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The occurrence of any of the following risks may materially and adversely affect our business, financial condition, results of operations and future prospects.
−Removed: In these circumstances, the market price of our Class A common
−Removed: stock could decline.
+Added: In these circumstances, the market price of our Class A common stock could decline.
Other events that we do not currently anticipate or that we currently deem immaterial may also affect our business, prospects, financial condition and results of operations.
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We also rely on our store locations to attract and retain customers and to build our customer database.
−Removed: If we close store locations, are unable to open new store locations, including greenfield locations and acquisitions, on the timelines we anticipate or at all due to general economic conditions or otherwise, or experience declines in customer transactions in our existing store locations due to general economic conditions or otherwise, our ability to maintain and grow our customer database and our Active Customers will be limited, which could have a material adverse effect on our business, financial condition and results of operations.
+Added: If we close store locations, are unable to open new store locations, including greenfield locations and acquisitions, on the timelines we anticipate or at all due to general economic conditions or otherwise, or experience declines in customer transactions in our existing store locations due to general economic conditions
+Added: or otherwise, our ability to maintain and grow our customer database and our Active Customers will be limited, which could have a material adverse effect on our business, financial condition and results of operations.
In addition, political conditions, including new and changing laws or tariffs, regulations, executive orders and enforcement priorities, may create uncertainty about how such laws and regulations will be interpreted and applied and, consequently, may create market uncertainty.
This may adversely impact customer demand, increase our costs and adversely impact our business.
−Removed: Decreases in Active Customers, average spend per customer, or retention and renewal rates for our Good Sam services and plans has, at times, negatively affected and could in the future negatively affect our financial performance, and a prolonged period of depressed consumer spending could have a material adverse
−Removed: effect on our business.
+Added: Decreases in Active Customers, average spend per customer, or retention and renewal rates for our Good Sam services and plans has, at times, negatively affected and could in the future negatively affect our financial performance, and a prolonged period of depressed consumer spending could have a material adverse effect on our business.
For instance, our Active Customers declined in 2025.
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Generally, RV dealers, including us, finance their purchases of inventory.
−Removed: As of December 31, 2024, we had up to $1.85 billion in maximum borrowing capacity under our Eighth Amended and Restated Credit Agreement for floor plan financing (the “Floor Plan Facility”) (see Note 4 ─ Inventories and Floor Plan Payables to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).
+Added: As of December 31, 2025, we had up to $2.15 billion in maximum borrowing capacity under our Ninth Amended and Restated Credit Agreement for floor plan financing (the “Floor Plan Facility”) (see Note 4 ─ Inventories and Floor Plan Payables to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).
A decrease in the availability of this type of wholesale financing or an increase in the cost of such wholesale financing could prevent us from carrying adequate levels of inventory, which may limit product offerings and could lead to reduced revenues.
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Consumer credit market conditions continue to influence demand, especially for RVs, and may continue to do so.
−Removed: There continue to be fewer lenders, more stringent underwriting and loan approval criteria, and greater down payment requirements than in the past.
−Removed: Deteriorating economic conditions as a result of federal government action to control inflation, such as higher interest rates, increased unemployment, financial market uncertainty, decreases in disposable income, declines in consumer confidence, economic slowdowns or recessions has negatively impacted and may in the future negatively impact credit conditions or credit worthiness of our customers, and adversely affect the ability of consumers to finance potential purchases at acceptable terms and interest rates.
−Removed: For instance, the higher interest rates have limited the amount of financing that certain customers qualify for when purchasing a new or used RV.
+Added: Deteriorating economic conditions due to factors including heightened inflation, higher interest rates, increased unemployment, financial market uncertainty, decreases in disposable income, declines in consumer confidence, tariffs, economic slowdowns or recessions have negatively impacted and may in the future negatively impact credit conditions or credit worthiness of our customers, and adversely affect the ability of consumers to finance potential purchases at acceptable terms and interest rates.
+Added: For instance, higher interest rates have limited the amount of financing that certain customers qualify for when purchasing a new or used RV.
This has resulted and could in the future result in a decrease in sales of our products and have a material adverse effect on our business, financial condition and results of operations.
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Additionally, CARB approved the Advanced Clean Trucks regulation in March 2021, which places requirements on RV manufacturers that are expected to prevent many new diesel RV models from being sold in California (and in states that have adopted the California standard) beginning with the 2024 model year.
−Removed: However, President Trump’s January 20, 2025 executive order titled “Unleashing American Energy” directs the United States Environmental Protection Agency (“EPA”) to revoke certain federal waivers that previously allowed California to adopt the Advanced Clean Truck regulation and other greenhouse gas (“GHG”) emissions regulations that are stricter than what is currently provided under federal law.
−Removed: In addition, Trump’s executive order also calls for creation of a new, and likely less stringent, federal vehicle emissions standard and also preventing individual states from implementing regulations on vehicle and GHG emissions that are more stringent than the federal standard.
−Removed: It is currently unclear whether such regulations implementing the executive order will be proposed or adopted and, if adopted, whether they would survive likely judicial challenges.
+Added: However, consistent with President Trump’s January 20, 2025 executive order titled “Unleashing American Energy”, Congress approved resolutions under the Congressional Review Act (CRA) that revoked waivers from the United States Environmental Protection Agency (“EPA”) that previously allowed California to adopt the Advanced Clean Truck regulation and other greenhouse gas (“GHG”) emissions regulations that are stricter than federal regulations.
+Added: Although Trump signed the CRA Resolutions in June 2025, they remain subject to judicial challenges and it is unclear whether California’s Advanced Clean Trucks regulation remains enforceable.
+Added: In addition, Trump’s executive order called for creation of a new, and likely less stringent, federal vehicle emissions standards and the EPA proposed new regulations in August 2025 that would repeal previously adopted regulations on vehicle GHG emissions.
+Added: It is currently unclear whether such regulations will be adopted and, if adopted, whether they would survive likely judicial challenges.
However, if current EPA and CARB regulations relating to vehicle emissions and energy sources remain in place, or become more stringent in the future, we may not have offerings available to satisfy such requirements or such alternative energy sources could be less desirable to our customers or result in reduced towing capacity, which may reduce demand or lower margins and adversely affect our business, financial condition or results of operations.
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Our dealer agreements also generally provide for a one-year term, which is typically renewed annually.
−Removed: For more information on our dealer arrangements, see “Item 1.
+Added: information on our dealer arrangements, see “Item 1.
Business ─ Vehicle Sourcing and Dealer Arrangements” under Part I of this Form 10-K.
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From 2015 to 2025, new vehicle travel trailer units as a percent of total new vehicles increased from 62% to 79% of total new vehicle unit sales.
−Removed: From 2015 to 2024, our average selling price of a new vehicle unit increased 1%, from $39,853 to $40,089, as inflation over that period was partially offset by the higher mix of lower priced travel trailers.
−Removed: As a result of the lower industry supply of travel trailers and motorhomes for much of 2021, both average cost and average sales price increased in 2022 and 2021, but average selling price began to decrease in 2023 and continued in 2024.
+Added: From 2015 to 2025, our average selling price of a new vehicle unit decreased 8%, from $39,853 to $37,083, as the higher mix of lower priced travel trailers was partially offset by higher inflation over that period.
+Added: As a result of the lower industry supply of travel trailers and motorhomes for much of 2021, both average cost and average sales price increased in 2022 and 2021, but average selling price began to decrease in 2023 and continued through 2025.
