What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-02-28 · 505 added, 496 removed, 1382 unchanged (42% of the section changed)

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We have audited the accompanying consolidated balance sheets of Camping World Holdings, Inc.

and subsidiaries (the "Company") as of December 31, 2024, and December 31, 2023, the related consolidated statements of operations, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedules listed in the Index at Item 15(a)(1) (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and December 31, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2025, expressed an adverse opinion on the Company's internal control over financial reporting because of a material weakness.

and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedules listed in the Index at Item 15(a)(1) (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

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The proceeds the Company receives for selling insurance product contracts are subject to chargebacks if the customer terminates the respective contract earlier than a stated period.

The proceeds are recorded as variable consideration, net of estimated chargebacks.

The proceeds are therefore considered variable consideration and recorded net of estimated chargebacks.

The Company estimates chargebacks by developing an estimate of ultimate future cancellation rates using a combination of actuarial methods which leverage the Company’s historical chargeback experience.

Given the judgment involved in developing an estimate of ultimate future cancellation rates used to estimate the chargeback liabilities, auditing this assumption required a high degree of auditor judgment, including the use of our actuarial specialists, in performing audit procedures to evaluate the reasonableness of management’s estimate.

Given the judgment involved in developing an estimate of ultimate future cancellation rates used to estimate the amount of chargebacks, auditing this assumption required a high degree of auditor judgment, including the use of our actuarial specialists, in performing audit procedures to evaluate the reasonableness of management’s estimate.

Therefore, we identified this as a critical audit matter.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the ultimate future cancellation rates used to estimate the chargeback liabilities included the following, among others:

● Testing the design and operating effectiveness of controls over the calculation of the chargeback liabilities, which includes the estimation of future cancellation rates.

● Inspecting standard insurance product contracts for each contract type to evaluate whether the arrangements in effect were consistent with the assumptions used to calculate the chargeback liabilities.

Our audit procedures related to the ultimate future cancellation rates used to estimate the chargebacks included the following, among others:

· Testing the design, implementation and operating effectiveness of controls over the calculation of the chargebacks, which includes the estimation of future cancellation rates.

· Inspecting standard insurance product contracts for each contract type to evaluate whether the arrangements in effect were consistent with the assumptions used to calculate the chargebacks.

· Testing the underlying data that served as the basis for the actuarial analyses, to evaluate whether the inputs to the actuarial estimate were accurate and complete.

● With the assistance of our actuarial specialists we:

● Developed a range of the chargeback liabilities based on independently estimated ultimate future cancellation rates, which we compared to the liabilities estimated by management.

● Evaluated the Company’s ability to estimate the ultimate future cancellation rates by comparing its historical estimates with actual chargeback payments.

· We used the assistance of our actuarial specialists in:

· Developing a range of the chargebacks based on independently estimated ultimate future cancellation rates, which we compared to the chargebacks estimated by management.

· Evaluating the Company’s ability to estimate the ultimate future cancellation rates by comparing its historical estimates to actual chargeback payments.

Long-Lived Asset Impairment — Refer to Notes 1 and 5 to the consolidated financial statements

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The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Its 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.

Its long-lived asset groups exist predominantly at the individual 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 leased properties or furniture, equipment, land, and buildings for owned properties.

Management exercises significant judgment in identifying whether events or changes in circumstances indicate that an asset group’s long-lived asset carrying amount may not be recoverable and in the estimation of an asset group’s future cash flows.

As a result, a high degree of auditor judgment and an increased extent of effort is required.

As a result, a high degree of auditor judgment and an increased extent of effort is

required in performing audit procedures to evaluate the reasonableness of management’s judgements and estimates.

Therefore, we have identified this as a critical audit matter.

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Our audit procedures related to management’s identification of impairment indicators and estimation of an asset group’s future cash flows included the following, among others:

● Testing the design and operating effectiveness of controls over i) the identification of impairment indicators of long-lived asset groups and ii) the estimation of future cash flows for asset groups that had impairment indicators.

· Testing the design, implementation and operating effectiveness of controls over i) the identification of impairment indicators of long-lived asset groups and ii) the estimation of future cash flows for asset groups that had impairment indicators.

· Evaluating the methodology and assumptions used by management to identify impairment indicators by:

● Inspecting the Company’s impairment indicator analysis to determine if contradictory evidence existed as to the completeness of the population of potentially impaired store locations.

● Evaluating the accuracy of long-lived assets recorded to individual asset groups, as well as the identification of store level cash flows attributable to each asset group.

● Comparing individual store level current and historical operating results to the general ledger to assess the reliability of information used.

· Inspecting the Company’s impairment indicator analysis to determine if contradictory evidence existed as to the completeness of the population of potentially impaired individual locations.

· Evaluating the completeness and accuracy of long-lived assets attributable to individual asset groups, as well as the identification of individual location level cash flows attributable to each asset group.

· Comparing individual location-level current and historical operating results to the general ledger to assess the accuracy and completeness of information used.

· Reading board of director meeting minutes, while considering available industry information and macroeconomic trends.

● Evaluating the reasonableness of the methodology used by management and the assumptions used in the estimation of future cash flows by performing the following procedures for selected store locations:

● Comparing the minimum projected cash flows required to recover the carrying amount of the store location to historical chain-wide average cash flows for comparable locations with similar economic circumstances and relevant location characteristics.

● Analyzing the duration of projected cash flows used to assess store profitability.

● Evaluating the consistency of projected cash flows with other relevant information obtained in our audit, such as internal forecasts and industry information.

· Evaluating the reasonableness of the methodology used by management and the assumptions used in the estimation of future cash flows by performing the following procedures for selected individual locations:

· Evaluating management’s ability to accurately forecast revenue and EBITDAR (Earnings before Interest, Taxes, Depreciation, Amortization, and Rent) by comparing actual results to management’s historical forecasts.

· Comparing the minimum projected cash flows required to recover the carrying amount of the individual location level to historical chain-wide average cash flows for comparable locations with similar economic circumstances and relevant location characteristics.

· Analyzing the duration of projected cash flows used to assess individual location-level recoverability.

· Evaluating and auditing the projected cash flows by comparing projections to actual historical performance and industry information and evaluating the consistency of the projected cash flows with other relevant forecast information obtained in our audit, such as internal forecasts.

Goodwill Impairment — Refer to Notes 1 and 8 to the consolidated financial statements

Critical Audit Matter Description

The Company measures the fair value of the Recreational Vehicle “RV” and Outdoor Retail reporting unit (“Reporting Unit”) and compares it to the Reporting Unit’s carrying value to assess goodwill for impairment.

The Reporting Unit fair value calculation requires significant management judgment and estimation utilizing both

the income and market approaches.

The income approach requires the use of significant estimates and assumptions, including forecasted revenue and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) projections and discount rates.

The market approach requires significant assumptions related to the selection of comparable publicly traded companies (“peer group companies”) and the market multiples.

We identified the valuation of goodwill at the Reporting Unit as a critical audit matter because the Company’s estimate of the fair value of the Reporting Unit involved complex and subjective judgments.

This required a high degree of auditor judgement and an increased extent of effort, including the need to involve our fair value specialists, when auditing management’s judgements related to (1) forecasts of revenue and EBITDA, (2) the selection of the market multiples related to peer group companies, and (3) the selection of the discount rates.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s forecasts of revenue and EBITDA, the selected market multiples related to peer group companies, and the selected discount rates, included the following, among others:

· Testing the design, implementation and operating effectiveness of controls over the review of the goodwill impairment analysis, including those over the development of forecasts of the revenue and EBITDA business assumptions, the selected market multiples related to peer group companies, and the selected discount rates.

· Evaluating management’s ability to accurately forecast revenue and EBITDA by comparing actual results to management’s historical forecasts.

· Testing management’s forecasted revenue and EBITDA and evaluating the reasonableness by comparing the forecasts to historical results, third-party economic research, industry performance, and peer company performance.

· We evaluated, with the assistance of our fair value specialists, the (1) selection of market multiples and (2) discount rates utilized, by performing certain procedures, including:

· Testing the appropriateness of the Company’s selection of peer group companies and market multiples for comparability to the Reporting Unit.

· Testing the source information underlying the determination of the discount rates and the mathematical accuracy of the calculation.

· Developing independent ranges of discount rates and comparing the discount rates selected by management to these ranges.

/s/ Deloitte & Touche LLP

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Other current liabilities

Liabilities related to assets held for sale

Total current liabilities

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Tax Receivable Agreement liability, net of current portion

Revolving line of credit

Long-term debt, net of current portion

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Class A common stock, par value $ 0.01 per share – 250,000 shares authorized;

62,502 and 49,571 shares issued, respectively;

62,502 and 45,020 shares outstanding, respectively

63,437 and 62,502 shares issued and outstanding, respectively

Class B common stock, par value $ 0.0001 per share – 75,000 shares authorized;

39,466 and 39,466 shares issued, respectively;

39,466 and 39,466 shares outstanding, respectively

39,466 shares issued and outstanding

Class C common stock, par value $ 0.0001 per share – 0.001 share authorized, issued and outstanding

Additional paid-in capital

Treasury stock, at cost;

none and 4,551 shares, respectively

Retained earnings

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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 (expense)

Income (loss) before income taxes

Income tax (expense) benefit

Net (loss) income

net income (loss) attributable to non-controlling interests

net (loss) income attributable to non-controlling interests

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

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Repurchases of Class A common stock for withholding taxes on vested RSUs

Repurchases of Class A common stock to treasury stock

Redemption of LLC common units for Class A common stock

Disgorgement of short-swing profits by Section 16 officer

Distributions to holders of LLC common units

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Balance at December 31, 2023

Public offering of Class A common stock, net of underwriting discounts and commissions

Offering costs related to public offering of Class A common stock

Non-controlling interest adjustment for capital contribution of proceeds from the public offering of Class A common stock

Stock-based compensation

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Balance at December 31, 2024

Class A Common Stock

Class B Common Stock

Class C Common Stock

Treasury Stock

Public offering of Class A common stock, net of underwriting discounts and commissions

Offering costs related to public offering of Class A common stock

Non-controlling interest adjustment for capital contribution of proceeds from the public offering of Class A common stock

Stock-based compensation

Exercise of stock options

Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options

Vesting of restricted stock units

Repurchases of Class A common stock for withholding taxes on vested RSUs

Redemption of LLC common units for Class A common stock

Stock award to employee

Repurchases of Class A common stock for withholding taxes on stock award to employee

Distributions to holders of LLC common units

Dividends (1)

Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability

Non-controlling interest adjustment

Net (loss) income

Balance at December 31, 2025

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Stock-based compensation

(Gain) loss on lease termination

Gain on lease termination and/or remeasurement

Long-lived asset impairment

Loss (gain) on sale or disposal of assets

Provision for losses on accounts receivable

(Gain) loss on sale or disposal of assets

Provision for credit losses

Noncash lease expense

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Operating lease liabilities

CARES Act deferral of payroll taxes

Net cash provided by operating activities

Net cash (used in) provided by operating activities

Investing activities

Purchases of property and equipment

Proceeds from sale of property and equipment

Proceeds from sale or disposal of property and equipment

Purchases of real property

Proceeds from the sale of real property

Proceeds from the sale or disposal of real property

Purchases of businesses, net of cash acquired

Proceeds from divestiture of business

Purchases of and loans to other investments

Purchases of other investments

Proceeds from other investments

Purchases of intangible assets

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Payments on long-term debt

Net (payments) proceeds on notes payable – floor plan, net

Net proceeds (payments) on notes payable – floor plan, net

Borrowings on revolving line of credit

Payments on revolving line of credit

Proceeds from landlord funded construction on finance leases

Payments on finance leases

Proceeds from sale-leaseback arrangement

Payments on sale-leaseback arrangement

Payment of debt issuance costs

Payments on contingent consideration

Proceeds from issuance of Class A common stock sold in a public offering, net of underwriter discounts and commissions

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RSU shares withheld for tax

Repurchases of Class A common stock to treasury stock

Disgorgement of short-swing profits by Section 16 officer

Stock award shares withheld for tax

Distributions to holders of LLC common units

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Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements.

The Company does not have any components of other comprehensive income recorded within its consolidated financial statements and, therefore, does not separately present a statement of comprehensive income in its consolidated financial statements.

The Company does not have any material components of other comprehensive income recorded within its consolidated financial statements and, therefore, does not separately present a statement of comprehensive income in its consolidated financial statements.

Description of the Business

Camping World Holdings, Inc., together with its subsidiaries, is the world’s largest retailer of RVs and related products and services.

Camping World Holdings, Inc., together with its subsidiaries, is America’s largest retailer of RVs and related products and services.

As noted above, CWGS, LLC is a holding company and operates through its subsidiaries.

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The Company operates a national network of RV dealerships and service centers as well as a comprehensive e-commerce platform, primarily under the Camping World brand, and markets its products and services primarily to RV and outdoor enthusiasts.

Revisions to Prior Period Consolidated Financial Statements

Subsequent to the issuance of the Company's consolidated financial statements for the year ended December 31, 2023, the Company's management identified prior period misstatements related to the measurement of the realizable portion of the Company’s outside basis difference deferred tax asset in CWGS, LLC, including the associated valuation allowance.

As a result, deferred tax assets, net, additional paid-in capital, and income tax benefit (expense) have been revised from the amounts previously reported as of and for the years ended December 31, 2023 and 2022.

The misstatements affecting additional paid-in capital and income tax benefit (expense) as of and for the year ended December 31, 2021, are reflected as adjustments to additional paid-in capital and retained earnings, respectively, as of January 1, 2022.

The Company evaluated

the materiality of these errors both qualitatively and quantitatively in accordance with Staff Accounting Bulletin (“SAB”) No.

99, Materiality, and SAB No.

108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements, and determined the effect of these revisions was not material to the previously issued financial statements.

However, correcting the cumulative error during the year ended December 31, 2024 would have been material to the current period.

Therefore, the Company has revised the consolidated financial statements for the prior periods presented, including the comparative prior period amounts in the applicable notes to the consolidated financial statements.

The Company will also revise previously reported financial information for such immaterial misstatements in future consolidated financial statements, as applicable.

These immaterial misstatements did not impact the Company’s reportable segments, since they only related to the public holding company, CWH.

The following table presents the effect of the immaterial misstatements on the Company’s consolidated balance sheet for the period indicated:

As of December 31, 2023

($ in thousands)

As Previously Reported

Deferred tax assets, net

Additional paid-in capital

Retained earnings

Total stockholders' equity attributable to Camping World Holdings, Inc.

Total stockholders' equity

Total liabilities and stockholders' equity

The following table presents the effect of the immaterial misstatements on the consolidated statements of operations for the periods indicated:

Year Ended December 31, 2023

Year Ended December 31, 2022

($ in thousands except per share amounts)

As Previously Reported

Income tax benefit (expense)

Net income attributable to Camping World Holdings, Inc.

Earnings per share of Class A common stock:

The following table presents the effect of the immaterial misstatements on the consolidated statements of stockholders’ equity for the periods indicated:

Additional Paid-In Capital

Retained Earnings

Total Stockholders' Equity

($ in thousands)

As Previously Reported

Balance at January 1, 2022

Stock-based compensation

Exercise of stock options

Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options

Vesting of restricted stock units

Repurchases of Class A common stock for withholding taxes on vested RSUs

Repurchases of Class A common stock to treasury stock

Redemption of LLC common units for Class A common stock

Disgorgement of short-swing profits by Section 16 officer

Distributions to holders of LLC common units

Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability

Non-controlling interest adjustment

Balance at December 31, 2022

Stock-based compensation

Exercise of stock options

Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options

Vesting of restricted stock units

Repurchases of Class A common stock for withholding taxes on vested RSUs

Redemption of LLC common units for Class A common stock

Distributions to holders of LLC common units

Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability

Non-controlling interest adjustment

Balance at December 31, 2023

The following table presents the effect of the immaterial misstatements on the consolidated statements of cash flows for the periods indicated.

