RideNow Group, Inc. Files 8-K with Key Agreements and Sales

TL;DR

RideNow Group, Inc. dropped an 8-K: new deals, debt, and stock sales confirmed.

AI Summary

On August 25, 2025, RideNow Group, Inc. filed an 8-K detailing several significant events. These include entering into a material definitive agreement, creating a direct financial obligation, and reporting unregistered sales of equity securities. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals potential new financial commitments and equity transactions for RideNow Group, Inc., which could impact its financial structure and shareholder base.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Numbers

• 001-38248 — Commission File Number (Identifies the company's SEC filing history)
• 46-3951329 — I.R.S. Employer Identification No. (Company's tax identification number)

Key Players & Entities

• RideNow Group, Inc. (company) — Registrant
• August 25, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• RumbleOn, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.001 — which registered Class B Common Stock, $0.001 par value RDNW The Nasdaq Stock Market
• $3,333,334 million — the "Subordinated Lenders") to evidence $3,333,334 million of unsecured subordinated loans made by
• $10.0 m — he Subordinated Notes, or approximately $10.0 million, were used to prepay outstanding
• $20.0 million — The prepayment was part of an aggregate $20.0 million prepayment made in satisfaction of the
• $11.09 — r of (x) the existing exercise price of $11.09 per share and (y) an amount per share e

Filing Documents

• rmbl-20250825.htm (8-K) — 34KB
• exhibit41formofwarranttopu.htm (EX-4.1) — 204KB
• exhibit101-formofsubordina.htm (EX-10.1) — 294KB
• rmbl-20250825_g1.jpg (GRAPHIC) — 124KB
• 0001596961-25-000083.txt ( ) — 1017KB
• rmbl-20250825.xsd (EX-101.SCH) — 2KB
• rmbl-20250825_def.xml (EX-101.DEF) — 16KB
• rmbl-20250825_lab.xml (EX-101.LAB) — 27KB
• rmbl-20250825_pre.xml (EX-101.PRE) — 16KB
• rmbl-20250825_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. 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 unsecured subordinated loans evidenced by the Subordinated Notes, or approximately $10.0 million, were used to prepay outstanding principal amounts of the loans (the "Senior Loans") owed under the Company's term loan credit agreement (the "Senior Credit Agreement"), among the Company, as borrower, the guarantors party thereto, the lenders party thereto, and Oaktree Fund Administration, LLC, as administrative agent and collateral agent (the "Senior Agent"). The prepayment was part of an aggregate $20.0 million prepayment made in satisfaction of the requirement set forth in Amendment No. 10 (as defined below). The Subordinated Notes are subordinated in right of payment to the Company's obligations under the Senior Credit Agreement pursuant to the terms of a subordination agreement entered into by and among the Company, the Subordinated Lenders, and the Senior Agent. The Subordinated Notes bear interest at a rate of 13.0% per annum, payable semi-annually in arrears on the last business day of each February and August, beginning February 27, 2026. Interest is payable in-kind and capitalized to the principal balance. Each Subordinated Note matures on August 31, 2028, unless earlier repaid or accelerated in accordance with its terms. In the event a Subordinated Lender participates in a Specified Equity Offering (as defined in the Subordinated Notes), the Company is required to use the net cash proceeds received from such Subordinated Lender in such Specified Equity

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure regarding the Amended and Restated Warrants included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description 4.1 Form of Amended and Restated Warrant, dated as of August 28, 2025, which amends and restates the warrants issued by RideNow Group, Inc. on August 14, 2023. 10.1 Form of Unsecured Promissory Note, dated as of August 25, 2025, made by RideNow Group, Inc. payable to each Subordinated Lender. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RideNow Group, Inc. Date: August 28, 2025 By: /s/ Michael Quartieri Michael Quartieri Chairman, Chief Executive Officer, and Interim Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR