachusetts 1 Nevada 3 North Carolina 1 Ohio 1 Oklahoma 1 Texas (2) 15 Washington 2 Total 48 (1) One of these dealership locations is being accounted for as a finance lease.
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(2) Seven of these dealership locations were included in the 2023 sale-leaseback transaction that is being accounted for as a finance lease. In addition, we operated four leased warehouses at December 31, 2024.
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ITEM 2. PROPERTIES. Our corporate headquarters is located at 2677 E. Willis Road, Chandler, Arizona 85286. We lease this facility under a multi-year agreement with renewal options, and we believe it is suitable and adequate for our current operations.
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(2) Six of these dealership locations are being accounted for as a finance lease. 19 T able of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe Company cannot predict the ultimate outcome or timing of the SEC investigation, what, if any, actions may be taken by the SEC or the effect that such actions may have on the business, prospects, operating results and financial condition of the Company. 17 Table of Contents Delaware Litigation As previously disclosed, the Company began an investigation of certain allegations surrounding Marshall Chesrown’s use of Company resources in 2023.
Biggest changeThe Company intends to continue responding to any information requests and otherwise cooperate with the SEC’s inquiry. The Company cannot predict the ultimate outcome or timing of the SEC investigation, what, if any, actions may be taken by the SEC or the effect that such actions may have on the business, prospects, operating results and financial condition of the Company.
Chesrown is seeking a declaratory judgment that he resigned with good reason, termination compensation damages in the amount of $7.5 million, general and reputational damages in the amount of $50.0 million, punitive damages, attorney's fees and litigation costs. The parties are now engaged in the initial stages of discovery.
Chesrown is seeking a declaratory judgment that he resigned with good reason, termination compensation damages in the amount of $7.5 million, general and reputational damages in the amount of $50.0 million, punitive damages, attorney's fees and litigation costs. The parties are now engaged in discovery.
The subpoena covers documents relating to, among other matters, the Company’s previously disclosed internal investigation into the use of Company resources by former Chairman and CEO Marshall Chesrown; the Company’s review, consideration and approval, and the underlying terms of, related party transactions; employment, compensation, reimbursement and severance arrangements; and disclosures and communications to customers and investors regarding the company’s RideNow Cash Offer tool and certain of its technology.
The subpoena covers documents relating to, among other matters, the Company’s previously disclosed internal investigation into the use of Company resources by former Chairman and CEO Marshall Chesrown; the Company’s review, consideration and approval, and the underlying terms of, related party transactions; employment, compensation, reimbursement and severance arrangements; and disclosures and communications to customers and investors regarding the company’s RideNow Cash Offer tool.
We intend to defend the litigation claims vigorously; however, we can provide no assurance regarding the outcome of this matter.
The Company intends to defend the litigation claims vigorously; however, we can provide no assurance regarding the outcome of this matter.
On June 11, 2023, Mr. Chesrown delivered a resignation letter to the Board in his capacity as CEO (the “CEO Resignation Letter”) and on July 7, 2023, Mr.
Delaware Litigation As previously disclosed, the Company began an investigation of certain allegations surrounding Marshall Chesrown’s use of Company resources in 2023. On June 11, 2023, Mr. Chesrown delivered a resignation letter to the Board in his capacity as CEO (the “CEO Resignation Letter”) and on July 7, 2023, Mr.
Removed
The Company is in the process of gathering and has commenced production of the requested documents. The Company is cooperating with the SEC’s inquiry.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThis does not include persons whose stock is in nominee or “street name” accounts through brokers. In addition, there were two holders of record of our Class A Common Stock. Dividends We have never declared or paid any cash dividends. We currently do not intend to pay cash dividends in the foreseeable future on the shares of common stock.
Biggest changeThis does not include persons whose stock is in nominee or “street name” accounts through brokers. In addition, there were two holders of record of our Class A common stock. Dividends We have never declared or paid any cash dividends.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES. Market Information Our Class B Common Stock trades under the symbol RMBL and is listed on the Nasdaq Capital Market (“NASDAQ”). As of March 3, 2025, there were approximately 50 stockholders of record of our Class B Common Stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES. Market Information Our Class B common stock trades under the symbol RDNW and is listed on the Nasdaq Capital Market (“Nasdaq”). As of March 2, 2026, there were approximately 50 stockholders of record of our Class B common stock.
We intend to reinvest any earnings in the development and expansion of our business. Any cash dividends in the future to common stockholders would be payable when, as and if declared by our Board, based upon the Board's assessment. ITEM 6. RESERVED. Not applicable.
Any cash dividends in the future to Class B common stockholders would be payable when, as and if declared by our Board, based upon the Board's assessment. ITEM 6. RESERVED. Not applicable.
Added
We currently do not intend to pay cash dividends in the foreseeable future on the shares of Class B common stock. We intend to reinvest any earnings in the development and expansion of our business.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeSegment Operating Performance 22 Table of Contents Powersports ($ in millions except per vehicle) 2024 2023 Change % Change Revenue New retail vehicles $ 616.4 $ 658.5 $ (42.1) (6.4) % Pre-owned vehicles Retail 202.1 260.9 (58.8) (22.5) % Wholesale 24.1 32.0 (7.9) (24.7) % Total pre-owned vehicles 226.2 292.9 (66.7) (22.8) % Finance and insurance, net 102.4 117.0 (14.6) (12.5) % Parts, service and accessories 206.2 241.8 (35.6) (14.7) % Total revenue $ 1,151.2 $ 1,310.2 $ (159.0) (12.1) % Gross Profit New retail vehicles $ 72.4 $ 95.1 $ (22.7) (23.9) % Pre-owned vehicles Retail 32.5 27.1 5.4 19.9 % Wholesale (0.8) (3.3) 2.5 75.8 % Total pre-owned vehicles 31.7 23.8 7.9 33.2 % Finance and insurance, net 102.4 117.0 (14.6) (12.5) % Parts, service and accessories 94.5 110.3 (15.8) (14.3) % Total gross profit $ 301.0 $ 346.2 $ (45.2) (13.1) % Vehicle Units Sold New retail vehicles 42,464 45,706 (3,242) (7.1) % Pre-owned vehicles Retail 18,275 21,840 (3,565) (16.3) % Wholesale 4,249 5,116 (867) (16.9) % Total pre-owned vehicles 22,524 26,956 (4,432) (16.4) % Total vehicles sold 64,988 72,662 (7,674) (10.6) % Revenue per vehicle New retail vehicles $ 14,516 $ 14,407 $ 109 0.8 % Pre-owned vehicles Retail 11,059 11,945 (886) (7.4) % Wholesale 5,672 6,263 (591) (9.4) % Total pre-owned vehicles 10,043 10,866 (823) (7.6) % Finance and insurance, net 1,686 1,733 (47) (2.7) % Parts, service and accessories 3,395 3,580 (185) (5.2) % Total revenue per retail vehicle (1) 18,556 18,923 (367) (1.9) % Gross Profit per vehicle New vehicles $ 1,705 $ 2,080 $ (375) (18.0) % Pre-owned vehicles 1,407 883 524 59.3 % Finance and insurance, net 1,686 1,733 (47) (2.7) % Parts, service and accessories 1,556 1,633 (77) (4.7) % Total gross profit per vehicle (2) 4,956 5,125 (169) (3.3) % ____________________ (1) Calculated as total powersports segment revenue excluding wholesale revenue divided by new and pre-owned retail units sold.