These immaterial misstatements resulted in no change in net cash provided from operating activities for the periods indicated:

Year Ended December 31, 2023

Year Ended December 31, 2022

($ in thousands)

As Previously Reported

Deferred income taxes

Use of Estimates

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Actual results may differ from those estimates.

In preparing these consolidated financial statements, management has made its best estimates and judgments of certain amounts included in the consolidated financial statements, giving due consideration to

The Company bases its estimates and judgments on historical experience and other assumptions that management believes are reasonable.

However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates.

However, application of these accounting policies involves the

exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates.

The Company periodically evaluates estimates and assumptions used in the preparation of the consolidated financial statements and makes changes on a prospective basis when adjustments are necessary.

Significant estimates made in the accompanying consolidated financial statements include certain assumptions related to accounts receivable, inventory, goodwill, intangible assets, long-lived assets, long-lived asset impairments, program cancellation reserves, chargebacks, accruals related to estimated tax liabilities, product return reserves, and other liabilities.

Significant estimates made in the accompanying consolidated financial statements include certain assumptions related to accounts receivable, inventory, goodwill, intangible assets, long-lived assets, long-lived asset impairments, valuation allowance on deferred tax assets, program cancellation reserves, chargebacks, accruals related to estimated tax liabilities, product return reserves, loyalty point program breakage, and other liabilities.

Cash and Cash Equivalents

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Accounts receivable are stated at realizable value, net of an allowance for credit losses.

Accounts receivable balances due in excess of one year were $ 7.4 million at December 31, 2024 and $ 8.8 million at December 31, 2023, which are included in other assets in the accompanying consolidated balance sheets.

Accounts receivable balances due in excess of one year were $ 6.0 million as of December 31, 2025 and $ 7.4 million as of December 31, 2024, which are included in other assets in the accompanying consolidated balance sheets.

The allowance for credit losses is based on management’s assessment of the collectability of its customer accounts.

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Relevant risk characteristics include customer size and historical loss patterns.

Management has evaluated the expected credit losses related to contracts in transit and determined that no allowance for credit losses was required at December 31, 2024 and 2023.

Management has evaluated the expected credit losses related to contracts in transit and determined that no allowance for credit losses was required as of December 31, 2025 and 2024.

Management additionally has evaluated the expected credit losses related to accounts receivable and determined that allowances for credit losses of approximately $ 3.4 million as of December 31, 2025 and $ 2.7 million as of December 31, 2024 were required.

The following table details the changes in the allowance for credit losses relating to current receivables (in thousands):

The following table details the changes in the allowance for credit losses relating to current receivables and notes receivables:

Year Ended December 31,

($ in thousands)

Allowance for credit losses:

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These financial institutions provide financing to the Company’s customers for the purchase of a vehicle in the normal course of business.

receivables are short-term in nature and are from various financial institutions located throughout the United States.

These receivables are short-term in nature and are from various financial institutions located throughout the United States.

The Company has cash deposited in various financial institutions that is in excess of the insurance limits provided by the Federal Deposit Insurance Corporation.

The amount in excess of FDIC limits at December 31, 2024 and 2023 was approximately $ 231.5 million and $ 47.4 million, respectively.

The amount in excess of FDIC limits as of December 31, 2025 and 2024 was approximately $ 238.9 million and $ 231.5 million, respectively.

The Company is potentially subject to concentrations of credit risk in accounts receivable.

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Products, parts, accessories, and other inventories primarily consist of installable parts, as well as retail travel and leisure specialty merchandise and are stated at lower of cost, including freight and rebates, or net realizable value using the first in, first out method.

Prior to the divestiture of the RV and Outdoor Retail segment’s RV furniture business in May 2024 (see Note 6 — Assets Held for Sale and Business Divestiture for further details), a portion of the products, parts, accessories and other inventory included capitalized labor relating to assembly.

Assets Held for Sale

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indicate that the carrying amount of an asset may not be recoverable.

The Company’s long-lived asset groups exist predominantly at the individual 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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Good Sam Services and Plans

Good Sam Services and Plans revenue consists primarily of revenue from publications and marketing fees from various consumer services and plans.

Good Sam Services and Plans revenue consists primarily of revenue from emergency roadside assistance plans, publications and marketing fees from various consumer services and plans.

Roadside Assistance (“RA”) revenues are deferred and recognized over the contractual life of the membership.

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Conditions to completing a sale include having an agreement with the customer, including pricing, whereby the sales price must be reasonably expected to be collected and having control transferred to the customer.

Customers often trade in their own vehicle to apply toward the purchase of a new or used vehicle.

The trade-in vehicle is a type of noncash consideration measured at fair value, based on external and internal market data for the specific vehicle, and applied as payment to the contract price for the purchased new or used vehicle.

Products, Service and Other

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The resulting point liability is deferred until the revenue is recognized (i) when the points are redeemed by the customer as a reduction of the purchase price of future purchases of the Company’s products or services or (ii) when the point liability is adjusted to reflect changes in breakage estimates.

Points generally expire twelve months after the date that they are credited to a customer’s account.

Points expire twelve months after the date that they are credited to a customer’s account.

Finance and Insurance, net

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Membership revenue is generated from annual, multiyear and lifetime memberships.

The revenue and expenses associated with these memberships are deferred and amortized over the membership period.

The revenue and expenses associated with these memberships are deferred and amortized over the membership

Unearned revenue and profit are subject to revisions as the membership progresses to completion.

Revisions to membership period estimates would change the amount of income and expense amortized in future accounting periods.

For lifetime memberships, an 18-year period is used, which is the actuarially

determined estimated fulfillment period.

For lifetime memberships, an 18-year period is used, which is the actuarially determined estimated fulfillment period.

Royalty revenue is earned under the terms of an arrangement with a third-party credit card provider based on a percentage of the Company’s co-branded credit card portfolio retail spending with such third-party credit card provider and for acquiring new cardholders.

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When income tax rates increase or decrease, a corresponding adjustment to income tax expense is recorded by applying the rate change to the cumulative temporary differences.

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized.

In evaluating the Company’s ability to recover its deferred tax assets, it considers all available positive and negative evidence, including its operating results, ongoing tax planning and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis.

As of December 31, 2025, management concluded that a full valuation allowance was necessary to be recorded against net deferred tax assets of the public holding company, CWH.

The Company recognizes the tax benefit from an uncertain tax position in accordance with accounting guidance on accounting for uncertainty in income taxes.

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Additionally, selling, general, and administrative (“SG&A”) expenses as a percentage of gross profit tend to be higher in the first and fourth quarters due to the seasonality of the Company’s business.

Due to the Company’s seasonality, the possible adverse impact from other risks associated with its business, including atypical weather, consumer spending levels and general business conditions, is potentially greater if any such risks occur during the Company’s peak sales seasons.

Due to the Company’s seasonality, the possible adverse impact from other risks associated with its business, including atypical weather, consumer spending levels, changes in the costs of the Company’s products including the impact of tariffs, and general business conditions, is potentially greater if any such risks occur during the Company’s peak sales seasons.

Recently Adopted Accounting Pronouncements

In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-01, Leases (Topic 842):

Common Control Arrangements.

For public companies, this standard requires the amortization of leasehold improvements associated with common control leases over the useful life to the common control group.

The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted.

The Company’s adoption of the provisions of this ASU as of January 1, 2024 did not materially impact the Company’s consolidated financial statements.

In August 2023, the FASB issued ASU 2023-05, Business Combinations―Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement.

This ASU requires joint ventures to recognize a new basis of accounting for contributed net assets as of the formation date, to measure the contributed identifiable net assets at fair value on the formation date using the business combination guidance in ASC 805-20 (with certain exceptions) regardless of whether an investor contributes a business, to measure the net assets’ fair value based on 100% of the joint venture’s equity immediately following formation, to record goodwill (or an equity adjustment, if negative) for the difference between the fair value of the joint venture’s equity and its net assets and to provide disclosures about the nature and financial effect of the formation transaction.

The standard is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted.

Additionally, for joint ventures that were formed before January 1, 2025, the Company may elect to apply the standard retrospectively.

The Company’s early adoption of the provisions of this ASU as of January 1, 2024 did not materially impact the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This ASU requires public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss.

The title and position of the CODM must be disclosed with an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

If the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance, and deciding how to allocate resources, an entity may report one or more of those additional measures of segment profit.

Additionally, public entities must disclose an amount for “other segment items” by reportable segment representing the difference between segment revenue less the significant expenses disclosed and each reported measure of segment profit or loss, and a description of its composition.

Moreover, all annual disclosures about a reportable segment's profit or loss and assets are to be presented in interim periods.

The standard should be applied retrospectively to all prior periods presented in the financial statements.

Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant expense categories identified and disclosed in the period of adoption.

The standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted the provisions of this ASU as of January 1, 2024, with respect to the annual disclosures beginning with the year ended December 31, 2024 and interim disclosures beginning with the three months ending March 31, 2025, including

the presentation of the comparable prior periods.

The adoption of this ASU resulted in additional segment reporting disclosures and did not otherwise have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This ASU requires that public business entities on an annual basis disclose (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) income taxes paid disaggregated by jurisdiction.

The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company expects that the adoption of this ASU will impact certain of its income tax disclosures and will not otherwise have a material impact on the Company’s consolidated financial statements.

The standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company adopted the provisions of this ASU as of January 1, 2025, with respect to the annual disclosures beginning with the year ended December 31, 2025.

The adoption of this ASU resulted in additional annual income tax disclosures and did not otherwise have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement―Reporting Comprehensive Income―Expense Disaggregation Disclosures (Subtopic 220-40):

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The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments―Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

This ASU provides a practical expedient for all entities and a related accounting policy election for entities other than public business entities for the calculation of current expected credit losses on current accounts receivable and current contract assets.

The practical expedient allows all entities to assume that conditions as of the balance sheet date will remain unchanged for an asset’s remaining life when estimating credit losses on current accounts receivable and current contract assets arising from transactions under ASC 606.

The standard is effective for fiscal years beginning after December 15, 2025 and interim periods within those annual reporting periods, with early adoption permitted.

The adoption of this ASU will result in a disclosure of the election of the practical expedient and does not otherwise have a material impact on the Company’s consolidated financial statements .

In September 2025, the FASB issued ASU 2025-06, Intangibles―Goodwill and Other―Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

This ASU removes all references to software development stages throughout Subtopic 350-40.

Instead, an entity is required to start capitalizing software costs when both of the following occur:

(1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”).

In evaluating the probable-to-complete threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software, as described by the standard.

This ASU specifies that the disclosures in Subtopic 360-10, Property, Plant, and Equipment—Overall, are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements.

The standard is effective for fiscal years beginning after December 15, 2027 and interim periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements.

The amendments in this ASU clarify interim disclosure requirements and the applicability of Topic 270.

The objective of the update is to provide clarity about current interim requirements and also includes a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

The standard is effective for interim periods with the annual reporting period beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements.

This ASU represents changes to the Accounting Standards Codification (“ASC”) that (1) clarify, (2) correct errors, or (3) make minor improvements.

The ASU is intended to make the ASC easier to understand and apply.

The standard is effective for fiscal years beginning after December 15, 2026 and interim periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements.

Contract Assets and Capitalized Costs to Acquire a Contract

As of December 31, 2024 and 2023, contract assets of $ 10.0 million and $ 16.1 million, respectively, related to RV service revenues were included in accounts receivable in the accompanying consolidated balance sheets.

As of December 31, 2025, 2024 and 2023, contract assets of $ 10.7 million, $ 10.0 million and $ 16.1 million, respectively, related to RV service revenues were included in accounts receivable in the accompanying consolidated balance sheets.

As of December 31, 2025 and 2024, the Company had capitalized costs to acquire a contract consisting of $ 4.2 million and $ 4.4 million, respectively, from the deferral of sales commissions expenses relating to multi-year consumer services and plans and the recording of such expenses over the same period as the recognition of the related revenues.

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The Company records deferred revenues when cash payments are received or due in advance of the Company’s performance, net of estimated refunds that are presented separately as a component of accrued liabilities.

For the year ended December 31, 2024, $ 90.3 million of revenues recognized were included in the deferred revenues balance at the beginning of the period.

For the year ended December 31, 2023, $ 92.6 million of revenues recognized were included in the deferred revenues balance at the beginning of the period.

For the years ended December 31, 2025 and 2024, $ 90.2 million and $ 90.3 million of revenues recognized, respectively, were included in the deferred revenues balance at the beginning of the period.

As of December 31, 2023, total deferred revenues was $ 159.1 million.

As of December 31, 2025, the Company had unsatisfied performance obligations primarily relating to plans for its roadside assistance, Good Sam Club memberships, Good Sam Club loyalty program, Coast to Coast memberships, the annual campground guide, and magazine publication revenue streams.

The total unsatisfied performance obligations for these revenue streams at December 31, 2024 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands):

The total unsatisfied performance obligations for these revenue streams as of December 31, 2025 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows:

($ in thousands)

December 31, 2025

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Accounts Receivable

Accounts receivable consisted of the following at December 31, 2024 and 2023 (in thousands):

Accounts receivable consisted of the following:

($ in thousands)

Good Sam Services and Plans

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Due from manufacturers

Escrow receivable from sale of real property

Allowance for credit losses

As of December 31, 2025 and 2024, the Company had Good Sam Services and Plans receivables that were expected to be collected after one year of $ 6.0 million and $ 7.4 million, respectively, which were included in other assets in the consolidated balance sheets.

On December 31, 2025, the Company closed on the $ 45.2 million sale of real property;

however, net proceeds of $ 15.1 million and the principal payments of $ 30.1 million on the related Real Estate Facilities (see Note 10 — Long Term Debt) were not distributed through escrow until January 2, 2026.

Inventories and Floor Plan Payables

Inventories consisted of the following at December 31, 2024 and 2023 (in thousands):

Inventories consisted of the following:

($ in thousands)

Good Sam services and plans

Products, parts, accessories and other

Substantially all of the Company’s new RV inventory and certain of its used RV inventory, included in the RV and Outdoor Retail segment, is financed by a floor plan credit agreement with a syndication of banks (“Floor Plan Lenders”).

Substantially all of the Company’s new RV inventory and certain of its used RV inventory, included in the RV and Outdoor Retail segment, is financed by a floor plan credit agreement (as amended and restated to date, the “Floor Plan Facility”) with a syndication of banks (“Floor Plan Lenders”).

The borrowings under the floor plan credit agreement are collateralized by substantially all of the assets of FreedomRoads, LLC (“FR”), a wholly-owned subsidiary of FreedomRoads, which operates the RV dealerships.

The floor plan borrowings are tied to specific vehicles and principal is due upon the sale of the related vehicle or upon reaching certain aging criteria.

As of December 31, 2024 and 2023, FR maintained floor plan financing through the Eighth Amended and Restated Credit Agreement (as amended from time to time, the “Floor Plan Facility”) entered into in September 2021.

The Floor Plan Facility at December 31, 2024 allowed FR to borrow (a) up to $ 1.85 billion under a floor plan facility of which 30 % may be used to finance used RV inventory, (b) up to $ 30.0 million under a letter of credit facility and (c) up to a maximum amount outstanding of $ 70.0 million under the revolving line of credit.

In February 2025, FR 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) has not been repaid, refinanced, or defeased and the maturity has not been extended by at least 180 days after February 18, 2030.

The Floor Plan Facility allows for up to 30 % of the aggregate amount of the floor plan notes payable to be used to finance used RV inventory.

The Floor Plan Facility also includes an accordion feature allowing FR, at its option, to request to increase the aggregate amount of the floor plan notes payable in $ 50.0 million increments up to a maximum amount of $ 300.0 million.