+Added: During 2025, average sales price and average cost of new vehicles decreased 7% and 6%, respectively.
Competition in the market for services, protection plans, products and resources targeting the RV lifestyle or RV enthusiast could reduce our revenues and profitability.
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Moreover, some of our mass merchandising competitors do not currently compete in many of the product categories we offer, but may choose to offer a broader array of competing products in the future.
−Removed: Some of our competitors may build new stores in or near our existing locations and certain RV and accessory manufacturers may choose to expand their direct to consumer offerings.
+Added: Some of our competitors may build new
+Added: stores in or near our existing locations and certain RV and accessory manufacturers may choose to expand their direct to consumer offerings.
In addition, an increase in the number of aggregator and price comparison sites for insurance products may negatively impact our sales of these products.
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Our inability to compete effectively with existing or potential competitors could have a material adverse effect on our business, financial condition and results of operations.
−Removed: Our expansion into new, unfamiliar markets, businesses, product lines or categories presents increased risks that may prevent us from being profitable in these new markets, businesses, product lines or categories.
+Added: The expansion into new, unfamiliar markets, businesses, product lines or categories presents increased risks that may prevent us from being profitable in any such new markets, businesses, product lines or categories.
Delays in opening new store locations, including greenfield locations and acquisitions, on anticipated timelines or at all, could have a material adverse effect on our business, financial condition and results of operations.
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● regional economic and other factors in the geographic areas where we expand.
−Removed: Our expansion into new markets, businesses, products or categories may not be supported adequately by our current resources, personnel and systems, and may also create new distribution and merchandising challenges, including additional strain on our distribution centers, an increase in information to be processed by our management information systems and diversion of management attention from existing operations.
+Added: The expansion into new markets, businesses, products or categories may not be supported adequately by our current resources, personnel and systems, and may also create new distribution and merchandising challenges, including additional strain on our distribution centers, an increase in information to be processed by our management information systems and diversion of management attention from existing operations.
To the extent that we are not able to meet these additional challenges, our sales could decrease, and our operating expenses could increase, which could have a material adverse effect on our business, financial condition and results of operations.
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Consequently, our results of operations for any quarter may not be indicative of the results that may be achieved for any subsequent quarter or for a full fiscal year.
−Removed: These fluctuations could adversely affect the market price of our common stock.
−Removed: As a result of the above factors, we cannot assure you that we will be successful in operating our store locations in new markets or acquiring new businesses, product lines or categories on a profitable basis, and
−Removed: our failure to do so could have a material adverse effect on our business, financial condition and results of operations.
+Added: These fluctuations could adversely affect the market price of our Class A common stock.
+Added: As a result of the above factors, we cannot assure you that we will be successful in operating store locations in new markets or acquiring new businesses, product lines or categories on a profitable basis, and our failure to do so could have a material adverse effect on our business, financial condition and results of operations.
Unforeseen expenses, difficulties, and delays encountered in connection with acquisitions could inhibit our growth and negatively impact our profitability.
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Any of these factors or outcomes could result in a material adverse effect on our business, financial condition and results of operations.
−Removed: Failure to maintain the strength and value of our brands could have a material adverse effect on our business, financial condition and results of operations.
+Added: Failure to maintain the strength and value of our brands and reputation could have a material adverse effect on our business, financial condition and results of operations.
Our success depends on the value and strength of our key brands, including Good Sam and Camping World.
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Some of these risks may be beyond our ability to control, such as the effects of negative publicity regarding our manufacturers, suppliers or third-party providers of services or negative publicity related to members of management.
+Added: In addition, our brands and reputation are increasingly vulnerable to the effects of negative commentary, reviews, or viral content on social media platforms and online review sites, which may spread
+Added: rapidly and be difficult to counter.
+Added: Consumer purchasing decisions for high-value products like RVs are often influenced by online reviews, social media commentary, and third-party ratings, and negative information-whether or not accurate-could deter potential customers, reduce sales, and diminish the value of our brands.
+Added: We also use social media channels, including TikTok, Facebook, and YouTube, to communicate with consumers;
+Added: any failure to appropriately manage our social media presence, respond to negative posts in a timely manner, or accurately convey information through these channels could result in brand damage, customer dissatisfaction, or regulatory scrutiny.
Any of these events could result in decreases in revenues.
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Our success depends upon our ability to successfully manage our inventory and to anticipate and respond to merchandise trends and consumer demands in a timely manner.
−Removed: Our products are intended to
−Removed: appeal to consumers who are, or could become, RV owners and enthusiasts across North America.
+Added: Our products are intended to appeal to consumers who are, or could become, RV owners and enthusiasts across North America.
The preferences of these consumers cannot be predicted with certainty and are subject to change.
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For example, in the normal course of business, we periodically will implement discounting to reduce our excess RV inventory.
−Removed: During 2023 and early 2024, we discounted 2022 and 2023 model year RVs to reduce the mix of those model years compared to 2024 model year RVs that we had procured at a lower cost, which also resulted in the need for us to discount certain used RVs.
−Removed: This discounting resulted in a decrease in average selling prices of new and used vehicles in 2023 and early 2024.
−Removed: During the fourth quarter of 2022 and in connection with restructuring activities during 2023, we used clearance and discounted pricing on certain categories within our products, services, and other offerings to reduce our retail inventory levels.
In addition, we have exited certain non-RV retail categories because we felt those categories did not have sufficient demand or sales margins to justify our inventory levels.
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These initiatives may not have the intended benefits and may result in unintended consequences and costs, such as the loss of institutional knowledge and expertise, attrition beyond the intended number of employees impacted by any reduction in force, and decreased morale among our remaining employees.
−Removed: We also may be unable to terminate or sublet applicable leases related to such initiatives, which has occurred in connection with recent restructuring initiatives.
+Added: We also may be unable to terminate or sublet applicable leases or reduce IT costs related to such initiatives, which has occurred in connection with recent restructuring initiatives.
If we are unable to realize the anticipated benefits from our cost cutting or restructuring initiatives, or if we experience significant adverse consequences from such initiatives, our business, financial condition, and results of operations may be materially adversely affected.
−Removed: We primarily rely on our fulfillment and distribution centers for our retail, e-commerce and catalog businesses, and, if there is a natural disaster or other serious disruption at any such facility, we may be unable to deliver merchandise effectively to our stores or customers.
−Removed: We handle almost all of our e-commerce and catalog orders and distribution to our retail stores through fulfillment and distribution facilities (see “Item 2.
+Added: We primarily rely on our fulfillment and distribution centers for our retail and e-commerce businesses, and, if there is a natural disaster or other serious disruption at any such facility, we may be unable to deliver merchandise effectively to our stores or customers.
+Added: We handle almost all of our e-commerce orders and distribution to our retail stores through fulfillment and distribution facilities (see “Item 2.
Properties” under Part I of this Form 10-K).
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Natural disasters, whether or not caused by climate change, unusual weather conditions, epidemic outbreaks, terrorist acts and political events could disrupt business and result in lower sales and otherwise adversely affect our financial performance.
−Removed: The occurrence of one or more natural disasters, such as tornadoes, hurricanes, fires, droughts, floods, hail storms and earthquakes, unusual weather conditions, epidemic outbreaks such as Ebola, Zika virus, bird flu, novel coronavirus or measles, or other public health crises, terrorist attacks or disruptive political events in certain regions where our stores are located could adversely affect our business and result in lower sales, or could impact the degree to which travel and recreational activities remain attractive, either of which could have a material adverse effect on our business, financial condition, and results of operations.
