What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-02-27 compared with 2025-02-28 · 281 added, 472 removed, 512 unchanged (60% of the section changed)

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Except to the extent that differences among reportable segments are material to an understanding of our business taken as a whole, we present the discussion in Management’s Discussion and Analysis of Financial Condition and Results of Operations on a consolidated basis.

For purposes of this Form 10-K, we define an "Active Customer" as a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement.

Unless otherwise indicated, the date of measurement is December 31, 2024, our most recently completed fiscal quarter.

In this Item 7, we discuss the results of operations for the years ended December 31, 2025 and 2024 and comparisons of the year ended December 31, 2025 to the year ended December 31, 2024.

Discussions of the results of operations for the year ended December 31, 2023 and comparisons of the year ended December 31, 2024 to the year ended December 31, 2023 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 28, 2025.

Camping World Holdings, Inc.

(together with its subsidiaries) is the world’s largest retailer of recreational RVs and related products and services.

Through our Camping World and Good Sam brands, our vision is to build a business that makes RVing and other outdoor adventures fun and easy.

We strive to build long-term value for our customers, employees, and stockholders by combining a unique and comprehensive assortment of RV products and services with a national network of RV dealerships, service centers and customer support centers along with the industry’s most extensive online presence and a highly-trained and knowledgeable team of associates serving our customers, the RV lifestyle, and the communities in which we operate.

We also believe that our Good Sam organization and family of highly-specialized services and plans, including roadside assistance, protection plans and insurance, uniquely enables us to connect with our customers as stewards of an outdoor and recreational lifestyle.

(together with its subsidiaries) is America’s largest retailer of RVs and related products and services.

Through our Camping World and Good Sam brands, our vision is to make it easy for everyone to enjoy RVing and empower our customers’ joy of travel.

We strive to build long-term value for our customers, employees, and stockholders by combining a comprehensive offering of RV products and services with a national network of RV dealerships, service centers and customer support centers.

On December 31, 2025, we operated a total of 196 store locations, with all of them selling and/or servicing RVs.

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Number of store locations as of December 31, 2024

Temporarily closed

Achieved designation of same store (1)

Number of store locations as of December 31, 2025

(1) Our same store revenue and unit sales calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year.

(1) Our same store revenue and units calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year.

See “Results of Operations” below for same store revenue and unit sales.

During the first quarter of 2025, we expect to open twelve RV dealerships, convert one RV service and retail center into an RV dealership, and close two RV dealerships.

During the first quarter of 2026, we have opened two RV dealerships.

We operate two reportable segments:

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We identify our reporting segments based on the organizational units used by management to monitor performance and make operating decisions.

See Note 1 — Summary of Significant Accounting Policies —

Description of the Business and Note 23 — Segment Information to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information regarding our reportable segments.

See Note 1 — Summary of Significant Accounting Policies — Description of the Business and Note 23 — Segment Information to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information regarding our reportable segments.

The following table presents percentages of total revenue and total Segment Adjusted EBITDA for our two reportable segments:

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RV and Outdoor Retail

Strategic Review

On January 17, 2024, we announced that we were reviewing potential strategic alternatives for our Good Sam business.

In conducting that review, we came to the decision that the greatest value to the Company can be achieved through retaining the Good Sam business.

We have deepened our appreciation for the non-cyclical nature of the business and recognize the large growth potential of the business over multiple vectors in the outdoor and recreational space.

Going forward, we expect that Good Sam will continue to benefit from its relationship with the Camping World brand and store footprint but will be empowered to operate independently to drive growth.

Key Performance Indicators

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Our same store revenue calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year.

As of December 31, 2024 and 2023, we had a base of 175 and 166 same stores, respectively.

As of December 31, 2025, we had a base of 175 same stores.

For the years ended December 31, 2025 and 2024, our aggregate same store revenue was $5.5 billion and $5.3 billion, respectively.

With same store revenue driven by the number of transactions and the average transaction price, changes in our mix of new vehicle sales has in the past negatively impacted, and in the future is likely to negatively impact, our new vehicle same store revenue.

With same store revenue driven by the number of transactions and the average transaction price, changes in our mix of new vehicle sales have in the past negatively impacted, and in the future is likely to negatively impact, our new vehicle same store revenue.

Over the past several years, we have seen a shift in our overall mix of new RV sales towards travel trailer vehicles, which tend to carry lower average selling prices than other classes of new RV vehicles.

From 2015 to 2025, total new vehicle travel trailer units have increased from 62% to 79% of total new vehicle unit sales.

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.

From 2015 to 2025 our average selling price of a new vehicle unit decreased 7.0% from $39,853 to $37,083, as the higher mix of lower priced travel trailers was partially offset by inflation over that period.

Gross Profit and Gross Margins .

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Sales of new vehicles generally result in a lower gross margin than other areas of our business, including used vehicles, repair service and installation work, RV equipment and accessories, outdoor equipment and accessories and finance and insurance products.

While gross margins for our RV and Outdoor Retail segment are lower than

gross margins for our Good Sam Services and Plans, this segment generates significant gross profit and is our primary means of acquiring new customers, to whom we then cross sell our higher margin products and services with recurring revenue.

While gross margins for our RV and Outdoor Retail segment are lower than gross margins for our Good Sam Services and Plans, this segment generates significant gross profit and is our primary means of acquiring new customers, to whom we then cross sell our higher margin products and services with recurring revenue.

We believe the overall growth of our RV and Outdoor Retail segment will allow us to continue to drive growth in gross profit due to our ability to cross sell our Good Sam Services and Plans to our Active Customer base.

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According to the RV Industry Association’s survey of manufacturers, which almost entirely focuses on North America, wholesale shipments of new RVs for 2025 were 342,220 units, 2.5% greater than in 2024.

This positive trend is highlighted by a 7.6% rise in December 2024 shipments with 23,153 units shipped compared to 21,522 units shipped in the same period in 2023.

The per unit cost of new vehicles in fiscal year 2023 was significantly higher than we experienced prior to the COVID-19 pandemic, due to the RV manufacturers’ supply constraints during the pandemic, strong demand for new vehicles during the pandemic, higher inflation, and higher interest rates.

These higher costs were partially mitigated by the higher average selling prices on new vehicles initially, but we experienced a decrease in new vehicle gross margins during the year ended December 31, 2023, as a result of these higher costs.

We experienced a 4.3% decrease in the average sale price of new vehicles during fiscal year 2023 compared to 2022, driven by more price sensitive customers in a higher interest rate environment.

Since certain of our RV manufacturers had indicated that they expected new towable vehicle average manufacturer selling prices to decline by up to 10% for 2024 model year vehicles, we focused on clearing out a significant portion of our pre-2024 model year new vehicles primarily during the fourth quarter of 2023 and early 2024 to improve the mix of our new vehicle inventory toward the lower cost 2024 model year vehicles.

These new vehicle cost decreases further decreased average selling prices of new vehicles in 2024.

For the year ended December 31, 2024, overall new vehicle gross margins decreased 112 basis points to 14.4%, as our average selling price per vehicle decreased 8.6% while our average cost per vehicle decreased 7.4%.

Additionally, these new vehicle price pressures have resulted, and may continue to result, in a decline in residual values of used vehicles, which led us to discount used vehicle pricing in order to maintain used vehicles as a lower cost alternative to new vehicles, which has negatively impacted used vehicle gross margins.

We also experienced lower used vehicle inventory levels in 2024 as we slowed procurement to allow RV owner pricing expectations to adjust as a result of 2024 model year pricing declines.

During the fourth quarter of 2024, we took steps to reverse the trend of decreasing used vehicle revenue and unit sales, which resulted in an 8.2% increase in used vehicle revenue and 11.4% increase in used vehicle unit sales in the fourth quarter of 2024.

The increased mix of lower cost recent model year vehicles during 2025 compared to 2024, as well as a mix shift toward more inexpensive entry level travel trailers, resulted in lower average selling prices and lower average cost per unit of new vehicles, which partially offset each other to reduce gross margins by 120 basis points during 2025.

Additionally, residual values of used vehicles declined during 2024 as a result of a decrease in new vehicle costs, which resulted in 2025 having slightly lower average selling prices of used vehicles, slightly lower average cost per unit of used vehicles, and a slight improvement in used vehicle gross margins.

We experienced lower used vehicle inventory levels for much of 2024 as we slowed procurement to allow RV owner pricing expectations to adjust as a result of 2024 model year pricing declines.

Beginning in the fourth quarter of 2024 after the release of 2025 model year pricing, we took steps to increase used vehicle revenue and unit sales by increasing the procurement of used vehicles.

This resulted in a 22.1% increase in used vehicles revenue and 24.6% increase in used vehicles unit sales in 2025.

Since used vehicle inventory levels were normalized during 2025, we would expect used vehicles revenue and unit sales in 2026 to grow at a lower rate than what we experienced in 2025.

We are closely monitoring U.S.

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There is uncertainty as to the extent and duration of additional tariffs that have or may be imposed on imports from these countries.

We have made adjustments to our procurement practices to partially mitigate certain of the potential negative effects that additional tariffs may impose on the sourcing of our inventory and equipment.

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.

We made adjustments to our procurement practices to partially mitigate certain of the negative effects that additional tariffs may impose on the sourcing of our inventory and equipment.

Additionally, many of our U.S.-based suppliers source some of their components from these countries, which has resulted and may in the future 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 $37.6 million, $10.5 million and $2.3 million, respectively.

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In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or at all.

As noted in “Industry Trends” above, we have experienced, and continue to experience, reduced cost and average selling prices with respect to new vehicles and, as a byproduct of the new vehicle pricing decrease, used vehicles.

New and used vehicles regularly represent a majority of our costs.

However, inflationary factors, such as increases to our product cost, overhead costs, or tariffs on imported product or components used by RV manufacturers, have in the past adversely affected and may in the future adversely affect our operating results if the selling prices of our products and services do not increase proportionately with those increased costs or if demand for our products and services declines as a result of price increases to address inflationary costs.

We finance substantially all of our new vehicle inventory and certain of our used vehicle inventory through revolving floor plan arrangements.

Inflationary increases in the costs of new and/or used vehicles financed through the revolving floor plan arrangement result in an increase in the outstanding principal balance of the revolving floor plan arrangement.

Additionally, our leases require us to pay taxes, maintenance, repairs, insurance and utilities, all of which are generally subject to inflationary increases.

Further, the cost of remodeling acquired RV dealership locations and constructing new RV dealership locations is subject to inflationary increases in the costs of labor and material, which results in higher rent expense on new RV dealership locations.

Finally, our credit agreements include interest rates that vary based on various benchmarks.

Such rates have historically increased during periods of increasing inflation.

Restructuring

In 2019, we made a strategic decision to refocus our business around our core RV competencies (the “2019 Strategic Shift”), which was substantially complete by December 31, 2021.

On March 1, 2023, our

management determined to implement plans (the “Active Sports Restructuring”), which were substantially complete by December 31, 2023.

For the 2019 Strategic Shift the remaining potential ongoing charges related to lease termination costs and other associated costs relating to the leases of certain previously closed locations and facilities.

On March 1, 2023, our management determined to implement plans to exit and restructure operations of our indirect subsidiary, Active Sports, LLC, a specialty products retail business (the “Active Sports Restructuring”), which were substantially complete by December 31, 2023.

For the 2019 Strategic Shift, the remaining potential ongoing charges relate to lease termination costs and other associated costs relating to the leases of certain previously closed locations and facilities.

The timing of sublease and/or termination negotiations will vary as both are contingent on landlord approvals.

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federal and most applicable state and local income tax purposes and, as such is generally not subject to any U.S.

federal entity-level income taxes (“Pass-Through”), with the exception of Americas Road and Travel Club, Inc.

federal entity-level income taxes (“Pass-Through”), with the exception of CWFR Capital, LLC, Americas Road and Travel Club, Inc.

and FreedomRoads RV, Inc., and their wholly-owned subsidiaries, which are active C-Corps embedded within the CWGS, LLC structure.

As discussed below, prior to 2023, Camping World, Inc.

(“CW”) and its wholly-owned subsidiaries were also C-Corps embedded within the CWGS, LLC structure.

By January 2, 2023, the “LLC Conversion” (see Note 12 — Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K) was completed.

Beginning with the year ended December 31, 2024, the LLC Conversion has allowed and we expect will continue to allow certain losses that previously would have been confined within the C-Corp portion of CWGS, LLC to instead offset a portion of income generated by the Pass-Through portion of CWGS, LLC, which reduces the amount of income tax expense recorded by CWH.

The LLC Conversion has and we expect will continue to reduce the amount of tax distributions required to be paid by CWGS, LLC to CWH and the non-controlling interest holders under the CWGS LLC Agreement beginning with the year ended December 31, 2023.