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As of December 31, 2025, under the Floor Plan Facility, at the Company’s option, the floor plan notes payable, and borrowings for letters of credit, in each case, bear interest at a rate per annum equal to (a) the floating Secured Overnight Financing Rate (“SOFR”), plus a SOFR adjustment of 0.11 %, plus the applicable rate of 1.90 % to 2.50 % determined based on FR’s consolidated current ratio, or, (b) the base rate (as described below) plus the applicable rate of 0.40 % to 1.00 % determined based on FR’s consolidated current ratio.

The outstanding balance of the revolving line of credit under the Floor Plan Facility was paid off in November 2024 and there was no balance outstanding as of December 31, 2024.

As of December 31, 2023, the applicable interest rate for revolving line of credit borrowings under the Floor Plan Facility was 7.63 %.

As of December 31, 2024, under the Floor Plan Facility, revolving line of credit borrowings bear interest at a rate per annum equal to, at the Company’s option, either:

The outstanding balance of the revolving line of credit under the Floor Plan Facility was paid off in November 2024 and there was no balance outstanding as of December 31, 2025 and 2024.

As of December

31, 2025 and 2024, under the Floor Plan Facility, revolving line of credit borrowings bear interest at a rate per annum equal to, at the Company’s option, either:

(a) a floating SOFR rate, plus a SOFR adjustment of 0.11 %, plus 2.25 %, in the case of floating SOFR rate loans, or (b) a base rate determined by reference to the greatest of:

(i) the federal funds rate plus 0.50 % or (ii) the prime rate published by Bank of America, N.A., plus 0.75 %, in the case of base rate loans.

Additionally, under the Floor Plan Facility, the revolving line of credit borrowings are subject to a borrowing base calculation, which did not limit the borrowing capacity at December 31, 2024 and 2023.

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

Plan Facility.

Additionally, under the Floor Plan Facility, the revolving line of credit borrowings are subject to a borrowing base calculation, which did not limit the borrowing capacity as of December 31, 2025 and 2024.

These transfers reduce the amount of liability outstanding under the floor plan borrowings that would otherwise accrue interest, while retaining the ability to withdraw amounts from the FLAIR offset account subject to the financial covenants under the Floor Plan Facility.

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Management has determined that the credit agreement governing the Floor Plan Facility includes subjective acceleration clauses, which could impact debt classification.

Management believes that no events have occurred at December 31, 2024 that would trigger a subjective acceleration clause.

Management believes that no events have occurred as of December 31, 2025 that would trigger a subjective acceleration clause.

Additionally, the credit agreement governing the Floor Plan Facility contains certain financial covenants.

FR was in compliance with all financial debt covenants at December 31, 2024 and 2023.

In February 2025, FR entered into an amendment to the Floor Plan Facility (the “Floor Plan Amendment”), 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) has not been repaid, refinanced, or defeased and the maturity has not been extended by at least 180 days after February 18, 2030.

The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of December 31, 2024 and December 31, 2023 (in thousands):

FR was in compliance with all financial debt covenants as of December 31, 2025 and 2024.

The following table details the outstanding amounts and available borrowings under the Floor Plan Facility:

($ in thousands)

Floor Plan Facility:

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Additional letters of credit capacity

(1) Flooring line aggregate interest reduction (“FLAIR”) offset account that allows the Company to transfer cash to the Floor Plan Lenders as offset to the payables under the Floor Plan Facility.

(1) Flooring line aggregate interest reduction (“FLAIR”) offset account that allows the Company to transfer cash to the Floor Plan Lenders as an offset to the payables under the Floor Plan Facility.

The FLAIR offset account does not reduce the outstanding amount of loans under the Floor Plan Facility for purposes of determining the unencumbered borrowing capacity under the Floor Plan Facility.

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A payment for any floor plan units sold is due within three to ten business days of sale.

Due to the short term nature of these payables, the Company reclassifies the amounts from notes payable‒floor plan, net to accounts payable in the Consolidated Balance Sheets.

Due to the short term nature of these payables, the Company reclassifies the amounts from notes payable‒

floor plan, net to accounts payable in the Consolidated Balance Sheets.

Changes in the vehicle floor plan payable are reported as cash flows from financing activities in the Consolidated Statements of Cash Flows.

(3) Purchase commitments represent vehicles approved for floor plan financing where the inventory has not yet been received by the Company from the supplier and no floor plan borrowing is outstanding.

The following table rolls forward the Company's outstanding supplier finance program obligations confirmed as valid under its Floor Plan Facility for the year ended December 31, 2024 (in thousands):

The following table rolls forward the Company's outstanding supplier finance program obligations confirmed as valid under its Floor Plan Facility:

($ in thousands)

December 31, 2025

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Restructuring – 2019 Strategic Shift

On September 3, 2019, the Board of Directors of CWH approved a plan (the “2019 Strategic Shift”) to strategically shift its business away from locations where the Company does not have the ability or where it is not feasible to sell and/or service RVs at a sufficient capacity (the “Outdoor Lifestyle Locations”).

Of the Outdoor Lifestyle Locations in the RV and Outdoor Retail segment operating at September 3, 2019, the Company has closed or divested 39 Outdoor Lifestyle Locations, two distribution centers, and 20 specialty retail locations relating to the 2019 Strategic Shift.

On September 3, 2019, the Board of Directors (“Board”) of CWH approved a plan (the “2019 Strategic Shift”) to strategically shift its business away from locations where the Company does not have the ability or where it is not feasible to sell and/or service RVs at a sufficient capacity (the “Outdoor Lifestyle Locations”).

Of the Outdoor Lifestyle Locations in the RV and Outdoor Retail segment operating as of September 3, 2019, the Company has closed or divested 39 Outdoor Lifestyle Locations, two distribution centers, and 20 specialty retail locations relating to the 2019 Strategic Shift.

As of December 31, 2020, the Company had completed the store closures and divestitures relating to the 2019 Strategic Shift.

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● other associated costs of $ 48.3 million.

The following table details the costs incurred associated with the 2019 Strategic Shift for the periods presented (in thousands):

The following table details the costs incurred associated with the 2019 Strategic Shift for the periods presented:

Year Ended December 31,

($ in thousands)

2019 Strategic Shift restructuring costs:

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For the years ended December 31, 2025, 2024 and 2023, these costs were included in selling, general, and administrative expenses in the consolidated statements of operations.

The following table details changes in the restructuring accrual associated with the 2019 Strategic Shift (in thousands):

The following table details changes in the restructuring accrual associated with the 2019 Strategic Shift:

($ in thousands)

Balance at December 31, 2022

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Balance at December 31, 2025

(1) Lease termination costs exclude the $ 7.6 million and $ 4.8 million of gains from the derecognition of the operating lease assets and liabilities relating to the terminated leases as part of the 2019 Strategic Shift for the thirty months ended December 31, 2021 and for the year ended December 31, 2022, respectively.

(1) Other associated costs primarily represent labor, lease and other operating expenses incurred during the post-close wind-down period for the locations related to the 2019 Strategic Shift.

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The activities under the Active Sports Restructuring were substantially completed by December 31, 2023.

Certain lease costs continued to be incurred until the termination of the last remaining significant lease during the year ended December 31, 2024.

The Company does not expect any further costs under the Active Sports Restructuring beyond insignificant lease costs of less than $ 0.8 million per year.

As of December 31, 2025, the total restructuring costs associated with the Active Sports Restructuring were $ 8.5 million.

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● other associated costs of $ 2.2 million.

The following table details the costs incurred associated with the Active Sports Restructuring (in thousands):

The following table details the costs incurred associated with the Active Sports Restructuring:

Year Ended December 31,

($ in thousands)

Active Sports Restructuring costs:

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This reflects termination fees paid or to be paid, net of any gain from derecognition of the related operating lease assets and liabilities.

The Company paid $ 1.5 million lease termination fee for a lease terminated during the year ended December 31, 2024.

The Company paid $ 0.1 million and $ 1.5 million in lease termination fees for leases terminated during the years ended December 31, 2025 and 2024, respectively.

(3) Other associated costs primarily represent labor, lease and other operating expenses incurred during the post-close wind-down period for the Active Sports Restructuring for the periods presented and were included primarily in selling, general, and administrative expenses in the consolidated statements of operations.

The following table details changes in the restructuring accrual associated with the Active Sports Restructuring (in thousands):

The following table details changes in the restructuring accrual associated with the Active Sports Restructuring:

($ in thousands)

Balance at March 31, 2023

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Balance at December 31, 2024

Charged to expense

Paid or otherwise settled

Balance at December 31, 2025

(1) Lease termination costs exclude the $ 0.1 million of gain from the derecognition of the operating lease assets and liabilities relating to the terminated leases as part of the Active Sports Restructuring for the year ended December 31, 2024.

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During the three months ended March 31, 2023, the Company recorded an impairment charge totaling $ 6.6 million related to the Active Sports Restructuring, of which $ 4.5 million related to intangible assets, and $ 2.1 million related to other long-lived asset categories.

During the years ended December 31, 2024, 2023 and 2022, the Company had indicators of impairment of the long-lived assets for certain locations, which were unrelated to the Active Sports Restructuring.

Such indicators primarily included 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.

As a result of updating certain assumptions in the long-lived asset impairment analysis for these locations, the Company determined that the fair value of certain long-lived assets were below their carrying value and were impaired.

During the years ended December 31, 2025, 2024 and 2023, the Company had indicators of impairment of the long-lived assets for certain locations.

Such indicators primarily included decreases in market rental rates or decreases in the market value of real property for closed locations, and the Company’s review of location performance in the normal course of business.

The long-lived asset impairment charges were calculated as the amount that the carrying value of these locations exceeded the estimated fair value, except that individual assets cannot be impaired below their individual fair values when that fair value can be determined without undue cost and effort.

Estimated fair value is typically based on estimated discounted future cash flows, while property appraisals or market rent analyses are utilized for determining the fair value of certain assets related to properties and leases.

The following table details long-lived asset impairment charges by type of long-lived asset and by restructuring activity, all of which relate to the RV and Outdoor Retail segment (in thousands):

The following table details long-lived asset impairment charges by type of long-lived asset and by restructuring activity, all of which relate to the RV and Outdoor Retail segment:

Year Ended December 31,

($ in thousands)

Long-lived asset impairment charges by type of long-lived asset:

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Long-lived asset impairment charges by restructuring activity:

2019 Strategic Shift

Active Sports Restructuring

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Assets Held for Sale and Business Divestiture

As of December 31, 2024, two properties from the RV and Outdoor Retail segment relating to real estate met the criteria to be classified as held for sale.

The following table presents the components of assets held for sale and liabilities related to assets held for sale at December 31, 2024 and 2023 (in thousands):

As of December 31, 2025 and 2024, one and two RV and Outdoor Retail segment properties, respectively, met the criteria to be classified as held for sale.

The following table presents the components of assets held for sale:

($ in thousands)

Assets held for sale:

Property and equipment, net

Liabilities related to assets held for sale:

Current portion of long-term debt

Long-term debt, net of current portion

Additionally, on May 3, 2024, the Company closed on the sale of certain assets of the RV and Outdoor Retail segment’s RV furniture business (“CWDS”) and, in connection with the sale, entered into a supply agreement (“Supplier Agreement”) with the buyer and the sublease of certain properties and equipment to the buyer.

The approximately $ 30.4 million fair value of consideration received from the divestiture were comprised of approximately $ 20.0 million of cash consideration, $ 9.5 million of an intangible asset for the Supplier Agreement, and $ 0.9 million of cash consideration as a holdback to be released by the buyer after one year less any offset for expenditures that were indemnified by the Company.

On May 3, 2024, the Company closed on the sale of certain assets of the RV and Outdoor Retail segment’s RV furniture business (“CWDS”) and, in connection with the sale, entered into a supply agreement (“Supplier Agreement”) with the buyer and the sublease of certain properties and equipment to the buyer.

The approximately $ 30.4 million fair value of consideration received from the divestiture were comprised of

approximately $ 20.0 million of cash consideration, $ 9.5 million of an intangible asset for the Supplier Agreement, and $ 0.9 million of cash consideration as a holdback.

During the year ended December 31, 2025, $ 0.7 million of the holdback was paid to the Company and the remainder of the holdback was offset against warranty costs incurred by the buyer that were indemnified by the Company.

The divested net assets of CWDS were comprised primarily of approximately $ 28.8 million of products, parts, accessories and other inventories, $ 0.9 million of net intangible assets, $ 1.2 million of accounts payable assumed and $ 8.9 million of goodwill allocated from the RV and Outdoor Retail segment based on the relative fair value of CWDS.

This divestiture transaction resulted in a loss of $ 7.1 million and is included in loss (gain) on sale or disposal of assets in the consolidated statements of operations for the year ended December 31, 2024.

This divestiture transaction resulted in a loss of $ 7.1 million and is included in (gain) loss on sale or disposal of assets in the consolidated statements of operations for the year ended December 31, 2024.

The Company believes that it has gained operational efficiencies by exiting the manufacture of RV furniture and focusing its resources on the sourcing and sale of its RV and aftermarket accessory products.

The fair value of the Supplier Agreement intangible asset was estimated as the present value of the estimated benefits that a market participant would receive

under the Supplier Agreement, such as favorable pricing and rebates, over the term of the agreement, which is categorized as a Level 3 measurement.

The fair value of the Supplier Agreement intangible asset was estimated as the present value of the estimated benefits that a market participant would receive under the Supplier Agreement, such as favorable pricing and rebates, over the term of the agreement, which is categorized as a Level 3 measurement, as defined in Note 13 – Fair Value Measurements.

This Supplier Agreement intangible asset is expected to be amortized over the term of the agreement of approximately 10 years .

Additionally, on June 30, 2025, the Company closed on the sale of certain assets of one RV dealership.

The approximately $ 10.3 million fair value of consideration received from the divestiture was comprised of $ 4.4 million of cash consideration and $ 5.9 million paid directly to the Floor Plan Lenders for new vehicles included in the Company’s floor plan.

Included in the $ 4.4 million of cash consideration was $ 1.0 million for a deposit related to a purchase of real estate, which closed on December 22, 2025.

The divested net assets were comprised primarily of approximately $ 6.1 million of inventories, net;

$ 0.1 million of property and equipment, net;

and $ 3.4 million of goodwill allocated from the RV and Outdoor Retail segment based on the relative fair value of the dealership.

This divestiture transaction resulted in a loss of $ 0.3 million and is included in (gain) loss on sale or disposal of assets in the consolidated statements of operations for the year ended December 31, 2025.

In addition to receiving a return for the assets, the sale allowed the Company to avoid significant brand-specific capital improvements which would have been required to support the dealership on an on-going basis.

Property and Equipment, net

Property and equipment consisted of the following at December 31, 2024 and 2023 (in thousands):

Property and equipment consisted of the following:

($ in thousands)

Buildings and improvements

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Goodwill and Intangible Assets

The following is a summary of changes in the Company’s goodwill by business line for the years ended December 31, 2024 and 2023 (in thousands):

The following is a summary of changes in the Company’s goodwill by business line for the years ended December 31, 2025 and 2024:

($ in thousands)

Outdoor Retail

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Balance at December 31, 2023

Divestiture (1)

Balance at December 31, 2024

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(1) See Note 6 ― Assets Held for Sale and Business Divestiture.

In the fourth quarter of 2024 and 2023, the Company performed its annual goodwill impairment test of the RV and Outdoor Retail, the Good Sam Show, Good Sam Media, and GSS Enterprise reporting units by performing a quantitative analysis.

In the fourth quarter of 2025 and 2024, the Company performed its annual goodwill impairment test of the RV and Outdoor Retail, the Good Sam Show, Good Sam Media, GSS Enterprises and Good Sam RA and Tire Rescue reporting units by performing a quantitative analysis.

