RideNow Group, Inc.

8-K · rdnw-20260604.htm iXBRL

0001596961 2026-06-04 2026-06-04

 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): June 4, 2026

 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

 (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 5.07. Submission of Matters to a Vote of Security Holders.

 On June 4, 2026, RideNow Group, Inc. (the “Company”) held its virtual annual meeting of stockholders online via a live audio webcast (the “Meeting”). At the Meeting, the Company’s stockholders: (1) elected all of the Company’s nominees for members of the Board of Directors of the Company (the “Board”) to serve for the ensuing year and until their respective successors are duly elected and qualified; (2) approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers; and (3) ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The proposals are further described in the Company’s definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 24, 2026.

 Each holder of Class A common stock was entitled to ten votes per share on each of the director nominees and on each other matter presented at the Meeting. Each holder of Class B common stock was entitled to one vote per share on each of the director nominees and on each other matter presented at the Meeting.

 The voting results are as follows:

 Proposal 1 - Election of Directors

 Nominee For Withheld Broker Non-Votes
 Mark Cohen 28,065,908 158,226 5,348,140
 William Coulter 28,081,507 142,627 5,348,140
 Miran Maric 28,162,334 61,800 5,348,140
 Rebecca Polak 27,774,653 449,481 5,348,140
 Michael Quartieri 28,153,390 70,744 5,348,140
 Rachel Richards 28,175,507 48,627 5,348,140
 John Rickel 28,087,937 136,197 5,348,140
 Dominick San Angelo 28,162,296 61,838 5,348,140
 Mark Tkach 28,061,969 162,165 5,348,140

 Proposal 2 - Approval, on an Advisory (Non-Binding) Basis, of the Compensation of the Company’s Named Executive Officers

 For Against Abstain Broker Non-Votes
 28,142,713 74,614 6,807 5,348,140

 Proposal 3 - Ratification of the Appointment of BDO USA, P.C. as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2026

 For Against Abstain
 33,420,167 67,385 84,722

 No other matters were submitted to a vote of the Company’s stockholders at the Meeting.

 Item 9.01. Financial Statements and Exhibits.
 (d) Exhibits

 Exhibit Description
 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: June 5, 2026 By: /s/ Joshua J. Barsetti
 Joshua J. Barsetti
 Executive Vice President and Chief Financial Officer