+Added: The occurrence of one or more natural disasters, such as tornadoes, hurricanes, fires, droughts, floods, hail storms and earthquakes, unusual weather conditions, epidemic outbreaks or other public health crises, terrorist attacks or disruptive political events in certain regions where our stores are located could adversely affect our business and result in lower sales, or could impact the degree to which travel and recreational activities remain attractive, either of which could have a material adverse effect on our business, financial condition, and results of operations.
Severe weather, such as heavy snowfall or extreme temperatures, may discourage or restrict customers in a particular region from traveling to our stores or utilizing our products, thereby reducing our sales and profitability.
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During the year ended December 31, 2025, we sourced our products from over 1,300 domestic and international vendors.
−Removed: Additionally, we rely on certain third-party providers to support our services, protection plans, products and resources, including insurance carriers for our property and casualty insurance and extended service contracts, banks and captive financing companies for vehicle financing and refinancing, Comenity Capital Bank as the issuer of our co-branded credit card, and a tow provider network for our roadside assistance programs.
+Added: Additionally, we rely on certain third-party providers to support our services, protection plans, products and resources, including insurance carriers for our property and casualty insurance and extended service contracts, banks and captive financing companies for vehicle financing and refinancing, Comenity Capital Bank as the issuer of our co-branded credit cards, and a tow provider network for our roadside assistance programs.
We cannot accurately predict when, or the extent to which, we will experience any disruption in the supply of products from our vendors or suppliers or services from our third-party providers.
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We depend on merchandise purchased from our vendors to obtain products for our store locations.
−Removed: We have no contractual arrangements providing for continued supply from our key vendors, and our vendors may discontinue selling to us at any time.
+Added: We have contractual arrangements providing for continued supply from two of our key vendors;
+Added: however, our other vendors may discontinue selling to us at any time.
Changes in commercial practices of our key vendors or manufacturers, such as changes in vendor support and incentives or changes in credit or payment terms, could also negatively impact our results.
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A portion of the products that we purchase for resale, including those purchased from domestic suppliers, is manufactured abroad in China, Mexico and other countries.
−Removed: In addition, we believe most of our non-RV private label merchandise is manufactured abroad.
+Added: In addition, we believe most of our non-RV exclusive brand merchandise is manufactured abroad.
Additionally, many of our U.S.-based suppliers source some of their components from these countries, which could result in higher procurement costs from U.S.-based suppliers.
In 2025, our costs applicable to revenue included the costs of directly sourced inventory from China, Mexico, and Canada of approximately $37.5 million, $10.5 million and $2.3 million, respectively.
−Removed: Trade tensions between the United States and China, Mexico, Canada, Russia and other countries has escalated in recent years.
+Added: Trade tensions between the United States and China, Mexico, Canada, Russia and other countries have escalated in recent years.
We may not be able to mitigate the impacts of any future tariffs or trade restrictions, and our business, results of operations and financial position would be materially adversely affected.
As a result, our foreign imports, in particular imports from China and Mexico, subject us to the risks of changes in, or the imposition of new import tariffs, duties or quotas, new restrictions on imports, loss of “most favored nation” status with the United States for a particular foreign country, antidumping or countervailing duty orders, retaliatory actions in response to illegal trade practices, work stoppages, delays in shipment, trade route challenges due to global political tensions, freight expense increases, product cost increases due to foreign currency fluctuations or revaluations and economic uncertainties.
−Removed: If any of these or other factors were to cause a disruption of trade from the countries in which our vendors or the suppliers of our vendors are located or
−Removed: impose additional costs in connection with the purchase of our products, we may be unable to obtain sufficient quantities of products to satisfy our requirements and our results of operations could be adversely affected.
−Removed: Additionally, there are increasing expectations that companies monitor the environmental and/or social performance of their suppliers, including compliance with a variety of labor practices.
−Removed: There is also increased attention regarding the end of life considerations for products like ours, and we could experience increased expectations and regulations that effect our ability to sell our products.
+Added: If any of these or other factors were to cause a disruption of trade from the countries in which our vendors or the suppliers of our vendors are located or impose additional costs in connection with the purchase of our products, we may be unable to obtain sufficient quantities of products to satisfy our requirements and our results of operations could be adversely affected.
+Added: Additionally, some stakeholders have expectations that companies monitor the environmental and/or social performance of their value chains, including compliance with a variety of labor practices and end of life considerations.
Compliance with emerging expectations and regulations can be costly, require us to establish or augment programs to diligence or monitor our suppliers, or, in the case of legislation such as the Uyghur Forced Labor Prevention Act, to design supply chains to avoid certain regions altogether.
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Furthermore, new and used vehicles may be sold and financed through retail installment sales contracts entered into between us and third-party purchasers.
−Removed: Prior to entering into a retail installment sales contract with a third-party purchaser, we typically have a commitment from a third-party lender for the assignment of such retail installment sales contract, subject to final review, approval and verification of the retail installment sales contract, related documentation and the information contained therein.
+Added: Prior to entering into a retail installment sales contract with a third-party purchaser, we typically have a commitment from a third-party lender for the assignment of such retail installment sales contract, subject to final review, approval and verification of the retail
+Added: installment sales contract, related documentation and the information contained therein.
Retail installment sales contracts are typically assigned by us to third-party lenders simultaneously with the execution of the retail installment sales contracts.
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We may be unsuccessful in attracting and retaining the personnel we require to conduct our operations successfully and, in such an event, our business could be materially and adversely affected.
−Removed: Our success also depends to a significant extent on the continued service and performance of our senior management team, including our Chairman and Chief Executive Officer, Marcus A.
+Added: Our success also depends to a significant extent on the continued service and performance of our senior management team.
The loss of any member of our senior management team, or our failure to successfully manage any retirements or transitions in senior management or the integration of senior management into new roles could impair our ability to execute our business plan and could therefore have a material adverse effect on our business, results of operations and financial condition.
−Removed: For example, on June 1, 2024, Brent L.
−Removed: Moody, our President at the time, and Karin L.
−Removed: Bell, our Chief Financial Officer at the time, announced their resignations from their respective roles effective July 1, 2024, following which each transitioned to a role of Senior Advisor through their retirement dates of December 31, 2024 (for Mr.
−Removed: Moody) and the date that we file our Form 10-K with the SEC for the year ended December 31, 2024 (for Ms.
−Removed: Moody continues to serve as a member of our Board of Directors following his retirement.
−Removed: Effective July 1, 2024, Matthew D.
−Removed: Wagner was appointed as our President and will continue to serve as our principal operating officer.
−Removed: Additionally, effective July 1, 2024, Thomas E.
−Removed: Kirn was appointed as our Chief Financial Officer and principal financial officer.
−Removed: He will continue to serve as our principal accounting officer.
−Removed: Additionally, certain members of our management team, including Mr.
−Removed: Lemonis, currently pursue and may continue to pursue other business ventures, which could divert their attention from executing on our business plan and objectives.
−Removed: For example, Mr.
−Removed: Lemonis currently serves as the Executive Chairman of Beyond, Inc., a publicly traded company.
+Added: For example, in December 2025, Marcus A.