The RV and Outdoor Retail reporting unit is comprised of the entire RV and Outdoor Retail segment.

The Good Sam Show, GSS Enterprise, Good Sam Media, and Good Sam RA and Tire Rescue reporting units are comprised of a portion of the Good Sam Services and Plans segment.

The Good Sam Show, Good Sam Media, GSS Enterprise, and the Good Sam RA and Tire Rescue reporting units are comprised of a portion of the Good Sam Services and Plans segment.

As of December 31, 2025 and 2024, the Good Sam RA and Tire Rescue reporting unit had allocated goodwill of $ 1.6 million and this reporting unit had a negative carrying value as of the date of these annual goodwill impairment tests.

These annual goodwill impairment tests resulted in the determination that the estimated fair value of these reporting units exceeded their carrying value.

Therefore, no impairment charge was recorded during the years ended December 31, 2025 and 2024.

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.

The Company estimated the fair value of these reporting units using a combination of the guideline public company method under the market approach and the discounted cash flow analysis method under the income approach.

Of the key assumptions to the determination of fair value 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 it is reasonably possible that changes in the estimates underlying those, or other, assumptions could negatively impact the fair value of the RV and Outdoor Retail reporting unit and result in an impairment of goodwill in the near term.

Intangible Assets

Finite-lived intangible assets and related accumulated amortization consisted of the following at December 31, 2024 and 2023 (in thousands):

Finite-lived intangible assets and related accumulated amortization consisted of the following:

December 31, 2025

($ in thousands)

Good Sam Services and Plans:

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December 31, 2024

($ in thousands)

Good Sam Services and Plans:

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Amortization expense related to finite-lived intangibles for the years ended December 31, 2025, 2024, and 2023 was $ 3.6 million, $ 3.6 million and $ 3.8 million, respectively.

The aggregate future five-year amortization of finite-lived intangibles at December 31, 2024, was as follows (in thousands):

The aggregate future five-year amortization of finite-lived intangibles as of December 31, 2025, was as follows:

($ in thousands)

December 31, 2025

Accrued Liabilities

Accrued liabilities consisted of the following at December 31, 2024 and 2023 (in thousands):

Accrued liabilities consisted of the following:

($ in thousands)

Compensation and benefits

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Long-Term Debt

The following reflects outstanding long-term debt as of December 31, 2024 and 2023, (in thousands):

The following reflects outstanding long-term debt:

($ in thousands)

Term Loan Facility (1)

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current portion

(1) Net of $ 9.6 million and $ 12.0 million of original issue discount at December 31, 2024 and 2023, respectively, and $ 3.8 million and $ 4.7 million of finance costs at December 31, 2024 and 2023, respectively.

(2) Net of $ 3.1 million and $ 3.3 million of finance costs at December 31, 2024 and 2023, respectively.

The aggregate future maturities of long-term debt at December 31, 2024, excluding original issue discount of $ 9.6 million and finance costs of $ 6.9 million , were as follows (in thousands):

(1) Net of $ 7.0 million and $ 9.6 million of original issue discount as of December 31, 2025 and 2024, respectively, and $ 2.6 million and $ 3.8 million of finance costs as of December 31, 2025 and 2024, respectively.

(2) Net of $ 2.0 million and $ 3.1 million of finance costs as of December 31, 2025 and 2024, respectively.

The aggregate future maturities of long-term debt as of December 31, 2025, excluding original issue discount of $ 7.0 million and finance costs of $ 4.6 million , were as follows:

($ in thousands)

December 31, 2025

Long-term debt instruments

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No additional excess cash flow payment was required relating to 2025 or 2024.

However, in addition to the regularly scheduled quarterly principal payments, the Company made voluntary principal payments on the Term Loan Facility of $ 16.5 million in July 2025 and $ 17.2 million in February 2026.

The Term Loan Facility matures in June 2028.

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however, a maximum of $ 25.0 million may be allocated to such letters of credit.

The Revolving Credit Facility matures at the earlier of (i) ninety-one days prior to the maturity date of the Floor Plan Facility (September 30, 2026 as of December 31, 2024 and amended in February 2025 to a maturity date of at least March 5, 2028 as detailed in Note 4 — Inventories and Floor Plan Payables) or (ii) March 3, 2028.

The following table details the outstanding amounts and available borrowings under the Senior Secured Credit Facilities as of (in thousands):

The Revolving Credit Facility matures at the earlier of (i) ninety-one days prior to the maturity date of the Floor Plan Facility (the Floor Plan Facility currently has a maturity date of March 5, 2028 as detailed in Note 4 — Inventories and Floor Plan Payables) or (ii) March 3, 2028.

The following table details the outstanding amounts and available borrowings under the Senior Secured Credit Facilities as of:

($ in thousands)

Senior Secured Credit Facilities:

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Additionally, management has determined that the Senior Secured Credit Facilities include subjective acceleration clauses, which could impact debt classification.

Management believes that no events have occurred at December 31, 2024 that would trigger a subjective acceleration clause.

Management believes that no events have occurred as of December 31, 2025 that would trigger a subjective acceleration clause.

The Credit Agreement requires the Borrower and its subsidiaries to comply on a quarterly basis with a maximum Total Net Leverage Ratio (as defined in the Credit Agreement), which covenant is in effect only if, as of the end of each calendar quarter, the aggregate amount of borrowings under the revolving credit facility, letters of credit and unreimbursed letter of credit disbursements outstanding at such time is greater than 35 % of the total commitment on the Revolving Credit Facility (excluding (i) up to $ 15.0 million attributable to any outstanding undrawn letters of credit and (ii) any cash collateralized or backstopped letters of credit), as defined in the Credit Agreement.

As of December 31, 2025, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 35 % threshold, however the Company’s borrowing capacity was reduced by $ 37.3 million in light of this covenant.

The Company was in compliance with all applicable financial debt covenants at December 31, 2024 and 2023.

The Company was in compliance with all applicable financial debt covenants as of December 31, 2025 and 2024.

Real Estate Facilities

As of December 31, 2024 and 2023, subsidiaries of FRHP Lincolnshire, LLC (“FRHP”), an indirect wholly-owned subsidiary of CWGS, LLC, were party to a credit agreement with a syndication of banks for a real estate credit facility (as amended from time to time, the “M&T Real Estate Facility”) with aggregate maximum principal capacity of $ 300.0 million (an increase from $ 250.0 million through an amendment entered into in August 2024) with an option that allows FRHP to request an additional $ 100.0 million of principal capacity.

As of December 31, 2025 and 2024, subsidiaries of FRHP Lincolnshire, LLC (“FRHP”), an indirect wholly-owned subsidiary of CWGS, LLC, were party to a credit agreement with a syndication of banks for a real estate credit facility (as amended from time to time, the “M&T Real Estate Facility”) with aggregate maximum principal capacity of $ 300.0 million with an option that allows FRHP to request an additional $ 100.0 million of principal capacity.

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

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All obligations under the M&T Real Estate Facility and the guarantees of those obligations, are secured, subject to certain exceptions, by the mortgaged real property assets.

During the years ended December 31, 2024 and 2023, FRHP borrowed an additional $ 55.6 million and $ 59.2 million under the M&T Real Estate Facility, respectively.

During the year ended December 31, 2024, FRHP borrowed an additional $ 55.6 million under the M&T Real Estate Facility, and none during the year ended December 31, 2025.

During the year ended December 31, 2025, FRHP repaid $ 8.3 million of the M&T Real Estate Facility to pay off the remaining principal balances relating to three properties.

During the year ended December 31, 2024, FRHP repaid $ 46.5 million of the M&T Real Estate Facility to pay off the remaining principal balances relating to eight properties.

On December 31, 2025, FRHP closed on the $ 45.2 million sale of real property;

however, net proceeds of $ 15.1 million and the principal payments of $ 30.1 million on the related M&T Real Estate Facility were not distributed through escrow until January 2, 2026 (see Note 3 — Accounts Receivable).

In November 2018, September 2021, and December 2021, Camping World Property, Inc.

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The First CIBC Real Estate Facility matures in October 2028.

The following table shows a summary of the outstanding balances, remaining available borrowings, and weighted average interest rate under the Real Estate Facilities at December 31, 2024:

The following table shows a summary of the outstanding balances, remaining available borrowings, and weighted average interest rate under the Real Estate Facilities:

As of December 31, 2025

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Management has determined that the credit agreements governing the Real Estate Facilities include subjective acceleration clauses, which could impact debt classification.

Management believes that no events have occurred at December 31, 2024 that would trigger a subjective acceleration clause.

Management believes that no events have occurred as of December 31, 2025 that would trigger a subjective acceleration clause.

Additionally, the Real Estate Facilities are subject to certain cross default provisions, a debt service coverage ratio, and other customary covenants.

The Company was in compliance with all financial debt covenants at December 31, 2024 and 2023.

The Company was in compliance with all financial debt covenants as of December 31, 2025 and 2024.

Other Long-Term Debt

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The Company also leases billboards and certain of its equipment.

The related operating lease assets and finance lease assets are included in the operating lease assets and property and equipment, respectively, in the accompanying consolidated balance sheets.

The related operating lease assets and finance lease assets are included in the operating lease assets and property and equipment, net, respectively, in the accompanying consolidated balance sheets.

As of December 31, 2025 and 2024, finance lease assets of $ 113.7 million and $ 120.0 million, respectively, were included in property and equipment, net in the accompanying consolidated balance sheets.

The following table presents certain information related to the costs for leases where the Company is the lessee (in thousands):

The following table presents certain information related to the costs for leases where the Company is the lessee:

Year Ended December 31,

($ in thousands)

Operating lease cost

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Net lease costs

The following table presents supplemental cash flow information related to leases (in thousands):

The following table presents supplemental cash flow information related to leases:

Year Ended December 31,

($ in thousands)

Cash paid for amounts included in the measurement of lease liabilities:

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The following table presents other information related to leases:

As of December 31,

Weighted average remaining lease term:

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Financing leases

The following reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the lease liabilities in the accompanying consolidated balance sheet as of December 31, 2024 (in thousands):

($ in thousands)

Total lease payments

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Noncurrent lease obligations

Sale-Leaseback Arrangement Recorded as Financing Transaction

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

Concurrent with the sale of these properties, the Company entered into three separate twenty-year lease agreements, whereby the Company agreed to 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.

The Company recorded a liability for the amount received, will continue to depreciate the non-land portion of the assets, and has 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 sheets as of December 31, 2024 and 2023.

Sale-Leaseback Arrangements

During the years ended December 31, 2025 and 2024, the Company 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 twelve months ended December 31, 2025 and December 31, 2024, respectively, that was included in (gain) loss on sale or disposal of assets in the consolidated statements of income.

In 2025, the Company entered into 17 -year lease agreements as the lessee with each buyer for five of the properties, and a 19 -year lease agreement as the lessee with the buyer for nine of the properties.

In 2024, the Company entered into 20 -year lease agreements

as the lessee with each buyer for two properties and a 17 -year lease agreement as the lessee with the buyer for one of the properties.

CWH is organized as a Subchapter C corporation (“C-Corp”) and, as of December 31, 2025, is a 61.4 % owner of CWGS, LLC (see Note 19 — Stockholders’ Equity and Note 20 — Non-Controlling Interests).

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federal entity-level income taxes.

However, certain active CWGS, LLC subsidiaries, including Americas Road and Travel Club, Inc., Camping World, Inc.

However, certain active CWGS, LLC subsidiaries, including CWFR Capital, LLC, Americas Road and Travel Club, Inc., Camping World, Inc.

(“CW”) prior to the LLC Conversion (defined below), and FreedomRoads RV, Inc.

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Income Tax Expense

The components of the Company’s income tax (benefit) expense from operations for the years ended December 31, 2024, 2023 and 2022 consisted of (in thousands):

Income tax (benefit) expense

A reconciliation of income tax (benefit) expense from operations to the federal statutory rate for the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands):

The components of the Company’s income tax expense (benefit) from operations consisted of:

Year Ended December 31,

($ in thousands)

Income tax expense (benefit)

A reconciliation of income tax expense (benefit) from operations to the federal statutory rate for were as follows:

Year Ended December 31, 2025

($ in thousands)

Pre-tax book income

U.S federal statutory tax rate

State and local income tax items (1)

Changes in valuation allowances

Nontaxable or nondeductible items:

Accrual to return

Income taxes computed at the effective federal statutory rate for pass-through entities not subject to tax for the Company

Other nondeductible expenses

Changes in unrecognized tax benefits

Other adjustments

Income tax expense

(1) The majority of the tax effect of this category (greater than 50 percent) is made up of state taxes from the following jurisdictions:

California, Florida, Illinois, Minnesota, New York, Oregon, Pennsylvania, and Virginia.

Year Ended December 31,

($ in thousands)

Income taxes computed at federal statutory rate (1)

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Uncertain Tax Positions

Income tax (benefit) expense

(1) Federal and state income tax includes $ 0.6 million and $ 0.1 million of income tax expense relating to the revaluation in the Tax Receivable Agreement liability due to fluctuations in state income tax rates for 2023, and 2022, respectively.

Income tax benefit

(1) Federal and state income tax includes $ 0.6 million of income tax expense relating to the revaluation in the Tax Receivable Agreement liability due to fluctuations in state income tax rates for 2023.

There were no changes to the Tax Receivable Agreement liability due to fluctuations in state tax rate for the year ended December 31, 2024.

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(3) For 2023, these amounts represent a reduction of $ 81.7 million to CWH’s outside basis deferred tax assets as a result of the LLC Conversion and $ 4.1 million related to the entity classification election, which was filed in the third quarter of 2023 with an effective date of January 2, 2023 (defined and discussed below).

For 2022, these amounts represent the tax impact of the LLC Conversion, which is comprised of a $ 209.4 million adjustment to CW’s deferred tax assets inclusive of tax operating losses, net of a $ 0.6 million reduction to CWH’s outside basis deferred tax asset.

(4) For 2024, the decrease in valuation allowance was primarily related to utilization of a portion of the capital loss carryforward.

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Additionally, valuation allowance decreased by $ 52.5 million as a result of the LLC Conversion and its impact on realization of the CWH’s outside basis deferred tax asset and decreased by $ 15.3 million for activities not related to the LLC Conversion.

For 2022, these amounts include a $ 180.4 million decrease in valuation allowance associated with the LLC Conversion, partially offset by $ 16.8 million of increases to the valuation allowance for activity not related to the LLC conversion, which is primarily

resulting from losses of CW for which no benefit is recognized for the U.S.

federal and non-unitary states.

Additionally, the valuation allowance increased by $ 12.5 million associated with CWH’s outside basis deferred tax asset in CWGS, LLC.

LLC Conversion

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For the year ended December 31, 2023, the Company recorded an additional tax benefit of $ 2.0 million related to the LLC Conversion.

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

The LLC Conversion resulted in additional income tax expense in the year ended December 31, 2022 of $ 28.4 million, which was comprised of $ 208.8 million of gross deferred tax assets written off, partially offset by the release of $ 180.4 million of valuation allowance (see table above for reconciliation of income tax expense from operations to the federal statutory rate).

Additionally, the Company recorded an income tax benefit of $ 4.1 million related

to an entity classification election that was filed in the third quarter of 2023 with a January 2, 2023 effective date.

Deferred Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss and tax credit carryforwards.

Significant items comprising the net deferred tax assets at December 31, 2024 and 2023 were (in thousands):

Significant items comprising the net deferred tax assets were:

($ in thousands)

Deferred tax liabilities

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Net deferred tax assets

(1) This amount is the deferred tax asset the Company recognizes for its book to tax basis difference in its investment in CWGS, LLC.

The Company evaluates its deferred tax assets on a quarterly basis to determine if they can be realized and establishes valuation allowances when it is not more likely than not that all or a portion of the deferred tax

assets can be realized.

