CWH 10-K & 10-Q changes, risk factors and insider trading

Our business is affected by the availability of financing to us and our customers. Generally, RV dealers, including us, finance their purchases of inventory. As of December 31, 2024,2025, we had up to $1.85$2.15 billion in maximum borrowing capacity under our EighthNinth Amended and Restated Credit Agreement for floor plan financing (the “Floor Plan Facility”) (see Note 4 ─ Inventories and Floor Plan Payables to our consolidated financial statements included in Part II, Item 8 of this Form 10-K). A decrease in the availability of this type of wholesale financing or an increase in the cost of such wholesale financing could prevent us from carrying adequate levels of inventory, which may limit product offerings and could lead to reduced revenues.

Furthermore, many of our customers finance their RV purchases. Consumer credit market conditions continue to influence demand, especially for RVs, and may continue to do so. There continue to be fewer lenders, more stringent underwriting and loan approval criteria, and greater down payment requirements than in the past. Deteriorating economic conditions as a result of federal government actiondue to controlfactors including heightened inflation, such as higher interest rates, increased unemployment, financial market uncertainty, decreases in disposable income, declines in consumer confidence, tariffs, economic slowdowns or recessions hashave negatively impacted and may in the future negatively impact credit conditions or credit worthiness of our customers, and adversely affect the ability of consumers to finance potential purchases at acceptable terms and interest rates. For instance, the higher interest rates have limited the amount of financing that certain customers qualify for when purchasing a new or used RV. This has resulted and could in the future result in a decrease in sales of our products and have a material adverse effect on our business, financial condition and results of operations.

In the future, new government regulations could require us to sell RVs and other products that rely on alternative energy sources or prohibit consumers from purchasing products that rely on fuel or other traditional energy sources. For example, regulations passed in December 2021 by the California Air Resources Board (“CARB”) will prohibit the sale of gas-powered generators in California beginning in 2028. Additionally, CARB approved the Advanced Clean Trucks regulation in March 2021, which places requirements on RV manufacturers that are expected to prevent many new diesel RV models from being sold in California (and in states that have adopted the California standard) beginning with the 2024 model year. However, consistent with President Trump’s January 20, 2025 executive order titled “Unleashing American Energy”, directsCongress approved resolutions under the Congressional Review Act (CRA) that revoked waivers from the United States Environmental Protection Agency (“EPA”) to revoke certain federal waivers that previously allowed California to adopt the Advanced Clean Truck regulation and other greenhouse gas (“GHG”) emissions regulations that are stricter than whatfederal regulations. Although Trump signed the CRA Resolutions in June 2025, they remain subject to judicial challenges and it is currentlyunclear providedwhether underCalifornia’s federalAdvanced law.Clean Trucks regulation remains enforceable. In addition, Trump’s executive order also callscalled for creation of a new, and likely less stringent, federal vehicle emissions standardstandards and alsothe preventingEPA individualproposed statesnew fromregulations implementingin August 2025 that would repeal previously adopted regulations on vehicle and GHG emissions that are more stringent than the federal standard.emissions. It is currently unclear whether such regulations implementing the executive order will be proposed or adopted and, if adopted, whether they would survive likely judicial challenges. However, if current EPA and CARB regulations relating to vehicle emissions and energy sources remain in place, or become more stringent in the future, we may not have offerings available to satisfy such requirements or such alternative energy sources could be less desirable to our customers or result in reduced towing capacity, which may reduce demand or lower margins and adversely affect our business, financial condition or results of operations.

We cannot be certain that historical consumer preferences for RVs in general, and any related products, will remain unchanged. RVs are generally used for recreational purposes, and demand for our products may be adversely affected by competition from other activities that occupy consumers’ leisure time and by changes in consumer lifestyle, usage pattern, or taste. Similarly, an overall decrease in consumer leisure time may reduce consumers’ willingness to purchase our products. During the COVID-19 pandemic, we experienced significant acceleration in our in-store traffic and revenue trends in May 2020 continuing into the quarter ended June 30, 2021 and demand for new and used vehicles remained elevated through the remainder of 2021 and into the beginning of 2022. The industry saw an influx of new first-time participants because RVs allowed people to travel in a safe and socially distant manner during the COVID-19 crisis. These trends are no longer prevalent and may not recur in the future. Over the past several years, we have seen a shift in our overall sales mix towards new travel trailer vehicles, which, prior to the COVID-19 pandemic, had led to declines in our average selling price of a new vehicle unit. From 2015 to 2024,2025, new vehicle travel trailer units as a percent of total new vehicles increased from 62% to 77%79% of total new vehicle unit sales. From 2015 to 2024,2025, our average selling price of a new vehicle unit increaseddecreased 1%,8%, from $39,853 to $40,089,$37,083, as inflation over that period was partially offset by the higher mix of lower priced travel trailers.trailers was partially offset by higher inflation over that period. As a result of the lower industry supply of travel trailers and motorhomes for much of 2021, both average cost and average sales price increased in 2022 and 2021, but average selling price began to decrease in 2023 and continued inthrough 2024.2025. During 2025, average sales price and average cost of new vehicles decreased 7% and 6%, respectively.

OurThe expansion into new, unfamiliar markets, businesses, product lines or categories presents increased risks that may prevent us from being profitable in theseany such new markets, businesses, product lines or categories. Delays in opening new store locations, including greenfield locations and acquisitions, on anticipated timelines or at all, could have a material adverse effect on our business, financial condition and results of operations.

OurThe expansion into new markets, businesses, products or categories may not be supported adequately by our current resources, personnel and systems, and may also create new distribution and merchandising challenges, including additional strain on our distribution centers, an increase in information to be processed by our management information systems and diversion of management attention from existing operations. To the extent that we are not able to meet these additional challenges, our sales could decrease, and our operating expenses could increase, which could have a material adverse effect on our business, financial condition and results of operations.

Finally, the size, timing, and integration of any future new store location openings, including greenfield locations and acquisitions, or the acquisition of new businesses, product lines or categories may cause substantial fluctuations in our results of operations from quarter to quarter. Consequently, our results of operations for any quarter may not be indicative of the results that may be achieved for any subsequent quarter or for a full fiscal year. These fluctuations could adversely affect the market price of our Class A common stock.

As a result of the above factors, we cannot assure you that we will be successful in operating our store locations in new markets or acquiring new businesses, product lines or categories on a profitable basis, and our failure to do so could have a material adverse effect on our business, financial condition and results of operations.

Failure to maintain the strength and value of our brands and reputation could have a material adverse effect on our business, financial condition and results of operations.

Our success depends on the value and strength of our key brands, including Good Sam and Camping World. These brands are integral to our business as well as to the implementation of our strategies for expanding our business. Maintaining, enhancing, promoting and positioning our brands, particularly in new markets where we have limited brand recognition, will depend largely on the success of our marketing and merchandising efforts and our ability to provide high quality services, protection plans, products and resources and a consistent, high quality customer experience. Our brands could be adversely affected if we fail to achieve these objectives, if we fail to comply with local laws and regulations, if we are subject to publicized litigation or if our public image or reputation were to be tarnished by negative publicity. Some of these risks may be beyond our ability to control, such as the effects of negative publicity regarding our manufacturers, suppliers or third-party providers of services or negative publicity related to members of management. Any of these events could result in decreases in revenues. Further, maintaining, enhancing, promoting and positioning our brands’ image may require us to make substantial investments, which could adversely affect our cash flow, and which may ultimately be unsuccessful. These factors could have a material adverse effect on our business, financial condition and results of operations.

Our success depends upon our ability to successfully manage our inventory and to anticipate and respond to merchandise trends and consumer demands in a timely manner. Our products are intended to appeal to consumers who are, or could become, RV owners and enthusiasts across North America. The preferences of these consumers cannot be predicted with certainty and are subject to change. Further, the retail consumer industry, by its nature, is volatile and sensitive to numerous economic factors, including consumer preferences, competition, market conditions, general economic conditions and other factors outside of our control. We typically order merchandise well in advance of the following selling season making it difficult for us to respond rapidly to new or changing product trends, increases or decreases in consumer demand or changes in prices. Additionally, we may not be able to adjust proprietary pricing tools, such as the RV Valuator, to respond to changes in consumer demand or pricing until after a trend is established. If we misjudge either the market for our merchandise or our consumers’ purchasing habits in the future, our revenues may decline significantly, and we may not have sufficient quantities of merchandise to satisfy consumer demand or sales orders, or we may be required to discount excess inventory, either of which could have a material adverse effect on our business, financial condition and results of operations. For example, in the normal course of business, we periodically will implement discounting to reduce our excess RV inventory. During 2023 and early 2024, we discounted 2022 and 2023 model year RVs to reduce the mix of those model years compared to 2024 model year RVs that we had procured at a lower cost, which also resulted in the need for us to discount certain used RVs. This discounting resulted in a decrease in average selling prices of new and used vehicles in 2023 and early 2024. During the fourth quarter of 2022 and in connection with restructuring activities during 2023, we used clearance and discounted pricing on certain categories within our products, services, and other offerings to reduce our retail inventory levels. In addition, we have exited certain non-RV retail categories because we felt those categories did not have sufficient demand or sales margins to justify our inventory levels. These activities have negatively impacted our gross margin, operating margin and selling, general and administrative expenses and could materially adversely affect our future results of operations and financial condition.

From time to time, we engage in cost cutting or restructuring initiatives to try to streamline our organizational footprint. These initiatives may not have the intended benefits and may result in unintended consequences and costs, such as the loss of institutional knowledge and expertise, attrition beyond the intended number of employees impacted by any reduction in force, and decreased morale among our remaining employees. We also may be unable to terminate or sublet applicable leases or reduce IT costs related to such initiatives, which has occurred in connection with recent restructuring initiatives. If we are unable to realize the anticipated benefits from our cost cutting or restructuring initiatives, or if we experience significant adverse consequences from such initiatives, our business, financial condition, and results of operations may be materially adversely affected.

We primarily rely on our fulfillment and distribution centers for our retail, e-commerceretail and cataloge-commerce businesses, and, if there is a natural disaster or other serious disruption at any such facility, we may be unable to deliver merchandise effectively to our stores or customers.

We handle almost all of our e-commerce and catalog orders and distribution to our retail stores through fulfillment and distribution facilities (see “Item 2. Properties” under Part I of this Form 10-K). Any natural disaster or other serious disruption at any such facility due to fire, tornado, earthquake, flood or any other cause could damage our on-site inventory or impair our ability to use such distribution and fulfillment center. While we maintain business interruption insurance, as well as general property insurance, the amount of insurance coverage may not be sufficient to cover our losses in such an event. Any of these occurrences could impair our ability to adequately stock our stores or fulfill customer orders and harm our results of operations.

The occurrence of one or more natural disasters, such as tornadoes, hurricanes, fires, droughts, floods, hail storms and earthquakes, unusual weather conditions, epidemic outbreaks such as Ebola, Zika virus, bird flu, novel coronavirus or measles, or other public health crises, terrorist attacks or disruptive political events in certain regions where our stores are located could adversely affect our business and result in lower sales, or could impact the degree to which travel and recreational activities remain attractive, either of which could have a material adverse effect on our business, financial condition, and results of operations. Severe weather, such as heavy snowfall or extreme temperatures, may discourage or restrict customers in a particular region from traveling to our stores or utilizing our products, thereby reducing our sales and profitability. Natural disasters including tornadoes, hurricanes, droughts, floods, hailstorms and earthquakes may damage our stores or other operations, which may materially adversely affect our consolidated financial results. In addition to business interruption, our retail business is subject to substantial risk of property loss due to the concentration of property at our store locations. Climate change and other environmental and social pressures may impact the frequency and/or intensity of such events as well as cause chronic changes, such as changes in temperature or precipitation patterns or sea-level rise, that may also have an adverse impact on our operations, including but not limited to a change in consumer behavior, including with respect to the degree to which travel and recreational activities remain attractive. To the extent these events also impact one or more of our key suppliers or result in the closure of one or more of our distribution centers or our corporate headquarters, we may be unable to maintain inventory balances, maintain delivery schedules or provide other support functions to our stores. Our insurance coverage may also be insufficient to cover all losses related to such events, or changing climatic conditions may make it so that we are not able to obtain sufficient insurance coverage on terms that we find acceptable. Any of these events could have a material adverse effect on our business, financial condition and results of operations.

Our business depends in part on developing and maintaining productive relationships with third-party providers of services, protection plans, products and resources that we market to our customers. During the year ended December 31, 2024,2025, we sourced our products from over 2,8001,300 domestic and international vendors. Additionally, we rely on certain third-party providers to support our services, protection plans, products and resources, including insurance carriers for our property and casualty insurance and extended service contracts, banks and captive financing companies for vehicle financing and refinancing, Comenity Capital Bank as the issuer of our co-branded credit card,cards, and a tow provider network for our roadside assistance programs. We cannot accurately predict when, or the extent to which, we will experience any disruption in the supply of products from our vendors or suppliers or services from our third-party providers. Any such disruption could negatively impact our ability to market and sell our services, protection plans, products and resources, which could have a material adverse effect on our business, financial condition and results of operations. In addition, Comenity Capital Bank could decline to renew our services agreement or become insolvent and unable to perform our contract, and we may be unable to timely find a replacement bank to provide these services.

We depend on merchandise purchased from our vendors to obtain products for our store locations. We have no contractual arrangements providing for continued supply from two of our key vendors,vendors; andhowever, our other vendors may discontinue selling to us at any time. Changes in commercial practices of our key vendors or manufacturers, such as changes in vendor support and incentives or changes in credit or payment terms, could also negatively impact our results. If we lose one or more key vendors or are unable to promptly replace a vendor that is unwilling or unable to satisfy our requirements with a vendor providing equally appealing products at comparable prices, we may not be able to offer products that are important to our merchandise assortment.

A portion of the products that we purchase for resale, including those purchased from domestic suppliers, is manufactured abroad in China, Mexico and other countries. In addition, we believe most of our non-RV privateexclusive labelbrand merchandise is manufactured abroad. Additionally, many of our U.S.-based suppliers source some of their components from these countries, which could result in higher procurement costs from U.S.-based suppliers. In 2024,2025, our costs applicable to revenue included the costs of directly sourced inventory from China, Mexico, and Canada of approximately $27.0$37.5 million, $10.0$10.5 million and $2.0$2.3 million, respectively.

Trade tensions between the United States and China, Mexico, Canada, Russia and other countries hashave escalated in recent years. We may not be able to mitigate the impacts of any future tariffs or trade restrictions, and our business, results of operations and financial position would be materially adversely affected. As a result, our foreign imports, in particular imports from China and Mexico, subject us to the risks of changes in, or the imposition of new import tariffs, duties or quotas, new restrictions on imports, loss of “most favored nation” status with the United States for a particular foreign country, antidumping or countervailing duty orders, retaliatory actions in response to illegal trade practices, work stoppages, delays in shipment, trade route challenges due to global political tensions, freight expense increases, product cost increases due to foreign currency fluctuations or revaluations and economic uncertainties. If any of these or other factors were to cause a disruption of trade from the countries in which our vendors or the suppliers of our vendors are located or impose additional costs in connection with the purchase of our products, we may be unable to obtain sufficient quantities of products to satisfy our requirements and our results of operations could be adversely affected.

Additionally, theresome arestakeholders increasinghave expectations that companies monitor the environmental and/or social performance of their suppliers,value chains, including compliance with a variety of labor practices.practices There is also increased attention regarding theand end of life considerations for products like ours, and we could experience increased expectations and regulations that effect our ability to sell our products.considerations. Compliance with emerging expectations and regulations can be costly, require us to establish or augment programs to diligence or monitor our suppliers, or, in the case of legislation such as the Uyghur Forced Labor Prevention Act, to design supply chains to avoid certain regions altogether. To the extent that any foreign manufacturers which supply products to us directly or indirectly utilize quality control standards, labor practices or other practices that vary from those legally mandated or commonly accepted in the United States, we could be hurt by a variety of adverse impacts, including but not limited to any resulting negative publicity or, in some cases, face potential liability or a denial of import for our products.

Our success depends in part on our ability to attract, hire, train and retain qualified managerial, sales, marketing, and service personnel. Competition for these types of personnel is high. We may be unsuccessful in attracting and retaining the personnel we require to conduct our operations successfully and, in such an event, our business could be materially and adversely affected. Our success also depends to a significant extent on the continued service and performance of our senior management team, including our Chairman and Chief Executive Officer, Marcus A. Lemonis.team. The loss of any member of our senior management team, or our failure to successfully manage any retirements or transitions in senior management or the integration of senior management into new roles could impair our ability to execute our business plan and could therefore have a material adverse effect on our business, results of operations and financial condition.

Our privateexclusive brand offerings expose us to various risks.

We expect to continue to grow our exclusive private brand offerings, sometimes referred to as private brand offerings or contract manufacturing, through a combination of brands that we own and brands that we license from third parties. We have invested in our development and procurement resources and marketing efforts relating to these privateexclusive brand offerings. Although we believe that our privateexclusive brand products offer value to our customers at each price point and provide us with higher gross margins than comparable third-party branded products we sell, the expansion of our privateexclusive brand offerings also subjects us to certain specific risks in addition to those discussed elsewhere in this section, such as:

An increase in sales of our privateexclusive brands may also adversely affect sales of our vendors’ products, which may, in turn, adversely affect our relationship with our vendors. Our failure to adequately address some or all of these risks could have a material adverse effect on our business, results of operations and financial condition.

We are also subject to federal and numerous state consumer protection and unfair trade practice laws and regulations relating to the sale, transportation and marketing of motor vehicles, including so-called “lemon laws.” Federal, state and local laws and regulations also impose upon vehicle operators various restrictions on the length and width of motor vehicles that may be operated in certain jurisdictions or on certain roadways. Certain jurisdictions also prohibit the sale of vehicles exceeding length restrictions. Federal and state authorities also have various environmental control standards relating to air, water, noise pollution and hazardous waste generation and disposal which affect our business and operations.

We and the RVs we sell are subject to environmental regulations that may adversely impact us. For example, regulations passed in December 2021 by the CARB will prohibit the sale of gas-powered generators in California beginning in 2028. Additionally, CARB approved the Advanced Clean Trucks regulation in March 2021, which places requirements on RV manufacturers that are expected to prevent many new diesel RV models from being sold in states that have adopted the regulation beginning with the 2024 model year. See Item 1A, “Risk Factors ― Fuel shortages, high prices for fuel, or changes in energy sources could have a negative effect on our business.” for additional information on these regulations and recent executiveactions ordersby the Trump Administration impacting such regulations. We may not have offerings available to satisfy any such requirements or such alternative energy sources could be less desirable to our customers or result in reduced towing capacity, which may reduce demand or lower margins and adversely affect our business, financial condition or results of operations.

We offer extended service contracts and gapguaranteed asset protection (“GAP”) insurance that may be purchased as a supplement to the original purchaser’s warranty. These products are subject to complex federal and state laws and regulations. There can be no assurance that regulatory authorities in the jurisdictions in which these products are offered will not seek to regulate or restrict these products. Failure to comply with applicable laws and regulations, including with respect to the transfer of administration and liability obligations associated with these extended service contracts to a third party upon purchase by the customer, could result in fines or other penalties including orders by state regulators to discontinue sales of the warranty products in one or more jurisdictions. Such a result could materially and adversely affect our business, results of operations and financial condition.

Our operations involve the use, handling, storage and contracting for recycling and/or disposal/discharge of materials such as motor oil and filters, transmission fluids, antifreeze, refrigerants, paints, thinners, batteries, cleaning products, lubricants, degreasing agents, tires and propane. Consequently, our business is subject to a complex variety of federal, state and local requirements that regulate the environment, public health and safety, and we may incur significant costs to comply with such requirements, which costs may increase if existing laws and regulations are revised or reinterpreted or if new laws and regulations become applicable to our operations. Certain of our operations may also require permits or other approvals, which may delay our ability to execute on portions of our business strategy. Our failure to comply with these regulations could cause us to become subject to fines and penalties or otherwise have an adverse impact on our business. In addition, we indemnify certain of our landlords for any hazardous waste which may be found on or about property we lease that may become the subject of a claim arising during or after our lease term. Certain environmental laws may impose liability on us, as the owner or operator, for environmental contamination at our properties without regard to whether we knew of or caused the contamination or the legality of the release or disposal action at the time of its occurrence. If any such hazardous wastecontamination were to be found on property that we occupy, a claim giving rise to our liability could have a negative effect on our business, financial condition and results of operations.

There is scrutiny from investors, customers, policymakers, and other stakeholders regarding companies’ management of ESG matters, such as climate change and human capital. For example, regulatory,there market,are varying expectations on fuel economy, GHG emissions, and other changesaspects to respond to climate change, such as the fuel economy and GHG emissions regulations promulgated by EPA and CARB (see above "—Fuel shortages, high prices for fuel, or changes in energy sources could have a negative effect onof our business”), may adversely impact our business, financial condition, or results of operations.products. We may not have offerings available to satisfy such requirements or such alternative energy sources could be less desirable to our customers or result in reduced towing capacity, which may reduce demand or lower margins and adversely affect our business, financial condition or results of operations.

Expectations around the company’s management of ESG matters continues to evolve rapidly, in many instances due to factors that are out of our control. Any voluntary efforts we engage in (including disclosures, certifications, goals, or others) to improve the ESG profile of our company and/or products may be costly and may not have the desired effect. Moreover, various stakeholders have different, and at times conflicting, expectations. For example, while some policymakers (such as the State of California) have adopted requirements for various disclosures or actions on environmental and social matters, (including GHG metrics and others described above in “—Fuel shortages, high prices for fuel, or changes in energy sources could have a negative effect on our business”), policymakers in other jurisdictions have sought to constrain companies’ consideration of such matters in certain circumstances. Both advocates and opponents to certain ESG matters are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives. We may be required to incur costs to manage ESG matters or navigate stakeholder expectations regarding same, and any failure to sufficientlyaddress orsuch appropriatelyexpectations do so, (including any divergent legal requirements or novel interpretations of existing requirements,) may result in reputational damage, as well as impacts to our ability to attract and retain employees or customers, regulatory or investor engagement, or other adverse impacts. This and other stakeholder expectations will likely lead to increased costs as well as scrutiny that could heighten all of the risks identified in this risk factor. All of these risks may also impact our suppliers or customers, which may indirectly impact our business, financial condition, or results of operations.

In addition, there is no guarantee that we will be able to expand our e-commerce business. Our competitors may have e-commerce businesses that are substantially larger and more developed than ours, which places us at a competitive disadvantage. Although we continually update our websites, we may not be successful in implementing improved website features and there is no guarantee that such improvements will expand our e-commerce business. If we are unable to expand our e-commerce business, our growth plans willmay suffer, and the price of our Class A common stock could decline.

We expect cyberattacks to accelerate going forward. Threat actors are becoming more sophisticated and difficult to anticipate or deflect as they increasingly use tools and techniques, including artificial intelligence designed to circumvent security controls, to avoid detection, and to remove forensic evidence that may be needed to effectively identify, investigate and remediate attacks. As a result, we may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our IT Systems, Confidential Information, or business. In addition, we regularly identify and track known security vulnerabilities in software and systems but cannot guarantee that patches or mitigating measures will be applied before vulnerabilities can be exploited by a threat actor. There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and Confidential Information. Because we make extensive use of third party suppliers and service providers, such as cloud services that support our internal and customer-facing operations, successful cyberattacks that disrupt or result in unauthorized access to third party IT Systems can materially impact our operations and financial results.

AnyA adversesignificant impactincident tothat impacts the availability, integrity, or confidentiality of our IT Systems, or Confidential Information could result in interruptions in our services, noncompliance with dynamic laws and regulations, substantial negative media attention, damage to our club member, customer and supplier relationships and our reputation, exposure to litigation (including class actions), regulatory investigations, and lost sales, fines, penalties, lawsuits,damages, and increased remediation costs, any or all of which could have a material adverse effect on our business, financial condition and results of operations. We cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all. Finally, there can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.

We have been named in the past, are currently named and may be named in the future as defendants of class action lawsuits.lawsuits, including wage and hour class action litigation. We have been subject to securities class action litigation and may be subject to similar or other litigation in the future. For information regarding these lawsuits, refer to Note 14, Commitments and Contingencies – Litigation of our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

The results of the securities class action lawsuits, stockholder derivative lawsuits, and any other current or future legal proceedings cannot be predicted with certainty. Regardless of their subject matter or merits, such legal proceedings have resulted in and are likely to continue to result in significant cost to us, which may not be covered by insurance, may divert the attention of management or may otherwise have an adverse effect on our business, financial condition and results of operations. Negative publicity or negative outcomes from litigation, whether or not resulting in a substantial cost, could materially damage our reputation, could limit our operations and could have a material adverse effect on our business, financial condition, results of operations, and the price of our Class A common stock. In addition, such legal proceedings may make it more difficult to finance our operations.

We entered into a voting agreement in connection with our IPO with ML Acquisition Company, LLC, a Delaware limited liability company, which is indirectly owned by each of the estate of our former director, Stephen Adams, and ourformer Chairman and Chief Executive Officer, Marcus A. Lemonis (“ML Acquisition”), ML RV Group, LLC, a Delaware limited liability company, wholly owned by ourformer Chairman and Chief Executive Officer, Marcus A. Lemonis (“ML RV Group”), CVRV Acquisition LLC and CVRV Acquisition II LLC (the “Voting Agreement”). Subject to the Voting Agreement, Marcus A. Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, may approve or disapprove substantially all transactions and other matters requiring approval by our stockholders, such as a merger, consolidation, dissolution or sale of all or substantially all of our assets, the issuance or redemption of certain additional equity interests, and the election of directors including transactions that may not be in the best interests of holders of our Class A common stock or, conversely, prevent the consummation of transactions that may be in the best interests of holders of our Class A common stock. We have been made aware of the potential dissolution of ML Acquisition and its wholly-owned subsidiary, CWGS Holding, LLC (“CWGS Holding”), although the date of any such dissolution has not been determined. If a dissolution occurs, the Company expects that Common Units of CWGS Enterprises, LLC and Class B Common Stock of the Company held by CWGS Holding would be distributed to the members of ML Acquisition (such distributees, the “ML Related Parties” and such transactions, the “Distribution”).

In addition, pursuant to the Voting Agreement, Crestview Advisors, L.L.C., a registered investment adviser to private equity funds, including funds affiliated with Crestview Partners II GP, L.P. (“Crestview”) currently has the right to designate one of our directors (the “Crestview Director”). Each of ML Acquisition and ML RV Group has agreed to vote, or cause to vote, all of their outstanding shares of our Class A common stock, Class B common stock and Class C common stock at any annual or special meeting of stockholders in which directors are elected, so as to cause the election of the Crestview Director. In addition, the ML Related Parties also currently have the right to designate four of our directors (the “ML Acquisition Directors”). Moreover, ML RV Group has the right to designate one director for as long as it holds our one share of Class C common stock (the “ML RV Director”). As described in the Voting Agreement, these designation rights are subject to change based on the relevant parties’ ownership of Class A common stock. Funds controlled by Crestview Partners II GP, L.P. have agreed to vote, or cause to vote, all of their outstanding shares of our Class A common stock and Class B common stock at any annual or special meeting of stockholders in which directors are elected, so as to cause the election of the ML Acquisition Directors and the ML RV Director. Additionally, pursuant to the Voting Agreement, we are required to take commercially reasonable action to cause (i) the Board of Directors to be comprised at least of nine directors absent an appropriate waiver or approval to increase or decrease the size of the Board (which the Company obtained to set the Board at eight directors); (ii) the individuals designated in accordance with the terms of the Voting Agreement to be included in the slate of nominees to be elected to the Board of Directors at the next annual or special meeting of stockholders of the Company at which directors are to be elected and at each annual meeting of stockholders of the Company thereafter at which a director’s term expires; (iii) the individuals designated in accordance with the terms of the Voting Agreement to fill the applicable vacancies on the Board of Directors; and (iv) a ML Acquisition Director or the ML RV Director to be the chairperson of the Board of Directors (as defined in our amended and restated bylaws). The Voting Agreement allows for the Board of Directors to reject the nomination, appointment or election of a particular director if such nomination, appointment or election would constitute a breach of the Board of Directors’ fiduciary duties to the Company’s stockholders or does not otherwise comply with any requirements of our amended and restated certificate of incorporation or our amended and restated bylaws or the charter for, or related guidelines of, the Board of Directors’ Nominating and Corporate Governance Committee. Based on current beneficial ownership of the Company’s securities by ML Acquisition, immediately following any Distribution, the ML Related Parties collectively would continue to be entitled to designate four (4) directors to the Board. The ML Related Parties would no longer be obligated to vote, or cause to be voted, all outstanding shares of Class B Common Stock previously held by ML Acquisition at any annual or special meeting of stockholders of the Company at which directors of the Company are to be elected so as to cause the election of the director designated to serve by Crestview. However, ML RV Group would be required to vote, or cause to be voted, its share of Class C Common Stock at any annual or special meeting of stockholders of the Company at which directors of the Company are to be elected so as to cause the election of the Crestview Director. In addition, the ML Related Parties would not have any voting obligations relating to the directors designated by the ML Related Parties. While the Crestview Stockholders would still be obligated to vote for the ML Acquisition Directors and the director designated to serve on the Board by ML RV Group, there would no longer be an individual, group or company that holds more than 50% of the voting power for the election of the Company’s directors and the Company would therefore no longer qualify as a “controlled company” under the rules of the New York Stock Exchange, absent an agreement between the ML Acquisition Members and Crestview as to future director elections. For additional information, see “We are a “controlled company” within the meaning of the NYSE listing requirements and, as a result, qualify for exemptions from certain corporate governance requirements. Our stockholders do not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.”

The Voting Agreement further provides that, for so long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, 22.5% or more of our Class A common stock (assuming that all outstanding common units in CWGS, LLC are redeemed for newly-issued shares of our Class A common stock on a one-for-one basis), the approval of ML Acquisition will be required for certain corporate actions. These actions include: (1) a change of control; (2) acquisitions or dispositions of assets above $100 million; (3) the issuance of securities of Camping World Holdings, Inc. or any of its subsidiaries (other than under equity incentive plans that have received the prior approval of our Board of Directors); (4) material amendments to our certificate of incorporation or bylaws; and (5) any change in the size of the Board of Directors. The Voting Agreement also provides that, for so long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, 27.5% or more of our Class A common stock (assuming that all outstanding common units of CWGS, LLC are redeemed for newly-issued shares of our Class A common stock, on a one-for-one basis), the approval of ML Acquisition, as applicable, will be required for the hiring and termination of our Chief Executive Officer; provided, however, that the approval of the ML Related Parties is only required at such time as Marcus A. Lemonis no longer serves as our Chief Executive Officer. These rights may prevent the consummation of transactions that may be in the best interests of holders of our Class A common stock. FollowingWe anypreviously Distribution,disclosed our understanding that CWGS Holding, LLC and ML Acquisition would be dissolved. To our knowledge, these dissolutions have not occurred and it is unknown if the MLdissolutions Relatedmay Partiesoccur would no longer havein the foregoing consent rights described above that are currently held by ML Acquisition.future.

We are a holding company and had no material assets as of December 31, 2024,2025, other than our ownership of 62,502,09663,436,696 common units, representing a 61.0%61.4% economic interest in the business of CWGS, LLC, an affiliate loan receivable with CWGS Group, LLC of $6.0 million, and cash of $10.1$4.9 million. We have no independent means of generating revenue or cash flow, and our ability to pay dividends in the future, if any, will be dependent upon the financial results and cash flows of CWGS, LLC and its subsidiaries and distributions we receive from CWGS, LLC. There can be no assurance that our subsidiaries will generate sufficient cash flow to dividend or distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in our debt instruments, will permit such dividends or distributions.

Additional liabilities under the Tax Receivable Agreement may be required to be recorded when CWGS, LLC units are redeemed in the future. Such amounts of cash payments that the Company may be required to make under the Tax Receivable Agreement for such future redemptions could be significant. In addition, we may be required to record an increase to the liability to the extent we can project utilization of benefits derived from prior exchanges. The amount of liabilities to be recorded in the future for such redemptions is dependent on a variety of factors including future stock prices, tax rates in effect, and the Company’s ability to utilize the tax benefits created as a result of the future redemptions of CWGS, LLC units. The significance of these factors and related uncertainty associated with the related liabilities makes estimation of future potential amounts under the Tax Receivable Agreement impractical to determine.

We have reserved shares for issuance under our 2016 Incentive Award Plan (as amended and restated, the “2016 Plan”) in an amount equal to 8,473,4926,993,081 shares of Class A common stock as of December 31, 2024,2025, including shares of Class A common stock issuable pursuant to 155,029137,719 stock optionsoptions, 1,915,476 restricted stock units, and 1,651,929750,000 restrictedperformance stock units that were granted to certain of our directors and certain of our employees.employees and advisors. Any Class A common stock that we issue, including under our 2016 Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership of holders of our Class A common stock.

Our ability and intention to pay dividends on our Class A common stockstock, if any, is subject to the discretion of our Board of Directors and may be limited by our structure and statutory restrictions.

We have historically paid a regular cash dividend using distributions from CWGS, LLC, including all or a portion of the Excess Tax Distribution (as defined under “Dividend Policy” included in Part II, Item 5 of this Form 10-K), to the holders of our Class A common stock from time to time, subject to the discretion of our Board of Directors. However,In February 2026, following consideration of forecasted tax distributions, the reduced availability of excess tax distributions to fund dividend payments driven partly by the impact of recent tax law changes, and in consideration of our focus on reducing net debt leverage, our Board of Directors determined to pause our regular cash dividend program. Our Board of Directors will monitor changes in the above factors and plans to re-evaluate the future of our dividend program at a later date. The payment of future dividends on our Class A common stockstock, if any, will be subject to our discretion as the sole managing member of CWGS, LLC,LLC and the discretion of our Board of Directors and will depend on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, business prospects and other factors that our Board of Directors may deem relevant. Additionally, our ability to distribute any Excess Tax Distribution will also be subject to no early termination or amendment of the Tax Receivable Agreement, as well as the amount of tax distributions actually paid to us and our actual tax liability, which is affected by the conversion of certain subsidiaries, including Camping World, Inc., to limited liability companies (see Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K). As a consequence of these limitationsconsiderations, the Board of Directors determined to pause our regular cash dividend program and restrictions, we may not bemake ablefuture todividend make, or may have to reduce or eliminate, the payment of dividendspayments on our Class A common stock. Additionally, any change in the level of our dividends or the suspension of the payment thereof could adversely affect the market price of our Class A common stock. For additional information on our payments of dividends, see “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Dividend Policy” under Part II of this Form 10-K.

Material weaknesses in our internal control over financial reporting could have a significant adverse effect on our business and the price of our Class A common stock.

In future periods, if our senior management is unable to remediate the material weakness such that they cannot conclude that we have effective internal control over financial reporting, or to certify the effectiveness of such controls, or if our independent registered public accounting firm cannot render an unqualified opinion on management’s assessment and the effectiveness of our internal control over financial reporting, or if additional material weaknesses in our internal control over financial reporting are identified, we may be required to restate our financial statements and could be subject to regulatory scrutiny, a loss of public and investor confidence, and litigation from investors and stockholders, which could have a material adverse effect on our business and the price of our Class A common stock.

Camping World Holdings, Inc. (together with its subsidiaries) is the world’sAmerica’s largest retailer of recreational RVs and related products and services. Through our Camping World and Good Sam brands, our vision is to buildmake ait businesseasy thatfor makeseveryone to enjoy RVing and otherempower outdoorour adventurescustomers’ funjoy andof easy.travel. We strive to build long-term value for our customers, employees, and stockholders by combining a unique and comprehensive assortmentoffering of RV products and services with a national network of RV dealerships, service centers and customer support centers along with the industry’s most extensive online presence and a highly-trained and knowledgeable team of associates serving our customers, the RV lifestyle, and the communities in which we operate.centers. We also believe that our Good Sam organization and family of highly-specialized services and plans, including roadside assistance, protection plans and insurance, uniquely enablesenable us to connect withprotect our customers ason stewardsthe ofroad an outdoor and recreational lifestyle.ahead. On December 31, 2024,2025, we operated a total of 206196 store locations, with all of them selling and/or servicing RVs. See Note 1 ─ Summary of Significant Accounting Policies ─ Description of the Business to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

During the first quarter of 2025,2026, we expecthave to open twelve RV dealerships, convert one RV service and retail center into an RV dealership, and closeopened two RV dealerships.

Same store revenue. Same store revenue measures the performance of a store location during the current reporting period against the performance of the same store location in the corresponding period of the previous year. Our same store revenue calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year. As of December 31, 2024 and 2023,2025, we had a base of 175 and 166 same stores, respectively.stores. For the years ended December 31, 20242025 and 2023,2024, our aggregate same store revenue was $5.2$5.5 billion and $5.5$5.3 billion, respectively. With same store revenue driven by the number of transactions and the average transaction price, changes in our mix of new vehicle sales hashave in the past negatively impacted, and in the future is likely to negatively impact, our new vehicle same store revenue. Over the past several years, we have seen a shift in our overall mix of new RV sales towards travel trailer vehicles, which tend to carry lower average selling prices than other classes of new RV vehicles. From 2015 to 2024,2025, total new vehicle travel trailer units have increased from 62% to 78%79% of total new vehicle unit sales. From 2015 to 20242025 our average selling price of a new vehicle unit increaseddecreased 1%7.0% from $39,853 to $40,089,$37,083, as inflation over that period was partially offset by the higher mix of lower priced travel trailers.trailers was partially offset by inflation over that period.

According to the RV Industry Association’s survey of manufacturers, which almost entirely focuses on North America, wholesale shipments of new RVs for 20242025 were 333,733342,220 units, 6.6%2.5% greater than in 2023. This positive trend is highlighted by a 7.6% rise in December 2024 shipments with 23,153 units shipped compared to 21,522 units shipped in the same period in 2023.2024.

Additionally, these new vehicle price pressures have resulted, and may continue to result, in a decline in residual values of used vehicles, which led us to discount used vehicle pricing in order to maintain used vehicles as a lower cost alternative to new vehicles, which has negatively impacted used vehicle gross margins. We also experienced lower used vehicle inventory levels infor much of 2024 as we slowed procurement to allow RV owner pricing expectations to adjust as a result of 2024 model year pricing declines. DuringBeginning in the fourth quarter of 2024,2024 after the release of 2025 model year pricing, we took steps to reverse the trend of decreasingincrease used vehicle revenue and unit sales,sales whichby increasing the procurement of used vehicles. This resulted in ana 8.2%22.1% increase in used vehiclevehicles revenue and 11.4%24.6% increase in used vehiclevehicles unit sales in the2025. fourthSince quarterused ofvehicle 2024.inventory levels were normalized during 2025, we would expect used vehicles revenue and unit sales in 2026 to grow at a lower rate than what we experienced in 2025.

We are closely monitoring U.S. trade policy developments with countries from which we source product and equipment, such as China, Mexico, and Canada. There is uncertainty as to the extent and duration of additional tariffs that have or may be imposed on imports from these countries. We have made adjustments to our procurement practices to partially mitigate certain of the potential negative effects that additional tariffs may impose on the sourcing of our inventory and equipment. Additionally, many of our U.S.-based suppliers source some of their components from these countries, which couldhas resulted and may in the future result in higher procurement costs from U.S.-based suppliers. In 2024,2025, our costs applicable to revenue included the costs of directly sourced inventory from China, Mexico, and Canada of approximately $27.0$37.6 million, $10.0$10.5 million and $2.0$2.3 million, respectively.

In 2019, we made a strategic decision to refocus our business around our core RV competencies (the “2019 Strategic Shift”), which was substantially complete by December 31, 2021. On March 1, 2023, our management determined to implement plans to exit and restructure operations of our indirect subsidiary, Active Sports, LLC, a specialty products retail business (the “Active Sports Restructuring”), which were substantially complete by December 31, 2023. For the 2019 Strategic ShiftShift, the remaining potential ongoing charges relatedrelate to lease termination costs and other associated costs relating to the leases of certain previously closed locations and facilities. The timing of sublease and/or termination negotiations will vary as both are contingent on landlord approvals. We expect that the ongoing lease-related costs relating to the 2019 Strategic Shift, net of associated sublease income, will be less than $3.5$3.0 million per year. During the year ended December 31, 2024, the Company terminated the final significant lease under the Active Sports Restructuring that included a $1.5 million lease termination fee that was paid in October 2024. The Company does not expect any further costs under the Active Sports Restructuring beyond insignificant lease costs of less than $0.2$0.8 million per year. See Note 5 — Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

More specifically, CWH is organized as a C-Corp and, as of December 31, 2024,2025, is a 61.0%61.4% owner of CWGS, LLC. CWGS, LLC is organized as a limited liability company 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 (“Pass-Through”), with the exception of CWFR Capital, LLC, Americas Road and Travel Club, Inc. and FreedomRoads RV, Inc., and their wholly-owned subsidiaries, which are active C-Corps embedded within the CWGS, LLC structure. As discussed below, prior to 2023, Camping World, Inc. (“CW”) and its wholly-owned subsidiaries were also C-Corps embedded within the CWGS, LLC structure.

CWH receives an allocation of its share of the net income of CWGS, LLC based on CWH’s weighted-average ownership of CWGS, LLC for the period. CWH recognizes income tax expense on its pre-tax income including its portion of this income allocation from CWGS, LLC primarily relating to Pass-Through entities. The income tax relating to the net income of CWGS, LLC allocated to CWH that relates to separately taxed C-Corp entities is recorded within the consolidated results of CWGS, LLC. No income tax expense is recognized by the Company for the portion of net income of CWGS, LLC allocated to non-controlling interests other than income tax expense recorded by CWGS, LLC. Rather, tax distributions are paid to the non-controlling interest holders, which are recorded as distributions to holders of LLC common units in the consolidated statements of cash flows. CWH is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income of CWGS, LLC and is taxed at the prevailing corporate tax rates. For the years ended December 31, 2024,2025, 20232024 and 2022,2023, the Company used a blended statutory tax rate assumptionsassumption between 25.0% and 25.4%,25.3%, for income adjustments applicable to CWH when calculating the adjusted net income attributable to Camping World Holdings, Inc. — basic and diluted (see “Non-GAAP Financial Measures” in Part II, Item 7 of this Form 10-K). For the year ended December 31, 2025, CWH recorded a full valuation allowance on its CWH net deferred tax assets, which is expected to significantly reduce the income tax expense that CWH will record in periods after 2025 while that full valuation allowance is in place (see Note 12 — Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K). CWGS, LLC may be liable for various other state and local taxes.

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

Unless otherwise indicated, all financial comparisons in this section of Results of Operations compare our financial results for the year ended December 31, 2025 to our financial results from the year ended December 31, 2024. The following tablestable setsets forth information comparing the components of net income for the years ended December 31, 20242025 and 2023.2024.

Good Sam Services and Plans gross profit and gross margin decreased primarily due to the nonrecurrence in 2024 of $5.5 million in savings from finalizing contract negotiations to exit an arrangement with a service partner in 2023, incremental roadside assistance claims costs in 20242025, and reducedincremental policiescosts inassociated force forwith our tire rescue roadside assistance programs,business purchased in June 2024, partially offset by increased contracts in force for our Good Sam Insurancebranded Agencyextended programs.vehicle warranty program sales through retail finance and insurance offerings.

New vehicles revenue increaseddecreased primarily due to a 20.0% increase in the number of new vehicles sold, partially offset by an 8.6%7.5% decrease in the average selling price per new vehicle soldsold, drivenpartially primarilyoffset by a 5.6% increase in the lower cost of 2024 model year travel trailers and discounting of pre-2024 model year new vehicles.vehicles unit sales. On a same store basis, new vehicles revenue increaseddecreased 4.9%2.0% to $2.5 billion withresulting from an increase in the number of new vehicles sold of 15.0%, which was partially offset by an 8.8%8.4% decrease in the average selling price per new vehicle sold (seewhich Industrywas Trendsimpacted aboveby the mix shift toward more inexpensive entry level travel trailers, partially offset by a 6.9% increase in Item 7 of Part II of this Form 10-K for further discussion of new vehiclevehicles averageunits selling prices and cost).sold.

UsedNew vehicles gross profit decreased primarily due to the decrease in used vehicles sold and the lower gross profit per used vehicle sold. The lower gross profit per used vehicle and a 209120 basis point decrease in usednew vehiclevehicles gross margin, which was partially offset by the 5.6% increase in new vehicles unit sales. The new vehicles gross margin decrease was primarily driven by the 9.2%7.5% decrease in the average selling price per usednew vehicle sold, partially offset by thea 6.8%6.2% decreasereduction in the average cost per usednew vehicle sold.

Products, service and other revenue decreased primarily due to aincreased reductionmix inof labor towards used vehicle reconditioning and away from customer pay and warranty work as used vehicle sales activityvolumes resultingincreased, from our Active Sports Restructuring,and the divestiture of our RV furniture business,business andin fewerMay used2024, vehicleswhich contributed $9.3 million of revenue outside of the RV furniture sold leadingthrough toour astore declinelocations in retail product attachment to vehicle sales, as used vehicles experience higher retail product attachment than new vehicles. This revenue decrease was partially offset by increases in RV service revenue.2024. On a same store basis, products, service and other revenue decreased 4.0%6.7% to $648.2$609.4 million.

Finance and insurance revenue and gross profit is recorded net, since the Company is acting as an agent in the transaction, and commission is recognized when a finance and insurance product contract payment has been received or financing has been arranged. FinanceThe finance and insurance, net revenue increased $37.5 million, whichincrease was primarily a result of an increased number of contracts sold resulting from a 13.6% increase in total vehicle unit sales and incremental revenue from new finance and insurance products, partially offset by a 6.2% decrease in total vehicle average selling price, since certain finance and insurance, net offerings correlate with the increasedselling vehiclesprice sold.of vehicles, and an unfavorable impact of $6.7 million from changes in the estimate of chargebacks based on actuarial analyses. Finance and insurance, net revenue as a percentage of new and used vehicle revenue was 13.5%, an increaseunchanged from 12.3%.the prior year. On a same store basis, finance and insurance, net revenue increased 1.2%.7.4%.

As discussed in Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K, we recognized $1.2 million and $15.1 million of long-lived asset impairmentsimpairment incharges for the years ended December 31, 2025 and 2024, respectively, relating to operatingdecreases leasein assets,market leaseholdrental improvements,rates andor buildingsmarket and improvements. We recognized $9.3 millionvalue of long-livedreal assetproperty impairmentsfor closed locations, or based on the Company’s review of location performance in 2023,the normal course of which $6.6 million related to the 2023 Active Sports Restructuring.business.

We recognized a $2.3$0.3 million decrease in gain fromon lease terminationstermination and/or lease remeasurement in 2024,2025, which represented $6.8a decrease of $2.7 million from the derecognition of the operating lease assets and liabilities and other lease costs relating to the terminated leases,leases partially offset by $4.5 millionnet of cash payments to terminate those leases.leases, partially offset by a $2.4 million gain on remeasurement of leases in connection with other extensions negotiated in 2025.

The increasedchange in (gain) loss on sale or disposal of assets in 2024 was driven primarily by the divestiture of our RV furniture business in 2024 that resulted in a loss of $7.1 million (see Note 6 – Assets Held for Sale and Business Divestiture to our consolidated financial statements included in Part II, Item 8 of this Form 10-K)., Additionally,as thewell gainas a reduction in loss on sale or disposal of various assets in 2023RV relatedand primarilyOutdoor toRetail the sale of properties.segment.

The significant increasedecrease in floor plan interest expense was primarily due to increased average floor plan balances and a 60128 basis point increasedecrease in the average floor plan borrowing rate. The average interest ratesrate for the Floor Plan Facility for the years ended December 31, 20242025 and 20232024 werewas 7.63%6.35% and 7.03%,7.63%, respectively.

Other interest expense, net increaseddecreased primarily due to a higher average principal balance from increased borrowings with higher average interest rates on the Company’s Real Estate Facilities, and a 2093 basis point increasedecrease in the Term Loan Facility average interest raterate, and lower average principal balances on the Company’s Term Loan Facility and Real Estate Facilities (see Note 10 – Long-Term Debt to our consolidated financial statements included in Part II, Item 8 of this Form 10-K). The average interest rate for the Term Loan Facility for the years ended December 31, 20242025 and 20232024 was 7.80%6.87% and 7.60%,7.80%, respectively. The average interest rate on the M&T Real Estate Facility for years ended December 31, 20242025 and 20232024 was 7.45%6.78% and 7.10%, respectively Other expense, net primarily represents loss and impairment on investments in equity securities which included impairment on investments in equity securities of $0.9 million and $1.3 million in 2024 and 2023,7.45%, respectively.

We have been named in the past, are currently named and may be named in the future as defendants of class action lawsuits, including wage and hour class action litigation. We have been and currently are subject to securities class action litigation and may be subject to similar or other litigation in the future. For information regarding these lawsuits, refer to Note 11, Commitments and Contingencies – Litigation of our condensed consolidated financial statements included in Part I, Item 1, Part I1 of this Form 10-Q.

Camping World Holdings, Inc. (together with its subsidiaries) is America’s largest retailer of RVs and related products and services. Through our Camping World and Good Sam brands, our vision is to make it easy for everyone to enjoy RVing and empower our customers’ joy of travel. We strive to build long-term value for our customers, employees, and stockholders by combining a comprehensive offering of RV products and services with a national network of RV dealerships, service centers and customer support centers. We also believe that our Good Sam organization and family of highly-specialized services and plans, including roadside assistance, protection plans and insurance, uniquely enable us to protect our customers on the road ahead. On MarchJune 31,30, 2026, we operated a total of 199200 locations, with all of them selling and/or servicing RVs. See Note 1 – Summary of Significant Accounting Policies to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

A summary of the changes in quantities and types of retail stores and changes in same stores from MarchJune 31,30, 2025 to MarchJune 31,30, 2026, are in the table below:

The U.S. and Israeli military conflict with Iran, which began on February 28, 2026, has resulted in an increase in the price of gasoline, which,which ifhas sustained,negatively impacted demand for new RVs as discussed above. If high fuel prices continue for an extended period, it could apply downward pressure on average selling prices of RVs from theadditional reductionreductions in consumer discretionary spending and/or further negatively impact consumer demand for RVs. Additionally, as a result of the conflict, the related increase in energy costs and other disruptions to the global supply chain could continue to increase inflation, which may delay future interest rate cuts or result in higher interest rates as the U.S. Federal Reserve attempts to counteract inflationary pressures. A higher cost of consumer credit could negatively impact demand for RVs and average selling price as interest expense becomes a higher proportion of the customer’s monthly payment.

We are closely monitoring U.S. trade policy developments with countries from which we source product and equipment, such as China, Mexico, and Canada. There is uncertainty as to the extent and duration of additional tariffs that have been or may be imposed on imports from these countries, including additional tariffs enacted in April 2026 on steel and aluminum, which are core materials for RVs. We benefit from the U.S. assembly of new vehicles, which are not subject to tariffs on the assembled product unlike other similar industries that may have their products assembled in China, Mexico, or Canada. However, many of our U.S.-based suppliers source some of their components from these countries, which has resulted, and may continue to result, in higher procurement costs. For the year ended December 31, 2025, our costs applicable to revenue included directly sourced inventory from China, Mexico, and Canada of approximately $37.6 million, $10.5 million and $2.3 million, respectively. As of June 30, 2026, refunds received for tariffs that were previously imposed under the International Emergency Economic Powers Act have been less than $2.0 million and further refunds are not expected to be material.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

Unless otherwise indicated, all financial comparisons in this section of Results of Operations compare our financial results for the three months ended MarchJune 31,30, 2026 to our financial results from the three months ended MarchJune 31,30, 2025. The following table sets forth information comparing the components of net lossincome for the three months ended MarchJune 31,30, 2026 and 2025:

Good Sam Services and Plans revenue increased primarily from increasednew salespublishing of the Good Sam branded extended vehicle warranty program.partnerships.

New vehicles revenue decreased primarily due to a 9.0%16.4% decrease in new vehicles unit sales partially offset by a 3.9%13.6% increase in the average selling price per new vehicle sold.(discussed below). On a same store basis, new vehicles revenue decreased 5.1%4.1% to $561.5$816.7 million resulting from ana 8.7%16.3% decrease in new vehicles units sold partially offset by a 4.0%14.6% increase in the average selling price per vehicle sold.

New vehicles gross profit decreased primarily due to a 9.0%16.4% decrease in new vehicles unit sales and thea 148286 basis point decrease in new vehicles gross margin. The new vehicles gross margin decrease was primarily driven by a 5.7%17.4% increase in the average cost per new vehicle soldsold, partially offset by thea 3.9%13.6% increase in the average selling price per new vehicle sold. The increases in average selling price and average cost of new vehicles were largely driven by a mix shift toward higher cost motorized vehicles and fifth wheels and away from lower cost travel trailers. See “Industry Trends” above for a discussion of the impact of economic conditions and consumer sentiment on the demand for new vehicles.

Used vehicles revenue decreasedincreased primarily due to a 3.4%5.2% decreaseincrease in used vehicles unit sales, andpartially offset by a 1.0%3.6% decrease in the average selling price per used vehicle sold.sold, mainly from the mix shift away from higher priced motorized units toward lower-priced towables. On a same store basis, used vehicles revenue decreasedincreased 4.3%2.9% to $386.8$551.7 million resulting from aan decreaseincrease in used vehicles unit sales of 2.6%5.2%, andpartially offset by a 1.7%2.1% decrease in average sales price per used vehicle sold.

Products, service and other revenue decreased primarily due to reduced serviceservice, collision, and collisionwarranty work. On a same store basis, products, service and other revenue decreased 2.4%1.6% to $134.8$173.0 million.

Products, service and other gross profit decreased primarily due to reducedthe vehiclelower unitsrevenue sold.discussed above. Products, service and other gross margin decreased 8950 basis points to 47.8%,47.3%, driven by a lower mix of higher margin service and collision revenue and increased labor rates.

Finance and insurance revenue and gross profit is recorded net, since the Company is acting as an agent in the transaction, and commission is recognized when a finance and insurance product contract payment has been received or financing has been arranged. The finance and insurance, net revenue decreaseincrease was driven by fewer contracts sold on new vehicles, resulting from a 9.0% decrease in new vehicle unit sales, partially offset by a 1.6%5.3% increase in total vehicle average selling price, as certain finance and insurance, net offerings correlate with the selling price of vehicles.vehicles, partially offset by fewer contracts sold on new vehicles, resulting from a 16.4% decrease in new vehicle unit sales. Finance and insurance, net revenue as a percentage of new and used vehicle revenue was 14.7%,13.9%, a 4939 basis point increase from the prior year. On a same store basis, finance and insurance, net revenue decreasedincreased 1.6%.0.9%.

Good Sam Club revenue and gross profit increased mainly due to memberships provided with vehicle sales shifting from three-year, lower-tier memberships to one-year, elite-tier memberships. This aligns with the current marketing strategy and increased annual pricing due to enhanced benefits, including loyalty points. These gains were partially offset by aan 3.1%11.4% decline in paid members (excluding free basic plan members), as higher prices contributed to lower renewal rates.

Selling, general, and administrative expenses decreased primarily due to ana $18.9$28.2 million decrease in employee cash compensation costs excluding commissions, resulting primarily from a headcount reduction during the second half of 2025; a $6.4 million decrease in advertising expenses; a $5.1$4.9 million decrease in commissions costs; and a $2.5$4.1 million decrease in stock-based compensation expense (“SBC”), partially offset by a $2.5$4.5 million increase forin outside service provider fees related primarily to software expenses and maintenance.related maintenance expenses, a $2.2 million increase in advertising expenses, and a $1.9 million increase in rent expense.

The increasedecrease in floor plan interest expense was primarily due to a 28.7% increase in the average floor plan balance partially offset by a 4748 basis point decrease in the average floor plan borrowing rate.rate, partially offset by a 2.1% increase in the average floor plan balance. The average interest rate for the Floor Plan Facility for the three months ended MarchJune 31,30, 2026 and 2025 was 5.88%5.98% and 6.35%,6.46%, respectively.

Other interest expense, net decreased primarily due to reduced interest rates and reduced borrowings on our Term Loan Facility and our Real Estate Facilities. The average interest rate for the Term Loan Facility for the three months ended MarchJune 31,30, 2026 and 2025 was 6.36%6.28% and 6.96%,6.88%, respectively. The average interest rate on the M&T Real Estate Facility (as defined in Note 8 – Long TermLong-Term Debt to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q) for three months ended MarchJune 31,30, 2026 and 2025 was 6.41%6.49% and 6.64%,6.67%, respectively.

The decrease in income tax benefitexpense was primarily due to the Company’sexclusion inabilityof pre-tax book income attributed to recognizethe public holding company, CWH, as CWH continues to be a taxloss benefitjurisdiction for the losses incurred during the period because of its continued recognition ofwith a full valuation allowance againstthat is excluded from the netquarterly deferredincome tax assets of its public holding company, CWH.expense. See Note 14 ― Income Taxes to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for further details.

See the “Revenue and Gross Profit” section above for a discussion of impacts to revenue for Good Sam Services and Plans. Adjusted costs applicable to segment revenues reflected increasedreduced costs associatedfor withthe roadside assistance programs, partially offset by increased marketing costs, andproduction costs associatedrelating withto increased revenuepublishing inpartner our extended vehicle warranty programs.revenue. The adjusted selling, general, and administrative expenses increased primarily from increasedhigher consulting expense, partially offset by reduced legal, auditadvertising and recruitmentlegal expenses.fees. The Good Sam Services and Plans Segment Adjusted EBITDA increaseslight decrease was driven primarily by additional adjusted selling, general, and administrative expenses, partially offset by the increase in external revenue discussed above,above partially offset byand the increasedecrease in adjusted costs applicable to revenue and additional adjusted selling, general, and administrative expenses.revenue. Intersegment revenue and intersegment costs applicable to revenue did not have a significant impact on the decrease in Segment Adjusted EBITDA.

See the “Revenue and Gross Profit” section above for a discussion of impacts to revenue for RV and Outdoor Retail and “Floor plan interest expense” section above for a discussion of the increasedecrease in floor plan interest expense. Adjusted costs applicable to segment revenue decreasedincreased primarily from (i)the lowerhigher average cost per total vehicle costsof driven9.3%, partially offset by 6.5%the 7.5% lower total unit sales, partially offset by the increase in the average cost per new vehicles sold discussed above, and (ii) lower products, service and other costs applicable to revenue primarily from the same drivers of the decrease in revenueas discussed above. Adjusted selling, general, and administrative expense decreased primarily due to $19.1$27.0 million of reduced employee cash compensation expense,expense $6.4excluding million of reduced advertising expenses,commissions, and $5.1$4.9 million of reduced commissions, partially offset by $2.5$4.2 million of increased outside service provider fees related primarily to software expenses and related maintenance expense,expenses, and $1.4$1.9 million of increased rent expense.expense, and $1.7 million of increased advertising expenses. The RV and Outdoor Retail Segment Adjusted EBITDA decreased from the decreases in revenue, and the increased floor plan interest expense, partially offset by reduced adjusted costs applicable to segment revenue discussed above, andpartially offset by reduced adjusted selling, general, and administrative expense and reduced floor plan interest expense. Intersegment revenue and intersegment costs applicable to revenue did not have a significant impact on the decrease in Segment Adjusted EBITDA.

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), we use the following non-GAAP financial measures: EBITDA; Adjusted EBITDA; Adjusted EBITDA Margin; Adjusted Net LossIncome Attributable to Camping World Holdings, Inc. – Basic; Adjusted Net LossIncome Attributable to Camping World Holdings, Inc. – Diluted; Adjusted LossEarnings Per Share – Basic; Adjusted LossEarnings Per Share – Diluted; and Selling, General, and Administrative Expense (“SG&A”) Excluding SBC (collectively the “Non-GAAP Financial Measures”). We believe that these Non-GAAP Financial Measures, when used in conjunction with GAAP financial measures, provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to the key metrics we use in our financial and operational decision making. Certain of these Non-GAAP Financial Measures are also frequently used by analysts, investors and other interested parties to evaluate companies in the Company’s industry and are used by management to evaluate our operating performance, to evaluate the effectiveness of strategic initiatives, and for planning purposes. By providing these Non-GAAP Financial Measures, together with reconciliations, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. In addition, our Senior Secured Credit Facilities use Adjusted EBITDA, as calculated for our subsidiary CWGS Group, LLC, to measure our compliance with covenants such as the consolidated leverage ratio. The Non-GAAP Financial Measures have limitations as analytical tools, and the presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. They should not be construed as an inference that the Company’s future results will be unaffected by any items adjusted for in these Non-GAAP Financial Measures. In evaluating these Non-GAAP Financial Measures, it is reasonable to expect that certain of these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other companies over time. Each of the normal recurring adjustments and other adjustments described in this section and in the reconciliation tables below help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations.

We define “EBITDA” as net (loss) income before other interest expense, net (excluding floor plan interest expense), provision for income tax benefit (expense) and depreciation and amortization. We define “Adjusted EBITDA” as EBITDA further adjusted for the impact of certain noncash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, long-lived asset impairment, gains and losses on lease termination costs,and/or remeasurement, gains and losses on sale or disposal of assets, net, SBC, Tax Receivable Agreement liability adjustment, losses and gains and impairment on investments in equity securities, and other unusual or one-time items. We define “Adjusted EBITDA Margin” as Adjusted EBITDA as a percentage of total revenue. We caution investors that amounts presented in accordance with our definitions of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin in the same manner. We present EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin because we consider them to be important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Management believes that investors’ understanding of our performance is enhanced by including these Non-GAAP Financial Measures as a reasonable basis for comparing our ongoing results of operations.