Biggest changeGross profit per retail unit sold improved 5.1%, as depicted below. 23 T able of Contents Key Operating Metrics - Powersports ($ in millions except per vehicle) 2025 2024 Change % Change Revenue New retail vehicles $ 555.5 $ 616.4 $ (60.9) (9.9) % Pre-owned retail vehicles 206.6 202.1 4.5 2.2 % Wholesale 16.7 24.1 (7.4) (30.7) % Finance and insurance, net 97.3 102.4 (5.1) (5.0) % Parts, service and accessories 197.8 206.2 (8.4) (4.1) % Total powersports revenue $ 1,073.9 $ 1,151.2 $ (77.3) (6.7) % Gross Profit New retail vehicles $ 72.9 $ 72.4 $ 0.5 0.7 % Pre-owned retail vehicles 34.1 32.5 1.6 4.9 % Wholesale (0.4) (0.9) 0.5 55.6 % Finance and insurance, net 97.3 102.4 (5.1) (5.0) % Parts, service and accessories 92.3 94.5 (2.2) (2.3) % Total powersports gross profit $ 296.2 $ 300.9 $ (4.7) (1.6) % Vehicle Units Sold New retail vehicles 38,459 42,464 (4,005) (9.4) % Pre-owned retail vehicles 18,416 18,275 141 0.8 % Total retail vehicles 56,875 60,739 (3,864) (6.4) % Wholesale 5,019 4,249 770 18.1 % Total vehicles sold 61,894 64,988 (3,094) (4.8) % Revenue per vehicle New retail vehicles $ 14,444 $ 14,516 $ (72) (0.5) % Pre-owned retail vehicles 11,219 11,059 160 1.4 % Wholesale 3,327 5,672 (2,345) (41.3) % Finance and insurance, net 1,711 1,686 25 1.5 % Parts, service and accessories 3,478 3,395 83 2.4 % Total revenue per retail vehicle (1) 18,588 18,556 32 0.2 % Gross Profit per retail vehicle New vehicles $ 1,896 $ 1,705 $ 191 11.2 % Pre-owned vehicles 1,852 1,778 74 4.2 % Finance and insurance, net 1,711 1,686 25 1.5 % Parts, service and accessories 1,623 1,556 67 4.3 % Total gross profit per vehicle (2) 5,208 4,954 254 5.1 % ___________________ (1) Calculated as total powersports revenue excluding wholesale revenue divided by new and pre-owned retail units sold.
Powersports Segment Revenue Revenue is comprised of powersports vehicle sales, finance and insurance products bundled with retail vehicle sales (“F&I”), and parts, service and accessories/merchandise (“PSA”). We sell both new and pre-owned powersports vehicles through retail and wholesale channels. F&I and PSA revenue is earned through retail channels.
Powersports Revenue Revenue is comprised of powersports vehicle sales, finance and insurance products bundled with retail vehicle sales (“F&I”), and parts, service and accessories/merchandise (“PSA”). We sell both new and pre-owned powersports vehicles through retail and wholesale channels. F&I and PSA revenue is earned through retail channels.
The judgments, assumptions and estimates used by management are based on historical experience, management’s experience, and other factors, which are believed to be reasonable under the circumstances.
The judgments, assumptions and estimates used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances.
The Company's consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which assumes the continuity of operations, the realization of assets and the satisfaction of liabilities as they come due in the normal course of business.
Our consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which assumes the continuity of operations, the realization of assets and satisfaction of liabilities as they come due in the normal course of business.
See Notes 4, 8 and 9 to our consolidated financial statements for further information on our floor plan lines, long-term debt, finance lease obligation and commitments under operating leases.
See Notes 4, 8 and 9 to our consolidated financial statements for further information on our floor plan lines of credit, long-term debt, finance lease obligation and commitments under operating leases.
If the carrying amount exceeds the reporting unit's fair value, we recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. We recognize any impairment loss in operating income.
If the carrying amount exceeds the reporting unit's fair value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit's fair value. We recognize any impairment loss in operating income.
However, if based on the qualitative assessment we conclude that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or if we elect to bypass the optional qualitative assessment as provided for under GAAP, we proceed with performing the quantitative impairment test.
However, if based on the qualitative assessment we conclude that it is more likely than not that the fair value is less than its carrying amount, or if we elect to bypass the optional qualitative assessment as provided for under GAAP, we proceed with performing a quantitative impairment test.
Because of the nature of the judgments and assumptions made by management, actual results could differ materially from these judgments and estimates, which could have a material impact on the carrying values of the Company’s assets and liabilities and the results of operations.
Because of the nature of the judgments and assumptions made by management, actual results could differ materially, which could have a material impact on the carrying values of the Company’s assets and liabilities and the results of operations.
The fair value measurement associated with the quantitative goodwill and franchise rights tests is based on significant inputs that are not observable in the market and thus represents a Level 3 measurement. Changes in the underlying assumptions used to value franchise rights could significantly increase or decrease the fair value estimates used for impairment assessments.
The fair value measurement associated with the quantitative franchise rights test is based on significant inputs that are not observable in the market and thus represents a Level 3 measurement. Changes in the underlying assumptions used to value franchise rights could significantly increase or decrease the fair value estimates used in our impairment assessment.