+Added: Lemonis, our then Chairman and Chief Executive Officer, announced his retirement from his role and the Board of Directors effective December 31, 2025, following which he transitioned to the non-executive role of Co-Founder and Special Advisor for a term through December 31, 2026.
+Added: Effective January 1, 2026, Matthew D.
+Added: Wagner was appointed as our Chief Executive Officer and as a member of the Board of Directors.
+Added: Wagner will also continue to serve as our President and principal operating officer.
+Added: Additionally, effective January 1, 2026, Brent Moody was appointed as Chairman of the Board.
We do not currently maintain key-man life insurance policies on any member of our senior management team or other key employees.
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If we are unable to service our lease expenses or are unable to, on favorable terms, negotiate renewals of leases at desirable locations or identify and close underperforming locations, we may be forced to seek alternative sites in our target markets, which may be difficult and have a material adverse effect on our business, financial condition and results of operations.
−Removed: Our private brand offerings expose us to various risks.
−Removed: We expect to continue to grow our exclusive private brand offerings, sometimes referred to as contract manufacturing, through a combination of brands that we own and brands that we license from third parties.
−Removed: We have invested in our development and procurement resources and marketing efforts relating to these private brand offerings.
−Removed: Although we believe that our private brand products offer value to our customers at each price point and provide us with higher gross margins than comparable third-party branded products we sell, the expansion of our private brand offerings also subjects us to certain specific risks in addition to those discussed elsewhere in this section, such as:
+Added: Our exclusive brand offerings expose us to various risks.
+Added: We expect to continue to grow our exclusive brand offerings, sometimes referred to as private brand offerings or contract manufacturing, through a combination of brands that we own and brands that we license from third parties.
+Added: We have invested in our development and procurement resources and marketing efforts relating to these exclusive brand offerings.
+Added: Although we believe that our exclusive brand products offer value to our customers at each price point and provide us with higher gross margins than comparable third-party branded products we sell, the expansion of our exclusive brand offerings also subjects us to certain specific risks in addition to those discussed elsewhere in this section, such as:
● potential mandatory or voluntary product recalls;
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● other risks generally encountered by entities that source, sell and market exclusive branded offerings for retail.
−Removed: An increase in sales of our private brands may also adversely affect sales of our vendors’ products, which may, in turn, adversely affect our relationship with our vendors.
+Added: An increase in sales of our exclusive brands may also adversely affect sales of our vendors’ products, which may, in turn, adversely affect our relationship with our vendors.
Our failure to adequately address some or all of these risks could have a material adverse effect on our business, results of operations and financial condition.
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New regulatory efforts may be proposed from time to time that have a material adverse effect on our ability to operate our businesses or our results of operations.
−Removed: For example, in the past a principal source of leads for our direct response marketing efforts was new vehicle registrations
−Removed: provided by motor vehicle departments in various states.
+Added: For example, in the past a principal source of leads for our direct response marketing efforts was new vehicle registrations provided by motor vehicle departments in various states.
Currently, all states restrict access to motor vehicle registration information.
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Any failure or perceived failure by us to comply with data privacy laws, rules, regulations, industry standards and other requirements could result in proceedings or actions against us by individuals, consumer rights groups, governmental agencies, or others.
−Removed: We could incur significant costs in investigating and defending such claims and, if found liable, pay significant damages or fines or be required to make changes to our business.
+Added: We could incur
+Added: significant costs in investigating and defending such claims and, if found liable, pay significant damages or fines or be required to make changes to our business.
Further, these proceedings and any subsequent adverse outcomes may subject us to significant negative publicity and an erosion of trust.
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Additionally, CARB approved the Advanced Clean Trucks regulation in March 2021, which places requirements on RV manufacturers that are expected to prevent many new diesel RV models from being sold in states that have adopted the regulation beginning with the 2024 model year.
−Removed: See Item 1A, “Risk Factors ― Fuel shortages, high prices for fuel, or changes in energy sources could have a negative effect on our business.” for additional information on these regulations and recent executive orders impacting such regulations.
+Added: See Item 1A, “Risk Factors ― Fuel shortages, high prices for fuel, or changes in energy sources could have a negative effect on our business.” for additional information on these regulations and recent actions by the Trump Administration impacting such regulations.
We may not have offerings available to satisfy any such requirements or such alternative energy sources could be less desirable to our customers or result in reduced towing capacity, which may reduce demand or lower margins and adversely affect our business, financial condition or results of operations.
Our business is also affected by other laws and regulations including, but not limited to, labor (including federal and state minimum wage and overtime requirements), advertising, real estate, promotions, quality of services, intellectual property, tax, import and export, anti-corruption, anti-competition, environmental, health and safety.
+Added: Our multi-state presence and variable compensation structure adds complexity to our payroll calculation and compliance efforts.
+Added: Any failure or perceived failure by us to comply with wage and hour laws, rules, regulations, and other requirements could result in proceedings or actions against us by employees or groups of employees, or governmental agencies.
+Added: We have incurred and in the future could incur significant costs in investigating and defending such claims and have paid and may in the future pay significant settlement amounts, damages or fines, particularly if we are found liable in such proceedings.
+Added: The foregoing could materially adversely affect our business, results of operations, and financial condition.
Furthermore, our property and casualty insurance programs, and our extended service contracts that we offer through third-party insurance carriers are subject to various federal and state laws and regulations governing the business of insurance, including, without limitation, laws and regulations governing the administration, underwriting, marketing, solicitation, liability obligations or sale of insurance programs.
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If we fail to comply with these regulations, we may be ordered to pay fines or penalties by regulators or to discontinue certain products.
−Removed: We offer extended service contracts and gap insurance that may be purchased as a supplement to the original purchaser’s warranty.
+Added: We offer extended service contracts and guaranteed asset protection (“GAP”) insurance that may be purchased as a supplement to the original purchaser’s warranty.
These products are subject to complex federal and state laws and regulations.
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However, there can be no assurance that we or our employees, contractors, vendors or our agents will not violate such laws and regulations or our policies and procedures.
−Removed: Compliance with these laws and others may
−Removed: be onerous and costly, at times, and may be inconsistent from jurisdiction to jurisdiction which further complicates compliance efforts.
+Added: Compliance with these laws and others may be onerous and costly, at times, and may be inconsistent from jurisdiction to jurisdiction which further complicates compliance efforts.
The Company is subject to litigation related to these laws and others and has experienced an increase in wage and hour litigation.
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In addition, we indemnify certain of our landlords for any hazardous waste which may be found on or about property we lease that may become the subject of a claim arising during or after our lease term.
−Removed: Certain environmental laws impose liability on us, as the owner or operator, for environmental contamination at our properties without regard to whether we knew of or caused the contamination or the legality of the release or disposal action at the time of its occurrence.
−Removed: If any such hazardous waste were to be found on property that we occupy, a claim giving rise to our liability could have a negative effect on our business, financial condition and results of operations.
+Added: Certain environmental laws may impose liability on us, as the owner or operator, for environmental contamination at our properties without regard to whether we knew of or caused the contamination or the legality of the release or disposal action at the time of its occurrence.
+Added: If any such contamination were to be found on property that we occupy, a claim giving rise to our liability could have a negative effect on our business, financial condition and results of operations.
Our operations are subject to a series of risks related to climate change and other environmental, social, and governance (“ESG”) matters.
There is scrutiny from investors, customers, policymakers, and other stakeholders regarding companies’ management of ESG matters, such as climate change and human capital.
