UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~October 2514, 2025

RideNow Group, Inc.

(Exact name of registrant as specified in its charter)


Nevada (State or other jurisdiction of incorporation)	001-38248 (Commission File Number)	46-3951329 (I.R.S. Employer Identification No.)

2677 E Willis Road, Chandler, Arizona		85286
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (480) 755-5200


RumbleOn, Inc.
901 W. Walnut Hill Lane, Suite 110A, Irving, Texas 75038
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
¨			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class B Common Stock, $0.001 par value	RDNW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Subordinated~~Chief ~~Loans~~Financial Officer Appointment

On ~~August~~October 2514, 2025, ~~RideNow Group, Inc. (~~the ~~“Company”)~~Board ~~issued~~of ~~separate~~Directors ~~unsecured subordinated promissory notes (collectively, the “Subordinated Notes”) payable to each~~ of ~~Stone~~RideNow ~~House Capital Management~~Group, ~~LLC,~~Inc. ~~Face Canyon LLC, and Mark Tkach~~ (~~collectively,~~ the “~~Subordinated Lenders~~Company”) toappointed ~~evidence~~Joshua ~~$3,333,334 million of unsecured subordinated loans made by each Subordinated Lender to the Company~~J. ~~The aggregate gross proceeds of the unsecured subordinated loans evidenced by the Subordinated Notes~~Barsetti, orage ~~approximately $10.0 million~~45, ~~were used~~ to ~~prepay~~serve ~~outstanding~~as ~~principal amounts of~~ the ~~loans (the “Senior Loans”) owed under the~~ Company’s ~~term~~Executive ~~loan~~Vice ~~credit~~President ~~agreement (the “Senior Credit Agreement”), among the Company, as borrower, the guarantors party thereto, the lenders party thereto,~~ and ~~Oaktree~~Chief ~~Fund~~Financial ~~Administration~~Officer, ~~LLC,~~effective asOctober ~~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~~2025. ~~10 (as defined below).~~

~~The~~Mr. ~~Subordinated~~Barsetti ~~Notes~~will ~~are~~replace ~~subordinated~~Michael inQuartieri, ~~right~~who ofhas ~~payment~~served toas ~~the~~Interim ~~Company’s~~Chief ~~obligations~~Financial ~~under~~Officer ~~the~~since ~~Senior~~April ~~Credit~~2, ~~Agreement~~2025. ~~pursuant~~Mr. toQuartieri ~~the~~will ~~terms~~continue ofin ahis ~~subordination~~role ~~agreement~~as ~~entered~~the ~~into~~Company’s byChairman ~~and~~of ~~among~~ the ~~Company~~Board, ~~the~~Chief ~~Subordinated~~Executive ~~Lenders~~Officer, and ~~the Senior Agent~~President.

~~The~~Mr. ~~Subordinated~~Barsetti ~~Notes~~served ~~bear~~as ~~interest~~the atVice aPresident, ~~rate~~Corporate Controller, and Principal Accounting Officer of 13Buyerlink Inc.0% ~~per~~(“Buyerlink”) ~~annum~~from January 1, ~~payable~~2025 ~~semi-annually~~to inOctober ~~arrears~~17, on2025. ~~the~~Prior ~~last~~to ~~business~~Buyerlink, ~~day~~Mr. ofBarsetti ~~each~~served ~~February~~as ~~and~~Vice ~~August~~President, ~~beginning~~Corporate ~~February~~Controller, 27and Principal Accounting Officer of AutoWeb, ~~2026~~Inc. ~~Interest~~(Nasdaq: isAUTO) ~~payable~~from ~~in-kind~~January 2022 to December 2024. Mr. Barsetti served as Chief Audit Executive from May 2021 to January 2022 and ~~capitalized~~Director of SOX and Internal Control from June 2020 to ~~the~~May ~~principal~~2021 ~~balance~~for Zovio Inc (Nasdaq: ZVO). ~~Each~~Mr. ~~Subordinated~~Barsetti ~~Note~~was ~~matures~~also onemployed by Cavco Industries, Inc. (“Cavco”) (Nasdaq: CVCO), serving as Chief Accounting Officer from August 312018 to May 2020, ~~2028~~Corporate Controller from August 2017 to August 2018, ~~unless~~and ~~earlier~~Chief ~~repaid~~Audit orExecutive ~~accelerated~~from September 2014 to August 2017. Prior to Cavco, Mr. Barsetti held various roles in ~~accordance~~internal ~~with~~audit ~~its~~and ~~terms~~financial reporting for other public companies, including Universal Technical Institute, Inc. (NYSE: UTI) and Viad Corp (NYSE: VVI) (now known as Pursuit Attractions and Hospitality, Inc.). Mr. Barsetti is a Certified Public Accountant and received his Bachelor of Science, Accounting degree from Northern Arizona University.