See Index to Financial Statements and Financial Statement Schedules beginning on page F-1 of this 2024 Form 10-K. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. See Index to Financial Statements and Financial Statement Schedules beginning on page F-1 of this 2025 10-K. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.
Vehicle Transportation Services Segment Revenue Revenue is derived from freight brokerage agreements with dealers, distributors, or private party individuals to transport vehicles from a point of origin to a designated destination. The freight brokerage agreements are fulfilled by independent third-party transporters who must meet our performance obligations and standards.
Vehicle Transportation Services Revenue Revenue was derived from freight brokerage agreements with dealers, distributors, or private party individuals to transport vehicles from a point of origin to a designated destination. The freight brokerage agreements were fulfilled by independent third-party transporters who met our performance obligations and standards.
We also offer parts, apparel, accessories, finance & insurance products and services, and aftermarket products from a wide range of manufacturers. Additionally, we offer a full suite of repair and maintenance services. As of December 31, 2024 , w e operated 56 retail locations located predominantly in the Sunbelt region.
We also offer parts, apparel, accessories, finance & insurance products and services, and aftermarket products from a wide range of manufacturers. Further, we offer a full suite of powersports repair and maintenance services. As of December 31, 2025 , w e operated 48 retail locations located predominantly in the Sunbelt region of the United States.
In 2024, cash flows from investing activities benefited from lower capital expenditures and the December 2024 sale-leaseback transaction of a certain dealership with a related party (see Notes 9 and 15).
In 2024, cash flows from investing activities benefited from the December 2024 sale-leaseback of a certain dealership location consummated with a related party (see Notes 9 and 15).
Given this seasonality, we expect our quarterly results of operations, including our revenue, gross profit, profit/loss, and cash flow, to vary accordingly. 25 Table of Contents Liquidity and Capital Resources Our primary sources of liquidity are cash and amounts available under our floor plan lines of credit.
As a result of the above, we expect our quarterly results of operations, including our revenue, gross profit, profit/loss, and cash flow, to vary accordingly. Liquidity and Capital Resources Our primary sources of liquidity are cash and amounts available under our floor plan lines of credit.
Our primary uses of cash from operating activities are purchases of inventory, parts and merchandise; cash used to acquire customers; interest payments on long-term debt, trade floor plan borrowings, and the finance lease obligation; rental costs for facilities; and personnel-related expenses.
Our primary uses of cash from operating activities are for purchases of inventory, parts and merchandise; cash used to acquire customers; interest on long-term debt, trade floor plan borrowings, and the finance lease obligation; rent for facilities; and personnel-related expenses. Cash flows provided by operating activities declined $83.5 million in 2025.
The interest rates on these floor plan notes payable commitments vary by lender and are variable rates. Floor plan interest expense also includes the amortization of the costs to obtain these credit lines as well as certain costs to modify these credit lines.
The interest rates on these floor plan notes payable commitments vary by lender and are variable rates. Floor plan interest expense also includes the amortization of the costs to obtain these credit lines as well as certain costs to modify these credit lines. Floor plan interest expense in 2025 was lower than 2024 primarily due to lower average inventory levels.
We may opportunistically choose to shift our inventory mix to higher or lower cost vehicles, or to opportunistically raise or lower our prices relative to market to take advantage of demand/supply imbalances in our sales channels, which could temporarily lead to gross profits increasing or decreasing in any given channel. 20 Table of Contents Vehicles Sold We define vehicles sold as the number of vehicles sold through retail and wholesale channels in each period.
We may opportunistically choose to shift our inventory mix to higher or lower cost vehicles, or to opportunistically raise or lower our prices relative to market to take advantage of demand/supply imbalances in our sales channels, which could temporarily lead to gross profits increasing or decreasing in any given channel.
December 31, ($ in millions) 2024 2023 Change Asset-based financing: Floor lines for inventory $ 209.9 $ 291.3 $ (81.4) Total asset-based financing 209.9 291.3 (81.4) Term loan facility 227.1 248.7 (21.6) 6.75% convertible senior notes (1) 38.8 38.8 — Notes payable 1.5 2.1 (0.6) RumbleOn Finance secured loan facility (2) — 12.2 (12.2) Total principal of long-term debt and floor lines payable 477.3 593.1 (115.8) Less: unamortized debt discount and issuance costs (16.3) (29.3) 13.0 Total debt, net $ 461.0 $ 563.8 $ (102.8) (1) Repaid on January 2, 2025.
December 31, ($ in millions) 2025 2024 Change Asset-based financing: Floor plan lines of credit for inventory $ 218.4 $ 209.9 $ 8.5 Total asset-based financing 218.4 209.9 8.5 Term loan facility 207.7 227.1 (19.4) Subordinated loans 10.0 — 10.0 6.75% convertible senior notes (1) — 38.8 (38.8) Notes payable 1.1 1.5 (0.4) Total principal of long-term debt and floor lines payable 437.2 477.3 (40.1) Less: unamortized debt discount and issuance costs (11.2) (16.3) 5.1 Total debt, net $ 426.0 $ 461.0 $ (35.0) (1) Repaid on January 2, 2025.
These costs are not reflected in the proceeds. Cash flows from financing activities primarily relate to our short and long-term debt activity and proceeds from equity issuances, which have been used to provide working capital and for general corporate purposes, including paying down our debt.
These costs were not reflected in the net proceeds in 2024. The cash payments are included in the “other” line in 2025. Cash flows from financing activities are primarily related to our short and long-term debt activity and proceeds from equity issuances, both of which have been used to provide working capital and fund general corporate activities, including debt repayments.
We have grown primarily through acquisitions. Powersports Segment 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 (“ATV”), utility terrain or side-by-side vehicles (“SXS”), personal watercraft (“PWC”), snowmobiles, and other powersports products.
Powersports 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 (“ATV”), utility terrain or side-by-side vehicles (“SXS”), personal watercraft (“PWC”), and other powersports products. Additionally, we source high quality pre-owned inventory directly from consumers via our proprietary RideNow Cash Offer tool.