At December 31, 2024 and 2023, the Company recorded a valuation allowance on the Outside Basis Deferred Tax Asset and the capital loss carryforward that are not more likely than not to be realized.

(1) This amount is the deferred tax asset the Company recognizes for its book to tax outside basis difference in its investment in CWGS, LLC.

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 CWH net deferred tax assets 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.

Accordingly, the Company recorded a $ 182.8 million valuation allowance on its CWH net deferred tax assets during the year ended December 31, 2025.

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 the amount calculated related to the remaining Tax Receivable Agreement Liability not probable.

As a result, management reversed $ 149.0 million of the Tax Receivable Agreement liability and reduced the related deferred tax asset by $ 37.3 million, which were recorded to Tax Receivable Agreement liability adjustment and income tax (expense) benefit, respectively, in the consolidated statements of operations for the year ended December 31, 2025.

As of December 31, 2024, the Company recorded a valuation allowance on the Outside Basis Deferred Tax Asset and the capital loss carryforward that are not more likely than not to be realized.

The capital loss has a five-year carryforward period.

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Accordingly, the tax effect of 2023 conversion loss was zero .

At December 31, 2024, the Company accumulated $ 11.4 million of federal net operating losses which can be carried forward indefinitely and $ 5.5 million of state net operating losses which will begin to expire in 2028.

At December 31, 2024, the Company had federal general business credit carryforwards of $ 0.5 million that can be carried forward through 2044.

As of December 31, 2025, the Company accumulated $ 22.2 million of federal net operating losses which can be carried forward indefinitely and $ 7.4 million of state net operating losses which will begin to expire in 2028.

As of December 31, 2025, the Company had federal general business credit carryforwards of $ 1.0 million that can be carried forward through 2045.

Tax Legislation

On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was signed into law.

One of the provisions of the TCJA was to amend Section 163(j) of the Internal Revenue Code, which, beginning for tax years after December 31, 2021, limits the amount of net interest expense that can be deducted by a percentage of adjusted taxable income.

For the years ended December 31, 2024 and 2023, the reduction in earnings along with an increase in interest expense resulted in excess business interest expense of $ 110.7 million and $ 42.6 million, respectively, at CWGS, LLC.

Additionally, this limitation on net interest expense deductibility applied to the calculation of tax distributions to common unit holders of CWGS, LLC, including CWH, under the CWGS LLC Agreement in 2023, which increased the tax distributions required to be paid.

During the years ended December 31, 2024 and 2023, the Company recorded an income tax benefit of $ 15.6 million and $ 5.6 million, respectively, related to its business interest expense carryforward.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law.

The IRA contains several revisions to the Internal Revenue Code, including a 15% corporate minimum income tax and a 1% excise tax on corporate stock repurchases in tax years beginning after December 31, 2022 with certain exclusions for (a) repurchased shares for withholding taxes on vested restricted stock units (“RSUs”) and (b) treasury shares reissued in the same tax year for settlement of stock option exercises or vesting of RSUs.

While these tax law changes have no immediate effect and are not expected to have a material adverse effect on our results of operations going forward, the Company will continue to evaluate its impact as further information becomes available.

On July 4, 2025, H.R.1, the legislation commonly referred to as One Big Beautiful Tax Act (“OBBBA”) was enacted into law, bringing significant amendments to the U.S.

This legislation extends and modifies provisions from the 2017 Tax Cuts and Jobs Act (“TCJA”) and introduced new tax measures that impacted businesses and individuals.

One of the notable legislative changes modified the definition of a “motor vehicle” to include trailers or campers which are designed to provide temporary living quarters for recreational, camping, or seasonal use and is designed to be towed by, or affixed to, a motor vehicle.

This change allowed the Company to deduct all floor plan interest expense for the year ended December 31, 2025.

The OBBBA also makes permanent the computation of the adjusted taxable income without regard to depreciation, amortization, or depletion, which increases the amount of the Company’s deductible interest.

While we expect certain provisions of the OBBBA to change the timing of certain tax payments related to the current and future periods, we do not expect the legislation to have a material impact on our consolidated financial statements.

Uncertain Tax Positions

As of December 31, 2024 and 2023, the balance of the Company’s uncertain tax positions was $ 3.0 million and $ 3.3 million, respectively.

The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next 12 months.

As of December 31, 2025 and 2024, the balance of the Company’s uncertain tax positions was $ 3.0 million.

Tax Receivable Agreement

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in exchange for Class A common stock in connection with the consummation of the IPO and the related transactions and any future redemptions that are funded by the Company and any future redemptions of common units by Continuing Equity Owners as described above and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement.

The above payments are predicated on CWGS, LLC making an election under Section 754 of the Internal Revenue Code effective for each tax year in which a

redemption of common units for cash or stock occur.

The above payments are predicated on CWGS, LLC making an election under Section 754 of the Internal Revenue Code effective for each tax year in which a redemption of common units for cash or stock occur.

These tax benefit payments are not conditioned upon one or more of the Continuing Equity Owners or Crestview Partners II GP, L.P.

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In general, the Continuing Equity Owners’ or Crestview Partners II GP, L.P.’s rights under the Tax Receivable Agreement are assignable, including to transferees of its common units in CWGS, LLC (other than the Company as transferee pursuant to a redemption of common units in CWGS, LLC).

The Company expects to benefit from the remaining 15 % of the tax benefits, if any, which may be realized.

During the twelve months ended December 31, 2024 and 2023, 149,143 and 2,000,000 common units in CWGS, LLC, respectively, were redeemed for Class A common stock subject to the provisions of the Tax Receivable Agreement.

The Company recognized a liability for the Tax Receivable Agreement payments due to those parties that redeemed common units, representing 85 % of the aggregate tax benefits the Company expects to realize from the tax basis increases related to the redemption, after concluding it was probable that the Tax Receivable Agreement payments would be paid based on estimates of future taxable income.

During the year ended December 31, 2024 and 2023, the Tax Receivable Agreement liability increased $ 0.9 million and $ 5.6 million, respectively, as a result of common unit redemptions.

As of December 31, 2024, and December 31, 2023, the amount of Tax Receivable Agreement payments due under the Tax Receivable Agreement was $ 150.4 million and $ 162.8 million, respectively, of which $ 13.4 million of the December 31, 2023 balance was paid during the year ended December 31, 2024.

The Company does not expect a cash tax reduction for tax benefits subject to the Tax Receivable Agreement during the year ended December 31, 2024 and, therefore, does not expect a payment under the Tax Receivable Agreement to be made during the year ending December 31, 2025.

The Company has determined it is more likely than not it will not benefit from the entirety of the remaining 15 % of the tax benefits, and has remeasured the liability under the Tax Receivable Agreement.

The Company has recorded a $ 149.0 million gain on the reduction in the associated liability, as described above.

As of December 31, 2025, the remaining Tax Receivable Agreement liability after this adjustment was $ 1.4 million, which is expected to be paid during 2026.

As of December 31, 2024, the Tax Receivable Agreement liability was $ 150.4 million.

During the years ended December 31, 2025 and 2024, no payments and $ 13.4 million of payments, respectively, were made under the Tax Receivable Agreement.

If utilization of the deferred tax assets subject to the Tax Receivable Agreement becomes more likely than not in the future, the Company expects to record additional liability related to the Tax Receivable

Agreement which will be recognized as an expense and recorded to Tax Receivable Agreement liability adjustment in the consolidated statements of operations.

Income Tax Audits

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During the year ended December 31, 2024, the Company was notified by the state of New York that its 2021 and 2022 state income tax returns were under examination.

The Company finalized its 2020 and 2021 California income tax audits with no adjustments.

The Company is not under any other material audits in any jurisdiction.

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Acquisition-related contingent consideration (2)

(1) Derived participation investment was included in other assets in the accompanying consolidated balance sheets.

(2) The $ 0.2 million currently and $ 0.2 million non-current portions of acquisition-related contingent consideration were included in accrued liabilities and other long-term liabilities, respectively, in the accompanying balance sheets.

(1) Derived participation investment was included in other assets in the accompanying consolidated balance sheets as of December 31, 2025 and 2024.

(2) The $ 0.2 million current and $ 0.2 million non-current portions of acquisition-related contingent consideration were included in accrued liabilities and other long-term liabilities, respectively, in the accompanying balance sheets as of December 31, 2024.

The following table presents fair value measurements using significant unobservable inputs (Level 3):

Year Ended December 31, 2024

($ in thousands)

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Acquisition-Related Contingent Consideration

Beginning balance

Beginning balance as of January 1, 2024

Business combinations

Gains included in earnings

Ending balance

Ending balance as of December 31, 2024

In transit exchanges for new securities (1)

Gains included in earnings (2)

Ending balance as of December 31, 2025

(1) Securitization proceeds held by issuer to be exchanged for new investment.

(2) Gains related to the derived participation investment represent an increase in the asset.

Gains related to the acquisition-related contingent consideration represent a decrease in the liability.

Derived Participation Investment

The Company has entered into an arrangement with a consumer financing partner to invest in a participation interest in the cash flows of certain financing transactions under the white label financing program with such consumer financing partner.

The fair value of this investment was estimated by discounting the projected cash flows subject to the participation interest.

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This is categorized as a Level 3 measurement and there was no significant change in unrealized gains or losses during the year ended December 31, 2025.

Additionally, during the year ended December 31, 2025, the Company paid $ 7.5 million for an investment in a preferred interest of this consumer financing partner, which operates a captive-as-a-service business specializing in financing for RVs and powersports.

Since this investment does not have a readily determinable fair value, it will be recorded at its cost less impairments, if any.

Contingent Consideration

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The assumptions in the analysis included the Company’s assessment of the probability that the milestones will be reached and a discount rate based primarily on the Company’s credit risk and its ability to pay.

This is categorized as a Level 3 measurement and there was no significant change in unrealized gains or losses during the year ended December 31, 2024.

This was categorized as a Level 3 measurement and there were no significant change in unrealized gains or losses during the year ended December 31, 2024.

Based on milestones reached, the first milestone payment was determined to be $ 0.1 million and was paid in October 2025.

The milestones relating to the second milestone payment cannot be reached and will not result in any further milestone payments.

Other Fair Value Disclosures

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The following table presents the reported carrying value and fair value information for the Company’s debt instruments.

The fair values shown below for the Term Loan Facility, as applicable, are based on quoted prices in the inactive market for identical assets (Level 2) and the fair values shown below for the Floor Plan Facility, the Revolving Line of Credit, the Real Estate Facilities and the Other Long-Term Debt are estimated by discounting the future contractual cash flows at the current market interest rate that is available based on similar financial instruments.

The fair values shown below for the Term Loan Facility, as applicable, are based on quoted prices in the inactive market for identical assets (Level 2) and the fair values shown below for the Floor Plan Facility, the Real Estate Facilities and the Other Long-Term Debt are estimated by discounting the future contractual cash flows at the current market interest rate that is available based on similar financial instruments.

December 31, 2025

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Term Loan Facility

Floor Plan Facility Revolving Line of Credit

Real Estate Facilities

Other Long-Term Debt

(1) The carrying value of Real Estate Facilities at December 31, 2023 includes the $ 17.3 million reported as liabilities related to assets held for sale in the consolidated balance sheet.

Commitments and Contingencies

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Current sponsorship agreements run through 2030.

The sponsorship and brand licensing agreements consist of annual fees payable in the aggregate of $ 2.6 million in 2025, $ 1.8 million in 2026, $ 0.4 million in 2027, and $ 0.4 million in 2028, which are recognized to expense over the expected benefit period.

The sponsorship and brand licensing agreements consist of annual fees payable in aggregate of $ 4.3 million in 2026, $ 2.2 million in 2027, $ 1.0 million in 2028, $ 0.9 million in 2029 and $ 0.9 million in 2030, which are recognized to expense over the expected benefit period.

The Company enters into subscription agreements from time to time.

Currently there are subscription agreements for future software services consisting of annual fees payable as follows:

$ 26.0 million in 2025, $ 20.9 million in 2026, $ 12.7 million in 2027, $ 3.0 million in 2028, and $ 1.2 million in 2029.

$ 28.6 million in 2026, $ 20.6 million in 2027, $ 4.3 million in 2028, $ 2.6 million in 2029, $ 2.4 million in 2030, and $ 4.1 million thereafter.

Expense is recognized ratably over the term of the agreement.

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The Company self-insures and establishes reserves for the retention on workers’ compensation insurance, general liability, automobile liability, and employee health claims.

The self-insured claims liability was approximately $ 34.7 million and $ 29.4 million at December 31, 2024 and 2023, respectively.

The self-insured claims liability was approximately $ 35.4 million and $ 34.7 million as of December 31, 2025 and 2024, respectively.

The determination of such claims and expenses and the appropriateness of the related liability are continually reviewed and updated.

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As of December 31, 2025 and December 31, 2024, these letters of credit were $ 20.3 million and $ 19.2 million, respectively.

This includes $ 14.3 million and $ 12.3 million for December 31, 2024 and December 31, 2023, respectively, issued under the Floor Plan Facility (see Note 4 —

Inventories and Floor Plan Payables), and the balance issued under the Company’s Senior Secured Credit Facilities (see Note 10 — Long-Term Debt).

This includes $ 15.4 million and $ 14.3 million for December 31, 2025 and December 31, 2024, respectively, issued under the Floor Plan Facility (see Note 4 — Inventories and Floor Plan Payables), and the balance issued under the Company’s Senior Secured Credit Facilities (see Note 10 — Long-Term Debt).

Weissmann Complaint

On June 22, 2021, FreedomRoads Holding Company, LLC (“FR Holdco”), an indirect wholly-owned subsidiary of CWGS, LLC, filed a one -count complaint captioned FreedomRoads Holding Company, LLC v.

Steve Weissmann in the Circuit Court of Cook County, Illinois against Steve Weissmann (“Weissmann”) for breach of contractual obligation under note guarantee (the “Note”) (the “Weissmann Complaint”).

Steve Weissmann in the Circuit Court of Cook County, Illinois against Steve Weissmann (“Weissmann”) for

breach of contractual obligation under note guarantee (the “Note”) (the “Weissmann Complaint”).

On October 8, 2021, Weissmann brought a counterclaim against FR Holdco and third-party defendants Marcus A.

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On January 16, 2025, Superior Court for the State of California, County of Los Angeles granted the Petition to Confirm Arbitration Award and denied the Petition to Vacate Arbitration Award, concluding the litigation.

On July 8, 2025, Superior Court for the State of California, County of Los Angeles entered the Judgment in favor of FR Holdco, CW, Marcus A.

Lemonis, NBCUniversal, and Machete.

On August 21, 2025, Weissmann and Tumbleweed filed a notice of appeal.

On November 25, 2025, Weissmann and Tumbleweed filed their opening brief in the Second Appellate District of the Court of Appeal of the State of California.

FR Holdco, CW, Marcus Lemonis, NBCUniversal, and Machete filed their response brief on February 20, 2026.

There can be no assurances that we will be able to collect amounts owed pursuant to the Arbitration Award.

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and (xiii) declaratory judgment.

On April 21, 2022, the Court granted a motion to compel arbitration

filed by NBCUniversal and joined by all defendants, including FR Holdco, CW, and Marcus A.

On April 21, 2022, the Court granted a motion to compel arbitration filed by NBCUniversal and joined by all defendants, including FR Holdco, CW, and Marcus A.

Lemonis, compelling Tumbleweed’s claims to arbitration.

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Lemonis filed responses and affirmative defenses on May 31, 2022.

On July 20, 2022, pursuant to the JAMS streamlined arbitration rules, the Tumbleweed Complaint was consolidated together with the Weissmann Complaint.

On July 20, 2022, pursuant to the JAMS streamlined arbitration rules,

the Tumbleweed Complaint was consolidated together with the Weissmann Complaint.

The parties have exchanged discovery.

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On July 8, 2025, Superior Court for the State of California, County of Los Angeles entered the Judgment in favor of FR Holdco, CW, Marcus A.

Lemonis, NBCUniversal, and Machete.

On August 21, 2025, Weissmann and Tumbleweed filed a notice of appeal.

On November 25, 2025, Weissmann and Tumbleweed filed their opening brief in the Second Appellate District of the Court of Appeal of the State of California.

FR Holdco, CW, Marcus Lemonis, NBCUniversal, and Machete filed their response brief on February 20, 2026.

There can be no assurances that we will be able to collect amounts owed pursuant to the Arbitration Award.

Precise Complaint

On May 3, 2022, Lynn E.

Feldman, Esquire, in her capacity as the Chapter 7 Trustee (the “Trustee”) for the Estate of Precise Graphix, LLC (the “Precise Estate”) filed a complaint against NBCUniversal Media, LLC, Machete Corporation, and CW in which the Trustee alleges claims on behalf of the Precise Estate in connection with its appearance on The Profit and subsequent commercial relationship with CW (the “Precise Complaint”), seeking primarily monetary damages from CW.

The Trustee alleges the following claims against defendants, including CW:

(ii) false promise;

(iii) breach of fiduciary duty;

(iv) breach of contract;

(v) breach of oral contract;

(vi) fraud in the inducement;

(vii) negligent misrepresentation;

(viii) fraudulent concealment;

(ix) conspiracy;

(x) unlawful business practices in violation of California Business and Professions Code §17200;

(xi) aiding and abetting;

(xii) breach of fiduciary duty;

and (xiii) declaratory judgment.

The Trustee did not serve the Precise Complaint on CW.

On July 3, 2022, the Precise Estate filed its arbitration demand against CW, NBCUniversal, and Machete alleging substantially similar claims as the Precise Complaint.

On April 4, 2023, the Precise Estate’s arbitration demand was tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing.

On May 31, 2023, the Arbitration was concluded and an award was entered by the Arbitrator against the Precise Estate in the amount of $ 7.1 million (the “Final Award”), of which CW would be entitled to $ 3.7 million.

On June 13, 2023, the Trustee filed a notice of appeal of the Final Award with JAMS.

On June 29, 2023, CW advanced the Trustee’s portion of the fee required by JAMS to advance the appeal.

On July 5, 2023, CW filed an application in the United States Bankruptcy Court for the Eastern District of Pennsylvania (the “USBC”) seeking an order, inter alia, allowing the JAMS fee as an administrative expense of the Precise Estate.

On July 14, 2023, the Trustee and respondents, including CW, filed a stipulation and agreed order (the “Stipulation”) as follows:

(1) upon approval and entry of the Stipulation, CW’s claim for $ 3,500 shall be allowed and reimbursed;

(2) the Trustee will notify JAMS that she is irrevocably withdrawing and ending her pending appeal of the Final Award;

and (3) the Trustee will not dispute the amount of the Final Award.

On July 17, 2023, the USBC entered the Stipulation as an order, which became final upon the expiration of the ten ( 10 ) day appeal period.

Precise withdrew its appeal and on August 14, 2023 JAMS closed the arbitration.

On September 25, 2023, the Superior Court of the State of California, upon motion by defendants, confirmed the arbitration award.

On October 6, 2023, defendants filed an application in the matter of In re:

Precise Graphix, LLC, pending in the United States Bankruptcy Court for the Eastern District of Pennsylvania (the “Bankruptcy Court”) seeking to have the fee award deemed an administrative expense in the Precise Estate.

On April 4, 2024, the Trustee, CW, and the Precise Estate entered into a settlement agreement which provides for, among other things, an allowed claim against the Precise

Estate in favor of CW in the amount of $ 3.7 million, a portion of which is payable upon the entry of a final order of the Bankruptcy Estate approving the settlement agreement and mutual releases from the parties (the “Settlement Agreement”).

On May 7, 2024, the Bankruptcy Court approved the Settlement Agreement.

There can be no assurances that we will be able to collect amounts owed pursuant to the Settlement Agreement.

From time to time, the Company is involved in litigation arising in the normal course of business operations.

While the outcome of litigation cannot be predicted with certainty, and some lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any pending matters is likely to have a material adverse effect on the Company’s financial statements.

The Company records a liability in its consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated.

The Company reviews these estimates each accounting period as additional information is known and adjusts the loss provision when appropriate.

If a matter is both probable to result in a liability and the amounts of loss can be reasonably estimated, the Company estimates and discloses the possible loss or range of loss to the extent necessary to make the consolidated financial statements not misleading.

If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in its consolidated financial statements.

From time to time, the Company is involved in litigation arising in the normal course of business operations including, but not limited to, labor (including federal and state minimum wage and overtime requirements), advertising, real estate, promotions, quality of services, intellectual property, tax, import and export, anti-corruption, anti-competition, environmental, health and safety matters.

While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial statements.

No assurance can be made that these or similar suits will not result in a material financial exposure in excess of insurance coverage, which could have a material adverse effect upon the Company’s financial condition and results of operations.

Supplier Agreement

In connection with the divestiture of CWDS, the Company entered into a Supplier Agreement with the buyer that requires the Company to purchase an aggregate $ 250.0 million of product over the approximately 10-year term of the Supplier Agreement.

See Note 6 — Assets Held for Sale and Business Divestiture for a discussion of the divestiture of CWDS.

In the normal course of business, the Company will enter into agreements with its suppliers.

In connection with the divestiture of CWDS in May 2024, the Company entered into a Supplier Agreement with the buyer that requires the Company to purchase an aggregate $ 250.0 million of product over the approximately 10-year term of the Supplier Agreement.

Any shortfall under this aggregate purchase threshold results in an extension of the term of the Supplier Agreement and does not otherwise result in financial penalties.

See Note 6 — Assets Held for Sale and Business Divestitures for a discussion of the divestiture of CWDS.

Employment Agreements

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The agreements include, among other things, an annual bonus based on certain performance-based criteria and certain severance benefits in the event of a qualifying termination.

On December 2, 2025, Marcus A.

Lemonis informed the Board that he would retire as Chief Executive Officer, Chairman of the Board and as a member of the Board, effective December 31, 2025.

Following his retirement from his role as Chief Executive Officer and Chairman of the Board, Mr.

Lemonis will continue to be employed with the Company in the non-executive role of Co-Founder and Special Advisor through December 31, 2026.

In connection with Mr.

Lemonis’ transition to the role of Co-Founder and Special Advisor, on

December 2, 2025, the Board approved a second amended and restated employment agreement with Mr.

Lemonis (the “Lemonis Second Employment Agreement”), which superseded and replaced his prior employment agreement effective as of January 1, 2026 (“Lemonis First Employment Agreement”).

The Company deemed the 2026 service conditions relating to the Lemonis Second Employment Agreement to be nonsubstantive for accounting purposes, so the Company 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.

See Note 21 — Stock-Based Compensation Plans for details on Mr.

Lemonis’ stock-based compensation and other compensation that may be settled in shares.

Financial Assurances

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Transactions with Directors, Equity Holders and Executive Officers

FR leases various RV dealership locations from managers and officers.

During 2023 and 2022, the related party lease expense for these locations were $ 3.4 million and $ 3.4 million, respectively.

For the year ended December 31, 2024 there was no related party lease expense.

FR leased various RV dealership locations from managers and officers.

During 2023 the related party lease expense for these locations was $ 3.4 million.

For the years ended December 31, 2024 and 2025, there was no related party lease expense.

In January 2012, FR entered into a lease for what is now its previous corporate headquarters in Lincolnshire, Illinois, which was amended as of March 2013, November 2019, October 2020, and October 2021 (the “Lincolnshire Lease”).

This lease expired in March 2024.

For the years ended December 31, 2024, 2023, and 2022, rental payments for the Lincolnshire Lease, including common area maintenance charges, were $ 0.2 million, $ 0.9 million, and $ 0.9 million, respectively.

The Company’s Chairman and Chief Executive Officer had personally guaranteed the Lincolnshire Lease.

In October 2022, the Company purchased a property to be used as office space in Lincolnshire, Illinois, for $ 4.5 million from the Company’s Chairman and Chief Executive Officer.

For the years ended December 31, 2024, and 2023, rental payments for the Lincolnshire Lease, including common area maintenance charges, were $ 0.2 million, and $ 0.9 million, respectively, and there were no payments for the year ended December 31, 2025.

The Company’s former Chairman and Chief Executive Officer had personally guaranteed the Lincolnshire Lease.

In October 2022, the Company purchased a property to be used as office space in Lincolnshire, Illinois, for $ 4.5 million from the Company’s former Chairman and Chief Executive Officer.

This office space became the Company’s corporate headquarters in February 2024.

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The Company paid Adams Outdoor Advertising, Inc., an entity for which Andris A.

Baltins serves as a member of its Board of Directors, $ 0.1 million for both of the years ended December 31, 2024 and December 31, 2023 for advertising services.

Baltins served as a member of its Board of Directors, $ 0.1 million for each of the years ended December 31, 2024 and 2023 for advertising services.

Adams Outdoor Advertising, Inc.

was not a related party for the year ended December 31, 2025.

The Company paid Kaplan, Strangis and Kaplan, P.A., of which Andris A.

Baltins is a member, and a member of the Company’s Board of Directors $ 0.1 million and $ 0.2 million for the years ended December 31, 2023, and 2022, respectively, for legal services.

Baltins is a member, and a member of the Company’s Board of Directors, $ 0.1 million for the year ended December 31, 2023 for legal services.

Amounts paid for the year ended December 31, 2024 were immaterial.

Kaplan, Strangis and Kaplan, P.A.

was not a related party for the year ended December 31, 2025.

In 2025 and 2024, subsidiaries of the Company acquired the assets of multiple RV dealerships that constituted businesses under GAAP.

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The balance of the purchase prices in excess of the fair values of net assets acquired were recorded as goodwill.

In 2025, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of eight locations for an aggregate purchase price of approximately $ 92.2 million.

As a component of the aggregate purchase price to acquire certain of these locations, $ 10.0 million was paid as a deposit in November 2024, which would convert into shares of Lazydays Holdings, Inc.

(“Lazydays”) common stock if the Company completed the acquisition of all seven RV dealerships originally contemplated under the November 2024 agreement with Lazydays.

However, the Company acquired only five of the seven Lazydays RV dealerships, so the deposit did not convert to shares of Lazydays common stock.

Instead, the deposit was considered a component of the purchase price of those acquisitions.

Additionally, a $ 1.0 million deposit was made in December 2024 for non-Lazydays RV dealership acquisitions that were completed in 2025.

Separate from these acquisitions, in 2025, the Company 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.

In 2024, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of nine locations for an aggregate purchase price of approximately $ 69.4 million.

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The tire rescue roadside assistance business includes a robust dispatch platform and strong network of service providers, which provide an opportunity to serve our customer base more effectively and reduce cost.

In 2023, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of 18 locations for an aggregate purchase price of approximately $ 209.5 million, of which four RV dealerships had not opened by December 31, 2023.

Separate from these acquisitions, during the year ended December 31, 2023, the Company purchased real property for an aggregate purchase price of $ 72.4 million, of which $ 5.2 million was paid through the assumption of the related promissory note (see Note 10 — Long-Term Debt — Other Long-Term Debt).

The estimated fair values of the assets acquired and liabilities assumed for the acquisitions of dealerships and the outdoor publication consist of the following, net of insignificant measurement period adjustments relating to acquisitions from the respective previous year:

The estimated fair values of the assets acquired and liabilities assumed for the acquisitions of dealerships and the tire rescue roadside assistance business consist of the following, net of insignificant measurement period adjustments relating to acquisitions from the respective previous year:

Year Ended December 31,

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These intangible assets had an estimated useful life of 15 years ;

however, these intangible assets were sold for $ 2.6 million during the 2024.

Developed technology intangible asset acquired of $ 0.6 million has an estimated useful life of five years .

however, these intangible assets were sold for $ 2.6 million during the year ended December 31, 2024.

Acquired developed technology intangible asset acquired of $ 0.6 million has an remaining useful life of approximately 3.5 years.

The primary items that generated the goodwill are the value of the expected synergies between the acquired businesses and the Company and the acquired assembled workforce, neither of which qualify for recognition as a separately identified intangible asset.

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Pro forma information on these acquisitions has not been included, because the Company has deemed them to not be individually or cumulatively material.

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

(“Lazydays”) to acquire the assets and certain real estate of seven RV dealerships from Lazydays, which the Company expects will close in March 2025.

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

At December 31, 2024, this deposit was included in other assets in the accompanying consolidated balance sheet.

During February 2025, the Company closed on the purchase of three locations from the Lazydays transaction, which included the purchase of associated real estate of $ 35.5 million.

Statements of Cash Flows

Supplemental disclosures of cash flow information for the following periods (in thousands):

Supplemental disclosures of cash flow information for the following periods:

Year Ended December 31,

($ in thousands)

Cash paid (received) during the period for:

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Capital expenditures in accounts payable and accrued liabilities

Prior period deposit applied to portion of purchase price of RV dealership acquisition

Note receivable forgiven as partial consideration for the purchase of real property

Contingent consideration recognized as partial consideration for purchase of a business

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Supplier agreement intangible asset recognized as partial consideration for divestiture of a business

Prior period deposit applied to portion of purchase price of RV dealership acquisition

Purchase of real property through assumption of other long-term debt

Escrow receivable on sale of real property

Note receivable exchanged for amounts owed by other investment

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Cost of treasury stock issued for vested restricted stock units

Cash paid for income taxes, net of refunds, for the following period:

($ in thousands)

December 31, 2025

Cash paid (received) for income taxes exceeded 5% of total income taxes paid, net of refunds, in the following jurisdictions:

($ in thousands)

December 31, 2025

The Freedom Roads 401(k) Defined Contribution Plan (“FreedomRewards 401(k) Plan”) is qualified under Sections 401(a) and 401(k) of the Internal Revenue Service Code of 1986, as amended.

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Non-highly compensated employees may defer up to 75 % of their eligible compensation up to the Internal Revenue Service limits.

Highly compensated employees may defer up to 15 % of their eligible compensation up to the Internal Revenue Service limits.

compensated employees may defer up to 15 % of their eligible compensation up to the Internal Revenue Service limits.

The Company contributed $ 2.8 million to the Company’s 401(k) Plan for 2023.

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CWH is the sole managing member of CWGS, LLC and has the sole voting power in, and controls the management of, CWGS, LLC (See Note 20 – Non-Controlling Interests for further information about the ownership of CWGS, LLC).

The remaining interest in CWGS, LLC, was held by the Continuing Equity Owners, who may redeem at each of their options their common units for, at the Company’s election (determined solely by the Company’s independent directors (within the meaning of the rules of the New York Stock Exchange)

who are disinterested), cash or newly issued shares of the Company’s Class A common stock.

Accordingly, the Company consolidated the financial results of CWGS, LLC and reported a non-controlling interest in its consolidated financial statements.

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Additionally, the one share of Class C common stock entitles its holder to the number of votes necessary such that the holder casts 5 % of the total votes eligible to be cast by all of the Company’s stockholders on all matters presented to a vote of the Company’s stockholders generally.

The one share of Class C common stock is owned by ML RV Group, LLC, a Delaware limited liability company, wholly-owned by the Company’s Chairman and Chief Executive Officer, Marcus A.

The one share of Class C common stock is owned by ML RV Group, LLC, a Delaware limited liability company, wholly-owned by the Company’s former Chairman and Chief Executive Officer, Marcus A.

Holders of the Company’s Class B and Class C common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company.

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The Company incurred approximately $ 1.0 million of offering costs that were recorded as a reduction in the additional paid-in capital recorded for the proceeds from the November 2024 Public Offering in the consolidated statement of stockholders’ equity.

Short-Swing Profit Disgorgement

In November 2022, the Company received approximately $ 58,000 from short-swing profit disgorgement remitted by Marcus A.

Lemonis, Chairman and Chief Executive Officer of the Company, which is included as an increase to additional paid-in capital in the consolidated statement of stockholders’ equity and as a financing activity in the consolidated statement of cash flows.

Stock Repurchase Program

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In August 2021 and January 2022, the Company’s 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 the Company’s Class A common stock and extended the stock repurchase program to expire on August 31, 2023 and December 31, 2025, respectively.

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 repurchases 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 the Company’s 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.

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

This program does not obligate the Company 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.

The Company expects to fund the repurchases using cash on hand.

The stock repurchase program, with approximately $ 120.2 million of approved amounts for repurchases of Class A common stock remaining, expired on December 31, 2025.

During the years ended December 31, 2025, 2024 and 2023, the Company did no t repurchase Class A common stock under the stock repurchase program.

During the year ended December 31, 2022, the Company repurchased 2,592,524 shares of Class A common stock under this program for approximately $ 79.8 million including commissions paid, at a weighted average price per share of $ 30.76 , which is recorded as treasury stock on the accompanying consolidated balance sheets.

Class A common stock held as treasury stock is not considered outstanding.

During the years ended December 31, 2024 and 2023, the Company reissued 322,271 and 579,176 shares of Class A common stock from treasury stock to settle the exercises of stock options, vesting of restricted stock units, and settlement of other stock-based awards under the Company’s 2016 Incentive Award Plan (the “2016 Plan”), respectively, (see Note 21 — Stock-Based Compensation Plans).

During the years ended December 31, 2024 and 2023, the Company reissued 322,271 and 579,176 shares of Class A common stock from treasury stock to settle the exercises of stock options, vesting of RSUs, and settlement of other stock-based awards under the Company’s 2016 Incentive Award Plan (the “2016 Plan”), respectively, (see Note 21 — Stock-Based Compensation Plans).

As discussed above, the Company reissued 4,228,700 shares of Class A common stock held as treasury in the November 2024 Public Offering.

As of December 31, 2024 and 2023, the remaining approved amount for repurchases of Class A common stock under the share repurchase program was approximately $ 120.2 million.

Non-Controlling Interests

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As such, future redemptions of common units of CWGS, LLC by the Continuing Equity Owners will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in capital when CWGS, LLC has positive or negative net assets, respectively.

At the end of each period, the Company will record a non-controlling interest adjustment to additional paid-in capital such that the non-controlling interest on the accompanying consolidated balance sheet is equal to the non-controlling interest’s ownership share of the underlying CWGS, LLC net assets (see the consolidated statement of stockholders’ equity).

At the end of each period, the Company will record a non-controlling interest adjustment to additional paid-in capital such that the non-controlling interest on the accompanying consolidated

balance sheet is equal to the non-controlling interest’s ownership share of the underlying CWGS, LLC net assets (see the consolidated statement of stockholders’ equity).

The following table summarizes the CWGS, LLC common unit ownership by CWH and the Continuing Equity Owners:

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During the year ended December 31, 2022, CWGS Holding, LLC, a wholly owned subsidiary of ML Acquisition Company, LLC, which is indirectly owned by each of the estate of Stephen Adams, a former member of the Company’s Board of Directors, and Marcus A.

Lemonis, the Company’s Chairman and Chief Executive Officer gifted 2,000,000 common units of CWGS, LLC in total to a college and hospital in 2022 (“2022 Common Unit Giftees”), which resulted in the corresponding 2,000,000 of Class B common stock being transferred to the 2022 Common Unit Giftees.

Lemonis, the Company’s former Chairman and Chief Executive Officer gifted 2,000,000 common units of CWGS, LLC in total to a college and hospital in 2022 (“2022 Common Unit Giftees”), which resulted in the corresponding 2,000,000 of Class B common stock being transferred to the 2022 Common Unit Giftees.

On January 1, 2023, the 2022 Common Unit Giftees redeemed the 2,000,000 common units of CWGS, LLC for 2,000,000 shares of the Company’s Class A common stock, which also resulted in the cancellation of 2,000,000 shares of the Company’s Class B common stock that had been transferred to the 2022 Common Unit Giftees with no additional consideration provided.

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Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from the exercise of stock options

Decrease in additional paid-in capital as a result of the vesting of restricted stock units

Increase (decrease) in additional paid-in capital as a result of the vesting of restricted stock units

(Decrease) increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs

Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock

Increase in additional paid-in capital as a result of the stock award to employee

Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on stock award to employee

Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC

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Total income tax benefit recognized related to stock-based compensation (1)

(1) For the year ended December 31, 2025, $ 6.8 million of tax benefits relating to stock-based compensation expense could not be recognized as a result of the full valuation allowance against the net deferred tax assets of the public holding company, CWH.

See Note 12 — Income Taxes for additional information.

2016 Incentive Award Plan

In October 2016, the Company adopted the 2016 Plan under which the Company may grant up to 14,693,518 stock options, restricted stock units, and other types of stock-based awards to employees, consultants or non-employee directors of the Company through September 2026.

The Company’s 2016 Plan was amended and restated effective May 15, 2025.

Under the 2016 Plan, the Company may grant up to 14,693,518 stock options, RSUs, and other types of stock-based awards to employees, consultants or non-employee directors of the Company, although no incentive stock options may be granted after March 24, 2035.

The Company does not intend to use cash to settle any of its stock-based awards.

Upon the exercise of a stock option award, the vesting of a restricted stock unit or the award of common stock or restricted stock, shares of Class A common stock are issued from authorized but unissued shares or from shares held in treasury.

Stock options and restricted stock units granted to employees generally vest in equal annual installments over a three to five-year period and are canceled upon termination of employment, although vested stock options may generally be exercised for a limited period of time after termination.

Upon the exercise of a stock option award, the vesting of a RSU or the award of common stock or restricted stock, shares of Class A common stock are issued from authorized but unissued shares or from shares held in treasury.

Stock options and RSUs granted to employees generally vest in equal annual installments over a three to five-year period and are canceled upon termination of employment, although vested stock options may generally be exercised for a limited period of time after termination.

Stock options are granted with an exercise price equal to the fair market value of the Company’s Class A common stock on the date of grant.

Stock option grants expire after ten years unless canceled earlier due to termination of employment.

Restricted stock units granted to non-employee directors vest in equal annual installments over a one-year or three-year period subject to voluntary deferral elections made prior to the grant.

RSUs granted to non-employee directors vest in equal annual installments over a one-year or three-year period subject to voluntary deferral elections made prior to the grant.

Stock Options

The Company did not grant any stock options during the years ended December 31, 2025, 2024 and 2023.

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Outstanding and exercisable at December 31, 2025

At December 31, 2024, 2023 and 2022, all stock options were fully vested.

The intrinsic value of stock options exercised was insignificant, $ 0.1 million and $ 0.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2025, 2024 and 2023, all stock options were fully vested.

The intrinsic value of stock options exercised was insignificant for the years ended December 31, 2025 and 2024.

The intrinsic value of stock options exercised was $ 0.1 million for the year ended December 31, 2023.

The actual tax benefit for the tax deductions from the exercise of stock options was not significant for the years ended December 31, 2025, 2024 and 2023.

A summary of restricted stock unit activity for the year ended December 31, 2024 is as follows:

A summary of RSU activity for the year ended December 31, 2025 is as follows:

Weighted Average

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Outstanding at December 31, 2025

The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2024, 2023 and 2022 was $ 21.51 , $ 19.72 , and $ 23.12 , respectively.

At December 31, 2024, the intrinsic value of unvested restricted stock units was $ 34.8 million.

At December 31, 2024, total unrecognized compensation cost related to unvested restricted stock units was $ 34.6 million and is expected to be recognized over a weighted-average period of 2.9 years.

The fair value of restricted stock units that vested during the years ended December 31, 2024, 2023 and 2022 was $ 16.2 million, $ 20.7 million, and $ 35.1 million, respectively.

The actual tax benefit for the tax deductions from the vesting of restricted stock units was $ 2.2 million, $ 2.8 million, and $ 4.9 million for the years ended December 31, 2024, 2023, and 2022, respectively.

A portion of the actual tax benefit for tax deductions from the vesting of restricted stock units relating to the year ended December 31, 2024 was subject to limitations on deductibility of executive compensation.

The restricted stock units that vested were typically net share settled such that the Company withheld shares with value equivalent to the employees’ statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities.

The total shares withheld were based on the value of the restricted stock units on their respective vesting dates as determined by the Company’s closing stock price.

The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2025, 2024 and 2023 was $ 17.85 , $ 21.51 , and $ 19.72 , respectively.

As of December 31, 2025, the intrinsic value of unvested RSUs was $ 18.6 million.

As of December 31, 2025, total unrecognized compensation cost related to unvested RSUs was $ 30.6 million and is expected to be recognized over a weighted-average period of 2.9 years.

The fair value of RSUs that vested during the years ended December 31, 2025, 2024 and 2023 was $ 16.8 million, $ 16.2 million, and $ 20.7 million, respectively.

The actual tax benefit for the tax deductions from the vesting of RSUs was $ 2.9 million, $ 2.2 million, and $ 2.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.

For the year ended December 31, 2025, a portion of the actual tax benefit for tax deductions from the vesting of RSUs was subject to limitations on deductibility of executive compensation and almost all of the tax benefits relating to vesting of RSUs could not be recognized as a result of the full valuation allowance against the net deferred tax assets of the public holding company, CWH (see Note 12 — Income Taxes for additional information).

The RSUs that vested were typically net share settled such that the Company withheld shares with value equivalent to the employees’ statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities.

The total shares withheld were based on the value of the RSUs on their respective vesting dates as determined by the Company’s closing stock price.

Total payments for the employees’ tax obligations to taxing authorities are reflected as a financing activity within the Consolidated Statements of Cash Flows.

These net share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company.

In January 2025, the Company granted a total of 447,350 RSUs to employees with an aggregate grant date fair value of $ 9.8 million and weighted-average grant date fair value of $ 21.85 per RSU, which will be recognized, net of forfeitures, over a vesting period of five years .

In January 2025, pursuant to the approval of the amended and restated employment agreement with Marcus A.

Lemonis, the Company granted Mr.

Lemonis (i) an award of 600,000 RSUs with a grant date fair value of $ 22.13 per RSU, which will be recognized, net of forfeitures, over a vesting period of approximately three years , and (ii) an award of performance stock units (“PSU”) under the 2016 Plan with respect to 750,000 PSUs if earned at “target” levels of performance, which will be eligible to vest based on the achievement of specified stock price hurdles over a three year performance period.

The PSUs have a weighted-average grant date fair value of $ 13.84 per PSU, which will be recognized over a weighted-average derived service period of approximately one year if the respective derived service period and/or vesting conditions are satisfied.

In January 2025, pursuant to the Lemonis First Employment Agreement, the Company granted Mr.

Lemonis an award of 600,000 RSUs with a grant date fair value of $ 22.13 per RSU to be recognized, net of forfeitures, over a vesting period through November 15, 2027.

In December 2025, in connection with the Lemonis Second Employment Agreement, the remaining unvested 400,000 RSUs from the January 2025 RSU grant were accelerated to vest on December 15, 2025 resulting in stock-based compensation expense of $ 6.7 million during the year ended December 31, 2025.

In December 2025, in conjunction with the amended and restated employment agreement with Matthew D.

Wagner, the Company granted Mr.

Wagner 465,000 RSUs with a vesting period through November 15, 2028 and an effective date of January 1, 2026 to coincide with his appointment as the Company’s Chief Executive Officer and member of the Board.

Also, in December 2025, Brent Moody was appointed as Chairman of the Board effective January 1, 2026 and the Company granted Mr.

Moody RSUs with an aggregate grant date fair value of $ 550,000 with a vesting period of one year and an effective date of January 1, 2026.

Although the effective date of Mr.

Wagner’s and Mr.

Moody’s RSU grants were January 1, 2026, these RSU grants met the criteria for a grant date for accounting purposes during December 2025.

The 465,000 and 59,518 RSUs granted to Mr.

Wagner and Mr.

Moody, respectively, were recorded as if they were granted during the year ended December 31, 2025.

Performance Stock Units

A summary of performance stock unit activity for the year ended December 31, 2025 is as follows:

Weighted Average

(in thousands)

Outstanding at December 31, 2024

Outstanding at December 31, 2025

In January 2025, pursuant to the Lemonis First Employment Agreement, the Company granted Mr.

Lemonis an award of performance stock units (“PSU”) under the 2016 Plan with respect to 750,000 PSUs if earned at “target” levels of performance, which will be eligible to vest based on the achievement of specified stock price hurdles over what was originally a three year performance period ending on December 31, 2027.

However, if the Lemonis Second Employment Agreement is not extended, the end of the post-termination measurement period will be February 16, 2027 and any tranche that has not met its stock price target will be forfeited.

The PSUs are comprised of four tranches of 187,500 PSUs with hurdles ranging from $ 32.50 per share to $ 47.50 per share in $ 5.00 per share increments.

The achievement of the stock price hurdles is based on the average 30 consecutive trading day closing stock price of the Company’s Class A common stock.

The grant date fair value was estimated using a Monte Carlo simulation to simulate stock price trajectories over the performance period.

Key inputs to the model as of the date of grant included the duration of the performance period, the risk-free interest rate, and the closing stock price, volatility and dividend yield of the Company’s Class A common stock.

The PSUs had a weighted-average grant date fair value of $ 13.84 per PSU, which will be recognized over a weighted-average derived service period of approximately one year , net of any forfeitures for termination of employment prior to the completion of the derived service period for any tranches with unsatisfied vesting conditions.

As of December 31, 2025, total unrecognized compensation cost related to unvested PSUs was $ 1.6 million and is expected to be recognized over a remaining derived service period of 0.5 years.

Liability-Classified Share-Based Awards

In connection with the Lemonis Second Employment Agreement, Mr.

Lemonis’ compensation included a $ 2.3 million bonus relating to 2025 (“2025 Bonus”), a $ 2.3 million bonus relating to 2026 (“2026 Bonus”), and an additional $ 3.8 million lump-sum payment at the end of the term of the Lemonis Second Employment Agreement in December 2026 (“Final Payment”), each of which can be settled in cash or shares based on the closing stock price on the settlement date.

Since the 2025 Bonus, 2026 Bonus, and the Final Payment may be settled in cash or shares, are expected to be settled in shares, and a settlement in shares would result in a variable number of shares based on a fixed monetary amount, these payments will each be recorded as liability-classified share-based awards (“Liability-Classified Awards”).

The Company deemed the 2026 service conditions relating to the Lemonis Second Employment Agreement to be nonsubstantive for accounting purposes, so all of the stock-based compensation expense relating to the Liability-Classified Awards was recognized by December 31, 2025, which was the date that Mr.

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

The 2025 Bonus was settled in December 2025 through the issuance of 217,391 shares of Class A common stock with a fair value on the settlement date of $ 2.3 million, which was recorded as stock-based compensation.

Of this share issuance amount, 85,543 shares of Class A common stock were withheld to cover Mr.

Lemonis’ associated tax withholding obligations.

Although both the 2026 Bonus and Final Payment are expected to settle in December 2026, if they had settled on December 31, 2025 in shares, the Company would have issued 231,243 and 385,405 shares of Class A common stock, respectively.

