What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-28 · 32 added, 56 removed, 154 unchanged (36% of the section changed)

5 unchanged sentences

Our management carried out an evaluation, under the supervision and participation of our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer), of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) as of December 31, 2025.

Based on our management’s evaluation, our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer) concluded that our disclosure controls and procedures were not effective as of December 31, 2024 as a result of the material weakness discussed below.

Notwithstanding this material weakness, our management concluded that our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in conformity with accounting principles generally accepted in the United States (“U.S.

Based on our management’s evaluation, our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer) concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025.

Management’s Annual Report on Internal Control over Financial Reporting

2 unchanged sentences

Under the supervision and participation of our Chief Executive Officer and our Chief Financial Officer, our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Our management identified control deficiencies that, individually or in the aggregate, constitute a material weakness in our internal control over financial reporting and has concluded that our internal control over financial reporting was not effective as of December 31, 2024.

Our management has excluded from its assessment of internal control over financial reporting at December 31, 2024 the internal control over financial reporting of our recently acquired tire rescue roadside assistance business in 2024 (the “2024 Excluded Acquisition”).

The 2024 Excluded Acquisition constituted $0.7 million and $0.1 million of total assets and net assets, respectively, as of December 31, 2024, and $1.3 million and $0.3 million of revenues and pre-tax loss, respectively, for the year then ended.

Goodwill is held at the reporting unit level and is not excluded from our assessment of internal control over financial reporting nor is goodwill included in the preceding total assets or net assets for the 2024 Excluded Acquisition.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the preparation of our financial statements for the year ended December 31, 2024, we identified a material weakness in the design and operation of our income tax controls, including over the review of the measurement of the realizable portion of the Company’s outside basis difference deferred tax asset in the operating partnership, CWGS, LLC.

This material weakness remains unremediated as of December 31, 2024.

Deloitte & Touche LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Form 10-K, has issued an attestation report on our internal control over financial reporting, which expressed an adverse opinion as stated in their report which is included in this Item 9A.

Based on their assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has audited the consolidated financial statements included in this Annual Report on Form 10-K and has issued an attestation report on our internal control over financial reporting as of December 31, 2025 .

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2024, we completed the process of incorporating the internal controls for the businesses we acquired in 2023, comprised of 18 dealerships (the “2023 Excluded Acquisitions”), into our internal control over financial reporting and extending our Section 404 compliance program under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations under such Act to include the 2023 Excluded Acquisitions.

Except as otherwise described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control performed during the fiscal quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Remediation Efforts to Address Material Weakness

Our management is committed to maintaining a strong internal control environment.

In response to the identified material weakness above, management with the oversight of the Audit Committee of the Board of Directors, is taking comprehensive actions to remediate the above material weakness.

Our remediation plans include the following:

• Implementing separate specific controls over the review of the quantification of realizable tax basis in CWGS, LLC;

• Redesigning the reports utilized to calculate the gross outside basis difference to enhance management’s review of the calculation;

• Developing and conducting training for individuals responsible for reviewing calculation and measurement of the realizable tax basis in CWGS, LLC.

We may also conclude that additional measures may be required to remediate the material weakness in our internal control over financial reporting, which may necessitate additional implementation and evaluation time.

We will continue to assess the effectiveness of our internal control over financial reporting and take steps to remediate the material weakness expeditiously.

The material weakness will not be considered remediated until the applicable remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

During the quarter ended December 31, 2025, we completed the process of incorporating the internal controls for the tire rescue roadside assistance business we acquired in 2024 (the “2024 Excluded Acquisition”), into our internal control over financial reporting and extending our Section 404 compliance program under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations under such Act to include the 2024 Excluded Acquisition.

Other than changes made to address the previously disclosed material weakness or otherwise described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control performed during the fiscal quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

2 unchanged sentences

We have audited the internal control over financial reporting of Camping World Holdings, Inc., and subsidiaries (the "Company") 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 (COSO).

In our opinion, because of the effect of the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 27, 2026, expressed an unqualified opinion on those financial statements.

As described in Management's Annual Report on Internal Control over Financial Reporting in Item 9A, management excluded from its assessment the internal control over financial reporting at the Company's recently acquired tire rescue roadside assistance business in 2024 (the "Excluded Acquisition").

The Excluded Acquisition constituted $0.7 million and $0.1 million of total assets and net assets, respectively, as of December 31, 2024.

It represented $1.3 million of revenue and pre-tax loss of $0.3 million for the year ended December 31, 2024.

Basis for Opinion

11 unchanged sentences

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management's assessment:

The controls over the review of the measurement of the realizable portion of the Company’s outside basis difference deferred tax asset in the operating partnership, CWGS, LLC, were not designed effectively.

This material weakness remains unremediated as of December 31, 2024.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2024, of the Company, and this report does not affect our report on such financial statements.

/s/ Deloitte & Touche LLP

2 unchanged sentences

Other Information

(a) As disclosed above, this Form 10-K reflects the correction of an error to previously issued financial statements that required a recovery analysis of incentive-based compensation received by the Company’s executive officers.