−Removed: For example, regulatory, market, and other changes to respond to climate change, such as the fuel economy and GHG emissions regulations promulgated by EPA and CARB (see above "—Fuel shortages, high prices for fuel, or changes in energy sources could have a negative effect on our business”), may adversely impact our business, financial condition, or results of operations.
+Added: For example, there are varying expectations on fuel economy, GHG emissions, and other aspects of our products.
We may not have offerings available to satisfy such requirements or such alternative energy sources could be less desirable to our customers or result in reduced towing capacity, which may reduce demand or lower margins and adversely affect our business, financial condition or results of operations.
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Additionally, there are several competing alternatives to replace petroleum-based fuels for vehicles, including but not limited to:
−Removed: electricity, hydrogen, and compressed and/or renewable gas.
+Added: electricity, hydrogen, and
+Added: compressed and/or renewable gas.
To the extent potential customers prefer technologies different from those used in the vehicles we offer for sale, or are prohibited by law in certain jurisdictions from purchasing vehicles that we sell (i.e., new vehicles that use gasoline fuel), then demand for such vehicles may not develop or may not develop as quickly as we expect.
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Moreover, various stakeholders have different, and at times conflicting, expectations.
−Removed: For example, while some policymakers (such as the State of California) have adopted requirements for various disclosures or actions on environmental and social matters, policymakers in other jurisdictions have sought to constrain companies’ consideration of such matters in certain circumstances.
−Removed: advocates and opponents to certain ESG matters are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives.
−Removed: We may be required to incur costs to manage ESG matters or navigate stakeholder expectations regarding same, and any failure to sufficiently or appropriately do so, including any divergent legal requirements or novel interpretations of existing requirements, may result in reputational damage, as well as impacts to our ability to attract and retain employees or customers, regulatory or investor engagement, or other adverse impacts.
+Added: For example, while some policymakers (such as the State of California) have adopted requirements for various disclosures or actions on environmental and social matters, (including GHG metrics and others described above in “—Fuel shortages, high prices for fuel, or changes in energy sources could have a negative effect on our business”), policymakers in other jurisdictions have sought to constrain companies’ consideration of such matters in certain circumstances.
+Added: Both advocates and opponents to certain ESG matters are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives.
+Added: We may be required to incur costs to manage ESG matters or navigate stakeholder expectations regarding same, and any failure to address such expectations (including legal requirements) may result in reputational damage, as well as impacts to our ability to attract and retain employees or customers, regulatory or investor engagement, or other adverse impacts.
This and other stakeholder expectations will likely lead to increased costs as well as scrutiny that could heighten all of the risks identified in this risk factor.
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Although we continually update our websites, we may not be successful in implementing improved website features and there is no guarantee that such improvements will expand our e-commerce business.
−Removed: If we are unable to expand our e-commerce business, our growth plans will suffer, and the price of our common stock could decline.
+Added: If we are unable to expand our e-commerce business, our growth plans may suffer, and the price of our Class A common stock could decline.
We may be unable to enforce our intellectual property rights and we may be accused of infringing the intellectual property rights of third parties which could have a material adverse effect on our business, financial condition and results of operations.
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We believe that our trademarks and copyrights have significant value and are important to our marketing efforts.
−Removed: If we are unable to continue to protect the trademarks and service marks for our proprietary brands, if such marks become generic or if third parties adopt marks similar to our marks, our ability to differentiate our products and services may be diminished.
+Added: If we are unable to continue to protect the trademarks and service marks for our proprietary brands, if such marks become
+Added: generic or if third parties adopt marks similar to our marks, our ability to differentiate our products and services may be diminished.
In the event that our trademarks or service marks are successfully challenged by third parties, we could lose brand recognition and be forced to devote additional resources to advertising and marketing new brands for our products.
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We and our third-party providers experience cyberattacks and security incidents.
−Removed: For example, we previously experienced a security incident in February 2022 (the “Cybersecurity Incident”), that resulted in a temporary disruption to our operations and caused the Company to incur costs, including legal and other professional fees and investments related to the security of our IT Systems.
+Added: For example, we previously experienced a security incident in February 2022 (the “Cybersecurity Incident”), that resulted in a
+Added: temporary disruption to our operations and caused the Company to incur costs, including legal and other professional fees and investments related to the security of our IT Systems.
Additionally, we were subject to certain litigation, including class action lawsuits, arising out of the Cybersecurity Incident which we settled for an immaterial amount.
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We are vulnerable to cybersecurity risks from diverse threat actors such as state sponsored organizations and opportunistic hackers and hacktivists, as well as through diverse attack vectors, (for example, ransomware, viruses, advanced persistent threats, misconduct by external or inside actors, social engineering/phishing, human error by associates and contractors, and malicious code embedded in open source software), as well as from bugs, misconfigurations and vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) IT Systems, products, or services.
−Removed: Thus, we and our vendors remain vulnerable to further successful cyberattacks, security breaches and disruptions to our IT Systems and our Confidential Information,
−Removed: in addition to damage or interruption to our IT Systems and Confidential Information from earthquakes, acts of war or terrorist attacks, floods, fires, tornadoes, hurricanes, power loss and outages, computer and telecommunications failures and similar incidents.
+Added: Thus, we and our vendors remain vulnerable to further successful cyberattacks, security breaches and disruptions to our IT Systems and our Confidential Information, in addition to damage or interruption to our IT Systems and Confidential Information from earthquakes, acts of war or terrorist attacks, floods, fires, tornadoes, hurricanes, power loss and outages, computer and telecommunications failures and similar incidents.
Some of our systems are not fully redundant, and our disaster recovery planning cannot account for all eventualities.
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As a result, we may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our IT Systems, Confidential Information, or business.
+Added: In addition, we regularly identify and track known security vulnerabilities in software and systems but cannot guarantee that patches or mitigating measures will be applied before vulnerabilities can be exploited by a threat actor.
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.
Because we make extensive use of third party suppliers and service providers, such as cloud services that support our internal and customer-facing operations, successful cyberattacks that disrupt or result in unauthorized access to third party IT Systems can materially impact our operations and financial results.
−Removed: Any adverse impact to the availability, integrity, or confidentiality of our IT Systems, or Confidential Information could result in interruptions in our services, noncompliance with dynamic laws and regulations, substantial negative media attention, damage to our club member, customer and supplier relationships and our reputation, exposure to litigation (including class actions), regulatory investigations, and lost sales, fines, penalties, lawsuits, and increased remediation costs, any or all of which could have a material adverse effect on our business, financial condition and results of operations.
+Added: A significant incident that impacts the availability, integrity, or confidentiality of our IT Systems, or Confidential Information could result in interruptions in our services, noncompliance with dynamic laws and regulations, substantial negative media attention, damage to our club member, customer and supplier relationships and our reputation, exposure to litigation (including class actions), regulatory investigations, and lost sales, fines, penalties, damages, and increased remediation costs, any or all of which could have a material adverse effect on our business, financial condition and results of operations.
We cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.
−Removed: Finally, there can 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 systems and information.
In addition, we may be subject to specific data security frameworks and/or laws that require us to maintain a certain level of security, and the regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements across our business.
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Moreover, as we accept debit and credit cards for payment, we are subject to the PCI-DSS, issued by the Payment Card Industry Security Standards Council.
−Removed: PCI-DSS contains compliance guidelines with regard to our security surrounding the physical and electronic storage, processing and transmission of cardholder data.
+Added: PCI-DSS contains compliance guidelines with regard
+Added: to our security surrounding the physical and electronic storage, processing and transmission of cardholder data.
If we or our service providers are unable to comply with the security standards established by banks and the payment card industry, we may be subject to fines, restrictions and expulsion from card acceptance programs, which could materially and adversely affect our business.
+Added: Our business may be affected by the evolving regulatory framework for AI Technologies.
+Added: We use or plan to use artificial intelligence (“AI”), machine learning, and automated decision-making technologies, (collectively, “AI Technologies”) throughout our business and are making investments in this area.
+Added: The regulatory framework for AI Technologies is rapidly evolving as many federal, state, and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations.
+Added: Additionally, existing laws and regulations may be interpreted in ways that would affect the operation of our AI Technologies.
+Added: It is possible that new laws and regulations will be adopted in the United States and in other non-U.S.
+Added: jurisdictions, or that existing laws and regulations, including competition and antitrust laws, may be interpreted in ways that would limit our ability to use AI Technologies for our business, or require us to change the way we use AI Technologies in a manner that negatively affects the performance of our products, services, and business and the way in which we use AI Technologies.
+Added: We may need to expend resources to adjust our products or services in certain jurisdictions if the laws, regulations, or decisions are not consistent across jurisdictions.
+Added: Further, the cost to comply with such laws, regulations, or decisions and/or guidance interpreting existing laws, could be significant and would increase our operating expenses (such as by imposing additional reporting obligations regarding our use of AI Technologies).
+Added: Such an increase in operating expenses, as well as any actual or perceived failure to comply with such laws and regulations, could adversely affect our business, financial condition and results of operations.
We may be subject to product liability claims if people or property are harmed by the products we sell.
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In addition, some of our agreements with our vendors and sellers do not indemnify us from product liability.
−Removed: Even if a product liability claim is not successful or is not fully pursued, the negative publicity surrounding a product recall or any assertion that our products caused property damage or personal injury could damage our brand identity and our
−Removed: reputation with existing and potential consumers and have a material adverse effect on our business, financial condition and results of operations.
+Added: Even if a product liability claim is not successful or is not fully pursued, the negative publicity surrounding a product recall or any assertion that our products caused property damage or personal injury could damage our brand identity and our reputation with existing and potential consumers and have a material adverse effect on our business, financial condition and results of operations.
Any increase in the frequency and size of these claims, as compared to our experience in prior years, may cause the premium that we are required to pay for insurance to increase significantly and may negatively impact future insurance costs.
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Risks associated with legal liability often are difficult to assess or quantify and their existence and magnitude can remain unknown for significant periods of time.
−Removed: We have been named in the past, are currently named and may be named in the future as defendants of class action lawsuits.
+Added: We have been named in the past, are currently named and may be named in the future as defendants of class action lawsuits, including wage and hour class action litigation.
We have been subject to securities class action litigation and may be subject to similar or other litigation in the future.
For information regarding these lawsuits, refer to Note 14, Commitments and Contingencies – Litigation of our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
−Removed: The results of the securities class action lawsuits, stockholder derivative lawsuits, and any other current or future legal proceedings cannot be predicted with certainty.
+Added: The results of any current or future legal proceedings cannot be predicted with certainty.
Regardless of their subject matter or merits, such legal proceedings have resulted in and are likely to continue to result in significant cost to us, which may not be covered by insurance, may divert the attention of management or may otherwise have an adverse effect on our business, financial condition and results of operations.
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Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, has substantial control over us, including over decisions that require the approval of stockholders, and his interests, along with the interests of our other Continuing Equity Owners, in our business may conflict with yours.
−Removed: We entered into a voting agreement in connection with our IPO with ML Acquisition Company, LLC, a Delaware limited liability company, which is indirectly owned by each of the estate of our former director, Stephen Adams, and our Chairman and Chief Executive Officer, Marcus A.
−Removed: Lemonis (“ML Acquisition”), ML RV Group, LLC, a Delaware limited liability company, wholly owned by our Chairman and Chief Executive Officer, Marcus A.
+Added: We entered into a voting agreement in connection with our IPO with ML Acquisition Company, LLC, a Delaware limited liability company, which is indirectly owned by each of the estate of our former director, Stephen Adams, and former Chairman and Chief Executive Officer, Marcus A.
+Added: Lemonis (“ML Acquisition”), ML RV Group, LLC, a Delaware limited liability company, wholly owned by former Chairman and Chief Executive Officer, Marcus A.
Lemonis (“ML RV Group”), CVRV Acquisition LLC and CVRV Acquisition II LLC (the “Voting Agreement”).
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Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, may approve or disapprove substantially all transactions and other matters requiring approval by our stockholders, such as a merger, consolidation, dissolution or sale of all or substantially all of our assets, the issuance or redemption of certain additional equity interests, and the election of directors including transactions that may not be in the best interests of holders of our Class A common stock or, conversely, prevent the consummation of transactions that may be in the best interests of holders of our Class A common stock.
−Removed: We have been made aware of the potential dissolution of ML Acquisition and its wholly-owned subsidiary, CWGS Holding, LLC (“CWGS Holding”), although the date of any such dissolution has not been determined.
−Removed: If a dissolution occurs, the Company expects that Common Units of CWGS Enterprises, LLC and Class B Common Stock of the Company held by CWGS Holding would be distributed to the members of ML Acquisition (such distributees, the “ML Related Parties” and such transactions, the “Distribution”).
In addition, pursuant to the Voting Agreement, Crestview Advisors, L.L.C., a registered investment adviser to private equity funds, including funds affiliated with Crestview Partners II GP, L.P.
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The Voting Agreement allows for the Board of Directors to reject the nomination, appointment or election of a particular director if such nomination, appointment or election would constitute a breach of the Board of Directors’ fiduciary duties to the Company’s stockholders or does not otherwise comply with any requirements of our amended and restated certificate of incorporation or our amended and restated bylaws or the charter for, or related guidelines of, the Board of Directors’ Nominating and Corporate Governance Committee.
−Removed: Based on current beneficial ownership of the Company’s securities by ML Acquisition, immediately following any Distribution, the ML Related Parties collectively would continue to be entitled to designate four (4) directors to the Board.
−Removed: The ML Related Parties would no longer be obligated to vote, or cause to be voted, all outstanding shares of Class B Common Stock previously held by ML Acquisition at any annual or special meeting of stockholders of the Company at which directors of the Company are to be elected so as to cause the election of the director designated to serve by Crestview.
−Removed: However, ML RV Group would be required to vote, or cause to be voted, its share of Class C Common Stock at any annual or special meeting of stockholders of the Company at which directors of the Company are to be elected so as to cause the election of the Crestview Director.
−Removed: In addition, the ML Related Parties would not have any voting obligations relating to the directors designated by the ML Related Parties.
−Removed: While the Crestview Stockholders would still be obligated to vote for the ML Acquisition Directors and the director designated to serve on the Board by ML RV Group, there would no longer be an individual, group or company that holds more than 50% of the voting power for the election of the Company’s directors and the Company would therefore no longer qualify as a “controlled company” under the rules of the New York Stock Exchange, absent an agreement between the ML Acquisition Members and Crestview as to future director elections.
−Removed: For additional information, see “We are a “controlled company” within the meaning of the NYSE listing requirements and, as a result, qualify for exemptions from certain corporate governance requirements.
+Added: For additional information, see “We are a “controlled company” within the meaning of the NYSE listing requirements and, as a result, qualify
+Added: for exemptions from certain corporate governance requirements.
Our stockholders do not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.”
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and (5) any change in the size of the Board of Directors.
−Removed: The Voting Agreement also provides that, for so long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, 27.5% or more of our Class A common stock (assuming that all outstanding common units of CWGS, LLC are redeemed for newly-issued shares of our Class A common stock, on a one-for-one basis), the approval of ML
−Removed: Acquisition, as applicable, will be required for the hiring and termination of our Chief Executive Officer;
−Removed: provided, however, that the approval of the ML Related Parties is only required at such time as Marcus A.
−Removed: Lemonis no longer serves as our Chief Executive Officer.
+Added: The Voting Agreement also provides that, for so long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, 27.5% or more of our Class A common stock (assuming that all outstanding common units of CWGS, LLC are redeemed for newly-issued shares of our Class A common stock, on a one-for-one basis), the approval of ML Acquisition, as applicable, will be required for the hiring and termination of our Chief Executive Officer.
These rights may prevent the consummation of transactions that may be in the best interests of holders of our Class A common stock.
−Removed: Following any Distribution, the ML Related Parties would no longer have the foregoing consent rights described above that are currently held by ML Acquisition.
+Added: We previously disclosed our understanding that CWGS Holding, LLC and ML Acquisition would be dissolved.
+Added: To our knowledge, these dissolutions have not occurred and it is unknown if the dissolutions may occur in the future.
Our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” does not apply with respect to any director or stockholder who is not employed by us or our affiliates.
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Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, and certain funds controlled by Crestview Partners II GP, L.P., in the aggregate, have more than 50% of the voting power for the election of directors, and, as a result, we are considered a “controlled company” for the purposes of the New York Stock Exchange (the “NYSE”) listing requirements.
−Removed: As such, we qualify for, and may rely on, exemptions from certain corporate governance requirements, including the requirements to have a majority of independent directors on our Board of Directors, an entirely independent Nominating and Corporate Governance Committee, an entirely independent Compensation Committee or to perform an annual performance evaluation of the Nominating and Corporate Governance and Compensation Committees.
+Added: As such, we qualify for, and may rely on, exemptions from certain corporate governance requirements, including the requirements to have a majority of independent directors on our Board of Directors, an entirely independent Nominating and Corporate Governance Committee, an entirely
+Added: independent Compensation Committee or to perform an annual performance evaluation of the Nominating and Corporate Governance and Compensation Committees.
The corporate governance requirements and specifically the independence standards are intended to ensure that directors who are considered independent are free of any conflicting interest that could influence their actions as directors.
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Accordingly, our stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.
−Removed: Following any Distribution, the Company anticipates that it would no longer be considered a “controlled company” under the rules of the NYSE, and therefore we would no longer be able to rely on the exemptions from corporate governance requirements that are afforded to controlled companies.
Our principal asset is our interest in CWGS, LLC, and accordingly, we depend on distributions from CWGS, LLC to pay dividends, taxes and expenses, including payments under the Tax Receivable Agreement.
CWGS, LLC’s ability to make such distributions may be subject to various limitations and restrictions.
−Removed: We are a holding company and had no material assets as of December 31, 2024, other than our ownership of 62,502,096 common units, representing a 61.0% economic interest in the business of CWGS, LLC, an affiliate loan receivable with CWGS Group, LLC of $6.0 million, and cash of $10.1 million.
+Added: We are a holding company and had no material assets as of December 31, 2025, other than our ownership of 63,436,696 common units, representing a 61.4% economic interest in the business of CWGS, LLC and cash of $4.9 million.
We have no independent means of generating revenue or cash flow, and our ability to pay dividends in the future, if any, will be dependent upon the financial results and cash flows of CWGS, LLC and its subsidiaries and distributions we receive from CWGS, LLC.
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equal to 85% of the tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize as a result of (i) increases in tax basis resulting from the purchase of common units from Crestview Partners II GP, L.P.
−Removed: in exchange for Class A common stock in connection with the consummation of the IPO and the related corporate reorganization transactions and any
−Removed: future redemptions that are funded by Camping World Holdings, Inc.
+Added: in exchange for Class A common stock in connection with the consummation of the IPO and the related corporate reorganization transactions and any future redemptions that are funded by Camping World Holdings, Inc.
or redemption of common units and (ii) certain other tax benefits attributable to payments under the Tax Receivable Agreement.
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Such amounts of cash payments that the Company may be required to make under the Tax Receivable Agreement for such future redemptions could be significant.
−Removed: The amount of liabilities to be recorded in the future for such redemptions is dependent on a variety of factors including future stock prices, tax rates in effect, and the Company’s ability to utilize the tax benefits created as a result of the future redemptions of CWGS, LLC units.
+Added: In addition, we may be required to record an increase to the liability to the extent we can project utilization of benefits derived from prior exchanges.
+Added: The amount of liabilities to be recorded in the future is dependent on a variety of factors including future stock prices, tax rates in effect, and the Company’s ability to utilize the tax benefits created as a result of the future redemptions of CWGS, LLC units.
The significance of these factors and related uncertainty associated with the related liabilities makes estimation of future potential amounts under the Tax Receivable Agreement impractical to determine.
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At December 31, 2025, we had an aggregate of 186,563,304 shares of Class A common stock authorized but unissued, including 39,895,393 shares of Class A common stock issuable, at our election, upon redemption of CWGS, LLC common units held by the Continuing Equity Owners.
−Removed: In connection with our IPO, CWGS, LLC entered into the CWGS LLC Agreement, and subject to certain restrictions set forth therein, the Continuing Equity Owners are entitled to have their common units redeemed from time to time at each of their options for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement;
+Added: In connection with our IPO,
+Added: CWGS, LLC entered into the CWGS LLC Agreement, and subject to certain restrictions set forth therein, the Continuing Equity Owners are entitled to have their common units redeemed from time to time at each of their options for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement;
provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units.
The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding.
−Removed: In connection with our IPO, we also entered into a Registration Rights Agreement pursuant to which the shares of Class A common stock issued upon such
−Removed: redemption and the shares of Class A common stock issued to the Former Equity Owners in connection with the corporate reorganization transactions entered into in connection therewith will be eligible for resale, subject to certain limitations set forth therein.
+Added: In connection with our IPO, we also entered into a Registration Rights Agreement pursuant to which the shares of Class A common stock issued upon such redemption and the shares of Class A common stock issued to the Former Equity Owners in connection with the corporate reorganization transactions entered into in connection therewith will be eligible for resale, subject to certain limitations set forth therein.
The market price of shares of our Class A common stock could decline as a result of these redemptions or sales, or as a result of the perception that they could occur.
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Our amended and restated certificate of incorporation authorizes us to issue shares of our Class A common stock and options, rights, warrants and appreciation rights relating to our Class A common stock for the consideration and on the terms and conditions established by our Board of Directors in its sole discretion, whether in connection with acquisitions or otherwise.
−Removed: We have reserved shares for issuance under our 2016 Incentive Award Plan (the “2016 Plan”) in an amount equal to 8,473,492 shares of Class A common stock as of December 31, 2024, including shares of Class A common stock issuable pursuant to 155,029 stock options and 1,651,929 restricted stock units that were granted to certain of our directors and certain of our employees.