CWH receives an allocation of its share of the net income of CWGS, LLC based on CWH’s weighted-average ownership of CWGS, LLC for the period.

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The income tax relating to the net income of CWGS, LLC allocated to CWH that relates to separately taxed C-Corp entities is recorded within the consolidated results of CWGS, LLC.

No income tax expense is recognized by the Company for the portion of net income of CWGS, LLC allocated to non-controlling interests other than income tax expense recorded by CWGS, LLC.

No income tax expense is recognized by the

Company for the portion of net income of CWGS, LLC allocated to non-controlling interests other than income tax expense recorded by CWGS, LLC.

Rather, tax distributions are paid to the non-controlling interest holders, which are recorded as distributions to holders of LLC common units in the consolidated statements of cash flows.

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federal, state and local income taxes with respect to its allocable share of any taxable income of CWGS, LLC and is taxed at the prevailing corporate tax rates.

For the years ended December 31, 2024, 2023 and 2022, the Company used blended statutory tax rate assumptions between 25.0% and 25.4%, for income adjustments applicable to CWH when calculating the adjusted net income attributable to Camping World Holdings, Inc.

For the years ended December 31, 2025, 2024 and 2023, the Company used a blended statutory tax rate assumption between 25.0% and 25.3%, for income adjustments applicable to CWH when calculating the adjusted net income attributable to Camping World Holdings, Inc.

— basic and diluted (see “Non-GAAP Financial Measures” in Part II, Item 7 of this Form 10-K).

For the year ended December 31, 2025, CWH recorded a full valuation allowance on its CWH net deferred tax assets, which is expected to significantly reduce the income tax expense that CWH will record in periods after 2025 while that full valuation allowance is in place (see Note 12 — Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).

CWGS, LLC may be liable for various other state and local taxes.

The following table presents the allocation of CWGS, LLC’s C-Corp and Pass-Through net income to CWH, the allocation of CWGS, LLC’s net (loss) income to non-controlling interests, income tax benefit (expense) recognized by CWH, and other items:

Year Ended December 31,

($ in thousands)

C-Corp portion of CWGS, LLC net income allocated to CWH

Pass-Through portion of CWGS, LLC net (loss) income allocated to CWH

CWGS, LLC net (loss) income allocated to CWH

CWGS, LLC net (loss) income allocated to noncontrolling interests

CWGS, LLC net (loss) income

Tax Receivable Agreement liability adjustment

Income tax benefit (expense) recorded by CWH

Other incremental CWH net income

Net (loss) income

The following table presents further information on income tax benefit (expense):

The following table presents further information on income tax (expense) benefit:

Year Ended December 31,

($ in thousands)

Income tax benefit (expense) recorded by CWH (1)

Income tax (expense) benefit recorded by CWH (1)

Income tax expense recorded by CWGS, LLC (2)

Income tax benefit (expense)

Income tax (expense) benefit

(1) During the year ended December 31, 2025, this amount included $182.8 million of income tax expense related to the full valuation allowance recorded on CWH’s net deferred tax assets and $37.3 million of income tax expense for the associated reduction in the Tax Receivable Agreement liability.

During the year ended December 31, 2024, this amount included $11.4 million of income tax benefit related to federal net operating losses and $5.5 million related to state net operating losses.

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Additionally, the Company recorded an income tax benefit of $4.1 million related to an entity classification election, which was filed in the third quarter of 2023 with an effective date of January 2, 2023.

During the year ended December 31, 2022, this amount included $13.3 million of income tax expense related to the LLC Conversion.

This income tax expense was primarily from the write-off of deferred tax assets, which was partially offset by the release of valuation allowance.

During the years ended December 31, 2023 and 2022, the Company recorded $15.3 million of income tax benefit and $12.5 million of income tax expense, respectively, related to changes in the valuation allowance on the Company’s outside basis difference deferred tax asset in CWGS, LLC.

See Note 1 – Summary of Significant Accounting Policies – Revisions to Prior Period Consolidated Financial Statements and Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

During the year ended December 31, 2023, the Company recorded $15.3 million of income tax benefit related to changes in the valuation allowance on the Company’s outside basis difference deferred tax asset in CWGS, LLC.

See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(2) During the year ended December 31, 2023, this amount included $2.9 million of income tax benefit related to CW state unitary net operating losses.

During the year ended December 31, 2022, this amount included $15.2 million of income tax expense related to the LLC Conversion.

This income tax expense was primarily from the write-off of deferred tax assets, which was partially offset by the release of valuation allowance.

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Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

The following tables set forth information comparing the components of net income for the years ended December 31, 2024 and 2023.

Unless otherwise indicated, all financial comparisons in this section of Results of Operations compare our financial results for the year ended December 31, 2025 to our financial results from the year ended December 31, 2024.

The following table sets forth information comparing the components of net income for the years ended December 31, 2025 and 2024.

December 31, 2025

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Operating expenses:

Selling, general, and administrative

Depreciation and amortization

Long-lived asset impairment

Lease termination

Loss (gain) on sale or disposal of assets

Gain on lease termination and/or remeasurement

(Gain) loss on sale or disposal of assets

Total operating expenses

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Total other expense

(Loss) income before income taxes

Income tax benefit

Net (loss) income

Income (loss) before income taxes

Income tax (expense) benefit

net (loss) income attributable to non-controlling interests

Net (loss) income attributable to Camping World Holdings, Inc.

Net loss attributable to Camping World Holdings, Inc.

n/m- not meaningful

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(2) Front end yield is calculated as gross profit from new vehicles, used vehicles and finance and insurance (net), divided by combined new and used vehicle unit sales.

(3) Inventory turnover calculated as vehicle costs applicable to revenue over the last twelve months divided by the average quarterly ending vehicle inventory over the last twelve months.

(3) Inventory turnover is calculated as vehicle costs applicable to revenue over the last twelve months divided by the average quarterly ending vehicle inventory over the last twelve months.

(4) An Active Customer is a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement.

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Good Sam Services and Plans

Good Sam Services and Plans revenue increased slightly as increased contracts in force for our Good Sam Insurance Agency programs and the introduction of our new tire rescue roadside assistance program were partially offset by reduced contracts in force for our traditional roadside assistance programs.

Good Sam Services and Plans gross profit and gross margin decreased primarily due to the nonrecurrence in 2024 of $5.5 million in savings from finalizing contract negotiations to exit an arrangement with a service partner in 2023, incremental roadside assistance claims costs in 2024 and reduced policies in force for our roadside assistance programs, partially offset by increased contracts in force for our Good Sam Insurance Agency programs.

Good Sam Services and Plans revenue increased primarily from increased Good Sam branded extended vehicle warranty program sales through retail finance and insurance offerings and increased marketing fee revenue from our Good Sam branded vehicle insurance programs.

Good Sam Services and Plans gross profit and margin decreased primarily due to incremental roadside assistance claims costs in 2025, and incremental costs associated with our tire rescue roadside assistance business purchased in June 2024, partially offset by increased Good Sam branded extended vehicle warranty program sales through retail finance and insurance offerings.

RV and Outdoor Retail

New vehicles revenue increased primarily due to a 20.0% increase in the number of new vehicles sold, partially offset by an 8.6% decrease in the average selling price per new vehicle sold driven primarily by the lower cost of 2024 model year travel trailers and discounting of pre-2024 model year new vehicles.

On a same store basis, new vehicles revenue increased 4.9% to $2.5 billion with an increase in the number of new vehicles sold of 15.0%, which was partially offset by an 8.8% decrease in the average selling price per new vehicle sold (see Industry Trends above in Item 7 of Part II of this Form 10-K for further discussion of new vehicle average selling prices and cost).

New vehicles gross profit increased primarily due to the increase in new vehicles sold, partially offset by the lower gross profit per new vehicle.

The lower gross profit per new vehicle and 112 basis point decrease in new vehicle gross margin was driven by the 8.6% decrease in average selling price per new vehicle sold, which was mostly offset by a 7.4% decrease in average cost per new vehicle sold resulting primarily from the lower cost 2024 model year travel trailers.

New vehicles revenue decreased primarily due to a 7.5% decrease in the average selling price per new vehicle sold, partially offset by a 5.6% increase in the new vehicles unit sales.

On a same store basis, new vehicles revenue decreased 2.0% to $2.5 billion resulting from an 8.4% decrease in the average price per vehicle sold which was impacted by the mix shift toward more inexpensive entry level travel trailers, partially offset by a 6.9% increase in new vehicles units sold.

New vehicles gross profit decreased primarily due to a 120 basis point decrease in new vehicles gross margin, which was partially offset by the 5.6% increase in new vehicles unit sales.

The new vehicles gross margin decrease was primarily driven by the 7.5% decrease in the average selling price per new vehicle sold, partially offset by a 6.2% reduction in the average cost per new vehicle sold.

Used vehicles

Used vehicles revenue decreased primarily due to a 10.2% reduction in the number of used vehicles sold and a 9.2% decrease in the average selling price per used vehicle sold.

The decrease in used vehicles sold was due in large part to slowed procurement of used vehicles.

This reduced availability and decrease in average selling price of used vehicles were largely a byproduct of the lower cost and selling price of 2024 model year new vehicles, which impacted used vehicles as discussed in “Industry Trends” above.

On a same store

basis, used vehicles revenue decreased 22.8% to $1.4 billion, resulting from a 14.6% decrease in used vehicles sold and a 9.6% decrease in average sales price per used vehicle sold.

Used vehicles gross profit decreased primarily due to the decrease in used vehicles sold and the lower gross profit per used vehicle sold.

The lower gross profit per used vehicle and a 209 basis point decrease in used vehicle gross margin was driven by the 9.2% decrease in average selling price per used vehicle sold, partially offset by the 6.8% decrease in average cost per used vehicle sold.

Used vehicles revenue increased primarily due to a 24.6% increase in used vehicles unit sales, partially offset by a 2.0% decrease in the average selling price per used vehicle sold.

On a same store basis, used vehicles revenue increased 20.7% to $1.8 billion resulting from an increase in used vehicles unit sales of 24.3%, partially offset by a 2.9% decrease in average sales price per used vehicle sold.

Used vehicles gross profit increased primarily due to the 24.6% increase in used vehicles unit sales and a 14 basis point increase in used vehicles gross margin.

The increase in used vehicles gross margin was

primarily due to a 2.2% decrease in the average cost per used vehicle sold which was partially offset by a 2.0% decrease in the average price per used vehicle sold.

Products, service and other

Products, service and other revenue decreased primarily due to a reduction in sales activity resulting from our Active Sports Restructuring, the divestiture of our RV furniture business, and fewer used vehicles sold leading to a decline in retail product attachment to vehicle sales, as used vehicles experience higher retail product attachment than new vehicles.

This revenue decrease was partially offset by increases in RV service revenue.

Products, service and other revenue decreased primarily due to increased mix of labor towards used vehicle reconditioning and away from customer pay and warranty work as used vehicle sales volumes increased, and the divestiture of our RV furniture business in May 2024, which contributed $9.3 million of revenue outside of the RV furniture sold through our store locations in 2024.

On a same store basis, products, service and other revenue decreased 6.7% to $609.4 million.

Products, service and other gross profit increased primarily due to higher labor billing rates and billable hours.

The increase in products, service and other gross margin was primarily due to higher labor billing rates resulting from increased demand and increased technician wages, a higher proportion of billable labor, product discounting associated with restructuring of our Active Sports business in 2023, and margin improvement associated with the sale of our RV furniture business in the second quarter of 2024.

The slight decrease in products, service and other gross profit was due to the lower revenue discussed above, mostly offset by the 348 basis point increase in gross margins.

The products, service and other gross margin increase was primarily driven by higher labor billing rates, improved gross margins on our aftermarket parts assortment, and the divestiture of the RV furniture business, which had a negative gross margin for 2024.

Finance and insurance, net

Finance and insurance revenue and gross profit is recorded net, since the Company is acting as an agent in the transaction, and commission is recognized when a finance and insurance product contract payment has been received or financing has been arranged.

Finance and insurance, net revenue increased $37.5 million, which was primarily a result of an increased number of contracts sold from the increased vehicles sold.

Finance and insurance, net revenue as a percentage of new and used vehicle revenue was 13.5%, an increase from 12.3%.

The finance and insurance, net revenue increase was primarily a result of an increased number of contracts sold resulting from a 13.6% increase in total vehicle unit sales and incremental revenue from new finance and insurance products, partially offset by a 6.2% decrease in total vehicle average selling price, since certain finance and insurance, net offerings correlate with the selling price of vehicles, and an unfavorable impact of $6.7 million from changes in the estimate of chargebacks based on actuarial analyses.

Finance and insurance, net revenue as a percentage of new and used vehicle revenue was 13.5%, unchanged from the prior year.

On a same store basis, finance and insurance, net revenue increased 7.4%.