In ~~the~~connection ~~event~~with aMr. ~~Subordinated~~Barsetti’s ~~Lender~~appointment ~~participates~~as inExecutive aVice ~~Specified~~President ~~Equity~~and ~~Offering~~Chief (Financial Officer effective as ~~defined~~of inOctober 20, 2025 (the ~~Subordinated~~“Commencement ~~Notes~~Date”), on October 14, 2025, the Company entered into an employment agreement with Mr. Barsetti (the “Barsetti Agreement”). Pursuant to the Barsetti Agreement, Mr. Barsetti is ~~required~~entitled to ~~use~~(i) an annual base salary of $375,000, (ii) an annual performance-based bonus with a target bonus amount of 75% of his annual base salary (prorated for partial years), (iii) a one-time grant of 112,000 time-based restricted stock units (the ~~net~~“RSUs”) ~~cash~~under ~~proceeds~~the ~~received~~Company’s ~~from~~2017 ~~such~~Stock ~~Subordinated~~Incentive ~~Lender~~Plan, as amended (the “Plan”), and (iv) a one-time grant of 70,000 performance units (the “PSUs”) under the Plan. The time-based RSUs will vest in ~~such~~three ~~Specified~~substantially ~~Equity~~equal ~~Offering~~installments toon ~~make~~each aof ~~mandatory~~the ~~prepayment~~first, second, and third anniversaries of the Commencement Date, subject to Mr. Barsetti’s continued service with the Company through each such ~~Subordinated~~vesting ~~Lender~~date and his continued compliance with any restrictive covenants by which he is bound. The PSUs will vest based on the achievement of certain stock performance thresholds, set forth in the table below, and Mr. Barsetti’s ~~Subordinated~~continued ~~Note~~service with the Company through each such vesting date and his continued compliance with any restrictive covenants by which he is bound.

Each Subordinated Note is guaranteed on a joint and several basis by the Company’s subsidiaries that are


Number of PSUs That Would Vest						Minimum Closing Stock Price for 20 Consecutive Trading Days
23,000 RSUs (or 1/3)						$11
23,000 RSUs (or 1/3)						$17
24,000 RSUs (or 1/3)						$23

~~guarantors~~The ~~under~~RSUs ~~the~~and ~~Senior~~PSUs ~~Credit~~will ~~Agreement~~be ~~(each,~~subject ~~a “Subordinated Guaranty”). Subject~~ to the ~~terms~~Company’s ofEquity ~~the~~Granting ~~corresponding~~Policy ~~Subordinated~~(the ~~Note,~~“Equity ~~each~~Granting ~~Subordinated~~Policy”) ~~Guaranty~~and isall ~~irrevocable~~terms, ~~and~~vesting ~~unconditional~~conditions, and ~~will~~other ~~remain~~provisions into ~~effect~~be ~~until~~set ~~all~~forth ~~obligations~~in ~~under~~any ~~such~~separate ~~Subordinated~~award ~~Note are satisfied~~agreements.

~~The~~Pursuant ~~foregoing~~to ~~description~~the ofBarsetti Agreement, in the ~~Subordinated~~event ~~Notes~~Mr. ~~and~~Barsetti’s ~~Subordinated~~employment ~~Guaranties~~is ~~does~~terminated ~~not~~by ~~purport~~the toCompany bewithout ~~complete~~“Cause” ~~and~~or isif ~~qualified~~Mr. Barsetti resigns for “Good Reason” (each as defined in ~~its~~the ~~entirety~~Barsetti byAgreement), ~~reference~~subject to ~~the~~Mr. ~~full~~Barsetti’s ~~text~~execution of ~~the~~a ~~Subordinated~~general ~~Notes~~release of claims in favor of the Company, aMr. ~~form~~Barsetti will be entitled to receive cash severance benefits that consist of ~~which~~six ismonths ~~attached~~of ~~hereto~~continued asbase ~~Exhibit~~salary 10and six months of Company paid COBRA continuation coverage.1.

~~Amended~~The Barsetti Agreement also includes certain restrictive covenants, including non-competition, non-solicitation, and ~~Restated~~confidentiality ~~Warrants~~during the term of his employment and for 12 months after termination of his employment.

AsMr. ~~previously~~Barsetti ~~disclosed~~will also be eligible to participate in the ~~current~~same ~~report~~benefit onplans ~~Form~~and ~~8-K~~programs ~~filed~~in bywhich ~~the~~other executive-level Company onemployees ~~August~~are ~~11,~~eligible ~~2025~~to participate, ~~the~~subject ~~parties~~ to the ~~Senior~~terms ~~Credit~~and ~~Agreement~~conditions ~~executed~~of ~~Amendment~~the ~~No.~~applicable 10plans ~~(“Amendment~~and ~~No.~~programs ~~10”)~~in toeffect ~~the~~from ~~Senior~~time ~~Credit~~to ~~Agreement~~time.

As required by Amendment No. 10, on August 28, 2025 (the deadline having been extended from August 26, 2025 by the Senior Agent, as permitted under Amendment No. 10), the Company amended and restated the warrants, dated August 14, 2023, between the Company and each applicable lender to the Senior Credit Agreement to, among other things, (i) adjust the exercise price of the warrants to be the lesser of (x) the existing exercise price of $11.09 per share and (y) an amount per share equal to 1.25 times the 30-day volume weighted average trading price of the Company Class B Common Stock as of the 30th trading day following August 11, 2025 and (ii) extend the expiration date of the warrants until August 10, 2030 (the “Amended and Restated Warrants”).

The foregoing description of the Amended and Restated Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Warrants, a form of which is attached hereto as Exhibit 4.1.

Item 2.03. 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 Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit						Description
Exhibit No.						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						Employment Agreement, effective as of October 20, 2025, between RideNow Group, Inc. and Joshua J. Barsetti
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

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
Date: October 20, 2025	By:	/s/ Michael Quartieri
		Michael Quartieri
		Chairman, Chief Executive Officer, and Interim Chief Financial Officer
		Chairman, Chief Executive Officer, and President

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