+Added: We have reserved shares for issuance under our 2016 Incentive Award Plan (as amended and restated, the “2016 Plan”) in an amount equal to 6,993,081 shares of Class A common stock as of December 31, 2025, including shares of Class A common stock issuable pursuant to 137,719 stock options, 1,915,476 restricted stock units, and 750,000 performance stock units that were granted to certain of our directors and certain of our employees and advisors.
Any Class A common stock that we issue, including under our 2016 Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership of holders of our Class A common stock.
In the future, we may also issue additional securities if we need to raise capital, including, but not limited to, in connection with acquisitions, which could constitute a material portion of our then-outstanding shares of Class A common stock.
−Removed: Our ability to pay dividends on our Class A common stock is subject to the discretion of our Board of Directors and may be limited by our structure and statutory restrictions.
−Removed: We have paid a regular cash dividend using distributions from CWGS, LLC, including all or a portion of the Excess Tax Distribution (as defined under “Dividend Policy” included in Part II, Item 5 of this Form 10-K), to the holders of our Class A common stock from time to time, subject to the discretion of our Board of Directors.
−Removed: However, the payment of future dividends on our Class A common stock will be subject to our discretion as the sole managing member of CWGS, LLC, the discretion of our Board of Directors and will depend on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, business prospects and other factors that our Board of Directors may deem relevant.
+Added: Our ability and intention to pay dividends on our Class A common stock, if any, is subject to the discretion of our Board of Directors and may be limited by our structure and statutory restrictions.
+Added: We have historically paid a regular cash dividend using distributions from CWGS, LLC, including all or a portion of the Excess Tax Distribution (as defined under “Dividend Policy” included in Part II, Item 5 of this Form 10-K), to the holders of our Class A common stock from time to time, subject to the discretion of our Board of Directors.
+Added: In February 2026, following consideration of forecasted tax distributions, the reduced availability of excess tax distributions to fund dividend payments driven partly by the impact of recent tax law changes, and in consideration of our focus on reducing net debt leverage, our Board of Directors determined to pause our regular cash dividend program.
+Added: Our Board of Directors will monitor changes in the above factors and plans to re-evaluate the future of our dividend program at a later date.
+Added: The payment of future dividends on our Class A common stock, if any, will be subject to our discretion as the sole managing member of CWGS, LLC and the discretion of our Board of Directors and will depend on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, business prospects and other factors that our Board of Directors may deem relevant.
Additionally, our ability to distribute any Excess Tax Distribution will also be subject to no early termination or amendment of the Tax Receivable Agreement, as well as the amount of tax distributions actually paid to us and our actual tax liability, which is affected by the conversion of certain subsidiaries, including Camping World, Inc., to limited liability companies (see Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).
−Removed: As a consequence of these limitations and restrictions, we may not be able to make, or may have to reduce or eliminate, the payment of dividends on our Class A common stock.
+Added: As a consequence of these considerations, the Board
+Added: of Directors determined to pause our regular cash dividend program and we may not make future dividend payments on our Class A common stock.
Additionally, any change in the level of our dividends or the suspension of the payment thereof could adversely affect the market price of our Class A common stock.
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We are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change of control would be beneficial to our existing stockholders.
−Removed: In addition, our amended and restated certificate of incorporation and our amended
−Removed: and restated bylaws contain provisions that may make the acquisition of our Company more difficult without the approval of our Board of Directors, including, but not limited to, the following:
+Added: In addition, our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that may make the acquisition of our Company more difficult without the approval of our Board of Directors, including, but not limited to, the following:
● our Board of Directors is classified into three classes, each of which serves for a staggered three-year term;
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General Risk Factors
−Removed: Material weaknesses in our internal control over financial reporting could have a significant adverse effect on our business and the price of our common stock.
+Added: Material weaknesses in our internal control over financial reporting could have a significant adverse effect on our business and the price of our Class A common stock.
As a public reporting company, we are subject to the rules and regulations established from time to time by the SEC and NYSE.
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Likewise, our independent registered public accounting firm is required to provide an attestation report on the effectiveness of our internal control over financial reporting.
−Removed: In connection with the preparation of our financial statements and the audit of our financial results for the year ended December 31, 2024, we identified a material weakness in our internal controls in the design and operation of our controls over the review of the measurement of the realizable portion of the Company’s outside basis difference deferred tax asset in the operating partnership, CWGS, LLC.
−Removed: This material weakness remained unremediated as of December 31, 2024.
−Removed: As a result, management concluded that our internal control over financial reporting as of December 31, 2024 was not effective.
−Removed: As described in Part II, Item 9A of this Form 10-K, management is taking steps to remediate the material weakness in our internal controls.
−Removed: There can be no assurance that any measures we take will remediate the material weakness identified, nor can there be any assurance as to how quickly we will be able to remediate this material weakness.
−Removed: In future periods, if our senior management is unable to remediate the material weakness such that they cannot conclude that we have effective internal control over financial reporting, or to certify the effectiveness of such controls, or if our independent registered public accounting firm cannot render an unqualified opinion on management’s assessment and the effectiveness of our internal control over financial reporting, or if additional material weaknesses in our internal control over financial reporting are identified, we may be required to restate our financial statements and could be subject to regulatory scrutiny, a loss of public and investor confidence, and litigation from investors and stockholders, which could have a material adverse effect on our business and the price of our Class A common stock.
−Removed: Furthermore, the steps to remediate any such material weaknesses, including the ones noted above, could require additional remedial measures, including additional personnel, which could be costly and time-consuming.
−Removed: In addition, we may encounter problems or delays in completing the implementation of any required improvements and receiving a favorable attestation report from our independent registered public accounting firm.
−Removed: In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to manage our business effectively or accurately report our financial performance on a timely basis, which could cause a decline in our common stock price and adversely affect our results of operations and financial condition.
+Added: In connection with the preparation of our financial statements and the audit of our financial results for 2024, we had identified material weaknesses in our internal controls relating to insufficient technical resources to properly design and operate internal controls over financial reporting.
+Added: Although the material weaknesses have been remediated as of December 31, 2025, there can be no assurance that we will not identify additional material weaknesses in the future.
+Added: In future periods, if our senior management is unable to conclude that we have effective internal control over financial reporting, or to certify the effectiveness of such controls, or if our independent registered public accounting firm cannot render an unqualified opinion on management’s assessment and the effectiveness of our internal control over financial reporting, or if additional material weaknesses in our internal control over financial reporting are identified, we may be required to restate our financial statements and could be subject to regulatory scrutiny, a loss of public and investor confidence, and litigation from investors and stockholders, which could have a material adverse effect on our business and the price of our Class A common stock.
+Added: In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to manage our business effectively or accurately report our financial performance on a timely basis, which could cause a decline in our Class A common stock price and adversely affect our results of operations and financial condition.
Failure to comply with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations by the SEC, the NYSE or other regulatory authorities, which would require additional financial and management resources.
13 unchanged sentences
Volatility in the market price of our Class A common stock may prevent you from being able to sell your shares at or above the price you paid for such shares.
−Removed: Many factors, which are outside our control, may cause
−Removed: the market price of our Class A common stock to fluctuate significantly, including those described elsewhere in this “Risk Factors” section and this Form 10-K, as well as the following:
+Added: Many factors, which are outside our control, may cause the market price of our Class A common stock to fluctuate significantly, including those described elsewhere in this “Risk Factors” section and this Form 10-K, as well as the following:
● our operating and financial performance and prospects;
20 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.