Good Sam Club

Good Sam Club revenue increased mostly due to an additional $2.8 million of favorable adjustments to our loyalty point liability from changes in our estimates of breakage and point value, an additional $1.7 million of revenue from enhancements to the co-branded credit card program in late 2023 to incorporate our loyalty points program into the credit card rewards, and an increased rate per annual membership, partially offset by a decrease in Good Sam Club enrollment, excluding free basic plan members.

The decrease in Good Sam Club members resulted from an increase in the standard membership price and the introduction of the free basic plan in late 2023 that provides for limited participation in the loyalty point program without access to the remaining member benefits.

Good Sam Club revenue and gross profit had a decrease primarily from a 7.7% decrease in Good Sam Club members, excluding free basic plan members, increased club digital marketing expense to attract new members and retain existing members, and increased employee compensation costs.

The decline in Good Sam Club members was a result of the availability of the free basic plan that was introduced in late 2023, which provides for limited participation in the loyalty point program without access to the remaining member benefits, price increases introduced by early 2024 that impacted renewal rates, and the discontinuation of a three-year membership that was replaced by a one-year elite tier membership with similar pricing.

Operating Expenses and Other

SG&A increased primarily due to $29.4 million of additional advertising expenses, and $7.3 million of additional employee compensation costs, consisting of a $9.3 million increase in employee cash compensation expenses partially offset by a $2.0 million decrease in SBC expenses.

Selling, general and administrative expenses increased primarily due to a $22.6 million increase in stock-based compensation expense (“SBC”), a $12.5 million increase in outside service provider fees related primarily to software expenses and related maintenance expense;

and an $11.4 million increase in commissions costs;

partially offset by a $16.7 million decrease in employee cash compensation costs excluding commissions.

Depreciation and amortization

Depreciation and amortization increased primarily from $7.9 million of additional amortization of finance lease assets that included the conversion of six property operating leases to finance leases.

The remaining

increase was primarily from additional depreciation on property and equipment for new store locations added in 2024 and late 2023.

Depreciation and amortization increased primarily from accelerated depreciation on properties no longer in service and additional depreciation associated with incremental capital expenditures for existing dealership locations versus the prior year.

Long-lived asset impairment

As discussed in Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K, we recognized $15.1 million of long-lived asset impairments in 2024, relating to operating lease assets, leasehold improvements, and buildings and improvements.

We recognized $9.3 million of long-lived asset impairments in 2023, of which $6.6 million related to the 2023 Active Sports Restructuring.

Lease Termination

We recognized a $2.3 million gain from lease terminations in 2024, which represented $6.8 million from the derecognition of the operating lease assets and liabilities and other lease costs relating to the terminated leases, partially offset by $4.5 million of cash payments to terminate those leases.

Loss (gain) on sale or disposal of assets

The increased loss on sale or disposal of assets in 2024 was driven primarily by the divestiture of our RV furniture business that resulted in a loss of $7.1 million (see Note 6 – Assets Held for Sale and Business Divestiture to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).

Additionally, the gain on sale or disposal of assets in 2023 related primarily to the sale of properties.

As discussed in Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K, we recognized $1.2 million and $15.1 million of long-lived asset impairment charges for the years ended December 31, 2025 and 2024, respectively, relating to decreases in market rental rates or market value of real property for closed locations, or based on the Company’s review of location performance in the normal course of business.

Gain on lease termination and/or remeasurement

We recognized a $0.3 million decrease in gain on lease termination and/or lease remeasurement in 2025, which represented a decrease of $2.7 million from the derecognition of the operating lease assets and liabilities and other lease costs relating to the terminated leases net of cash payments to terminate those leases, partially offset by a $2.4 million gain on remeasurement of leases in connection with other extensions negotiated in 2025.

(Gain) loss on sale or disposal of assets

The change in (gain) loss on sale or disposal of assets was driven primarily by the divestiture of our RV furniture business in 2024 that resulted in a loss of $7.1 million (see Note 6 – Assets Held for Sale and Business Divestiture to our consolidated financial statements included in Part II, Item 8 of this Form 10-K), as well as a reduction in loss on sale or disposal of various assets in RV and Outdoor Retail segment.

Floor plan interest expense

The significant increase in floor plan interest expense was primarily due to increased average floor plan balances and a 60 basis point increase in the average floor plan borrowing rate.

The average interest rates for the Floor Plan Facility for the years ended December 31, 2024 and 2023 were 7.63% and 7.03%, respectively.

The decrease in floor plan interest expense was primarily due to a 128 basis point decrease in the average floor plan borrowing rate.

The average interest rate for the Floor Plan Facility for the years ended December 31, 2025 and 2024 was 6.35% and 7.63%, respectively.

Other interest expense, net

Other interest expense, net increased primarily due to a higher average principal balance from increased borrowings with higher average interest rates on the Company’s Real Estate Facilities, and a 20 basis point increase in the Term Loan Facility average interest rate (see Note 10 – Long-Term Debt to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).

Other interest expense, net decreased primarily due to a 93 basis point decrease in the Term Loan Facility average interest rate, and lower average principal balances on the Company’s Term Loan Facility and Real Estate Facilities (see Note 10 – Long-Term Debt to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).

The average interest rate for the Term Loan Facility for the years ended December 31, 2025 and 2024 was 6.87% and 7.80%, respectively.

The average interest rate on the M&T Real Estate Facility for years ended December 31, 2025 and 2024 was 6.78% and 7.45%, respectively.

Other expense, net

Other expense, net primarily represents loss and impairment on investments in equity securities which included impairment on investments in equity securities of $0.9 million and $1.3 million in 2024 and 2023, respectively.

Tax Receivable Agreement Liability adjustment

The Tax Receivable Agreement Liability adjustment for 2023 consisted of a $2.4 million benefit, related to a remeasurement from changes in blended state income tax rates.

Income tax benefit

Income tax benefit increased primarily due to the reduction in earnings generated from CWGS, LLC for which the Company is subject to U.S.

federal and state taxes on its allocable share and changes in deferred tax assets, net of valuation allowance.

The increase in Tax Receivable Agreement liability adjustment was based on the change in the determination of the realizability of future cash tax benefits underlying the estimate of future payments under the Tax Receivable Agreement during the year ended December 31, 2025, which resulted in a remaining Tax Receivable Agreement liability of $1.4 million as of December 31, 2025.

See Note 12 ― Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for further details.

Other expense, net

Other expense, net increased primarily due to $3.0 million higher losses recognized on investments in equity securities and an additional credit loss of $4.1 million related to notes receivable associated with those investments in equity securities.

Income tax (expense) benefit

The change in income tax (expense) benefit was primarily due to $182.8 million of income tax expense for establishing a full valuation allowance against the net deferred tax assets of the public holding company, CWH, during the year ended December 31, 2025 and $37.3 million of income tax expense for the remeasurement of deferred tax assets associated with the reduction of the Tax Receivable Agreement liability, as discussed above.

See Note 12 ― Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for further details.

Segment Results

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(1) Intersegment revenue consist of segment revenue that is eliminated in our consolidated statements of operations.

(2) Adjusted costs applicable to revenue excludes stock-based compensation expense, restructuring costs, and intersegment costs applicable to revenue.

(1) Intersegment revenue consists of segment revenue that is eliminated in our consolidated statements of operations.

(2) Adjusted costs applicable to revenue exclude stock-based compensation expense, and intersegment costs applicable to revenue.

(3) Intersegment costs applicable to revenue consist of segment costs applicable to revenue that are eliminated in our consolidated statements of operations.

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See the “Revenue and Gross Profit” section above for a discussion of impacts to revenue for Good Sam Services and Plans.

Adjusted costs applicable to revenues increased primarily from the nonrecurrence in 2024 of the $5.5 million in savings from finalizing contract negotiations to exit an arrangement with a service partner in 2023 and incremental roadside assistance claims costs in 2024.

Adjusted selling, general and administrative expense increased primarily from $2.6 million of additional employee cash compensation expense.

The Good Sam Services and Plans Segment Adjusted EBITDA decrease was driven primarily by the increases to adjusted costs applicable to revenue and adjusted selling, general and administrative expense discussed above.

Adjusted costs applicable to segment revenues reflected increased roadside assistance claims costs and costs associated with the tire rescue roadside assistance business purchased in June, 2024.

The adjusted selling, general and administrative expenses increased primarily from increased employee cash compensation expense.

The Good Sam Services and Plans Segment Adjusted EBITDA decrease was driven primarily by the increase to adjusted costs applicable to revenue and additional adjusted selling, general and administrative expenses, partially offset by the increase to external revenue discussed above.

Intersegment revenue and intersegment costs applicable to revenue did not have a significant impact on the decrease in Segment Adjusted EBITDA.

RV and Outdoor Retail Segment

See the “Revenue and Gross Profit” section above for a discussion of impacts to revenue for RV and Outdoor Retail and “Floor plan interest expense” section above for a discussion of the increase in floor plan interest expense.

Adjusted costs applicable to revenue decreased from (i) lower total vehicle costs of $14.7 million driven by 5.3% lower cost per total vehicle units, which was partially offset by 5.2% higher total unit sales, and (ii) lower products, service and other costs applicable to revenue from the decrease in revenue, additional costs applicable to revenue in 2023 from the discounting associated with restructuring of our Active Sports business in 2023, and the sale of our RV furniture business in the second quarter of 2024.

Adjusted selling, general and administrative expense increased primarily from $28.9 million of additional advertising expenses.

The RV and Outdoor Retail Segment Adjusted EBITDA decreased from the reductions in revenue and increases in segment expenses discussed above.

Intersegment revenue, intersegment costs applicable to revenue, and intersegment operating expenses did not have a significant impact on the decrease in Segment Adjusted EBITDA.

Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022

The following tables set forth information comparing the components of net income for the years ended December 31, 2023 and 2022.

December 31, 2023

December 31, 2022

Favorable/ (Unfavorable)

($ in thousands)

Good Sam Services and Plans

RV and Outdoor Retail:

Used vehicles

Products, service and other

Finance and insurance, net

Good Sam Club

Total revenue

Gross profit (exclusive of depreciation and amortization shown separately below):

Good Sam Services and Plans

RV and Outdoor Retail:

Used vehicles

Products, service and other

Finance and insurance, net

Good Sam Club

Total gross profit

Operating expenses:

Selling, general and administrative expenses

Depreciation and amortization

Long-lived asset impairment

Lease termination

Loss (gain) on sale or disposal of assets

Total operating expenses

Income from operations

Other expense:

Floor plan interest expense

Other interest expense, net

Tax Receivable Agreement liability adjustment

Other expense, net

Total other expense

Income before income taxes

Income tax benefit (expense)

net income attributable to non-controlling interests

Net income attributable to Camping World Holdings, Inc.

n/m- not meaningful

Supplemental Data

Year Ended December 31,

Used vehicles

Average selling price

Used vehicles

Same store unit sales (1)

Used vehicles

Same store revenue (1) ($ in 000s)

Used vehicles

Products, service and other

Finance and insurance, net

Average gross profit per unit

Used vehicles

Finance and insurance, net per vehicle unit

Total vehicle front-end yield (2)

Good Sam Services and Plans

Used vehicles

Products, service and other

Finance and insurance, net

Good Sam Club

Subtotal RV and Outdoor Retail

Total gross margin

Retail locations

RV dealerships

RV service & retail centers

Other retail stores

RV and Outdoor Retail inventories ($ in 000s)

Used vehicles

Products, parts, accessories and misc.

Total RV and Outdoor Retail inventories

Vehicle inventory per location ($ in 000s)

New vehicle inventory per dealer location

Used vehicle inventory per dealer location

Vehicle inventory turnover (3)

New vehicle inventory turnover

Used vehicle inventory turnover

Active Customers (4)

Good Sam Club members (5)

Service bays (6)

Finance and insurance gross profit as a % of total vehicle revenue

Same store locations

unch -unchanged

bps- basis points

n/a- not applicable

(2) Front end yield is calculated as gross profit from new vehicles, used vehicles and finance and insurance (net), divided by combined new and used vehicle unit sales.

(3) Inventory turnover calculated as vehicle costs applicable to revenue over the last twelve months divided by the average quarterly ending vehicle inventory over the last twelve months.

(4) An Active Customer is a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement.

(5) Excludes Good Sam Club members under the free basic plan, which was introduced in November 2023 and provides for limited participation in the loyalty point program without access to the remaining member benefits.

(6) A service bay is a fully-constructed bay dedicated to service, installation, and/or collision offerings.

Revenue and Gross Profit

Good Sam Services and Plans

Good Sam Services and Plans revenue increased primarily due to increased contracts in force from the Good Sam Insurance Agency, extended vehicle warranty and roadside assistance programs, partially offset by an enrollment reduction from the Good Sam TravelAssist programs and reduced magazine ad revenue.