Financing Activities ($ in millions) 2024 2023 Change Repayments of debt $ (36.0) $ (111.7) $ 75.7 Increase (decrease) in non-trade floor plan borrowings, net (53.0) 42.5 (95.5) Proceeds from sale-leaseback transaction — 50.0 (50.0) Net proceeds from sale of common stock in rights offerings (1) 9.8 98.4 (88.6) Other (1.4) (1.0) (0.4) Net cash provided by (used in) financing transactions $ (80.6) $ 78.2 $ (158.8) (1) As of December 31, 2024, the Company had accrued $0.7 million for costs incurred to effect the 2024 rights offering that had not yet been paid.
Financing Activities Year ended December 31, ($ in millions) 2025 2024 Change Repayment of debt $ (61.1) $ (36.0) $ (25.1) Decrease in non-trade floor plan borrowings, net (15.0) (53.0) 38.0 Proceeds from issuance of subordinated debt 10.0 — 10.0 Net proceeds from sale of Class B common stock in rights offering (1) — 9.8 (9.8) Other (0.9) (1.4) 0.5 Net cash used in financing activities $ (67.0) $ (80.6) $ 13.6 (1) As of December 31, 2024, the Company had accrued $0.7 million for costs incurred to effect the 2024 rights offering that had not yet been paid.
Key factors impacting our operating results include increasing brand awareness, maximizing the opportunity to source vehicles from consumers and dealers, and enhancing the selection and timing of vehicles we make available for sale to our customers.
Key factors impacting our operating results include increasing brand awareness; maximizing the opportunity to source pre-owned vehicles from consumers, dealers and auctions; and enhancing the selection and timing of vehicles we make available for sale to our customers. We review the Powersports segment metrics in total. As previously disclosed, we sold or closed five underperforming stores during 2025.
(2) Repaid on January 2, 2024. 26 Table of Contents The following table sets forth a summary of our cash flows: ($ in millions) 2024 2023 Change Net cash provided by (used in) operating activities $ 99.4 $ (38.9) $ 138.3 Net cash provided by (used in) investing activities 0.9 (19.1) 20.0 Net cash provided by (used in) financing activities (80.6) 78.2 (158.8) Net cash used in discontinued operations — (1.8) 1.8 Net increase in cash and restricted cash $ 19.7 $ 18.4 $ 1.3 Operating Activities Our primary sources of operating cash flows result from the sales of new and pre-owned powersports vehicles and ancillary products.
The following table sets forth a summary of our cash flows for the years ended December 31, 2025 and 2024, respectively: ($ in millions) 2025 2024 Change Net cash provided by operating activities $ 15.9 $ 99.4 $ (83.5) Net cash provided by (used in) investing activities (2.7) 0.9 (3.6) Net cash used in financing activities (67.0) (80.6) 13.6 Net increase (decrease) in cash and restricted cash $ (53.8) $ 19.7 $ (73.5) Operating Activities Our primary sources of operating cash flows are from the sales of new and pre-owned powersports vehicles and ancillary products.
We first review qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount; if we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then our goodwill is not considered to be impaired.
If we determine that it is not more likely than not that the fair value of franchise rights exceeds its carrying amount, our franchise rights are not considered to be impaired.
Terms not defined in this MD&A have the meanings ascribed to them in the consolidated financial statements.
Unless otherwise specified, the meanings of all defined terms in this MD&A are consistent with the meanings of such terms as defined in the Notes to Consolidated Financial Statements. Terms not defined in this MD&A have the meanings ascribed to them in the consolidated financial statements.
Sales and traffic are typically slowest in the winter quarter but increase in the spring season, coinciding with tax refunds and improved weather conditions.
Seasonality The powersports industry is seasonal with the strongest traffic and sales generally occurring in the spring and summer quarters. 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.
Franchise rights and the remaining goodwill are tested for impairment annually as of October 1, or whenever events or changes in circumstances indicate that an impairment may exist.
Franchise rights represent the fair value at acquisition that is attributed to the right to operate various franchises in a dealership or group of dealerships and are tested for impairment annually as of October 1, or whenever events or changes in circumstances indicate that an impairment may exist.
Total Gross Profit per Unit Total gross profit per unit is the aggregate gross profit of the powersports segment in a given period, divided by retail powersports units sold in that period.
Additionally, vehicles sold increases our base of customers and improves brand awareness and repeat sales. 22 T able of Contents Total Gross Profit per Unit Total gross profit per unit is the aggregate gross profit of the powersports segment in a given period, divided by retail powersports units sold in that period.
Investing Activities ($ in millions) 2024 2023 Change Payments for acquisitions, net of cash acquired $ (0.7) $ (3.3) $ 2.6 Proceeds from sale-leaseback of certain dealership property 4.0 — 4.0 Purchase of property and equipment (2.0) (13.7) 11.7 Technology development (0.4) (2.1) 1.7 Net cash provided by (used in) investing activities $ 0.9 $ (19.1) $ 20.0 Our primary use of cash for investing activities is for acquisitions and investments to support our operations.
Inventory as of the end of 2025 was $16.8 million higher than inventory at the end of 2024. 28 T able of Contents Investing Activities Year ended December 31, ($ in millions) 2025 2024 Change Payments for acquisitions, net of cash acquired $ — $ (0.7) $ 0.7 Proceeds from sale of assets 3.1 4.0 (0.9) Purchase of property and equipment (5.6) (2.0) (3.6) Technology development (0.2) (0.4) 0.2 Net cash provided by (used in) investing activities $ (2.7) $ 0.9 $ (3.6) The primary use of cash associated with investing activities is related to acquisitions and investments in technology and property and equipment to support our operations.
Unless otherwise noted, comparisons are of results for the year ended December 31, 2024 or “this year” to those for for the year ended December 31, 2023 or “last year.” Overview RumbleOn, Inc. operates through two operating segments: our powersports dealership group and Wholesale Express, LLC (“Express”), a vehicle transportation services provider. We were incorporated in 2013.
Unless otherwise noted, comparisons are of results for the year ended December 31, 2025 (“this year”) to those for the year ended December 31, 2024 (“last year”). Overview RideNow Group, Inc., a Nevada corporation, was incorporated in 2013 and operates a powersports dealership group. We have primarily grown through acquisitions.
Vehicles Delivered We define vehicles delivered as the number of vehicles delivered from a point of origin to a designated destination under freight brokerage agreements with dealers, distributors, or individuals. Vehicles delivered are the primary driver of revenue and, in turn, profitability in the vehicle transportation services segment.
We were considered the principal in the delivery transactions since we were primarily responsible for fulfilling the service. Vehicles Delivered We define vehicles delivered as the number of vehicles delivered from a point of origin to a designated destination under freight brokerage agreements with dealers, distributors, or individuals.
Vehicles sold is the primary driver of our revenue and gross profit. Vehicles sold also impacts complementary revenue streams, such as F&I and PSA. Vehicles sold increases our base of customers and improves brand awareness and repeat sales.
Vehicles Sold We define vehicles sold as the number of vehicles sold through retail and wholesale channels in each period. This metric is the primary driver of our revenue and gross profit and also impacts complementary revenue streams, such as F&I and PSA.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements and the related notes included in this 2024 Form 10-K. This discussion may contain forward-looking statements.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Introduction The following discussion should be read in conjunction with our audited consolidated financial statements and the related Notes that appear in Part IV of this 2025 10-K. References to “Note” or “Notes” pertains to the Notes to the Consolidated Financial Statements.
We base our estimates on historical experience and various other assumptions we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, impacting our reported results of operations and financial condition.
We base these estimates on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Selling, General and Administrative (“SG&A”) Expenses ($ in millions) 2024 2023 $ Change % Change Compensation and related costs $ 159.4 $ 199.5 $ (40.1) (20.1) % Facilities 45.2 44.5 0.7 1.6 % General and administrative 32.3 43.5 (11.2) (25.7) % Advertising and marketing 19.1 29.4 (10.3) (35.0) % Professional fees 13.0 13.2 (0.2) (1.5) % Stock based compensation 4.6 12.0 (7.4) (61.7) % Technology development and software 1.8 5.2 (3.4) (65.4) % Total SG&A expenses $ 275.4 $ 347.3 $ (71.9) (20.7) % During 2024, the Company continued to manage costs and implement certain additional cost savings initiatives, resulting in SG&A expenses being lower overall by $71.9 million.
Key Operating Metrics - Vehicle Transportation Services ($ in millions) 2025 2024 Change % Change Vehicles Transported (#) 13,236 97,468 (84,232) (86.4) % Vehicle Transportation Services Revenue $ 8.6 $ 58.0 $ (49.4) (85.2) % Vehicle Transportation Services Gross Profit $ 1.8 $ 13.4 $ (11.6) (86.6) % 25 T able of Contents Selling, General and Administrative (“SG&A”) Expenses ($ in millions) 2025 2024 $ Change % Change Compensation and related costs $ 147.0 $ 159.4 $ (12.4) (7.8) % Facilities 45.7 45.2 0.5 1.1 % General and administrative 30.1 32.3 (2.2) (6.8) % Advertising and marketing 15.1 19.1 (4.0) (20.9) % Professional fees 14.7 13.0 1.7 13.1 % Stock based compensation 2.1 4.6 (2.5) (54.3) % Technology development and software 1.6 1.8 (0.2) (11.1) % Total SG&A expenses $ 256.3 $ 275.4 $ (19.1) (6.9) % Total SG&A as a % of gross profit 86.0 % 87.6 % (160) bps “bps” = basis points (i.e., 1/100th of a percent = one basis point) During 2025, the Company continued to manage costs, resulting in SG&A expenses being lower overall by $19.1 million.
Interest on our term loan, which is charged at variable rates, comprises the majority of other interest expense. Average borrowings under the term loan in 2024 were considerably lower than 2023 due to the significant amount of debt paid down in the latter part of 2023.
Our term loan, which is charged at variable rates, comprises the majority of other interest expense. Interest expense on the term loan was lower due to a $20.0 million paydown made in conjunction with the amendment discussed in Note 8, an additional $1.9 million of the term loan paid down in October 2025, and lower average interest rates.
We had the following liquidity resources available: ($ in millions) December 31, 2024 2023 Cash $ 85.3 $ 58.9 Restricted cash (1) 11.4 18.1 Total cash and restricted cash 96.7 77.0 Availability under powersports floor plan lines of credit 146.2 165.0 Total available liquidity $ 242.9 $ 242.0 (1) Amounts included in restricted cash are primarily comprised of the deposits required under the Company’s various floorplan lines of credit and while it was still outstanding at the end of 2023, the RumbleOn Finance line of credit.
As of December 31, 2025 and 2024, respectively, the following liquidity resources were available: ($ in millions) 2025 2024 Cash $ 29.5 $ 85.3 Restricted cash (1) 13.4 11.4 Total cash and restricted cash 42.9 96.7 Availability under powersports floor plan lines of credit 123.1 146.2 Total available liquidity $ 166.0 $ 242.9 (1) Amounts included in restricted cash are primarily comprised of the deposits required under the Company’s floor plan lines of credit. 27 T able of Contents Our financial statements reflect estimates and assumptions made by management that affect the carrying values of the Company’s assets and liabilities, disclosures of contingent assets and liabilities, and the reported amounts of revenue and expenses during the reporting period.
On January 2, 2025, we repaid principal of $38.8 million plus accrued interest due under our 6.75% convertible senior notes. KEY MEASURES OF OUR PERFORMANCE We regularly review a number of key metrics to manage our business and evaluate financial and operating performance, such as revenue, volume and gross profit measures.
We continue to evaluate those areas of our business that we can control in order to improve the Company’s results. KEY MEASURES OF OUR PERFORMANCE We regularly review a number of key metrics, including revenue, sales volume and gross profit in order to manage the business and evaluate financial and operating performance, such as revenue, volume and gross profit measures.
Non-trade floor plan borrowings are amounts outstanding under floor plan credit lines that are owed to third parties other than the powersports vehicle manufacturers’ captive finance subsidiaries. The decrease in non-trade floor plan net borrowings was impacted by our efforts to reduce inventory days on hand. Proceeds from a sale-leaseback transaction in 2023 involved the sale of eight dealership properties.
Non-trade floor plan borrowings are amounts outstanding under floor plan credit lines that are owed to third parties other than the powersports vehicle manufacturers’ captive finance subsidiaries. We raised $10.0 million from the issuance of subordinated promissory notes to related parties in 2025, which is discussed further in Note 15.