The Company has determined that no recovery of incentive-based compensation is required as the correction resulted in no changes to the performance metrics used to determine incentive-based compensation for executive officers during the last three completed fiscal years.

(a) Not applicable.

(b) During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

9 unchanged sentences

Executive Compensation

The information required by this item will be included under the captions “Executive Compensation”, ”Director Compensation”, “Compensation Committee Report”, and “Compensation Committee Interlocks and Insider Participation” in our Proxy Statement for our 2025 Annual Meeting of Stockholders and, upon filing, is incorporated herein by reference.

The information required by this item will be included under the captions “Executive Compensation”, ”Director Compensation”, “Compensation Committee Report”, “CEO Pay Ratio”, and “Compensation Committee Interlocks and Insider Participation” in our Proxy Statement for our 2026 Annual Meeting of Stockholders and, upon filing, is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

6 unchanged sentences

Equity compensation plans not approved by security holders

(1) Includes awards granted and available to be granted under our 2016 Plan.

(1) Includes awards granted and available to be granted under our 2016 Plan, as amended from time to time.

Does not include liability-classified awards that are expected to settle in December 2026 and may be settled in cash or shares.

If those liability-classified awards had settled in shares on December 31, 2025, the Company would have issued 616,648 shares of Class A common stock under our 2016 Plan.

Other information required by this item with respect to security ownership of certain beneficial owners and management will be included under the caption “Security Ownership of Certain Beneficial Owners and

21 unchanged sentences

Amended and Restated Certificate of Incorporation of Camping World Holdings, Inc.

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Camping World Holdings, Inc., dated May 16, 2025

Amended and Restated Bylaws of Camping World Holdings, Inc.

7 unchanged sentences

Registration Rights Agreement, dated October 6, 2016

Eighth Amended and Restated Credit Agreement, dated September 30, 2021, among FreedomRoads, LLC, as the company and a borrower, certain subsidiaries of FreedomRoads, LLC, as subsidiary borrowers, Bank of America, N.A., as administrative agent and letter of credit issuer, and the other lenders party thereto

Incorporated by Reference

2 unchanged sentences

Filed/ Furnished Herewith

Amendment No.

1 to the Eighth Amended and Restated Credit Agreement, dated July 18, 2023, among FreedomRoads, LLC, as the company and a borrower, certain subsidiaries of FreedomRoads, LLC, as subsidiary borrowers, Bank of America, N.A., as administrative agent, and the lenders party thereto

Credit Agreement, dated June 3, 2021, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent

6 unchanged sentences

1 to Credit Agreement and Incremental Amendment, dated August 27, 2024, by and among subsidiaries of FRHP Lincolnshire, LLC, CWGS Group, LLC (as guarantor), Manufacturers and Traders Trust Company, as administrative agent, and the other lenders party thereto

Camping World Holdings, Inc.

Amended and Restated Camping World Holdings, Inc.

2016 Incentive Award Plan

Amendment to the Amended and Restated Camping World Holdings, Inc.

2016 Incentive Award Plan

Camping World Holdings, Inc.

2 unchanged sentences

Director Stock Ownership Policy

Camping World Holdings, Inc.

Executive Officer Stock Ownership Policy

Form of Employee Stock Option Agreement

Incorporated by Reference

2 unchanged sentences

Filed/ Furnished Herewith

Camping World Holdings, Inc.

Executive Officer Stock Ownership Policy

Form of Employee Stock Option Agreement

Form of Employee Restricted Stock Unit Agreement

4 unchanged sentences

Lemonis effective January 1, 2025

Amended and Restated Employment Agreement with Brent L.

Moody effective as of July 1, 2024

Amended and Restated Employment Agreement with Karin L.

Bell effective as of July 1, 2024

Second Amended and Restated Employment Agreement with Marcus A.

Lemonis entered into as of December 7, 2025 and effective as of January 1, 2026

Amended and Restated Employment Agreement with Matthew D.

Wagner effective as of July 1, 2024

Second Amended and Restated Employment Agreement with Matthew D.

Wagner effective as of January 1, 2026

Amended and Restated Employment Agreement with Thomas E.

7 unchanged sentences

Power of Attorney

Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer

Incorporated by Reference

2 unchanged sentences

Filed/ Furnished Herewith

Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer

Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer

17 unchanged sentences

February 27, 2026

/s/ MARCUS A.

Chairman and Chief Executive Officer

/s/ MATTHEW D.

Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities set forth opposite to their names and on the dates indicated.

/s/ MARCUS A.

Chairman, Chief Executive Officer and Director (Principal Executive Officer)

/s/ MATTHEW D.

Chief Executive Officer and President and Director (Principal Executive Officer)

February 27, 2026

/s/ THOMAS E.

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Chief Financial Officer

February 27, 2026

(Principal Financial Officer and Principal Accounting Officer)

Chairman of the Board of Directors

Dillon Schickli

/s/ MARCUS A.

/s/ MATTHEW D.

February 27, 2026

1 unchanged sentence

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 9A. Controls and Procedures