Camping World Holdings, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Camping World Holdings, Inc. and Subsidiaries Consolidated Financial Statements Years Ended December 31, 2025, 2024, and 2023 Contents Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) 87 ​ ​ Consolidated Financial Statements ​ Consolidated Balance Sheets 91 Consolidated Statements of Operations 92 Consolidated Statements of Stockholders’ Equity 93 Consolidated Statements of Cash Flows 94 Notes to Consolidated Financial Statements 96 ​ ​ ​ ​ 86 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Camping World Holdings, Inc. and subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Camping World Holdings, Inc. 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 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 87 Table of Contents Revenue Recognition — Chargebacks related to Extended Service Contracts and Other Insurance Products - Refer to Note 1 to the consolidated financial statements Critical Audit Matter Description The Company acts as an agent in selling certain extended service contracts and other insurance products (“insurance product contracts”) with multi-year terms to customers on behalf of third-party insurance providers. 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 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 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 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. · 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 Critical Audit Matter Description 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 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 88 Table of Contents 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. How the Critical Audit Matter Was Addressed in the Audit 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, 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 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 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 89 Table of Contents 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 Chicago, Illinois February 27, 2026 ​ We have served as the Company's auditor since 2018. ​ ​ 90 Table of Contents Camping World Holdings, Inc. and Subsidiaries Consolidated Balance Sheets (In Thousands Except Per Share Amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2025 ​ 2024 Assets ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 215,043 ​ $ 208,422 Contracts in transit ​ ​ 53,327 ​ ​ 61,222 Accounts receivable, net ​ ​ 170,498 ​ ​ 120,412 Inventories ​ ​ 2,111,900 ​ ​ 1,821,837 Prepaid expenses and other assets ​ ​ 67,338 ​ ​ 58,045 Assets held for sale ​ ​ 175 ​ ​ 1,350 Total current assets ​ ​ 2,618,281 ​ ​ 2,271,288 ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ ​ 832,062 ​ ​ 846,760 Operating lease assets ​ ​ 790,974 ​ ​ 739,352 Deferred tax assets, net ​ ​ 1,426 ​ ​ 215,140 Intangible assets, net ​ ​ 15,824 ​ ​ 19,469 Goodwill ​ ​ 749,321 ​ ​ 734,023 Other assets ​ ​ 36,446 ​ ​ 37,245 Total assets ​ $ 5,044,334 ​ $ 4,863,277 Liabilities and stockholders' equity ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 147,707 ​ $ 145,346 Accrued liabilities ​ ​ 128,399 ​ ​ 118,557 Deferred revenues ​ ​ 90,456 ​ ​ 92,124 Current portion of operating lease liabilities ​ ​ 65,365 ​ ​ 61,993 Current portion of finance lease liabilities ​ ​ 8,820 ​ ​ 7,044 Current portion of Tax Receivable Agreement liability ​ ​ 1,416 ​ ​ — Current portion of long-term debt ​ ​ 57,939 ​ ​ 23,275 Notes payable – floor plan, net ​ ​ 1,603,645 ​ ​ 1,161,713 Other current liabilities ​ ​ 79,391 ​ ​ 70,900 Total current liabilities ​ ​ 2,183,138 ​ ​ 1,680,952 ​ ​ ​ ​ ​ ​ ​ Operating lease liabilities, net of current portion ​ ​ 804,167 ​ ​ 764,113 Finance lease liabilities, net of current portion ​ ​ 125,384 ​ ​ 131,004 Tax Receivable Agreement liability, net of current portion ​ ​ — ​ ​ 150,372 Long-term debt, net of current portion ​ ​ 1,413,618 ​ ​ 1,493,318 Deferred revenues ​ ​ 56,773 ​ ​ 63,642 Other long-term liabilities ​ ​ 89,455 ​ ​ 94,927 Total liabilities ​ ​ 4,672,535 ​ ​ 4,378,328 Commitments and contingencies ​ ​ ​ ​ ​ ​ Stockholders' equity: ​ ​ ​ ​ ​ ​ Preferred stock, par value $ 0.01 per share – 20,000 shares authorized; none issued and outstanding ​ ​ — ​ ​ — Class A common stock, par value $ 0.01 per share – 250,000 shares authorized; 63,437 and 62,502 shares issued and outstanding, respectively ​ ​ 634 ​ ​ 625 Class B common stock, par value $ 0.0001 per share – 75,000 shares authorized; 39,466 shares issued and outstanding ​ ​ 4 ​ ​ 4 Class C common stock, par value $ 0.0001 per share – 0.001 share authorized, issued and outstanding ​ ​ — ​ ​ — Additional paid-in capital ​ ​ 216,944 ​ ​ 193,692 Retained earnings ​ ​ 11,008 ​ ​ 132,241 Total stockholders' equity attributable to Camping World Holdings, Inc. ​ ​ 228,590 ​ ​ 326,562 Non-controlling interests ​ ​ 143,209 ​ ​ 158,387 Total stockholders' equity ​ ​ 371,799 ​ ​ 484,949 Total liabilities and stockholders' equity ​ $ 5,044,334 ​ $ 4,863,277 See accompanying Notes to Consolidated Financial Statements ​ 91 Table of Contents Camping World Holdings, Inc. and Subsidiaries Consolidated Statements of Operations (In Thousands Except Per Share Amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ 199,751 ​ $ 194,575 ​ $ 193,827 RV and Outdoor Retail ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ ​ 2,761,149 ​ ​ 2,825,640 ​ ​ 2,576,278 Used vehicles ​ ​ 1,970,224 ​ ​ 1,613,849 ​ ​ 1,979,632 Products, service and other ​ ​ 756,984 ​ ​ 820,111 ​ ​ 870,038 Finance and insurance, net ​ ​ 639,544 ​ ​ 599,718 ​ ​ 562,256 Good Sam Club ​ ​ 41,497 ​ ​ 46,081 ​ ​ 44,516 Subtotal ​ ​ 6,169,398 ​ ​ 5,905,399 ​ ​ 6,032,720 Total revenue ​ ​ 6,369,149 ​ ​ 6,099,974 ​ ​ 6,226,547 Costs applicable to revenue (exclusive of depreciation and amortization shown separately below): ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ ​ 84,201 ​ ​ 70,726 ​ ​ 59,391 RV and Outdoor Retail ​ ​ ​ ​ ​ ​ ​ ​ ​ New vehicles ​ ​ 2,396,241 ​ ​ 2,418,169 ​ ​ 2,175,819 Used vehicles ​ ​ 1,605,232 ​ ​ 1,317,152 ​ ​ 1,574,238 Products, service and other ​ ​ 401,598 ​ ​ 463,640 ​ ​ 533,625 Good Sam Club ​ ​ 4,725 ​ ​ 4,791 ​ ​ 4,825 Subtotal ​ ​ 4,407,796 ​ ​ 4,203,752 ​ ​ 4,288,507 Total costs applicable to revenue ​ ​ 4,491,997 ​ ​ 4,274,478 ​ ​ 4,347,898 Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general, and administrative ​ ​ 1,603,222 ​ ​ 1,573,117 ​ ​ 1,538,988 Depreciation and amortization ​ ​ 95,335 ​ ​ 81,190 ​ ​ 68,643 Long-lived asset impairment ​ ​ 1,237 ​ ​ 15,061 ​ ​ 9,269 Gain on lease termination and/or remeasurement ​ ​ ( 1,996 ) ​ ​ ( 2,297 ) ​ ​ ( 103 ) (Gain) loss on sale or disposal of assets ​ ​ ( 850 ) ​ ​ 9,855 ​ ​ ( 5,222 ) Total operating expenses ​ ​ 1,696,948 ​ ​ 1,676,926 ​ ​ 1,611,575 Income from operations ​ ​ 180,204 ​ ​ 148,570 ​ ​ 267,074 Other expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ Floor plan interest expense ​ ​ ( 76,786 ) ​ ​ ( 95,121 ) ​ ​ ( 83,075 ) Other interest expense, net ​ ​ ( 121,836 ) ​ ​ ( 140,444 ) ​ ​ ( 135,270 ) Tax Receivable Agreement liability adjustment ​ ​ 148,956 ​ ​ — ​ ​ 2,442 Other expense, net ​ ​ ( 10,379 ) ​ ​ ( 3,262 ) ​ ​ ( 1,769 ) Total other expense ​ ​ ( 60,045 ) ​ ​ ( 238,827 ) ​ ​ ( 217,672 ) Income (loss) before income taxes ​ ​ 120,159 ​ ​ ( 90,257 ) ​ ​ 49,402 Income tax (expense) benefit ​ ​ ( 225,797 ) ​ ​ 11,377 ​ ​ 3,527 Net (loss) income ​ ​ ( 105,638 ) ​ ​ ( 78,880 ) ​ ​ 52,929 Less: net (loss) income attributable to non-controlling interests ​ ​ 15,839 ​ ​ 40,243 ​ ​ ( 19,557 ) Net (loss) income attributable to Camping World Holdings, Inc. ​ $ ( 89,799 ) ​ $ ( 38,637 ) ​ $ 33,372 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) earnings per share of Class A common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ ( 1.43 ) ​ $ ( 0.80 ) ​ $ 0.75 Diluted ​ $ ( 1.43 ) ​ $ ( 0.80 ) ​ $ 0.57 Weighted average shares of Class A common stock outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 62,724 ​ ​ 48,005 ​ ​ 44,626 Diluted ​ ​ 62,724 ​ ​ 48,005 ​ ​ 84,972 ​ See accompanying Notes to Consolidated Financial Statements ​ ​ 92 Table of Contents Camping World Holdings, Inc. and Subsidiaries Consolidated Statements of Stockholders’ Equity (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ ​ ​ Non- ​ ​ ​ ​ ​ Class A Common Stock ​ Class B Common Stock ​ Class C Common Stock ​ Paid-In ​ Treasury Stock ​ Retained ​ Controlling ​ ​ ​ ​ ​ Shares ​ Amounts ​ Shares ​ Amounts ​ Shares ​ Amounts ​ Capital ​ Shares ​ Amounts ​ Earnings ​ Interest ​ Total Balance at January 1, 2023 ​ 47,571 ​ $ 476 ​ 41,466 ​ $ 4 ​ — ​ $ — ​ $ 146,920 ​ ( 5,130 ) ​ $ ( 179,732 ) ​ $ 229,086 ​ $ 99,856 ​ $ 296,610 Stock-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 9,458 ​ — ​ ​ — ​ ​ — ​ ​ 11,391 ​ ​ 20,849 Exercise of stock options ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 238 ) ​ 18 ​ ​ 627 ​ ​ — ​ ​ — ​ ​ 389 Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 485 ) ​ — ​ ​ — ​ ​ — ​ ​ 161 ​ ​ ( 324 ) Vesting of restricted stock units ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 25,080 ) ​ 844 ​ ​ 29,542 ​ ​ — ​ ​ ( 4,024 ) ​ ​ 438 Repurchases of Class A common stock for withholding taxes on vested RSUs ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 3,016 ​ ( 283 ) ​ ​ ( 9,877 ) ​ ​ — ​ ​ — ​ ​ ( 6,861 ) Redemption of LLC common units for Class A common stock ​ 2,000 ​ ​ 20 ​ ( 2,000 ) ​ ​ — ​ — ​ ​ — ​ ​ 1,169 ​ — ​ ​ — ​ ​ — ​ ​ ( 4,739 ) ​ ​ ( 3,550 ) Distributions to holders of LLC common units ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 31,510 ) ​ ​ ( 31,510 ) Dividends (1) ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 66,831 ) ​ ​ — ​ ​ ( 66,831 ) Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 4,164 ) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 4,164 ) Non-controlling interest adjustment ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 1,069 ​ — ​ ​ — ​ ​ — ​ ​ ( 1,069 ) ​ ​ — Net income ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ 33,372 ​ ​ 19,557 ​ ​ 52,929 Balance at December 31, 2023 ​ 49,571 ​ $ 496 ​ 39,466 ​ $ 4 ​ — ​ $ — ​ $ 131,665 ​ ( 4,551 ) ​ $ ( 159,440 ) ​ $ 195,627 ​ $ 89,623 ​ $ 257,975 Public offering of Class A common stock, net of underwriting discounts and commissions ​ 12,601 ​ ​ 126 ​ — ​ ​ — ​ — ​ ​ — ​ ​ 185,080 ​ 4,229 ​ ​ 148,150 ​ ​ — ​ ​ — ​ ​ 333,356 Offering costs related to public offering of Class A common stock ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 980 ) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 980 ) Non-controlling interest adjustment for capital contribution of proceeds from the public offering of Class A common stock ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 118,798 ) ​ — ​ ​ — ​ ​ — ​ ​ 118,798 ​ ​ — Stock-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 11,764 ​ — ​ ​ — ​ ​ — ​ ​ 9,842 ​ ​ 21,606 Exercise of stock options ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 345 ) ​ 25 ​ ​ 894 ​ ​ — ​ ​ — ​ ​ 549 Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 239 ) ​ — ​ ​ — ​ ​ — ​ ​ 239 ​ ​ — Vesting of restricted stock units ​ 280 ​ ​ 3 ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 13,097 ) ​ 437 ​ ​ 15,320 ​ ​ — ​ ​ ( 2,226 ) ​ ​ — Repurchases of Class A common stock for withholding taxes on vested RSUs ​ ( 99 ) ​ ​ ( 1 ) ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 487 ) ​ ( 140 ) ​ ​ ( 4,924 ) ​ ​ — ​ ​ — ​ ​ ( 5,412 ) Redemption of LLC common units for Class A common stock ​ 149 ​ ​ 1 ​ — ​ ​ — ​ — ​ ​ — ​ ​ 1,531 ​ — ​ ​ — ​ ​ — ​ ​ ( 682 ) ​ ​ 850 Distributions to holders of LLC common units ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 18,682 ) ​ ​ ( 18,682 ) Dividends (1) ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 24,749 ) ​ ​ — ​ ​ ( 24,749 ) Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 684 ) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 684 ) Non-controlling interest adjustment ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 1,718 ) ​ — ​ ​ — ​ ​ — ​ ​ 1,718 ​ ​ — Net income ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 38,637 ) ​ ​ ( 40,243 ) ​ ​ ( 78,880 ) Balance at December 31, 2024 ​ 62,502 ​ $ 625 ​ 39,466 ​ $ 4 ​ — ​ $ — ​ $ 193,692 ​ — ​ $ — ​ $ 132,241 ​ $ 158,387 ​ $ 484,949 Stock-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 23,404 ​ — ​ ​ — ​ ​ — ​ ​ 14,874 ​ ​ 38,278 Vesting of restricted stock units ​ 1,263 ​ ​ 12 ​ — ​ ​ — ​ — ​ ​ — ​ ​ 3,713 ​ — ​ ​ — ​ ​ — ​ ​ ( 3,725 ) ​ ​ — Repurchases of Class A common stock for withholding taxes on vested RSUs ​ ( 460 ) ​ ​ ( 4 ) ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 6,032 ) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 6,036 ) Stock award to employee ​ 217 ​ ​ 2 ​ — ​ ​ — ​ — ​ ​ — ​ ​ 564 ​ — ​ ​ — ​ ​ — ​ ​ ( 566 ) ​ ​ — Repurchases of Class A common stock for withholding taxes on stock award to employee ​ ( 85 ) ​ ​ ( 1 ) ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 854 ) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 855 ) Distributions to holders of LLC common units ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 7,465 ) ​ ​ ( 7,465 ) Dividends (1) ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 31,434 ) ​ ​ — ​ ​ ( 31,434 ) Non-controlling interest adjustment ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 2,457 ​ — ​ ​ — ​ ​ — ​ ​ ( 2,457 ) ​ ​ — Net (loss) income ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 89,799 ) ​ ​ ( 15,839 ) ​ ​ ( 105,638 ) Balance at December 31, 2025 ​ 63,437 ​ $ 634 ​ 39,466 ​ $ 4 ​ — ​ $ — ​ $ 216,944 ​ — ​ $ — ​ $ 11,008 ​ $ 143,209 ​ $ 371,799 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) The Company declared dividends per share of Class A common stock of $ 0.50 , $ 0.50 and $ 1.50 per share in 2025, 2024, and 2023, respectively. ​ See accompanying Notes to Consolidated Financial Statements ​ ​ 93 Table of Contents Camping World Holdings, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ Operating activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income ​ $ ( 105,638 ) ​ $ ( 78,880 ) ​ $ 52,929 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustments to reconcile net (loss) income to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 95,335 ​ ​ 81,190 ​ ​ 68,643 ​ Stock-based compensation ​ ​ 44,278 ​ ​ 21,585 ​ ​ 24,086 ​ Gain on lease termination and/or remeasurement ​ ​ ( 2,573 ) ​ ​ ( 6,813 ) ​ ​ ( 103 ) ​ Long-lived asset impairment ​ ​ 1,237 ​ ​ 15,061 ​ ​ 9,269 ​ (Gain) loss on sale or disposal of assets ​ ​ ( 850 ) ​ ​ 9,855 ​ ​ ( 5,222 ) ​ Provision for credit losses ​ ​ 5,618 ​ ​ 754 ​ ​ ( 892 ) ​ Noncash lease expense ​ ​ 59,527 ​ ​ 56,685 ​ ​ 61,045 ​ Accretion of original debt issuance discount ​ ​ 2,607 ​ ​ 2,416 ​ ​ 2,207 ​ Noncash interest ​ ​ 4,319 ​ ​ 3,109 ​ ​ 2,846 ​ Deferred income taxes ​ ​ 213,714 ​ ​ ( 12,946 ) ​ ​ ( 14,208 ) ​ Tax Receivable Agreement liability adjustment ​ ​ ( 148,956 ) ​ ​ — ​ ​ ( 2,442 ) ​ Change in assets and liabilities, net of acquisitions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Receivables and contracts in transit ​ ​ ( 3,413 ) ​ ​ 10,173 ​ ​ ( 23,957 ) ​ Inventories ​ ​ ( 222,853 ) ​ ​ 228,024 ​ ​ 200,940 ​ Prepaid expenses and other assets ​ ​ ( 11,217 ) ​ ​ ( 9,824 ) ​ ​ 16,070 ​ Accounts payable and other accrued expenses ​ ​ 4,940 ​ ​ ( 8,908 ) ​ ​ 287 ​ Payment pursuant to Tax Receivable Agreement ​ ​ — ​ ​ ( 13,350 ) ​ ​ ( 10,937 ) ​ Deferred revenues ​ ​ ( 8,537 ) ​ ​ ( 3,380 ) ​ ​ ( 6,796 ) ​ Operating lease liabilities ​ ​ ( 63,328 ) ​ ​ ( 59,150 ) ​ ​ ( 60,033 ) ​ Other, net ​ ​ 3,805 ​ ​ 9,558 ​ ​ ( 2,925 ) ​ Net cash (used in) provided by operating activities ​ ​ ( 131,985 ) ​ ​ 245,159 ​ ​ 310,807 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Purchases of property and equipment ​ ​ ( 129,442 ) ​ ​ ( 90,837 ) ​ ​ ( 131,080 ) ​ Proceeds from sale or disposal of property and equipment ​ ​ 7,152 ​ ​ 4,025 ​ ​ 3,204 ​ Purchases of real property ​ ​ ( 122,842 ) ​ ​ ( 9,602 ) ​ ​ ( 67,194 ) ​ Proceeds from the sale or disposal of real property ​ ​ 130,624 ​ ​ 58,153 ​ ​ 40,785 ​ Purchases of businesses, net of cash acquired ​ ​ ( 81,203 ) ​ ​ ( 72,323 ) ​ ​ ( 209,459 ) ​ Proceeds from divestiture of business ​ ​ 11,027 ​ ​ 19,957 ​ ​ — ​ Purchases of other investments ​ ​ ( 16,918 ) ​ ​ — ​ ​ ( 3,444 ) ​ Proceeds from other investments ​ ​ 440 ​ ​ — ​ ​ — ​ Purchases of intangible assets ​ ​ — ​ ​ ( 143 ) ​ ​ ( 2,218 ) ​ Proceeds from sale of intangible assets ​ ​ — ​ ​ 2,595 ​ ​ — ​ Net cash used in investing activities ​ $ ( 201,162 ) ​ $ ( 88,175 ) ​ $ ( 369,406 ) ​ ​ ​ 94 Table of Contents Camping World Holdings, Inc. and Subsidiaries Consolidated Statements of Cash Flows (continued) (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ Financing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Proceeds from long-term debt ​ ​ — ​ ​ 55,624 ​ ​ 59,227 ​ Payments on long-term debt ​ ​ ( 49,920 ) ​ ​ ( 80,939 ) ​ ​ ( 38,958 ) ​ Net proceeds (payments) on notes payable – floor plan, net ​ ​ 444,761 ​ ​ ( 217,857 ) ​ ​ 59,280 ​ Borrowings on revolving line of credit ​ ​ — ​ ​ 43,000 ​ ​ — ​ Payments on revolving line of credit ​ ​ — ​ ​ ( 63,885 ) ​ ​ — ​ Payments on finance leases ​ ​ ( 8,353 ) ​ ​ ( 7,485 ) ​ ​ ( 5,497 ) ​ Payments on sale-leaseback arrangement ​ ​ ( 202 ) ​ ​ ( 198 ) ​ ​ ( 187 ) ​ Payment of debt issuance costs ​ ​ ( 56 ) ​ ​ ( 1,123 ) ​ ​ ( 937 ) ​ Payments on contingent consideration ​ ​ ( 100 ) ​ ​ — ​ ​ — ​ Proceeds from issuance of Class A common stock sold in a public offering, net of underwriter discounts and commissions ​ ​ — ​ ​ 333,356 ​ ​ — ​ Payments of stock offering costs ​ ​ ( 572 ) ​ ​ ( 408 ) ​ ​ — ​ Dividends on Class A common stock ​ ​ ( 31,434 ) ​ ​ ( 24,749 ) ​ ​ ( 66,831 ) ​ Proceeds from exercise of stock options ​ ​ — ​ ​ 549 ​ ​ 389 ​ RSU shares withheld for tax ​ ​ ( 6,036 ) ​ ​ ( 5,412 ) ​ ​ ( 6,861 ) ​ Stock award shares withheld for tax ​ ​ ( 855 ) ​ ​ — ​ ​ — ​ Distributions to holders of LLC common units ​ ​ ( 7,465 ) ​ ​ ( 18,682 ) ​ ​ ( 31,510 ) ​ Net cash provided by (used in) financing activities ​ ​ 339,768 ​ ​ 11,791 ​ ​ ( 31,885 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase (decrease) in cash and cash equivalents ​ ​ 6,621 ​ ​ 168,775 ​ ​ ( 90,484 ) ​ Cash and cash equivalents at beginning of the period ​ ​ 208,422 ​ ​ 39,647 ​ ​ 130,131 ​ Cash and cash equivalents at end of the period ​ $ 215,043 ​ $ 208,422 ​ $ 39,647 ​ ​ See accompanying Notes to Consolidated Financial Statements ​ 95 Table of Contents Camping World Holdings, Inc. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2025 1. Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Camping World Holdings, Inc. (“CWH”) and its subsidiaries (collectively, the “Company”) and are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation. CWH was formed on March 8, 2016 as a Delaware corporation for the purpose of facilitating an initial public offering (the “IPO”) and other related transactions in order to carry on the business of CWGS Enterprises, LLC (“CWGS, LLC”). CWGS, LLC was formed in March 2011 when it received, through contribution from its then parent company, all of the membership interests of Affinity Group Holding, LLC and FreedomRoads Holding Company, LLC (“FreedomRoads”). The IPO and related reorganization transactions that occurred on October 6, 2016 resulted in CWH as the sole managing member of CWGS, LLC, with CWH having sole voting power in and control of the management of CWGS, LLC (see Note 19 — Stockholders’ Equity). As of December 31, 2025, 2024, and 2023, CWH owned 61.4 %, 61.0 % and 52.9 %, respectively, of CWGS, LLC. 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 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 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. The Company has the following two reportable segments: (i) Good Sam Services and Plans and (ii) RV and Outdoor Retail. See Note 23 – Segments Information for further information about the Company’s segments. Within the Good Sam Services and Plans segment, the Company primarily derives revenue from the sale of the following offerings: emergency roadside assistance plans; commissions on property and casualty insurance programs; travel assist programs; extended vehicle service contracts; vehicle financing and refinancing assistance; and consumer publications and directories. Within the RV and Outdoor Retail segment, the Company primarily derives revenue from the sale of new and used RVs; commissions on the finance and insurance contracts related to the sale of RVs; the sale of RV service and collision work; the sale of RV parts, accessories, and supplies; the sale of outdoor products, equipment, gear and supplies; and the sale of Good Sam Club memberships and co-branded credit cards. 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. Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. 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 materiality. 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 96 Table of Contents 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, 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 The Company considers all short-term, highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. The carrying amount approximates fair value because of the short-term maturity of these instruments. Outstanding checks that are in excess of the cash balances at certain banks are included in accrued liabilities in the accompanying consolidated balance sheets, and changes in the amounts are reflected in operating cash flows in the accompanying consolidated statement of cash flows. Contracts in Transit, Accounts Receivable and Current Expected Credit Losses Contracts in transit consist of amounts due from non-affiliated financing institutions on retail finance contracts from vehicle sales for the portion of the vehicle sales price financed by the Company’s customers. These retail installment sales contracts are typically funded within ten days of the initial approval of the retail installment sales contract by the third-party lender. Accounts receivable are stated at realizable value, net of an allowance for credit losses. 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. The Company regularly reviews the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, customer creditworthiness, current economic trends, and reasonable and supportable forecasts about the future. 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 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 and notes receivables: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2025 ​ ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts ​ ​ Notes ​ ​ ​ ​ ​ Accounts ($ in thousands) ​ ​ ​ ​ Receivable ​ ​ Receivable ​ ​ Total ​ ​ Receivable Allowance for credit losses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, beginning of period ​ $ 2,748 ​ $ — ​ $ 2,748 ​ $ 2,978 Charged to bad debt expense ​ ​ 1,461 ​ ​ 4,157 ​ ​ 5,618 ​ ​ 754 Deductions (1) ​ ​ ( 787 ) ​ ​ ( 1,000 ) ​ ​ ( 1,787 ) ​ ​ ( 984 ) Balance, end of period ​ $ 3,422 ​ $ 3,157 ​ $ 6,579 ​ $ 2,748 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) These amounts primarily relate to the write off of uncollectable accounts after collection efforts have been exhausted. 97 Table of Contents Concentration of Credit Risk The Company’s most significant industry concentration of credit risk is with financial institutions from which the Company has recorded receivables and contracts in transit. These financial institutions provide financing to the Company’s customers for the purchase of a vehicle in the normal course of business. 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 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. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and their geographic dispersion. Inventories New and used RV inventories consist primarily of new and used recreational vehicles held for sale valued using the specific-identification method and valued at the lower of cost or net realizable value. Cost includes purchase costs, reconditioning costs, dealer-installed accessories, freight, and rebates. For vehicles accepted in trades, the cost is the fair value of such used vehicles at the time of the trade-in plus reconditioning costs. 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. Assets Held for Sale The Company continually evaluates its portfolio for non-strategic assets and classifies assets and liabilities to be sold (“Disposal Group”) as held for sale in the period in which all specified GAAP criteria are met. Upon determining that a Disposal Group meets the criteria to be classified as held for sale, but does not meet the criteria for discontinued operations, the Company reports the assets and liabilities of the Disposal Group, if material, as separate line items on the consolidated balance sheets and ceases to record depreciation and amortization relating to the Disposal Group. The Company initially measures a Disposal Group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a Disposal Group until the date of sale. The estimated fair value for Disposal Groups comprised of properties are typically based on appraisals and/or offers from prospective buyers. Property and Equipment, net Property and equipment is recorded at historical cost, net of accumulated depreciation and amortization, and, if applicable, impairment charges. Depreciation of property and equipment is provided using the straight-line method over the following estimated useful lives of the assets: ​ ​ ​ ​ ​ ​ ​ ​ Years Building and improvements ​ 5 - 40 Leasehold improvements ​ 3 - 40 Furniture, fixtures and equipment ​ 3 - 12 Software ​ 3 - 5 ​ Leasehold improvements are amortized over the useful lives of the assets or the remaining term of the respective lease, whichever is shorter. 98 Table of Contents Leases Leases are recorded in accordance with Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”) (see Note 11 — Lease Obligations). The Company leases property and equipment throughout the United States primarily under finance and operating leases. For leases with initial lease terms at commencement that are greater than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. Many of the Company’s leases include rental escalation clauses, renewal options and/or termination options that are factored into the determination of lease payments when appropriate. The Company aggregates non-lease components with the related lease components when evaluating the accounting treatment for property, equipment, and billboard leases. Many of the Company’s lease agreements include fixed rental payments. Certain of its lease agreements include fixed rental payments that are adjusted periodically for changes in the Consumer Price Index (“CPI”). Payments based on a change in an index or a rate, rather than a specified index or rate, are not considered in the determination of lease payments for purposes of measuring the related lease liability. While lease liabilities are not remeasured as a result of changes to the CPI, changes to the CPI are typically treated as variable lease payments and recognized in the period in which the obligation for those payments is incurred. Common area maintenance, property tax, and insurance associated with triple net leases, as well as payments based on revenue generated at certain leased locations, are included in variable lease costs, but are not included in the measurement of the lease liability. Most of the Company’s real estate leases include one or more options to renew , with renewal terms that can extend the lease term from one to five years or more. The exercise of lease renewal options is at the Company’s sole discretion. If it is reasonably certain that the Company will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of the operating lease assets and operating lease liabilities. The depreciable life of assets and leasehold improvements are limited to the shorter of the lease term or useful life if there is a transfer of title or purchase option reasonably certain of exercise. The Company cannot readily determine the rate implicit in its leases. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The Company estimates its incremental borrowing rate using a yield curve based on the credit rating of its collateralized debt and maturities that are commensurate with the lease term at the applicable commencement or remeasurement date. Goodwill and Other Intangible Assets Goodwill is evaluated for impairment on an annual basis as of the beginning of the fourth quarter, or more frequently if events or changes in circumstances indicate that the Company’s goodwill might be impaired. The Company has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount or the Company elects to not perform a qualitative analysis, then it is required to perform a quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the Company records an impairment of goodwill equal to the amount that the carrying amount of a reporting unit exceeds its fair value. (see Note 8 – Goodwill and Intangible Assets). Finite-lived intangibles are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. Long-Lived Assets Long-lived assets are included in property and equipment, which also includes capitalized software costs to be held and used. For the Company’s major software systems, such as its accounting and membership systems, its capitalized costs may include some internal or external costs to configure, install and test the software during the application development stage. The Company does not capitalize preliminary project costs, nor does it capitalize training, data conversion costs, maintenance or post development stage costs. The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances 99 Table of Contents 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 leased properties or furniture, equipment, land, and buildings for owned properties. 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. The impairment charge is allocated to the individual long-lived assets within an asset group; however, an individual long-lived asset is not impaired below its individual fair value, if readily determinable. The measurement of any impairment loss includes estimation of the fair value of the asset group’s respective operating lease assets, which includes estimates of market rental rates based on comparable lease transactions. Long-Term Debt The fair value of the Company’s long-term debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered for debt of the same or similar remaining maturities. Revenue Recognition Revenues are recognized by the Company when control of the promised goods or services is transferred to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales and other taxes collected from the customer concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative stand-alone selling price. The Company generally determines stand-alone selling prices based on the prices charged to customers or using the adjusted market assessment approach. The Company presents disaggregated revenue on its consolidated statements of operations. The Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period of time between payment and transfer of the promised goods or services will be one year or less. The Company expenses sales commissions when incurred in cases where the amortization period of those otherwise capitalized sales commissions would have been one year or less. The Company does not disclose the value of unsatisfied performance obligations for revenue streams for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. The Company accounts for shipping and handling as activities to fulfill the promise to transfer the good to the customer and does not evaluate whether shipping and handling is a separate performance obligation. Good Sam 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. RA claim expenses are recognized when incurred. Marketing fees for finance, insurance, extended service and other similar products are recognized as variable consideration, net of estimated cancellations, if applicable, when a product contract payment has been received or financing has been arranged. These marketing fees are recorded net as the Company acts as an agent in the transaction. The related estimate for cancellations on the marketing fees for multi-year finance and insurance products utilize actuarial analysis to estimate the exposure. Promotional expenses consist primarily of direct mail advertising expenses and renewal expenses and are expensed at the time related materials are mailed. Newsstand sales of publications and related expenses are recorded as variable consideration at the time of delivery, net of estimated returns. Subscription sales of publications are reflected in income over the lives of the subscriptions. The related selling expenses are expensed as incurred. Advertising revenues and related expenses are recorded at the time of delivery. 100 Table of Contents New and Used Vehicles RV vehicle revenue consists of sales of new and used recreational vehicles, sales of RV parts and services, and commissions on the related finance and insurance contracts. Revenue from the sale of recreational vehicles is recognized upon completion of the sale to the customer. 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 Revenue from RV-related parts, service and other products sales is recognized over time as work is completed, and when parts or other products are delivered to the Company’s customers. For service and parts revenues recorded over time, the Company utilizes a method that considers total costs incurred to date and the applicable margin in relation to total expected efforts to complete our performance obligation in order to determine the appropriate amount of revenue to recognize over time. The remaining RV and Outdoor retail revenue consists of sales of products, service and other, including RV accessories and supplies; outdoor products, equipment, gear and supplies; and, prior to the divestiture of 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), the distribution of RV furniture. Revenue from products, service and other is recognized over time as work is completed, and when parts or other products are delivered to the Company’s customers. E-commerce sales are recognized when the product is shipped and recorded as variable consideration, which is net of anticipated merchandise returns that reduce revenue and cost of sales in the period that the related sales are recorded. When points are awarded to customers under the Good Sam Club program for purchases of products or services, a portion of the product or service revenue is allocated to the points liability based on the relative standalone selling price of the points, net of estimated breakage. 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 expire twelve months after the date that they are credited to a customer’s account. Finance and Insurance, net Finance and insurance revenue is recorded net, since the Company is acting as an agent in the transaction, and is recognized when a finance and insurance product contract payment has been received or financing has been arranged. The proceeds the Company receives for arranging financing contracts, selling extended service contracts, and selling other insurance products, are subject to chargebacks if the customer terminates the respective contract earlier than a stated period. In the case of insurance products and extended service contracts, the stated period typically extends from one to seven years with the refundable revenue declining over the contract term. These proceeds are recorded as variable consideration, net of estimated chargebacks. Chargebacks are estimated based on ultimate future cancellation rates by product type and year sold using a combination of actuarial methods and leveraging the Company’s historical experience from the past ten years , adjusted for new consumer trends. The chargeback liabilities included in the estimate of variable consideration totaled $ 70.4 million and $ 65.4 million as of December 31, 2025 and December 31, 2024, respectively, which are recorded as part of other current liabilities and other long-term liabilities on the Company’s consolidated balance sheets. Good Sam Club Good Sam Club revenue consists of revenue from club membership fees and royalty fees from co-branded credit cards. 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 101 Table of Contents period. 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. 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. When points are awarded to cardholders under the co-branded credit card program relating to sign-up or card activity, a portion of the revenue from the third-party credit card provider is allocated to the points liability based on the relative standalone selling price of the points, net of estimated breakage. The resulting point liability is deferred until the revenue is recognized (i) when the points are redeemed by the cardholder as a reduction of the purchase price of future purchases of the Company’s products or services, (ii) as a credit to their credit card balance, (iii) or 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. Advertising Expenses Advertising expenses are expensed as incurred. Advertising expenses for the years ended December 31, 2025, 2024 and 2023 were $ 131.2 million, $ 127.0 million and $ 101.1 million, respectively. Advertising expenses relating to RV and Outdoor Retail segment were included in selling, general and administrative expenses in the consolidated statements of operations. Advertising expenses relating to the Good Sam Services and Plans segment were included in costs applicable to revenues in the consolidated statements of operations, since, by the nature of those revenue streams, they are integral to the generation of those revenues. Vendor Allowances As a component of the Company’s consolidated procurement program, the Company frequently enters into contracts with vendors that provide for payments of rebates or other allowances. These vendor payments are reflected in the carrying value of the inventory when earned or as progress is made toward earning the rebate or allowance and as a component of cost of sales as the inventory is sold. Certain of these vendor contracts provide for rebates and other allowances that are contingent upon the Company meeting specified performance measures such as a cumulative level of purchases over a specified period of time. Such contingent rebates and other allowances are given accounting recognition at the point at which achievement of the specified performance measures are deemed to be probable and reasonably estimable. Shipping and Handling Fees and Costs The Company reports shipping and handling costs billed to customers as a component of revenues, and related costs are reported as a component of costs applicable to revenues. For the years ended December 31, 2025, 2024, and 2023, $ 1.8 million, $ 2.9 million, and $ 4.4 million of shipping and handling fees, respectively, were included in the RV and Outdoor Retail segment as revenue. Income Taxes The Company recognizes deferred tax assets and liabilities based on the asset and liability method, which requires an adjustment to the deferred tax asset or liability to reflect income tax rates currently in effect. 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. 102 Table of Contents The Company recognizes the tax benefit from an uncertain tax position in accordance with accounting guidance on accounting for uncertainty in income taxes. The Company classifies interest and penalties relating to income taxes as income tax expense. See Note 12 — Income Taxes for additional information. Seasonality The Company has experienced, and expects to continue to experience, variability in revenue, net income, and cash flows as a result of annual seasonality in its business. Because RVs are used primarily by vacationers and campers, demand for services, protection plans, products, and resources generally declines during the winter season, while sales and profits are generally highest during the spring and summer months. In addition, unusually severe weather conditions in some geographic areas may impact demand. The Company generates a disproportionately higher amount of its annual revenue in its second and third fiscal quarters, which include the spring and summer months. The Company incurs additional expenses in the second and third fiscal quarters due to higher sale volumes, increased staffing in its store locations and program costs. If, for any reason, the Company miscalculates the demand for its products or its product mix during the second and third fiscal quarters, its sales in these quarters could decline, resulting in higher labor costs as a percentage of gross profit, lower margins and excess inventory, which could cause the Company’s annual results of operations to suffer and its stock price to decline. 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, 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 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 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): Disaggregation of Income Statement Expenses. This ASU requires that at each interim and annual reporting period entities present a new tabular disclosure in the notes to the financial statements, presenting disaggregation of the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion. Furthermore, the ASU requires entities to include certain amounts that are already required to be disclosed under GAAP in the same disclosure as other disaggregation requirements and disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. Additionally, entities are required to disclose the total amount of selling expenses and, in annual reporting period, an entity’s definition of selling expenses. The standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years 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. 103 Table of Contents 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. ​ 2. Revenue Contract Assets and Capitalized Costs to Acquire a Contract 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. 104 Table of Contents Deferred Revenues 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 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 as of December 31, 2025 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ($ in thousands) ​ ​ ​ December 31, 2025 2026 ​ ​ ​ $ 90,456 2027 ​ ​ 28,867 2028 ​ ​ 14,199 2029 ​ ​ 7,942 2030 ​ ​ 3,775 Thereafter ​ ​ 1,990 ​ ​ $ 147,229 ​ ​ ​ ​ ​ The Company’s payment terms vary by the type and location of its customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. 3. Accounts Receivable Accounts receivable consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ December 31, ​ ​ ​ December 31, ($ in thousands) ​ 2025 ​ 2024 ​ 2023 Good Sam Services and Plans ​ $ 15,313 ​ $ 14,373 ​ $ 17,589 RV and Outdoor Retail ​ ​ ​ ​ ​ ​ ​ ​ ​ New and used vehicles ​ ​ 2,868 ​ ​ 2,310 ​ ​ 2,830 Parts, service and other ​ ​ 30,750 ​ ​ 34,210 ​ ​ 35,748 Trade accounts receivable ​ ​ 40,906 ​ ​ 38,313 ​ ​ 27,773 Due from manufacturers ​ ​ 25,209 ​ ​ 22,008 ​ ​ 37,190 Escrow receivable from sale of real property ​ ​ 45,249 ​ ​ — ​ ​ — Other ​ ​ 13,625 ​ ​ 11,946 ​ ​ 9,365 Corporate ​ ​ — ​ ​ — ​ ​ 553 ​ ​ ​ 173,920 ​ ​ 123,160 ​ ​ 131,048 Allowance for credit losses ​ ​ ( 3,422 ) ​ ​ ( 2,748 ) ​ ​ ( 2,978 ) ​ ​ $ 170,498 ​ $ 120,412 ​ $ 128,070 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 105 Table of Contents ​ 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. ​ ​ 4. Inventories and Floor Plan Payables Inventories consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ($ in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Good Sam services and plans ​ $ 349 ​ $ 263 New RVs ​ ​ 1,421,435 ​ ​ 1,241,533 Used RVs ​ ​ 530,861 ​ ​ 413,546 Products, parts, accessories and other ​ ​ 159,255 ​ ​ 166,495 ​ ​ $ 2,111,900 ​ $ 1,821,837 ​ ​ ​ ​ ​ ​ ​ ​ 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. 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. The Floor Plan Lenders are not under any obligation to provide commitments in respect of any future increase under the accordion feature. As of December 31, 2025 and 2024, the applicable interest rate for the floor plan notes payable under the Floor Plan Facility was 5.89 % and 6.72 %, respectively. As of December 31, 2025, 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, 2025 and 2024. As of December 106 Table of Contents 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 as of December 31, 2025 and 2024. 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. 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. As a result of using the FLAIR offset account, the Company experiences a reduction in floor plan interest expense in its consolidated statements of operations. As of December 31, 2025 and 2024, FR had $ 25.1 million and $ 79.5 million, respectively, in the FLAIR offset account. The maximum FLAIR percentage of outstanding floor plan borrowings is 35 % 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. 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 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 as of December 31, 2025 and 2024. The following table details the outstanding amounts and available borrowings under the Floor Plan Facility: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ($ in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Floor Plan Facility: ​ ​ ​ ​ ​ ​ Notes payable — floor plan: ​ ​ ​ ​ ​ ​ Total commitment ​ $ 2,150,000 ​ $ 1,850,000 Less: borrowings, net of FLAIR offset account ​ ​ ( 1,603,645 ) ​ ​ ( 1,161,713 ) Less: FLAIR offset account (1) ​ ​ ( 25,117 ) ​ ​ ( 79,472 ) Additional borrowing capacity ​ ​ 521,238 ​ ​ 608,815 Less: short-term payable for sold inventory (2) ​ ​ ( 35,981 ) ​ ​ ( 33,152 ) Less: purchase commitments (3) ​ ​ ( 26,841 ) ​ ​ ( 9,340 ) Unencumbered borrowing capacity ​ $ 458,416 ​ $ 566,323 ​ ​ ​ ​ ​ ​ ​ Revolving line of credit ​ $ 70,000 ​ $ 70,000 Less: borrowings ​ ​ - ​ ​ - Additional borrowing capacity ​ $ 70,000 ​ $ 70,000 ​ ​ ​ ​ ​ ​ ​ Letters of credit: ​ ​ ​ ​ ​ ​ Total commitment ​ $ 45,000 ​ $ 30,000 Less: outstanding letters of credit ​ ​ ( 15,414 ) ​ ​ ( 14,300 ) Additional letters of credit capacity ​ $ 29,586 ​ $ 15,700 ​ ​ (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. (2) The short-term payable represents the amount due for sold inventory. 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‒ 107 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ Year Ended ($ in thousands) ​ December 31, 2025 Notes payable - floor plan, net, beginning of year ​ $ 1,161,713 Add: FLAIR offset account, beginning of year ​ ​ 79,472 Add: short-term payable for sold inventory, beginning of year ​ ​ 33,152 Confirmed obligations outstanding, beginning of year ​ ​ 1,274,337 Add: new obligations confirmed during the period ​ ​ 2,779,918 Less: confirmed obligations paid during the period ​ ​ ( 2,389,512 ) Confirmed obligations outstanding, end of period ​ ​ 1,664,743 Less: FLAIR offset account, end of period ​ ​ ( 25,117 ) Less: short-term payable for sold inventory, end of period ​ ​ ( 35,981 ) Notes payable - floor plan, net, end of period ​ $ 1,603,645 ​ ​ ​ ​ ​ ​ ​ 5. Restructuring and Long-Lived Asset Impairment Restructuring – 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. During the year ended December 31, 2021, the Company completed its analysis of its retail product offerings that were not RV-related. As of December 31, 2021, the activities under the 2019 Strategic Shift were completed with the exception of certain lease termination costs and other associated costs relating to the leases of previously closed locations under the 2019 Strategic Shift. The process of identifying subtenants and negotiating lease terminations has been delayed, which initially was in part due to the COVID-19 pandemic. The timing of these negotiations will vary as both subleases and terminations are contingent on landlord approvals. The Company expects that the ongoing lease-related costs relating to the 2019 Strategic Shift, net of associated sublease income, will be less than $ 3.0 million per year. As of December 31, 2025, the Company had incurred total restructuring costs associated with the 2019 Strategic Shift of $ 130.0 million. The breakdown of these costs is as follows: ● one-time employee termination benefits relating to retail store or distribution center closures/divestitures of $ 1.2 million; ● lease termination costs of $ 23.1 million; ● incremental inventory reserve charges of $ 57.4 million; and ● other associated costs of $ 48.3 million. 108 Table of Contents The following table details the costs incurred associated with the 2019 Strategic Shift for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ($ in thousands) ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ 2019 Strategic Shift restructuring costs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease termination costs (1) ​ ​ — ​ ​ ( 1,575 ) ​ ​ — ​ Other associated costs (2) ​ ​ 2,025 ​ ​ 3,368 ​ ​ 3,965 ​ Total 2019 Strategic Shift restructuring costs ​ $ 2,025 ​ $ 1,793 ​ $ 3,965 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) These costs were included in lease termination charges in the consolidated statements of operations. This reflects termination fees paid, net of any gain from derecognition of the related operating lease assets and liabilities. (2) Other associated costs primarily represent lease and other operating expenses incurred during the post-close wind-down period for the locations related to the 2019 Strategic Shift. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease ​ ​ ​ Other ​ ​ ​ ​ ​ ​ Termination ​ ​ ​ Associated ​ ​ ​ ​ ($ in thousands) ​ Costs ​ ​ ​ Costs (1) ​ ​ ​ Total Balance at December 31, 2022 ​ $ — ​ $ 869 ​ $ 869 Charged to expense ​ ​ — ​ ​ 3,965 ​ ​ 3,965 Paid or otherwise settled ​ ​ — ​ ​ ( 3,676 ) ​ ​ ( 3,676 ) Balance at December 31, 2023 ​ ​ — ​ ​ 1,158 ​ ​ 1,158 Charged to expense ​ ​ 1,860 ​ ​ 3,368 ​ ​ 5,228 Paid or otherwise settled ​ ​ ( 1,860 ) ​ ​ ( 4,526 ) ​ ​ ( 6,386 ) Balance at December 31, 2024 ​ ​ — ​ ​ — ​ ​ — Charged to expense ​ ​ — ​ ​ 2,025 ​ ​ 2,025 Paid or otherwise settled ​ ​ — ​ ​ ( 1,931 ) ​ ​ ( 1,931 ) Balance at December 31, 2025 ​ $ — ​ $ 94 ​ $ 94 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (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. The Company evaluated the requirements of ASC No. 205-20, Presentation of Financial Statements – Discontinued Operations relative to the 2019 Strategic Shift and determined that discontinued operations treatment is not applicable. Accordingly, the results of operations of the locations impacted by the 2019 Strategic Shift are reported as part of continuing operations in the accompanying consolidated financial statements. Restructuring – Active Sports On March 1, 2023, management of the Company determined to implement plans (the “Active Sports Restructuring”) to exit and restructure operations of its indirect subsidiary, Active Sports, LLC, a specialty products retail business (“Active Sports”) as part of its review of underperforming assets and business lines. Upon liquidating a significant amount of inventory and exiting the related distribution centers, the Company reevaluated its exit plan and concluded instead that it would integrate the remaining operations into its existing distribution and fulfillment infrastructure while maintaining lower inventory levels and a smaller fixed cost structure. These plans have resulted in a much smaller operation and included the closure of the specialty retail location. The incremental inventory reserve charges were based, in part, on the Company’s estimates of the discounting necessary to liquidate the Active Sports inventory. The activities under the Active Sports Restructuring were substantially completed by December 31, 2023. 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. 109 Table of Contents As of December 31, 2025, the total restructuring costs associated with the Active Sports Restructuring were $ 8.5 million. The breakdown of these restructuring costs is as follows: ● one-time employee termination benefits relating to the specialty retail store and distribution center closures of $ 0.2 million; ● incremental inventory reserve charges of $ 4.3 million; ● lease termination charges of $ 1.8 million; and ● other associated costs of $ 2.2 million. The following table details the costs incurred associated with the Active Sports Restructuring: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Active Sports Restructuring costs: ​ ​ ​ ​ ​ ​ ​ ​ ​ One-time termination benefits (1) ​ $ — ​ $ — ​ $ 193 Incremental inventory reserve charges (1) ​ ​ — ​ ​ — ​ ​ 4,344 Lease termination costs (2) ​ ​ 76 ​ ​ 1,343 ​ ​ 375 Other associated costs (3) ​ ​ 276 ​ ​ 868 ​ ​ 1,003 Total Active Sports Restructuring costs ​ $ 352 ​ $ 2,211 ​ $ 5,915 (1) These costs were included in costs applicable to revenues – products, service and other in the consolidated statements of operations. (2) These costs were included in lease termination charges in the consolidated statements of operations. 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 $ 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ One-time ​ ​ ​ Lease ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ Termination ​ ​ ​ Termination ​ ​ ​ Associated ​ ​ ​ ​ ($ in thousands) ​ ​ ​ Benefits ​ ​ ​ Costs (1) ​ ​ ​ Costs (2) ​ ​ ​ Total Balance at March 31, 2023 ​ $ — ​ $ — ​ $ — ​ $ — Charged to expense ​ ​ 193 ​ ​ — ​ ​ 1,003 ​ ​ 1,196 Paid or otherwise settled ​ ​ ( 193 ) ​ ​ — ​ ​ ( 1,003 ) ​ ​ ( 1,196 ) Balance at December 31, 2023 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Charged to expense ​ ​ — ​ ​ 1,492 ​ ​ 868 ​ ​ 2,360 Paid or otherwise settled ​ ​ — ​ ​ ( 1,492 ) ​ ​ ( 868 ) ​ ​ ( 2,360 ) Balance at December 31, 2024 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Charged to expense ​ ​ — ​ ​ 123 ​ ​ 276 ​ ​ 399 Paid or otherwise settled ​ ​ — ​ ​ ( 123 ) ​ ​ ( 276 ) ​ ​ ( 399 ) 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. (2) Other associated costs primarily represent labor, lease and other operating expenses incurred during the post-close wind-down period for the specialty retail location and distribution centers related to the Active Sports Restructuring. ​ 110 Table of Contents Long-Lived Asset Impairment 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, 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. 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 was below their carrying value and were impaired. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ($ in thousands) ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ Long-lived asset impairment charges by type of long-lived asset: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Leasehold improvements ​ $ 190 ​ $ 4,032 ​ $ 1,857 ​ Operating lease right of use assets ​ ​ 617 ​ ​ 7,242 ​ ​ 1,107 ​ Building and improvements ​ ​ 430 ​ ​ 3,787 ​ ​ — ​ Furniture and equipment ​ ​ — ​ ​ — ​ ​ 329 ​ Software ​ ​ — ​ ​ — ​ ​ 1,362 ​ Construction in progress and software in development ​ ​ — ​ ​ — ​ ​ 113 ​ Intangible assets ​ ​ — ​ ​ — ​ ​ 4,501 ​ Total long-lived asset impairment charges ​ $ 1,237 ​ $ 15,061 ​ $ 9,269 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-lived asset impairment charges by restructuring activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Active Sports Restructuring ​ ​ — ​ ​ — ​ ​ 6,648 ​ Unrelated to restructuring activities ​ ​ 1,237 ​ ​ 15,061 ​ ​ 2,621 ​ Total long-lived asset impairment charges ​ $ 1,237 ​ $ 15,061 ​ $ 9,269 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6. Assets Held for Sale and Business Divestiture 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ($ in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Assets held for sale: ​ ​ ​ ​ ​ ​ Property and equipment, net ​ $ 175 ​ $ 1,350 ​ ​ $ 175 ​ $ 1,350 ​ ​ ​ ​ ​ ​ ​ ​ 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 111 Table of Contents 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 (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, 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. ​ 7. Property and Equipment, net Property and equipment consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ December 31, ​ ($ in thousands) ​ 2025 ​ 2024 ​ Land ​ $ 131,422 ​ $ 133,984 ​ Buildings and improvements ​ ​ 307,946 ​ ​ 348,315 ​ Leasehold improvements ​ ​ 380,205 ​ ​ 369,791 ​ Furniture and equipment ​ ​ 297,490 ​ ​ 277,801 ​ Software ​ ​ 104,306 ​ ​ 93,769 ​ Construction in progress and software in development ​ ​ 76,563 ​ ​ 45,682 ​ ​ ​ ​ 1,297,932 ​ ​ 1,269,342 ​ Less: accumulated depreciation ​ ​ ( 465,870 ) ​ ​ ( 422,582 ) ​ Property and equipment, net ​ $ 832,062 ​ $ 846,760 ​ ​ ​ ​ 112 Table of Contents 8. Goodwill and Intangible Assets Goodwill The following is a summary of changes in the Company’s goodwill by business line for the years ended December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam ​ ​ ​ ​ ​ ​ Services and ​ RV and ​ ​ ($ in thousands) ​ ​ ​ Plans ​ ​ ​ Outdoor Retail ​ ​ ​ Consolidated Balance at December 31, 2023 (excluding impairment charges) ​ $ 71,118 ​ $ 881,941 ​ $ 953,059 Accumulated impairment charges ​ ​ ( 46,884 ) ​ ​ ( 194,953 ) ​ ​ ( 241,837 ) Balance at December 31, 2023 ​ ​ 24,234 ​ ​ 686,988 ​ ​ 711,222 Acquisitions ​ ​ 1,561 ​ ​ 30,140 ​ ​ 31,701 Divestiture (1) ​ ​ — ​ ​ ( 8,900 ) ​ ​ ( 8,900 ) Balance at December 31, 2024 ​ ​ 25,795 ​ ​ 708,228 ​ ​ 734,023 Acquisitions ​ ​ — ​ ​ 18,712 ​ ​ 18,712 Divestiture (1) ​ ​ — ​ ​ ( 3,414 ) ​ ​ ( 3,414 ) Balance at December 31, 2025 ​ $ 25,795 ​ $ 723,526 ​ $ 749,321 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) See Note 6 ― Assets Held for Sale and Business Divestiture. ​ 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, 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. 113 Table of Contents Intangible Assets Finite-lived intangible assets and related accumulated amortization consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ Carrying ​ Accumulated ​ ​ ​ ​ Useful Life ($ in thousands) ​ ​ Value ​ ​ ​ Amortization ​ ​ ​ Net ​ ​ ​ (in years) Good Sam Services and Plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Membership, customer lists and other ​ $ 9,194 ​ $ ( 9,140 ) ​ $ 54 ​ 4.0 Trademarks and trade names ​ ​ 2,132 ​ ​ ( 521 ) ​ ​ 1,611 ​ 15.0 Websites and developed technology ​ ​ 3,650 ​ ​ ( 2,169 ) ​ ​ 1,481 ​ 6.7 RV and Outdoor Retail: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer lists, domain names and other ​ ​ 4,154 ​ ​ ( 3,152 ) ​ ​ 1,002 ​ 5.1 Supplier lists and agreements ​ ​ 9,500 ​ ​ ( 1,484 ) ​ ​ 8,016 ​ 11.0 Trademarks and trade names ​ ​ 26,526 ​ ​ ( 23,345 ) ​ ​ 3,181 ​ 10.7 Websites and developed technology ​ ​ 6,151 ​ ​ ( 5,672 ) ​ ​ 479 ​ 10.1 ​ ​ $ 61,307 ​ $ ( 45,483 ) ​ $ 15,824 ​ 10.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ Carrying ​ Accumulated ​ ​ ​ ​ Useful Life ($ in thousands) ​ ​ ​ Value ​ ​ ​ Amortization ​ ​ ​ Net ​ ​ ​ (in years) Good Sam Services and Plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Membership, customer lists and other ​ $ 9,740 ​ $ ( 9,537 ) ​ $ 203 ​ 5.3 Trademarks and trade names ​ ​ 2,132 ​ ​ ( 379 ) ​ ​ 1,753 ​ 15.0 Websites and developed technology ​ ​ 3,650 ​ ​ ( 1,614 ) ​ ​ 2,036 ​ 6.7 RV and Outdoor Retail: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer lists and domain names ​ ​ 4,154 ​ ​ ( 2,752 ) ​ ​ 1,402 ​ 5.5 Supplier lists and agreements ​ ​ 9,500 ​ ​ ( 594 ) ​ ​ 8,906 ​ 11.0 Trademarks and trade names ​ ​ 26,526 ​ ​ ( 22,005 ) ​ ​ 4,521 ​ 15.0 Websites and developed technology ​ ​ 6,348 ​ ​ ( 5,700 ) ​ ​ 648 ​ 10.1 ​ ​ $ 62,050 ​ $ ( 42,581 ) ​ $ 19,469 ​ 11.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 as of December 31, 2025, was as follows: ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ($ in thousands) ​ December 31, 2025 ​ 2026 ​ ​ ​ $ 3,519 ​ 2027 ​ ​ 3,479 ​ 2028 ​ ​ 1,950 ​ 2029 ​ ​ 1,175 ​ 2030 ​ ​ 1,086 ​ Thereafter ​ ​ 4,615 ​ ​ ​ $ 15,824 ​ ​ ​ 9. Accrued Liabilities Accrued liabilities consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ December 31, ($ in thousands) ​ 2025 ​ ​ ​ 2024 Compensation and benefits ​ $ 42,493 ​ $ 42,652 Other accruals ​ ​ 85,906 ​ ​ 75,905 ​ ​ $ 128,399 ​ $ 118,557 114 Table of Contents ​ ​ ​ 10. Long-Term Debt The following reflects outstanding long-term debt: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ($ in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Term Loan Facility (1) ​ $ 1,308,832 ​ $ 1,335,535 Real Estate Facilities (2) ​ ​ 155,137 ​ ​ 173,132 Other Long-Term Debt ​ ​ 7,588 ​ ​ 7,926 Subtotal ​ ​ 1,471,557 ​ ​ 1,516,593 Less: current portion ​ ​ ( 57,939 ) ​ ​ ( 23,275 ) Total ​ $ 1,413,618 ​ $ 1,493,318 ​ ​ ​ ​ ​ ​ ​ (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: ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ($ in thousands) ​ December 31, 2025 ​ Long-term debt instruments ​ ​ ​ ​ ​ ​ 2026 ​ $ 57,939 ​ 2027 ​ ​ 128,030 ​ 2028 ​ ​ 1,293,186 ​ 2029 ​ ​ 246 ​ 2030 ​ ​ 258 ​ Thereafter ​ ​ 3,517 ​ ​ ​ $ 1,483,176 ​ ​ Senior Secured Credit Facilities As of December 31, 2025 and 2024, CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, was party to a credit agreement (the “Credit Agreement”) for senior secured credit facilities (as amended from time to time, the “Senior Secured Credit Facilities”). The Senior Secured Credit Facilities consist of a $ 1.4 billion term loan facility (the “Term Loan Facility”) and a $ 65.0 million revolving credit facility (the “Revolving Credit Facility”). Under the Senior Secured Credit Facilities, the Company has the ability to request to increase the amount of term loans or revolving loans in an aggregate amount not to exceed the greater of (a) a “fixed” amount set at $ 725.0 million and (b) 100 % of consolidated EBITDA for the most recent four consecutive fiscal quarters on a pro forma basis (as defined in the Credit Agreement). The lenders under the Senior Secured Credit Facilities are not under any obligation to provide commitments in respect of any such increase. The Term Loan Facility requires mandatory principal payments in equal quarterly installments of $ 3.5 million. Additionally, the Company is required to prepay the borrowings under the Term Loan Facility in an aggregate amount up to 50 % of excess cash flow, as defined in the Credit Agreement, for such fiscal year depending on the Total Leverage Ratio (as defined by the Credit Agreement) beginning with the year ended December 31, 2022. 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. 115 Table of Contents The funds available under the Revolving Credit Facility may be utilized for borrowings or letters of credit; 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 (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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ($ in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Senior Secured Credit Facilities: ​ ​ ​ ​ ​ ​ Term Loan Facility: ​ ​ ​ ​ ​ ​ Principal amount of borrowings ​ $ 1,400,000 ​ $ 1,400,000 Less: cumulative principal payments ​ ​ ( 81,564 ) ​ ​ ( 51,049 ) Less: unamortized original issue discount ​ ​ ( 6,993 ) ​ ​ ( 9,600 ) Less: unamortized finance costs ​ ​ ( 2,611 ) ​ ​ ( 3,816 ) ​ ​ ​ 1,308,832 ​ ​ 1,335,535 Less: current portion ​ ​ ( 14,015 ) ​ ​ ( 14,015 ) Long-term debt, net of current portion ​ $ 1,294,817 ​ $ 1,321,520 Revolving Credit Facility: ​ ​ ​ ​ ​ ​ Total commitment ​ $ 65,000 ​ $ 65,000 Less: outstanding letters of credit ​ ​ ( 4,902 ) ​ ​ ( 4,902 ) Less: total net leverage ratio borrowing limitation ​ ​ ( 37,348 ) ​ ​ ( 37,348 ) Additional borrowing capacity ​ $ 22,750 ​ $ 22,750 ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2025 and 2024, the average interest rate on the Term Loan Facility was 6.33 % and 6.97 %, respectively, and the effective interest rate on the Term Loan Facility was 6.77 % and 7.43 %, respectively. The Senior Secured Credit Facilities are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of the Company’s existing and future domestic restricted subsidiaries with the exception of FreedomRoads Intermediate Holdco, LLC, the direct parent of FR, and FR, and its subsidiaries. The Credit Agreement contains certain restrictive covenants pertaining to, but not limited to, mergers, changes in the nature of the business, acquisitions, additional indebtedness, sales of assets, investments, and the payment of dividends subject to certain limitations and minimum operating covenants. 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 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 as of December 31, 2025 and 2024. 116 Table of Contents Real Estate Facilities 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. The M&T Real Estate Facility bears interest at FRHP’s option of either (as defined in the credit agreement for the M&T Real Estate Facility): (a) the Secured Overnight Financing Rate (“SOFR”) plus the applicable rate of 2.30 % or (b) the highest of (i) the Federal Funds Rate plus 1.80 %, (ii) the Prime Rate plus 1.30 %, or (iii) SOFR plus 2.30 %. The M&T Real Estate Facility has an unused commitment fee of 0.20 % of the aggregate unused principal amount and it matures in October 2027. Additionally, the M&T Real Estate Facility is subject to a debt service coverage ratio covenant (as defined in the credit agreement for the M&T Real Estate Facility). 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 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. (the ‘‘Real Estate Borrower’’), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA (“Lender”), entered into loan and security agreements for real estate credit facilities (as amended from time to time, the “First CIBC Real Estate Facility”, the “Second CIBC Real Estate Facility”, and the “Third CIBC Real Estate Facility”, respectively, and collectively the “CIBC Real Estate Facilities” and together with the M&T Real Estate Facility, the “Real Estate Facilities”) with aggregate maximum principal capacities of $ 21.5 million, $ 9.0 million, and $ 10.1 million for the First CIBC Real Estate Facility, Second CIBC Real Estate Facility, and Third CIBC Real Estate Facility, respectively. Borrowings under the CIBC Real Estate Facilities are guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC. The CIBC Real Estate Facilities may be used to finance the acquisition of real estate assets. The CIBC Real Estate Facilities are secured by a first priority security interest on the real estate assets acquired with the proceeds of the CIBC Real Estate Facilities (“CIBC Real Estate Facility Properties”). In June 2023, the Real Estate Borrower sold one of the CIBC Real Estate Facility Properties located in Franklin, Kentucky, which was secured by the Second CIBC Real Estate Facility. As part of the settlement of the property sale, the outstanding balance of the Second CIBC Real Estate Facility of $ 7.4 million was repaid and terminated by the Real Estate Borrower. In May 2024, the Real Estate Borrower repaid the outstanding balance of the Third Real Estate Facility of $ 8.9 million, which related to the facility for the operations of CWDS in Elkhart, Indiana (see Note 6 — Assets Held for Sale and Business Divestiture), and the Third Real Estate Facility was terminated. The First CIBC Real Estate Facility matures in October 2028. 117 Table of Contents 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 ​ ​ ​ ​ Remaining ​ Wtd. Average ($ in thousands) ​ ​ ​ Outstanding (1) ​ ​ ​ Available (2) ​ ​ ​ Interest Rate Real Estate Facilities ​ ​ ​ ​ ​ ​ ​ ​ ​ M&T Real Estate Facility ​ $ 152,039 ​ $ 57,390 (3) ​ 6.14 % First CIBC Real Estate Facility ​ ​ 3,098 ​ ​ — ​ ​ 6.97 % ​ ​ $ 155,137 ​ $ 57,390 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Outstanding principal amounts are net of unamortized finance costs. (2) Amounts cannot be reborrowed. (3) Additional borrowings on the M&T Real Estate Facility are subject to a debt service coverage ratio covenant and to the property collateral requirements under the M&T Real Estate Facility. ​ 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 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 as of December 31, 2025 and 2024. Other Long-Term Debt In December 2021, FRHP assumed a mortgage as part of a real estate purchase. This mortgage is secured by the acquired property and is guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC and matures in December 2026. In June 2023, FRHP assumed a promissory note as part of a real estate purchase. This note is secured by the acquired property and matures in April 2041. As of December 31, 2025, the outstanding principal balance of these debt instruments was $ 7.6 million with a weighted average interest rate of 4.27 %. 11. Lease Obligations The Company leases most of the properties for its store locations through 234 operating leases and 18 finance leases. 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, 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Operating lease cost ​ $ 116,722 ​ $ 116,370 Finance lease cost: ​ ​ ​ ​ ​ ​ Amortization of finance lease assets ​ ​ 10,826 ​ ​ 11,160 Interest on finance lease liabilities ​ ​ 8,735 ​ ​ 9,285 Short-term lease cost ​ ​ 1,059 ​ ​ 1,839 Variable lease cost ​ ​ 24,007 ​ ​ 23,874 Sublease income ​ ​ ( 3,532 ) ​ ​ ( 3,355 ) Net lease costs ​ $ 157,817 ​ $ 159,173 ​ ​ ​ ​ ​ ​ ​ ​ 118 Table of Contents The following table presents supplemental cash flow information related to leases: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ Operating cash flows for operating leases ​ $ 120,523 ​ $ 118,848 Operating cash flows for finance leases ​ ​ 8,735 ​ ​ 9,285 Financing cash flows for finance leases ​ ​ 8,361 ​ ​ 7,520 Lease assets obtained in exchange for lease liabilities: ​ ​ ​ ​ ​ ​ New, remeasured and terminated operating leases ​ $ 111,765 ​ $ 63,228 New, remeasured and terminated finance leases ​ ​ 4,507 ​ ​ 30,771 ​ The following table presents other information related to leases: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2025 ​ 2024 Weighted average remaining lease term: ​ ​ ​ ​ ​ ​ Operating leases ​ 11.6 years ​ 11.2 years Financing leases ​ 12.6 years ​ 13.7 years Weighted average discount rate: ​ ​ ​ ​ ​ ​ Operating leases ​ 7.3 % ​ 7.1 % Financing leases ​ 6.4 % ​ 6.4 % ​ 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, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating ​ ​ ​ Finance ($ in thousands) ​ ​ ​ Leases ​ ​ ​ Leases 2026 ​ ​ ​ $ 125,684 ​ ​ ​ $ 17,124 2027 ​ ​ 119,839 ​ ​ 16,585 2028 ​ ​ 116,271 ​ ​ 14,838 2029 ​ ​ 112,958 ​ ​ 14,644 2030 ​ ​ 111,171 ​ ​ 14,764 Thereafter ​ ​ 718,672 ​ ​ 121,057 Total lease payments ​ ​ 1,304,595 ​ ​ 199,012 Less: Imputed interest ​ ​ ( 435,063 ) ​ ​ ( 64,808 ) Total lease obligations ​ ​ 869,532 ​ ​ 134,204 Less: current portion ​ ​ ( 65,365 ) ​ ​ ( 8,820 ) Noncurrent lease obligations ​ $ 804,167 ​ $ 125,384 ​ ​ ​ ​ ​ ​ ​ ​ 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 119 Table of Contents 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. ​ ​ ​ ​ ​ 12. Income Taxes 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). CWGS, LLC is organized as a limited liability company (“LLC”) and treated as a partnership for U.S. federal and most applicable state and local income tax purposes and as such, is generally not subject to any U.S. federal entity-level income taxes. 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. and their wholly-owned subsidiaries, are subject to entity-level taxes as they are C-Corps. Income Tax Expense The components of the Company’s income tax expense (benefit) from operations consisted of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Current: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 8,716 ​ $ 880 ​ $ 9,123 State ​ ​ 3,367 ​ ​ 689 ​ ​ 1,558 Deferred: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ ​ 178,233 ​ ​ ( 10,377 ) ​ ​ ( 11,173 ) State ​ ​ 35,481 ​ ​ ( 2,569 ) ​ ​ ( 3,035 ) Income tax expense (benefit) ​ $ 225,797 ​ $ ( 11,377 ) ​ $ ( 3,527 ) ​ 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) ​ Amount ​ Percent Pre-tax book income ​ $ 120,159 ​ ​ U.S federal statutory tax rate ​ ​ 25,233 ​ 21.0 % State and local income tax items (1) ​ ​ 39,213 ​ 32.6 % Tax credits ​ ​ ( 482 ) ​ ( 0.4 )% Changes in valuation allowances ​ ​ 151,579 ​ 126.1 % Nontaxable or nondeductible items: ​ ​ ​ ​ ​ Accrual to return ​ ​ 4,326 ​ 3.6 % Income taxes computed at the effective federal statutory rate for pass-through entities not subject to tax for the Company ​ ​ 3,352 ​ 2.8 % Other nondeductible expenses ​ ​ 1,459 ​ 1.2 % Changes in unrecognized tax benefits ​ ​ 172 ​ 0.1 % Other adjustments ​ ​ 945 ​ 0.8 % Income tax expense ​ $ 225,797 ​ 187.9 % (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. 120 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) ​ 2024 ​ 2023 Income taxes computed at federal statutory rate (1) ​ $ ( 18,955 ) ​ $ 10,374 State income taxes – net of federal benefit (1) ​ ​ ( 1,774 ) ​ ​ ( 2,645 ) Other differences: ​ ​ ​ ​ ​ ​ State and local taxes on pass-through entities ​ ​ 674 ​ ​ 1,948 Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax for the Company (2) ​ ​ 9,411 ​ ​ ( 3,927 ) Effect of LLC Conversion (3) ​ ​ — ​ ​ ( 85,790 ) (Decrease) increase in valuation allowance (4) ​ ​ ( 1,568 ) ​ ​ 64,351 Impact of other state tax rate changes ​ ​ ( 241 ) ​ ​ 4,900 Accrual to return ​ ​ 420 ​ ​ 8,314 Tax credits ​ ​ ( 501 ) ​ ​ ( 582 ) Uncertain Tax Positions ​ ​ ( 128 ) ​ ​ ( 547 ) Other ​ ​ 1,285 ​ ​ 77 Income tax benefit ​ $ ( 11,377 ) ​ $ ( 3,527 ) ​ (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. (2) The related income is taxable to the non-controlling interest. (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). (4) For 2024, the decrease in valuation allowance was primarily related to utilization of a portion of the capital loss carryforward. For 2023, the valuation allowance increased by $ 64.4 million. The valuation allowance increased by $ 132.2 million related to capital loss carryforward. 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. LLC Conversion Prior to 2023, CW, including certain of its subsidiaries, were taxable as C-Corps and subject to entity-level taxes. CW had historically generated operating losses for tax purposes. Only losses subject to taxes in certain state jurisdictions were available to offset taxable income generated by the Company’s other businesses. The Company completed the steps necessary to convert CW and certain of its subsidiaries from C-Corps to LLCs with an effective date of January 2, 2023 (the “LLC Conversion”). All required filings for conversion to LLC were made by December 31, 2022. Accordingly, certain effects of the LLC Conversion were recorded during the year ended December 31, 2022, as the filings were perfunctory pursuant to the rules prescribed under ASC 740, Income Taxes. Beginning with the year ending December 31, 2023, the operating losses of CW and its subsidiaries have and will offset taxable income generated by the Company’s other LLC businesses. As a result, both income tax expense recognized by CWH and the amount of required tax distributions paid to holders of common units in CWGS, LLC, under the CWGS LLC Agreement, have and will decrease. The LLC Conversion has allowed the Company to more easily integrate its retail and dealership operations and more seamlessly share resources within the RV and Outdoor Retail segment, while providing an expected future cash flow benefit for the operating companies. 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 121 Table of Contents 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 were: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ($ in thousands) ​ 2025 ​ 2024 Deferred tax liabilities ​ ​ ​ ​ ​ ​ Operating lease assets ​ $ ( 5,100 ) ​ $ ( 6,068 ) Other ​ ​ ( 120 ) ​ ​ ( 105 ) ​ ​ ​ ( 5,220 ) ​ ​ ( 6,173 ) Deferred tax assets ​ ​ ​ ​ ​ ​ Investment in partnership ("Outside Basis Deferred Tax Asset") (1) ​ ​ 211,229 ​ ​ 216,572 Capital loss carryforward ​ ​ 121,962 ​ ​ 131,371 Tax Receivable Agreement liability ​ ​ 357 ​ ​ 37,639 Operating lease liabilities ​ ​ 5,594 ​ ​ 6,482 Business interest expense carryforward ​ ​ 28,084 ​ ​ 21,164 Net operating loss and tax credit carryforward ​ ​ 31,104 ​ ​ 17,472 Other investments ​ ​ 18,285 ​ ​ 17,011 Other reserves ​ ​ 1,081 ​ ​ 1,207 ​ ​ ​ 417,696 ​ ​ 448,918 Valuation allowance ​ ​ ( 411,050 ) ​ ​ ( 227,605 ) Net deferred tax assets ​ $ 1,426 ​ $ 215,140 ​ (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. ​ 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. 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. The Company maintains a valuation allowance against the Outside Basis Deferred Tax Asset pertaining to the portion that is not amortizable for tax purposes, since the Company would likely only realize the non-amortizable portion of the Outside Basis Deferred Tax Asset if the investment in CWGS, LLC was divested. 122 Table of Contents Net Operating Loss and Tax Carryforwards As of January 2, 2023, certain subsidiaries of CWH had federal and state net operating loss carryforwards of approximately $ 151.7 million and $ 3.9 million, respectively, which are no longer available after the LLC Conversion. The conversion loss generated a net operating loss that was immediately written off as CW’s net operating losses are lost as a result of the conversion. Accordingly, the tax effect of 2023 conversion loss was zero . 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 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. tax code. 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, 2025 and 2024, the balance of the Company’s uncertain tax positions was $ 3.0 million. Tax Receivable Agreement The Company is party to a tax receivable agreement (the “Tax Receivable Agreement”) that provides for the payment by the Company to the Continuing Equity Owners and Crestview Partners II GP, L.P. of 85 % of the amount of tax benefits, if any, the Company actually realizes, or in some circumstances is deemed to realize, as a result of (i) increases in the tax basis from the purchase of common units from Crestview Partners II GP, L.P. 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. These tax benefit payments are not conditioned upon one or more of the Continuing Equity Owners or Crestview Partners II GP, L.P. maintaining a continued ownership interest in CWGS, LLC. 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 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 123 Table of Contents 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 For tax years beginning on or after January 1, 2018, CWGS, LLC is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (the “Centralized Partnership Audit Regime”). Under the Centralized Partnership Audit Regime, any IRS audit of CWGS, LLC would be conducted at the CWGS, LLC level, and if the IRS determines an adjustment, the default rule is that CWGS, LLC would pay an “imputed underpayment” including interest and penalties, if applicable. CWGS, LLC may instead elect to make a “push-out” election, in which case the partners for the year that is under audit would be required to take into account the adjustments on their own personal income tax returns. If CWGS, LLC does not elect to make a “push-out” election, CWGS, LLC has agreements in place requiring former partners to indemnify CWGS, LLC for their share of the imputed underpayment. The partnership agreement does not stipulate how CWGS, LLC will address imputed underpayments. If CWGS, LLC receives an imputed underpayment, a determination will be made based on the relevant facts and circumstances that exist at that time. Any payments that CWGS, LLC ultimately makes on behalf of its current partners will be reflected as a distribution, rather than tax expense, at the time such distribution is declared. The Company and its subsidiaries file U.S. federal income tax returns and tax returns in various states. 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 is not under any other material audits in any jurisdiction. With few exceptions, the Company is no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before 2022. 13. Fair Value Measurements Accounting guidance for fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Recurring Fair Value Measurements The following table presents the reported carrying values and the fair values by level of the Company’s assets and liabilities measured at fair value on a recurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2024 ($ in thousands) ​ ​ ​ Carrying Value ​ ​ ​ Level 3 ​ ​ ​ Carrying Value ​ ​ ​ Level 3 Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derived participation investment (1) ​ $ 3,321 ​ $ 3,321 ​ $ 156 ​ $ 156 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Acquisition-related contingent consideration (2) ​ ​ — ​ ​ — ​ ​ 368 ​ ​ 368 ​ (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. ​ 124 Table of Contents The following table presents fair value measurements using significant unobservable inputs (Level 3): ​ ​ ​ ​ ​ ​ ​ ​ ($ in thousands) ​ ​ ​ Derived Participation Investment ​ ​ ​ Acquisition-Related Contingent Consideration Beginning balance as of January 1, 2024 ​ $ — ​ $ — Business combinations ​ ​ — ​ ​ 368 Purchases ​ ​ 5,269 ​ ​ — Settlements ​ ​ ( 5,779 ) ​ ​ — Gains included in earnings ​ ​ 666 ​ ​ — Ending balance as of December 31, 2024 ​ ​ 156 ​ ​ 368 Purchases ​ ​ 9,467 ​ ​ — Settlements ​ ​ ( 1,766 ) ​ ​ ( 100 ) In transit exchanges for new securities (1) ​ ​ ( 5,708 ) ​ ​ — Gains included in earnings (2) ​ ​ 1,172 ​ ​ ( 268 ) Ending balance as of December 31, 2025 ​ $ 3,321 ​ $ — ​ (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 “Derived Participation Investment”). The fair value of this investment was estimated by discounting the projected cash flows subject to the participation interest. The assumptions in the analysis included loan losses, prepayments, and recoveries derived based on historical observation of such data pertaining to the RV industry, as well as other relevant industries with loan structure similar to that of the RV industry. 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 The Company’s contingent consideration liability was established as part of the consideration for the acquisition of a tire rescue roadside assistance business in June 2024. The fair value of this liability was estimated as the present value of the probability weighted milestone payments at each of the first two anniversaries of the date of the acquisition for a maximum aggregate payment of $ 0.5 million if all milestones are reached. 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 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 There have been no transfers of assets or liabilities between the fair value measurement levels and there were no material re-measurements to fair value during 2025 and 2024 of assets and liabilities that are no t measured at fair value on a recurring basis. 125 Table of Contents For floor plan notes payable under the Floor Plan Facility, the amounts reported in the accompanying consolidated balance sheets approximate the fair value due to their short-term nature or the existence of variable interest rates that approximate prevailing market rates. 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 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value ​ December 31, 2025 ​ December 31, 2024 ($ in thousands) ​ ​ ​ Measurement ​ ​ ​ Carrying Value ​ ​ ​ Fair Value ​ ​ ​ Carrying Value ​ ​ ​ Fair Value Term Loan Facility ​ Level 2 ​ $ 1,308,832 ​ $ 1,285,475 ​ $ 1,335,535 ​ $ 1,320,286 Real Estate Facilities ​ Level 2 ​ ​ 155,137 ​ ​ 158,203 ​ ​ 173,132 ​ ​ 176,684 Other Long-Term Debt ​ Level 2 ​ ​ 7,588 ​ ​ 6,622 ​ ​ 7,926 ​ ​ 6,652 ​ ​ ​ 14. Commitments and Contingencies Sponsorship and Other Agreements The Company enters into sponsorship and brand licensing agreements from time to time. Current sponsorship agreements run through 2030. 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: $ 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. Self-Insurance Program Self-insurance reserves represent amounts established as a result of insurance programs under which the Company self-insures portions of the business risks. The Company carries substantial premium-paid, traditional risk transfer insurance for various business risks. 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 $ 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. The self-insurance accruals are calculated by actuaries and are based on claims filed and include estimates for claims incurred but not yet reported. Projections of future losses, including incurred but not reported losses, are inherently uncertain because of the varying nature of insurance claims and could be substantially affected if occurrences and claims differ significantly from these assumptions and historical trends. In addition, the Company has obtained letters of credit as required by insurance carriers. As of December 31, 2025 and December 31, 2024, these letters of credit were $ 20.3 million and $ 19.2 million, respectively. 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). Litigation 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 126 Table of Contents 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. Lemonis, NBCUniversal Media, LLC, the Consumer National Broadcasting Company, Camping World, Inc. (“CW”), and Machete Productions (“Machete”) (the “Weissmann Counterclaim”), in which he alleges claims in connection with the Note and his appearance on the reality television show The Profit. Weissmann alleges the following causes of action against FR Holdco and all third-party defendants, including CW: (i) fraud; (ii) fraud in the inducement; (iii) fraudulent concealment; (iv) breach of fiduciary duty; (v) defamation; (vi) defamation per se; (vii) false light; (viii) intentional infliction of emotional distress; (ix) negligence; (x) unjust enrichment; and (xi) RICO § 1962. Weissmann seeks costs and damages in an amount to be proven at trial but no less than the amount in the Note (approximately $ 2.5 million); in connection with his RICO claim, Weissmann asserts he is entitled to damages in the amount of three times the Note. On February 18, 2022, NBCUniversal, CNBC, and Machete filed a motion to compel arbitration (the “NBC Arbitration Motion”). On May 5, 2022, an agreed order was filed staying the litigation in favor of arbitration. On May 31, 2022, FR Holdco filed an arbitration demand against Weissmann for collection on the Note. Weissmann filed his response and counterclaims, and third-party claims against FR Holdco, CW, Marcus A. Lemonis, NBCUniversal, and Machete on July 7, 2022. On or about July 21, 2022, FR Holdco and the other respondents filed their responses and affirmative defenses. On March 11, 2024, FR Holdco’s arbitration demand and the Weissmann arbitration demand were tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing. On May 23, 2024, the arbitrator issued an interim award in favor of FR Holdco in the amount of $ 4,318,892 , plus interest, costs, and attorneys’ fees as set forth in the Tumbleweed bankruptcy plan and to be determined by the arbitrator in subsequent proceedings. On July 31, 2024, the arbitrator heard the parties’ arguments on the amount of attorneys’ fees and costs owed to FR Holdco, after Weissmann conceded in a written briefing the obligation to pay attorneys’ fees and costs to FR Holdco as the prevailing party. On September 12, 2024, the arbitrator issued a final award in favor of FR Holdco in the amount of $ 4,990,006 , in the manner described in the Tumbleweed bankruptcy plan. Weissmann is jointly and severally liable for $ 4,106,884 of that amount. On September 24, 2024, Weissmann and Tumbleweed filed a Petition to Vacate Arbitration Award in the Superior Court for the State of California, County of Los Angeles. On September 27, 2024, FR Holdco, CW, Marcus A. Lemonis, NBCUniversal, and Machete filed a Petition to Confirm Arbitration Award in the Superior Court for the State of California, County of Los Angeles. 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. Tumbleweed Complaint On November 10, 2021, Tumbleweed Tiny House Company, Inc. (“Tumbleweed”) filed a complaint against FR Holdco, CW, Marcus A. Lemonis, NBCUniversal Media, LLC, and Machete Productions in which Tumbleweed alleges claims in connection with the Note and its appearance on the reality television show The Profit (the “Tumbleweed Complaint”), seeking primarily monetary damages. Tumbleweed alleges the following claims against the defendants, including FR Holdco and CW: (i) fraud; (ii) false promise; (iii) breach of fiduciary duty (and aiding and abetting the same); (iv) breach of contract; (v) breach of oral contract; (vi) tortious interference with prospective economic advantage; (vii) fraud in the inducement; (viii) negligent misrepresentation; (ix) fraudulent concealment; (x) conspiracy; (xi) unlawful business practices; (xii) defamation; 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. Lemonis, compelling Tumbleweed’s claims to arbitration. Tumbleweed served its arbitration demand on FR Holdco, CW, and Marcus A. Lemonis on May 17, 2022. FR Holdco, CW, and Marcus A. Lemonis filed responses and affirmative defenses on May 31, 2022. On July 20, 2022, pursuant to the JAMS streamlined arbitration rules, 127 Table of Contents the Tumbleweed Complaint was consolidated together with the Weissmann Complaint. The parties have exchanged discovery. On March 11, 2024, FR Holdco’s arbitration demand and the Weissman arbitration demand were tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing. On May 23, 2024, the arbitrator issued an interim award in favor of all respondents, including FR Holdco, CW, and Lemonis. On July 31, 2024, the arbitrator heard the parties arguments on the amount of attorneys’ fees and costs owed to FR Holdco, CW, Lemonis, and the other defendants, after Tumbleweed conceded the obligation to pay attorneys’ fees and costs to the prevailing parties. On September 12, 2024, the arbitrator issued a final award in favor of FR Holdco, CW, Lemonis in the amount of $ 3,793,455 in attorneys’ fees and $ 626,611 in costs. The arbitrator also awarded $ 4,990,006 in favor of FR Holdco. On September 24, 2024, Weissmann and Tumbleweed filed a Petition to Vacate Arbitration Award in the Superior Court for the State of California, County of Los Angeles. On September 27, 2024, FR Holdco, CW, Marcus A. Lemonis, NBCUniversal, and Machete filed a Petition to Confirm Arbitration Award in the Superior Court for the State of California, County of Los Angeles. 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. General 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 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 The Company has employment agreements with certain officers. 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 128 Table of Contents 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 In the normal course of business, the Company obtains standby letters of credit and surety bonds from financial institutions and other third parties. These instruments guarantee the Company’s own future performance and provide third parties with financial and performance assurance in the event that the Company does not perform. These instruments support a wide variety of the Company’s business activities. As of December 31, 2025 and December 31, 2024, outstanding standby letters of credit issued through our Floor Plan Facility were $ 15.4 million and $ 14.3 million, respectively, (see Note 4 — Inventories and Floor Plan Payables) and outstanding standby letters of credit issued through the Senior Secured Credit Facilities were $ 4.9 million and $ 4.9 million, respectively (see Note 10 — Long-Term Debt). As of December 31, 2025 and December 31, 2024, outstanding surety bonds were $ 25.0 million and $ 26.6 million, respectively. The underlying liabilities to which these instruments relate are reflected on the Company’s accompanying consolidated balance sheets, where applicable. Therefore, no additional liability is reflected for the letters of credit and surety bonds themselves. 15. Related Party Transactions Transactions with Directors, Equity Holders and Executive Officers 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, 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. Other Transactions The Company paid Adams Outdoor Advertising, Inc., an entity for which Andris A. 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 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. 129 Table of Contents 16. Acquisitions In 2025 and 2024, subsidiaries of the Company acquired the assets of multiple RV dealerships that constituted businesses under GAAP. The Company used cash and borrowings under its Floor Plan Facility to complete the acquisitions. The Company considers acquisitions of independent dealerships to be a fast and capital efficient alternative to opening new greenfield store locations to expand its business and grow its customer base. The acquired businesses were recorded at their estimated fair values under the acquisition method of accounting. 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. Separate from these acquisitions, during the year ended December 31, 2024, the Company purchased real property for an aggregate purchase price of $ 9.6 million. Additionally, in June 2024, the Good Sam Services and Plans segment acquired the assets of a tire rescue roadside assistance business for $ 1.8 million in cash and up to an aggregate $ 0.5 million of milestone payments of which half is potentially payable at each of the first two anniversaries of the date of the acquisition. These potential milestone payments were recorded as contingent consideration with a fair value of $ 0.4 million. 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. 130 Table of Contents 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, ($ in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Tangible assets (liabilities) acquired (assumed): ​ ​ ​ ​ ​ ​ Accounts receivable, net ​ $ — ​ $ 4 Inventories, net ​ ​ 72,637 ​ ​ 36,431 Prepaid expenses and other assets ​ ​ 58 ​ ​ — Property and equipment, net ​ ​ 1,415 ​ ​ 296 Operating lease assets ​ ​ 9,367 ​ ​ 15,328 Accounts payable ​ ​ — ​ ​ ( 5 ) Accrued liabilities ​ ​ ( 144 ) ​ ​ ( 35 ) Current portion of operating lease liabilities ​ ​ ( 1,055 ) ​ ​ ( 1,112 ) Other current liabilities ​ ​ ( 475 ) ​ ​ ( 23 ) Operating lease liabilities, net of current portion ​ ​ ( 8,312 ) ​ ​ ( 14,216 ) Total tangible net assets acquired ​ ​ 73,491 ​ ​ 36,668 Intangible assets acquired: ​ ​ ​ ​ ​ ​ Supplier and customer relationships ​ ​ — ​ ​ 2,595 Websites and developed technology ​ ​ — ​ ​ 600 Total intangible assets acquired ​ ​ — ​ ​ 3,195 Goodwill ​ ​ 18,712 ​ ​ 31,701 Purchase price of acquisitions ​ ​ 92,203 ​ ​ 71,564 Application of deposit paid in prior period ​ ​ ( 11,000 ) ​ ​ ( 8,873 ) Contingent consideration ​ ​ — ​ ​ ( 368 ) Lazydays acquisition deposit ​ ​ — ​ ​ 10,000 Cash paid for acquisitions, net of cash acquired ​ ​ 81,203 ​ ​ 72,323 Inventory purchases financed via floor plan ​ ​ ( 71,181 ) ​ ​ ( 49,162 ) Cash payment net of floor plan financing ​ $ 10,022 ​ $ 23,161 ​ ​ ​ ​ ​ ​ ​ ​ The fair values above for the year ended December 31, 2025 are preliminary as they are subject to measurement period adjustments for up to one year from the date of acquisition as new information is obtained about facts and circumstances that existed as of the acquisition date relating to the valuation of the acquired assets, primarily the acquired inventories. During the year ended December 31, 2024, the fair values include a measurement period adjustment to record $ 2.6 million of other intangible assets from a RV dealership acquisition that occurred during the year ended December 31, 2023. These intangible assets had an estimated useful life of 15 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. For the years ended December 31, 2025 and 2024, acquired goodwill of $ 18.7 million and $ 31.7 million is expected to be deductible for tax purposes. Included in the consolidated financial results for the years ended December 31, 2025 and 2024 were $ 198.2 million and $ 99.6 million of revenue, respectively, and $ 2.9 million and $ 0.2 million of pre-tax loss, respectively, from the acquisitions as of their applicable acquisition dates. Pro forma information on these acquisitions has not been included, because the Company has deemed them to not be individually or cumulatively material. 131 Table of Contents 17. Statements of Cash Flows Supplemental disclosures of cash flow information for the following periods: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) ​ ​ 2025 ​ ​ 2024 ​ ​ 2023 Cash paid (received) during the period for: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest ​ $ 192,934 ​ $ 238,553 ​ $ 214,082 Income taxes ​ ​ 5,156 ​ ​ ( 116 ) ​ ​ 3,352 Noncash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Leasehold improvements paid by lessor ​ ​ 280 ​ ​ — ​ ​ 256 Capital expenditures in accounts payable and accrued liabilities ​ ​ 15,256 ​ ​ 8,153 ​ ​ 5,833 Prior period deposit applied to portion of purchase price of RV dealership acquisition ​ ​ 11,000 ​ ​ 8,873 ​ ​ — Note receivable forgiven as partial consideration for the purchase of real property ​ ​ 1,128 ​ ​ — ​ ​ — Contingent consideration recognized as partial consideration for purchase of a business ​ ​ — ​ ​ 368 ​ ​ — Fair value of holdback receivable recognized as partial consideration for divestiture of a business ​ ​ — ​ ​ 933 ​ ​ — Supplier agreement intangible asset recognized as partial consideration for divestiture of a business ​ ​ — ​ ​ 9,500 ​ ​ — Purchase of real property through assumption of other long-term debt ​ ​ — ​ ​ — ​ ​ 5,185 Escrow receivable on sale of real property ​ ​ 45,249 ​ ​ — ​ ​ — Note receivable exchanged for amounts owed by other investment ​ ​ — ​ ​ — ​ ​ 2,153 Par value of Class A common stock issued for redemption of common units in CWGS, LLC ​ ​ — ​ ​ 1 ​ ​ 20 Cost of treasury stock issued for vested restricted stock units ​ ​ — ​ ​ 15,320 ​ ​ 29,542 ​ Cash paid for income taxes, net of refunds, for the following period: ​ ​ ​ ​ ​ ​ ​ Year Ended ($ in thousands) ​ ​ December 31, 2025 Federal ​ $ 4,041 State ​ ​ 1,115 ​ ​ $ 5,156 ​ ​ ​ ​ ​ Cash paid (received) for income taxes exceeded 5% of total income taxes paid, net of refunds, in the following jurisdictions: ​ ​ ​ ​ ​ ​ ​ Year Ended ($ in thousands) ​ ​ December 31, 2025 State: ​ ​ ​ Florida ​ $ ( 308 ) New Jersey ​ ​ ( 412 ) Oregon ​ ​ 906 Tennessee ​ ​ 834 Texas ​ ​ 377 Various ​ ​ ( 282 ) ​ ​ 18. Benefit Plan 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. All employees over age 18 , including the executive officers, are eligible to participate in the Freedom Rewards 401(k) Plan. Any favorable vesting was permitted for any affected participants pursuant to FreedomRewards 401(k) Plan Amendment No. 3 signed December 15, 2011, and effective January 1, 2012. Non-highly compensated employees may defer up to 75 % of their eligible compensation up to the Internal Revenue Service limits. Highly 132 Table of Contents 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. There were no contributions by the Company to the Company’s 401(k) Plan for 2025 or 2024. 19. Stockholders’ Equity CWGS, LLC Ownership 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. In accordance with the CWGS LLC Agreement, CWGS, LLC has made cash distributions to all common unit holders of CWGS, LLC in an amount sufficient for 1) CWH to pay the portion of its regular quarterly cash dividend to holders of its Class A common stock that is unrelated to tax distributions, if any, and 2) the common unit holders of CWGS, LLC to pay their income tax obligation on their allocated portion of CWGS, LLC income at the highest tax rate for all common unit holders of CWGS, LLC. The payment of these cash distributions by CWGS, LLC to Continuing Equity Owners are recorded as distributions to holders of CWGS, LLC common units in the accompanying Consolidated Statements of Stockholders’ Equity and Consolidated Statements of Cash Flows. The payment of these cash distributions by CWGS, LLC to CWH are within the consolidated group and, therefore, are not included in the distributions to holders of CWGS, LLC common units in the accompanying Consolidated Statements of Stockholders’ Equity and Consolidated Statements of Cash Flows. Common Stock Economic and Voting Rights Each share of the Company’s Class A common stock and Class B common stock entitles its holders to one vote per share on all matters presented to the Company’s stockholders generally; provided that, for as long as ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5 % or more of all of the outstanding common units of CWGS, LLC, the shares of Class B common stock held by the ML Related Parties will entitle the ML Related Parties to the number of votes necessary such that the ML Related Parties, in the aggregate, cast 47 % 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. 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 former Chairman and Chief Executive Officer, Marcus A. Lemonis. 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. Shares of Class B common stock may only be issued to the extent necessary to maintain the one-to-one ratio between the number of common units of CWGS, LLC held by funds controlled by Crestview Partners II GP, L.P. and the ML Related Parties (the “Class B Common Owners”) and the number of shares of Class B common stock held by the Class B Common Owners. Shares of Class B common stock are transferable only together with an equal number of common units of CWGS, LLC. Only permitted transferees of common units held by the Class B Common Owners will be permitted transferees of Class B common stock. Shares of Class B common stock will be canceled on a one-for-one basis upon the redemption of any of the outstanding common units of CWGS, LLC held by the Class B Common Owners. Upon the occurrence of certain change in control events, the Class C common stock would no longer have any voting rights, such share of the Company’s Class C common stock will be cancelled for no consideration and will be retired, and the Company will not reissue such share of Class C common stock. 133 Table of Contents The Company must, at all times, maintain a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of common units of CWGS, LLC owned by CWH (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities). November 2024 Public Offering On November 1, 2024, the Company completed a public offering (the “November 2024 Public Offering”) in which the Company sold 14,634,146 shares of the 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 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 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. Of the 16,829,267 shares Class A common stock sold in the November 2024 Public Offering, 4,228,700 were issued from treasury stock and the remainder were newly-issued shares. 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. Stock Repurchase Program In October 2020, the Company’s Board of Directors initially authorized a stock repurchase program for the repurchase of up to $ 100.0 million of the Company’s Class A common stock, expiring on October 31, 2022. 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. 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 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. 20. Non-Controlling Interests As described in Note 19 — Stockholders’ Equity, CWH is the sole managing member of CWGS, LLC and, as a result, consolidates the financial results of CWGS, LLC. The Company reports a non-controlling interest representing the common units of CWGS, LLC held by Continuing Equity Owners. Changes in CWH’s ownership interest in CWGS, LLC while CWH retains its controlling interest in CWGS, LLC will be accounted for as equity transactions. 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 134 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2025 ​ As of December 31, 2024 ​ ​ Common Units ​ ​ ​ Ownership % ​ ​ ​ Common Units ​ ​ ​ Ownership % CWH ​ ​ 63,436,696 ​ ​ 61.4 % ​ ​ 62,502,096 ​ ​ 61.0 % Continuing Equity Owners ​ ​ 39,895,393 ​ ​ 38.6 % ​ ​ 39,895,393 ​ ​ 39.0 % Total ​ ​ 103,332,089 ​ ​ 100.0 % ​ ​ 102,397,489 ​ ​ 100.0 % ​ 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 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. The following table summarizes the effects of changes in ownership in CWGS, LLC on the Company’s equity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ($ in thousands) ​ ​ 2025 ​ ​ 2024 ​ ​ 2023 ​ ​ Net (loss) income attributable to Camping World Holdings, Inc. ​ $ ( 89,799 ) ​ $ ( 38,637 ) ​ $ 33,372 ​ Transfers to non-controlling interests: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from the public offering ​ ​ — ​ ​ ( 118,798 ) ​ ​ — ​ 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 ​ ​ — ​ ​ ( 239 ) ​ ​ ( 485 ) ​ Increase (decrease) in additional paid-in capital as a result of the vesting of restricted stock units ​ ​ 3,713 ​ ​ ( 13,097 ) ​ ​ ( 25,080 ) ​ (Decrease) increase in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs ​ ​ ( 6,032 ) ​ ​ ( 487 ) ​ ​ 3,016 ​ Increase in additional paid-in capital as a result of the stock award to employee ​ ​ 564 ​ ​ — ​ ​ — ​ Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on stock award to employee ​ ​ ( 854 ) ​ ​ — ​ ​ — ​ Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC ​ ​ — ​ ​ 1,531 ​ ​ 1,169 ​ Change from net (loss) income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests ​ $ ( 92,408 ) ​ $ ( 169,727 ) ​ $ 11,992 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 21. Stock-Based Compensation Plans The following table summarizes the stock-based compensation that has been included in the following line items within the consolidated statements of operations during: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ($ in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Stock-based compensation expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs applicable to revenue ​ $ 459 ​ $ 372 ​ $ 895 ​ Selling, general, and administrative ​ ​ 43,819 ​ ​ 21,213 ​ ​ 23,191 ​ Total stock-based compensation expense ​ $ 44,278 ​ $ 21,585 ​ $ 24,086 ​ Total income tax benefit recognized related to stock-based compensation (1) ​ $ 21 ​ $ 2,963 ​ $ 3,205 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 135 Table of Contents (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 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 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. 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. A summary of stock option activity for the year ended December 31, 2025 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ ​ ​ Aggregate ​ Remaining ​ ​ Stock Options ​ Weighted Average ​ Intrinsic Value ​ Contractual Life ​ ​ (in thousands) ​ Exercise Price ​ ​ ​ (in thousands) ​ ​ ​ (years) Outstanding at December 31, 2024 ​ ​ 155 ​ $ 21.98 ​ ​ ​ ​ ​ ​ Exercised ​ ​ — ​ $ — ​ ​ ​ ​ ​ ​ Forfeited ​ ​ ( 17 ) ​ $ 22.00 ​ ​ ​ ​ ​ ​ Outstanding and exercisable at December 31, 2025 ​ ​ 138 ​ $ 21.97 ​ $ — ​ ​ 0.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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. 136 Table of Contents RSUs A summary of RSU activity for the year ended December 31, 2025 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restricted ​ Weighted Average ​ ​ Stock Units ​ Grant Date ​ ​ (in thousands) ​ ​ ​ Fair Value Outstanding at December 31, 2024 ​ ​ 1,652 ​ $ 25.61 Granted ​ ​ 1,713 ​ ​ 17.85 Vested ​ ​ ( 1,263 ) ​ ​ 23.11 Forfeited ​ ​ ( 187 ) ​ ​ 26.47 Outstanding at December 31, 2025 ​ ​ 1,915 ​ ​ 18.99 ​ ​ ​ ​ ​ ​ ​ ​ 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, 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. 137 Table of Contents Performance Stock Units A summary of performance stock unit activity for the year ended December 31, 2025 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Performance ​ Weighted Average ​ ​ Stock Units ​ Grant Date ​ ​ (in thousands) ​ ​ ​ Fair Value Outstanding at December 31, 2024 ​ ​ — ​ $ — Granted ​ ​ 750 ​ ​ 13.84 Vested ​ ​ — ​ ​ — Forfeited ​ ​ — ​ ​ — Outstanding at December 31, 2025 ​ ​ 750 ​ ​ 13.84 ​ ​ ​ ​ ​ ​ ​ ​ 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. 138 Table of Contents 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. ​ 22. (Loss) Earnings Per Share Basic (loss) earnings per share of Class A common stock is computed by dividing net (loss) income available to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted (loss) earnings per share of Class A common stock is computed by dividing net (loss) income available to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted (loss) earnings per share of Class A common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ (In thousands except per share amounts) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income ​ $ ( 105,638 ) ​ $ ( 78,880 ) ​ $ 52,929 ​ Less: net (loss) income attributable to non-controlling interests ​ ​ 15,839 ​ ​ 40,243 ​ ​ ( 19,557 ) ​ Net (loss) income attributable to Camping World Holdings, Inc. — basic ​ ​ ( 89,799 ) ​ ​ ( 38,637 ) ​ ​ 33,372 ​ Add: 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 ​ ​ — ​ ​ — ​ ​ 15,392 ​ Net (loss) income attributable to Camping World Holdings, Inc. — diluted ​ $ ( 89,799 ) ​ $ ( 38,637 ) ​ $ 48,764 ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares of Class A common stock outstanding — basic ​ ​ 62,724 ​ ​ 48,005 ​ ​ 44,626 ​ Dilutive options to purchase Class A common stock ​ ​ — ​ ​ — ​ ​ 20 ​ Dilutive restricted stock units ​ ​ — ​ ​ — ​ ​ 281 ​ Dilutive common units of CWGS, LLC that are convertible into Class A common stock ​ ​ — ​ ​ — ​ ​ 40,045 ​ Weighted-average shares of Class A common stock outstanding — diluted ​ ​ 62,724 ​ ​ 48,005 ​ ​ 84,972 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) earnings per share of Class A common stock — basic ​ $ ( 1.43 ) ​ $ ( 0.80 ) ​ $ 0.75 ​ (Loss) earnings per share of Class A common stock — diluted ​ $ ( 1.43 ) ​ $ ( 0.80 ) ​ $ 0.57 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average anti-dilutive securities excluded from the computation of diluted (loss) earnings per share of Class A common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options to purchase Class A common stock ​ ​ 147 ​ ​ 175 ​ ​ 50 ​ Liability-classified awards ​ ​ 37 ​ ​ — ​ ​ — ​ Restricted stock units ​ ​ 2,338 ​ ​ 1,979 ​ ​ 1,364 ​ Common units of CWGS, LLC that are convertible into Class A common stock ​ ​ 39,895 ​ ​ 40,007 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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) ​ ​ 750 ​ ​ — ​ ​ — ​ ​ (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. As such, separate presentation of basic and diluted (loss) earnings per share of Class B common stock or Class C common stock under the two-class method has not been presented. 139 Table of Contents 23. Segment Information The Company has the following two reportable segments: (i) Good Sam Services and Plans, and (ii) RV and Outdoor Retail (see Note 1 – Summary of Significant Accounting Policies – Description of the Business for a discussion of the primary revenue generating activities of each segment). 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. 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. Intersegment revenues consist of segment revenues that are eliminated in the Company’s consolidated statements of operations. Intersegment revenues include transactions with other segments and revenue recognition that differs between a segment standalone basis versus a consolidated basis, such as point-in-time recognition versus over-time recognition. 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. 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. 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. The CODM considers budget-to-actual and/or forecast-to-actual Segment Adjusted EBITDA variances on a monthly basis when making decisions about allocating capital and personnel to the segments. The CODM will also use Segment Adjusted EBITDA as a component of the compensation for certain employees and when considering opening new greenfield or acquired RV dealership locations, new Good Sam services, or changes to Good Sam service partners. 140 Table of Contents Reportable segment revenue, Segment Adjusted EBITDA, depreciation and amortization, other interest expense, net, total assets, and capital expenditures are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2025 ​ Year Ended December 31, 2024 ​ Year Ended December 31, 2023 ​ ​ Good Sam ​ RV and ​ Good Sam ​ RV and ​ Good Sam ​ RV and ​ ​ Services ​ Outdoor ​ Services ​ Outdoor ​ Services ​ Outdoor ($ in thousands) ​ and Plans ​ Retail ​ and Plans ​ Retail ​ and Plans ​ Retail Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ 199,751 ​ $ — ​ $ 194,575 ​ $ — ​ $ 193,827 ​ $ — New vehicles ​ ​ — ​ ​ 2,761,149 ​ ​ — ​ ​ 2,825,640 ​ ​ — ​ ​ 2,576,278 Used vehicles ​ ​ — ​ ​ 1,970,224 ​ ​ — ​ ​ 1,613,849 ​ ​ — ​ ​ 1,979,632 Products, service and other ​ ​ — ​ ​ 756,984 ​ ​ — ​ ​ 820,111 ​ ​ — ​ ​ 870,038 Finance and insurance, net ​ ​ — ​ ​ 639,544 ​ ​ — ​ ​ 599,718 ​ ​ — ​ ​ 562,256 Good Sam Club ​ ​ — ​ ​ 41,497 ​ ​ — ​ ​ 46,081 ​ ​ — ​ ​ 44,516 Intersegment revenue (1) ​ ​ 1,181 ​ ​ 10,932 ​ ​ 1,055 ​ ​ 11,358 ​ ​ 1,000 ​ ​ 12,154 Total revenue before intersegment eliminations ​ ​ 200,932 ​ ​ 6,180,330 ​ ​ 195,630 ​ ​ 5,916,757 ​ ​ 194,827 ​ ​ 6,044,874 Segment expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted costs applicable to revenue (2) ​ ​ 84,082 ​ ​ 4,407,456 ​ ​ 70,557 ​ ​ 4,203,549 ​ ​ 58,765 ​ ​ 4,283,700 Intersegment costs applicable to revenue (3) ​ ​ 742 ​ ​ 11,615 ​ ​ 784 ​ ​ 9,780 ​ ​ 909 ​ ​ 9,814 Adjusted selling, general and administrative (4) ​ ​ 30,432 ​ ​ 1,514,890 ​ ​ 29,774 ​ ​ 1,509,557 ​ ​ 24,273 ​ ​ 1,479,642 Floor plan interest expense ​ ​ — ​ ​ 76,786 ​ ​ — ​ ​ 95,121 ​ ​ — ​ ​ 83,075 Other segment items (5) ​ ​ — ​ ​ ( 155 ) ​ ​ — ​ ​ 188 ​ ​ — ​ ​ 314 Segment Adjusted EBITDA ​ $ 85,676 ​ $ 169,738 ​ $ 94,515 ​ $ 98,562 ​ $ 110,880 ​ $ 188,329 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Intersegment revenue consists of segment revenue that is eliminated in our consolidated statements of operations. (2) Adjusted costs applicable to revenue exclude stock-based compensation expense, restructuring costs, and intersegment costs applicable to revenue. (3) Intersegment costs applicable to revenue consist of segment costs applicable to revenue that are eliminated in our consolidated statements of operations. (4) Adjusted selling, general, and administrative expenses excludes stock-based compensation expense, restructuring costs, and intersegment operating expenses. (5) Other segment items include (i) intersegment operating expenses, which are eliminated in our consolidated statements of operations, and (ii) other expense, net excluding loss and/or impairment on investments in equity securities. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) ​ 2025 ​ ​ 2024 ​ ​ 2023 Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans Segment ​ $ 200,932 ​ $ 195,630 ​ $ 194,827 RV and Outdoor Retail Segment ​ ​ 6,180,330 ​ ​ 5,916,757 ​ ​ 6,044,874 Total segment revenue ​ ​ 6,381,262 ​ ​ 6,112,387 ​ ​ 6,239,701 Intersegment eliminations ​ ​ ( 12,113 ) ​ ​ ( 12,413 ) ​ ​ ( 13,154 ) Total revenue ​ ​ 6,369,149 ​ ​ 6,099,974 ​ ​ 6,226,547 Segment Adjusted EBITDA: ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans Segment ​ ​ 85,676 ​ ​ 94,515 ​ ​ 110,880 RV and Outdoor Retail Segment ​ ​ 169,738 ​ ​ 98,562 ​ ​ 188,329 Total Segment Adjusted EBITDA ​ ​ 255,414 ​ ​ 193,077 ​ ​ 299,209 Corporate SG&A excluding SBC (1) ​ ​ ( 14,081 ) ​ ​ ( 12,573 ) ​ ​ ( 10,880 ) Depreciation and amortization ​ ​ ( 95,335 ) ​ ​ ( 81,190 ) ​ ​ ( 68,643 ) Long-lived asset impairment ​ ​ ( 1,237 ) ​ ​ ( 15,061 ) ​ ​ ( 9,269 ) Gain on lease termination and/or remeasurement ​ ​ 1,996 ​ ​ 2,297 ​ ​ 103 Gain (loss) on sale or disposal of assets ​ ​ 850 ​ ​ ( 9,855 ) ​ ​ 5,222 Stock-based compensation (2) ​ ​ ( 44,278 ) ​ ​ ( 21,585 ) ​ ​ ( 24,086 ) Restructuring costs (3) ​ ​ — ​ ​ — ​ ​ ( 5,540 ) Loss and impairment on investments in equity securities (4) ​ ​ ( 10,379 ) ​ ​ ( 3,262 ) ​ ​ ( 1,770 ) Other interest expense, net ​ ​ ( 121,836 ) ​ ​ ( 140,444 ) ​ ​ ( 135,270 ) Tax Receivable Agreement liability adjustment ​ ​ 148,956 ​ ​ — ​ ​ 2,442 Intersegment eliminations (5) ​ ​ 89 ​ ​ ( 1,661 ) ​ ​ ( 2,116 ) Income (loss) before income taxes ​ $ 120,159 ​ $ ( 90,257 ) ​ $ 49,402 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (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 that is not allocated to the segments, such as stock-based 141 Table of Contents 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 excludes our 2019 Strategic Shift. These restructuring costs include one-time employee termination benefits, incremental inventory reserve charges, and other associated costs. These costs exclude lease termination costs, which are presented as a separate reconciling line item. 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. (5) Represents the net impact of intersegment eliminations on income (loss) before income taxes. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ($ in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Depreciation and amortization: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ 4,843 ​ $ 3,280 ​ $ 3,278 ​ RV and Outdoor Retail ​ ​ 90,492 ​ ​ 77,910 ​ ​ 65,365 ​ Total depreciation and amortization ​ $ 95,335 ​ $ 81,190 ​ $ 68,643 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ($ in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ Other interest expense, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ ( 95 ) ​ $ ( 77 ) ​ $ ( 204 ) ​ RV and Outdoor Retail ​ ​ 25,144 ​ ​ 30,373 ​ ​ 27,131 ​ Subtotal ​ ​ 25,049 ​ ​ 30,296 ​ ​ 26,927 ​ Corporate & other ​ ​ 96,787 ​ ​ 110,148 ​ ​ 108,343 ​ Total other interest expense, net ​ $ 121,836 ​ $ 140,444 ​ $ 135,270 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ($ in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Assets: ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ 127,282 ​ $ 121,876 RV and Outdoor Retail ​ ​ 4,906,137 ​ ​ 4,509,509 Subtotal ​ ​ 5,033,419 ​ ​ 4,631,385 Corporate & other ​ ​ 10,915 ​ ​ 231,892 Total assets ​ $ 5,044,334 ​ $ 4,863,277 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) ​ 2025 ​ ​ 2024 ​ ​ 2023 Capital expenditures: ​ ​ ​ ​ ​ ​ ​ ​ ​ Good Sam Services and Plans ​ $ 11,230 ​ $ 8,534 ​ $ 4,040 RV and Outdoor Retail ​ ​ 241,054 ​ ​ 91,905 ​ ​ 194,234 Total capital expenditures ​ $ 252,284 ​ $ 100,439 ​ $ 198,274 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) ​ 142 Table of Contents Schedule I: Condensed Financial Information of Registrant Camping World Holdings, Inc. Condensed Balance Sheets (Parent Company Only) (In Thousands Except Per Share Amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2025 ​ 2024 Assets ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 4,920 ​ $ 10,141 Affiliate Loan ​ ​ — ​ ​ 6,000 Prepaid income taxes and other ​ ​ 1,263 ​ ​ 2,817 Total current assets ​ ​ 6,183 ​ ​ 18,958 ​ ​ ​ ​ ​ ​ ​ Deferred tax asset ​ ​ — ​ ​ 213,642 Investment in subsidiaries ​ ​ 227,722 ​ ​ 248,127 Total assets ​ $ 233,905 ​ $ 480,727 ​ ​ ​ ​ ​ ​ ​ Liabilities and stockholders' equity ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accrued liabilities ​ ​ — ​ ​ 96 Current portion of liabilities under Tax Receivable Agreement ​ ​ 1,416 ​ ​ — Total current liabilities ​ ​ 1,416 ​ ​ 96 ​ ​ ​ ​ ​ ​ ​ Liabilities under Tax Receivable Agreement, net of current portion ​ ​ — ​ ​ 150,372 Other long-term liabilities ​ ​ 3,899 ​ ​ 3,697 Total liabilities ​ ​ 5,315 ​ ​ 154,165 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders' equity: ​ ​ ​ ​ ​ ​ Preferred stock, par value $ 0.01 per share – 20,000 shares authorized; none issued and outstanding as of December 31, 2025 and 2024 ​ ​ — ​ ​ — Class A common stock, par value $ 0.01 per share – 250,000 shares authorized; 63,437 and 62,502 shares issued and outstanding, respectively ​ ​ 634 ​ ​ 625 Class B common stock, par value $ 0.0001 per share – 75,000 shares authorized; 39,466 shares issued and outstanding ​ ​ 4 ​ ​ 4 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 ​ ​ 216,944 ​ ​ 193,692 Retained earnings ​ ​ 11,008 ​ ​ 132,241 Total stockholders' equity ​ ​ 228,590 ​ ​ 326,562 Total liabilities and stockholders' equity ​ $ 233,905 ​ $ 480,727 ​ See accompanying Notes to Condensed Financial Information ​ 143 Table of Contents Schedule I: Condensed Financial Information of Registrant (continued) Camping World Holdings, Inc. Condensed Statements of Operations (Parent Company Only) (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ Intercompany revenue ​ $ 27,023 ​ $ 12,637 ​ $ 10,584 Total revenue ​ ​ 27,023 ​ ​ 12,637 ​ ​ 10,584 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general, and administrative ​ ​ 27,023 ​ ​ 12,715 ​ ​ 10,646 Total operating expenses ​ ​ 27,023 ​ ​ 12,715 ​ ​ 10,646 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from operations ​ ​ — ​ ​ ( 78 ) ​ ​ ( 62 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income, net ​ ​ 382 ​ ​ 1,209 ​ ​ 1,426 Affiliate Loan interest income ​ ​ 4 ​ ​ 141 ​ ​ 39 Tax Receivable Agreement liability adjustment ​ ​ 148,956 ​ ​ — ​ ​ 2,442 Equity in net (loss) income of subsidiaries ​ ​ ( 25,219 ) ​ ​ ( 53,442 ) ​ ​ 21,463 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) before income taxes ​ ​ 124,123 ​ ​ ( 52,170 ) ​ ​ 25,308 Income tax (expense) benefit ​ ​ ( 213,922 ) ​ ​ 13,533 ​ ​ 8,064 Net (loss) income ​ $ ( 89,799 ) ​ $ ( 38,637 ) ​ $ 33,372 ​ ​ See accompanying Notes to Condensed Financial Information ​ 144 Table of Contents Schedule I: Condensed Financial Information of Registrant (continued) Camping World Holdings, Inc. Condensed Statements of Cash Flows (Parent Company Only) (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Operating activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income ​ $ ( 89,799 ) ​ $ ( 38,637 ) ​ $ 33,372 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustments to reconcile net (loss) income to net cash used in operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity in net income of subsidiaries ​ ​ 25,219 ​ ​ 53,442 ​ ​ ( 21,463 ) Deferred tax expense ​ ​ 213,642 ​ ​ ( 12,846 ) ​ ​ ( 14,229 ) Tax Receivable Agreement liability adjustment ​ ​ ( 148,956 ) ​ ​ — ​ ​ ( 2,442 ) Change in assets and liabilities, net of acquisitions: ​ ​ ​ ​ ​ ​ ​ ​ ​ Prepaid income taxes and other assets ​ ​ 1,604 ​ ​ ( 2,590 ) ​ ​ 6,219 Accounts payable and other accrued liabilities ​ ​ ( 1 ) ​ ​ ( 1,238 ) ​ ​ 1,238 Payment pursuant to Tax Receivable Agreement ​ ​ — ​ ​ ( 13,350 ) ​ ​ ( 10,937 ) Other, net ​ ​ 202 ​ ​ 3,697 ​ ​ — Net cash provided (used) in operating activities ​ ​ 1,911 ​ ​ ( 11,522 ) ​ ​ ( 8,242 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Purchases of LLC Interest from CWGS, LLC ​ ​ — ​ ​ ( 333,905 ) ​ ​ ( 389 ) Distributions received from CWGS, LLC ​ ​ 18,302 ​ ​ 20,507 ​ ​ 36,716 Lent funds under Affiliate Loan ​ ​ — ​ ​ ( 79,000 ) ​ ​ ( 30,000 ) Repaid funds under Affiliate Loan ​ ​ 6,000 ​ ​ 103,000 ​ ​ — Net cash provided by (used in) investing activities ​ ​ 24,302 ​ ​ ( 289,398 ) ​ ​ 6,327 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Proceeds from issuance of Class A common stock sold in a public offering net of underwriter discounts and commissions ​ ​ — ​ ​ 333,356 ​ ​ — Dividends paid to Class A common stockholders ​ ​ ( 31,434 ) ​ ​ ( 24,749 ) ​ ​ ( 66,831 ) Proceeds from exercise of stock options ​ ​ — ​ ​ 549 ​ ​ 389 Net cash (used in) provided by financing activities ​ ​ ( 31,434 ) ​ ​ 309,156 ​ ​ ( 66,442 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Decrease) increase in cash and cash equivalents ​ ​ ( 5,221 ) ​ ​ 8,236 ​ ​ ( 68,357 ) Cash and cash equivalents at beginning of year ​ ​ 10,141 ​ ​ 1,905 ​ ​ 70,262 Cash and cash equivalents at end of the year ​ $ 4,920 ​ $ 10,141 ​ $ 1,905 ​ See accompanying Notes to Condensed Financial Information ​ 145 Table of Contents Schedule I: Condensed Financial Information of Registrant (continued) Camping World Holdings, Inc. Notes to Condensed Financial Information (Parent Company Only) December 31, 2025 1. Organization Camping World Holdings, Inc. (the “Parent Company”) was formed on March 8, 2016 as a Delaware corporation and is a holding company with no direct operations. The Parent Company's assets consist primarily of cash and cash equivalents, its equity interest in CWGS Enterprises, LLC ("CWGS, LLC”), its Affiliate Loan (as defined in Note 3 – Affiliate Loan), and certain deferred tax assets. The Parent Company's cash inflows are primarily from cash dividends or distributions and other transfers from CWGS, LLC. The amounts available to the Parent Company to fulfill cash commitments and pay cash dividends on its common stock are subject to certain restrictions in CWGS, LLC’s Senior Secured Credit Facilities. See Note 10 to the consolidated financial statements. 2. Basis of Presentation These condensed parent company financial statements should be read in conjunction with the consolidated financial statements of Camping World Holdings, Inc. and the accompanying notes thereto, included in this Form 10-K. For purposes of this condensed financial information, the Parent Company's interest in CWGS, LLC is recorded based upon its proportionate share of CWGS, LLC's net assets (similar to presenting them on the equity method). The Parent Company is the sole managing member of CWGS, LLC, and pursuant to the Amended and Restated LLC Agreement of CWGS, LLC (the “LLC Agreement”), receives compensation in the form of reimbursements for all costs associated with being a public company. 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 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. 3. 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 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. 146 Table of Contents 4. Commitments and Contingencies The Parent Company is party to a tax receivable agreement with certain holders of common units in CWGS, LLC (the "Continuing Equity Owners") that provides for the payment by the Parent Company to the Continuing Equity Owners of 85 % of the amount of any tax benefits that the Parent Company actually realizes, or in some cases are deemed to realize, as a result of certain transactions. See Note 12 to the consolidated financial statements for more information regarding the Parent Company's tax receivable agreement. As described in Note 12 to the consolidated financial statements, amounts payable under the tax receivable agreement are contingent upon, among other things, (i) generation of future taxable income of Camping World Holdings, Inc. 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. See Note 14 to the consolidated financial statements for information regarding pending and threatened litigation. Pursuant to the LLC Agreement, the Parent Company receives reimbursements for all costs associated with being a public company, which includes costs of litigation and cybersecurity incidents. 5. Income Taxes CWGS, LLC completed the steps necessary to convert Camping World, Inc. (“CW”) and certain of its subsidiaries from Subchapter C Corporations to limited liability companies (“LLCs”) with an effective date of January 2, 2023 (the “LLC Conversion”). All required filings for conversion to LLC were made by December 31, 2022. Accordingly, the effect of the LLC Conversion was recorded during the year ended December 31, 2022, as the filings were perfunctory pursuant to the rules prescribed under ASC 740, Income Taxes. Beginning with the year ending December 31, 2023, the operating losses of CW and its subsidiaries will offset taxable income generated by CWGS, LLC’s other LLC businesses. As a result, both income tax expense recognized by the Parent Company and the amount of required tax distributions paid to holders of common units in CWGS, LLC, under the CWGS LLC Agreement, will decrease. The LLC Conversion will allow CWGS, LLC to more easily integrate its retail and dealership operations and more seamlessly share resources within the RV and Outdoor Retail segment, while providing an expected future cash flow benefit for the operating companies. During the year ended December 31, 2023, the above LLC Conversion resulted in additional income tax benefit for the Parent Company of $ 3.1 million. 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. 6. 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 147 Table of Contents 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. Of the 16,829,267 shares Class A common stock sold in the November 2024 Public Offering, 4,228,700 were issued from treasury stock and the remainder were newly-issued shares. CWGS, LLC, on behalf of the Parent Company, incurred approximately $ 1.0 million of offering costs that were recorded as a reduction in the additional paid-in capital recorded by the Parent Company for the proceeds from the November 2024 Public Offering. 7. Stock Repurchase Program 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 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. 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. 8. Statements of Cash Flows Supplemental disclosures of cash flow information are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Cash refunded during the period for: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest ​ $ — ​ $ — ​ $ — Income taxes ​ ​ ( 1,473 ) ​ ​ ( 4,989 ) ​ ​ ( 646 ) Noncash financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Par value of Class A common stock issued for redemption of common units in CWGS, LLC ​ ​ — ​ ​ 1 ​ ​ 20 Cost of treasury stock issued for vested restricted stock units ​ ​ — ​ ​ 15,320 ​ ​ 29,542 ​ ​ Cash paid for income taxes, net of refunds, for the following period: ​ ​ ​ ​ ​ ​ Year Ended ($ in thousands) ​ ​ December 31, 2025 Federal ​ $ — State ​ ​ ( 1,473 ) ​ ​ $ ( 1,473 ) ​ ​ ​ ​ ​ 148 Table of Contents Cash paid (received) for income taxes exceeded 5% of total income taxes paid, net of refunds, in the following jurisdictions: ​ ​ ​ ​ ​ ​ Year Ended ($ in thousands) ​ ​ December 31, 2025 State: ​ ​ ​ Florida ​ $ ( 308 ) Idaho ​ ​ ( 140 ) Illinois ​ ​ ( 147 ) Minnesota ​ ​ ( 177 ) New Jersey ​ ​ ( 412 ) Oregon ​ ​ 119 Virginia ​ ​ ( 171 ) Various ​ ​ ( 237 ) ​ ​ ​ ​ ​ ​ ​ 149 Table of Contents Schedule II: Valuation and Qualifying Accounts ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ ​ ​ Additions ​ ​ ​ Charged ​ ​ ​ Charges ​ ​ ​ Balance ​ ​ ​ ​ Beginning ​ ​ ​ Charged to ​ ​ ​ to Other ​ ​ ​ Utilized ​ ​ ​ at End ($ in thousands) ​ ​ ​ of Period ​ ​ ​ Expense (1) ​ ​ ​ Accounts (2) ​ ​ ​ (Write-offs) ​ ​ ​ of Period Accounts receivable allowance (3) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2025 ​ $ 2,748 ​ $ 1,461 ​ $ — ​ $ ( 787 ) ​ $ 3,422 Year ended December 31, 2024 ​ ​ 2,978 ​ ​ 754 ​ ​ — ​ ​ ( 984 ) ​ ​ 2,748 Year ended December 31, 2023 ​ ​ 4,222 ​ ​ ( 954 ) ​ ​ 14 ​ ​ ( 304 ) ​ ​ 2,978 ​ (1) Additions to allowance for credit losses are charged to expense. (2) Additions to returns allowances are credited against revenue. (3) Accounts receivable allowance includes the allowance for credit losses. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ ​ ​ Additions ​ ​ ​ Charged ​ ​ ​ Charges ​ ​ ​ Balance ​ ​ ​ ​ Beginning ​ ​ ​ Charged to ​ ​ ​ to Other ​ ​ ​ Utilized ​ ​ ​ at End ($ in thousands) ​ ​ ​ of Period ​ ​ ​ Expense ​ ​ ​ Accounts ​ ​ ​ (Write-offs) ​ ​ ​ of Period Noncurrent other assets allowance: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2025 ​ $ — ​ $ 4,157 ​ $ — ​ $ ( 1,000 ) ​ $ 3,157 Year ended December 31, 2024 ​ ​ 61 ​ ​ — ​ ​ — ​ ​ ( 61 ) ​ ​ — Year ended December 31, 2023 ​ ​ 37 ​ ​ 61 ​ ​ — ​ ​ ( 37 ) ​ ​ 61 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tax Valuation ​ Tax Valuation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance ​ Allowance ​ Charged or ​ ​ ​ ​ ​ Balance at ​ Charged to ​ Credited to ​ (Credited) ​ Balance ​ ​ ​ ​ Beginning ​ ​ ​ Income Tax ​ ​ ​ Income Tax ​ ​ ​ to Other ​ at End ($ in thousands) ​ ​ ​ of Period ​ ​ ​ Provision ​ ​ ​ Provision ​ ​ ​ Accounts (1) ​ ​ ​ of Period Valuation allowance for deferred tax assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2025 ​ $ 227,605 ​ $ 184,058 ​ $ — ​ $ ( 613 ) ​ $ 411,050 Year ended December 31, 2024 ​ ​ 192,686 ​ ​ — ​ ​ ( 1,568 ) ​ ​ 36,487 ​ ​ 227,605 Year ended December 31, 2023 ​ ​ 106,052 ​ ​ 64,351 ​ ​ — ​ ​ 22,283 ​ ​ 192,686 (1) Amounts charged to additional paid-in capital relating to the outside basis in the investment in CWGS, LLC. ​ ​ 150 Table of Contents ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. ​