Good Sam Services and Plans gross profit and gross margin increased primarily due to a nonrecurring $5.5 million in savings from finalizing contract negotiations to exit an arrangement with a service partner in 2023 and increased contracts in force from the roadside assistance, extended vehicle warranty, and Good Sam Insurance Agency programs, in addition to our efforts to reduce expenses.

RV and Outdoor Retail

New vehicle revenue decreased primarily due to a 16.6% decrease in new vehicles sold, and, to a lesser extent, a 4.3% decrease in the average selling price per new vehicle sold.

On a same store basis, new vehicle revenue decreased 25.7% to $2.3 billion, and new vehicle units sold decreased 22.1%.

New vehicle gross profit decreased primarily due to the above mentioned factors impacting new vehicle revenue and a 1.3% increase in the average cost per new vehicle sold.

New vehicle gross margin decreased 465 basis points primarily due to compression from the higher cost per new unit sold and the lower average selling price of new vehicles (see Industry Trends in Item 7 of Part II of this Form 10-K for further discussion of new vehicle average selling prices and cost).

Used Vehicles

Used vehicle revenue increased primarily due to a 10.7% increase in used vehicles sold, driven by an increase in demand for used vehicles, as they are a lower-cost alternative to new vehicles, partially offset by a 4.8% decrease in average selling price per used vehicle sold.

On a same store basis, used vehicle revenue decreased 0.7% to $1.8 billion and used vehicle units sold increased 5.0%.

Used vehicle gross profit decreased primarily due to a 4.8% decrease in average price per used vehicle sold and a 0.3% increase in the cost per used vehicle sold, partially offset by a 10.7% increase in used vehicles sold.

Used vehicle gross margin decreased 400 basis points primarily due to the decrease in the average selling price per used vehicle and compression from the slightly higher cost per used vehicle sold.

Products, Service and Other

Products, service and other revenue decreased primarily due to lower demand and lower stocking levels of lifestyle and activities, and design and home products, as well as a reduction in demand for our RV furniture distribution business as RV manufacturers slowed RV production.

Revenues were also impacted negatively by our Active Sports Restructuring.

On a same store basis, products, service and other revenue decreased 8.0% to $635.7 million in 2023 from $691.0 million in 2022.

Products, service and other gross profit decreased primarily due to the demand trends noted above, discounting to reduce inventory levels, discounting of Active Sports merchandise in conjunction with the Active Sports Restructuring, and compression from higher costs.

Products, service and other gross margin increased primarily due to higher labor billing rates.

Finance and Insurance, net

Finance and insurance, net revenue decreased primarily due to the 5.1% decrease in total vehicles sold, and lower average sales prices, partially offset by $6.0 million of favorable adjustments to cancellation reserve assumptions.

Finance and insurance, net revenue as a percentage of new and used vehicle revenue was 12.3% for the year ended December 31, 2023, an increase from 12.2% for the year ended December 31, 2022.

On a same store basis, finance and insurance, net revenue decreased 15.9%, or $95.1 million, to $504.3 million versus the year ended December 31, 2022.

Good Sam Club

Good Sam Club revenue decreased 4.3% primarily due to reduced marketing fee revenue from the Good Sam Club branded credit card, and reduced Good Sam Club membership fees resulting primarily from reduced retail traffic.

Good Sam Club gross profit and gross margin increased primarily due to reduced marketing expenses.

Operating Expenses and Other

Selling, general and administrative

Selling, general and administrative expenses decreased primarily due to approximately $49.2 million of reduced advertising expenses, $35.1 million of reduced commissions costs, and $10.0 million of reduced equity-based compensation, partially offset by increased facility costs related to the net six additional store locations added during the year ended December 31, 2023.

Equity-based compensation expenses decreased $10.0 million (See Note 21 — Stock-Based Compensation Plans to our consolidated financial statements included in Part II, Item 8 of this Form 10-K) resulting primarily from (i) $2.7 million less expense, compared to 2022, related to the modification of restricted stock units to accelerate and/or continue vesting under employee separation agreements, post-termination consulting arrangements, and/or transition agreements, and (ii) fewer weighted-average restricted stock units outstanding from significantly fewer restricted stock units granted in 2022 and 2023 compared to any of the years from 2017 to 2021.

Depreciation and amortization

Depreciation and amortization decreased primarily from $8.8 million of incremental accelerated amortization during the year ended December 31, 2022 from the adjustment of the useful lives of certain trademark and trade name intangible assets associated with brands not traditionally associated with RVs that we were phasing out, and reduced capital expenditures.

These trademark and trade name intangible assets were fully amortized as of March 31, 2022.

Long-lived asset impairment

As discussed in Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K, we recognized $9.3 million of long-lived asset impairments in 2023 of which $6.6 million related to the 2023 Active Sports Restructuring, and $4.2 million of long-lived asset impairments in 2022, of which $1.6 million related to the 2019 Strategic Shift discussed above.

Floor plan interest expense

The significant increase in floor plan interest expense was primarily due to a 345 basis point increase in the average floor plan borrowing rate.

The average interest rates for the Floor Plan Facility for the year ended December 31, 2023 and 2022 were 7.03% and 3.59%, respectively.

Other interest expense, net

Other interest expense, net increased primarily due to a 329 basis point increase in the Term Loan Facility average interest rate and a higher average principal balance from increased borrowings on the Company’s Real Estate Facilities (see Note 10 – Long-Term Debt to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).

The average interest rates for the Term Loan Facility for the years ended December 31, 2023 and 2022 were 7.60% and 4.31%, respectively.

Other expense, net

Other expense, net increased primarily as a result of a $1.3 million impairment of an equity method investment.

Tax Receivable Agreement Liability adjustment

The Tax Receivable Agreement Liability adjustment for 2023 and 2022 consisted of $2.4 million benefit and $0.1 million benefit, respectively, related to a remeasurement from changes in blended state income tax rates.

Income tax benefit (expense)

Income tax expense decreased primarily due to lower income generated from CWGS, LLC for which the Company is subject to U.S.

federal and state taxes on its allocable share in 2023 and 2022.

Income tax expense decreased from changes in deferred tax assets, net of valuation allowance as a result of the LLC Conversion and certain entity classification elections in 2023.

Income tax recorded in 2022 included a $28.4 million decrease in deferred tax assets, net of release of valuation allowance, as a result of the LLC Conversion recorded in 2022.

Additionally, during the years ended December 31, 2023 and 2022, the Company recorded $15.3 million of income tax benefit and $12.5 million of income tax expense, respectively, related to changes in the valuation allowance on the Company’s outside basis difference deferred tax asset in CWGS, LLC.

Segment Results

The following tables set forth information comparing select components of Segment Adjusted EBITDA for the years ended December 31, 2023 and 2022 (see Note 23 — Segment Information of our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information on our segments).

Fiscal Year Ended

December 31, 2023

December 31, 2022

(Unfavorable)

($ in thousands)

Good Sam Services and Plans:

External revenue

Intersegment revenue (1)

Total revenue before intersegment eliminations

Segment expenses:

Adjusted costs applicable to revenue (2)

Intersegment costs applicable to revenue (3)

Adjusted selling, general and administrative (4)

Segment Adjusted EBITDA

RV and Outdoor Retail:

External revenue

Intersegment revenue (1)

Total revenue before intersegment eliminations

Segment expenses:

Adjusted costs applicable to revenue (2)

Intersegment costs applicable to revenue (3)

Adjusted selling, general and administrative (4)

Floor plan interest expense

Other segment items (5)

Segment Adjusted EBITDA

n/m – not meaningful

(3) Intersegment revenue consist of segment revenue that is eliminated in our consolidated statements of operations.

(4) Adjusted costs applicable to revenue excludes stock-based compensation expense, restructuring costs, and intersegment costs applicable to revenue.

(6) Intersegment costs applicable to revenue consist of segment costs applicable to revenue that are eliminated in our consolidated statements of operations.

(7) Adjusted selling, general, and administrative expenses excludes stock-based compensation expense, restructuring costs, and intersegment operating expenses.

(8) Other segment items include (i) intersegment operating expenses, which are eliminated in our consolidated statements of operations, and (ii) other expense, net excluding loss and/or impairment on investments in equity securities.

Good Sam Services and Plans Segment

See the “Revenue and Gross Profit” section above for a discussion of impacts to revenue for Good Sam Services and Plans.

Adjusted costs applicable to revenues decreased primarily from the nonrecurring $5.5 million in savings from finalizing contract negotiations to exit an arrangement with a service partner in 2023 and our efforts to reduce expenses.

Adjusted selling, general and administrative expense decreased primarily from $1.3 million of reduced employee cash compensation expense.

The Good Sam Services and Plans Segment Adjusted EBITDA increase was driven primarily by the decrease to adjusted costs applicable to revenue and adjusted selling, general and administrative expense and increase to external revenue discussed above.

Intersegment revenue and intersegment costs applicable to revenue did not have a significant impact on the increase in Segment Adjusted EBITDA.

RV and Outdoor Retail Segment

Adjusted costs applicable to revenue decreased from (i) lower total vehicle costs of $244.3 million driven by 5.1% lower total unit sales and 1.1% lower cost per total vehicle units, and (ii) lower products, service and other costs applicable to revenue primarily from the decrease in revenue discussed above.

Adjusted selling, general and administrative expense decreased primarily due to approximately $48.9 million of reduced advertising expenses and $35.1 million of reduced commissions costs, partially offset by increased facility costs related to the net six additional store locations added during the year ended December 31, 2023.

The RV and Outdoor Retail Segment Adjusted EBITDA decreased from the reductions in revenue, which was partially offset by the decreases in segment expenses discussed above.

Intersegment revenue, intersegment costs applicable to revenue, and intersegment operating expenses did not have a significant impact on the decrease in Segment Adjusted EBITDA.

Adjusted costs applicable to segment revenue increased from (i) higher total vehicle costs driven by 13.6% higher total unit sales, partially offset by the reductions in cost per new and used vehicles discussed above, and (ii) lower products, service and other costs applicable to revenue primarily from the same drivers of the decrease in revenue discussed above.

Adjusted selling, general and administrative expense increased primarily due to $12.1 million of increased fees paid to outside services providers primarily relating to software expenses and related maintenance expenses, $11.4 million of increased commissions costs, and $3.8 million of additional legal fees and reserves, partially offset by $20.6 million of reduced employee cash compensation expense excluding commissions.

The RV and Outdoor Retail Segment Adjusted EBITDA increased from the increases in revenue and reduction in floor plan interest expense, partially offset by the increase in adjusted costs applicable to segment revenue discussed above, and increased adjusted selling, general and administrative expense.

Intersegment revenue, intersegment costs applicable to revenue, and intersegment operating expenses did not have a significant impact on the increase in Segment Adjusted EBITDA.

Non-GAAP Financial Measures

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In evaluating these Non-GAAP Financial Measures, it is reasonable to expect that certain of these items will occur in future periods.

However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other companies over time.

comparisons of our internal operating results and operating results of other companies over time.

Each of the normal recurring adjustments and other adjustments described in this section and in the reconciliation tables below help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations.

For periods beginning after December 31, 2022 for the 2019 Strategic Shift and for periods beginning after December 31, 2023 for the Active Sports Restructuring, we are no longer including the other associated costs category of expenses relating to those restructuring activities as restructuring costs for purposes of our Non-GAAP Financial Measures, since these costs are not expected to be significant in future periods.

discussion of restructuring activities, see Note 5 — Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

For a discussion of restructuring activities, see Note 5 — Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

The Non-GAAP Financial Measures that we use are not necessarily comparable to similarly titled measures used by other companies due to different methods of calculation.

EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin

We define “EBITDA” as net income before other interest expense, net (excluding floor plan interest expense), provision for income tax expense and depreciation and amortization.

We define “EBITDA” as net (loss) income before other interest expense, net (excluding floor plan interest expense), provision for income tax expense and depreciation and amortization.

We define “Adjusted EBITDA” as EBITDA further adjusted for the impact of certain noncash and other items that we do not consider in our evaluation of ongoing operating performance.

These items include, among other things, long-lived asset impairment, gains on lease termination and/or remeasurement, gains and losses on sale or disposal of assets, net, SBC, modification expense relating to Marcus A.

We define “Adjusted EBITDA Margin” as Adjusted EBITDA as a percentage of total revenue.