Depreciation and Amortization ($ in millions) 2024 2023 Change % Change Depreciation and amortization $ 14.3 $ 22.0 $ (7.7) (35.0) % Depreciation and amortization was $7.7 million lower than last year, which included a $4.0 million write off of certain software due to changes in strategy and cost savings measures. 24 Table of Contents Floor Plan Interest Expense ($ in millions) 2024 2023 Change % Change Floor plan interest expense $ 16.0 $ 13.2 $ 2.8 21.2 % We have floor plan agreements with both manufacturer-affiliated finance companies and with related and non-related third parties for most new and certain pre-owned vehicles.
In 2025, we recognized a gain on the sale of two California dealerships, and in 2024 we recognized a loss associated with a sale-leaseback transaction in 2024 Floor Plan Interest Expense ($ in millions) 2025 2024 Change % Change Floor plan interest expense $ 11.0 $ 16.0 $ (5.0) (31.3) % We have floor plan agreements with both manufacturer-affiliated finance companies and with related and non-related third parties for most new and certain pre-owned vehicles.
Income Tax Provision (Benefit) from Continuing Operations ($ in millions) 2024 2023 Change % Change Income tax provision (benefit) $ (0.2) $ 59.3 $ (59.5) (100.3) % Effective tax rate 0.3 % (38.2) % In 2024 our income tax benefit was limited due to our valuation allowance.
Income Tax Provision (Benefit) ($ in millions) 2025 2024 Change % Change Income tax provision (benefit) $ 0.3 $ (0.2) $ 0.5 (250.0) % Effective tax rate (0.6) % 0.4 % Our income taxes are impacted by our valuation allowance. For further discussion on income taxes, see Note 12.
Interest expense also benefited from the adoption of a new accounting standard that resulted in lower non-cash interest expense for our convertible debt. See Note 8 for details on our debt instruments and Note 14 for supplemental cash flow information.
See Note 8 for details on our debt instruments and Note 14 for supplemental cash flow information. Other Income ($ in millions) 2025 2024 Change Other income $ 0.6 $ 0.5 $ 0.1 Other income consists of miscellaneous income.
Working capital at any specific point in time is subject to many variables, including seasonality, the timing of cash receipts and payments, and vendor payment terms.
Cash provided by operations in 2024 was higher from our initiatives surrounding reducing excess inventory and the settlement of the $15.4 million receivable from the 2023 sale of a loan portfolio that was not repeated in the current year. Our working capital is subject to many variables, including seasonality, the timing of cash receipts and payments, and vendor payment terms.
Our financial statements reflect estimates and assumptions made by management that affect the carrying values of the Company’s assets and liabilities, disclosures of contingent assets and liabilities, and the reported amounts of revenue and expenses during the reporting period.
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.
Other Interest Expense ($ in millions) 2024 2023 Change % Change Term loan $ 42.1 $ 52.9 $ (10.8) (20.4) % Convertible debt 2.6 5.8 (3.2) (55.2) % Finance lease obligation (1) 4.6 1.1 3.5 318.2 % ROF line of credit — 2.7 (2.7) (100.0) % Interest income (1.5) — (1.5) NM Other 0.3 1.5 (1.2) (80.0) % Other interest expense, net $ 48.1 $ 64.0 $ (15.9) (24.8) % (1) See discussion of the September 2023 sale-leaseback transaction in Note 9.
See Notes 4, 14 and 15 for information on our Floor Plan Lines and related interest. 26 T able of Contents Other Interest Expense ($ in millions) 2025 2024 Change % Change Term loan $ 36.8 $ 42.1 $ (5.3) (12.6) % Subordinated loans 0.5 — 0.5 NM Convertible debt — 2.6 (2.6) (100.0) % Finance lease obligation 4.6 4.6 — — % Interest income (0.7) (1.5) 0.8 (53.3) % Other 0.3 0.3 — — % Other interest expense, net $ 41.5 $ 48.1 $ (6.6) (13.7) % Other interest expense, net, includes interest on the term loan issued in conjunction with prior acquisitions, interest on convertible debt, which was paid off in January 2025, interest on subordinated loans entered into in August 2025, interest on a finance lease obligation due to the accounting treatment of a 2023 sale-leaseback transaction involving eight dealership properties, interest on notes for fleet used in our operations, and interest income on our cash balances.
Impairment of Franchise Rights and Other Intangible Assets The non-cash impairment charge resulting from our annual impairment test was $39.3 million compared to $60.1 million in 2023. These charges and the estimates involved are discussed further in Critical Accounting Estimates and Note 1.
Impairment of Intangible Assets ($ in millions) 2025 2024 Change % Change Impairment of intangible assets $ 34.8 $ 39.3 $ (4.5) (11.5) % Both years include intangible asset impairment charges that, along with the estimates involved, are discussed further in Critical Accounting Estimates and Note 1.
SG&A expenses in 2023 included certain expenses that did not recur in 2024, such as $5.3 million of personnel restructuring costs, $5.1 million of charges related to a proxy contest and reorganization of the Board, and $2.7 million of integration costs and professional fees associated with acquisitions.
Both years contained certain expenses that we consider to be not associated with our ongoing operations, such as professional fees for services related to the legal matters discussed in Note 17, that totaled $9.5 million in 2025 and $4.2 million in 2024 and the costs associated with the termination of executives that totaled $1.1 million in 2025 and $0.1 million in 2024.
Management believes that current working capital, results of operations, and existing financing arrangements are sufficient to fund operations for at least one year from the financial statement date. The term loan facility shown in the table below is due August 31, 2026, so it becomes current in the third quarter of 2025.
We believe that current working capital, results of operations, and existing financing arrangements are sufficient to fund operations for at least twelve months from the financial statement date. The Company may need to obtain additional financing to support its long range plans and to refinance its indebtedness on or prior to its maturity.
Removed
See Forward-Looking and Cautionary Statements and Risk Factors for a discussion of the uncertainties and risks associated with these statements. Unless otherwise specified, the meanings of all defined terms in this MD&A are consistent with the meanings of such terms as defined in the Notes to Consolidated Financial Statements.
Added
Through December 31, 2025, we operated through two operating segments: our powersports dealership group and a vehicle transportation services provider. In December 2025, we ceased providing vehicle transportation services to third parties.
