in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly se…

Change in Registrant’s Certifying Accountant On June 5, 2026, the Audit Committee (the "Committee") of the Board of Directors of RideNow Group, Inc. (the "Company") approved the appointment of Deloitte & Touche LLP ("Deloitte") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, effective immediately. On June 5, 2026, the Committee dismissed BDO USA, P.C. ("BDO") as the Company's independent registered public accounting firm, effective…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement Pursuant to a conditional credit increase letter (the "Credit Increase Letter") received on April 15, 2026 by certain subsidiaries of RideNow Group, Inc. (the "Company") from Polaris Acceptance ("Polaris"), on May 15, 2026, the Company entered into an Amended and Restated Inventory Financing Agreement (the "Polaris Floorplan Credit Facility") with Polaris and the dealer subsidiaries of the Company party thereto (collectively, the "Dealers"). Pursuant…

in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly se…

in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly se…

in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly se…

Chief Financial Officer — Joshua J. Barsetti: The company appointed a new Chief Financial Officer.

Entry into a Material Definitive Agreement. Subordinated Loans On August 25, 2025, RideNow Group, Inc. (the “Company”) issued separate unsecured subordinated promissory notes (collectively, the “Subordinated Notes”) payable to each of Stone House Capital Management, LLC, Face Canyon LLC, and Mark Tkach (collectively, the “Subordinated Lenders”) to evidence $3,333,334 million of unsecured subordinated loans made by each Subordinated Lender to the Company. The aggregate gross proceeds of the un…

Unregistered Sales of Equity Securities. The disclosure regarding the Amended and Restated Warrants included in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure regarding the Notes included in

Entry into a Material Definitive Agreement Subordinated Loans Commitment Letters On August 10, 2025, RumbleOn, Inc. (the “Company”) entered into separate commitment letters (collectively, the “Commitment Letters”) with each of Stone House Capital Management, LLC, Mark Tkach and Bill Coulter (collectively, the “Commitment Parties”), pursuant to which each Commitment Party has committed to make $3,333,334 of subordinated loans to the Company (collectively, the “Subordinated Loans”). The aggrega…

Director — Mr. Dominick San Angelo, Mr. Miran Maric: The Board increased its size and appointed two new independent directors.

in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly se…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The disclosure of Amendment No. 10 included in

The filing describes an amendment to the stock incentive plan, which is a routine corporate action.

in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific ref…

Ms. Kice and Ms. Treadway: Both Ms. Kice and Ms. Treadway were terminated from their positions with severance agreements.

Chief Financial Officer, Chief Legal Counsel — Tiffany Kice, Brandy Treadway: The company terminated the CFO and Chief Legal Counsel.

Director — Rachel Richards: Appointment of Rachel Richards as a director to fill the vacant seat.

Results of Operations and Financial Condition. On March 11, 2025, RumbleOn, Inc. (the “Company”) issued a press release reporting its results for the fourth quarter and year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subjec…

CEO — Mr. Kennedy: Mr. Kennedy resigned as CEO with a separation agreement.

COO — Cameron Tkach: Cameron Tkach was appointed as the new COO.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing . On January 14, 2025, RumbleOn, Inc. (the “Company”) notified the Nasdaq Stock Market, LLC (“Nasdaq”) that the Company is temporarily not in compliance with continued listing requirements as set forth in Nasdaq Listing Rules 5605(b)(1) regarding the composition of the board of directors of the Company (the “Board”) because a majority of the Board is not comprised of Independent Directors (as d…

Other Events. On January 2, 2025, RumbleOn, Inc. (the “Company”) fully repaid all $38.75 million of its outstanding 6.75% convertible senior notes due January 1, 2025 (the “Notes”) and all accrued and unpaid interest thereon. The Notes became due and payable by their terms on January 1, 2025. As of December 31, 2024, the Company had consummated the Ninth Amendment Capital Raise Transactions as required pursuant to Amendment No. 9 to the term loan credit agreement among the Company, as borrowe…