(Loss) Earnings Per Share

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

reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs

reallocation of net income attributable to non-controlling interests from the assumed redemption of common units of CWGS, LLC for Class A common stock

reallocation of net (loss) income attributable to non-controlling interests from the assumed redemption of common units of CWGS, LLC for Class A common stock

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

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Stock options to purchase Class A common stock

Liability-classified awards

Restricted stock units

Common units of CWGS, LLC that are convertible into Class A common stock

Weighted-average contingently issuable shares excluded from the computation of diluted (loss) earnings per share of Class A common stock since all necessary conditions had not been satisfied:

Performance stock units (1)

(1) See Note 21 – Stock-Based Compensation Plans for further details of PSUs.

The Liability-Classified Awards are considered equity-classified share-based awards under the treasury stock method for purposes of calculating diluted (loss) earnings per share.

Shares of the Company’s Class B common stock and Class C common stock do not share in the earnings or losses of the Company and are therefore not participating securities.

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The reportable segments identified above represent operating segments that are the business activities of the Company for which discrete financial information is available and for which operating results are regularly reviewed by the Company’s chief operating decision maker (“CODM”) to allocate resources and assess performance.

The Company’s CODM is Marcus A.

Lemonis, the Company’s Chief Executive Officer.

As of December 31, 2025, the Company’s CODM was Marcus A.

Lemonis, the Company’s Chief Executive Officer during 2025.

The accounting policies of the reportable segments are the same as those described in Note 1 – Summary of Significant Accounting Policies except intersegment receivables and investments in intersegment entities, which are eliminated in the Company’s consolidated balance sheets, are not included in segment assets.

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The reportable segments generally account for intersegment revenues with other segments at prices that approximate wholesale prices or discounted pricing to a third party depending on the nature of the intersegment sale.

As of December 31, 2025, the Company accrued $ 1.5 million relating to Mr.

Lemonis’ 2026 salary under the Lemonis Second Employment Agreement, which was considered a corporate expense and was not allocated to the segments (See Note 14 — Commitments and Contingencies).

The Company evaluates performance for all of its reportable segments based on Segment Adjusted EBITDA.

The Company defines “Segment Adjusted EBITDA” as the reportable segments’ total revenue less segment expenses which are comprised of (i) adjusted costs applicable to revenue, (ii) intersegment costs applicable to revenues, (iii) adjusted selling, general, and administrative expense, (iv) floor plan interest expense, and (v) other segment items.

Segment expenses exclude depreciation and amortization and certain

noncash and other items that the CODM does not consider in his evaluation of ongoing operating performance.

Segment expenses exclude depreciation and amortization and certain noncash and other items that the CODM does not consider in his evaluation of ongoing operating performance.

These excluded items include (a) stock-based compensation, (b) restructuring costs related to the Active Sports Restructuring and the 2019 Strategic Shift, and (c) loss and/or impairment on investments in equity securities.

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, the other associated costs category of expenses relating to those restructuring activities were not excluded from Segment Adjusted EBITDA as restructuring costs, since these costs are not expected to be significant in future periods.

For periods ended on or before December 31, 2022, loss and/or impairment on investments in equity securities were not excluded from Segment Adjusted EBITDA and these expenses were not significant for the year ended December 31, 2022.

The CODM uses Segment Adjusted EBITDA to allocate resources (including employees, property, and financial or other capital resources) for each segment predominantly in the annual budget and forecasting process.

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Total Segment Adjusted EBITDA

Corporate selling, general, and administrative excluding stock-based compensation (1)

Corporate SG&A excluding SBC (1)

Depreciation and amortization

Long-lived asset impairment

Lease termination

Gain on lease termination and/or remeasurement

Gain (loss) on sale or disposal of assets

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Tax Receivable Agreement liability adjustment

Corporate other expense, net

Intersegment eliminations (5)

(Loss) income before income taxes

Income (loss) before income taxes

(1) Corporate selling, general, and administrative excluding stock-based compensation represents corporate selling, general, and administrative expenses that are not allocated to the segments and are comprised primarily of the costs associated with being a public company.

This amount excludes the stock-based compensation relating to the Board of Directors for their service as board members that is not allocated to the segments, since it is presented as part of the stock-based compensation reconciling line item in this table.

This amount excludes the stock-based compensation that is not allocated to the segments, such as stock-based

compensation relating to the Board of Directors for their service as board members, since it is presented as part of the stock-based compensation reconciling line item in this table.

(2) This stock-based compensation amount includes stock-based compensation allocated to the segments and stock-based compensation relating to the Board of Directors for their service as board members that is not allocated to the segments (See Note 21 — Stock-Based Compensation Plans).

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

(3) Represents restructuring costs relating to the Active Sports Restructuring for periods ended on or before 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 for additional information.

(4) 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.

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 $ 0.9 million and $ 1.3 million of impairment on an equity method investment, respectively.

(5) Represents the net impact of intersegment eliminations on (loss) income before income taxes.

(4) Represents loss and/or impairment on investments in equity securities and interest income relating to any notes receivables with those investments.

(5) Represents the net impact of intersegment eliminations on income (loss) before income taxes.

Year Ended December 31,

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Total other interest expense, net

As of December 31,

($ in thousands)

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RV and Outdoor Retail

Corporate and other

Total capital expenditures

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Class A common stock, par value $ 0.01 per share – 250,000 shares authorized;

62,502 issued and 62,502 outstanding as of December 31, 2024 and 49,571 issued and 45,020 outstanding as of December 31, 2023

63,437 and 62,502 shares issued and outstanding, respectively

Class B common stock, par value $ 0.0001 per share – 75,000 shares authorized;

39,466 issued and outstanding as of December 31, 2024;

39,466 issued and outstanding as of December 31, 2023

39,466 shares issued and outstanding

Class C common stock, par value $ 0.0001 per share – 0.001 share authorized, issued and outstanding as of December 31, 2025 and 2024

Additional paid-in capital

Treasury stock, at cost;

none and 4,551 shares as of December 31, 2024 and 2023, respectively

Retained earnings

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Tax Receivable Agreement liability adjustment

Other income, net

Equity in net (loss) income of subsidiaries

(Loss) income before income taxes

Income tax benefit (expense)

Income (loss) before income taxes

Income tax (expense) benefit

Net (loss) income

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Payment pursuant to Tax Receivable Agreement

Net cash used in operating activities

Net cash provided (used) in operating activities

Investing activities

Purchases of LLC Interest from CWGS, LLC

Return of LLC Interest to CWGS, LLC for funding of treasury stock purchases

Distributions received from CWGS, LLC

1 unchanged sentence

Repaid funds under Affiliate Loan

Net cash (used in) provided by investing activities

Net cash provided by (used in) investing activities

Financing activities

2 unchanged sentences

Proceeds from exercise of stock options

Repurchases of Class A common stock to treasury

Disgorgement of short-swing profits by Section 16 officer

Net cash provided by (used in) financing activities

Increase (decrease) in cash and cash equivalents

Net cash (used in) provided by financing activities

(Decrease) increase in cash and cash equivalents

Cash and cash equivalents at beginning of year

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Intercompany revenue consists of these reimbursement payments and is recognized when the corresponding expense to which it relates is recognized.

For the year ended December 31, 2025, these amounts include stock-based compensation expense of $ 12.7 million related to the Second Amended and Restated Employment Agreement (“Lemonis Second Employment Agreement”) for Marcus A.

Lemonis, the Parent Company’s former Chairman and Chief Executive Officer, for the acceleration of the vesting of restricted stock units and other 2026 compensation that may be settled in shares (see Note 8 – Liability-Classified Share-Based Awards) and an additional $ 1.5 million for an accrual of Mr.

Lemonis’ 2026 salary, since the Parent Company deemed the 2026 service conditions relating to the Lemonis Second Employment Agreement to be nonsubstantive for accounting purposes.

Certain intercompany balances presented in these condensed Parent Company financial statements are eliminated in the consolidated financial statements.

For the years ended December 31, 2025, 2024, and 2023, the full amounts of intercompany revenue and equity in net income of subsidiaries in the accompanying Parent Company Statements of Operations were eliminated in consolidation.

No intercompany receivable was owed to the Parent Company by CWGS, LLC at December 31, 2024 and 2023 (see Note 4 – Affiliate Loan for other amounts owed to the Parent Company).

No intercompany receivable was owed to the Parent Company by CWGS, LLC as of December 31, 2025 (see Note 3 – Affiliate Loan for other amounts owed to the Parent Company).

Related party amounts that were not eliminated in the consolidated financial statements include the Parent Company's liabilities under the tax receivable agreement, which totaled $ 1.4 million and $ 150.4 million as of December 31, 2025 and 2024, respectively.

Revisions to Prior Period Condensed Financial Statements

Subsequent to the issuance of the Parent Company's condensed financial statements for the year ended December 31, 2023, the Parent Company's management identified prior period misstatements related to the measurement of the realizable portion of the Parent Company’s outside basis difference deferred tax asset in CWGS, LLC, including the associated valuation allowance.

The Parent Company evaluated the materiality of these errors both qualitatively and quantitatively in accordance with Staff Accounting Bulletin (“SAB”) No.

99, Materiality, and SAB No.

However, correcting the cumulative error during the year ended December 31, 2024 would have been material to the current period.

Therefore, the Parent Company has revised the condensed financial statements for the prior periods presented, including the comparative prior period amounts in the applicable notes to the condensed financial statements.

The following table presents the effect of the immaterial misstatements on the Parent Company’s condensed balance sheet for the period indicated:

As of December 31, 2023

($ in thousands)

As Previously Reported

Deferred tax assets, net

Additional paid-in capital

Retained earnings

Total stockholders' equity

Total liabilities and stockholders' equity

The following table presents the effect of the immaterial misstatements on the Parent Company’s condensed statement of income (loss) for the periods indicated:

Year Ended December 31, 2023

Year Ended December 31, 2022

($ in thousands)

As Previously Reported

Income tax benefit (expense)

The following table presents the effect of the immaterial misstatements on the Parent Company’s condensed statement of cash flows for the periods indicated.

These immaterial misstatements resulted in no change in net cash used in operating activities for the periods indicated:

Year Ended December 31, 2023

Year Ended December 31, 2022

($ in thousands)

As Previously Reported

Deferred income taxes

Affiliate Loan

In December 2023, the Parent Company (the “Lender”) and CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, entered into a loan agreement (the “Affiliate Loan”) whereby the Borrower may borrow up to $ 40.0 million from the Lender at an interest rate of the Secured Overnight Financing Rate (“SOFR”) plus 6.50 % per annum.

The Lender may demand repayment with thirty-day notice, there are no prepayment restrictions or penalties, and the Affiliate Loan expires in December 2025.

At December 31, 2024 and 2023, the Borrower had outstanding balances of $ 6.0 million and $ 30.0 million, respectively, under the Affiliate Loan that were each repaid with accrued interest early in January of the following year.

At December 31, 2024 and 2023, the interest rate on the Affiliate Loan was 10.86 % and 11.86 %, respectively, and accrued interest was less than $ 0.1 million at December 31, 2024 and 2023.

The Lender may demand repayment with thirty-day notice, there are no prepayment restrictions or penalties, and the Affiliate Loan expired in December 2025.

As of December 31, 2024, the Borrower had an outstanding balance of $ 6.0 million under the Affiliate Loan that was repaid with accrued interest early in January of the following year.

As of December 31, 2024, the interest rate on the Affiliate Loan was 10.86 % and accrued interest was less than $ 0.1 million as of December 31, 2024.

Commitments and Contingencies

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over the term of the tax receivable agreement and (ii) future changes in tax laws.

During the year ended December 31, 2025, the Parent Company determined it is more likely than not it will not benefit from the entirety of the remaining 15 % of the tax benefits, and remeasured the liability under the Tax Receivable Agreement, which included a $ 149.0 million gain on the reduction in the associated liability.

As of December 31, 2025 and 2024, liabilities under the tax receivable agreement totaled $ 1.4 million and $ 150.4 million, respectively.

The Parent Company does not expect a cash tax reduction for tax benefits subject to the Tax Receivable Agreement during the year ended December 31, 2024 and, therefore, does not expect a payment under the Tax Receivable Agreement to be made during the year ending December 31, 2025.

See Note 14 to the consolidated financial statements for information regarding pending and threatened litigation.

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

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 the Parent Company’s net deferred tax assets 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.

Accordingly, the Parent Company recorded a $ 182.8 million valuation allowance on its Parent Company net deferred tax assets during the year ended December 31, 2025.

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 the Parent Company’s investment in CWGS, LLC net deferred tax asset and certain other tax attribute carryforward deferred tax assets, the Company considers the amount calculated related to the remaining Tax Receivable Agreement (as discussed above) liability not probable.

As a result, management reversed $ 149.0 million of the Tax Receivable Agreement liability and reduced the related deferred tax asset by $ 37.3 million, which were recorded to Tax Receivable Agreement liability adjustment and income tax (expense) benefit, respectively, in the condensed statements of operations for the year ended December 31, 2025.

November 2024 Public Offering

On November 1, 2024, the Parent Company completed a public offering (the “November 2024 Public Offering”) in which the Parent Company sold 14,634,146 shares of the Parent Company’s Class A common stock at a public offering price of $ 20.50 per share (or $ 19.81 per share after underwriting discounts and commissions).

The Parent Company received $ 289.9 million in proceeds, net of underwriting discounts and commissions, which were used to purchase 14,634,146 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.

The Parent Company received $ 289.9 million in proceeds, net of underwriting discounts and commissions, which were used to purchase 14,634,146 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.

Additionally, in November 2024, the underwriters exercised their option to purchase an additional 2,195,121 shares of Class A common stock and the Parent Company received $ 43.5 million in additional proceeds, net of underwriting discounts and commissions, which were used to purchase 2,195,121 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.

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During the years ended December 31, 2025 and 2024, the Parent Company did not repurchase Class A common stock under the stock repurchase program.

During the year ended December 31, 2022, the Parent Company repurchased 2,592,524 shares of Class A common stock, under this program for approximately $ 79.8 million, including commissions paid, at a weighted average price per share of $ 30.76 , which is recorded as treasury stock on the Parent Company’s balance sheet.

During the year ended December 31, 2022, the $ 79.8 million was concurrently funded by CWGS, LLC in exchange for the return of 2,592,524 common units in CWGS, LLC, which reduced the Parent Company’s ownership interest in CWGS, LLC.

Class A common stock held as treasury stock is not considered outstanding.

During the years ended December 31, 2024 and 2023, the Parent Company reissued 322,271 and 579,176 shares of Class A common stock, respectively, from treasury stock to settle the exercises of stock options, vesting of restricted stock units, and settlement of other stock-based awards under the Parent Company’s 2016 Incentive Award Plan.

As discussed in Note 6 — November 2024 Public Offering, the Company reissued 4,228,700 shares of Class A common stock held as treasury in the November 2024 Public Offering.

As of December 31, 2024, the remaining approved

amount for repurchases of Class A common stock under the share repurchase program was approximately $ 120.2 million.

The stock repurchase program, with approximately $ 120.2 million of approved amounts for repurchases of Class A common stock remaining, expired on December 31, 2025.

Statements of Cash Flows

Supplemental disclosures of cash flow information are as follows (in thousands):

Supplemental disclosures of cash flow information are as follows:

Year Ended December 31,

Cash (refunded) paid during the period for:

($ in thousands)

Cash refunded during the period for:

Noncash financing activities:

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Cost of treasury stock issued for vested restricted stock units

Cash paid for income taxes, net of refunds, for the following period:

($ in thousands)

December 31, 2025

Cash paid (received) for income taxes exceeded 5% of total income taxes paid, net of refunds, in the following jurisdictions:

($ in thousands)

December 31, 2025

Valuation and Qualifying Accounts

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(2) Additions to returns allowances are credited against revenue.

(3) Accounts receivable allowance includes the allowance for credit losses and the allowance for returns.

(3) Accounts receivable allowance includes the allowance for credit losses.

($ in thousands)

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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 8. Financial Statements and Supplementary Data