Removed
We source high quality pre-owned inventory directly from consumers via our proprietary RideNow Cash Offer technology. Vehicle Transportation Services Segment Express provides transportation brokerage services facilitating automobile transportation primarily between and among dealerships and auctions through an asset-light business model.
Added
Vehicle Transportation Services During the years ended December 31, 2024 and 2025, we provided transportation brokerage services facilitating automobile transportation primarily between and among automotive dealerships and auctions through an asset-light business model. In the first quarter of 2025, several employees, including almost all brokers, exited the Company, which resulted in a significant decline in shipping volume.
Removed
In the first quarter of 2025, several employees, including almost all brokers, exited Express, which is expected to reduce the volume of business conducted by this segment in 2025. 19 Table of Contents While Express is in the process of hiring additional employees, including brokers, we expect 2025 volume to be substantially less than what was generated in 2024 as we rebuild the business.
Added
Ultimately, the Company ceased the operations of this segment in December 2025. 21 T able of Contents Prior to acquisitions of dealerships beginning in 2021, we operated primarily using an online model to buy and sell pre-owned powersports. Since that time, we have shifted to focus on owning and operating powersports retail stores.
Removed
Discontinued Operations Through June 30, 2023, we participated in the pre-owned automotive industry, the results of which are reported as discontinued operations. See Note 17 for more information. Recent Developments Effective January 13, 2025, our Board appointed our Chairman, Michael Quartieri, as CEO of the Company. Mr.
Added
Part of this strategy shift consists of evaluating our current operations to identify cost savings and gross margin improvement opportunities by reviewing current store operations.
Removed
Quartieri previously served as Chief Financial Officer of Dave and Buster’s Entertainment, Inc. and has other executive level corporate experience with other public companies. Mr. Quartieri replaced Michael Kennedy, whose employment as the Company’s CEO ended on January 13, 2025. The performance stock options previously granted to Mr.
Added
During 2025, we implemented the following cost savings and gross margin improvement initiatives and debt management actions: • Consolidated two smaller DFW area stores into a new, larger Fort Worth location • Closed underperforming stores in Sturgis, South Dakota; Houston, Texas; and Cincinnati, Ohio • Sold underperforming stores in Vista, California and El Cajon, California • Amended and extended the term loan facility to September 30, 2027 with a lower interest rate • Repaid $61.1 million of debt principal, including the full repayment of the $38.8 million 6.75% convertible senior notes.
Removed
Kennedy were forfeited, but severance payments and COBRA benefits will be paid over 12 months to Mr. Kennedy in accordance with his Employment Agreement. In addition, Cameron Tkach, who previously served as the Company’s Vice President, Dealership Operations, was appointed Executive Vice President and Chief Operating Officer.
Added
As a result, management has now begun reviewing Powersports segment metrics on a same store basis as well. Same store measures reflect results for stores that were operating as of December 31, 2025 and exclude fleet sales. We believe same store metrics assist in providing insight on operating trends within our core business.
Removed
Express is considered the principal in the delivery transactions since it is primarily responsible for fulfilling the service. Express provided transportation services to the discontinued automotive segment, prior to its wind down.
Added
Vehicles delivered were the primary driver of revenue and, in turn, profitability in the vehicle transportation services segment. Total Gross Profit Per Unit Total gross profit per vehicle transported represented the difference between the price received from customers and our cost to contract an independent third-party transporter divided by the number of vehicles transported.
Removed
Total Gross Profit Per Unit Total gross profit per vehicle transported represents the difference between the price received from non-affiliated customers and our cost to contract an independent third-party transporter divided by the number of third-party vehicles transported. 21 Table of Contents Results of Operations ($ in millions) 2024 2023 $ Change % Change Revenue Powersports vehicles $ 842.6 $ 951.4 $ (108.8) (11.4) % Parts, service, accessories 206.2 241.8 (35.6) (14.7) % Finance and insurance, net 102.4 117.0 (14.6) (12.5) % Vehicle transportation services 58.0 56.2 1.8 3.2 % Total revenue 1,209.2 1,366.4 (157.2) (11.5) % Gross Profit Powersports vehicles 104.0 118.9 (14.9) (12.5) % Parts, service, accessories 94.5 110.3 (15.8) (14.3) % Finance and insurance 102.4 117.0 (14.6) (12.5) % Vehicle transportation services 13.4 13.7 (0.3) (2.2) % Total gross profit 314.3 359.9 (45.6) (12.7) % SG&A expenses 275.4 347.3 (71.9) (20.7) % Impairment of goodwill and franchise rights 39.3 60.1 (20.8) (34.6) % Depreciation and amortization 14.3 22.0 (7.7) (35.0) % Operating loss (14.7) (69.5) 54.8 78.8 % Non-operating expense: Floor plan interest expense (16.0) (13.2) (2.8) 21.2 % Other interest expense (48.1) (64.0) 15.9 (24.8) % Other expense — (8.4) 8.4 (100.0) % Total non-operating expense (64.1) (85.6) 21.5 (25.1) % Loss from continuing operations before income taxes (78.8) (155.1) 76.3 49.2 % Income tax provision (benefit) - continuing operations (0.2) 59.3 (59.5) NM Loss from continuing operations $ (78.6) $ (214.4) $ 135.8 63.3 % NM = not meaningful.
Added
Results of Operations Revenue and Gross Profit ($ in millions) 2025 2024 $ Change % Change Revenue Powersports vehicles $ 778.8 $ 842.6 $ (63.8) (7.6) % Parts, service, accessories 197.8 206.2 (8.4) (4.1) % Finance and insurance, net 97.3 102.4 (5.1) (5.0) % Vehicle transportation services 8.6 58.0 (49.4) (85.2) % Total revenue $ 1,082.5 $ 1,209.2 $ (126.7) (10.5) % Gross Profit Powersports vehicles $ 106.6 $ 104.0 $ 2.6 2.5 % Parts, service, accessories 92.3 94.5 (2.2) (2.3) % Finance and insurance 97.3 102.4 (5.1) (5.0) % Vehicle transportation services 1.8 13.4 (11.6) (86.6) % Total gross profit $ 298.0 $ 314.3 $ (16.3) (5.2) % Total revenue declined $126.7 million, primarily due to a lower volume of powersports vehicles sold, fewer retail stores during the period, and the decline from the vehicle transportation services business, which ceased operations in 2025.