17 unchanged sentences

Depreciation and amortization

Income tax (benefit) expense

Income tax expense (benefit)

Subtotal EBITDA

Long-lived asset impairment (a)

Lease termination (b)

Loss (gain) on sale or disposal of assets, net (c)

Tax Receivable Agreement liability adjustment (e)

Restructuring costs (f)

Loss and/or impairment on investments in equity securities (g)

Gain on lease termination and/or remeasurement (b)

(Gain) loss on sale or disposal of assets, net (c)

Employment agreement modification expense (e)

Tax Receivable Agreement liability adjustment (f)

Restructuring costs (g)

Loss and/or impairment on investments in equity securities (h)

Adjusted EBITDA

5 unchanged sentences

Depreciation and amortization

Income tax (benefit) expense

Income tax expense (benefit)

Subtotal EBITDA margin

Long-lived asset impairment (a)

Lease termination (b)

Loss (gain) on sale or disposal of assets, net (c)

Tax Receivable Agreement liability adjustment (e)

Restructuring costs (f)

Loss and/or impairment on investments in equity securities (g)

Gain on lease termination and/or remeasurement (b)

(Gain) loss on sale or disposal of assets, net (c)

Employment agreement modification expense (e)

Tax Receivable Agreement liability adjustment (f)

Restructuring costs (g)

Loss and/or impairment on investments in equity securities (h)

Adjusted EBITDA margin

1 unchanged sentence

See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(b) Represents the gains and losses on the termination of operating leases resulting from lease termination fees and the derecognition of the operating lease assets and liabilities.

(b) Represents the gains on the termination and/or remeasurement of operating leases resulting from lease termination fees and the derecognition of the operating lease assets and liabilities.

See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(d) Represents noncash SBC expense relating to employees, directors, and consultants of the Company.

(e) Represents an adjustment to eliminate the gains on remeasurement of the Tax Receivable Agreement primarily due to changes in our blended statutory income tax rate.

(e) Represents the 2026 salary under the second amended and restated employment agreement (“Lemonis Second Employment Agreement”) for Marcus A.

Lemonis, our former Chairman and Chief Executive Officer.

We deemed the 2026 service conditions under the Lemonis Second Employment Agreement to be nonsubstantive for accounting purposes, so we accrued Mr.

Lemonis’ 2026 salary of $1.5 million as of December 31, 2025, which was the date that Mr.

Lemonis retired from the position of Chairman and Chief Executive Officer.

Lemonis’ SBC and other compensation that may be settled in shares is included in the SBC amount above.

(f) Represents an adjustment to eliminate the gains on remeasurement of the Tax Receivable Agreement liability.

For the year ended December 31, 2025, this adjustment related to the change in the determination of the realizability of future cash benefits underlying the estimate of future payments under the Tax Receivable Agreement.

For the year ended December 31, 2023, this adjustment

related primarily to changes in our blended statutory income tax rate.

See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(f) Represents restructuring costs relating to the Active Sports Restructuring during the year ended December 31, 2023 and our 2019 Strategic Shift for periods that ended on or before December 31, 2022.

(g) Represents restructuring costs relating to the Active Sports Restructuring during the year ended December 31, 2023 and excludes our 2019 Strategic Shift.

These restructuring costs include one-time employee termination benefits, incremental inventory reserve charges, and other associated costs.

1 unchanged sentence

See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(g) Represents loss and/or impairment on investments in equity securities and interest income relating to any notes receivables with those investments for periods beginning after December 31, 2022.

Amounts relating to periods prior to 2023 were not significant.

(h) Represents loss and/or impairment on investments in equity securities and interest income and/or provision for credit losses relating to any notes receivables in connection with those investments.

These amounts are included in other expense, net in the consolidated statements of operations.

During the years ended December 31, 2024 and 2023, these amounts included a $0.9 million and a $1.3 million impairment on investments in equity securities, respectively.

Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc.

3 unchanged sentences

adjusted for the impact of certain noncash and other items that we do not consider in our evaluation of ongoing operating performance.

These items include, among other things, long-lived asset impairment, lease termination, gains and losses on sale or disposal of assets, net, SBC, Tax Receivable Agreement liability adjustment, restructuring costs, loss and/or impairment on investments in equity securities, other unusual or one-time items, the income tax expense effect of these adjustments, income tax expense impact from the LLC Conversion, and the effect of net income attributable to non-controlling interests from these adjustments.

Lemonis’ second amended and restated employment agreement, Tax Receivable Agreement liability adjustment, restructuring costs, loss and/or impairment on investments in equity securities, other unusual or one-time items, the income tax expense effect of these adjustments, income tax expense impact from the LLC Conversion, income tax expense impact from the significant change in valuation allowance against deferred tax assets, and the effect of net income attributable to non-controlling interests from these adjustments.

We define “Adjusted Net (Loss) Income Attributable to Camping World Holdings, Inc.

18 unchanged sentences

Income tax expense for above adjustment (b)

Lease termination (c):

Gain on lease termination and/or remeasurement (c):

Gross adjustment

Income tax benefit for above adjustment (b)

Loss (gain) on sale or disposal of assets (d):

(Gain) loss on sale or disposal of assets (d):

Gross adjustment

2 unchanged sentences

Income tax expense for above adjustment (b)

Tax Receivable Agreement liability adjustment (f):

Employee agreement modification expense (f):

Gross adjustment

Tax Receivable Agreement liability adjustment (g):

Gross adjustment

Income tax benefit for above adjustment (b)

Restructuring costs (g):

Restructuring costs (h):

Gross adjustment

Income tax expense for above adjustment (b)

Loss and/or impairment on investments in equity securities (h):

Loss and/or impairment on investments in equity securities (i):

Gross adjustment

Income tax expense for above adjustment (b)

Income tax benefit impact from LLC Conversion (i):

Adjustment to net income attributable to non-controlling interests resulting from the above adjustments (j)

Adjusted net (loss) income attributable to Camping World Holdings, Inc.

Income tax benefit impact from LLC Conversion (j):

Income tax expense impact from significant change in valuation allowance against deferred tax assets (k):

Adjustment to net (loss) income attributable to non-controlling interests resulting from the above adjustments (l)

Adjusted net income (loss) attributable to Camping World Holdings, Inc.

Adjustments related to diluted calculation:

Reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (k)

Income tax on reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (l)

Reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (k)

Income tax on reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (l)

Adjusted net (loss) income attributable to Camping World Holdings, Inc.

Year Ended December 31,

(In thousands except per share amounts)

Reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (m)

Income tax on reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (n)

Adjusted net income (loss) attributable to Camping World Holdings, Inc.

Weighted-average Class A common shares outstanding – basic

Adjustments related to diluted calculation:

Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (m)

Dilutive options to purchase Class A common stock (m)

Dilutive restricted stock units (m)

Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (o)

Dilutive options to purchase Class A common stock (o)

Dilutive liability-classified awards (o)

Dilutive restricted stock units (o)

Adjusted weighted average Class A common shares outstanding – diluted

Adjusted (loss) earnings per share - basic

Adjusted (loss) earnings per share - diluted

Anti-dilutive amounts (n):

Reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (k)

Income tax on reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (l)

Assumed income tax benefit of combining C-Corps with full or partial valuation allowances with the income of other consolidated entities after the anti-dilutive redemption of common units in CWGS, LLC (o)

Anti-dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (n)

Anti-dilutive options to purchase Class A common stock (n)

Anti-dilutive restricted stock units (n)

Adjusted earnings (loss) per share - basic

Adjusted earnings (loss) per share - diluted

Year Ended December 31,

(In thousands except per share amounts)

Anti-dilutive amounts (p):

Reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (m)

Income tax on reallocation of net (loss) income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (n)

Anti-dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (o)

Anti-dilutive options to purchase Class A common stock (o)

Anti-dilutive restricted stock units (o)

Reconciliation of per share amounts:

(Loss) earnings per share of Class A common stock — basic

Non-GAAP Adjustments (p)

Adjusted (loss) earnings per share - basic

Non-GAAP Adjustments (q)

Adjusted earnings (loss) per share - basic

(Loss) earnings per share of Class A common stock — diluted

Non-GAAP Adjustments (p)

Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (q)

Dilutive options to purchase Class A common stock and/or restricted stock units (q)

Adjusted (loss) earnings per share - diluted

Non-GAAP Adjustments (q)

Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (r)

Adjusted earnings (loss) per share - diluted

(a) Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment.

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(b) Represents the current and deferred income tax expense or benefit effect of the above adjustments.

This assumption uses blended statutory tax rates between 25.0% and 25.4% for the adjustments for 2024, 2023 and 2022, which represents the estimated tax rate that would apply had the above adjustments been included in the determination of our non-GAAP metric.

(c) Represents the gains and losses on the termination of operating leases resulting from lease termination fees and the derecognition of the operating lease assets and liabilities.

For the year ended December 31, 2025, the income tax impact for many of the adjustments related to the public holding company, CWH, which had a full valuation allowance against its net deferred tax assets, for which no income tax benefit or expense could be recognized.

This assumption used a blended statutory tax rate between 25.0% and 25.3% for the adjustments for the 2025, 2024 and 2023 periods, which represent the estimated tax rates that would apply had the above adjustments been included in the determination of our non-GAAP metric.

(c) Represents the gains on the termination and/or remeasurement of operating leases resulting from lease termination fees and the derecognition of the operating lease assets and liabilities.

See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

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(e) Represents noncash SBC expense relating to employees, directors, and consultants of the Company.

(f) Represents an adjustment to eliminate the gains on remeasurement of the Tax Receivable Agreement primarily due to changes in our blended statutory income tax rate.

(f) Represents the 2026 salary under the second amended and restated employment agreement (“Lemonis Second Employment Agreement”) for Marcus A.

Lemonis, our former Chairman and Chief Executive Officer.

We deemed the 2026 service conditions under the Lemonis Second Employment Agreement to be nonsubstantive for accounting purposes, so we accrued Mr.

Lemonis’ 2026 salary of $1.5 million as of December 31, 2025, which was the date that Mr.

Lemonis retired from the position of Chairman and Chief Executive Officer.

Lemonis’ SBC and other compensation that may be settled in shares is included in the SBC amount above.

(g) Represents an adjustment to eliminate the gains on remeasurement of the Tax Receivable Agreement liability.

For the year ended December 31, 2023, this adjustment related primarily to changes in our blended statutory income tax rate.

See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(g) Represents restructuring costs relating to Active Sports Restructuring during the year ended December 31, 2023 and our 2019 Strategic Shift for periods that ended on or before December 31, 2022.

(h) Represents restructuring costs relating to Active Sports Restructuring during the year ended December 31, 2023 and excludes our 2019 Strategic Shift.

These restructuring costs include one-time employee termination benefits, incremental inventory reserve charges, and other associated costs.

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See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(h) Represents loss and/or impairment on investments in equity securities and interest income relating to any notes receivables with those investments for periods beginning after December 31, 2022.

Amounts relating to periods prior to 2023 were not significant.

(i) Represents loss and/or impairment on investments in equity securities and interest income and/or provision for credit losses relating to any notes receivables in connection with those investments for periods beginning after December 31, 2022.

These amounts are included in other expense, net in the consolidated statements of operations.

During the years ended December

31, 2024 and 2023, these amounts included a $0.9 million and a $1.3 million impairment on investments in equity securities, respectively.

(i) Represents income tax (benefit) expense relating to the LLC Conversion, which was primarily from adjustments for certain deferred tax assets that were written off or had changes in their valuation allowance.

(j) Represents income tax benefit relating to the LLC Conversion, which was primarily from adjustments for certain deferred tax assets that were written off or had changes in their valuation allowance.

See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(j) Represents the adjustment to net income attributable to non-controlling interests resulting from the above adjustments that impact the net income of CWGS, LLC.

(k) Represents the income tax expense relating to the significant change in the valuation allowance for deferred tax assets for CWH, the public holding company.

(l) Represents the adjustment to net (loss) income attributable to non-controlling interests resulting from the above adjustments that impact the net (loss) income of CWGS, LLC.

This adjustment uses the non-controlling interest’s weighted average ownership of CWGS, LLC of 38.9%, 45.5% and 47.3% for the years ended December 31, 2025, 2024 and 2023, respectively.

(k) Represents the reallocation of net income attributable to non-controlling interests from the impact of the assumed change in ownership of CWGS, LLC from stock options, restricted stock units, and/or common units of CWGS, LLC.

(l) Represents the income tax expense effect of the above adjustment for reallocation of net income attributable to non-controlling interests.

This assumption uses effective tax rates between 25.0% and 25.4% for the adjustments for 2024, 2023 and 2022.

(m) Represents the impact to the denominator for stock options, restricted stock units, and/or common units of CWGS, LLC.

(n) The below amounts have not been considered in our adjusted (loss) earnings per share – diluted amounts as the effect of these items are anti-dilutive.

(o) Typically represents adjustments to reflect the income tax benefit of losses of consolidated C-Corps that under the Company’s equity structure, prior to the LLC Conversion, could not be used against the income of other consolidated subsidiaries.

The adjustment reflects the income tax benefit assuming effective tax rates between 25.0% and 25.4% for the adjustments for 2024, 2023 and 2021 for the losses experienced by the consolidated C-Corps for which valuation allowances have been recorded.

Beginning in 2023, these C-Corp losses offset income of other consolidated subsidiaries as a result of LLC Conversion at or around December 31, 2022.

See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

(p) Represents the per share impact of the Non-GAAP adjustments to net income detailed above (see (a) through (j) above).

(q) Represents the per share impact of stock options, restricted stock units, and/or common units of CWGS, LLC from the difference in their dilutive impact between the GAAP and Non-GAAP (loss) earnings per share calculations.

(m) Represents the reallocation of net (loss) income attributable to non-controlling interests from the impact of the assumed change in ownership of CWGS, LLC from stock options, restricted stock units, and/or common units of CWGS, LLC.

(n) Represents the income tax expense effect of the above adjustment for reallocation of net (loss) income attributable to non-controlling interests.

For the year ended December 31, 2025, the income tax impact of this reallocation adjustment related to the public holding company, CWH, which had a full valuation allowance against its net deferred tax assets, for which no income tax benefit or expense could be recognized.

This assumption used a blended statutory tax rate between 25.0% and 25.3% for the adjustments for the 2025, 2024 and 2023 periods.

(o) Represents the impact to the denominator for stock options, liability-classified awards, restricted stock units, and/or common units of CWGS, LLC.

(p) The below amounts have not been considered in our adjusted earnings per share – diluted amounts as the effect of these items are anti-dilutive.

Additionally, 750,000 performance stock units granted in January 2025 were excluded from the calculation of our adjusted earnings per share – diluted, since they represent contingently issuable shares for which all of the necessary conditions had not been satisfied (see Note 21 — Stock-Based Compensation Plans to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).

(q) Represents the per share impact of the Non-GAAP adjustments to net income detailed above (see (a) through (l) above).

(r) Represents the per share impact of stock options, liability-classified awards, restricted stock units, and/or common units of CWGS, LLC from the difference in their dilutive impact between the GAAP and Non-GAAP (loss) earnings per share calculations.

As discussed under “Our Corporate Structure Impact on Income Taxes” in Part II, Item 7 of this Form 10-K, our “Up-C” corporate structure may make it difficult to compare our results with those of companies with a more traditional corporate structure.

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To improve comparability of our financial results, users of our financial statements may find it useful to review our (loss) earnings per share assuming the full redemption of common units in CWGS, LLC for all periods, even when those common units would be anti-dilutive.

The relevant numerator and denominator adjustments have been provided under “Anti-dilutive amounts” in the table above (see (n) above).

The relevant numerator and denominator adjustments have been provided under “Anti-dilutive amounts” in the table above (see (p) above).

SG&A Excluding SBC

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These cash requirements have historically been met through cash provided by operating activities, cash and cash equivalents, proceeds from registered offerings of our Class A common stock, borrowings under our Senior Secured Credit Facilities (as defined in Part II, Item 8 of this Form 10-K), borrowings under our Floor Plan Facility (as defined in Part II, Item 8 of this Form 10-K), and borrowings under our Real Estate Facilities (as defined in Part II, Item 8 of this Form 10-K).

Our additional liquidity needs are expected to include public company costs, payment of cash dividends, any exercise of the redemption right by the Continuing Equity Owners from time to time (should we elect to redeem common units for a cash payment), our stock repurchase program as described below, payments under the Tax Receivable Agreement, and state and federal taxes to the extent not reduced as a result of the tax deductions generated by (i) payments under the Tax Receivable Agreement and (ii) redemptions of common units by the Continuing Equity Owners.

Our additional liquidity needs are expected to include public company costs;

payment of cash dividends, if any;

any exercise of the redemption right by the Continuing Equity Owners from time to time (should we elect to redeem common units for a cash payment);

payments under the Tax Receivable Agreement to the extent that tax benefits underlying the Tax Receivable Agreement are realizable;

and state and federal taxes to the extent not reduced as a result of the tax deductions generated by (i) payments under the Tax Receivable Agreement and (ii) redemptions of common units by the Continuing Equity Owners.

The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding.

Although the actual timing and amount of any payments that may be made under the Tax Receivable Agreement will vary, we expect that the payments that we will be required to make to the Continuing Equity Owners, Former Profits Unit Holders, and Crestview Partners II GP, L.P.

will be significant.

may be significant if the tax benefits underlying the Tax Receivable Agreement are realizable.

Any payments made by us to Continuing Equity Owners, Former Profits Unit Holders, and Crestview Partners II GP, L.P.

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We received $333.4 million in proceeds, net of underwriting discounts and commissions, which were used to purchase 16,829,267 common units from CWGS, LLC at a price per unit equal to the public offering price per share of Class A common stock in the November 2024 Public Offering, less underwriting discounts and commissions.

We incurred approximately $1.0 million of offering costs related to the November 2024 Public Offering and have used the net proceeds from the sale of common units to CWH for general corporate purposes, including strengthening the balance sheet, working capital for growth and pay down of debt.

Stock Repurchase Program

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In August 2021 and January 2022, our Board of Directors authorized increases to the stock repurchase program for the repurchase of up to an additional $125.0 million and $152.7 million, respectively, of our Class A common stock.

Following these extensions, the stock repurchase program now expires on December 31, 2025.

Repurchases under the program are subject to any applicable limitations on the availability of funds to be distributed to the Company by CWGS, LLC to fund the repurchase and may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at our discretion,

depending on market conditions and corporate needs.

Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of our shares under this authorization.

This program does not obligate us to acquire any particular amount of Class A common stock and the program may be extended, modified, suspended or discontinued at any time at the Board’s discretion.

We expect to fund the repurchases using cash on hand.

Following these extensions, the stock repurchase program expired on December 31, 2025.

During the years ended December 31, 2025 and 2024, we did not repurchase shares of Class A common stock.

As of December 31, 2024, $120.2 million was available under the stock repurchase program to repurchase additional shares of our Class A common stock.

Since December 2016, we have paid a quarterly cash dividend to holders of Class A common stock.

Since September 2023, the quarterly cash dividend has been $0.125 per share of Class A common stock that was funded entirely from the Excess Tax Distribution (as defined under “Dividend Policy” included in Part II, Item 5 of this Form 10-K), with no portion funded by other common unit cash distributions from CWGS, LLC.

Since CWGS, LLC has not funded these recent quarterly cash dividends with dividend distributions outside of required tax distributions, we believe that this will help us utilize our capital to continue to execute our expansion plans through accretive RV dealership acquisitions.

During the first half of 2023, we paid a quarterly cash dividend on our Class A common stock of $0.625 per share, which was funded with a $0.15 per common unit cash distribution from CWGS, LLC and the remaining $0.475 per share of Class A common stock funded with all or a portion of the Excess Tax Distribution.

Our ability to pay cash dividends on our Class A common stock depends 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, restrictions under applicable law, the extent to which such distributions would render CWGS, LLC insolvent, our business prospects and other factors that our Board of Directors may deem relevant.

Our dividend policy has certain risks and limitations particularly with respect to liquidity, and we may not pay future dividends according to our policy, or at all.

See “Dividend Policy” included in Part II, Item 5 of this Form 10-K and “Risk Factors ─ Risks Relating to Ownership of Our Class A Common Stock ─ “Our ability to pay regular and special 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” included in Part I, Item 1A of this Form 10-K.

We historically paid a quarterly cash dividend to holders of Class A common stock.

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.

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.

If we determine to reinstate our regular quarterly cash dividend, our ability to pay cash dividends on our Class A common stock depends 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, restrictions under applicable law, the extent to which such distributions would render CWGS, LLC insolvent, our business prospects and other factors that our Board of Directors may deem relevant.

See “Dividend Policy” included in Part II, Item 5 of this Form 10-K and “Risk Factors ─ Risks Relating to Ownership of Our Class A Common Stock ─ “Our ability and intention 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” included in Part I, Item 1A of this Form 10-K.

In the year ended December 31, 2025, we paid an aggregate of $31.4 million in dividends.

During the first half of 2025, the quarterly dividends were funded entirely from the Excess Tax Distribution (as defined under “Dividend Policy” included in Part II, Item 5 of this Form 10-K), with no portion funded by other common unit cash distributions from CWGS, LLC.

The quarterly dividend for the third quarter of 2025, was funded with a $0.060 per common unit cash distribution from CWGS, LLC and the remaining $0.065 per share of Class A common stock funded with all or a portion of the Excess Tax Distribution.

The quarterly dividend for the fourth quarter of 2025 was entirely funded with a $0.125 per common unit cash distribution from CWGS, LLC.

In aggregate, $11.7 million and $19.7 million of the 2025 cash dividends were funded by the cash distribution from CWGS, LLC and the Excess Tax Distribution, respectively.

Additionally, in 2025, the non-controlling interest received its share of the $0.185 per common unit distribution from CWGS, LLC for an aggregate $7.4 million, which was presented in distributions to holders of LLC common units in our consolidated statements of cash flows included in Part II, Item 8 of this Form 10-K.

During the year ended December 31, 2024, the dividends were funded entirely from the Excess Tax, with no portion funded by other cash distributions from CWGS, LLC.

Acquisitions and Capital Expenditures

During the year ended December 31, 2024, the RV and Outdoor Retail segment purchased real property for an aggregate purchase price of $9.6 million.

In November 2024, we entered into an agreement with Lazydays Holdings, Inc.

(“Lazydays”) to acquire the assets and certain real estate of seven RV dealerships from Lazydays, which is expected to close in the first quarter of 2025.

In November 2024, we paid a $10.0 million deposit to Lazydays that is expected to convert to 9.7 million shares of Lazydays common stock upon closing of the transaction.

During the first quarter of 2025, the net cash to be paid for the acquisition of RV dealerships and real estate from Lazydays is expected to be an additional $10.0 million to $15.0 million, which is net of $65.0 million to $80.0 million of floor plan financing of inventory and $40.0 million to $50.0 million of related real estate.

We intend to pursue sale-leaseback arrangements with third parties for the related real estate, subject to mutually agreeable terms.

Over the next twelve months, in addition to the Lazydays acquisition discussed above, our expansion of existing and new dealerships through construction and acquisition is expected to cost between $53.0 million and $91.0 million from a combination of business acquisitions and capital expenditures relating to land, buildings, and improvements.

Included in this range is $6.7 million related to business acquisitions where, at a minimum, we have already signed a letter of intent with the seller.

These cost estimates exclude amounts for

acquired inventories, which are primarily financed through our Floor Plan Facility.

During the year ended December 31, 2025, the RV and Outdoor Retail segment purchased real property for an aggregate purchase price of $123.9 million, inclusive of a $1.1 million note receivable that was forgiven as partial consideration for one of the properties.

Over the next twelve months, our expansion of existing and new dealerships through construction and acquisition is expected to cost between $39.0 million and $49.0 million from a combination of capital expenditures relating to land, buildings, and improvements and, to a lesser extent, business acquisitions.

These cost estimates exclude amounts for acquired inventories, which are primarily financed through our Floor Plan Facility.

Additionally, the cost estimates do not consider potential funding received through sale leaseback transactions or other means for real estate and construction activities.

We are in the early stages of evaluating additional dealership acquisition opportunities and will update our cost estimates in future periodic reports, if necessary, as there are further developments.

Factors that could impact the quantity of future locations or the cost to acquire or open those locations include, but are not limited to, our ability to locate potential acquisition targets or greenfield locations in a geographic area and at a cost that meets our success criteria;

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Tax Receivable Agreement Liability

The aggregate estimated payments under the Tax Receivable Agreement at December 31, 2024, were as follows (in thousands):

December 31, 2024

We expect to pay $1.4 million under the Tax Receivable Agreement during the year ending December 31, 2026 and do not currently estimate that future cash tax benefits underlying the estimate of further future payments under the Tax Receivable Agreement are realizable.

See Note 12 — Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

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Sources of Liquidity and Capital

We believe that our sources of liquidity and capital including cash provided by operating activities, equity offerings and borrowings under our various credit facilities, other long-term debt, and finance lease arrangements (see Liquidity and Capital Resources — Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Part II, Item 7 of this Form 10-K), including additional borrowing capacity where applicable, will be sufficient to finance our continued operations, growth strategy, including the opening of any additional store locations, quarterly cash dividends (as described above), required payments for our obligations under the Tax Receivable Agreement, and additional expenses we expect to incur for at least the next twelve months.

We believe that our sources of liquidity and capital including cash provided by operating activities, equity offerings and borrowings under our various credit facilities, other long-term debt, and finance lease arrangements (see Liquidity and Capital Resources — Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Part II, Item 7 of this Form 10-K), including additional borrowing capacity where applicable, will be sufficient to finance our continued operations, growth strategy, including the opening of any additional store locations, quarterly cash dividends (as described above), required payments for our obligations under the Tax Receivable Agreement to the extent that tax benefits underlying the Tax Receivable Agreement are realizable, and additional expenses we expect to incur for at least the next twelve months.