Removed
Revenue Total revenue declined $157.2 million, primarily due to declines in revenue from powersports vehicles sold and ancillary powersports products and services, partially offset by higher revenue from vehicle transportation services. Gross Profit Gross profit decreased in total by $45.6 million, primarily driven by the lower level of revenue from powersports vehicles and ancillary powersports products and services.
Added
Revenue from powersports vehicles sold decreased $63.8 million, with 3,094 fewer vehicles sold primarily during the first half of 2025. The lower volume also negatively impacted the auxiliary sales of parts, service, and accessories as well as F&I. Overall, the average total revenue per retail vehicle (which includes PSA and F&I) in 2025 decreased by $32, or 0.2%.
Removed
Gross profit in 2023 included a $12.6 million write-down of certain pre-owned powersports vehicles to their net realizable value recognized in the fourth quarter, as selling prices had generally decreased from their values that had been inflated due to the pandemic-related shortage of supply.
Added
Additional information on our revenue is depicted in the tables below. Total Company gross profit decreased $16.3 million compared to last year, with the majority of that decrease coming from the vehicle transportation services business.
Removed
(2) Calculated as total gross profit divided by new and pre-owned retail powersports units sold. 23 Table of Contents Total powersports revenue decreased $159.0 million, with 7,674 fewer vehicles sold. During 2024, the Company recorded, on average, $12,884 more in total revenue per vehicle sold via retail channels (which benefit from ancillary products) than those sold via wholesale channels.
Added
While lower volume of powersports vehicles sold impacted total gross profit including that from PSA and F&I, gross profit per powersports vehicles sold increased 2.5%, or $2.6 million.
Removed
Overall, the average revenue per vehicle in 2024 decreased by $367. Powersports vehicle gross profit decreased by $45.2 million compared to last year, which included $12.6 million write-down of inventory to net realizable value. Macroeconomic conditions were the primary driver of the decrease in total gross profit.
Added
(2) Calculated as total powersports gross profit divided by new and pre-owned retail powersports units sold. Same store revenue and gross profit for powersports is calculated on the same basis as total powersports, but excludes fleet sales and the effects in all periods presented of the five stores that permanently closed during 2025.
Removed
Vehicle Transportation Services 2024 2023 Change % Change Revenue ($ in millions) $ 58.0 $ 56.2 $ 1.8 3.2 % Gross Profit ($ in millions) 13.4 13.7 (0.3) (2.2) % Vehicles transported 97,468 91,774 5,694 6.2 % Revenue per vehicle transported $ 595 $ 612 $ (17) (2.8) % Gross Profit per vehicle transported 137 149 (12) (8.1) % Total revenue for vehicle transportation services increased $1.8 million due to primarily growth in number of vehicles transported, partially offset by a reduction in revenue per vehicle transported.
Added
These metrics follow: 24 T able of Contents Same Store Key Operating Metrics ($ in millions except units and per vehicle) 2025 2024 Change % Change Same Store Revenue New retail vehicles $ 541.9 $ 590.6 $ (48.7) (8.2) % Pre-owned retail vehicles 199.4 187.5 11.9 6.3 % Wholesale 9.8 16.8 (7.0) (41.7) % Finance and insurance, net 87.4 88.5 (1.1) (1.2) % Parts, service and accessories 192.3 197.6 (5.3) (2.7) % Same store total powersports revenue $ 1,030.8 $ 1,081.0 $ (50.2) (4.6) % Same Store Gross Profit New retail vehicles $ 74.2 $ 69.3 $ 4.9 7.1 % Pre-owned retail vehicles 32.4 30.3 2.1 6.9 % Wholesale (0.7) (1.9) 1.2 63.2 % Finance and insurance, net 87.4 88.5 (1.1) (1.2) % Parts, service and accessories 90.6 90.0 0.6 0.7 % Same store total powersports gross profit $ 283.9 $ 276.2 $ 7.7 2.8 % Same Store Vehicle Units Sold New retail vehicles 37,433 40,756 (3,323) (8.2) % Pre-owned retail vehicles 17,747 16,862 885 5.2 % Total retail vehicles 55,180 57,618 (2,438) (4.2) % Wholesale 3,212 1,795 1,417 78.9 % Same store total vehicles sold 58,392 59,413 (1,021) (1.7) % Same Store Revenue per vehicle New retail vehicles $ 14,477 $ 14,491 $ (14) (0.1) % Pre-owned retail vehicles 11,236 11,120 116 1.0 % Wholesale 3,051 9,359 (6,308) (67.4) % Finance and insurance, net 1,584 1,536 48 3.1 % Parts, service and accessories 3,485 3,429 56 1.6 % Total revenue per retail vehicle (1) 18,681 18,761 (80) (0.4) % Same Store Gross Profit per retail vehicle New vehicles $ 1,982 $ 1,700 $ 282 16.6 % Pre-owned vehicles 1,826 1,797 29 1.6 % Finance and insurance, net 1,584 1,536 48 3.1 % Parts, service and accessories 1,642 1,562 80 5.1 % Total gross profit per vehicle (2) 5,145 4,794 351 7.3 % (1) Calculated as same store total powersports revenue excluding wholesale revenue divided by same store new and pre-owned retail units sold.
Removed
Gross profit for this segment decreased 2.2%, driven by a decrease in gross profit per vehicle that was partially offset by an increase in volume.
Added
(2) Calculated as same store total powersports gross profit divided by same store new and pre-owned retail powersports units sold.
Removed
Our total employee count at the end of 2024 was down 18.2% from the end of 2023, which also included cost savings initiatives, some of which were implemented in the latter part of 2023.
Added
Depreciation and Amortization ($ in millions) 2025 2024 Change % Change Depreciation and amortization $ 9.0 $ 14.3 $ (5.3) (37.1) % Depreciation and amortization was $5.3 million lower than last year.
Removed
Floor plan interest expense in 2024 was higher than 2023 primarily due to higher interest rates and the mix of floored inventory. See Notes 4, 14 and 15 for information on our Floor Plan Lines and related interest.
Added
Loss (Gain) on Sale of Assets ($ in millions) 2025 2024 Change % Change Loss (gain) on sale of assets $ (1.9) $ 0.5 $ (2.4) NM NM = not meaningful.

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