However, we cannot assure you that our cash provided by operating activities, cash and cash equivalents, registered offerings of equity under our Registration Statement on Form S-3, or cash available under our Revolving Credit Facility, our Floor Plan Facility, and our Real Estate Facilities, will be sufficient to meet our future needs.

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As of December 31, 2025 and 2024, we had working capital of $435.1 million and $590.3 million, respectively, including $215.0 million and $208.4 million, respectively, of cash and cash equivalents.

The increase in working capital and cash and cash equivalents was primarily from the remaining net proceeds from our public offering of Class A common stock in November 2024 (see “November 2024 Public Offering” above).

Within current liabilities, which are deducted from current assets to calculate our working capital, we had deferred revenues of $92.1 million and $92.4 million as of December 31, 2024 and 2023, respectively.

The decrease in working capital was primarily due to the increase in the notes payable — floor plan, net, which outpaced the increase in inventories as we increased the proportion of notes payable — floor plan that were associated with used vehicles.

Within current liabilities, which are deducted from current assets to calculate our

working capital, we had deferred revenues of $90.5 million and $92.1 million as of December 31, 2025 and 2024, respectively.

Deferred revenues primarily consists of cash collected for club memberships and roadside assistance contracts in advance of services to be provided, which is deferred and recognized as revenue over the life of the membership, deferred revenues for the annual campground guide, and our Good Sam Club loyalty points liability.

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Our Floor Plan Facility includes a flooring line aggregate interest reduction (“FLAIR”) offset account that allows us to transfer cash as an offset to the payables under the Floor Plan Facility.

At December 31, 2024, and 2023, the FLAIR offset account was $79.5 million and $145.0 million, respectively, of which $79.5 million and $73.2 million, respectively, could have been withdrawn while remaining in compliance with the financial covenants of the Floor Plan Facility.

As of December 31, 2025, and 2024, the FLAIR offset account was $25.1 million and $79.5 million, respectively, of which $25.1 million and $79.5 million, respectively, could have been withdrawn while remaining in compliance with the financial covenants of the Floor Plan Facility.

Cash may be transferred from the FLAIR offset account to cash and cash equivalents at our discretion.

We have experienced, and expect to continue to experience, variability in revenue, net income, and cash flows as a result of annual seasonality in our business.

See Note 1 ─ Summary of Significant Accounting Policies — Seasonality to our consolidated financial statements included in Part II, Item 8 of this Form 10-K, Part I, Item 1 of this Form 10-K and “Risk Factors — Risks Related to our Business — Our business is seasonal and this leads to fluctuations in revenues” included in Part I, Item 1A of this Form 10-K.

The following table shows summary cash flow information for the years ended December 31, 2024, 2023, and 2022, respectively:

The following table shows summary cash flow information:

Year Ended December 31,

($ in thousands)

Net cash provided by operating activities

Net cash (used in) provided by operating activities

Net cash used in investing activities

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Contracts in transit represent amounts due from third-party lenders from whom pre-arranged agreements have been determined, and to whom the retail installment sales contracts have been assigned.

Our primary uses of cash from operating activities are repayments of vehicle floor plan payables, payments to retail product suppliers, personnel-related expenditures, payments related to leased property, advertising, and various consumer services program costs.

Net cash used in operating activities was $132.0 million for the year ended December 31, 2025, a decrease of $377.1 million from net cash provided by operating activities of $245.2 million for the year ended December 31, 2024.

The decrease was primarily due to a $450.9 million decrease in the working capital adjustment for inventory, a $149.0 million change in the Tax Receivable Agreement liability adjustment, a $26.8 million reduction in net income, a $13.8 million decrease in long-lived asset impairment, a $13.6 million decrease in the working capital adjustment for accounts receivable and contracts in transit, a $10.7 million increase in gain on sale or disposal of assets, and a $5.2 million decrease in working capital adjustment for deferred revenues, partially offset by a $226.7 million increase in deferred income taxes, a $22.7 million increase in stock-based compensation, a $14.1 million increase in depreciation and amortization, a $13.8 million increase in the working capital adjustment for accounts payable and accrued expenses, and a $13.4 million increase in the working capital adjustment for payment pursuant to the Tax Receivable Agreement.

Net cash provided by operating activities was $245.2 million for the year ended December 31, 2024, a decrease of $65.6 million from $310.8 million of net cash provided by operating activities for the year ended December 31, 2023.

The decrease was primarily due to a $131.8 million reduction in net income, a $25.9 million decrease in the working capital adjustment for prepaid expenses and other assets, a $9.2 million decrease in the working capital adjustment for accounts payable and accrued expenses, a $6.7 million increase in gain on lease termination, a $4.4 million decrease in noncash lease expense, and a $2.5 million decrease in stock-based compensation, partially offset by a $34.1 million increase in the working capital adjustment for accounts receivable and contracts in transit, a $27.1 million increase in the working capital adjustment for inventory, a $15.1 million increase in loss on sale or disposal of assets, a $12.5 million increase in depreciation and amortization, a $12.5 million increase in the working capital adjustment for other, net, a $5.8 million increase in long-lived asset impairment, and a $3.4 million increase in deferred revenues.

Net cash provided by operating activities was $310.8 million for the year ended December 31, 2023, an increase of $121.0 million from $189.8 million of net cash provided by operating activities for the year ended December 31, 2022.

The increase was primarily due to a $455.3 million increase in the working capital adjustment for inventory, a $42.6 million increase in the working capital adjustment for accounts payable and accrued expenses, a $21.2 million increase in the working capital adjustment for prepaid expenses and other assets, a $7.1 million increase in the working capital adjustment for operating lease liabilities, and a $5.0 million increase in long-lived asset impairment, partially offset by a $284.9 million reduction in net income, a $70.7 million decrease in deferred income taxes, a $19.8 million decrease in the working capital adjustment for accounts receivable and contracts in transit, an $11.7 million decrease in depreciation and amortization, a $9.8 million decrease in equity-based compensation, an $8.2 million decrease in deferred revenue, a $5.8 million increase in gain on sale or disposal of assets, and a $1.7 million increase in gain on lease termination.

based compensation, partially offset by a $34.1 million increase in the working capital adjustment for accounts receivable and contracts in transit, a $27.1 million increase in the working capital adjustment for inventory, a $15.1 million increase in loss on sale or disposal of assets, a $12.5 million increase in depreciation and amortization, a $12.5 million increase in the working capital adjustment for other, net, a $5.8 million increase in long-lived asset impairment, and a $3.4 million increase in deferred revenues.

Investing activities.

Our investment in business activities primarily consists of expanding our operations through organic growth and the acquisition of store locations.

Substantially all of our new store locations and capital expenditures have been financed using cash provided by operating activities and borrowings under our various credit facilities, other long-term debt, and finance lease arrangements, as applicable (see Liquidity and Capital Resources — Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Item 7 of Part II of this Form 10-K).

The table below summarizes our capital expenditures for the years ended December 31, 2024, 2023, and 2022 respectively:

Our investment in business activities primarily consists of expanding our operations through organic growth and the acquisition of RV dealership locations.

Substantially all of our new RV dealership locations and capital expenditures have been financed using cash provided by operating activities and borrowings under our various credit facilities, other long-term debt, proceeds from registered offerings of our Class A common stock, and finance lease arrangements, as applicable (see Liquidity and Capital Resources — Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Item 7 of Part II of this Form 10-K).

The table below summarizes our capital expenditures:

Year Ended December 31,

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Total capital expenditures

Our capital expenditures consist primarily of investing in acquired and greenfield retail and RV dealership locations, existing store locations, information technology, hardware and software.

Our capital expenditures consist primarily of investing in acquired and greenfield retail and RV dealership locations, existing retail locations, information technology, hardware and software.

The expected minimum capital expenditures relating to new dealerships and real estate purchases for the year ending December 31, 2025 are discussed above.

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Net cash used in investing activities was $201.2 million for the year ended December 31, 2025.

The $88.2 million of cash used in investing activities was comprised of $90.8 million of capital expenditures primarily related to retail locations, $72.3 million for the acquisition of RV dealerships and a tire delivery service business, net of cash acquired, $9.6 million for the purchase of real property, and $0.2 million for the purchase of intangible assets, partially offset by $58.2 million of proceeds from the sale of real property, $20.0 million in proceeds from the divestiture of a business, $4.0 million of proceeds from the sale of property and equipment and $2.6 million of proceeds from the sale of intangible assets.

See Note 16 – Acquisitions to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

Net cash used in investing activities was $369.4 million for the year ended December 31, 2023.

The $369.4 million of cash used in investing activities was comprised of $209.5 million for the acquisition of RV dealerships, net of cash acquired, $131.1 million of capital expenditures primarily related to store locations, $67.2 million for the purchase of real property, $3.4 million for purchase of and loans to other investments, and $2.2 million for the purchase of intangible assets, partially offset by proceeds from the sale of real property of $40.8 million and proceeds of $3.2 million from the sale of property and equipment.

The $201.2 million of cash used in investing activities was comprised of $129.4 million of capital expenditures primarily related to store locations, $122.8 million for the purchase of real property, $81.2 million for the acquisition of RV dealerships, net of cash acquired, and $16.9 million for purchases of other investments, partially offset by $130.6 million of proceeds from the sale or disposal of real property, $11.0 million in proceeds from the divestiture of a business, and $7.2 million of proceeds from the sale or disposal of property and equipment.

See Note 16 – Acquisitions to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

Net cash used in investing activities was $88.2 million for the year ended December 31, 2024.

The $422.5 million of cash used in investing activities was comprised of $154.9 million of capital expenditures primarily related to store locations, $217.0 million for the purchase of RV and outdoor retail businesses and a publication business, $55.7 million for the purchase of real property, $3.0 million for purchase of other investments, and $0.9 million for the purchase of intangible assets, partially offset by proceeds from the sale of real property of $7.4 million and proceeds of $1.6 million from the sale of property and equipment.

See Note 16 – Acquisitions to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

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Our net cash provided by financing activities was $339.8 million for the year ended December 3 1 , 2025.

The $ 11.8 million of cash provided by financing activities was primarily due to $332.9 million of proceeds from issuance of Class A common stock sold in a public offering, net of underwriter discount and commissions, $55.6 million of proceeds from long-term debt, $43.0 million from borrowings on our revolving line of credit under the Floor Plan Facility and $0.5 million of proceeds from exercise of stock options, partially offset by $217.9 million of net payments on borrowings under the Floor Plan Facility, $80.9 million of payments on long-term debt, $63.9 million of payments on the revolving line of credit, $24.7 million of dividends paid on Class A common stock, $18.7 million of member distributions, $7.5 million of payments on finance leases, $5.4 million of withholding

taxes paid upon the vesting of restricted stock units, $1.1 million for debt issuance costs payments and $0.2 million of payments on sale-leaseback arrangement.

Our net cash used in financing activities was $ 31.9 million for the year ended December 3 1 , 202 3 .

The $ 31.9 million of cash used in financing activities was primarily due to $66.8 million of dividends paid on Class A common stock, $39.0 million of payments on long-term debt, $31.5 million of member distributions, $6.9 million of withholding taxes paid upon the vesting of restricted stock units, $5.5 million of payments on finance leases, $0.9 million for debt issuance costs payments and $0.2 million of payments on sale-leaseback arrangement, partially offset by $ 59.3 million of net proceeds from borrowings under the Floor Plan Facility , $59.2 million of proceeds from long-term debt and $0.4 million of proceeds from exercise of stock options.

The $339.8 million of cash provided by financing activities was primarily due to $444.8 million of net proceeds on borrowings under the Floor Plan Facility, partially offset by $49.9 million of payments on long-term debt,

$31.4 million of dividends paid on Class A common stock, $8.4 million of payments on finance leases, $7.5 million of member distributions, and $6.0 million of withholding taxes paid upon the vesting of restricted stock units,

Our net cash provided by financing activities was $11.8 million for the year ended December 3 1 , 2024.

The $ 95.6 million of cash provided by financing activities was primarily due to $ 314.1 million of net proceeds from borrowings under the Floor Plan Facility (as defined below), $127.8 million of proceeds from long-term debt under our Real Estate Facilities (as defined below), $28.0 million of proceeds from a sale-leaseback arrangement, $6.0 million of proceeds from landlord funded construction on finance leases, and $0.5 million of proceeds from exercise of stock options, partially offset by $163.0 million of member distributions, $105.4 million of dividends paid on Class A common stock, $79.8 million for the repurchase of Class A common stock, $ 12.3 million of payments on long-term debt, $ 11.1 million of withholding taxes paid upon the vesting of restricted stock units (“RSUs”), $6.0 million for finance lease payments, and $3.2 million of debt issuance costs.

Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements

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The following table shows a summary of the outstanding balances, current portion, and remaining available borrowings under our credit facilities , other long-term debt and finance lease arrangements .

See definitions and further details in Note 4 – Inventories and Floor Plan Payables, Note 10 – Long-Term Debt, and Note 11 – Lease Obligation s to our consolidated financial statements included in Part II, Item 8 of this Form 10- K) at December 31, 2024 :

($ in thousands)

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The Floor Plan Lenders are not under any obligation to provide commitments in respect of any future increase under the accordion feature.

In February 2025, FreedomRoads, LLC entered into an amendment to the Floor Plan Facility, which (a) increased the commitment for floor plan borrowings by $300.0 million to $2.15 billion, (b) increased the commitment for the letter of credit facility by $15.0 million to $45.0 million, and (c) extended the maturity date from September 30, 2026 to the earlier of, if applicable, (i) February 18, 2030 or (ii) March 5, 2028, if the Company’s Term Loan Facility (as defined and discussed in Note 10 – Long-Term Debt to our consolidated financial statements included in Part II, Item 8 of this Form 10-K) has not been repaid, refinanced, or defeased and the maturity has not been extended by at least 180 days after February 18, 2030.

(2) The revolving line of credit borrowings are subject to a borrowing base calculation but were not limited as of December 31, 2025 .

(3) The Revolving Credit Facility remaining available balance was reduced by outstanding undrawn letters of credit.

The Credit Agreement requires compliance with a Total Net Leverage Ratio covenant when borrowings on the Revolving Credit Facility (excluding certain amounts relating to letters of credit) is over a 35%, or $22.8 million, threshold (Note 10 – Long-Term Debt to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).

The otherwise remaining available borrowings of $60.1 million were reduced by $37.3 million to $22.8 million in light of this financial covenant at December 31, 2024.

included in Part II, Item 8 of this Form 10-K).

The otherwise remaining available borrowings of $60.1 million were reduced by $37.3 million to $22.8 million in light of this financial covenant as of December 31, 2025.

(4) Additional borrowings on the Real Estate Facilities are subject to a debt service coverage ratio covenant and to the property collateral requirements under the Real Estate Facilities.

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The lenders under the M&T Real Estate Facility are not under any obligation to provide commitments in respect of any such increase.

We have experienced an increase in interest rates, which had begun to decrease by the end of 2024 and may continue to decrease during 2025.

(5) The current portion of the Real Estate Facilities includes $30.1 million relating to the principal balances associated with real property sold on December 31, 2025, where the funds were not released from escrow until January 2, 2026.

As of December 31, 2025 and 2024, the applicable interest rate for the floor plan notes payable under the Floor Plan Facility was 5.89% and 6.72%, respectively.

As of December 31, 2025 and 2024, the average interest rate for the Term Loan Facility was 6.33% and 6.97%, respectively.

The previous increase in interest rates and, to a lesser extent, a higher average outstanding floor plan balance have resulted in a combined year-over-year increase of our floor plan interest expense and other interest expense, net of $17.2 million for 2024 compared to 2023.

The decrease in interest rates in addition to lower average principal balances for our Term Loan Facility, our Floor Plan Facility, our Real Estate Facilities, and revolving line of credit have resulted in a combined year-over-year decrease of our floor plan interest expense and other interest expense, net of $36.9 million for 2025 compared to 2024.

Other Long-Term Debt

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Sale/Leaseback Arrangements

We have in the past and may in the future enter into sale-leaseback transactions to finance certain property acquisitions and capital expenditures, pursuant to which we sell property and/or leasehold improvements to third parties and agree to lease those assets back for a certain period of time.

We have in the past and may in the future enter into sale-leaseback transactions to finance certain property acquisitions, capital expenditures, or other uses of funds, pursuant to which we sell property and/or leasehold improvements to third parties and agree to lease those assets back for a certain period of time.

Such sales generate proceeds which vary from period to period.

In 2024, we entered into sale-leaseback transactions for three properties associated with store locations in the RV and Outdoor Retail segment.

We received consideration of $37.7 million of cash and recorded a gain of $0.4 million that is included in loss (gain) on sale or disposal of assets in the consolidated statements of income for the year ended December 31, 2024.

We entered into 20-year lease agreements for two of the properties and a 17-year lease agreement for one of the properties.

On February 8, 2022, FRHP Lincolnshire, LLC sold three properties for a total sale price of $28.0 million.

Concurrent with the sale of these properties, we entered into three separate twenty-year lease agreements, whereby we will lease back the properties from the acquiring company.

Under each lease agreement, FR has four consecutive options to extend the lease term for additional periods of five years for each option.

This transaction is accounted for as a financing transaction.

We recorded a liability for the amount received, will continue to depreciate the non-land portion of the assets, and have imputed an interest rate so that the net carrying amount of the financial liability and remaining non-land assets will be zero at the end of the initial lease terms.

The financial liability is included in other long-term liabilities in the consolidated balance sheet as of December 31, 2024.

During the years ended December 31, 2025 and 2024, we entered into sale-leaseback transactions for fourteen and three properties, respectively, associated with store locations in the RV and Outdoor Retail segment and received consideration of $122.4 million and $37.7 million of cash, respectively.

However, $45.2 million of the $122.4 million of consideration for 2025 was not distributed through escrow until January 2, 2026.

The Company recorded a gain of $0.3 million and $0.4 million for the years ended December 31, 2025 and 2024, respectively, that was included in (gain) loss on sale or disposal of assets in the consolidated statements of operations.

We entered into lease agreements for the properties as the lessee with each of the buyers with lease terms ranging from 17 to 20 years.

Deferred Revenues

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Deferred revenues are expected to be recognized as revenue as set forth in the following table (in thousands):

($ in thousands)

December 31, 2025

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The evaluation of potential impairment triggering events requires judgment and we consider factors such as a change in the use of the assets, changes in overall business strategy, significant negative industry or economic trends, and/or a greater than expected loss generated by our store locations.

Our long-lived asset groups exist predominantly at the individual store location level and the associated impairment analysis involves the comparison of an asset group’s estimated future undiscounted cash flows over its remaining useful life to its respective carrying value, which primarily includes furniture, equipment, leasehold improvements, and operating lease assets.

For long-lived asset groups identified with carrying values not recoverable by future undiscounted cash flows, impairment charges are recognized to the extent the sum of the discounted future cash flows from the use of the asset group is less than the carrying value.

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The estimated future cash flows require judgment and include significant assumptions for revenue growth, gross margin, and SG&A as a percentage of gross profit.

We believe our estimated cash flows are sufficient to support the carrying value of our long-lived assets.

If estimated cash flows or market rental rates significantly differ in the future, we may be required to record additional asset impairments.

For the years ended December 31, 2025, 2024, and 2023, we recorded long-lived asset impairment of $1.2 million, $15.1 million, and $9.3 million, respectively (see Note 5 – Restructuring and Long-lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).

Goodwill — Impairment

Goodwill is reviewed at least annually for impairment on October 1 and we evaluate our reporting units for potential triggering events on a quarterly basis.

For the annual goodwill impairment test or when we determine there has been a triggering event for a reporting unit, we have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.

If the qualitative assessment leads to a determination that the fair value of a reporting unit may be less than its carrying value, or if we elect to bypass the qualitative assessment altogether, we perform a quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with its associated carrying value.

When we perform the quantitative test for goodwill, we establish the fair value for the reporting unit based on a combination of the income approach, in which a discounted cash flow model is utilized, and the market approach, in which market multiples of comparable companies are utilized.

The income approach requires the use of significant estimates and assumptions, including forecasted revenue growth, EBITDA projections, and discount rates and changes in these assumptions may adversely impact the fair value assessments.

The market approach requires significant assumptions related to the selection of comparable publicly traded companies and the market multiples.

Significant negative industry or macroeconomic trends, disruptions to our business, changes in customer behavior, inability to effectively integrate acquired businesses, unexpected significant changes or planned changes in use of the assets or in entity structure, and divestitures may adversely impact the assumptions used in the valuations.

In the event the fair value of a reporting unit is less than the carrying value, we would recognize an impairment charge for the amount by which the carrying amount of the reporting unit exceeds the fair value.

When we evaluate our reporting units for potential triggering events on a quarterly basis, we consider multiple internal and external factors, including, but not limited to, (i) macroeconomic conditions, (ii) industry and market factors such as competition and changes in the market for the reporting unit's products, (iii) changes in costs for the reporting unit’s products, (iv) overall financial performance of the reporting unit, and (v) if there has been a sustained decrease in our stock price since the most recent annual goodwill impairment test.

On October 1, 2025, we performed the quantitative assessment for all of our reporting units with goodwill balances and determined that their fair values exceeded the carrying value for each reporting unit, and as such, goodwill was not considered impaired.

As of December 31, 2025, the RV and Outdoor Retail reporting unit was allocated $723.5 million of our goodwill, which represents 96.6% of our total goodwill.

The RV and Outdoor Retail reporting unit’s fair value exceeded its carrying value by 11% and the remaining reporting units’

fair values exceeded their carrying values by a significant amount.

Of the key assumptions to the determination of fair value discussed above for the RV and Outdoor Retail reporting unit, (i) revenue and EBITDA projections, (ii) discount rate, and (iii) market multiples of comparable public companies are subject to the most uncertainty and could negatively impact the fair value of the RV and Outdoor Retail reporting unit.

For instance, uncertainties associated with these key assumptions include:

the expected timing of the next upswing for the RV industry and the impact to RV gross margins from variations in average selling prices and related cost of RVs, which could be negatively impacted by an extended delay in the growth of the RV industry, our inability to gain market share, customer demand or competition pressure on average selling prices of RVs, and/or increased procurement costs of inventory.

As of the October 1, 2025 test date, a 100-basis point decrease in the terminal growth rate would not have resulted in an impairment of goodwill being recognized when estimating the fair value of the RV and Outdoor Retail reporting unit.

Discount Rate:

the general and industry-specific macroeconomic environment, which could be negatively impacted by higher inflation, higher unemployment, higher interest rates and/or a reduction in consumer spending, particularly within our industry.

As of the October 1, 2025 test date, a 100-basis point increase in the discount rate would not have resulted in an impairment of goodwill being recognized when estimating the fair value of the RV and Outdoor Retail reporting unit.

Market Multiples:

the industry-specific macroeconomic environment, which could be negatively impacted by downward stock market trends that, in turn, can be driven by similar factors as the discount rate, as discussed above.

As of the October 1, 2025 test date, a 1.0 decrease in the EBITDA multiple assumption would not have resulted in an impairment of goodwill being recognized when estimating the fair value of the RV and Outdoor Retail reporting unit

See Note 8 — Goodwill and Intangible Assets to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

Deferred Tax Assets and Tax Receivable Agreement Liability — Valuation

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Pursuant to the Tax Receivable Agreement, CWH makes annual payments to the Original Equity Owners that had previously redeemed common units in CWGS, LLC equivalent to 85% of any tax benefits CWH realizes on each year’s tax return from the additional tax deductions arising from the step-up in tax basis.

As of December 31, 2024 and 2023, we had recorded Tax Receivable Agreement liabilities of $150.4 million and $162.8 million, respectively, for the future cash obligations expected to be paid under the Tax Receivable Agreement, which were not discounted.

The calculation of this liability is a function of the step-up described above and, therefore, has the same complexities and estimates.

The calculation of this liability is a function of the step-up described above and, therefore, has the same

complexities and estimates.

Similar to the deferred tax assets, these liabilities would likely increase materially if Continuing Equity Owners redeem additional common units of CWGS, LLC.

As of December 31, 2024, if there was a 100 basis point increase or decrease in the estimated income tax rate, the Tax Receivable Agreement liability would increase or decrease by $6.0 million, respectively.

We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized.

In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including our operating results, ongoing tax planning and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis.

During the year ended December 31, 2025, management evaluated both positive and negative evidence and concluded that a full valuation allowance was necessary to be recorded against net deferred tax assets of the public holding company, CWH, due to its actual cumulative historical operating results for income tax purposes over the past several years in each of the tax jurisdictions where it operates.

This valuation allowance will be maintained until sufficient positive evidence exists to justify its reversal.

In addition, because of the full valuation allowance recorded against CWH’s investment in CWGS, LLC net deferred tax asset and certain other tax attribute carryforward deferred tax assets, the Company considers most of the amount calculated related to the remaining Tax Receivable Agreement liability not probable.

As of December 31, 2025 and 2024, we had recorded Tax Receivable Agreement liabilities of $1.4 million and $150.4 million, respectively, for the future cash obligations expected to be paid under the Tax Receivable Agreement, which were not discounted.

As of December 31, 2025, if there was a 100 basis point increase or decrease in the estimated income tax rate, there would be an immaterial increase or decrease in the Tax Receivable Agreement liability.

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.

What changed 10-K

Item 7. Management’s Discussion and Analysis